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    GGS   DE0005156004

GIGASET AG

(GGS)
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Gigaset : Invitation to the Annual General Meeting 2021/Agenda

04/25/2021 | 06:00pm EDT

Invitation to the Annual General Meeting of

Gigaset AG with registered offices in Bocholt

WKN 515 600 ISIN DE0005156004

Bocholt, April 2021

Dear shareholders,

We hereby invite you to the Annual General Meeting of Gigaset AG, Bocholt, on

8 June 2021 at 10:00 am (CEST)

Since, at the time of convening this year's Annual General Meeting, it is not clear whether we will be permitted to hold the meeting in the presence of our shareholders and all other persons involved owing to the ongoing COVID-19 pandemic, and in order to protect our shareholders and all others involved, the Annual General Meeting will be held as a virtual meeting with no physical attendance by shareholders or their representatives (with the exception of Company-appointed proxies). The Annual General Meeting will be held at the Conference Center Haus der Bayerischen Wirtschaft, Executive Area, Max-Joseph-Str. 5, 80333 Munich, Germany, and broadcast live over the internet for registered shareholders or their representatives. The shareholders may exercise their voting rights themselves or via their representatives via electronic voting means or by issuing power of attorney and instructions to the Company-appointed proxies. Please see the information below on how to follow the broadcast of the Annual General Meeting online and exercise your voting right.

  1. Agenda

ITEM 1

Presentation of Gigaset AG's adopted annual financial statements, the endorsed consolidated financial statements as of 31 December 2020, the combined management report for Gigaset AG and the Group, including the Executive Board's explanatory report on the disclosures in accordance with Sections 289a (1) and 315a (1) of the German Commercial Code (Handelsgesetzbuch, HGB) and the Supervisory Board's report for financial year 2020

The aforementioned documents can be viewed online at https://www.gigaset.com/hq_en/cms/gigaset- ag/investor-relations/general-meetings.html. The Supervisory Board has already endorsed the separate annual financial statements as well as the consolidated financial statements. Therefore, in accordance with statutory provisions, this agenda item does not include the adoption of a resolution.

ITEM 2

Adoption of a resolution approving the actions of the members of the Executive Board

The Supervisory Board and Executive Board propose that the actions of those individuals who were members of the Executive Board in financial year 2020 be approved for the same period.

ITEM 3

Adoption of a resolution approving the actions of the members of the Supervisory Board

The Supervisory Board and Executive Board propose that the actions of those individuals who were members of the Supervisory Board in financial year 2020 be approved for the same period.

ITEM 4

Adoption of a resolution appointing the auditor for financial year 2021

Upon recommendation by the Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as auditor of the separate annual financial statements and the consolidated financial statements for financial year 2021.

Both the recommendation of the Audit Committee to the Supervisory Board as well as the recommendation of the Supervisory Board are free of any undue influence on the part of third parties. In addition, there were no rules that would have limited the options with respect to the selection of a specific auditor or a specific auditing firm to conduct the audit.

ITEM 5

Supervisory Board elections

The term of office of all Supervisory Board members ends when the 2021 Annual General Meeting draws to a close. The Supervisory Board must therefore be re-elected for the period from this date onward.

The Supervisory Board proposes the election of the following persons as shareholder representatives on the Supervisory Board:

  1. Hau Yan Helvin Wong, resident in Brisbane, Australia, lawyer, Director of LFH Consultancy Company Limited
  2. Dr. Paolo Vittorio Di Fraia, resident in Paris, France, President and Senior Partner at PDF Partners SAS
  3. Ulrich Burkhardt, resident in Fürstenfeldbruck, Germany, independent auditor and tax consultant
  4. Jenny Pan, resident in Boston, MA, USA, merchant and CEO, SLOAN ESTATE, Rutherford,
    CA, USA
  5. Flora Ka Yan Shiu, resident in Hong Kong, People's Republic of China, businesswoman and advisor at the Goldin Real Estate Financial Group
  6. Barbara Münch, resident in Munich, Germany, lawyer and Managing Director of AssetMetrix GmbH

The Supervisory Board members are elected by the Annual General Meeting until the conclusion of the Annual General Meeting that decides on the approval of the actions of the board members for the first financial year after the beginning of the term of office, not counting the financial year in which the term of office begins.

The Supervisory Board is composed of six members to be elected by the Annual General Meeting in accordance with Sections 96 (1), last case, and 101 (1) of the German Stock Corporation Act (Aktiengesetz, AktG) in conjunction with Articles 7 (1) and 7 (2) of the Articles of Association.

The intention is for the Annual General Meeting to decide on the Supervisory Board elections by means of individual voting.

