- Compensation Report for the Managing Director and the Administrative Board for the Fiscal Year 2024
The report describes the remuneration granted and owed in the financial year 2024 to each individual current or former Managing Directors and members of the Administrative Board by 029 Group SE ("Company") and by companies of the same group (Section 290 of the German Commercial Code (HGB)), and explains in an individualized manner the structure and amount of the individual components of the remuneration of the executive directors and the Board of Directors.
The total compensation, the components making up the total compensation, all fixed and any variable compensation components, their respective relative proportions, an explanation of how the total compensation complies with the compensation system within the meaning of Section 40 (8) SEAG icw Sections 87a German Stock Corporation Act (AktG) and Section 38 Abs. 1 SEAG icw 113 (3) sentence 3 AktG an explanation of how the total compensation promotes the long-term performance of the Company, and information on how the performance criteria were applied shall be presented.
The remuneration report for the 2023 fiscal year was submitted to the Annual General Meeting for approval in accordance with Section 120a (4) of the German Stock Corporation Act (AktG) and was approved on June 10, 2024. In this respect, there is no reason to deviate from the previous type, manner, and scope of reporting in the remuneration report.
- Compensation System
At the Annual General Meeting on 28.06.2023, the remuneration system for the Managing Director decided and presented by the Administrative Board was approved.
The actual total compensation for the 2024 financial year is given below. The total compensation in the financial year 2024 was as follows for
- the Managing Director, Mr. Lorin Van Nuland, for the period 01.01.2024 until his resignation on 01.07.2024 EUR 48,000,
- for Leon Sander, the Managing Director appointed by resolution of the Board of Directors dated 28.06.2024 with effect from 01.07.2024, for the period 01.07.2024 - 31.12.2024 EUR 35,024.94.
- Fixed and variable compensation components and their relative share
The remuneration system for the Managing Directors consists exclusively of a fixed basic remuneration payable monthly, which takes into account the duties and performance of the sole executive director. In addition, remuneration in kind and fringe benefits customary in practice are granted.
Compensation components for the Managing Directors | |
Fixed compensation (annual fixed salary, benefits in kind and fringe benefits): | 100 % |
Variable compensation: | 0 % |
The fixed annual salary is a cash payment related to the respective financial year, which is based in particular on the scope of responsibility of the respective Managing Director. The individually determined fixed income is paid in twelve equal parts.
The compensation components that accrued to the Managing Directors in fiscal year 2024, including the relative share of these compensation components in the total compensation amount resulting from this, are listed below:
Name | Total | Fixed | STI | LTI | Relative share of | |||
remuneration | remuneration | EUR | EUR | compensation | ||||
EUR | EUR | components in total | ||||||
(annual fixed salary, | compensation in %. | |||||||
benefits in kind, | Fixed | Variable | ||||||
fringe benefits) | componen | componen | ||||||
ts | ts | |||||||
Lorin Van | 48,000.00 | 48,000.00 | n/a | n/a | 100% | 0% | ||
Nuland | ||||||||
Leon | 35,024.94 | 35,024.94 | n/a | n/a | 100% | 0% | ||
Sander | ||||||||
The compensation components that arose (but did not necessarily accrue to the Managing Directors) as a result of the performance rendered in fiscal year 2024 are presented below, including the relative share of these compensation components in the total compensation amount resulting therefrom:
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Name | Total ver- | Fixed | LTI* | Relative share of compensation | ||||
remunerati | remuneration | EUR | components in total compensation in %. | |||||
on | EUR | Fixed components and variable components | ||||||
EUR | (basic salary, | |||||||
remuneration in | ||||||||
kind, fringe | ||||||||
benefits | ||||||||
tings) | ||||||||
Lorin Van | 48,000.00 | 48,000.00 | n/a | The relative proportion of fixed | ||||
Nuland | components is 100% and the relative | |||||||
proportion of variable components is | ||||||||
0%. | ||||||||
Leon | 35,024.94 | 35,024.94 | n/a | The relative proportion of fixed | ||||
Sander | components is 100% and the relative | |||||||
proportion of variable components is | ||||||||
0%. | ||||||||
**No LTI was granted. | ||||||||
- Explanation of how the fixed and variable remuneration components correspond to the remuneration system
The monthly fixed remuneration for Lorin Van Nuland for the period 01.01.2024 - 01.07.2024 remained unchanged from the monthly fixed remuneration in 2023, which corresponds to the duties and performance of the Managing Director. Leon Sander was appointed as Managing Director with effect from 01.07.2024. His monthly fixed remuneration corresponds to the duties and performance of the Managing Director and is in line with the remuneration system.
