Preparations for the 2025 Annual General Meeting season are in full swing. Controversial topics are already on the agenda at the first shareholder meetings of the year, and advisors and lawyers are anticipating tension and discord for the entire season.

Siemens will kick things off for the Dax on 13 February online, followed by the spin-offs Healthineers on 18 February and Siemens Energy on 20 February.

MDax stock Thyssenkrupp will hold its online AGM on 31 January. The MDax-listed tourism group Tui will also hold an online AGM on 11 February. The online Infineon AGM is on 20 February.

Thus there is a consensus in the early group that AGMs should be held virtually. This confirms the trend of recent years among large companies. It can be assumed that even more Dax companies will favour the online format in 2025 than in 2024. BASF and SAP have already announced that they will switch to the virtual format this time.

However, in spite of the corporate consensus on the advantages of virtual AGMs, many companies are still exercising caution when asking their shareholders for authorisation to hold further online meetings in the coming years. The law allows for a vote on a five year period. When the new regulation was introduced, in the face of resistance from investors, most companies without a majority shareholder did not utilise this scope, and limited it to two years in order to appease critics.

The topic is therefore back on the AGM agenda for many issuers in 2025. Siemens and Siemens Energy are sticking to a two year proposal, as is Tui. With the backing of the „parent company“, Healthineers had already secured a five-year extension at the 2023 AGM.

Infineon also wants to have the resolution renewed for two years, but has already announced a change of format for 2026 in the current invitation. „For ecological and organisational reasons as well as cost considerations, the Annual General Meeting on 20 February 2025 will once again be held as a virtual Annual General Meeting. However, the Executive Board plans to hold the company's Annual Shareholders‘ Meeting in February 2026 as an in-person event,“ the company stated.

The authorisation should nevertheless be renewed „so that the Annual General Meeting can be held even if it is not legally feasible to hold an in-person event in 2026 (for example in the event of another pandemic)“, Infineon informed its shareholders. Although the Management Board and Supervisory Board are of the opinion that the virtual AGM format as such has in principle proven its worth in recent years, shareholders should be able to decide on this themselves at regular intervals. The new authorisation should therefore be limited to a period of two years.

Siemens Energy, which was listed in 2020 and has never invited shareholders to an in-person AGM, is also considering a physical AGM for comparison purposes in 2026, according to Supervisory Board Chairman Joe Kaeser. Premises have been reserved.

As in previous years, the votes on the remuneration reports and, if applicable, remuneration systems are likely to provide plenty of material for discussion in the 2025 season. Investors do not generally oppose the level of Executive Board salaries as long as they are in line with the company's performance. However, they take a critical look at special payments and discretionary adjustments. There is also increasing demand for the intensive integration of ESG targets, for incentivisation purposes.

Siemens Energy is approaching shareholders with a special adjustment to the remuneration system in order to compensate for the salary waiver of the Executive Board members forced in connection with a state guarantee. The German government had granted Siemens Energy a guarantee of 7.5 billion euros at the end of 2023 as part of the company's guarantee lines totalling 12 billion euros, agreed with private commercial banks and other stakeholders. As is usually the case, this was linked to a ban on dividends and bonuses.

The Executive Board of the energy technology company is therefore expected to completely forego variable salary components for three financial years until 2026, which, according to the Supervisory Board, will reduce management remuneration to around 35% of the regular target amount. And based on the company's performance in the 2024 financial year, including the strong share price performance, it is only 20%.

According to the remuneration report, CEO Christian Bruch's salary in 2024 was therefore reduced to a fixed salary and pension allowance totalling 2.12 million euros. In the previous year, the CEO had received a bonus of 1.2 million euros, bringing his total remuneration to 3.33 million euros. Nonetheless in September 2024 Bruch agreed to extend his contract by a further five years.

The Remuneration Committee of the Supervisory Board had endeavoured to find what it views as a fair solution for the members of the Executive Board. The company wanted to offer „competitive remuneration for the period after the restrictions“ in order to retain the Executive Board during the bonus restriction phase.

It is now planned to compensate the Executive Board for the first financial year after the end of the remuneration restrictions – presumably in 2027– via a one-off payment related to the waiver. Siemens Energy Chairman Joe Kaeser names three components: A one-off cash payment and share awards that are dependent on the company's performance in the two years following the removal of the remuneration restrictions are to make up the largest part. Siemens Energy intends to grant a third, performance-related, component if the Managing Board succeeds in ending the utilisation of the federal guarantee before the actual term expires, „which would mean an expected annual fee saving for the company in the three-digit million range“. These savings would result from the fact that in addition to the highest guarantee fees in the industry, the federal government also demands a „success fee“ in the three-digit million range if the company fulfils its medium-term business plan.

The amount that the Supervisory Board wants to compensate the Energy Executive Board is not specified. The AGM is to approve an increase in the maximum remuneration for one year to 400% of the amount previously granted. In the other years, the maximum remuneration amounts to 9.95 million euros for the CEO and 5.95 million euros for the other members of the Executive Board.

A fundamental change is imminent at Tui. From the 2026 AGM onwards, the company intends to reduce the size of the Supervisory Board from 20 to 16 members, with equal representation. This is permitted by law, as the number of employees is below 10,000. The term of office of Jutta Dönges, Edgar Ernst and Janina Kugel will end at the 2025 AGM, with both women standing for re-election. Ernst, who has been on the Board since 2011, is to be replaced by Pepijn Rijvers, Executive Vice President of the World Business Council for Sustainable Development. The three nominees are to be elected for four years. According to the invitation to the AGM, the planned reduction in size would see two members of the Supervisory Board resign from office in the coming year.

Supervisory Board elections are also on the agenda at Siemens, Infineon and Siemens Energy.