15. Significant changes since December 31, 2024
As previously announced, the Board has nominated Ola Rollén for election as member and Chair at the AGM 2025. The nomination follows the Company's announcement in March 2024 that Andreas Umbach, the current Chair, has decided not to stand for reelection at the AGM 2025, having chaired the Company since the IPO.
As part of regular Board succession planning, Matthias Währen and Wah-Hui Chu, both of whom have been members of the Board since the IPO, have decided not to stand for reelection at the AGM 2025. Thomas Dittrich is proposed to succeed Matthias Währen as Chair of the Audit and Risk Committee.
In addition, the Board has nominated Niren Chaudhary and Urs Riedener for election to the Board at the upcoming AGM 2025.
Clean Holding B.V., which is beneficially owned by Laurens Last, has initiated legal action against the Company in arbitration. The claims of Clean Holding B.V. pertain to contingent consideration under the share purchase agreement entered into by the Company in 2022 for the acquisition of Scholle IPN from Clean Holding B.V. Under the share purchase agreement, the contingent consideration depends on whether certain agreed revenue targets of the acquired business in the relevant years 2023, 2024, and 2025 have been achieved. The Company determined that the prerequisites for the contingent consideration for 2023 and 2024 were not met. Against the background of this legal action, the Board has decided not to nominate Laurens Last for reelection as a director at the AGM 2025.