IV. | Explanation of how compensation promotes the long-term development of the |
Company and explanation of how the performance criteria were applied |
Since the Company only started its business activities in the fiscal year 2022, a purely fixed remuneration of the Managing Director is in the opinion of the Administrative Board suitable in the financial year 2024 to adequately remunerate the effort and to promote the long-term development of the Company.
Performance criteria were not applied.
- Indication of the number of shares and stock options granted or promised and the main conditions for exercising the rights, including exercise price, exercise date and any changes to these conditions, Section 162 (1), Sentence 2 No. 3 AktG.
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In the reporting year 2024, shares were neither granted nor promised to the Managing Directors by the Company. In the reporting year 2024, no stock options were offered to the Managing Directors either.
VI. | Information on whether and how use was made of the option to reclaim variable |
compensation components, Section 162 (1) sentence 2 no. 4 AktG |
Neither have variable compensation components been agreed upon, nor have any rights to reclaim variable compensation components (claw-back clause) been agreed upon.
VII. Disclosures on any deviations from the compensation system for Managing Directors, Section 162 (1), Sentence 2 No. 5 AktG
There was no deviation from such system in the reporting year 2024.
VIII. Explanation of how the specified maximum compensation of the Managing
Directors was complied with, Section 162 (1), sentence 2 no. 7 AktG.
The maximum remuneration set corresponds to the remuneration system and is based on the tasks and performance of the Managing Director.
IX. | Disclosures pursuant to Section 162 (2) AktG |
No benefits have been promised or granted to Mr. Van Nuland nor to Leon Sander by a third party in respect of his activities as a Managing Director during the financial year 2024. No benefits were promised to them in the event of premature termination of their function or agreed commitments were changed in the past financial year.
No benefits were promised or granted to Mr. Van Nuland for the termination of his function in the past financial year.
- Compensation report for the Administrative Board for the financial year 2024
I. Remuneration System
In accordance with Section 9 (1) of the company's Articles of Association, the members of the Administrative Board receive annual remuneration, the amount of which is decided by the Annual General Meeting. On June 10, 2024, the Annual General Meeting approved the remuneration system for the Administrative Board adopted and presented by the Board of Directors. The remuneration system applies retroactively to all members of the Board of Directors of 029 Group SE from January 1, 2024.
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The total remuneration in the 2024 financial year amounted to:
- the chairman of the Administrative Board Juan Rodriguez EUR 15,000.00
- the deputy Chairman of the Administrative Board Dr. Martina Wimmer EUR 15,000.00
According to Section 9 (1) of the company's Articles of Association, Leon Sander, as a member of the Administrative Board and Managing Director, does not receive any separate remuneration under the remuneration system due to his dual role as a member of the Administrative Board.
- Fixed and variable compensation components and their relative share
The remuneration system for the Administrative Board consists exclusively of a fixed basic yearly remuneration, which takes into account the duties and performance of the the Administrative Board. In addition, remuneration in kind and fringe benefits customary in practice are granted.
Compensation components for the the Administrative Board | |
Fixed compensation (annual fixed salary, benefits in kind and fringe benefits): | 100 % |
Variable compensation: | 0 % |
The fixed annual salary is a cash payment related to the respective financial year, which is based in particular on the scope of responsibility of the respective Member of the Administrative Board. The annual remuneration for the 2024 financial year was paid to the members of the Administrative Board at the beginning of January 2025.
The compensation components that accrued to the Administrative Board in fiscal year 2024, paid to the members of the Administrative Board at the beginning of January 2025, including the relative share of these compensation components in the total compensation amount resulting from this, are listed below:
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Name | Total | Fixed | STI | LTI | Relative share of | |||
remuneration | remuneration | EUR | EUR | compensation | ||||
EUR | EUR | components in total | ||||||
(annual fixed salary, | compensation in %. | |||||||
benefits in kind, | Fixed | Variable | ||||||
fringe benefits) | componen | componen | ||||||
ts | ts | |||||||
Juan | 15,000.00 | 15,000.00 | n/a | n/a | 100% | 0% | ||
Rodriguez | ||||||||
Dr. Martina | 15,000.00 | 15,000.00 | n/a | n/a | 100% | 0% | ||
Wimmer | ||||||||
- Explanation of how the fixed and variable remuneration components correspond to the remuneration system
The fixed annual remuneration for Mr. Juan Rodriguez and Dr. Martina Wimmer for the financial year 2024 takes into account the requirements of the member of the Administrative Board of 029 Group SE, both in terms of its structure and its amount, in particular the time and responsibility involved.
