Disclosure of material related party transactions
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 since 1986 as part of the company pension plan. Under the company pension plan, Mr. Thomas Gard and Mr. Stefan Mailänder are entitled to retirement benefits, disability benefits and, in the event of death, surviving dependents' pensions. To secure its future solvency, the Company has taken out various reinsurance policies and pledged the respective claims under the reinsurance policies to Mr. Thomas Gard and Mr. Stefan Mailänder.
The Company is interested in disengaging from the economic risks arising from the pension commitments granted in favor of Mr. Gard and Mr. Mailänder with effect from the end of December 31, 2022.
For this purpose, the pension commitments were transferred to GMV Aktiengesellschaft, in which Mr. Thomas Gard and Mr. Stefan Mailänder hold shares, with effect from the end of December 31, 2022, taking into account Section 4 of the German Company Pension Act. GMV Aktiengesellschaft will thus take the place of the Company with regard to the aforementioned pension commitments as of the end of December 31, 2022.
In the context of the aforementioned takeover of the pension commitments, all contractual rights, including all current and future benefit claims under 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 sum of the liability values of the pension provisions to be set up for the respective pension beneficiary less the existing asset values of the reinsurance policies. The respective cash consideration is limited to EUR 949,000.00 for the assumption of the pension obligations of Mr. Mailänder and to EUR 351,000.00 for the assumption of the pension obligations of Mr. Gard. If the cash consideration calculated according to the above calculation method shows a negative amount, this amount shall be paid by GMV AG to the Company.
All of the above values are calculated as of December 31, 2022. As it was not yet possible to precisely quantify the non-cash consideration and the cash consideration at the time the agreement was concluded due to volatile interest rate movements on the capital markets, the respective values will be published by the Company in a separate report immediately after they have been calculated.
In addition, ORBIS SE will reimburse GMV AG an amount of EUR 89,000.00, which GMV AG has to pay for contribution payments from the assumed reinsurance policies for Mr. Stefan Mailänder.
The corresponding agreements were signed on December 30, 2022. The Supervisory Board of ORBIS SE has approved the aforementioned transfer of the pension commitments to GMV Aktiengesellschaft.
For further information, please visit: www.orbis.de
Dr Sabine Stürmer, Head of Investor Relations at ORBIS SE
Tel: +49 (0)681 99 24 605, e-mail: sabine.stuermer(at)orbis.de