Kulmbach – GfBk, a major shareholder of flatexDEGIRO AG, has released a statement clarifying their position on the agenda items for the company’s upcoming Annual General Meeting on June 4, 2024. The statement addresses several agenda items proposed by the Executive Board and expresses a dissenting opinion on certain matters. GfBk emphasizes that their opinions are in the best interest of the company and all shareholders.
The following points were highlighted in the statement:
1. GfBk fully supports the share buyback program proposed by the Executive Board (agenda items 9 to 12).
2. Urgency of Chairman of the Supervisory Board’s removal:
a) Control Mechanism and Supervision: GfBk believes that the long-standing Chairman of the Supervisory Board holds significant responsibility for the Executive Board’s composition and governance. The lack of division of tasks within the two-member Executive Board, as well as limited communication between the Chairman and the second board member, is a concern for good governance in a company of this size. GfBk also notes that the Chairman only initiated the expansion of the board after the extraordinary BaFin audit, when it should have been one of his essential duties.
b) BaFin Findings: GfBk criticizes the Chairman for the poor communication of the BaFin findings, which resulted in a significant loss of trust from shareholders. The stock value dropped by 37% the following trading day and took a year to recover to its pre-announcement level. The statement also mentions that there are still unresolved findings by BaFin, as stated by the Chairman in a letter to shareholders.
c) Compensation – Pay for Performance: GfBk raises concerns over the distribution of EUR 25,857,622 to the two board members who resigned during the restructuring process due to BaFin findings. The distribution, which accounted for more than a third of the company’s total result for that year, was approved by the Compensation Committee, chaired by Martin Korbmacher. GfBk also notes that these distributions were not transparently included in the 2023 compensation report, only mentioned in a footnote.
d) Succession Planning: GfBk expresses disappointment in the Chairman’s delay in searching for a new CEO after the departure of two board members. The statement highlights the slow growth of the flatex brand in Germany during the COVID crisis and believes that urgent management changes are necessary.
e) Employee Stock Option Program: GfBk believes that the new employee participation program proposed by the Supervisory Board does not meet good corporate governance standards and heavily favors the board. The statement also notes that the plan lacks details on how it contributes to the long-term value of the company and does not show any improvement in corporate governance or proper incentivization. GfBk points out that last year’s program faced high shareholder rejections and urges the Supervisory Board to make decisions that better reflect shareholder interests.
GfBk states that these reasons call for a timely replacement of the Chairman of the Supervisory Board for the company’s, employees’, and shareholders’ well-being. They have proposed Mr. Axel Hörger as an independent candidate, qualified and equipped with the necessary expertise, industry knowledge, and reputation to bring stability to the committee.
The statement also clarifies that Mr. Bernd Förtsch, the current candidate for the Supervisory Board, is not seeking to become the Chairman but is standing in as a replacement for Herbert Seuling, who has resigned.
In conclusion, GfBk emphasizes that it was never their intention to provoke a public confrontation. As the largest shareholder, they are aware of the negative consequences of such a discussion. However, after numerous discussions, a consensual solution could not be reached.
The statement urges all shareholders to support their concerns and provide the company with the opportunity to refocus on its core business as quickly as possible.
All relevant documents and information can be found on GfBk’s website at www.gfbk.de. For further inquiries, please contact info@gfbk.de.
Press contact:
Quadriga Communication GmbH – Kent Gaertner
Potsdamer Platz 5, 10785 Berlin
gaertner@quadriga-communication.de
Investor Engagement Inquiries at Embera Partners
flatex@emberapartners.com
Distributed by https://pressat.co.uk/