IV. | Explanation of how compensation promotes the long-term development of the |
Company and explanation of how the performance criteria were applied |
The structure and amount of the compensation paid to the members of the Administrative Board considers the requirements of the office of a member of the Administrative Board of 029 Group SE, in particular the time and responsibility involved. The remuneration is in line with the market and its amount is commensurate with the tasks of the Administrative Board members and the situation of the company.
The remuneration for the financial year 2024 is suitable for appropriately remunerating expenses and promoting the long-term development of the Company.
Performance criteria were not applied.
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- Indication of the number of shares and stock options granted or promised and the main conditions for exercising the rights, including exercise price, exercise date and any changes to these conditions, Section 162 (1), Sentence 2 No. 3 AktG.
In the reporting year 2024, shares were neither granted nor promised to the Administrative Board by the Company. In the reporting year 2024, no stock options were offered to the Administrative Board either.
VI. | Information on whether and how use was made of the option to reclaim variable |
compensation components, Section 162 (1) sentence 2 no. 4 AktG |
Neither have variable compensation components been agreed upon, nor have any rights to reclaim variable compensation components (claw-back clause) been agreed upon.
- Vertical comparison, Sec. 162 (1) Sentence 2 No. 2 AktG
As the Company has no employees in the reporting period or in previous years, a comparison with the average vertical compensation of employees on a full-time equivalent basis is not applicable.
A five-year comparison of the annual change in the remuneration of the members of the corporate bodies and the annual change in the earnings performance of the Company is presented below, starting from the financial year 2019. For reasons of clarification it should be noted that the change in the remuneration of the corporate bodies for the periods in which the provision of Section 162 AktG was not yet in force is not listed.
Change 2020 | Change 2021 | Change | Chang | Change 2024 to | ||||
to 2019 | to 2020 | 2022 | to | e 2023 | 2023 | |||
2021 | to 2022 | |||||||
Executive directors | ||||||||
Herbert Munz | n/a* | n/a | n/a | n/a | n/a | |||
Lorin | Van | n/a | n/a | n/a | + 300%** | -50%** | ||
Nuland | ||||||||
Leon Sander | n/a | n/a | n/a | n/a | n/a */*** | |||
Members of the | Board of Directors | |||||||
Boris Dürr | n/a | n/a | n/a | n/a | n/a | |||
Christian Schild | n/a | n/a | n/a | n/a | n/a | |||
Vincent Wobbe | n/a | n/a | n/a | n/a | n/a | |||
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Marc Weber | n/a | n/a | n/a | n/a | n/a |
Juan Rodriguez | n/a | n/a | n/a | n/a | 100% |
Thomas Hanke | n/a | n/a | n/a | n/a | n/a |
Dr. Martina | n/a | n/a | n/a | n/a | 100% |
Wimmer | |||||
Earnings | |||||
Net income | +22.22% | -214.26% | -2,909.00% | -749.55% | 105.95% |
TEUR | 2019: | 2010: | 2021: | 2022: | 2023: |
- 9 TEUR | -7 TEUR | - 22 TEUR | -662TEUR | -5.624 TEUR | |
2020: | 2021: | 2022: | 2023: | 2024: | |
-7 TEUR | - 22 TEUR | - 662 TEUR | -5,624TEUR | +334 TEUR | |
- n/a = It is not possible to compare the previous year for the respective financial year because the respective board member in the relevant financial year was not yet in charge in the financial year or was only appointed in the relevant financial year or in the relevant financial year received no remuneration in the financial year or previous year.
**Mr. Van Nuland has been appointed as Managing Director in the fiscal year 2022 and was not in office throughout the whole comparison period. Mr. Van Nuland resigned as Managing Director in the financial year 2024 and was not in office throughout the whole the entire comparison period.
- Mr. Sander has been appointed as Managing Director in the fiscal year 2024 and was not in office throughout the whole comparison period.
A vertical salary comparison is not applicable as the Company has no employees.
Berlin, 23 April 2025
Administrative Board
___________________ | ___________________ |
Juan Rudriguez | Leon Sander |
Chairman | Managing Director |
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