The text decisive for this publication is the one written in the German language.
Compensation system for Executive Board members of
Berentzen-Gruppe Aktiengesellschaft
Haselünne (Emsland) 2026
Compensation system for the Executive Board members of Berentzen-Gruppe Aktiengesellschaft Publication pursuant to Section 120a (2) of the German Stock Corporation Act (Aktiengesetz - AktG)
Resolution of the Annual General Meeting of Berentzen-Gruppe Aktiengesellschaft on the approval of the compensation system for the Executive Board members
On December 5, 2024, the Supervisory Board - with the inclusion of the requirements of the German Stock Corporation Act and, insofar as the company does not declare any deviation, the recommendations of the German Corporate Governance Code in the version dated April 28, 2022 - approved an amended system for the compensation of the members of the Executive Board (compensation system 2025) with effect from January 1, 2025 at the recommendation of the Supervisory Board's Personnel Committee and submitted it for approval to the Annual General Meeting of Berentzen-Gruppe Aktiengesellschaft on May 23, 2025 under agenda item 8, which had not approved the compensation system 2025.
Consequently, following this Annual General Meeting, the Supervisory Board once again conducted a thorough review of the compensation system for members of the Executive Board. As a result of this comprehensive review, the Supervisory Board saw no material need to adjust the 2025 compensation system.
In accordance with the obligation under Section 120a(3) of the German Stock Corporation Act (AktG), the Supervisory Board submitted the reviewed compensation system for approval to the Annual General Meeting of Berentzen-Gruppe Aktiengesellschaft on May 7, 2026 under agenda item 8.
The Annual General Meeting did not approve the 2025 compensation system with the following result:
Number | in % of registered capital stock | |
Validly cast votes | 2,084,841 | 21.72 % |
Number | in % of registered capital stock | |
Yes-Votes No-Votes | 694,009 1,390,832 | 33.29 % |
66.71 % | ||
The wording of the resolution is based on agenda item 8 for the convening of the Annual General Meeting of Berentzen Gruppe Aktiengesellschaft on May 7, 2026, as published in the Federal Gazette (Bundesanzeiger) on March 27, 2026. The wording of the 2025 compensation system can be found in the description made accessible on the website https://www.berentzen-gruppe.de/en/investors/annual-general-meeting of Berentzen-Gruppe Aktiengesellschaft when this Annual General Meeting was convened.
The proposed resolution and the description of the 2025 compensation system are reproduced in full below.
Proposal for the approval of the compensation system for the Executive Board members at the Annual General Meeting of Berentzen-Gruppe Aktiengesellschaft on May 7, 2026
8. Resolution on the approval of the compensation system for the Executive Board membersPursuant to Section 120a (1) AktG, the Annual General Meeting of a stock exchange-listed company must vote on the approval of the compensation system for the members of the Executive Board presented by the Supervisory Board in the event of any significant change, but at least every four years.
The Annual General Meeting on May 11, 2021 approved the original compensation system for the members of the Executive Board with an approval rate of 82.54%.
Based on a recommendation from the Personnel Committee, the Supervisory Board amended certain aspects of the compensation system for members of the Executive Board, with the inclusion of the requirements of Section 87a(1) of the German Stock Corporation Act (AktG), by resolution dated December 5, 2024 with effect from January 1, 2025, and submitted the amended compensation system to the Annual General Meeting on May 23, 2025. The Annual General Meeting on May 23, 2025 did not approve this amended compensation system for the members of the Executive Board, with an approval rate of 31.11%.
Consequently, following the Annual General Meeting, the Supervisory Board once again conducted a thorough review of the compensation system for members of the Executive Board. On the basis of this renewed, in-depth review of the compensation system and the comprehensive considerations regarding alternative content options undertaken in this context, the Supervisory Board has once again concluded that the structure of the 2025 compensation system sets the right priorities for shareholders, for the members of the Executive Board and for other stakeholders, particularly with regard to the long-term and sustainable success of the company and the associated long-term value performance of Berentzen-Gruppe Aktiengesellschaft. As a result of its comprehensive review, the Supervisory Board therefore sees no material need for adjustments to the 2025 compensation system. The Supervisory Board has merely made minor editorial revisions to the 2025 compensation system in order to make these features and the further development compared to the 2021 compensation system even more transparent. In its review and editorial revision of the 2025 compensation system - as was also the case with the 2021 compensation system - the Supervisory Board sought advice from an independent external compensation expert.
In accordance with the obligation under section 120a(3) of the German Stock Corporation Act (AktG), the Supervisory Board will therefore submit the reviewed compensation system to the Annual General Meeting on May 7, 2026 for approval.
This revised compensation system for the members of the Executive Board, which is being resubmitted to the Annual General Meeting for approval on this basis, will be available from the date the Annual General Meeting is convened and throughout the meeting via the following web address https://www.berentzen-gruppe.de/en/investors/annual-general-meeting.
The Supervisory Board proposes to the Annual General Meeting that it approve the compensation system for the members of the Executive Board, which the Supervisory Board has reviewed and confirmed at its meeting on December 4, 2025 and which is being resubmitted to the Annual General Meeting with this convening notice.
