ORBIS SE
ORBIS SE: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution

Addendum to a disclosure of significant related party transactions

ORBIS SE published the following material related party transaction on 02.01.2023:

“ORBIS SE (“the Company”) or its legal predecessors have granted pension commitments to the long-standing members of the Executive Board, Mr Thomas Gard and Mr Stefan Mailänder, under the company pension scheme since 1986. Under the company pension scheme, Mr Gard and Mr Mailänder are entitled to retirement benefits, disability benefits and, in the event of their death, survivors’ pensions. To ensure future solvency, the company has taken out various reinsurance policies and pledged the respective claims from the reinsurance policies to Mr Gard and Mr Mailänder.

The Company is interested in disengaging from the economic risks arising from the pension commitments granted in favour of Mr Gard and Mr Mailänder with effect from the end of 31 December 2022.

For this purpose, the pension commitments were transferred to GMV Aktiengesellschaft, in which Mr Gard and Mr Mailänder hold shares, with effect from the end of 31 December 2022, taking into account § 4 of the German Company Pensions Act. GMV Aktiengesellschaft will thus take the place of the Company with regard to the aforementioned pension commitments at the end of 31 December 2022.

In the context of the aforementioned takeover of the pension commitments, all contractual rights, including all current and future benefit claims from the reinsurance policies concluded, will be transferred to GMV AG as consideration in kind. If the amount of the respective non-cash consideration is not sufficient to service the pension claims existing at the time of transfer, ORBIS SE will pay GMV AG a corresponding cash consideration. The amount of the cash consideration to be paid to GMV AG is calculated from the total of the pension provisions to be formed for the respective pension beneficiary on the liabilities side less the existing asset values of the reinsurance policies. If the cash remuneration calculated according to the above calculation method shows a negative amount, this amount shall be paid by GMV AG to the Company. The respective cash consideration is limited to EUR 949,000.00 for the assumption of Mr Mailänder’s pension obligations and to EUR 351,000.00 for the assumption of Mr Gard’s pension obligations.

All of the above values are calculated as at 31 December 2022 and in accordance with the IFRS valuation standard. The values are based on a current expert opinion. Since it was not possible to precisely quantify the non-cash consideration and the cash consideration at the time the contract was concluded due to volatile interest rate movements on the capital markets, the respective values will be published by the company immediately after the calculation has been carried out with a separate report.”

The exact amount of the payment in kind as well as the cash payment could now be finally calculated. Therefore, the respective values are published by the company with this separate notification:

The remuneration in kind for Mr Mailänder amounts to EUR 2,282,515.00 as the creditable asset value for the reinsurance policies. However, since an amount of EUR 2,461,865.00 was determined for the total remuneration to be recognised (i.e. the amount of the notional pension provision), the cash remuneration is EUR 179,350.00, which is to be paid by ORBIS SE to GMV AG.

The remuneration in kind for Mr Gard amounts to EUR 2,602,691.00 as the eligible asset value for the reinsurance policies. However, since an amount of EUR 2,421,916.00 was determined for the total remuneration to be recognised (i.e. the amount of the fictitious pension provision), the cash remuneration is EUR 180,775.00, which must be paid by GMV AG to ORBIS SE. This can be done by means of a settlement. 

As already stated in the notification of 02.01.2023, ORBIS SE will also reimburse GMV AG an amount of EUR 89,000.00, which GMV AG must pay for contribution payments from the assumed reinsurance policies for Mr Stefan Mailänder.

The corresponding contracts were signed on 30 December 2022. The Supervisory Board of ORBIS SE approved the aforementioned transfer of the pension commitments to GMV Aktiengesellschaft by resolution dated 22 December 2022.

Saarbrücken the 24.03.2023

The Board of Directors