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SÜSS MicroTec SE Remuneration Information 2024
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Remuneration Information
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SDSS MicroTec
REMUNERATION REPORT
2023
SUSS MICROTEC Remuneration Report 2023
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Remuneration Report
Remuneration of the members of the Management Board and Supervisory Board
The following Remuneration Report pursuant to Section 162 of the German Stock Corporation Law (AktG) presents and explains the remuneration granted and owed to the current and former members of the Management Board and Supervisory Board of SÜSS MicroTec SE (hereinafter also "SUSS MicroTec" or the "Company") in fiscal year 2023. The Remuneration Report provides a detailed and individualized explanation of the structure and amount of the individual components of the remuneration of the Management Board and Supervisory Board. The Remuneration Report was prepared jointly by the Management Board and the Supervisory Board.
Remuneration of Management Board Members
Review of the 2023 remuneration year
The Management Board of SÜSS MicroTec SE assesses the overall economic situation of the group as positive. Sales revenue (including the discontinued MicroOptics division) rose by 9.4 percent over the previous year to €327.2 million (previous year: €299.1 million). The consolidated net income of the SUSS MicroTec Group for the 2023 fiscal year amounted to €4.7 million (previous year: €24.5 million). This figure was negatively impacted by the result from discontinued operations after taxes in the amount of €-12.6 million, which relates to our MicroOptics division. An agreement to sell this division with a transaction volume of €75 million was successfully concluded in the fourth quarter of 2023.
At the beginning of the 2023 fiscal year, the Management Board service contract of Dr. Thomas Rohe (COO) was transferred to the remuneration system 2022, which had been resolved by the Supervisory Board on April 8, 2022, and approved by the Annual General Meeting on May 31, 2022, with a majority of 98.35 percent of the votes cast. The remuneration system 2022 now applies to the employment contracts of the entirety of the current Management Board team (CEO Burkhardt Frick, CFO Dr. Cornelia Ballwiesser and COO Dr. Thomas Rohe).
The composition of the Management Board of SÜSS MicroTec SE changed as follows in the past fiscal year: The appointment and employment contract of Chief Financial Officer Oliver Albrecht duly ended on April 30, 2023, and were not extended by mutual agreement. Dr. Cornelia Ballwiesser joined the Management Board as CFO on July 1, 2023. Dr. Bernd Schulte, who was seconded from the Supervisory Board to the company's Management Board as its Chair from October 17, 2022, up to and including September 10, 2023, due to the sabbatical and departure of Dr. Götz Bendele, returned to the Supervisory Board of the Company on September 11, 2023. During the period of his appointment, Dr. Bernd Schulte's mandate as a member of the Supervisory Board of SÜSS MicroTec SE was suspended. On September 11, 2023, Dr. Bernd Schulte stepped down from his position as interim CEO and Burkhardt Frick joined the Management Board of SÜSS MicroTec SE as CEO.
Overview of the composition of the Management Board in the 2023 fiscal year
Current Members of the Management Board
- Burkhardt Frick, Member and Chair (CEO) of the Management Board (since September 11, 2023)
- Dr. Cornelia Ballwiesser, Member of the Management Board and CFO (since July 1, 2023)
- Dr. Thomas Rohe, Member of the Management Board and COO
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Former Members of the Management Board who stepped down in the 2023 fiscal year
- Dr. Bernd Schulte, Member and Chair (CEO) of the Management Board (until September 10, 2023)
- Oliver Albrecht, Member of the Management Board and CFO (until April 30, 2023)
Applicable Management Board Remuneration Systems in the 2023 Fiscal Year
Remuneration System 2022
Two different remuneration systems were used to determine the remuneration for the current and former members of the Management Board of SUSS MicroTec SE in the 2023 fiscal year. The remuneration system 2022, which was approved by the Shareholders' Meeting on May 31, 2022, was applied to the employment contracts of all current members of the Management Board (Burkhardt Frick, Dr. Cornelia Ballwiesser, and Dr. Thomas Rohe), in addition to the employment contract of Dr. Bernd Schulte. A full description of the Remuneration System 2022 is available on the Company's website at https://www.suss.com/de/investor-relations/corporate-governance.
Remuneration System 2021
In the past fiscal year, the previous remuneration system, which was approved by the Shareholders' Meeting on June 16, 2021 ("Remuneration System 2021"), only applied to the employment contracts of former Management Board members Oliver Albrecht – who left the Management Board on April 30, 2023 when his term of office expired – and Dr. Götz Bendele, who left the Management Board on October 16, 2022 to care for a family member and waived his reappointment on December 15, 2022 for personal reasons in agreement with the Supervisory Board. A full description of the Remuneration System 2021 is available on the Company's website at https://www.suss.com/de/investor-relations/corporate-governance.
No deviations from the remuneration systems
There were no deviations from the Remuneration System 2022 and the Remuneration System 2021 in the reporting year.
Management Board Remuneration System 2022
The Remuneration System 2022 is currently in effect and was applied to the employment contracts of every current member of the Management Board (CEO Burkhardt Frick, CFO Dr. Cornelia Ballwiesser and COO Dr. Thomas Rohe) in the 2023 fiscal year. The Remuneration System 2022 was also applied to the employment contract of Dr. Bernd Schulte, who was seconded from the Supervisory Board to the Company's Management Board as its Chair until September 10, 2023. The Remuneration System 2022 applies to all employment contracts with Management Board members that are due to be concluded or extended.
Main Features of the Remuneration System 2022
The Supervisory Board was guided by the following principles when structuring the Remuneration System 2022 and determining the specific remuneration of the Management Board:
Strategy Orientation
The Management Board remuneration system in its entirety makes a significant contribution to promoting and implementing the corporate strategy of SUSS MicroTec. This is ensured by defining performance criteria related to the long-term and sustainable success of the Company and linking them with ambitious annual and multi-year targets. The short-term variable remuneration is primarily based on the financial performance criteria of sales and net income for the fiscal year. The long-term variable remuneration is based on the financial performance criteria of sales growth and return on capital employed (ROCE), among others. This promotes the focus on organic growth, profitability, and return on investment in the Management Board's activities.
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Performance Orientation
The remuneration system is designed to provide adequate and ambitious performance incentives for Management Board members. The variable, performance-related remuneration components represent a significant proportion of the total remuneration if 100 percent of the targets are achieved. The individual remuneration of each Management Board member is therefore proportionate to his or her duties and performance as well as to the situation of the Company.
Sustainability
A key aspect of the corporate strategy of SUSS MicroTec is the long-term and sustainable development of the Company. In order to link remuneration to the long-term development of SUSS MicroTec, long-term variable remuneration makes up a significant portion of the total remuneration and exceeds short-term variable remuneration.
By integrating sustainability targets into both short-term variable remuneration (short-term incentive, or STI) and long-term variable remuneration (long-term incentive, or LTI), social and ecological aspects are also taken into account, thereby promoting sustainable action within the Company. Sustainable action is an integral part of SUSS MicroTec's corporate strategy that safeguards the future social and economic viability of the Company. This is in line with the clear focus on emerging technologies and the strategy of achieving a leading position in the relevant markets through organic growth. The integration of environmental, social, and governance ("ESG") sustainability goals as variable remuneration components incentivizes sustainable and forward-looking actions while striving to create value for SUSS MicroTec's customers, employees, and shareholders, as well as the environment as a whole. Specific and measurable ESG targets derived from the corporate strategy are included in both short-term and long-term variable remuneration. In this context, SUSS MicroTec SE sees itself as having a particular obligation to do its part in implementing the Paris Agreement, which it intends to promote and further advance by setting and implementing corresponding environmental targets (e.g., reducing $\mathrm{CO}_{2}$ emissions, boosting energy efficiency, obtaining electricity from renewable energies, optimizing resource use, reducing waste [further] developing environmentally friendly technologies, equipment and products).
Capital Market Orientation
The interests of shareholders are taken into account in a special way through the share-based structure of long-term variable remuneration in the form of virtual performance shares based on a performance share plan and the integration of the total shareholder return (TSR) performance criterion based on the development of the share price of SUSS MicroTec compared to the TSR of two indices. The convergence of the interests of shareholders and Management Board members is further strengthened by the share acquisition and retention obligations that Management Board members have under share ownership guidelines.
Clarity and Comprehensibility, GCGC
The remuneration system for the members of the Management Board is designed to be clear and comprehensible. It complies with the requirements of the German Stock Corporation Law (AktG) and takes into account the recommendations and suggestions presented in the German Corporate Governance Code (GCGC).
Procedures for Determining, Implementing, and Reviewing the Management Board Remuneration System
The remuneration system for the members of the Management Board is determined by the Supervisory Board of the Company in accordance with the statutory requirements and taking into account the recommendations and suggestions of the most current version of the German Corporate Governance Code. The Supervisory Board is
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supported in this by its Personnel Committee. The Personnel Committee of SÜSS MicroTec SE is responsible for developing proposals regarding the Management Board remuneration system, which it submits to the Supervisory Board for discussion and resolution. The Supervisory Board and the Personnel Committee may seek external advice if necessary, in particular for issues relating to the formulation of the remuneration system and assessing the appropriateness of the remuneration. When hiring external remuneration consultants, their independence is considered.
The remuneration system resolved by the Supervisory Board will be submitted to the Shareholders' Meeting for approval.
To ensure appropriate, competitive remuneration in line with the market, the Supervisory Board reviews the remuneration system and the remuneration amounts for the Management Board on a regular basis. If necessary, the Supervisory Board will adopt changes. The remuneration system will be resubmitted to the Shareholders' Meeting for approval in case of material changes but at least every four years.
If the Shareholders' Meeting does not approve the remuneration system, the Supervisory Board will present a
revised remuneration system for approval no later than at the following ordinary Shareholders' Meeting.
With regard to the avoidance and handling of (potential) conflicts of interest on the Supervisory Board, the general rules of the German Stock Corporation Act (AktG) are also observed and the recommendations of the German Corporate Governance Code, as amended, are taken into account in the process of establishing, implementing and reviewing the remuneration system. Every member of the Supervisory Board shall disclose any conflicts of interest to the Chair of the Supervisory Board without delay. In its report to the Shareholders' Meeting, the Supervisory Board shall provide information on conflicts of interest and how they are handled. In the event of a conflict of interest, the affected Supervisory Board or committee member shall not take part in the related discussion and voting in the Supervisory Board or Personnel Committee. Material, non-temporary conflicts of interest in the person of a Supervisory Board member will result in the termination of the appointment.
Determination of the Specific Target Total Remuneration by the Supervisory Board (Structure and Amount)
Based on the remuneration system approved by the Shareholders' Meeting, the Supervisory Board determines the
specific target total remuneration for each Management Board member in accordance with Section 87 (1) of the German Stock Corporation Law (AktG). The specific target total remuneration is commensurate with the duties and performance of the Management Board member and the situation of the Company. Furthermore, the Supervisory Board ensures that the target total remuneration is structurally aligned with the sustainable long-term development of SUSS MicroTec and does not exceed the usual remuneration without special reasons.
The comparative environment of SUSS MicroTec (horizontal comparison) and the Company's internal remuneration structure (vertical comparison) are taken into account when reviewing the appropriateness of the remuneration amounts.
Horizontal – External Comparison
To assess appropriateness horizontally, the Supervisory Board compares the Management Board remuneration with that of a group of domestic and foreign peers to be determined by the Supervisory Board, taking account of factors such as the market position (especially industry, size, and country) and the economic situation of SUSS MicroTec. The companies in the peer group are comparable listed manufacturers of equipment for the semiconductor industry and selected competitors in markets
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related to the semiconductor industry. In addition, the Supervisory Board also regularly includes comparably sized listed companies from the TecDAX in the horizontal comparison. The analysis takes into account both SUSS MicroTec's positioning in the peer group and the various remuneration components.
Vertical – Internal Comparison
To assess appropriateness vertically, the Supervisory Board takes account of the ratio of the remuneration of the members of the Management Board to the remuneration paid to senior management and the rest of the workforce of SUSS MicroTec, including trends over time. For this purpose, senior management is defined by the Supervisory Board as the group of executives at the first (management) level below the Management Board.
Remuneration Components and their Relative Share of Target Total Remuneration and Other Components of the Remuneration System 2022
The Remuneration System 2022 for the members of the Management Board consists of remuneration components that are independent of performance (fixed) and those that are based on performance (variable). The sum of these components determines the total remuneration of a Management Board member. The fixed, non-performance-based remuneration comprises the basic remuneration and fringe
benefits, which may vary yearly depending on the individual and the event. The variable performance-based remuneration comprises a short-term variable remuneration component in the form of an annual bonus (short-term incentive, or STI) and a long-term variable remuneration component (long-term incentive, or LTI) in the form of virtual performance shares with a four-year term (three-year performance period followed by a one-year lock-up period). The Supervisory Board ensures that the target for variable remuneration is ambitious and demanding.
The target total remuneration comprises the sum of all remuneration components used for determining the total remuneration. To determine the target total remuneration, the variable remuneration components (i.e., STI and LTI) are each considered with a target achievement of 100 percent
The following table shows the shares of remuneration components in the target total remuneration:
| Remuneration component | Share of the target total remuneration |
|---|---|
| Basic Remuneration | > ~ 30–40% |
| Fringe Benefits | > ~ 1–5% |
| Short-term Variable Remuneration (STI) | > ~ 25–35% |
| Long-term Variable Remuneration (LTI) | > ~ 30–40% |
The above share may differ for members of the Management Board appointed for the first time if they are granted a sign-on bonus in an appropriate manner in line with market conditions, for example, to compensate for forfeited remuneration from previous employment relationships.
