Statement on corporate governance pursuant to Sections 289f and 315d of the German Commercial Code (HGB)
Corporate responsibility and financial stability are two cornerstones of our strategic approach. At the same time, these are also indispensable prerequisites for sustainable corporate management. It therefore goes without saying that at Bechtle, the associated maxims have always formed the basis of our entrepreneurial activities. We want to fulfil the interests of the various stakeholder groups, such as shareholders, employees, customers and suppliers, as well as our responsibility to society as a whole, in the best possible way.
At Bechtle, the main responsibility for the corporate governance lies with the Supervisory Board as the top body in the corporation along with the Executive Board of Bechtle AG. The central document of the corporate governance report at Bechtle is the Corporate Governance Statement, which we publish on our website. All information on corporate governance is available there.
Takeover-related Disclosures
The disclosures required pursuant to Sections 289a and 315a of the German Commercial Code (HGB) are presented below:
As of 31 December 2025, the share capital of Bechtle AG amounted to €126 million, and was divided into 126,000,000 no-par value bearer shares (ordinary shares). The notional amount of the capital attributable to each individual share is €1.00. All shares have voting rights and are entitled to dividends. The rights and obligations associated with the ordinary shares are as specified in the German Stock Corporation Act (AktG).
The Executive Board is not aware of any restrictions relating to voting rights or the transfer of shares.
The company was aware of the following direct or indirect capital interests exceeding 10 per cent of the voting rights as of the balance sheet date:
Karin Schick, Germany: 34.03 per cent, thereof 25.25 per cent direct and 8.78 per cent indirect
Flossbach von Storch AG, Cologne, Germany: 10.18 per cent
There have been no changes as of the reporting date of 13 March 2026.
There are no shares with special rights granting powers of control.
There are no share ownership plans or similar schemes under which employees hold interests in the capital without directly exercising their control rights.
The appointment and dismissal of members of the Executive Board is governed by Sections 84 et seq. of the German Stock Corporation Act (AktG) and Section 31 of the German Co-determination Act (MitbestG). The regulations of the Articles of Incorporation do not deviate from these statutory provisions. In accordance with Article 6.1 of the Articles of Incorporation, the Executive Board consists of one or several persons. The number of Executive Board members is determined by the Supervisory Board. According to Article 6.4 of the Articles of Incorporation, the Supervisory Board may appoint a member of the Executive Board as Chairperson or Spokesperson of the Executive Board.
The conditions for amendments to the Articles of Incorporation are outlined in Sections 179 to 181 of the German Stock Corporation Act (AktG). The Annual General Meeting of Bechtle AG has delegated the authority to make amendments that merely concern the wording of the Articles of Incorporation to the Supervisory Board (see Article 10.4 of the Articles of Incorporation).
The previous resolution on authorised capital was revoked by the Annual General Meeting on 27 May 2025. A new resolution was adopted at the same Annual General Meeting. Accordingly, the Executive Board is authorised pursuant to Sections 202 et seq. AktG, with the approval of the Supervisory Board, to increase the company’s share capital by up to a total of €8.9 million until 26 May 2030 by issuing new bearer shares against cash or non-cash contributions. (approved capital 2025 in accordance with Article 4.3 of the Articles of Incorporation). Detailed information on this subject is available in the Notes.
The company’s share capital was conditionally increased by up to €6.3 million in accordance with Sections 192 et seq. AktG. The Executive Board was authorised, with the approval of the Supervisory Board, to issue bearer convertible bonds, bonds with warrants, profit participation rights, income bonds or combinations of these instruments with or without a fixed term to maturity in a total nominal amount of up to €350 million by 14 June 2026 and to grant the holders or creditors of convertible bonds or bonds with warrants conversion or option rights to new no-par value bearer shares in the company with a proportionate amount of the share capital totalling up to €6.3 million (contingent capital 2021 in accordance with Article 4.4 of the Articles of Incorporation). On 1 December 2023, Bechtle made use of this authorisation and announced the successful placement of unsecured and non-subordinated bonds with a total nominal value of €300 million (convertible bonds) with conversion rights into new and/or existing no-par value shares of Bechtle AG. The Executive Board of Bechtle AG has decided, with the approval of the Supervisory Board, to exclude the subscription rights of the existing shareholders of Bechtle AG. The term of the convertible bonds is seven years. The Annual General Meeting on 27 May 2025 resolved to revoke the previous authorisation (but not the contingent capital 2021 in accordance with Article 4.4 of the bylaws). At the same time, the Annual General Meeting authorised the Executive Board, with the approval of the Supervisory Board, to issue bearer convertible bonds, bonds with warrants, profit participation rights, income bonds or combinations of these instruments with or without a fixed term to maturity in a total nominal amount of up to €400 million by 26 May 2030 and to grant the holders or creditors of convertible bonds or bonds with warrants conversion or option rights to new no-par value bearer shares in the company with a proportionate amount of the share capital totalling up to €10 million. At the same time, the Annual General Meeting from 27 May 2025 resolved to conditionally increase the company’s share capital by up to €10 million (contingent capital 2025 in accordance with Article 4.5 of the Articles of Incorporation).
The purchase of treasury shares is only permissible according to the provisions of Section 71 (1) of the German Stock Corporation Act (AktG). Based on the resolution of the Annual General Meeting on 11 June 2024, the Executive Board is authorised to purchase treasury shares pursuant to Section 71 (1) no. 8 of the German Stock Corporation Act (AktG). This authorisation is valid until 10 June 2029. Treasury shares must be purchased via the stock exchange or within the framework of a public purchase bid sent to all shareholders or via a public invitation to the shareholders to submit offers for sale. The price the company pays per share shall, in the case of purchase via the stock exchange, not exceed or fall below the price of the company’s share on the Xetra trading of the Frankfurt Stock Exchange (or a similar successor system), which is determined by the opening auction, or, in the case a public purchase bid sent to all shareholders or a public invitation to the shareholders to submit offers for sale, shall not exceed or fall below the average closing prices of the company’s share on the three stock exchange trading days prior to the publication of the public purchase bid or the publication of the invitation to submit offers for sale by more than 10 per cent (without transaction costs). The scope of the authorisation is limited to a maximum of 10 per cent of the issued capital. Other shares of the company that it has already purchased and still possesses or that are attributable to it pursuant to Sections 71 et seq. of the German Stock Corporation Act (AktG) shall be taken into consideration. The buy-back authorisation has been granted for any purpose permitted by law.
The company has no significant agreements that would apply in the event of a change of control due to a takeover bid.
The company has not concluded compensation agreements with members of the Executive Board or employees in the event of a takeover bid.