Kulmbach – GfBk, the largest shareholder of flatexDEGIRO AG, has released a statement clarifying their position on the agenda items for the upcoming Annual General Meeting on June 4, 2024. The company has expressed their support for numerous agenda items set by the Executive Board, but also stated that they will express a contrary opinion from the perspective of a shareholder focused on the overall well-being of the company and all other shareholders.
In particular, GfBk has highlighted the following points for clarification:
1. Full support for the share buyback program in all proposed variants (agenda items 9 to 12).
2. Urgency of the removal of the Chairman of the Supervisory Board:
a) Control Mechanism and Supervision: GfBk believes that the Chairman of the Supervisory Board, as a long-standing chairman, holds significant responsibility for the composition of the Executive Board and governance within the company. The company’s Executive Board consisted of only two members for a long time, with almost all tasks and responsibilities concentrated on the CEO. This lack of division of tasks within the Executive Board is not in line with good governance practices. Additionally, the Chairman of the Supervisory Board only initiated an appropriate expansion of the board in view of the company’s size during an extraordinary BaFin audit, instead of proactively and initiative-driven composing the management board.
b) BaFin Findings: The communication of the news regarding the crucial BaFin finding was an organizational failure for all shareholders. This resulted in a disastrous outcome for the company, with the stock losing 37% of its value on the following trading day. As mentioned in a letter to shareholders by the Chairman of the Supervisory Board, there are still relevant findings by BaFin that have not been fully resolved.
c) Compensation – Pay for Performance: GfBk has raised concerns about the compensation received by the previous board members, who stepped down during the restructuring process due to BaFin findings. The board received a distribution of EUR 25,857,622 through a participation program in 2023, which is more than a third of the company’s total result for that year. This distribution largely went to the two responsible board members at the time. GfBk also highlighted that the Supervisory Board did not transparently include these distributions in the 2023 compensation report, only mentioning them in a footnote.
d) Succession Planning: GfBk has expressed concern that the Chairman of the Supervisory Board has delayed searching for an alternative CEO, instead of urgently addressing the search after the departure of two board members. They believe that given the company’s performance during the COVID crisis, a new CEO is needed to bring necessary management changes.
e) Employee Stock Option Program: GfBk has also raised concerns about the proposed employee participation program, stating that it does not meet good corporate governance standards and is heavily tilted in favor of the board. The plan is unambitious and does not clearly show how it will contribute to increasing the long-term value of flatexDEGIRO AG. GfBk also pointed out that the plan does not include specific quantitative minimum conditions, leaving shareholders unable to determine if the options are tied to sustainable company value growth.
GfBk has stated that these reasons do not allow for further waiting and analyzing, and a timely replacement of the Chairman of the Supervisory Board is required for the well-being of the company, its employees, and its shareholders.
In this context, GfBk has proposed Mr. Axel Hörger as an independent candidate for the position of Chairman of the Supervisory Board. They have clarified that Mr. Hörger has no economic, personal, or business relationships with GfBk or Mr. Förtsch and is recognized by numerous investors and market participants as an independent candidate. GfBk believes that Mr. Hörger is qualified and equipped with the necessary expertise, industry knowledge, and reputation to bring stability for a necessary fresh start in the committee immediately. They have urged shareholders to form their opinions based on facts.
GfBk has also clarified that Mr. Bernd Förtsch, who is standing as a replacement for Herbert Seuling, who has resigned from the Supervisory Board, is not seeking to become Chairman of the Supervisory Board. Instead, he would like to support the company as a simple member of the Supervisory Board.
Lastly, GfBk has stated that it was never their intention to provoke a public confrontation. They are aware of the negative aspects of such a publicly conducted discussion as the largest shareholder. However, a consensual solution could not be achieved after numerous discussions over the past months.
In conclusion, GfBk has asked all shareholders to support their concerns and give the company the opportunity to refocus on its core business as quickly as possible. All relevant documents and information can be found on their website at www
Derick is an experienced reporter having held multiple senior roles for large publishers across Europe. Specialist subjects include small business and financial emerging markets.