contacted at the Company’s administrative address. there were no receivables resulting from any advance payments or from issuance of loans to the members of the management Board at the balance sheet date. In 2012, the remuneration of the mem- bers of the management Board due on a short-term basis amounted to 642 thousand euro for the full year (previous year: 586 thousand euro).
a total of 302 thousand euro (182 thousand euro in fixed and 120 thousand euro in performance-related remuneration) was paid to the members of the man- agement Board who left during the course of the fis- cal year.
thomas pfisterer received fixed remuneration in the amount of 175 thousand euro and 7 thou- sand euro in performance-related remuneration. dr. volker Bauer received only fixed remuneration total- ing 158 thousand euro. thomas pfisterer also had a pension entitlement of 425 thousand euro as of december 31, 2012.
the fixed remuneration of thomas pfisterer, dr. volker Bauer, Zolfaghar alambeigi, and meinolf nöthe included non-cash and other benefits of 8 thousand euro, 7 thousand euro, 7 thousand euro, and 9 thousand euro respectively, totaling 31 thou- sand euro. these benefits primarily related to the taxable value of the personal use of a company car. today, the management Board comprises the follow- ing members:
thomas pfisterer
Economist, Ibbenbüren, marketing, sales and hr, speaker of the management Board since June 6, 2012,
Dr. volker Bauer
Chemical Engineer, genthin, production and supply Chain management (since January 1, 2012).
Zolfaghar alambeigi, Businessman, düsseldorf, was the management Board member responsible for strategic Corporate development and finance/Con- trolling until June 6, 2012. meinolf nöthe, Business administration graduate, Bocholt, was the manage- ment Board member responsible for finance, hr and trading from June 6, 2012 until september 30, 2012, after which he served as Chief financial officer until January 31, 2013.
the entire supervisory Board was re-elected during the annual general meeting held on august 24, 2012 and comprises the following members:
Lothar venn (Chairman)
Independent Laywer
with htm meyer venn & partner, hamminkeln,
Dr. Lutz mögling (Deputy Chairman)
Chemistry graduate, retired, Kleinosterhausen,
ahmad nazemi
Chemical Engineer, member of the Board of directors at United European Investment ag (Zollikon/schweiz), düsseldorf (since august 24, 2012)
Dr. stefan Kissinger
Business Consultant, Zella-mehlis (until august 24, 2012).
the annual remuneration of the supervisory Board amounts to 40 thousand euro. of this, 20 thousand euro is paid to the Chairman and 10 thousand euro each to the other members. there were no receiva- bles resulting from any advance payments due to the issuance of loans to the members of the supervisory Board at the balance sheet date. no rights arising from the granting of stock options exist.
hansa groUp ag, genthin, germany, prepares the consolidated financial statements for the larg- est and smallest group of companies in which
the annual accounts of hansa groUp ag are included.
profit and loss transfer agreements were signed with all subsidiaries in July 2012. on august 24, 2012, the annual general meeting of hansa groUp ag resolved to approve the profit and loss trans- fer agreements signed with the three subsidiaries. these were also approved by the annual general meetings of ChEmIsChE faBrIK WIBarCo gmbh, WasChmIttELWErK gEnthIn gmbh and LUhns gmbh.
United European Investment ag has held 25.02 per- cent of the voting rights in hansa groUp ag since august 9, 2012. the percentage of voting rights held by hansa trust International ag remains unchanged at 17.8 percent.
on august 28, 2012, United European Investment ag, pfäffikon, switzerland informed us pursuant to section 21 (1) of the Wphg that its share of vot- ing rights in hansa groUp ag, genthin, germany, surpassed the 25 percent threshold on august 9, 2012 and totaled 25.02 percent on that date (corre- sponding to 12,030,000 voting rights).
the management Board and supervisory Board issued a declaration of compli-ance with the german Corporate governance Code pursuant to section 161 of the aktg and made available to sharehold- ers on our website, at http://www.hansagroup.de/en/ investorrelations/ corporate-governance/entsprech-
enserklaerung.html.
genthin, april 30, 2013
HANSA GROUP AG
the management Board
We have audited the annual financial statement – comprising the balance sheet, the income statement and the notes to the annual financial statement – in conjunction with the bookkeeping system and the manage- ment report of hansa groUp ag, genthin, for the business year from January 1, 2012 to december 31, 2012. the keeping of the books and other records, and the drafting of the annual financial statements and management report in accordance with german commercial law are the responsibility of the Company’s legal representatives. our task is to express, on the basis of our audit, an opinion on the annual financial state- ments, the bookkeeping system and the management report.
our audit of the annual financial statements was conducted in accordance with section 317 of the ger- man Commercial Code (hgB) and with generally accepted german standards for the auditing of financial statements as promulgated by the Institut der Wirtschaftsprüfer (IdW – Institute of public auditors in ger- many). these standards require that we plan and perform the audit in such a way that misstatements mate- rially affecting the presentation of the Company’s net assets, financial position and results of operations in the annual financial statements in accordance with german principles of proper auditing and in the manage- ment report are detected with adequate certainty. Knowledge of the Company’s business activities and of its economic and legal environment, and also of expectations concerning possible misstatements, are taken into account in the determination of the audit procedures. the effectiveness of the accounting-related control system and the evidence supporting the disclosures in the books and records, the annual accounts and the management report are examined primarily on a random-sample basis in the context of the audit. the audit includes the assessment of the accounting principles applied and of any significant estimations made by the Company’s legal representatives, and the evaluation of the overall presentation of the annual financial state- ments and management report. We believe that our audit provides a reasonable basis for our opinion. our audit did not give rise to any reservations.
In our opinion, on the basis of the findings of our audit, the annual financial statements comply with statutory regulations and give a true and fair value of the Company’s net assets, financial position and results of oper- ations in accordance with german principles of proper accounting. the management report is in line with the annual financial statements, provides on the whole a realistic picture of the Company’s situation and presents the opportunities and risks of future development realistically.
düsseldorf, april 30, 2013
bDO AG
public accountants and auditors
sgd. Irlbeck sgd. ppa. fries
We hereby testify that, to the best of our knowledge, the annual financial statements prepared in accordance with the applicable financial reporting frame work for reporting provide a true and fair view of the net assets, financial position and results of operations of the Company and that the development of business, including earnings, and the situation of the Company were described in the management report in such a way that they provide a true and fair view of the actual situation and the opportunities and risks of the Company‘s expected development.
genthin, april 30, 2013
HANSA GROUP AG
the management Board