(39) Related party disclosures
Balances and business transactions between PCC SE and incorporated
subsidiaries regarded as related parties are eliminated as part of
the consolidation process and have not been included in these disclosures.
Details regarding the business transactions between the
PCC Group and other related parties are indicated in the following.
Related parties are the sole shareholder and ultimate controlling party of PCC SE, Mr. Waldemar Preussner, as well as key management personnel (members of the Executive Board and Supervisory Board of PCC SE) and their family members. For remuneration to Executive Board members and of the members of the Supervisory Board, please refer to the disclosures under Note (41) Corporate Bodies. Sundry other receivables include a receivable from the sole shareholder of PCC SE in the amount of € 0.1 million (previous year: € 0.3 million). This receivable is short-term in nature and, as in the previous year, bears interest at 6.0 % p.a.
As of December 31, 2024, the PCC Group had receivables from affiliated companies not included in the consolidated financial statements for reasons of materiality totaling € 5.4 million (previous year: € 6.1 million). These are loans, trade accounts receivable and shortterm loan receivables. The intercompany financing arrangements bear interest rates of between 6.5 % p.a. and 10.0 % p.a.
In principle, sales to or purchases from related parties are made at standard market / arm’s length prices. The outstanding items at the end of the fiscal year are not secured, do not bear interest and will be settled in cash. There are no guarantees for receivables from related parties or liabilities to related parties.
As of the reporting date, there were loan receivables from the joint venture OOO DME Aerosol amounting to € 12.5 million (previous year: € 13.9 million). As in the previous year, they bear interest at 10.0 % p.a. The loans were granted for the development and construction of a dimethyl ether plant on the premises of the joint venture partner. In addition, both shareholders granted funds for startup financing and to cover the initial debt service. The company continued to service its debt in accordance with existing sanctions in the 2024 financial year.
Related parties are the sole shareholder and ultimate controlling party of PCC SE, Mr. Waldemar Preussner, as well as key management personnel (members of the Executive Board and Supervisory Board of PCC SE) and their family members. For remuneration to Executive Board members and of the members of the Supervisory Board, please refer to the disclosures under Note (41) Corporate Bodies. Sundry other receivables include a receivable from the sole shareholder of PCC SE in the amount of € 0.1 million (previous year: € 0.3 million). This receivable is short-term in nature and, as in the previous year, bears interest at 6.0 % p.a.
As of December 31, 2024, the PCC Group had receivables from affiliated companies not included in the consolidated financial statements for reasons of materiality totaling € 5.4 million (previous year: € 6.1 million). These are loans, trade accounts receivable and shortterm loan receivables. The intercompany financing arrangements bear interest rates of between 6.5 % p.a. and 10.0 % p.a.
In principle, sales to or purchases from related parties are made at standard market / arm’s length prices. The outstanding items at the end of the fiscal year are not secured, do not bear interest and will be settled in cash. There are no guarantees for receivables from related parties or liabilities to related parties.
As of the reporting date, there were loan receivables from the joint venture OOO DME Aerosol amounting to € 12.5 million (previous year: € 13.9 million). As in the previous year, they bear interest at 10.0 % p.a. The loans were granted for the development and construction of a dimethyl ether plant on the premises of the joint venture partner. In addition, both shareholders granted funds for startup financing and to cover the initial debt service. The company continued to service its debt in accordance with existing sanctions in the 2024 financial year.
(40) Alternative performance measures
The consolidated financial statements and the management report
of the PCC Group are prepared in accordance with currently applicable
accounting standards. In addition to the disclosures and ratios
required by these standards, the PCC Group uses and publishes
alternative performance measures (APMs). These are not subject to
the regulations of the accounting standards. The PCC Group determines
and uses APMs in order to facilitate comparability of key performance
indicators over time and within the international business
environment. These performance measures are used both in the
assessment of external third parties and also internally for the management
and control of business units.
Determination of these performance measures is by addition, subtraction, multiplication or division of individual or several items in the consolidated balance sheet and the consolidated statement of income. The APMs were applied unchanged from the previous period. The PCC Group determines the following alternative performance measures:
EBIT (Earnings Before Interest and Taxes) serves as a measure of operating profit without taking into account differing international taxation systems and differing financing structures. The PCC Group ascertains its figures as follows:
Determination of these performance measures is by addition, subtraction, multiplication or division of individual or several items in the consolidated balance sheet and the consolidated statement of income. The APMs were applied unchanged from the previous period. The PCC Group determines the following alternative performance measures:
- EBIT
- EBITDA
- Net debt
- Net debt / EBITDA leverage ratio
- Return on capital employed (ROCE)
- Capital employed
- Gross profit
- Gross margin
EBIT (Earnings Before Interest and Taxes) serves as a measure of operating profit without taking into account differing international taxation systems and differing financing structures. The PCC Group ascertains its figures as follows:
EBITDA (Earnings Before Interest, Taxes and Depreciation) provides
an indication of the operating result before financial items and unaffected
by differing depreciation and amortization methods and the
associated valuation margins. It is determined within the PCC Group
as follows:
The EBIT margin and EBITDA margin are relative performance indicators
used by the PCC Group for the internal management of its segments
and for international comparison. To determine these ratios,
EBITDA and EBIT are set in relation to sales revenues.