If elected to the Supervisory Board, Mr. Hau Yan Helvin Wong is to be proposed as a candidate for Chair of the Supervisory Board.

The curricula vitae of the candidates and other information pertaining to agenda item 5 can be found in section II. 1. below.

ITEM 6

Adoption of a resolution approving the compensation system for Executive Board members

The Supervisory Board of Gigaset AG has passed a resolution on a new compensation system for Executive Board members pursuant to Section 87a(1) AktG. In accordance with the introduction of Section 120a (1) sentence 1 AktG as a result of the German Law on the Implementation of the Second Shareholder Rights Directive (ARUG II) of 12 December 2019, the Annual General Meeting must pass a resolution, for companies listed on the stock exchange, on the compensation system for Executive Board members presented by the Supervisory Board each time a material amendment is made, but at least every four years.

The Supervisory Board will apply the compensation system to all employment contracts with Gigaset AG Executive Board members that are concluded, amended or extended after a period of two months has lapsed after the compensation system is approved by the Annual General Meeting for the first time.

The compensation system for Executive Board members is described in section II. 2. below and can be viewed on the Company's website at https://www.gigaset.com/hq_en/cms/gigaset-ag/investor- relations/general-meetings.html.

The Supervisory Board proposes that following resolution be adopted:

The compensation system for Executive Board members decided by the Supervisory Board and shown in section II. 2. below is approved.

ITEM 7

Adoption of a resolution on the compensation of Supervisory Board members and corresponding amendment to Article 12 of the Articles of Association (reimbursement of expenses, compensation)

In accordance with the introduction of Section 113 (3) AktG as a result of the German Law on the Implementation of the Second Shareholder Rights Directive (ARUG II) of 12 December 2019, the Annual General Meeting must pass a resolution on the compensation of Supervisory Board members at companies listed on the stock exchange at least every four years.

Pursuant to Article 12 of the Articles of Association, the Annual General Meeting passes resolutions on the compensation of members of the Supervisory Board. The Annual General Meeting last passed a resolution on the compensation of Supervisory Board members on 17 August 2017 and 19 December 2013.

The previous compensation set by resolution of the Annual General Meeting is to be incorporated, unchanged in content and amount, into the Articles of Association with Article 12 of the Articles of Association revised accordingly, taking into account the compensation system shown below and on the Company's website at https://www.gigaset.com/hq_en/cms/gigaset-ag/investor-relations/general-meetings.html.

The Executive Board and Supervisory Board propose that the following resolution be adopted:

Article 12 of the Articles of Association is canceled and revised as follows:

"Article 12 Reimbursement of expenses, compensation

12.1 Every member of the Supervisory Board receives a fixed salary of EUR 5,000.00 ("base compensation") for every month or partial month of their term of office ("accounting month"). The beginning and end of every accounting month are determined based on

sections 187 (1), 188 (2) of the German Civil Code (Bürgerliches Gesetzbuch, BGB). The claim to base compensation arises at the end of the accounting month.

  1. Every member of the Supervisory Board receives a salary of EUR 1,000.00 for participating in a Supervisory Board or committee meeting convened in accordance with the Articles of Association. Telephonic participation in the meeting as well as submission of a vote in writing in accordance with Article 9 (3) sentence 2 of the Articles of Association is equivalent to participating in the meeting. Multiple meetings of the same body on the same day are compensated as one meeting. The claim to compensation for attending a meeting arises when the minutes of the meeting are signed by the Chair or Committee Chair. The basis for the claims can only be proven by the minutes of the meeting in accordance with section 107 (2) AktG.
  2. Every member of the Supervisory Board receives a salary of EUR 1,000.00 for submitting their vote during the adoption of a resolution in writing, by fax, by telephone, by e-mail, or by other means of telecommunication or data transmission outside of a meeting in accordance with Article 9 (4) of the Articles of Association ordered in any particular case by the Chair. Multiple resolutions adopted outside of a meeting on the same day will be compensated as a single claim. The claim to compensation for adopting a resolution arises when the minutes of the resolution are signed by the Chair or Committee Chair. The basis for the claims can only be proven by the minutes of the resolution.
  3. The Chair of the Supervisory Board receives an additional 100% and the Vice Chair of the Supervisory Board receives an additional 50% of all compensation specified in clauses 1 to 3.
  4. The Company reimburses the Supervisory Board members for expenses and any value added tax on compensation or expenses incurred while performing the duties of their office. The claim to reimbursement of expenses arises when the expenses are personally paid by the Supervisory Board member.
  5. All payment claims are due 21 days after the Company receives an invoice satisfying the requirements of a proper invoice. If a claim is asserted for the reimbursement of expenses, copies of receipts for the expenses must be attached to the invoice. The Company is authorised to make payments in advance of the due date.
  6. The Company must take out D&O insurance policies for the benefit of Supervisory Board members that covers the statutory liability relating to their activities on the Supervisory
    Board."

