The 2025 annual general meeting season is almost over. Once again, the format of AGMs has emerged as a hot topic, even though investors and proxy advisors have been working on this theme for several years. The issue concerns both the format itself and the authorisation to hold shareholder meetings in virtual form. But as loud as the criticism was at the meetings, approval in the end was broad. In the Dax family, only Siemens and Tui failed to get the relevant authorisation resolutions passed.

„A large number of companies, especially in the Dax and MDax, remain cautious and continue to limit the authorisation to two years,“ says Mesut Korkmaz, partner at the law firm Hogan Lovells. In some cases, the decision on the virtual general meeting is now subject to the approval of the supervisory board. „This is an appropriate mechanism for addressing concerns expressed by investors,“ says the lawyer.

His assessment coincides with the views of entities such as the German Investment Funds Association (BVI), which recommends that the authorisation period to be limited to two years. In contrast, the legally permissible duration of the authorisation would be five years.

„Many investors want hybrid formats. They can interact directly with the management and supervisory boards on site – but have the option of participating virtually if time is short. This flexibility would be in keeping with the times,“ said Katryna Krueger, Head of German Research at ISS Governance, in a recent interview with Börsen-Zeitung.

„The hybrid format has not yet become established. Compared to the advantages, the disproportionately higher organisational and cost requirements outweigh them. At the same time, holding the annual general meeting in a hybrid format in a legally compliant manner is considerably more challenging,“ says lawyer Korkmaz. The challenge lies in ensuring that all shareholder rights are guaranteed in both worlds, virtually and in person.

„Only one company has held a hybrid AGM. However, this company is subject to Dutch stock corporation law, which means that the strict German law on defective resolutions does not apply,“ explains Korkmaz, adding: „German law on defective resolutions has been the subject of criticism for years. The virtual format has taken this into account to a certain extent.“ For example, technical malfunctions in the virtual format do not generally justify challenges.

Redcare Pharmacy, headquartered in the Netherlands, was the only company in the MDax family during the 2025 AGM season that gave shareholders the choice of whether to attend in person or via screen.

At the Thyssenkrupp extraordinary meeting in early August, shareholders heavily voted in favour of the spin-off of the marine business, though it is not yet legally finalised. Shareholders still have the opportunity to challenge the AGM resolution. To do so, they must first file an objection for the record. They then have one month to file a challenge, which must be justified. Thyssenkrupp has not responded to inquiries as to whether shareholders have lodged objections.

However, even if a challenge were pending, the resolution could still be entered in the commercial register by way of an approval procedure (§246a AktG). Metro made use of this option in 2017 when it split the group into a food retailer and a consumer electronics retailer.

While the AGM format and executive board remuneration are traditionally controversial topics at German AGMs, the issue of ESG has clearly taken a back seat. It is primarily the E that is at stake here, which stands for environmental aspects. While the so-called Say-on-Climate was still on everyone's lips last year, the discussion has now almost completely died down.

Although German fund companies are making a sincere effort to keep the issue alive, climate protection has been playing a secondary role at best since the change of government in the United States. „Interest in ESG-related issues has declined noticeably. Environmental and climate issues are currently doing little to attract activists,“ says lawyer Korkmaz.