When structuring the target total remuneration, the Supervisory Board ensures that the long-term variable remuneration exceeds the short-term variable remuneration. This aligns the remuneration structure with the long-term and sustainable development of SUSS MicroTec while at the same time pursuing annual operating targets.
The possible total remuneration is capped for each Management Board position (the "maximum remuneration").
Other supplementary components of the remuneration system include malus and clawback rules for variable remuneration and the share ownership guidelines with their share purchase and retention obligations for members of the Management Board.
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Overview of the Components of the Remuneration System 2022
| Remuneration component | Description |
|---|---|
| Remuneration Independent of Performance | |
| Basic Remuneration | > Fixed annual salary (paid in twelve monthly installments) |
| Fringe Benefits | > Primarily company cars and contributions to insurance |
| Remuneration Based on Performance | |
| Short-term Variable Remuneration (STI) | Plan type > Target bonus |
| Performance criteria > 35% sales | |
| Performance criteria | > 35% net income for the fiscal year |
| > 15% sustainability target (ESG criteria) | |
| > 15% innovation & market positionn | |
| Payment cap > 200% of the target amount | |
| Duration | > One year |
| Long-term Variable Remuneration (LTI) | Plan type > Virtual performance share plan |
| Performance criteria > 25% return on capital employed (ROCE) | |
| Performance criteria | > 25% sales increase |
| > 25% relative total shareholder return (TSR) | |
| > 25% sustainability target (ESG criteria) | |
| Payment cap > 300% of the target amount | |
| Duration | > Four years (three-year performance period and a one-year lock-up period) |
| Remuneration component | Description |
| --- | --- |
| Other | |
| Malus and Clawback | > Withholding and/or reclaiming of variable remuneration components in justified cases, e.g., in the event of a breach of stat-utory or contractual obligations or obliga-tions arising from the articles of incorporation of the Company or the Company bylaws for the Management Board, or if payment is made based on incorrect data. |
| Share Ownership Guidelines | > Obligation of Management Board members to acquire shares in the Company worth 100% of their annual gross basic remuner-ation and to hold these shares at least until the termination of their Management Board function. |
| > Until this required number of shares is reached, at least 25% of the net amount of the performance-related remuneration paid out (STI and LTI) must be invested in shares of the Company each year. | |
| Maximum Remuneration | > Payments of all remuneration components (basic remuneration, fringe benefits, STI, and LTI) resulting from a fiscal year are capped at €3.0 million for the CEO and €2.5 million for each of the other regular members of the Management Board. |
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Maximum Remuneration Limits (Maximum Remuneration and Limitation of Variable Remuneration)
In addition to caps for individual performance criteria and variable remuneration components, the Supervisory Board has defined a maximum remuneration in accordance with Section 87a (1)(2)(1) German Stock Corporation Law (AktG) that covers all the remuneration components of the remuneration system. This includes basic remuneration, fringe benefits, and variable remuneration (STI and LTI). This maximum amount (total cap) is €3.0 million for the Chief Executive Officer (CEO) and €2.5 million for each of the other regular members of the Management Board. The maximum remuneration limits the total payments of all remuneration components resulting from a fiscal year and represents the maximum permissible remuneration within the remuneration system. In individual cases, the maximum remuneration levels agreed upon in individual contracts may be significantly lower than the maximum remuneration defined in accordance with Section 87a (1)(2)(1) of the German Stock Corporation Law (AktG).
Components of the Remuneration System 2022 in Detail
Remuneration Independent of Performance
The remuneration independent of performance (fixed remuneration) of the members of the Management Board of SUSS MicroTec consists of the basic remuneration and fringe benefits.
Basic Remuneration
The basic remuneration is a fixed cash payment for the fiscal year based on the duties and responsibilities of the respective Management Board member in particular. It is paid in twelve equal monthly installments at the end of each month.
Fringe Benefits
Members of the Management Board may also be granted contractually stipulated fringe benefits in the form of noncash and other remuneration. These primarily include the provision of a company car that can also be used privately, as well as the payment of premiums and subsidies to insurance policies or the assumption of insurance premiums (e.g., inclusion in the Company's directors and officers liability insurance/D&O insurance) with a deductible in accordance with Section 93 [2][3] of the German Stock Corporation Law [AktG], premiums for health and long-term care insurance and accident insurance, which may also provide for a benefit to the heirs of the Management Board member in the event of death). The Supervisory Board may grant other or additional fringe benefits customary in the market, such as the assumption of relocation costs for new hires. The type, amount, and duration of the noncash benefits may vary according to the personal situation of the Management Board members. Based on the maximum remuneration, a maximum amount for fringe benefits is set for each Management Board member per fiscal year.
To recruit qualified candidates for the Management Board, the Supervisory Board may supplement the remuneration of first-time members of the Management Board in an appropriate manner and in line with market conditions with a sign-on bonus – for example, to compensate for forfeited remuneration from previous employment relationships.
Remuneration Based on Performance
The remuneration based on performance consists of a short-term and a long-term variable remuneration component. The short-term variable component has a one-year term, while the long-term variable component is structured as virtual performance shares with a term of four years – a three-year performance period followed by a one-year lock-up period. The formulation of these remuneration components, which are described in detail below, provides incentives for the implementation of the corporate strategy of SUSS MicroTec and for the long-term and sustainable development of the Company.
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Short-term Variable Remuneration (STI)
Main Features of the STI
The goal of short-term variable remuneration is to reward the operational implementation of corporate strategy. The key performance criteria defined in this context are two financial targets, sales (35 percent) and net income for the fiscal year (35 percent), a sustainability target (15 percent), and a target for innovation & market position (15 percent).
Performance Criteria of the STI
Financial Performance Criteria – Sales & Net Income with a Weighting of 35 percent Each
This part of the STI is measured by the achievement of the two financial performance criteria of sales and net income for the fiscal year with an equal weighting of 35 percent, which are essential components of the corporate management of SUSS MicroTec.
> Sales: Sales are those reported in the audited and approved consolidated financial statements. Sales are a significant indicator in the Company and represent the value of goods and services that the Company has achieved in a fiscal year. In order to remain competitive in the highly technical and specialized semiconductor industry, it is necessary to focus on sales and corresponding profitable growth since this is the only way to sustainably generate the necessary funds for investments and innovations. The strategy of SUSS MicroTec aims for a long-term increase in sales and can be operationalized by integrating sales as a performance criterion in the STI.
> Net income for the fiscal year: Net income for the fiscal year is the net income reported in the audited and approved consolidated financial statements.
> The net income for the fiscal year is a direct derivative of sales and costs incurred by the Company in a fiscal year. Positive net income reflects the Company's earning power and therefore ultimately its attractiveness for (potential) equity investors. SUSS MicroTec is aiming for healthy long-term growth so that net income for the fiscal year should also increase steadily in line with sales. The use of net income for the fiscal year in the STI takes this objective into account.
Before the start of a fiscal year, the Supervisory Board sets ambitious targets (including threshold and cap values) for each of these financial performance criteria. The target values of the two financial performance criteria are derived from the budget planning approved by the Supervisory Board for the respective fiscal year.
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Target achievement for the two financial performance criteria is determined by comparing the actual value achieved in the fiscal year with the target value. Target achievement is converted into a payout factor for each performance criterion using a bonus curve. If the target achievement is lower than the threshold, the payout factor for the performance criterion is 0 percent, meaning total failure to meet the financial targets is possible. If the target is achieved at the threshold level, the payout factor is 50 percent. If the actual value corresponds to the target value, the payout factor is 100 percent. If the target achievement is equal to or greater than the cap value, the payout factor of the financial performance criterion is 200 percent.
For the sales and net income targets, additional secondary conditions are integrated into the Remuneration System 2022 that are based on break-even sales and break-even net income for the fiscal year. If these "minimum levels" are not reached, the achievement of the corresponding target is 0 percent, regardless of the target achievement determined using a bonus curve.
For the financial targets, the bonus curves are diagrammed as follows:
Payment factor in percent
Nonfinancial Performance Criterion – Sustainability Target with a Weighting of 15 percent
This part of the STI is measured by the achievement of the nonfinancial sustainability target, which has a total weighting of 15 percent. The sustainability target is composed of up to two nonfinancial performance criteria related to environmental, social, and governance performance ("ESG performance criteria") that are derived from SUSS MicroTec's sustainability strategy. The inclusion of sustainability in the STI reflects SUSS MicroTec's ambition to provide targeted incentives for the implementation of the sustainability components of its comprehensive (overall) corporate strategy. SUSS MicroTec thereby highlights its focus on viewing its corporate responsibility holistically and drives long-term corporate success.
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Each year, the Supervisory Board, at its own discretion, defines up to two equally weighted ESG performance criteria underlying the assessment of the sustainability target, which it selects from the following categories:
| Category | ESG Aspects |
|---|---|
| Environmental | ▶ Reduction of CO_{2} emissions |
| ▶ Optimization of the use of resources | |
| ▶ Reduction of waste | |
| ▶ Circular economy | |
| Social | ▶ Employee satisfaction and development |
| ▶ Diversity | |
| ▶ Inclusion | |
| ▶ Occupational health and safety | |
| Governance | ▶ Compliance, in particular prevention of corruption and bribery |
| ▶ Risk Management | |
| ▶ Responsible supply chain | |
| ▶ Further development of the sustainability strategy | |
| ▶ Reporting and communication |
Before the start of a fiscal year, the Supervisory Board sets ambitious targets for the ESG performance criteria. The targets are based, among other things, on the operationalization of the SUSS MicroTec sustainability strategy.
With regard to the ESG targets determined by the Supervisory Board, a distinction must be made between quantitative and qualitative targets. Qualitative criteria that cannot be measured exactly must only be used in exceptional cases; in these cases, the Supervisory Board shall ensure that the qualitative criteria are definitely verifiable and stand up to scrutiny in accordance with the explanatory statement of the German Corporate Governance Code. The specific ESG targets, including an explanation of how they were applied, are disclosed in the Remuneration Report.
For each quantitative ESG target, the Supervisory Board defines a threshold and a cap value in addition to the target value. Target achievement for quantitative ESG targets is determined by comparing the actual value achieved for the respective ESG target in the fiscal year with the target value. Target achievement is converted into a payout factor for each performance criterion using a bonus curve. If the target achievement is lower than the threshold, the payout factor for the respective performance criterion is 0 percent, meaning total failure to meet the sustainability target is possible. If the target is achieved at the threshold level, the payout factor is 50 percent. If the actual value corresponds to the target value, the payout factor is 100 percent. If the target achievement is equal to or greater than the cap value, the payout factor is 200 percent.
For the quantitative ESG targets, the bonus curve is diagrammed as follows:
Payment factor in percent
For each qualitative ESG target, the Supervisory Board assesses target achievement after the end of the fiscal year. In doing so, the Supervisory Board can set target achievement at five levels. The corresponding payout factor can
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range from 0 percent, in the case of a missed target, to 200 percent, in the case of significantly exceeding the targets. Total failure to meet the sustainability target is therefore possible.
The bonus curve for qualitative ESG targets is diagrammed as follows:
Nonfinancial Performance Criterion – Sustainability Target with Weighting of 15 percent
This part of the STI is measured by the achievement of the nonfinancial "innovation & market position" target, which has a total weighting of 15 percent. SUSS MicroTec's corporate strategy is aimed at ensuring innovation and technology leadership and further expanding the Company's market position in order to sustain its success as a manufacturer of high-tech equipment for the semiconductor industry in the dynamic and highly competitive industry environment. The intention is to incentivize the kind of progress in innovation and market position that will improve the future viability and competitiveness of SUSS MicroTec and drive the Company's long-term development.
Each year, the Supervisory Board, at its own discretion, defines up to two equally weighted performance criteria underlying the assessment of the "innovation & market position" target, which it selects from the following categories:
| Category | Aspects |
|---|---|
| Innovation | ▸ Implementation of centralized innovation projects and important research and development projects |
| ▸ (Further) development of innovative and forward-looking (key) technologies as well as digital business processes | |
| Market position | ▸ Preservation and expansion of market position, expansion of market share |
| ▸ Successful development of new growth markets |
Before a fiscal year begins, the Supervisory Board sets ambitious targets for the performance criteria for innovation and/or market position.
With regard to the targets determined by the Supervisory Board, a distinction must be made between quantitative and qualitative targets. To the extent possible, the non-financial "innovation & market position" target is based on clearly defined and measurable quantitative criteria and the Management Board members are measured by the
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achievement of these criteria. Qualitative criteria that cannot be measured exactly must only be used in exceptional cases; in these cases, the Supervisory Board shall ensure that the qualitative criteria are definitely verifiable and stand up to scrutiny in accordance with the explanatory statement of the German Corporate Governance Code. The explanations of the nonfinancial ESG performance criteria of the STI apply accordingly to the definition of the specific criteria and the determination of target achievement by the Supervisory Board. The specific targets, including an explanation of how they were applied, are disclosed in the Remuneration Report.
Determination of Overall Target Achievement and Payment Methods
The overall target achievement level is calculated by multiplying the payout factors of the performance criteria by their respective weightings and then adding them together. To determine the payout amount, the overall target achievement is multiplied by the STI target amount, with the payout amount capped at 200 percent of the target amount.
A subsequent adjustment of the defined performance criteria or the target values for the performance criteria within the meaning of recommendation G.8 of the German Corporate Governance Code is excluded (repricing).
However, the Supervisory Board is able to take extraordinary developments into account to an appropriate extent in accordance with Recommendation G.11 German Corporate Governance Code. In this respect, the employment contracts of Management Board members allow the Supervisory Board to adjust the variable remuneration components at its reasonable discretion in the event of extraordinary developments, provided the adjustment is limited to an adjustment of the assessment basis for the variable remuneration components excluding the extraordinary developments ("as if" calculation). If the Supervisory Board
makes use of this option, the reasons for an adjustment and its scope will be communicated in the remuneration report for the fiscal year.
