Public limited companies listed in the EEA

1. Scope

The provisions under Art. 367 et seq. PGR apply to public limited companies listed in the EEA, i.e. to public limited companies whose shares are admitted to trading on a regulated market situated or operating in an EEA Member State within the meaning of Art. 4 (1) No. 21 of Directive 2014/65/EU.

2. Obligations of the companies

Transmission of information to intermediaries

Companies shall provide certain information to intermediaries for the exercise of shareholders' rights (Art. 367c paras. 1 and 2 PGR) or shall notify them that such information can be found on the company's website. This obligation does not apply if the company has already provided the information or notification directly to all its shareholders.

Preparation of a remuneration policy and submission to a vote by the general meeting

Companies shall establish principles of directors' remuneration (remuneration policy), which shall contribute to the company's business strategy and long-term development and explain how it does so. The remuneration policy shall be clear and understandable and shall contain the content provided for by law in accordance with Art. 367m para. 3 PGR.

The remuneration policy shall be submitted to a vote by the general meeting. This also applies to every material change. The vote shall be advisory.

The remuneration policy shall be made public on the website of the company and shall remain publicly available there at least as long as it is applicable.

If the remuneration policy is revised, all material changes shall be described and explained.

The remuneration policy may be derogated from only in exceptional circumstances and only temporarily.

Remuneration report and presentation to the general meeting for voting and publication

Companies must also prepare a remuneration report that provides a comprehensive overview of the remuneration awarded or due during the most recent financial year to current and former directors in accordance with the remuneration policy. The remuneration report shall be clear and understandable and shall contain the legally required content of Art. 367o para. 2 PGR.

The remuneration report shall be submitted to a vote by the general meeting. The vote shall be advisory.

The remuneration report shall be published on the company’s website for a period of 10 years after the general meeting.

Compliance with data protection regulations

When processing personal data of members of the company's management, the provisions of data protection law must be complied with.

3. Supervision of compliance with the obligations of companies

The company's auditor or audit office shall verify as part of the annual statutory audit or review requirement, whether the obligations have been complied with by the company and shall confirm this by means of an audit report. If the auditor or the audit officeidentifies deficiencies in the course of the audit, a corresponding report shall be submitted to the Office of Justice.

Compliance with the obligations must be declared by the company to the auditor or the audit office using the form provided by the Office of Justice. The form can be downloaded from the following link:

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