Declaration of Compliance
Declaration of compliance by the Management Board and the Supervisory Board of SÜSS MicroTec SE in accordance with Section 161 (1) of the German Stock Corporation Act (AktG)
The Management Board and Supervisory Board of SÜSS MicroTec SE declare in accordance with Section 161 (1) of the German Stock Corporation Act (AktG) that, since issuance of the last declaration of compliance in December 2021, SÜSS MicroTec SE has complied with all recommendations of the Government Commission on the German Corporate Governance Code in the version of December 16, 2019 (“Code 2020”), published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette on March 20, 2020, with the following exceptions:
- G. 1 (1) Code 2020:
According to recommendation G. (1) of Code 2020, the remuneration system should dictate how the target total remuneration is determined for individual Management Board members, as well as the amount that the total remuneration must not exceed (maximum remuneration). The recommendation does not specify whether the maximum remuneration should be determined individually for each Management Board member. The remuneration system adopted by the Supervisory Board for Management Board members of SÜSS MicroTec SE (“2021 remuneration system”) on February 4, 2021, which was approved by the ordinary Shareholders’ Meeting on June 16, 2021, with a majority of 59.99 percent of the votes cast, provided for the (overall) determination of the maximum remuneration for the (entire) Management Board, in addition to a limitation at the level of the individual Management Board member to 2.7 times the target total remuneration. Separate determination of the maximum remuneration for individual members of the Management Board in the form of a specific, fixed amount was not included in the 2021 remuneration system, for which reason the Management Board and the Supervisory Board declared a deviation as a precaution.
Under consideration of the critical comments of shareholders regarding the 2021 remuneration system, the Supervisory Board adopted a modified remuneration system for the members of the Management Board (“2022 remuneration system”) on March 29, 2022, which was approved by the Shareholders’ Meeting on May 31, 2022, with a majority of 98.35 percent of the votes cast. Among other things, the new 2022 remuneration system now provides for maximum remuneration in the form of a specific, fixed amount for each individual member of the Management Board.
- G. 12 Code 2020:
According to recommendation G. 12 of Code 2020, in the event of the premature termination of a Management Board contract, payment of variable remuneration components not yet paid out, which are attributable to the period until termination of the contract, is to be based on the originally agreed targets and comparison parameters and based on the due date or holding period agreed in the contract. In connection with and on the basis of the amicable cancellation of his reappointment to the Company’s Management Board, an arrangement was made as part of a termination agreement with former member of the Management Board Dr. Götz Bendele that the overall target achievement level for the 2022 fiscal year (“STI 2022”), which had not been determined at the time, amounts to 100 percent, and that half of STI 2022 will be paid out in advance in the regular payment cycle in January 2023. The second half of STI 2022 will be paid out unchanged with the regular payment cycle for the calendar month following the approval of the Company’s consolidated financial statements for fiscal year 2022 by the Supervisory Board.
The Management Board and Supervisory Board of SÜSS MicroTec SE declare in accordance with Section 161 (1) of the German Stock Corporation Act (AktG) that the Company currently complies and will comply with all recommendations of the Government Commission on the German Corporate Governance Code in the version of April 28, 2022, published by the Federal Ministry of Justice in the official section of the Federal Gazette on June 27, 2022.
Garching Germany, December 2022
For the Management Board
Dr. Bernd Schulte
Chief Executive Officer
For the Supervisory Board
Dr. David Dean
Chairman of the Supervisory Board