The STI is paid out in cash and is due for payment with the next ordinary salary cycle after approval of the consolidated financial statements of SUSS MicroTec.
If the Management Board employment contract begins or ends in the current fiscal year, the target amount is reduced pro rata temporis to the date of the beginning or end.
Target Values and Target Achievement (STI) for the 2023 Fiscal Year Financial Targets, Each with a Weighting of 35% of STI
| in € million | Weighting in % | Break-even value | Threshold for 0% target achievement | Target Value for 100% Target Achievement | Threshold for 200% Target Achievement | Earnings 2023 | Target achievement in |
|---|---|---|---|---|---|---|---|
| Sales | 35% | 303.9 | 300.6 | 339.7 | 400.7 | 327.2 | 84% |
| Profit for the year | 35% | 2.6 | 24.2 | 28.4 | 32.7 | 4.7 | 0% |
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Non-financial Targets, Each with a Weighting of 15% of STI for the 2023 Fiscal Year
| Non-financial STI Targets | Non-financial Performance Criteria | Values Achieved in 2023 Fiscal Year | Target achievement level | |
|---|---|---|---|---|
| Sustainability Target | ESG performance criterion "Environmental & Governance"1 with weighting of 50% | Presentation of a materiality analysis | ||
| Development of a sustainability strategy | ||||
| New KPIs for Environmental ("E") and Governance ("G") | ||||
| Energy audits for the 3 production sites | ||||
| Definition of measures to reduce energy consumption | ||||
| Reduce energy consumption (at least 5–10%) | 200% | 150% | ||
| ESG performance criterion "Social"2 with weighting of 50% | Increase employee satisfaction and corporate vitality: | |||
| define process and system | ||||
| New KPIs for Social ("S") | ||||
| Systematic catalog of measures | ||||
| Implementation of initial measures | 100% | |||
| Target "Innovation & Market Position" | "Innovation" performance criterion with weighting of 50% | Platform development | ||
| Product roadmap | ||||
| Time and cost tracking | ||||
| Business plans for each innovation | 100% | 50% | ||
| "Market position" performance criterion with weighting of 50% | Market position improved in a defined specific product segment | 0% |
1 The ESG performance criteria from the Environmental & Governance categories relate to the Garching, Sternenfels and Hsinchu production sites.
2 The purpose of the ESG performance criterion from the Social category is to increase employee satisfaction and corporate vitality and relates to the Garching and Sternenfels sites.
The target values and target achievement levels for the STI in the 2023 fiscal year apply to the Management Board members Burkhardt Frick (CEO), Dr. Cornelia Ballwiesser (CFO), and Dr. Thomas Rohe (COO), and consequently to all current members of the Management Board of SÜSS MicroTec SE.
No variable remuneration was granted to Dr. Bernd Schulte. Taking into account that by law a Supervisory Board member may only be seconded to the Management Board of the Company for a very limited period of no more than one year, Dr. Bernd Schulte's employment contract stipulated that he would only receive the short-term variable remuneration regulated in each case in accordance with the Remuneration System 2022 if (i) short-term variable remuneration only if the employment relationship existed for a period of more than twelve months and (ii) long-term variable remuneration only if the employment relationship exists for a period of at least thirty-six months. In order to be eligible for variable remuneration, Dr. Bernd Schulte would have needed to remain with the company as a member of the Management Board after his one-year secondment without returning to the Company's Supervisory Board. However, this was not the case.
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The target values and target achievement levels for the STI in the 2023 fiscal year also apply to the former Management Board member Oliver Albrecht, who left the Management Board of the Company on April 30, 2023. Because his employment contract was still governed by the Remuneration System 2021, the financial targets (sales and net income for the fiscal year) were each assigned a weighting of 40 percent, with the sustainability goal (ESG) assigned a weighting of 20 percent.
Overall target achievement of STI 2023
The overall target achievement levels and the individual payout amounts for the STI for the 2023 fiscal year were as follows:
| STI 2023 – Summary | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 STI under Remuneration System 2022 | Target amount (€) | Target achievement – sales (weighting: 35%) | Target achievement – net income for the fiscal year (weighting: 35%) | Target achievement – sustainability target (weighting: 15%) | Target achievement – Innovation & Market Position (weighting: 15%) | Overall target achievement | Payout amount (€) | |
| Current Members of the Management Board | Burkhardt Frick (CEO) 1 | 79,780.82 | 84% | 0% | 150% | 50% | 59% | 47,070.68 |
| Dr. Cornelia Ballwiesser (CFO) 1 | 120,000.00 | 84% | 0% | 150% | 50% | 59% | 70,800.00 | |
| Dr. Thomas Rohe (COO) | 240,000.00 | 84% | 0% | 150% | 50% | 59% | 141,600.00 |
1 Due to the fact that both Burkhardt Frick and Dr. Cornelia Ballwiesser joined the Management Board during the fiscal year (on September 11, 2023 and July 1, 2023 respectively), the STI targets were reduced on a pro rata basis in line with the amount of time each member served on the Management Board in the 2023 fiscal year.
| 2023 STI under Remuneration System 2021 | Target amount (€) | Target achievement – sales (weighting: 40%) | Target achievement – net income for the fiscal year (weighting: 40%) | Sustainability target (weighting: 20%) | Overall target achievement | Payout amount (€) | |
|---|---|---|---|---|---|---|---|
| Former Members of the Management Board | Oliver Albrecht 1 | 32,500.00 | 84% | 0% | 150% | 64% | 20,800.00 |
1 Due to the fact that Oliver Albrecht stepped down from the Management Board during the fiscal year on April 30, 2023, his STI target was reduced on a pro rata basis in line with the amount of time he served on the Management Board in the 2023 fiscal year.
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Long-term Variable Remuneration (LTI)
Main Features of the LTI
The LTI is intended to help promote the sustainable and long-term business development of SUSS MicroTec. In the Remuneration System 2022, this is done with a share-based approach using virtual performance shares (VPS). This capital market-oriented structure for the LTI links the interests of shareholders and Management Board members even more closely. Overall, the incentive is created to increase the value of the Company on a long-term and sustainable basis.
The LTI is granted annually as a tranche in the form of VPS. The term of an LTI tranche is four years, comprising a three-year performance period followed by a one-year lock-up period.
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The number of conditionally granted VPS is determined by dividing the target amount of the LTI by the average share price of SUSS MicroTec (mean of the closing prices in the XETRA trading system [or a comparable successor system] of Deutsche Börse AG over the last 60 trading days before the start of the performance period). The number of VPS can increase or decrease depending on the achievement of the two financial performance criteria (return on capital employed [ROCE] and sales growth), a performance criterion based on the development of the share price (relative total shareholder return [TSR] compared to two peer groups) and a sustainability target. The four LTI performance criteria are equally weighted, with one fourth each going into the overall target achievement.
LTI Financial Criteria
Financial Performance Criteria Aligned to Business Performance – ROCE & Sales Growth Each with a Weighting of 25 percent
This part of the LTI is measured by the achievement of the two financial performance criteria, ROCE and sales growth. Both performance targets promote the implementation of the corporate strategy of SUSS MicroTec and take into account the LTIs focus on the long-term development of the Company.
> ROCE: ROCE for the performance period is calculated as the equally weighted average of the actual ROCE values for the individual fiscal years in the performance period. The actual ROCE value for each fiscal year is calculated as the quotient of earnings before interest and taxes (EBIT) as reported in the audited and approved consolidated financial statements of the Company, the average capital employed based on the Quarterly Reports, and the audited and approved consolidated financial statements in the respective fiscal year. ROCE is an important profitability indicator that describes the return on capital employed. The individual components of ROCE are each strategically important key figures for the Company. The optimization of the individual components leads accordingly to an improvement in the ROCE and therefore to a better use of the capital employed in the Company. The average ROCE within the performance period is decisive for achieving the target.
> Sales growth: Sales growth refers to the increase in Group sales within the performance period and is measured as the compound annual growth rate (CAGR). In principle, the Company should grow at least as fast as the market volume of the reference markets over the cycle, since otherwise there is a risk of losing market share in the medium and long term. Only through sustainable sales growth can the Company
succeed in maintaining its leading market position in the relevant target markets in the long term and generate sustainable positive cash flows and thus funds for investments such as innovations or research and development.
Before the start of a fiscal year, the Supervisory Board sets ambitious targets (including threshold and cap values) for each of the financial performance criteria for the new tranche. These values remain applicable throughout the three-year performance period of a tranche. The target value to be set by the Supervisory Board is based on the expected return on capital employed according to the corporate strategy (for the ROCE performance criterion) or on the strategically planned sales growth (for the sales growth performance criterion) so that a high strategic relevance of the performance criteria can be ensured.
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The Supervisory Board determines whether the financial performance criteria have been met after approving the consolidated financial statements for the final year of the performance period. Target achievement for the financial performance criteria is determined by comparing the respective actual value achieved during the performance period with the defined target value. Target achievement is converted into a payout factor for each performance criterion using a bonus curve. If the respective target achievement is lower than the threshold, the payout factor for the respective performance criterion is 0 percent, meaning total failure to meet the financial respective targets is possible. If the target is achieved at the threshold level, the payout factor is 50 percent. If the actual value corresponds to the target value, the payout factor is 100 percent. If the target achievement is equal to or greater than the cap value, the payout factor is 200 percent.
For the financial targets, the bonus curves are diagrammed as follows:
Payment factor in percent
Share Price-Based Performance Criterion - Financial, Share Price-Based Performance Criterion - Relative TSR with a Weighting of 25 percent
The relative total shareholder return (TSR) is another performance criterion that reflects the performance of the SUSS MicroTec share, including dividends, and compares
the TSR performance of SUSS MicroTec with the TSR performance of two peer groups, the Philadelphia Semiconductor Index as an international sector index and the DAX-sector Technology Index as a technology-focused German index. The vesting is determined by the extent to which the TSR of the SUSS MicroTec share exceeds or falls below the TSR of the companies in the two peer groups over the performance period. The share-based provision of the LTI and the integration of a share price-based performance criterion strengthen the alignment of interests between the Management Board members and shareholders.
The calculation of target achievement is based on the TSR outperformance for SUSS MicroTec compared to the two benchmark indices. The outperformance corresponds to the difference between the TSR of the SUSS MicroTec share and the TSR of the respective peer group in percentage points. An identical TSR performance from SUSS MicroTec and the respective benchmark index leads to a TRS outperformance of 0 percent and corresponds to a target achievement of 100 percent. The threshold of -30 percent means that the TSR performance of SUSS MicroTec is 30 percent below the index performance and corresponds to a payout of 30 percent. In the case of an outperformance of +30 percent for SUSS MicroTec compared to the benchmark index, the payout is capped at 200 percent.
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The bonus curve is diagrammed as follows:
Payment factor in percent
The payout factors determined based on the TSR outperformance versus the respective benchmark index are taken into account on an equally weighted basis when determining the final payout factor for the relative TSR.
Nonfinancial Performance Criterion – Sustainability Target with a Weighting of 25 percent
The explanations of the nonfinancial ESG performance criteria of the STI apply analogously to the sustainability target that is the fourth overall performance criterion of the LTI, with the proviso that the targets are based on three fiscal years (performance period) instead of just one. The Supervisory Board specifically ensures that different nonfinancial ESG performance criteria are selected for the STI and LTI in order to rule out double incentivization. ESG performance criteria for the sustainability target are selected based on SUSS MicroTec's sustainability strategy.
Determination of Overall Target Achievement and Payment Methods
To determine the overall target achievement in the LTI, the calculated payout factors of ROCE, sales growth, relative TSR, and sustainability target are each multiplied by 25 percent and added together, i.e., they are included in the overall target achievement with equal weight.
The final number of VPS will be determined after the end of the three-year performance period. For this purpose, the number of VPS conditionally granted at the beginning for
the performance period is multiplied by the overall target achievement. The resulting final number of VPS is multiplied in the next step by the sum of the average share price of SUSS MicroTec (arithmetic mean of the closing prices in the XETRA trading system or an equivalent successor system of Deutsche Börse AG) of the last 60 trading days before the end of the performance period and the cumulative dividend paid out during the performance period (the dividend equivalent) to determine the payout amount. The amount thereby designated for payment is not paid out until after a one-year lock-up period so the total inflow does not occur until four years after allocation of the relevant LTI tranche at the earliest. The payout amount is capped at 300 percent of the LTI target amount.
A subsequent adjustment of the defined performance criteria or the target values or comparison parameters for the performance criteria within the meaning of Recommendation G.8 of the German Corporate Governance Code is excluded.
The VPS are paid out in cash. The Supervisory Board is entitled to pay out the LTI in full or in part as no-par value shares in SUSS MicroTec instead of a cash payment.
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A subsequent adjustment of the defined performance criteria or the target values or comparison parameters for the performance criteria within the meaning of Recommendation G.8 of the German Corporate Governance Code is excluded (repricing). However, the Supervisory Board is able to take extraordinary developments into account to an appropriate extent in accordance with Recommendation G.11 German Corporate Governance Code. In this respect, the employment contracts of Management Board members allow the Supervisory Board to adjust the variable remuneration components at its reasonable discretion in the event of extraordinary developments, provided the adjustment is limited to an adjustment of the assessment basis for the variable remuneration components excluding the extraordinary developments ("as if" calculation).
