HORNBACH Baumarkt : PDF-Download | MarketScreener

non-binding convenience translation

Statement of compliance with the German Corporate Governance Code

pursuant to Article 161 of the German Public Limited Companies Act (AktG)

The Board of Directors and the Supervisory Board of HORNBACH Baumarkt AG hereby declare in accordance with § 161 of the German Public Limited Companies Act (AktG):

1. Section related to the future

In the future, the company will basically comply with the recommendations of the “German Code of Corporate Governance” in the version of December 16, 2019 and published in the Official Gazette of the Federation on March 20, 2020. The following recommendations do not apply : C. 10 Sentence 1 Case 1, C.11 and G.10.

These deviations from the recommendations are due to the following considerations:

  1. Recommendation C.10 Sentence 1 Case 1:
    According to Recommendation C.10, sentence 1, case 1, the chairman of the supervisory board must be independent from the company and its board of directors. Albrecht Hornbach was CEO of the company from 1998 to 2001 and has been a member of its Supervisory Board since April 25, 2002, that is, for more than 12 years. Given the way in which he has critically accompanied the development of the company for decades and the fact that his actions are always well considered and guided by the best interests of the company, there is no doubt about his suitability as Chairman of the Supervisory Board.
  2. Recommendation C.11:
    In accordance with Recommendation C.11, the Supervisory Board should not include more than two former members of the Board of Directors. With Albrecht Hornbach, who was CEO of HORNBACH Baumarkt AG from 1998 to 2001, and Martin Hornbach, who was also a member of the Board of Directors of HORNBACH Baumarkt AG from 1998 to 2001, the Supervisory Board already includes two former members of the Board. Management. On May 19, 2021, the Supervisory Board decided to nominate Steffen

1/4

non-binding convenience translation

Hornbach to the Annual General Meeting of HORNBACH Baumarkt AG to be elected as an additional member of the Supervisory Board for the period from January 1, 2022 and as successor to Prof. Dr. Jens P. Wulfsberg, who resigned from his position on the Supervisory Board. as of December 31, 2021. In accordance with this proposal, on July 7, 2021 the Annual General Meeting elected Steffen Hornbach as a member of the Supervisory Board as of January 1, 2022. Steffen Hornbach was a member of the Board of Administration of HORNBACH Baumarkt AG from 1992 to 2019 and CEO from 2001 to 2019. Given his extensive activity in the company, Steffen Hornbach has extensive experience in the management and further strategic development of the HORNBACH Group. From the perspective of the Supervisory Board, his election would be a great gain for the company. At the same time, the activities of Albrecht Hornbach and Martin Hornbach on the company’s Supervisory Board are greatly appreciated. Furthermore, their activities as members of the company’s Board of Directors ended decades ago. Therefore, from the perspective of the Supervisory Board, there are no longer any considerations that could contradict its ability to provide independent advice and supervision in its capacity as members of the Supervisory Board.

  1. Recommendation G.10:
    G.10 ​​recommends that, taking into account the respective tax burden, the variable remuneration granted to a member of the Board of Directors should be invested predominantly in company shares by the respective member or should be awarded predominantly as share-based remuneration and the one granted in the long term. -The components of variable term remuneration must be accessible to members only after a period of four years.
    The members of the Board of Directors are obliged to invest 50% of the amount paid to them as multi-year variable remuneration (“MVR”) each year in company shares and maintain these shares during the term of their employment contracts. This requirement applies until the minimum participation stipulated in the Shareholding Regulations for the respective member of the Board of Directors is reached. In addition, the MVR is linked to a share-based performance criterion in the form of total relative return to shareholder (“TSR”). The company’s compensation system therefore has a significant, if not predominant, share-based alignment. The Supervisory Board is of the opinion that, in combination with the obligation to acquire and own shares, the weighting selected for TSR’s share-based performance criterion nonetheless creates well-balanced incentives for the members of the Board of Directors. The Supervisory Board believes that this gives the

2/4

non-binding convenience translation

necessary weighting with other performance criteria and, therefore, ensures the suitability of the remuneration of the Board of Directors.

The recommendation that the long-term variable remuneration components granted should only be accessible to the members of the Board of Directors after four years is basically met with respect to the MVR: The company grants tranches of the MVR to the members of the Board of Directors with a performance period of four years in each case. The payment amount calculated for each tranche should only be paid after the last financial year of the execution period. However, for the fiscal years 2020/21, 2021/22 and 2022/23, the members of the Board of Directors have the possibility of receiving an advance payment equivalent to 25% of the target amount of the tranche stipulated for the respective fiscal year. This possibility is intended to compensate for the three-year payment gap that arose due to the conversion of the three-year retrospective MVR valid up to and including the 2019/20 financial year to the prospective MVR. Given this option by the members of the Board of Directors, the company has declared, on a precautionary basis, a deviation from this recommendation.

2. Section related to the past

Basically, the company complied with the recommendations of the “German Code of Corporate Governance” in the version of December 16, 2019 and published in the Official Gazette of the Federation on March 20, 2020 with the exception of the deviations already indicated and substantiated for the future in Section II.1 a) and c) in the period since the previous Declaration of Compliance was filed in December 2020 above and with the additional exception of the deviation already indicated and based on the future in Section I. 1 b) earlier in the period from the submission of the intra-annual amendment in May 2021.

Furthermore, until the publication of its 2020/2021 Annual Report on May 27, 2021, the company did not comply with Recommendation G.3 Sentence 1, Final Clause. This was due to the following consideration:

Recommendation G.3 Sentence 1, which requires the evaluation of whether the specific total remuneration of the members of the members of the Board of Directors is in line with the usual levels compared to other companies, to be determined by reference to a group of appropriate pairs of other third parties. companies, was implemented by resolution of the

3/4

non-binding convenience translation

Supervisory Board of December 17, 2019 regarding the new remuneration system of the Board of Directors in force as of March 1, 2020. However, as already indicated in the 2019/20 remuneration report, the new system of remuneration of the Board of Directors was only explained in the remuneration report of the 2020/21 Annual Report. Therefore, the Supervisory Board did not consider it appropriate to publish the peer group, independently and out of context, in the remuneration report of the 2019/20 Annual Report. However, this information was published in the remuneration report of the 2020/21 Annual Report.

Bornheim near Landau, December 2021

HORNBACH Baumarkt AG

The supervisory board

The board of directors

4/4

Disclaimer

Hornbach-Baumarkt AG published this content in December 22, 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, in Dec 22, 2021 06:02:02 UTC.

Publicnow 2021

All news about HORNBACH BAUMARKT AG

Analyst Recommendations on HORNBACH BAUMARKT AG

Sales 2022 5 282 M
5 953 M
5 953 M
Net profit 2022 161 M
181 M
181 M
Net debt 2022 1460 million
1 646 million
1 646 million
P / E ratio 2022 9.37x
Performance 2022 1.89%
Capitalization 1 511 million
1 702 M
1,703 million
EV / Sales 2022 0.56x
EV / Sales 2023 0.53x
No. of employees 23 114
Free float 23.5%

Chart HORNBACH BAUMARKT AG
Duration :

Period:

HORNBACH Baumarkt AG Technical Analysis Chart |  MarketScreener

Technical Analysis Trends HORNBACH BAUMARKT AG

Short term Medium term Long-term
Trends Bullish Bullish Bullish

Evolution of the income statement

Sell

Buy

Medium consensus PURCHASE
Number of analysts one
Last closing price

€ 47.50

Average target price

€ 55.00

Average spread / target 15.8%

.

Leave a Comment