Supervisory Board

In the financial year 2023, the Supervisory Board addressed the efficiency of its activities, in particular its organization and working methods, and carried out a self-evaluation within the meaning of C-Rule 36 of the Austrian Code of Corporate Governance (see further information in the Report of the Supervisory Board for the Business Year 2023 - Page 22 in the Annual Report 2023).

In accordance with the Stock Corporation Act, the Supervisory Board established an Audit Committee to perform its scheduled supervisory and control functions.

The Audit Committee is responsible for the auditing and preparation for the establishment of the annual financial statements, the proposed distribution of net income and the management report, as well as the auditing of the consolidated financial statements and the corporate governance report. The Audit Committee makes a proposal for the selection of the auditor and presents the proposal of the Supervisory Board to the Annual General Meeting for voting. In line with C-Rule 81a of the ÖCGK, the Audit Committee must establish a mutual line of communication with the financial auditor in a meeting.

Friedrich Roithner was elected as a new member of the Audit Committee of PIERER Mobility AG in 2023, so that the Audit Committee still has three members. The Audit Committee held three meetings during the 2023 financial year, in which a representative of the certified public accountant also participated.

The Remuneration Committee and the Committee for Compliance, Investor Relations (IR) and Sustainability (ESG) each met once in the 2023 financial year.

Since the Supervisory Board consists of no more than six members, the tasks of the Nomination committee are fulfilled by the entire Supervisory Board.

• Audit Committee:

  Srinivasan Ravikumar (Chairperson),

  Friedrich Roithner (Deputy Chairperson, financial expert),

  Michaela Friepess (Member).
  
  

• Remuneration Committee:

  Josef Blazicek (Chairperson),

  Michaela Friepess (Deputy Chairperson).
  
  

• Committee for Compliance, Investor Relations (IR) and Sustainability (ESG):

  Michaela Friepess (Chairperson),

  Josef Blazicek (Deputy Chairperson).

Independence Criteria for the Supervisory Board of PIERER Mobility AG to Austrian Corporate Governance Code:

A member of the Supervisory Board shall be deemed to be independent if said member does not have any business or personal relations with the company or its Executive Board that constitute a material conflict of interests and are therefore capable of influencing the behavior of the member.

The independence of the Supervisory Board members is defined by the following guidelines:

Criterion 1: The Supervisory Board member was not a member of the Executive Board or a top executive of PIERER Mobility AG or a subsidiary of the company during the previous five-year period.

Criterion 2: The Supervisory Board member does not or did not maintain any business relationships with the company or a subsidiary of the company in the previous year of a scope which may be considered significant for the Supervisory Board member. This also applies to business relationships with companies in which the Supervisory Board member has a considerable economic interest, but not to performing roles on committees within the Group. Approval of individual transactions by the Supervisory Board pursuant to L-Rule 48 of the Austrian Code of Corporate Governance does not automatically disqualify the Supervisory Board member from being independent.

Criterion 3: The Supervisory Board member was not an auditor of the company, a shareholder or employee of the auditing company during the previous three years.

Criterion 4: The Supervisory Board member is not a member of the Executive Board of another company, in which a member of the Executive Board of PIERER Mobility AG serves on its Supervisory Board.

Criterion 5: The Supervisory Board member has not been on the Supervisory Board of the company for more than 15 years. This does not apply to Supervisory Board members, who are shareholders with a direct investment in the company or who represent the interests of such a shareholder.

Criterion 6: The Supervisory Board member is not a close family member (direct descendant, spouse, common law spouse, parent, uncle, aunt, sibling, niece or nephew) of a member of the Executive Board of the company or of people who fulfill one of the other criteria described above.

The Deputy Chairman of the Supervisory Board, Rajiv Bajaj, is Managing Director, CEO and shareholder of Bajaj Auto Ltd, Pune, India. Since 2007, there has been a cooperation between Bajaj Auto Ltd. and KTM AG, a 100% subsidiary of PIERER Mobility AG. The focus of the cooperation is the joint development of street motorbikes in the entry-level segment, which are produced in India and marketed by both companies under the KTM and Husqvarna brands in their home markets. Bajaj Auto Ltd, in which Rajiv Bajaj has a significant economic interest, thus maintains a business relationship with a subsidiary of PIERER Mobility AG to a significant extent, which is why Rajiv Bajaj does not meet independence criterion 2.

The Supervisory Board member Friedrich Roithner resigned from the Executive Board of the company immediately prior to his election to the Supervisory Board at the 26th Annual General Meeting on April 21, 2023 and therefore does not meet independence criterion 1. The election to the Supervisory Board was based on the proposal of the main shareholder Pierer Bajaj AG in accordance with Section 86 para. 4 no. 2 AktG and thus in accordance with the provisions of Austrian stock corporation law on cooling-off.

The other members of the Supervisory Board of PIERER Mobility AG admit all criteria of independence pursuant to C-Rule 53 and declare themselves to be independent.

According to C-Rule 54 of the Austrian Code of Corporate Governance, the Supervisory Board of the company shall include at least one independent member delegated by the shareholders who is not a shareholder with a share of more than 10% or who represents such a shareholder’s interests. This requirement of C-Rule 54 has been met, since no member of the Supervisory Board is a shareholder with a share of more than 10% or who represents such a shareholder’s interests.