The MicroOptics business unit operated by SÜSS MicroOptics S.A., Hauterive, Switzerland ("SMO"), was sold in Q1 2024 in line with the strategy of focusing the Group on core semiconductor markets and concentrating more strongly on the growth opportunities of the Advanced Backend Solutions and Photomask Equipment business units. Due to the sale of the company and the complete discontinuation of the MicroOptics business unit, the composition of the SUSS MicroTec Group has changed significantly and the corporate planning has been adjusted accordingly. Due to this extraordinary development, the Supervisory Board
made use of the option recommended by G.11 of the German Corporate Governance Code and adjusted the targets for the current LTI tranches (2022-2024 and 2023-2025) to exclude the business of SMO by deducting the relevant planned and target values for sales growth and ROCE as shown in the tables below.
LTI tranches issued to all current members of the Management Board - 2023
LTI tranche 2023-2025: Target values for the LTI tranche issued in the reporting year with performance period 2023-2025 - Financial performance criteria Remuneration System 2022, each with a weighting of $25\%$ of LTI) - sustainability target reported separately
| Threshold for 0% target achievement | Target Value for 100% Target Achievement | Cap for 200% Target Achievement | Overall degree of target achievement1 | |
|---|---|---|---|---|
| Return on capital employed (ROCE) (previously with MicroOptics business) | 20.00% (19%) | 23.00% (22%) | 26.00% (25%) | Performance period not yet complete |
| Sales growth (previously with MicroOptics business) | 7.06% (7.12%) | 10.09% (10.17%) | 13.12% (13.22%) | Performance period not yet complete |
| Relative TSR2 | -30% | 0% | 30% | Performance period not yet complete |
1 The target achievement levels will be determined after the end of the three-year performance period on December 31, 2025.
2 The percentage figures in connection with relative total shareholder return (TSR) relate to TSR outperformance (calculated using the average closing prices for SUSS MicroTec over the last 30 trading days in XETRA trading).
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Sustainability target: Sustainability-related target values for the LTI tranche with performance period 2023–2025 (Remuneration System 2022, each with a weighting of 25% of LTI)
| Sustainability target: improve sustainability ratings of SUSS MicroTec | Overall degree of target achievement 1 | ||
|---|---|---|---|
| Sustainability target: Improve sustainability rating of SUSS MicroTec | Threshold for 50% target achievement | No downgrade in ISS and Sustainalytics ratings (compared to 2022/early 2023) and a rating of Good or better from EcoVadis or an equivalent agency | Performance period not yet complete |
| Target Value for 100% Target Achievement | Meet aforementioned targets and: rating from one of the three aforementioned agencies improved by one category (compared to 2022/early 2023) | ||
| Cap for 200% Target Achievement | Meet aforementioned targets and: Rating from two of the three aforementioned agencies improved by one category (compared to 2022/early 2023) |
1 The target achievement level for the sustainability target will be determined after the end of the three-year performance period on December 31, 2025.
The target values and target achievement levels for the 2023–2025 LTI tranches issued on the basis of the Remuneration System 2022 apply to the Management Board members Burkhardt Frick (CEO), Dr. Cornelia Ballwiesser (CFO) and Dr. Thomas Rohe (COO), and consequently to all current members of the Management Board of SÜSS MicroTec SE.
No variable remuneration was granted to Dr. Bernd Schulte. Taking into account that by law a Supervisory Board member may only be seconded to the Management Board of the Company for a very limited period of no more than one year, Dr. Bernd Schulte's employment contract stipulated that he would only receive the short-term variable remuneration regulated in each case in accordance with the Remuneration System 2022 if (i) short-term variable remuneration only if the employment relationship existed for a
period of more than twelve months and (ii) long-term variable remuneration only if the employment relationship exists for a period of at least thirty-six months. In order to be eligible for variable remuneration, Dr. Bernd Schulte would have needed to remain with the company as a member of the Management Board after his one-year secondment without returning to the Company's Supervisory Board. However, this was not the case.
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2023 LTI tranche issued to former Management Board member Oliver Albrecht
LTI tranche 2023–2025: Target values for the LTI tranche issued in 2023 with performance period 2023–2025 (Remuneration System 2021, each with a weighting of 1/3 of LTI)
| Threshold for 0% target achievement | Target Value for 100% Target Achievement | Cap for 200% Target Achievement | Values Achieved in 2023 Fiscal Year | Overall target achievement^{1} | |
|---|---|---|---|---|---|
| Return on capital employed (ROCE) | |||||
| (previously with SMO business) | 20.00% | ||||
| (19%) | 23.00% | ||||
| (22%) | 26.00% | ||||
| (25%) | Performance period not yet complete | ||||
| Increase in sales | |||||
| (previously with SMO business) | 10.09% | ||||
| (7.12%) | 7.06% | ||||
| (10.17%) | 13.12% | ||||
| (13.22%) | Performance period not yet complete | – | |||
| Relative TSR^{2} | –30% | 0% | 30% | Performance period not yet complete |
1 The target achievement levels will be determined after the end of the three-year performance period on December 31, 2025.
2 The percentage figures in connection with relative total shareholder return (TSR) relate to TSR outperformance (calculated using the average closing prices for SUSS MicroTec over the last 30 trading days in XETRA trading).
22
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2022 LTI tranches issued to current Management Board member Dr. Thomas Rohe and former Management Board members Oliver Albrecht and Dr. Götz Bendele
LTI tranche 2022–2024 Target values for the LTI tranche issued in 2022 with performance period 2022–2024
(Remuneration System 2021, each with a weighting of 1/3 of LTI)
| Threshold for 0% target achievement | Target Value for 100% Target Achievement | Cap for 200% Target Achievement | Overall target achievement^{1} | |
|---|---|---|---|---|
| Return on capital employed (ROCE) (previously with SMO business) | 19.00% (14%) | 22.00% (19%) | 25.00% (24%) | Performance period not yet complete |
| Increase in sales (previously with SMO business) | 6.93% (7.71%) | 9.90% (11.01%) | 12.87% (14.31%) | Performance period not yet complete |
| Relative TSR^{2} | –30% | 0% | 30% | Performance period not yet complete |
1 The target achievement levels will be determined after the end of the three-year performance period on December 31, 2024.
2 The percentage figures in connection with relative total shareholder return (TSR) relate to TSR outperformance (calculated using the average closing prices for SUSS MicroTec over the last 30 trading days in XETRA trading).
2021 LTI tranches issued to current Management Board member Dr. Thomas Rohe and former Management Board member Dr. Götz Bendele
2021–2023 LTI tranche: target values for the LTI tranche issued in 2021 with performance period 2021–2023 (Remuneration System 2021, each with a weighting of 1/3 of LTI)
| Threshold for 0% target achievement | Target Value for 100% Target Achievement | Cap for 200% Target Achievement | Values Achieved in 2023 Fiscal Year (As of 12/31/2023) | Performance criteria target achievement levels | Overall target achievement^{1} | |
|---|---|---|---|---|---|---|
| Return on capital employed (ROCE) | 14% | 19% | 24% | 13.89% | 0% | |
| Increase in sales | 6.72% | 9.60% | 12.48% | 9.08% | 91% | 68% |
| Relative TSR^{1} | –30% | 0% | 30% | 3.82% | 113% |
1 The percentage figures in connection with relative total shareholder return (TSR) relate to TSR outperformance (calculated using the average closing prices for SUSS MicroTec over the last 30 trading days in XETRA trading).
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The following table shows the allocated LTI target amount for each Management Board member and the payout amount for the 2021–2023 LTI tranche, calculated on the basis of the overall target achievement level and the share price performance. The payout amount will only be paid out after the expiry of a one-year lock-up period as part of the settlement run following the approval of the consolidated financial statements for the 2024 fiscal year, and no earlier than four years after the issue date of the 2021–2023 LTI tranche. As a result, the amount will be paid to the members of the Management Board in May 2025.
Overall target achievement – 2021–2023 LTI tranche
| LTI target amount in € thousand | Allocation price in € | Contingent (provisional) number of performance shares | Overall target achievement in % | Final number of performance shares | Payout price in €^{3} | Payout amount in € thousand | |
|---|---|---|---|---|---|---|---|
| Dr. Thomas Rohe (COO) | 90^{1} | 5,208 | 68% | 3,542 | 82 | ||
| Oliver Albrecht (left: 4/30/2023) | 103 | 17.28^{2} | 5,932 | 68% | 4,034 | 23.10 | 93 |
| Dr. Götz Bendele (left: 10/16/2022) | 162^{1} | 9,375 | 68% | 6,375 | 147 |
1 The LTI target amount was reduced on a pro rata basis in line with the amount of time served on the Management Board in the 2021 fiscal year due to the member stepping down from the Management Board during the fiscal year on May 1, 2021.
2 The average closing price (arithmetic mean) of SÜSS MicroTec SE on the XETRA exchange of Deutsche Börse AG over the last 60 trading days prior to the beginning of the performance period.
3 The average closing price (arithmetic mean) of SÜSS MicroTec SE on the XETRA exchange of Deutsche Börse AG over the last 60 trading days prior to the end of the performance period.
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Other Regulations Relevant to Remuneration
Malus and Clawback
The Supervisory Board has the option to withhold (malus) or reclaim (clawback) variable remuneration components in part or in full in the cases listed below.
In the event of at least one serious and culpable breach by the Management Board member of statutory or contractual obligations or obligations arising from the articles of incorporation of the Company or the Company bylaws for the Management Board, the Supervisory Board may, at its due discretion, reduce and retain variable remuneration components that have not yet been paid out or reclaim variable remuneration components that have already been paid out. An assertion of the clawback right is excluded if the breach of obligation dates back more than ten years.
If variable remuneration components were wrongly paid out to the Management Board member based on incorrect data, the Supervisory Board may, at its due discretion, demand the full or partial return of the difference resulting from the recalculation of the amount of variable remuneration compared to the amount paid out.
The clawback and malus rights shall also exist if the position or employment relationship of the Management Board member has already ended at the time the clawback and/or malus rights are asserted. The Management Board member may not appeal the fact that the reclaimed variable remuneration is no longer available in their assets. Claims by the Company for damages, in particular under Section 93(2)(1) of the German Stock Corporation Law (AktG), the right of the Company to revoke the appointment pursuant to Section 84(4) AktG, and the right of the Company to terminate the employment contract without notice (Section 626(1) of the German Civil Code [BGB]) shall remain unaffected.
In the year under review, no circumstances were identified that would have justified a corresponding withholding or clawback. Accordingly, no use was made of the option to withhold or clawback variable remuneration components.
Share ownership guidelines
To further align the interests of the shareholders and the Management Board, there are share ownership guidelines ("SOG") for all Management Board members that require the Management Board members to make a substantial personal investment in SUSS MicroTec shares for the duration of their term of office. The guidelines require the
members of the Management Board to invest an amount equal to 100 percent of their annual gross basic remuneration in SUSS MicroTec shares and to hold these shares at least until the termination of their Management Board function ("equity investment target"). The members of the Management Board are required to invest at least 25 percent of their (net) payout from the variable remuneration (STI and LTI) in SUSS MicroTec shares until the SOG target is reached ("minimum annual investment").
It is the Supervisory Board's view that the defined conditions of the share ownership guidelines are balanced. It avoids a potentially deterrent effect on the recruitment of candidates for the Management Board without compromising the strategic objectives.
As a result of the employment contracts concluded in the 2023 fiscal year with Burkhardt Frick (CEO), Dr. Cornelia Ballwiesser (CFO), and Dr. Thomas Rohe (COO) – whose employment contract was transferred over to the Remuneration System 2022 – the Share Ownership Guidelines have been incorporated into the employment contracts of all of the current members of the Management Board of SÜSS MicroTec SE. The minimum annual investment requirement applies as soon as variable remuneration is paid to the members of the Management Board on the basis of
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the new Management Board contracts. As a result, it will apply for the first time in the current fiscal year if the short-term variable remuneration for the 2023 fiscal year is paid out in March 2024 as part of the next payroll run following the approval of the consolidated financial statements as at December 31, 2023.
Share Ownership Guidelines
- 25% of the annual gross payment from the variable remuneration
- Shareholdings from previous year
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The minimum investment requirement for Management Board members will apply for the first time in the current fiscal year if the 2023 STI is paid out to the current members of the Management Board. Any such share purchases must be disclosed in the next Remuneration Report in 2024 in line with the Share Ownership Guidelines. An overview of the investments which have been made by the members of the Management Board as of the reporting date of December 31, 2023 is provided below.
Shareholdings of the Management Board under the Share Ownership Program as of December 31, 2023
| Management Board member | Number of shares | Total invested on acquisition | Minimum investment requirement as of 12/31/2023^{1} | Total investment requirement |
|---|---|---|---|---|
| Burkhardt Frick (CEO)^{2} | 3,106 | €83,550.95 | – | €300,000 |
| Dr. Cornelia Ballwiesser (CFO) | – | – | – | €275,000 |
| Dr. Thomas Rohe (COO)^{3} | – | – | – | €275,000 |
1 Sum total of 25 percent of the annual gross variable remuneration payments since the beginning of the respective build-up phase. Applies in the 2024 fiscal year for the first time if the variable remuneration for the 2024 fiscal year is paid out.
2 Burkhardt Frick was promised a one-time sign-on bonus of €150,000 upon joining the Company, under the proviso that he would invest the full net amount in SUSS MicroTec shares and transfer the shares acquired in this manner to the share ownership program (Share Ownership Guidelines).
3 Dr. Thomas Rohe has not made use of the option to transfer the SUSS MicroTec shares acquired before the Share Ownership Guidelines came into effect to the share ownership program and to have the price paid for these shares counted towards the investment target.
Joining or Leaving During the Year
In the event of a Management Board appointment commencing or ending during the course of a fiscal year, the basic remuneration, the target amount of the STI, and the target amount of the LTI are reduced pro rata temporis in accordance with the length of service in the relevant fiscal year. Under certain circumstances, variable remuneration entitlements may expire without replacement depending on the reason for departure as described above.