Description of the compensation system for the Executive Board members (Agenda item 8) Compensation system for the Executive Board members of Berentzen-Gruppe Aktiengesellschaft
(1) Corporate strategy and compensation systemThe compensation system for members of the Executive Board is designed to be transparent and easy to understand, and promotes the implementation of the company's long-term corporate strategy of sustainable profitable growth. It supports the achievement of nonfinancial strategic goals and provides incentives for long-term and sustainable value creation, whilst avoiding disproportionate risks for Berentzen-Gruppe Aktiengesellschaft (BGAG or the Company). In addition, it specifically supports the interests of shareholders in achieving an appropriate long-term, continuous and sustainable return. Within the legal framework and with the inclusion of their respective tasks, responsibilities and performance, members of the Executive Board are to be granted a compensation package that is both in line with market standards and competitive, in order to retain qualified members of the Executive Board at BGAG and attract new Executive Board members to the company.
The Supervisory Board regularly reviews whether the compensation system supports the corporate strategy, which is focused on long-term, sustained and profitable growth; whether it is in line with market standards and at the same time competitive and whether it takes the interests of investors into relevant account.
On the basis of these reviews, the Supervisory Board has further developed the compensation system (2021 compensation system) approved by the Annual General Meeting by resolution of May 11, 2021 pursuant to Section 120a(1) of the German Stock Corporation Act (AktG), with effect from the 2025 financial year (2025 compensation system). The 2025 compensation system is based on the proven fundamental structure of the 2021 compensation system. Like the 2021 compensation system, it complies with the provisions of the AktG and, unless the company declares a deviation, with the recommendations of the German Corporate Governance Code (DCGK) in the version dated April 28, 2022 (DCGK). The 2025 compensation system places greater emphasis on the actual value generated for shareholders and the long-term and sustainable nature of the company's success, irrespective of developments in the industry. On May 23, 2025, the Annual General Meeting passed a resolution pursuant to Section 120a(1) of the German Stock Corporation Act (AktG) regarding the approval of the 2025 compensation system. According to the voting result, the resolution was not supported by a majority of the votes cast.
Following a further in-depth review of the compensation system in the wake of this Annual General Meeting and the comprehensive consideration given within this context to alternative options for the structure of the scheme, the Supervisory Board is of the view that the structure of the 2025 compensation system sets the right priorities for shareholders, the members of the Management Board and other stakeholders, particularly with regard to the long-term and sustainable success of the company and the associated long-term value performance of BGAG. However, it has revised the wording of the 2025 compensation system to make these features and the further development compared to the 2021 compensation system even more transparent. In carrying out this review and revision, the Supervisory Board - as on previous occasions - sought advice from an independent external compensation expert.
The following overview outlines the main changes to the 2025 compensation system compared with the 2021 compensation system:
Compensation system: Overview of the main changesCompensation system 2025
Compensation system 2021
Variable compensation | |
Financial performance | Customisation: |
parameters for the Short Term Incentive (STI) | Extension of the performance parameter for the STI by a factor based on earnings or earnings per share (EpS). |
Only adjusted consolidated EBIT as the key financial indicator for the STI | Background: The EpS indicator includes the Group's dividend potential generated from its operating earnings power. It is of key importance for the sustainable performance of the share price. |
Customisation:
Factors for the ZEG graded according to the amount of EpS if the target value for consolidated EBIT is exceeded.
Ascending factors: (1) Factor 1 for EpS < EUR 0.20, (2) Factor 3 for EpS ≥ EUR 0.20 to ≤ EUR
0.40, (3) Factor 5 for EpS EUR > 0.40.
Background:
The dependence of the ZEG on the amount of EpS provides a particular incentive to achieve material overall success per share for shareholders.
Variable compensation
Calculation of the degree of target achievement (ZEG) of the Short Term Incentive (STI)
Increase in ZEG if consolidated EBIT exceeds target by 5 per cent per percentage point of target exceedance (= factor of 5)
Variable compensation | |
Financial performance parameters of the Long Term Incentive (LTI) | Customisation: Change in content and extension of the financial LTI performance parameters to include the two new share-based parameters TSR and EPS. Background: |
The broadening of the financial LTI performance parameters enables a more comprehensive, holistic basis for assessing variable compensation. Here, too, particular emphasis is placed on dividend capacity in the interests of shareholders. | |
Customisation: | |
Relative development of TSR (in %): Positive development of the company's share price during the LTI performance period (including dividends distributed) as the key LTI performance parameter. Background: | |
The focus on TSR performance links the amount of the LTI closely to absolute share price performance and is therefore fully aligned with shareholder interests. | |
Customisation: | |
EpS as an additional financial LTI performance parameter. | |
Background: | |
The dependence of the ZEG on the amount of EpS also incentivises the alignment of the interests of shareholders and board members in terms of material value creation and sustainable value development of the company. |
Customisation:
Inclusion in the LTI with a weighting of 20%.
Background:
The increased weighting of non-financial performance parameters means that the further implementation of the corporate social responsibility (CSR) strategy, with a view to the relevant interests of shareholders, remains the focus of Executive Board compensation.
Variable compensation
Non-financial performance parameter of the Long Term Incentive (LTI)