Corporate News


Encavis AG publishes invitation to physical Annual General Meeting on 1^st June 2023 and aligns Executive Board remuneration with ESG criteria and the German Corporate Governance Code (GCGC)

Hamburg, 24th April 2023 – The MDAX-listed wind and solar park operator Encavis AG (Prime Standard, ISIN: DE0006095003, ticker symbol: ECV) publishes a large amount of advance information with the invitation to the Annual General Meeting (AGM) to be held exclusively in physical presence in Hamburg on 1^st June 2023.

The remuneration system for the members of the Executive Board makes an important contribution to promoting the corporate strategy and the long-term, sustainable and value-creating development of Encavis AG. The remuneration of the Executive Board is based primarily on the size and economic situation of the Company, the challenges of the market and the performance of the Executive Board as a whole. Through its design, it is intended to contribute to the sustainable success of the Company and the achievement of strategically important corporate goals. The Company's long-term strategic growth targets communicated up to the end of 2027 are important performance indicators, particularly for short-term but also long-term variable compensation. To reinforce the German Corporate Governance Code (GCGC) and the even closer link between Executive Board compensation and sustainability targets, as well as the associated ESG orientation, already now a renewed "Resolution on the approval of the amended compensation system for members of the Executive Board" is being proposed in agenda item 7 of the Annual General Meeting.

Section 120a (1) sentence 1 of the German Stock Corporation Act (AktG) stipulates that the Annual General Meeting of listed companies shall resolve on the approval of the remuneration system for the members of the Executive Board presented by the Supervisory Board whenever there is a significant change, but at least every four years. The Annual General Meeting last passed a resolution on the system for the remuneration of the members of the Executive Board of Encavis AG on 27^th May 2021, with an approval rate of 86.14%.

Based on the recommendation of the Personnel and Nominations Committee, the Supervisory Board has further developed the system for the compensation of Executive Board members approved by the 2021 Annual General Meeting, subject to approval by the Annual General Meeting, effective 1^st January 2023. The adjustments relate in particular to:

• The long-term variable compensation component, which in addition to the long-term stock option programme already in place, will in the future also include a separate ESG component.
• The long-term variable compensation exceeds the short-term variable compensation already
  at the time of allocation.
• The Executive Board service contracts contain a clawback clause.
• The Executive Board service contracts contain a severance payment cap.
   

The present remuneration system applies retroactively to all Executive Board members for all remuneration components as of 1^st January 2023, as well as to all new contracts of employment to be concluded or extended with Executive Board members and in the event of reappointment until a new remuneration system for Executive Board members is approved.

The remuneration of the Executive Board of Encavis is composed of fixed and variable remuneration components. The fixed components consist of the non-performance-related fixed annual salary and fringe benefits. The variable, performance-based components consist of a short-term variable compensation (annual bonus) and two long-term variable compensation components, the stock option-based compensation (virtual stock option programme "AOP") and an ESG component (bonus). The total target compensation comprises the sum of all compensation components relevant for the total compensation, based on a target achievement of 100% for the variable compensation components, as follows:

46% Fixed compensation

26% Variable compensation (annual bonus / short-term component STIP)

28% Virtual AOP & ESG bonus (long-term components / LTIP)

The Chairman of the Supervisory Board, Dr Manfred Krüper, had already announced at the previous year's AGM (2022) that he intended to chair the Board for only one more year. This means that following this year's AGM, a successor is to be elected from among the members of the Supervisory Board. The Supervisory Board intends to elect Dr Rolf Martin Schmitz as Chairman at its meeting following this year's AGM.

Further changes in the composition of the committees already announced by the Supervisory Board follow the principle of filling the position of Chairman of each committee with independent members of the Supervisory Board.

It is therefore planned that Dr Rolf Martin Schmitz will take over as Chairman of the Personnel and Nominations Committee, and that Dr Marcus Schenck will be a new member of this committee alongside the two other committee members Dr Manfred Krüper and Thorsten Testorp.

Ms. Isabella Pfaller will continue to chair the Audit and ESG Committee. The enrichment of tasks of the former Audit Committee only, by the strategically crucial issue of sustainability is mirrored now in the corresponding naming, too. Dr Rolf Martin Schmitz is to join this committee as a new member, along with the two other committee members Prof Fritz Vahrenholt and Dr Marcus Schenck.

Mr. Albert Büll already ran for re-election to the Supervisory Board for only two years at the previous AGM in 2022, in order to deliberately equalize the scheduled change or, through the staggered election of individual members to the Supervisory Board, this process - thus continuing the path towards a so-called "Staggered Board" at Encavis AG.

The complete text of the invitation to this year's Annual General Meeting, which will be held exclusively in physical presence, can be downloaded from the Encavis AG website at the following link:

https://www.encavis.com/en/green-capital/investor-relations/agm

About ENCAVIS:
Encavis AG (Prime Standard; ISIN: DE0006095003; ticker symbol: ECV) is a producer of electricity from Renewable Energies listed on the MDAX of Deutsche Börse AG. As one of the leading independent power producers (IPP), ENCAVIS acquires and operates (onshore) wind farms and solar parks in twelve European countries. The plants for sustainable energy production generate stable yields through guaranteed feed-in tariffs (FIT) or long-term power purchase agreements (PPA). The Encavis Group's total generation capacity currently adds up to around 3.5 gigawatts (GW), of which more than 2.1 GW belongs to the Encavis AG, which corresponds to a total saving of around 0.8 million tonnes of CO₂ per year stand-alone for the Encavis AG. Within the Encavis Group, Encavis Asset Management AG offers fund services to institutional investors.

Encavis is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG's environmental, social and governance performance has been awarded by two of the world's leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with their "A" level and ISS ESG with their "Prime" label.

Additional information can be found on www.encavis.com 

Contact:
ENCAVIS AG         
Jörg Peters          
Head of Corporate Communications & IR    
Tel.: + 49 40 37 85 62 242      
E-Mail: joerg.peters@encavis.com
http://www.encavis.com