Extraordinary Developments
In accordance with recommendation G.11 of the German Corporate Governance Code, the Supervisory Board has the option to take reasonable account of extraordinary developments in the performance-based remuneration.
Post-contractual Non-competition Agreement
The employment contracts of the current members of the Management Board contain a post-contractual non-competition agreement lasting a period of one year, which can be waived by the Company. The employment contracts of Oliver Albrecht and Dr. Götz Bendele also included an agreement to this effect. If the post-contractual non-competition clause is invoked, the respective member of the Management Board must be paid compensation for the
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period that the clause is in effect equal to 50 percent of their most recent basic remuneration and 50 percent of their most recent short-term variable remuneration (STI). Any severance payment will be deducted from the compensation.
The termination agreement concluded with Dr. Götz Bendele on December 15, 2022 revoked his post-contractual non-competition clause and his entitlement to compensation. Oliver Albrecht, who stepped down from the Management Board on April 30, 2023, was paid compensation of €131,200.00 for the period from May 1, 2023 to December 31, 2023 in accordance with his contract.
Remuneration of the Management Board Members in the 2023 Fiscal Year
The tables below show the respective target remuneration of the Management Board members in the 2023 reporting year for the 2023 fiscal year. This comprises the target remuneration promised for the fiscal year, which is granted if 100 percent of the target is achieved, supplemented by details of the minimum and maximum remuneration achievable on an individual basis. There are no differences in the basic remuneration and fringe benefits.
Target remuneration of the Management Board members
Target remuneration of the current Management Board members
Burkhardt Frick, Chief Executive Officer (CEO), Joined: 9/11/2023
| Target Remuneration | 2023 (100%) | 2022 (100%) | 2023 (min) | 2023 (max) |
|---|---|---|---|---|
| Basic Remuneration | 92,857.00 | – | 92,857.00 | 92,857.00 |
| Fringe Benefits^{1} | 24,516.96 | – | 24,516.96 | 24,516.96 |
| Sign-on bonus | ||||
| (with share purchase and retention requirement)^{2} | 150,000.00 | – | – | 150,000.00 |
| Expenses for retirement benefits | – | – | – | – |
| Total | 267,373.96 | – | 117,373.96 | 267,373.96 |
| Short-term Variable Remuneration (STI) | 79,780.82 | – | 0 | 159,561.64 |
| Long-term Variable Remuneration (LTI): 2023 tranche | ||||
| (performance period 1/1/2023 to 12/31/2025 and lock-up period 1/1/2026 to 12/31/2026)^{3} | 84,383.56 | – | 0 | 253,150.68 |
| Target Total Remuneration | 431,538.34 | 117,373.96 | 680,086.29 |
- The fringe benefits include allowances for voluntary retirement insurance, the non-cash benefit of a company car that can also be used privately or a car allowance, contributions to health insurance as well as the reimbursement of relocation costs for work purposes and an allowance towards the cost of renting a company apartment in the greater Munich area for a limited period of four months.
- Burkhardt Frick was promised a one-time sign-on bonus of €150,000 upon joining the Company, under the proviso that he would invest the full net amount in SUSS MicroTec shares and transfer the shares acquired in this manner to the share ownership program (Share Ownership Guidelines).
- The amount is equivalent to the maximum achievable payout, which is limited to 300 percent of the target amount. The LTI payout is calculated on the basis of the final number of performance shares – which is dependent on the overall target achievement level (0 to 200 percent) at the end of the performance period – multiplied by the sum total of the average closing price (arithmetic mean) of SUSS MicroTec SE on the XETRA exchange of Deutsche Börse AG over the last 60 trading days prior to the end of the performance period and the cumulative dividends paid out during the performance period (the dividend equivalent).
28
SUSS MICROTEC Remuneration Report 2023
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Or. Cornelia Ballwiesser, Chief Financial Officer (CFO), Joined: 7/1/2023
| Target Remuneration | 2023 (100%) | 2022 (100%) | 2023 (min) | 2023 (max) |
|---|---|---|---|---|
| Basic Remuneration | 137,500.00 | – | 137,500.00 | 137,500.00 |
| Fringe Benefits^{1} | 13,460.00 | – | 13,460.00 | 13,460.00 |
| Sign-on & retention bonus^{2} | 100,000.00 | – | – | 100,000.00 |
| Expenses for retirement benefits | – | – | – | – |
| Total | 250,960.00 | – | 150,960.00 | 250,960.00 |
| Short-term Variable Remuneration (STI) | 120,000.00 | – | 0 | 240,000.00 |
| Long-term Variable Remuneration (LTI): 2023 tranche (performance period 1/1/2023 to 12/31/2025 and lock-up period 1/1/2026 to 12/31/2026)^{3} | 130,000.00 | – | 0 | 390,000.00 |
| Target Total Remuneration | 500,960.00 | – | 150,960.00 | 880,960.00 |
1 The fringe benefits include allowances for voluntary retirement insurance, the non-cash benefit of a company car that can also be used privately or a car allowance and contributions to health insurance.
2 Dr. Cornelia Ballwiesser was promised a one-time sign-on bonus of € 100,000 upon joining the Company on July 1, 2023. One of the main factors which contributed to this offer was the fact that her employment contract with her previous employer was originally due to run until October 31, 2023. Dr. Cornelia Ballwiesser has also been promised a retention bonus. This bonus is to be paid out as part of the payroll run immediately following each full year of employment (i.e. following the same date each year) of her three-year employment period, provided that she is still employed by the Company and serving as a member of the Management Board on that date. An amount of € 40,000 will be paid for each retention bonus. The retention bonus has not yet been included in the target total remuneration, as it had not yet been earned in full or on a pro rata basis by December 31, 2023.
3 The amount is equivalent to the maximum achievable payout, which is limited to 300 percent of the target amount. The LTI payout is calculated on the basis of the final number of performance shares – which is dependent on the overall target achievement level (0 to 200 percent) at the end of the performance period – multiplied by the sum total of the average closing price (arithmetic mean) of SSS MicroTec SE on the XETRA exchange of Deutsche Börse AG over the last 60 trading days prior to the end of the performance period and the cumulative dividends paid out during the performance period (the dividend equivalent).
29
SUSS MICROTEC Remuneration Report 2023
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Dr. Thomas Rohe, Chief Operations Officer (COO), Joined: 5/1/2021
| Target Remuneration | 2023 (100%) | 2022 (100%) | 2023 (min) | 2023 (max) |
|---|---|---|---|---|
| Basic Remuneration | 275.000,00 | 202.500,00 | 275.000,00 | 275.000,00 |
| Fringe Benefits^{1} | 41.629,72 | 47.331,92 | 41.629,72 | 41.629,72 |
| Retention bonus^{2} | 20.000,00 | 20.000,00 | 20.000,00 | |
| Expenses for retirement benefits | - | - | - | - |
| Total | 336.629,72 | 269.831,92 | 316.629,72 | 336.629,72 |
| Short-term Variable Remuneration (STI) | 240.000,00 | 112.500,00 | 0 | 480.000,00 |
| Long-term Variable Remuneration (LTI): 2022 tranche (performance period 1/1/2022 to 12/31/2024 and lock-up period 1/1/2025 to 12/31/2025) | - | 135.000,00 | - | - |
| Long-term Variable Remuneration (LTI): 2023 tranche (performance period 1/1/2023 to 12/31/2025 and lock-up period 1/1/2026 to 12/31/2026)^{3} | 260.000,00 | - | 0 | 780.000,00 |
| Target Total Remuneration | 836.629,72 | 517.331,92 | 316.629,72 | 1.596.629,72 |
1 The fringe benefits include allowances for voluntary retirement insurance, the non-cash benefit of a company car that can also be used privately or a car allowance, contributions to health insurance and an allowance towards rental payments for accommodation in the vicinity of the Sternenfels production site.
2 Third and final installment of the retention bonus of € 20,000 that Dr. Thomas Rohe was promised when he took up his position in 2021 in recognition of the fact that his initial appointment has lasted for three years.
3 The amount is equivalent to the maximum achievable payout, which is limited to 300 percent of the target amount. The LTI payout is calculated on the basis of the final number of performance shares – which is dependent on the overall target achievement level (0 to 200 percent) at the end of the performance period – multiplied by the sum total of the average closing price (arithmetic mean) of SSS MicroTec SE on the XETRA exchange of Deutsche Börse AG over the last 60 trading days prior to the end of the performance period and the cumulative dividends paid out during the performance period (the dividend equivalent).
30
SUSS MICROTEC Remuneration Report 2023
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Target remuneration of the former Management Board
Members who stepped down in the 2023 fiscal year
Dr. Bernd Schulte, Former Chief Executive Officer (CEO), Left: 9/10/2023¹
| Target Remuneration | 2023 (100%) | 2022 (100%) | 2023 (min) | 2023 (max) |
|---|---|---|---|---|
| Basic Remuneration | 251,678.57 | 76,660.71 | 251,678.57 | 251,678.57 |
| Fringe Benefits² | 8,441.58 | 2,586.67 | 8,441.58 | 8,441.58 |
| Expenses for retirement benefits | - | - | - | - |
| Total | 260,120.15 | 79,247.38 | 260,120.15 | 260,120.15 |
| Short-term Variable Remuneration (STI) | - | - | - | - |
| Long-term Variable Remuneration (LTI): 2022 tranche (performance period 1/1/2022 to 12/31/2024 and lock-up period 1/1/2025 to 12/31/2025) | - | - | - | - |
| Long-term Variable Remuneration (LTI): 2023 tranche (performance period 1/1/2023 to 12/31/2025 and lock-up period 1/1/2026 to 12/31/2026) | - | - | - | - |
| Ziel-Gesamtvergütung | 260,120.15 | 79,247.38 | 260,120.15 | 260,120.15 |
1 Return to the Supervisory Board after temporary secondment to the Management Board (October 17, 2022 to September 10, 2023) due to Dr. Götz Bendele's sabbatical and resignation.
2 The fringe benefits include allowances for voluntary retirement insurance and contributions to health insurance.
SUSS MICROTEC Remuneration Report 2023
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| Oliver Albrecht, Former Chief Financial Officer (CFO), Left: 4/30/2023 | ||||
|---|---|---|---|---|
| Target Remuneration | 2023 (100%) | 2022 (100%) | 2023 (min) | 2023 (max) |
| Basic Remuneration | 100,000.00 | 300,000.00 | 100,000.00 | 100,000.00 |
| Fringe Benefits1 | 7,974.32 | 23,400.48 | 7,974.32 | 7,974.32 |
| Expenses for retirement benefits | - | - | - | - |
| Total | 107,974.32 | 323,400.48 | 107,974.32 | 107,974.32 |
| Short-term Variable Remuneration (STI) | 32,500.00 | 97,500.00 | 0 | 65,000.00 |
| Long-term Variable Remuneration (LTI): 2022 tranche (performance period 1/1/2022 to 12/31/2024 and lock-up period 1/1/2025 to 12/31/2025) | - | 102,500.00 | - | - |
| Long-term Variable Remuneration (LTI): 2023 tranche (performance period 1/1/2023 to 12/31/2025 and lock-up period 1/1/2026 to 12/31/2026)2 | 34,166.67 | - | - | 102,500.00 |
| Target Total Remuneration | 174,640.99 | 523,400.48 | 107,974.32 | 241,307.66 |
1 The fringe benefits include allowances for voluntary retirement insurance, the non-cash benefit of a company car that can also be used privately or a car allowance and contributions to health insurance.
2 The amount is equivalent to the maximum achievable payout, which is limited to 300 percent of the target amount. The LTI payout is calculated on the basis of the final number of performance shares – which is dependent on the overall target achievement level (0 to 200 percent) at the end of the performance period – multiplied by the sum total of the average closing price (arithmetic mean) of SUSS MicroTec SE on the XETRA exchange of Deutsche Börse AG over the last 60 trading days prior to the end of the performance period and the cumulative dividends paid out during the performance period (the dividend equivalent).
32
SUSS MICROTEC Remuneration Report 2023
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Remuneration granted and owed to members of the Management Board in fiscal year 2023:
In the interests of transparency and reporting that is as close to the period as possible, remuneration is reported in accordance with a performance-based interpretation. Accordingly, the short-term variable remuneration (STI) for the 2023 fiscal year, for example, is considered to be granted or owed, although it is not due for payment until the 2024 fiscal year. The background to this is that the underlying performance had been provided in full by the end of the 2023 fiscal year.
In the 2023 fiscal year, the current and former members of the Management Board were remunerated as shown in the following tables.
Remuneration granted and owed to current members of the Management Board
Burkhardt Frick, Chief Executive Officer (CEO), Joined: 9/11/2023
| Remuneration granted and owed | 2023 | in % | 2022 | in % |
|---|---|---|---|---|
| Basic Remuneration | 92,857.00 | 29.53% | - | - |
| Fringe Benefits | 24,516.96 | 7.80% | - | - |
| Sign-on bonus (with share purchase and retention requirement) 1 | 150,000.00 | 47.70% | - | - |
| Expenses for retirement benefits | - | - | - | - |
| Total | 267,373.96 | 85.03% | - | - |
| Short-term Variable Remuneration (STI) | 47,070.68 | 14.97% | - | - |
| Long-term Variable Remuneration (LTI): 2023 tranche (performance period 1/1/2023 to 12/31/2025 and lock-up period 1/1/2026 to 12/31/2026) 2 | - | - | - | - |
| Total remuneration 3 | 314,414.64 | 100.00% | - | - |
1 Burkhardt Frick was promised a one-time sign-on bonus of € 150,000 upon joining the Company, under the proviso that he would invest this amount in SUSS MicroTec shares and transfer the shares acquired in this manner to the share ownership program (Share Ownership Guidelines).
