Corporate Governance and Responsibility Statement
BigRep SE (hereinafter referred to as “the Company”) is a Societas Europaea under Luxembourg
law, which shares are traded on the regulated market of the Frankfurt Stock Exchange. The
Company established a two-tier governance system (Système Dualiste) that comprises of a
Management Board (Directoire) responsible for the operating management of the Company and a
Supervisory Board (Conseil de Surveillance) that oversees and monitors the activities of the
Management Board. The Group’s corporate governance is determined by the applicable
Luxembourg law of 10 August 1915 on commercial companies (as amended), the Luxembourg law
of 24 May 2011 on the exercise of certain shareholder rights in listed companies (as amended), the
Group’s Articles of Association, as well as the Rules of Procedure of the Group’s Management Board
and the Rules of Procedure of the Supervisory Board. The Group is not required to adhere to the
Luxembourg corporate governance regime applicable to companies whose shares are traded in
Luxembourg. The Group has opted not to apply the Luxembourg corporate governance regime in its
entirety on a voluntary basis either. Nevertheless, the company aligns its corporate governance
framework with the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange
(“LuxSE”) wherever appropriate. During the reporting period, the Supervisory Board reviewed the
Company's regulations in light of these principles and confirmed that the framework is largely
structured and applied in accordance with them. Company-specific circumstances may lead to
deviations from this framework, but these are generally based on the rules of proper corporate
governance. As a result, the Company is committed to applying and implementing a high standard
of corporate governance throughout its organization and has therefore decided to set up a corporate
governance structure comparable to the afore-mentioned standards which meet the specific needs
and interests of the Group. The Supervisory Board reviews the corporate governance framework at
least once a year.
The Company has also issued internally a corporate Code of Conduct. Under this code, all
employees of the Company are required to abide by applicable laws and practice a culture of
integrity. The code outlines the core values of the Company, which also include taking corporate and
social responsibility, embracing diversity and considering also the long-term effects of our doing.
The Management Board is responsible for managing the Company and informs the Supervisory
Board regularly, comprehensively, and without delay about all relevant issues involving strategy,
planning, business development, the risk situation, risk management, and compliance. The
Supervisory Board appoints the Management Board members and monitors and advises the
Management Board on its management duties. To perform certain transactions and measures
specified by law, the Articles of Association of the Company, or the Management Board’s bylaws,
the Management Board must obtain the prior approval of the Supervisory Board. The Management
Board is required to report to the Supervisory Board on the conclusion, amendment, or termination
of important agreements that do not require approval under the Articles of Association or the
Management Board’s bylaws. The Management Board is also required to notify the Supervisory
Board of all material events, even those that do not require the approval of the Supervisory Board.
In light of the above statements in 2024, the Management Board and the Supervisory Board once
worked closely together for the benefit of the Company and all stakeholders.
Solely for purposes of section 5.4.1. of the DAX Equity Index Methodology Guide of STOXX Ltd.,
the Company declares that it does not deviate from recommendations C.10 (with sole reference to
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its applicability to the Chair of the Audit Committee), D.8 and D.9 of the GCGC 2022, in each case
applied accordingly to a Societas Europaea with a two-tier governance system under Luxembourg
law. The Company’s Supervisory Board or its audit committee arranges for the Company’s external
auditors to inform it and note in the audit report if, during the performance of the audit, the external
auditors identify any facts that indicate an inaccuracy in adhering to the recommendations in C.10,
D.8 or D.9 of the GCGC in each case applied accordingly to a Societas Europaea with a two-tier
governance system under Luxembourg law, and, in case of D.9, applied accordingly with respect to
this statement.
During the past 2024 fiscal year, the Supervisory Board of the Group was reorganized and newly
appointed as part of the Business Combination. The table below provides an overview of the
composition and members of the Supervisory Board before and after this transaction. The
Supervisory Board continuously performed the tasks that are incumbent upon it according to the
laws and the Company's bylaws. It consulted with the Management Board on an ongoing basis
regarding the operational management of the company and supervised its managerial activities. The
Management Board informed the Supervisory Board regularly, promptly and extensively about all
significant topics concerning the Company, especially about the corporate strategy, the status of the
implementation of all strategic initiatives, and the current business progress. Likewise, the share
price performance, as well as topics of relevance to the capital market and compliance, also formed
part of the regular information provided by the Management Board.
The Supervisory Board was included at an early stage in all fundamentally important decisions. The
Supervisory Board therefore had sufficient opportunity to engage with topics and to prepare for
resolutions. Any and all matters that the Management Board submitted to the Supervisory Board for
approval in accordance with the bylaws and the rules of business procedures were approved by the
Supervisory Board after in-depth review and discussion with the Management Board. The chairman
of the Supervisory Board and the Management Board were also in close contact to ensure a
continuous information outside scope of Supervisory Board meetings. The quorum required by the
bylaws of the Company was always complied with when the Supervisory Board passed its
resolutions.
