We have summarized the important information for you at a glance along the agenda of the Annual General Meeting. The detailed presentation and explanation of the items can be found at any time in the invitation to the Annual General Meeting:
Item 1 Presentation of the adopted annual financial statements and
the approved consolidated financial statements
The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Executive Board. The documents can be viewed here: https://www.pfandbriefbank.com/en/investors/annual-general-meeting-2023.html.
They will also be available at the Annual General Meeting, where they will be explained in more detail by the Executive Board and - with regard to the Supervisory Board report - by the Chairman of the Supervisory Board.
Item 2 Appropriation of the distributable profit
The Management Board and the Supervisory Board propose to fully allocate the distributable profit (Bilanzgewinn) of EUR 127,751,542.60 to pay a dividend of EUR 0.95 per no-par value share entitled to dividends.
Item 3 Discharge of the members of the Management Board
The Management Board and the Supervisory Board propose that discharge be granted, for the 2022 financial year, for the members of the Management Board who were in office during that period.
Item 4 Discharge of the members of the Supervisory Board
The Management Board and the Supervisory Board propose that discharge be granted, for the 2022 financial year, for the members of the Supervisory Board who were in office during that period.
Item 5 Elections to the Supervisory Board
The long-standing Chairman Dr Günther Bräunig will leave the Supervisory Board as planned at the end of this year's Annual General Meeting, so that a shareholder representative must be elected to the Supervisory Board to fill the vacancy. Simultaneously, the mandate of the previously court-appointed member of the Supervisory Board, Prof Dr Kerstin Hiska Hennig, will end at the close of this year's Annual General Meeting. Two shareholder representatives are therefore to be elected to the Supervisory Board.
The Supervisory Board proposes to elect Dr. Louis Hagen as a new member of the Supervisory Board and to confirm the mandate of Prof Dr Kerstin Hiska Hennig. In the event of his election to the Supervisory Board, it is intended that the Supervisory Board will elect Dr Louis Hagen as Chairman of the Supervisory Board from among its members.
Dr Louis Hagen served on the Board of Management of Münchener Hypothekenbank eG for over 13 years, and as Chairman of the Board of Management since 2016. From 2016 to 2022, he was President of the Association of German Pfandbrief Banks (vdp). Dr Louis Hagen has many years of in-depth industry expertise in banking, commercial real estate and Pfandbrief business. Through his work on the Board of Management of Münchener Hypothekenbank, he is internationally networked and familiar with the markets. Dr Louis Hagen has lasting connections to relevant contacts in business, politics and banking supervision.
Prof Dr Hennig fulfills the requirements profile of the Supervisory Board to a high degree due to her many years of experience, for example in international project development of real estate and as a university professor and head of the Real Estate Economics department at the European Business School.
Item 6 Appointment of the auditor for the annual financial statements and the consolidated financial statements, and the auditor for any review of interim financial information
The Supervisory Board proposes that Deloitte GmbH Wirtschaftsprüfungsgesellschaft shall be appointed auditor (HGB) and group auditor (IFRS) as well as auditor for any review of interim financial information for the fiscal year 2023.
Item 7 Approval of the remuneration report
The Management Board and the Supervisory Board propose to approve the remuneration report, as printed as Annex II in the invitation to the Annual General Meeting.
Item 8 Amendment of the Articles of Association to provide for the holding of virtual general shareholders’ meetings
A purely virtual form of the Annual General Meeting is provided for by law as an alternative to holding Annual General Meetings to the extent permitted by the Company's Articles of Association. The Executive Board and Supervisory Board propose to provide for such an option for the period up to the end of 2025. In the event of a corresponding authorization, the Executive Board shall exercise its due discretion as to which form of implementation is used in each specific case.
Item 9 Amendment of the Articles of Association regarding virtual
participation of supervisory boardmembers in general meetings
In principle, the members of the Supervisory Board should attend the Annual General Meeting in person. However, non-physical attendance is already permitted under special conditions in accordance with the Articles of Association. In the future, members of the Supervisory Board should also be able to participate, if the Annual General Meeting itself is only held virtually. The Executive Board and Supervisory Board therefore propose to amend the existing provision in the Articles of Association to include virtual participation in virtual Annual General Meetings. Details can be found in the invitation to the Annual General Meeting.