2 The 2023-2025 LTI tranche has not yet been earned and granted as the performance period has not been completed.
3 The remuneration was under the maximum remuneration limit of €3.0 million for the Chairman of the Management Board Burkhardt Frick (CEO) in the 2023 fiscal year.
SUSS MICROTEC Remuneration Report 2023
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Or. Cornelia Ballwiesser, Chief Financial Officer (CFO), Joined: 7/1/2023
| Remuneration granted and owed | 2023 | in % | 2022 | in % |
|---|---|---|---|---|
| Basic Remuneration | 137,500.00 | 42.73% | – | – |
| Fringe Benefits | 13,460.00 | 4.18% | – | – |
| Sign-on & retention bonus^{1} | 100,000.00 | 31.08% | – | – |
| Expenses for retirement benefits | – | – | – | – |
| Total | 250,960.00 | 78.00% | – | – |
| Short-term Variable Remuneration (STI) | 70,800.00 | 22.00% | ||
| Long-term Variable Remuneration (LTI): 2023 tranche (performance period 1/1/2023 to 12/31/2025 and lock-up period 1/1/2026 to 12/31/2026)^{2} | – | – | – | – |
| Total remuneration^{3} | 321,760.00 | 100.00% | – | – |
1 Dr. Cornelia Ballwiesser was promised a one-time sign-on bonus of € 100,000 upon joining the Company on July 1, 2023. One of the main factors which contributed to this offer was the fact that her employment contract with her previous employer was originally due to run until October 31, 2023. Dr. Cornelia Ballwiesser has also been promised a retention bonus. This bonus is to be paid out as part of the payroll run immediately following each full year of employment (i.e. following the same date each year) of her three-year employment period, provided that she is still employed by the Company and serving as a member of the Management Board on that date. An amount of €40,000 will be paid for each retention bonus. The retention bonus has not yet been included in the total remuneration, as it had not yet been earned in full or on a pro rata basis by December 31, 2023.
2 The 2023-2025 LTI tranche has not yet been earned and granted as the performance period has not been completed.
3 The remuneration was under the maximum remuneration limit of €2.5 million for Dr. Cornelia Ballwiesser (CFO) in the 2023 fiscal year.
SUSS MICROTEC Remuneration Report 2023
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Dr. Thomas Rohe, Chief Operations Officer (COO), Joined: 5/1/2021
| Remuneration granted and owed | 2023 | in % | 2022 | in % |
|---|---|---|---|---|
| Basic Remuneration | 275,000.00 | 49.10% | 202,500.00 | 53.60% |
| Fringe Benefits | 41,629.72 | 7.43% | 47,331.92 | 12.53% |
| Sign-on & retention bonus^{1} | 20,000.00 | 3.57% | 20,000.00 | 5.29% |
| Expenses for retirement benefits | – | – | – | – |
| Total | 336,629.72 | 60.11% | 269,831.92 | 71.42% |
| Short-term Variable Remuneration (STI) | 141,600.00 | 25.28% | 108,000.00 | 28.58% |
| Long-term Variable Remuneration (LTI): 2021 tranche (performance period 1/1/2021 to 12/31/2023 and lock-up period 1/1/2024 to 12/31/2024) | 81,812.35 | 14.61% | – | – |
| Long-term Variable Remuneration (LTI): 2022 tranche (performance period 1/1/2022 to 12/31/2024 and lock-up-period 1/1/2025 to 12/31/2025)^{2} | – | – | – | – |
| Long-term Variable Remuneration (LTI): 2023 tranche (performance period 1/1/2023 to 12/31/2025 and lock-up period 1/1/2026 to 12/31/2026)^{2} | – | – | – | – |
| Total remuneration^{3} | 560,042.07 | 100.00% | 377,831.92 | 100.00% |
1 Third and final installment in the reporting year of the retention bonus of €20,000 that Dr. Thomas Rohe was promised when he took up his position in 2021 in recognition of the fact that his initial appointment has lasted for three years.
2 The 2022-2024 and 2023-2025 LTI tranches have not yet been earned and granted as the relevant performance periods have not been completed.
3 The remuneration was under the maximum remuneration limit of €2.5 million for Dr. Thomas Rohe (COO) in the 2023 fiscal year.
SUSS MICROTEC Remuneration Report 2023
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Remuneration granted and owed to former members of the Management Board
| Dr. Bernd Schulte, Former Chief Executive Officer (CEO), Left: 9/10/2023¹ | ||||
|---|---|---|---|---|
| Remuneration granted and owed | 2023 | in % | 2022 | in % |
| Basic Remuneration | 251,678.57 | 96.75% | 76,660.71 | 96.74% |
| Fringe Benefits | 8,441.58 | 3.25% | 2,586.67 | 3.26% |
| Expenses for retirement benefits | - | - | - | - |
| Total | 260,120.15 | 100.00% | 79,247.38 | 100.00% |
| Short-term Variable Remuneration (STI) | - | - | - | - |
| Long-term Variable Remuneration (LTI): 2021 tranche (performance period 1/1/2021 to 12/31/2023 and lock-up period 1/1/2024 to 12/31/2024) | - | - | - | - |
| Long-term Variable Remuneration (LTI): 2022 tranche (performance period 1/1/2022 to 12/31/2024 and lock-up period 1/1/2025 to 12/31/2025)² | - | - | , | - |
| Total remuneration³ | 260,120.15 | 100.00% | 79,247.38 | 100.00% |
1 Return to the Supervisory Board after temporary secondment to the Management Board (October 17, 2022 to September 10, 2023) due to Dr. Götz Bendele's sabbatical and resignation.
2 The remuneration was under the maximum remuneration limit of €3.0 million for Dr. Bernd Schulte in the 2023 fiscal year.
SUSS MICROTEC Remuneration Report 2023
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| Oliver Albrecht, Former Chief Financial Officer (CFO), Left: 4/30/2023 | ||||
|---|---|---|---|---|
| Remuneration granted and owed | 2023 | in % | 2022 | in % |
| Basic Remuneration | 100,000.00 | 45.06% | 300,000.00 | 71.94% |
| Fringe Benefits | 7,974.32 | 3.59% | 23,400.48 | 5.61% |
| Expenses for retirement benefits | - | - | - | - |
| Total | 107,974.32 | 48.65% | 323,400.48 | 77.55% |
| Short-term Variable Remuneration (STI) | 20,800.00 | 9.37% | 93,600.00 | 22.45% |
| Long-term Variable Remuneration (LTI): 2021 tranche (performance period 1/1/2021 to 12/31/2023 and lock-up period 1/1/2024 to 12/31/2024) | 93,175.23 | 41.98% | ||
| Long-term Variable Remuneration (LTI): 2022 tranche (performance period 1/1/2022 to 12/31/2024 and lock-up period 1/1/2025 to 12/31/2025)1 | - | - | - | - |
| Long-term Variable Remuneration (LTI): 2023 tranche (performance period 1/1/2023 to 12/31/2025 and lock-up period 1/1/2026 to 12/31/2026)2 | - | - | - | - |
| Total remuneration3 | 221,949.55 | 100.00% | 417,000.48 | 100.00% |
1 The 2022-2024 and 2023-2025 LTI tranches have not yet been earned and granted as the relevant performance periods have not been completed..
2 The remuneration was under the maximum remuneration limit of €2.5 million for Oliver Albrecht in the 2023 fiscal year.
In compliance with recommendation G.12 of the German Corporate Governance Code, the termination agreement with Dr. Götz Bendele of December 15, 2022 stipulated that the LTI tranches (2021 LTI tranche and 2022 LTI tranche) and performance shares already granted to him by way of the sign-on & retention bonus (second and third annual tranches) will be settled as normal in accordance with the relevant plan and bonus conditions. With the exception of the 2021 LTI tranche and the final annual tranche of the sign-on & retention bonus, no remuneration was granted or owed to the former member and Chairman of the Management Board Dr. Götz Bendele in the reporting year. Payments relating to his stepping down from the Management Board in the 2022 fiscal year are presented and explained in the 2022 Remuneration Report. This report is available under "Corporate Governance" – "Remuneration of the Management and Supervisory Board" in the Investor Relations section of the Company's website.
SUSS MICROTEC Remuneration Report 2023
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Dr. Götz M. Bendele, Former Chief Executive Officer (CEO), Left: 10/16/2022
| Remuneration granted and owed | 2023 | in % | 2022 | in % |
|---|---|---|---|---|
| Basic Remuneration | - | - | 287,839.29 | 22.50% |
| Fringe Benefits | - | - | 21,159.40 | 1.65% |
| Sign-on & retention bonus^{1} | 80,850.00 | 35.44% | 47,355.00 | 3.70% |
| Severance payment | - | - | 710,000.00 | 55.51% |
| Expenses for retirement benefits | - | - | - | - |
| Total | 80,850.00 | 36.39% | 1,066,353.69 | 83.36% |
| Short-term Variable Remuneration (STI) | - | - | 160,335.62 | 13.07% |
| Long-term Variable Remuneration (LTI): 2021 tranche (performance period 1/1/2021 to 12/31/2023 and lock-up period 1/1/2024 to 12/31/2024) | 147,262.50 | 64.56% | - | - |
| Long-term Variable Remuneration (LTI): 2022 tranche (performance period 1/1/2022 to 12/31/2024 and lock-up period 1/1/2025 to 12/31/2025)^{2} | - | - | - | - |
| Total remuneration^{3} | 228,112.50 | 100.0% | 1,226,689.31 | 100.0% |
- Upon conclusion of the termination agreement of December 15, 2022, the two annual tranches of 3,500 performance shares each which were granted to Dr. Götz Bendele by way of the sign-on and retention bonus and had not yet been paid out were vested. The amount paid out for the third and final annual tranche of 3,500 performance shares is based on the average closing price (arithmetic mean) of SÜSS MicroTec SE on the XETRA exchange of Deutsche Börse AG over the last 60 trading days of the 2023 fiscal year. The payment of this third and final annual tranche to Dr. Götz Bendele will be made with the regular payroll for the calendar month following the approval of the Company's consolidated financial statements for the 2023 fiscal year by the Supervisory Board (i.e., in April 2024).
- The 2022-2024 LTI tranche has not yet been earned and granted as the performance period has not been completed.
- The maximum remuneration of € 1,716,771.67 for Dr. Götz Bendele under the Remuneration System 2021 (< 2.7 times the target total remuneration) was based on the 2022 fiscal year, which was the last year in which a target remuneration had been set for him. This limit was not exceeded in the 2023 fiscal year.
Pensions
There are no pension obligations for current members or former members of the Management Board.
SUSS MICROTEC Remuneration Report 2023
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Remuneration of the Supervisory Board Members
The remuneration of the Supervisory Board members is set out in greater detail in Section 20 of the articles of incorporation of the Company. The Supervisory Board Members receive fixed annual remuneration of €45,000.00. The Chairman of the Supervisory Board receives 2.0 times and the Deputy Chairman 1.5 times the remuneration granted in accordance with § 20(1)(1) of the articles of incorporation. In addition, each member of the Audit Committee receives an annual fixed remuneration of €15,000.00, each member of the Personnel Committee receives an annual fixed remuneration of €10,000.00, and each member of other committees established by the Supervisory Board receives an annual fixed remuneration of €10,000.00 per committee. The Chairs of the committees each receive 2.0 times the aforementioned amounts. If a Supervisory Board member belongs to two committees at the same time, only the highest-paid committee membership is remunerated in addition to the fixed annual remuneration pursuant to section 20(1)(1) of the articles of incorporation. If a Supervisory Board member belongs to more than two committees at the same time, only the committee membership in the two highest-paid committees is paid in addition to the fixed annual remuneration pursuant to section 20(1)(1) of the articles of incorporation.
In addition, each Supervisory Board Member receives meeting attendance compensation of €1,000.00 for participating in meetings of the Supervisory Board and meetings of a committee of which he or she is a member, such as face-to-face meetings, telephone or video conferences, or a corresponding connection. Multiple meetings (regardless of whether they are meetings for the Supervisory Board or committees) held on the same day are not remunerated more than once.