The aforementioned provision shall replace the current resolution of the Annual General Meeting on the compensation of members of the Supervisory Board when the amendment to the Articles of Association takes effect, and become applicable for the first time for the financial year beginning 1 January 2021.

The compensation of Supervisory Board members is laid down in Article 12 of the Articles of Association, subject to the aforementioned provision in the Articles of Association, and as described below in the section on the compensation system underlying this provision.

Compensation system for the members of the Supervisory Board at Gigaset AG

The compensation system takes into account the responsibilities and scope of activities of Supervisory Board members. By monitoring the conduct of management of the Executive Board, the Supervisory Board contributes to supporting the business strategy and promoting the long-term development of the Company.

In addition to the reimbursement of any expenses and value-added tax on compensation or expenses incurred while performing the duties of their office, the members of the Supervisory Board also receive a fixed monthly salary. Furthermore, every member of the Supervisory Board receives compensation for attending a meeting of the Supervisory Board or a committee and for casting a vote during the adoption of a resolution outside of a meeting. There are no provisions for variable compensation or financial or non-financial performance criteria. This is the best way of taking into account the

Supervisory Board's independent control and advisory functions, which are geared towards the Company's long-term development rather than its short-term success.

The amount of compensation granted in each case takes into account the specific function and responsibilities of the Supervisory Board member in question. For example, the higher workload and thus time commitments of the Chair and Vice Chair of the Supervisory Board are taken into account appropriately in the form of additional compensation. Additional compensation is granted for membership in a committee. The higher time commitments for chairs of Supervisory Board committees are not yet taken into account separately in the compensation in light of the Company's situation. Except for this deviation, the compensation structure corresponds to the recommendations of the German Corporate Governance Code.

The compensation is due in monthly installments and to be paid after a corresponding invoice has been issued.

The compensation of the Supervisory Board and the underlying compensation system are regularly reviewed by management, with a particular focus on the time commitments of the Supervisory Board members and the Supervisory Board compensation granted by other similar companies. Owing to the special nature of the compensation granted for Supervisory Board duties, which differ fundamentally from the duties performed by employees of the Company and the Group, a comparison of the salary of the Supervisory Board members with that of the workforce as a whole is not taken into account. Any changes to the compensation or compensation system that are deemed necessary by the Executive Board and the Supervisory Board are presented to the Annual General Meeting in the form of a proposed resolution; however, they are required to present a proposed resolution on the compensation of Supervisory Board members, including the underlying compensation system, to the Annual General Meeting at least every four years.

To date, the compensation of the Supervisory Board members at Gigaset AG has been determined by resolution of the Annual General Meeting and is to be laid down in Article 12 of the Articles of Association in future. The aforementioned proposal is based on the resolutions of the Annual General Meeting on the compensation of Supervisory Board members on 17 August 2017 and 19 December 2013. Those resolutions, like this year's resolution on the compensation scheme for the Supervisory Board in Article 12 of the Articles of Association, were discussed at length by the Executive Board and the Supervisory Board.

The applicable provisions regarding avoidance and treatment of conflicts of interest are also taken into account in the procedure for determining and implementing the compensation system.

ITEM 8

Adoption of a resolution on further amendments to Articles 7 (2), 9 (6) and 14 of the Articles of Association

8.1 Amendment to Article 7 (2) of the Articles of Association (composition, term of office)

Article 7 (2) of the Articles of Association currently stipulates that Supervisory Board members are elected by the Annual General Meeting until the conclusion of the Annual General Meeting that decides on the approval of the actions of the board members for the first financial year after the beginning of the term of office, not counting the financial year in which the term of office begins. This very short term of office is to be extended by one year.

The Executive Board and Supervisory Board propose that the following resolution be adopted:

Article 7 (2) of the Articles of Association is canceled and revised as follows:

"7.2 The Supervisory Board members are elected by the Annual General Meeting until the conclusion of the Annual General Meeting that decides on the approval of the actions of the board members for the second financial year after the beginning of the term of office, not counting the financial year in which the term of office begins. The term of office of Supervisory Board members appointed during a term of office ends at the same time as that of the entire Supervisory Board."

Disclaimer

Gigaset AG published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 15:27:07 UTC.


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Klaus We▀ing Chief Executive Officer
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