Bremen, August 24, 2017. OHB SE received a letter from the Wyser-Pratte-Management Company (WPMC) on the evening of August 16, 2017. The letter from the owner of the US investment company, Guy P. Wyser-Pratte, was made public the following day by press release. OHB SE is now also releasing the topics addressed in the letter publicly in order to inform all OHB-SE shareholders at the same time.
Translation for convenience
Dear Mr. Wyser-Pratte,
Many thanks for your letter which you sent us by e-mail on August 16, 2017.
In this letter, you address matters pertaining to the structure, governance and strategy of OHB SE. As you have made your letter public and we wish to ensure that all OHB shareholders receive the same information simultaneously, we will likewise be making this reply public.
OHB SE was floated on the stock market in March 2001 by the Fuchs family, who have held a substantial majority in the company since then. In this period of more than16 years, the company and its share price have generally performed very well.
OHB SE is a German family-run company. At the same time, OHB SE is a transparent, capital market oriented technology company. It has a considerable non-family free float comprising respected German and international investors.
In your letter, you address seven matters centering around OHB SE’s approach to the Corporate Governance Code. Before commenting on these, we would ask you to bear in mind that the nature of a family-run company inherently impacts its corporate governance structures.
- Does OHB SE’s Supervisory Board have any committees? No. As our Supervisory Board has only three members, we do not see any need to form committees. For obvious reasons, this is consistent with the predominant practice of other listed German companies that also have a supervisory board of three members.
- Are the Supervisory Board members Prof. Heinz Stoewer and Robert Wethmar truly independent? Yes. Neither of these two gentlemen has any personal or economic ties with our Company or the Fuchs family liable to cause a protracted and material conflict of interests.
- Prof. Heinz Stoewer has been a member of the Supervisory Board since August 2005. At the annual general meeting in May 2016, he was re-elected to the Supervisory Board with a share of 99.2 percent of the votes cast by the non-family shareholders (shares represented less those held by the Fuchs family).
Robert Wethmar has been a member of the Supervisory Board since November 2012. At the annual general meeting in May 2016, he was re-elected to the Supervisory Board with a share of 98.9 percent of the votes cast by the non-family shareholders. Mr. Wethmar is a partner in the law firm TaylorWessing. Various partners and branches of this law firm advise OHB Group companies (see page 115 of the 2016 OHB annual report). However, this does not impair his independence for the purposes of the German Corporate Governance Code.
- We are convinced that the age of our Management Board member Dr. Fritz Merkle, who was born on September 7, 1950) in no way adversely affects the effective and committed management of our Company. His current service contract expires on June 30, 2018. It was his own independent decision to continue working for OHB SE. We are pleased that he is still with us. Dr. Fritz Merkle has an excellent global network and enjoys high esteem in the space technology industry. His experience, extensive knowledge and creativity make a decisive contribution to OHB’s sales success.
- The argument that OHB SE has an unclear and opaque management level beneath the Management Board is unfounded as the operating responsibility for this level rests with the OHB subsidiaries. OHB SE operates as a holding company. This structure is completely transparent.
- It is customary and appropriate for one of the majority shareholders to hold a seat on the Supervisory Board. In any case, Christa Fuchs is the founder of the Company. She has been chairing the Supervisory Board for many years with her prudence and experience as well as the broad experience of the shareholders. Similarly, we are convinced that Christa Fuchs’ age in no way adversely affects her activity as a member and chairwoman of the Supervisory Board.
- Did OHB SE conform to the German Corporate Governance Code in 2016? Yes. You can see this for yourself on pages 69 and 70 of the most recent annual report and on our website at www.ohb.de. Here you will find information as well as the declaration of conformity in which we disclose the Code recommendations that we did not follow for good reason.
We are at a loss to understand the impression that you may possibly have gained from hearsay concerning OHB’s annual general meetings. Our annual general meetings are consistently well visited. In addition to providing reports and a review of the Company’s business performance, they regularly offer a forum for discussing strategic questions. We therefore invite you to attend our next annual general meeting on May 24, 2018 in Bremen so that you can gain your own impression.
In addition, you have made a series of interesting comments on projects, markets opportunities and strategic approaches for generating new business. You may rest assure that the Management Board as well as the entire staff of the OHB Group work on all these matters very conscientiously each day.
We trust that this answers your questions to your satisfaction.
Chief Executive Officer
Member of the Management Board
Dr. Fritz Merkle
Member of the Management Board