In the 2023 fiscal year, the current and former members of the Supervisory Board were remunerated as follows:
SUSS MICROTEC Remuneration Report 2023
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2023
| in € | Fixed Remunera-tion | in % | Meeting attendance remuneration for the Supervisory Board | in % | Committee remuneration | in % | Meeting attendance remuneration for committees | in % | Total remu-neration |
|---|---|---|---|---|---|---|---|---|---|
| Supervisory Board | |||||||||
| Dr. David Dean (Chair of the Supervisory Board) | 90,000.00 | 69.2 | 12,000.00 | 9.2 | 20,000.00 | 15.4 | 8,000.00 | 6.2 | 130,000.00 |
| Dr. Myriam Jahn (Deputy Chair of the Supervisory Board) | 67,500.00 | 62.2 | 12,000.00 | 11.1 | 20,000.00 | 18.4 | 9,000.00 | 8.3 | 108,500.00 |
| Prof. Dr. Mirja Steinkamp | 45,000.00 | 47.9 | 12,000.00 | 12.8 | 30,000.00 | 31.9 | 7,000.00 | 7.4 | 94,000.00 |
| Jan Smits | 45,000.00 | 47.9 | 12,000.00 | 12.8 | 25,000.00 | 26.6 | 12,000.00 | 12.8 | 94,000.00 |
| Dr. Bernd Schulte (since 9/11/2023) | 13,715.75 | 61.5 | 3,000.00 | 13.5 | 4,571.92 | 20.5 | 1,000.00 | 4.5 | 22,287.67 |
2022
| in € | Fixed Remunera-tion | in % | Meeting attendance remuneration for the Supervisory Board | in % | Committee remuneration | in % | Meeting attendance remuneration for committees | in % | Total remu-neration |
|---|---|---|---|---|---|---|---|---|---|
| Supervisory Board | |||||||||
| Dr. David Dean (Chair of the Supervisory Board) | 90,000.00 | 65.7 | 13,000.00 | 9.5 | 20,000.00 | 14.6 | 14,000.00 | 10.2 | 137,000.00 |
| Dr. Myriam Jahn (Deputy Chair of the Supervisory Board) | 67,500.00 | 67.2 | 14,000.00 | 12.9 | 10,000.00 | 10.0 | 11,000.00^{1} | 10.8 | 101,500.00 |
| Prof. Dr. Mirja Steinkamp (since 03/04/2022) | 37,356.00 | 50.5 | 12,000.00 | 14.9 | 22,603.00 | 6.7 | 4,000.00^{1} | 5.3 | 74,959.00 |
| Dr. Dietmar Meister (until 03/01/2022) | 7,397.00 | 51.6 | 1,000.00 | 7.0 | 4,932.00 | 104.7 | 1,000.00 | 7.0 | 14,329.00 |
| Jan Smits | 45,000.00 | 56.3 | 14,000.00 | 16.3 | 15,000.00 | 18.8 | 8,000.00^{1} | 9.9 | 81,000.00 |
| Dr. Bernd Schulte (until 10/16/2022) | 35,630.00 | 57.9 | 8,000.00 | 13.0 | 7,918.00 | 12.9 | 10,000.00 | 16.2 | 61,548.00 |
1 Subsequent notification of an ESG meeting in the 2023 financial year for the 2022 financial year included
SUSS MICROTEC Remuneration Report 2023
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Former members of the Supervisory Board no remuneration was granted or owed in the 2023 financial year.
In the 2023 financial year, neither the members of the Supervisory Board nor persons or companies related to them received any remuneration or benefits for personal services rendered, in particular consulting and mediation services.
Comparative presentation of remuneration and earnings development
The following comparative presentation shows the annual change in remuneration granted and owed to current and former members of the Management Board and Supervisory Board, the Company's earnings development and employee remuneration on a full-time equivalent basis. The development of the Company's earnings is not only
presented on the basis of the respective net profit or loss for the year (HGB), but also (voluntarily) on the basis of the consolidated net profit for the year (IFRS), as this indicator is used as a performance criterion for the variable remuneration of the Management Board members. With regard to the average remuneration of employees, the wages and salaries as well as the number of employees of all German Group companies in the respective fiscal year are used as a basis.
Comparative presentation of remuneration and earnings development
| in € thousand | 2023 | Change vs. PY | 2022 | Change vs. PY | 2021 | Change vs. PY | 2020 | Change vs. PY | 2019 |
|---|---|---|---|---|---|---|---|---|---|
| Remuneration of the Management Board | |||||||||
| Burkhardt Frick (joined 9/11/2023) | 314 | ||||||||
| Dr. Cornelia Ballwiesser (joined 7/1/2023) | 322 | ||||||||
| Dr. Thomas Rohe (joined 05/01/2021) | 560 | 48.1% | 378 | 29.9% | 291 | ||||
| Dr. Bernd Schulte (joined 10/17/2022, left 9/10/2023) | 260 | 229.1% | 79 | ||||||
| Oliver Albrecht (joined 11/18/2019, left 4/30/2023) | 222 | -46.8% | 417 | 2% | 409 | -28.5% | 572 | 979.2% | 53 |
| Dr. Götz M. Bendele (joined 5/1/2021, left 10/16/2022) | 228 | -81.4% | 1,227 | 168.5% | 457 | ||||
| Dr. Franz Richter (left 04/30/2021) | 330 | -52.2 | 691 | 24.5% | 555 | ||||
| Robert Leurs (joined 12/1/2017, left 11/17/2019) | 820 |
Continuation on the next page
SUSS MICROTEC Remuneration Report 2023
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Continuation ↓
Comparative presentation of remuneration and earnings development
| in € thousand | 2023 | Change vs. PY | 2022 | Change vs. PY | 2021 | Change vs. PY | 2020 | Change vs. PY | 2019 |
|---|---|---|---|---|---|---|---|---|---|
| Remuneration of the Supervisory Board | |||||||||
| Dr. David Dean (since 05/20/2020) | 130 | −5.1% | 137 | 23.4% | 111 | 101.8% | 55 | ||
| Dr. Myriam Jahn (since 05/31/2017) | 109 | 6.9% | 102 | 17.2% | 87 | 14.5% | 76 | 24.6% | 61 |
| Dr. Dietmar Meister (until 03/01/2022) | 14 | −83.3% | 84 | 15.1% | 73 | 102.8% | 36 | ||
| Jan Smits (since 05/20/2020) | 94 | 16.0% | 81 | 5.2% | 77 | 67.4% | 46 | ||
| Dr. Bernd Schulte (since 10/16/2022, suspended 10/17/2022 to 9/10/2023 due to secondment to Management Board) | 22 | −64.5% | 62 | −15.1% | 73 | 386.7% | 15 | ||
| Prof. Dr. Mirja Steinkamp (since 03/04/2022) | 94 | 25.3% | 75 | ||||||
| Dr. Stefan Reineck (until 05/20/2020) | 35 | −53.9% | 76 | ||||||
| Jan Teichert (until 04/30/2020) | 24 | −63.6% | 66 | ||||||
| Gerhard Pegam (until 3/25/2020) | 16 | −73.8% | 61 | ||||||
| Earnings development | |||||||||
| Net income for the fiscal year for SÜSS MicroTec SE | 3,452 | −72% | 12,198 | −69.2% | 39,591 | −103.9% | 716 | −18,840% | −18,536 |
| Consolidated net income for the fiscal year | 4,697 | −80.8% | 24,524 | 53.1% | 16,015 | 29.5% | 12,363 | −176.0% | −16,261 |
| Average employee remuneration | |||||||||
| German SUSS MicroTec companies | 75.7 | 5.0% | 72.0 | −0.6% | 72.4 | 0.8% | 71.8 | 6.2% | 67.6 |
SUSS MICROTEC Remuneration Report 2023
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Other
SUSS MicroTec has taken out directors' and officers' liability insurance (D&O insurance) for the members of the Management Board and Supervisory Board. The premiums for this are paid by the Company. In accordance with the requirements of stock corporation law, a deductible of 10 percent of the loss up to the amount of one and a half times the annual fixed remuneration of the respective Management Board member is provided for the members of the Management Board. Due to the current version of the German Corporate Governance Code, there is no longer a deductible for members of the Supervisory Board. Moreover, the members of the Management Board are included in a group accident insurance policy. The premiums for this are also paid by the Company.
Garching, March 22, 2024
For the Management Board
For the Supervisory Board
Burkhardt Frick
Chief Executive Officer (CEO)
Dr. David Dean
Chair of the Supervisory Board of SÜSS MicroTec SE
Dr. Cornelia Ballwiesser
Chief Finance Officer (CFO)
Dr. Thomas Rohe
Chief Operations Officer (COO)
Suss MicroTec
SUSS MICROTEC Annual Report 2023
Company | Condensed Management Report | Consolidated Financial Statements | Notes | Further Information
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Audit Certificate of the Independent Auditor
to SÜSS MicroTec SE, Garching, Germany
Certificate Regarding the Audit of the Consolidated Financial Statements and the Condensed Management Report
Audit Opinion
We have audited the consolidated financial statements of SÜSS MicroTec SE and its subsidiaries (the Group), which comprise the consolidated statement of financial position as of December 31, 2023, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, and the consolidated statement of cash flows for the fiscal year from January 1, 2023, to December 31, 2023, and notes to the consolidated financial statements, including a summary of significant accounting policies. In addition, we have audited the condensed Management Report of SÜSS MicroTec SE for the fiscal year from January 1, 2023, to December 31, 2023. In accordance with the German legal requirements, we have not audited the content of the disclosures contained in the sections "Risk management," "Description and essential characteristics of the compliance management system (CMS)," and "Description and essential characteristics of the
internal control system (ICS)," as well as the corporate governance statement contained in the section "Group statement on corporate governance in accordance with Section 289f and Section 315d of the German Commercial Code (HGB)" and the non-financial statement contained in the section "Non-financial Group statement in accordance with Section 315b HGB" of the condensed Management Report.
In our opinion, based on the insights gained in the audit:
> The attached consolidated financial statements comply with IFRS, as applicable in the EU, in all material respects as well as the supplementary regulations under German law according to Section 315e (1) of the German Commercial Code (HGB). In addition, they convey an accurate view of the net assets and financial position of the Group as of December 31, 2023, and its results of operations for the fiscal year from January 1, 2023, to December 31, 2023, in accordance with these principles and
> Furthermore, the attached condensed Management Report conveys an overall accurate picture of the condition of the Group. In all material respects, this condensed Management Report is consistent with the consolidated financial statements, complies with German legal regulations, and presents the opportunities and risks of future development accurately. Our audit opinion on the condensed Management Report does not cover the content of the disclosures contained in the
sections "Risk management," "Description and essential characteristics of the compliance management system (CMS)," and "Description and essential characteristics of the internal control system (ICS)," as well as the corporate governance statement contained in the section "Group statement on corporate governance in accordance with Section 289f and Section 315d of the German Commercial Code (HGB)" and the non-financial statement contained in the section "Non-financial Group statement in accordance with Section 315b HGB."
According to Section 322 (3)(1) of the HGB, we declare that our audit has not led to any objections regarding the accuracy of the consolidated financial statements and the condensed Management Report.
Basis for the Audit Opinion
We have conducted our audit of the consolidated financial statements and the condensed Management Report in accordance with Section 317 of the HGB and the EU Auditor Regulation (No. 537/2014; referred to below as "EU-APrVO"), taking into account the generally accepted German accounting principles promulgated by the Institute of Public Auditors in Germany (IDW). Our responsibility according to these regulations and principles is further described in the "Responsibility of the Auditor for the Audit of the Consolidated Financial Statements and Condensed
SUSS MICROTEC Annual Report 2023
Company | Condensed Management Report | Consolidated Financial Statements | Notes | Further Information
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Management Report" section of our audit certificate. We are independent of the Group companies in accordance with European legal and German commercial and professional legal regulations and have fulfilled our other German professional obligations in accordance with these requirements. In addition, we declare in accordance with Article 10 (2)f of the EU-APrVO that we have not performed any prohibited non-auditing services in accordance with Article 5 (1) of the EU-APrVO. We are of the opinion that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements and the condensed Management Report.
Particularly Important Issues in the Audit of the Consolidated Financial Statements
Particularly important audit issues are those matters that were the most significant in our dutiful judgment in our audit of the consolidated financial statements for the fiscal year from January 1, 2023, to December 31, 2023. These issues were taken into account in connection with our audit of the consolidated financial statements as a whole and in the formation of our audit opinion on them; we do not issue any separate audit opinion on these issues.
In our opinion, the following matters were most significant in our audit:
> Impairment of goodwill
> Recognition and presentation of discontinued operations
We have structured our presentation of these key audit matters as follows:
> Situation and problems
> Audit approach and insights
> Reference to further information
In the following, we present the audit matters of particular importance:
Impairment of Goodwill
- In the consolidated financial statements of SÜSS MicroTec SE, goodwill in the amount of € 18.5 million is reported under the balance sheet item "Goodwill" representing approximately 5% of total assets. The Company allocates goodwill to the relevant groups of cash-generating units. Goodwill is tested for impairment by the Company annually on the reporting date or as required. The use values are compared with the carrying amounts of the corresponding group of cash-generating units.
These valuations are regularly based on the present value of future cash flows of the cash-generating unit to which the respective goodwill is allocated. The valuations are based on the budgets of the individual cash-generating units, which are based on the financial plans approved by management. Discounting is performed using the weighted average cost of capital of the respective cash-generating unit. The result of this valuation is highly dependent on the estimation of future cash inflows by the legal representatives of the Company and the discount rate used and is therefore subject to considerable uncertainty, which is why this matter is of particular importance in the context of our audit.
- To address this risk, we critically assessed management's assumptions and estimates, including the following audit procedures:
> We traced the methodological approach used to perform the impairment tests and assessed the determination of the weighted average cost of capital.
> We have satisfied ourselves that the future cash inflows underlying the valuations and the discount rates used provide an appropriate overall basis for the impairment tests of the individual cash-generating units.
SUSS MICROTEC Annual Report 2023
Company | Condensed Management Report | Consolidated Financial Statements | Notes | Further Information
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> Our assessment was based on factors including a comparison with general and industry-specific market expectations as well as extensive explanations by management on the key value drivers of the plans and a comparison of this information with the current budgets from the planning approved by the Supervisory Board.
> With the knowledge that even relatively small changes in the discount rate can have a material impact on the amount of the value in use determined in this manner, we considered the parameters used in determining the discount rate applied, including the weighted average cost of capital, and followed the Company's calculation scheme.
> We have determined that the respective goodwill and the carrying amounts of the relevant groups of cash-generating units overall are covered by the discounted future cash flows as of the reporting date.
- The Company's disclosures on goodwill are included in note 13 to the financial statements.