The following table shows the members of the Management Board and the Supervisory Board of the
Company:
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Body
Name
Role / Position
Start of Term
End of Term
Dr. Stefan Petrikovics
Chief Executive Officer (CEO)
27 Jul 2023
30 Jul 2024
René Geppert
Chief Operating Officer (COO)
27 Jul 2023
30 Jul 2024
George Aase
Chief Financial Officer (CFO)
27 Jul 2023
30 Jul 2024
Chief Administration Officer
Management Board
Werner Weynand
27 Jul 2023
30 Jul 2024
(CAO)
Dr. Sven Thate
Chief Executive Officer (CEO)
30 Jul 2024
31 Oct 2024
Dr. Reinhard Festag
Chief Financial Officer (CFO)
30 Jul 2024
31 Mar 2025
Thomas Jannics-Jakomini
Chief Executive Officer (CEO)
01 Nov 2024
— (incumbent)
Ewald Weizenbauer
Chairman
25 Sep 2023
30 Jul 2024
Rhett Oudkerk Pool
Member
25 Sep 2023
30 Jul 2024
Benoît de Belder
Member
25 Sep 2023
30 Jul 2024
Dr. Geza Toth-Feher, Lord of
Member
25 Sep 2023
30 Jul 2024
Kennal
Supervisory Board
Dr. Peter Smeets
Chairman
30 Jul 2024
30 Aug 2025
Florian Hampel
Deputy Chairman
30 Jul 2024
— (incumbent)
Philipp Prechtl
Member
30 Jul 2024
— (incumbent)
Tommy Grosche
Member
30 Jul 2024
— (incumbent)
Isabella de Krassny
Member
30 Jul 2024
— (incumbent)
The Company additionally declares that it has appointed an Audit Committee that is to monitor the
accounting process, the effectiveness of the internal control system, the risk management system,
and the internal accounting control system as well as the auditing of standalone and consolidated
financial statements, and in this regard particularly the selection and the independence of the auditor
of the annual accounts and the services additionally provided by the auditor of the annual accounts
pursuant to section 107 (4) of the German Stock Corporation Act (Aktiengesetz) and, insofar as
applicable to the Company as a Luxembourg-listed public-interest entity, Article 52 of the
Luxembourg Law of 23 July 2016 concerning the audit profession and the related provisions of
Regulation (EU) No 537/2014. The Audit Committee comprises two members elected by the
Supervisory Board. These are Philipp Prechtl (chairman) and Florian Hampel. In accordance with
Article 68, the Audit Committee supervises the financial reporting process, including the
effectiveness of the internal control system and risk management system, and—consistent with
Luxembourg law—performs these duties pursuant to Article 52(6)(b)–(c) of the Luxembourg Law of
23 July 2016 concerning the audit profession (and related provisions of Regulation (EU) No
537/2014). It discusses regular risk reports and addresses issues of compliance and reporting to the
Supervisory Board. In addition, it oversees, without intervening in it, the audit of the standalone
financial statements, the Management Report and the proposal on profit/loss appropriation as well
as the consolidated financial statements and the Group Management Report by the Supervisory
Board. In this context, it familiarizes itself with the auditors’ view on certain aspects of the audit.
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Due to the reorganization of the Management Board, there is currently no dedicated remuneration
policy in place. This will be further specified in the course of the further reorganization of the
Management Board.
In general, the compensation scheme for the Company’s governing bodies, comprising the
Management Board and the Supervisory Board of the Company, is based on the respective
individuals’ responsibilities and tasks, and in the existing variable components for the Management
Board takes into account the Company’s financial and business position. The Supervisory Board
consults about and approves the Management Board’s compensation. The current compensation
structure was set in the current employment contract. The existing employment contract will be
supplemented in the 2025 fiscal year by a long-term incentive program (LTI) that will be concluded
in the course of fiscal year 2025. Compensation for individual members of the Management Board
comprises both fixed and variable components.
Corporate Governance Statement by the Management Board for the period ended 31
December 2024
The Management Board of the Company reaffirm their responsibility to ensure the maintenance of
proper accounting records disclosing the consolidated financial position of the Group with reasonable
accuracy at any time and ensuring that an appropriate system of internal controls is in place to
ensure that the Group’s business operations are carried out efficiently and transparently.
In accordance with Article 3 of the Luxembourg law of 11 January 2008 on transparency
requirements in relation to information about issuers whose securities are admitted to trading on a
regulated market, the Management Board of the Company, acting within the framework of their
corporate governance responsibilities, hereby confirm that, to the best of their knowledge, the
consolidated financial statements, prepared in accordance with International Financial Reporting
Standards as adopted by European Union, give a true and fair view of the assets, liabilities, financial
position and profit or loss of the issuer and the undertakings included in the consolidation taken as
a whole.
Furthermore, the management report includes a fair review of the development and performance of
the business and the position of the Group, and the undertakings included in the consolidation taken
as a whole, together with a description of the principal risks and uncertainties, where appropriate,
faced by the Group as well as other information required by Article 68b of the Luxembourg law of 19
December 2002 on the commercial companies register and on the accounting records and financial
statements of undertakings, as amended.
Luxembourg,
Thomas Janics-Jakomini
Chief Executive Officer BigRep SE
Member of the Management Board
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