Recognition and Presentation of Discontinued Operations
-
The statement of income in the consolidated financial statements of SÜSS MicroTec SE includes €-12.6 million attributable to subsidiary SUSS MicroOptics S.A. under the item "Result from discontinued operations after taxes." The figures for the balance sheet items "Assets held for sale" and "Liabilities associated with assets held for sale" were €33.9 million and €13.0 million, respectively. The management of SÜSS MicroTec SE made the decision to sell SUSS MicroOptics S.A. during the fiscal year and signed an agreement to sell the entirety of the shares in SUSS MicroOptics S.A. The transaction was finalized in January 2024. During the 2023 fiscal year, management had an obligation to determine whether a sale was highly probable on the basis of the divestment plan and if the subsidiary should be presented as a discontinued operation. From our perspective, this situation had a particularly significant impact in terms of the consolidated financial statements, providing an understandable overview of the net assets, financial position, and results of operations.
-
To address this risk, we critically assessed management's assumptions, including the following audit procedures:
> We gained an understanding of the agreement to sell the subsidiary and its material terms and conditions.
> We assessed the management's decision to classify SUSS MicroOptics S.A. as a discontinued operation.
> We reperformed the process involved in presenting discontinued operations in the consolidated financial statements.
Based on our audit procedures, we were able to understand the assumptions made by management regarding the recognition and presentation of discontinued operations and satisfy ourselves as to their appropriateness.
- The Company's disclosures on discontinued operations are included in note 3 to the financial statements.
Other Information
The legal representatives are responsible for other information. Other information includes:
> The information contained in the condensed Management Report in the sections "Risk Management," "Description and Essential Characteristics of the Compliance Management System (CMS)," and "Description and Essential Characteristics of the Internal Control System (ICS)"
SUSS MICROTEC Annual Report 2023
Company | Condensed Management Report | Consolidated Financial Statements | Notes | Further Information
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> The Group declaration on corporate governance included in the condensed management report 2023
> Disclosures on the non-financial Group declaration and declaration of compliance of the condensed management report 2023
> The Report of the Supervisory Board
> The remaining parts of the Annual Report, with the exception of the audited consolidated financial statements, the condensed Management Report, and our audit certificate
> Alternative key performance indicators of the SUSS Group
Our audit opinion on the consolidated financial statements and the condensed Management Report does not extend to other information. Accordingly, we are not issuing either an audit opinion or any other form of audit conclusion regarding it.
In connection with our audit, we have the responsibility to read other information and to evaluate whether the other information:
> Indicates material discrepancies from the consolidated financial statements, the condensed Management Report, or the insights we gained during the audit or
> Otherwise appears to contain material misrepresentations
If we conclude, based on the work we have carried out, that a material misrepresentation of this other information exists, we are obligated to report these facts. In this regard, we have nothing to report.
Responsibility of the Legal Representatives and the Supervisory Board for the Consolidated Financial Statements and the Condensed Management Report
The legal representatives are responsible for the preparation of the consolidated financial statements, which comply with IFRS, as applicable in the EU, as well as the supplementary regulations under German law according to Section 315e (1) of the German Commercial Code (HGB) in all material respects. In addition, they convey an accurate view of the net assets, financial position, and results of operations of the Group in accordance with these principles. Furthermore, the legal representatives are responsible for internal controls that they determine are necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud (i.e., fraudulent accounting manipulations and misstatements of assets) or error.
During the preparation of the consolidated financial statements, the legal representatives are responsible for assessing the ability of the Group to continue its corporate activities. Furthermore, they bear responsibility for indicating any issues in connection with the continuation of corporate activities, provided that they are relevant. In addition, they are responsible for accounting on the basis of the going concern principle unless there is the intention to liquidate the Group or to discontinue business, or there is no realistic alternative.
The legal representatives are also responsible for the preparation of the condensed Management Report, which provides an overall accurate picture of the condition of the Group and is consistent with the consolidated financial statements in all material respects, complies with German legal regulations, and accurately presents the opportunities and risks of future development. Furthermore, the legal representatives are responsible for precautions and measures (systems) that they have deemed to be necessary in order to prepare a condensed Management Report in accordance with the applicable German legal provisions and in order to provide sufficient appropriate evidence for the statements in the condensed Management Report.
SUSS MICROTEC Annual Report 2023
Company | Condensed Management Report | Consolidated Financial Statements | Notes | Further Information
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The Supervisory Board is responsible for monitoring the Group's accounting process for the preparation of the consolidated financial statements and the condensed Management Report.
Responsibility of the Auditor for the Audit of the Consolidated Financial Statements and the Condensed Management Report
Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misrepresentations, whether due to fraud or error, and whether the condensed Management Report as a whole provides a suitable view of the Group's position and is consistent, in all material respects, with the consolidated financial statements and the audit findings, complies with German legal requirements, and suitably presents the opportunities and risks of future development, and to issue an auditor's report that includes our audit opinion on the consolidated financial statements and the condensed Management Report.
Reasonable assurance is a high degree of assurance but no guarantee that an audit performed in accordance with Section 317 of the HGB and the EU-APrVO, taking into account the generally accepted German accounting principles promulgated by the Institute of Public Auditors in Germany (IDW), uncovers every material misrepresentation. Misrepresentations may result from fraud or errors and are deemed as material if it can reasonably be expected that they individually or collectively influence the economic decisions of the addressees made on the basis of these consolidated financial statements and condensed Management Report.
During the audit, we exercise professional judgment and maintain an attitude of professional skepticism. In addition, we do the following:
> Identify and assess the risks of material misrepresentations, whether due to fraud or error, in the consolidated financial statements and the condensed Management Report, plan and carry out audit procedures in response to these risks, and obtain audit evidence that is sufficient and appropriate to serve as the basis for our audit opinion. The risk that material misrepresentations resulting from fraudulent activities will not be uncovered is higher than the risk that material misrepresentations resulting from errors will not be uncovered, as fraudulent activities may involve collusion, forgery, intentional omissions, misleading representations, or the bypassing of internal controls.
> Gain an understanding of the relevant internal control system for the audit of the consolidated financial statements and the relevant precautions and measures taken for the audit of the condensed Management Report in order to plan audit procedures that are appropriate under the given circumstances but not for the purpose of issuing an audit opinion on the effectiveness of these systems.
> Assess the appropriateness of the accounting methods applied by the legal representatives as well as the validity of the estimates presented by the legal representatives and the related information.
> Draw conclusions regarding the appropriateness of the going concern accounting principle applied by the legal representatives as well as, on the basis of the audit evidence obtained, whether a material uncertainty exists in connection with events or circumstances that could cast meaningful doubt on the Group's ability to remain a going concern. If we conclude that a material uncertainty exists, we are obligated to call attention to the related information in the consolidated financial statements and the condensed Management Report or, if this information is inappropriate, to modify our respective audit opinion. We draw our conclusions based on the audit evidence obtained by the date of our audit certificate. However, future events or circumstances may prevent the Group from continuing its corporate activities.
SUSS MICROTEC Annual Report 2023
Company | Condensed Management Report | Consolidated Financial Statements | Notes | Further Information
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> Assess the presentation, the structure, and the contents of the consolidated financial statements as a whole, including both information and whether the consolidated financial statements present the underlying business transactions and events in such a way that the consolidated financial statements convey a picture of the Group's net assets, financial position and results of operations, taking into account IFRS, as applicable in the EU, and supplementary regulations under German law according to Section 315e (1) of the HGB.
> Obtain sufficient appropriate audit evidence for the accounting information of the companies or the business activities within the Group in order to issue audit opinions on the consolidated financial statements and the condensed Management Report. We are responsible for directing, monitoring, and executing the audit of the consolidated financial statements. We bear sole responsibility for our audit opinion.
> Assess the consistency of the condensed Management Report with the consolidated financial statements, its legal compliance, and the picture it conveys of the Group's condition.
> Carry out audit procedures on the forward-looking statements presented by the legal representatives in the condensed Management Report. Based on sufficient appropriate audit evidence, we reproduce in particular the significant assumptions underlying the forward-looking statements of the legal representatives and assess the proper derivation of the forward-looking statements from these assumptions. We do not issue an independent audit opinion on the forward-looking statements and the underlying assumptions. A substantial unavoidable risk exists that future events may deviate significantly from the forward-looking statements.
We discuss with those responsible for oversight the planned scope and scheduling of the audit as well as significant audit findings, including potential flaws in the internal control system that we identify during our audit, among other issues.
We issue a declaration to those responsible for oversight that we have complied with the relevant independence requirements and discuss with them all relationships and other issues that can reasonably be assumed to affect our independence and, where relevant, the actions taken or safeguards implemented to address the threats to our independence.
Of the issues that we have discussed with those responsible for oversight, we determine those issues that were most meaningful in the audit of the consolidated financial statements for the current reporting period and therefore constitute particularly important audit issues. We describe these issues in the audit certificate unless laws or other legal provisions preclude public disclosure of the issue.
Other Legal and Statutory Requirements
Certificate Regarding the Audit of the Electronic Consolidated Financial Statements and the Condensed Management Report Created for Disclosure Purposes in Accordance With Section 317 (3a) HGB
Audit Opinion
In accordance with Section 317 (3a) HGB, we have carried out an audit with sufficient assurance regarding whether the consolidated financial statements and the condensed Management Report (hereinafter also referred to as "ESEF documents") in the file named 529900C3KRUTSYDK7N87-2023-12-31-de (3).zip, which were prepared for disclosure purposes, fulfill the requirements of
SUSS MICROTEC Annual Report 2023
Company | Condensed Management Report | Consolidated Financial Statements | Notes | Further Information
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Section 328 (1) HGB for the electronic reporting format ("ESEF format") in all material respects. In accordance with German legal requirements, this audit extends only to the transfer of the information contained in the consolidated financial statements and the condensed Management Report to the ESEF format. It therefore does not extend to the information contained in this representation or to other information contained in the aforementioned file.
In our opinion, the representation of the consolidated financial statements and the condensed Management Report contained in the aforementioned attached file and prepared for disclosure purposes complies in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format. We express no opinion on the information contained in this representation, nor on any other information contained in the aforementioned file, beyond this audit opinion and those regarding the attached consolidated financial statements and the condensed Management Report for the fiscal year from January 1, 2023, to December 31, 2023, which are contained in the "Certificate Regarding the Audit of the Consolidated Financial Statements and the Condensed Management Report" above.
Basis for the Audit Opinion
We conducted our audit of the representations of the consolidated financial statements and the condensed Management Report that are contained in the aforementioned attached file in accordance with Section 317 (3a) HGB and the IDW Auditing Standard: This concerns the audit of electronic representations of financial statements and management reports that are prepared for disclosure purposes in accordance with Section 317 (3a) HGB (IDW PS 410 (06.2022)). Our responsibility according to these regulations is further described in the section "Responsibility of the Auditor for the Audit of the ESEF Documents." Our auditing firm applied the IDW's quality assurance standard: Requirements for quality assurance in auditing practice (IDW QMS 1).
Responsibility of the Legal Representatives and the Supervisory Board for the ESEF documents
The legal representatives of the Company are responsible for creating the ESEF documents, including the electronic reproduction of the consolidated financial statements and the condensed Management Report in accordance with Section 328 (1)(4)(1) HGB, and for the tagging of the consolidated financial statements in accordance with Section 328 (1)(4)(2) HGB.
In addition, the legal representatives are responsible for the internal controls they consider necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB for the electronic reporting format.
The Supervisory Board is responsible for overseeing the process of preparation of the ESEF documents as part of the financial reporting process.
Responsibility of the Auditor for the Audit of the ESEF Documents
Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB. During the audit, we exercise professional judgment and maintain an attitude of professional skepticism. We also:
> Identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB, plan and carry out audit procedures in response to these risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion.
> Obtain an understanding of internal control relevant to auditing the ESEF documents in order to plan audit procedures that are appropriate to the circumstances but not for the purpose of issuing an audit opinion on the effectiveness of these controls.
SUSS MICROTEC Annual Report 2023
Company | Condensed Management Report | Consolidated Financial Statements | Notes | Further Information
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> Evaluate the technical validity of the ESEF documents; that is, whether the attached file containing the ESEF documents meets the requirements of Delegated Regulation (EU) 2019/815 on the technical specification for this electronic file.
> Evaluate whether the ESEF documents enable an XHTML reproduction with content equivalent to the audited consolidated financial statements and the audited condensed Management Report.
> Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with Articles 4 and 6 of Delegated Regulation (EU) 2019/815, as in force on the reporting date, enables an appropriate and complete machine-readable XBRL copy of the XHTML reproduction.
Other Disclosures According to Article 10 EU-APrVO
We were chosen as auditors of the consolidated financial statements by the Shareholders' Meeting on May 31, 2023. We were commissioned by the Supervisory Board on November 25, 2023. We have continuously served as auditor for SÜSS MicroTec SE since the 2022 fiscal year.
We declare that the audit opinion contained in this audit certificate is consistent with the supplemental report to the Audit Committee according to Article 11 of the EU-APrVO (audit report).
We provided the following services, which were not specified in the consolidated financial statements or the condensed Management Report of the audited Company, in addition to the audit of the annual financial statement for the audited Company or the companies controlled by it:
> Audit of the remuneration report of SÜSS MicroTec SE
Other Matters – Use of the Audit Certificate
Our audit certificate should always be read in conjunction with the audited consolidated financial statements and the audited condensed Management Report, as well as the audited ESEF documents. The consolidated financial statements and the condensed Management Report converted to the ESEF format – including the versions to be entered in the company register – are merely electronic reproductions of the audited consolidated financial statements and the audited condensed Management Report and do not replace these documents. In particular, the ESEF certificate and our audit opinion contained therein can only be used in conjunction with the audited ESEF documentation provided in electronic form.
Responsible Auditor
Auditor Valerie Knaack is responsible for the audit.
Munich, March 21, 2024
Baker Tilly GmbH & Co. KG
Auditing Firm
(Düsseldorf)
Abel Knaack
Auditor Auditor