For information on the use and calculation of net borrowings and the net debt / EBITDA leverage ratio, please refer to Note (38) and the explanatory comments there on capital structure management.
For information on the use and calculation of net borrowings and the net debt / EBITDA leverage ratio, please refer to Note (38) and the explanatory comments there on capital structure management.
Return on capital employed (ROCE) is the ratio of EBIT to average
capital employed. EBIT is the profit or loss (operating result) before
interest / financial result and taxes. Capital employed is calculated
from the equity and debt capital employed by the PCC Group at
their carrying amounts. Gross margin is the ratio of gross profit to
sales.
(41) Corporate bodies
The corporate bodies of PCC SE are as follows:
Executive Board:
In fiscal 2024, the Executive Board received non-performance-related remuneration of € 0.7 million, with the total recognized as shortterm benefits. In the previous year, total remuneration amounted to € 6.0 million and included both non-performance-related and performance-related remuneration.
Supervisory Board:
In fiscal 2024, the Supervisory Board received fixed, non-performance- related remuneration totaling € 0.3 million (previous year: € 0.3 million), with the total recognized as short-term benefits.
Annual General Meeting: The Annual General Meeting of PCC SE took place on June 10, 2024. The consolidated financial statements and the Group management report 2023 were duly approved. The actions of the Management Board and of the Supervisory Board of PCC SE were duly ratified. Ulrike Warnecke was appointed as a member of the Supervisory Board. At the Extraordinary General Meeting of PCC SE on July 8, 2024, Grant Thornton AG, Düsseldorf, was appointed as auditor for fiscal 2024.
Executive Board:
- Dr. Peter Wenzel, CEO and Chairman of the Executive Board, Corporate and Project Development, Sustainability
- Ulrike Warnecke, Finance, Human Resources, Public Relations (until June 30, 2024)
- Riccardo Koppe, Finance, Human Resources, Public Relations (since July 1, 2024)
- Dr. rer. oec. (BY) Alfred Pelzer, Chemicals Production, Logistics, Sales & Distribution
In fiscal 2024, the Executive Board received non-performance-related remuneration of € 0.7 million, with the total recognized as shortterm benefits. In the previous year, total remuneration amounted to € 6.0 million and included both non-performance-related and performance-related remuneration.
Supervisory Board:
- Dipl.-Volkswirt Waldemar Preussner, Chairman of the Supervisory Board
- Dr. Hans-Josef Ritzert, Vice Chairman of the Supervisory Board
- Reinhard Quint (until June 30, 2024)
- Ulrike Warnecke (since July 1, 2024)
In fiscal 2024, the Supervisory Board received fixed, non-performance- related remuneration totaling € 0.3 million (previous year: € 0.3 million), with the total recognized as short-term benefits.
Annual General Meeting: The Annual General Meeting of PCC SE took place on June 10, 2024. The consolidated financial statements and the Group management report 2023 were duly approved. The actions of the Management Board and of the Supervisory Board of PCC SE were duly ratified. Ulrike Warnecke was appointed as a member of the Supervisory Board. At the Extraordinary General Meeting of PCC SE on July 8, 2024, Grant Thornton AG, Düsseldorf, was appointed as auditor for fiscal 2024.
(42) Events after the reporting date
The bond carrying the code ISIN DE000A2YN1K5 issued by PCC SE
with a placed volume of € 29.1 million was redeemed in full on February
1, 2025. It was issued on October 22, 2019 with a coupon of
4.0 % p.a.
Effective February 3, 2025, PCC SE issued a new bond carrying the code ISIN DE000A4DFDS9 with a maturity date of April 1, 2030. The bond has a coupon of 5.75 % p.a.
The bond carrying the code ISIN DE000A3MQEM0 issued by PCC SE with a placed volume of € 7.8 million was redeemed in full on April 1, 2025. It was issued on November 15, 2021 with a coupon of 3.0 % p.a.
Effective April 1, 2025, PCC SE issued a new bond carrying the code ISIN DE000A4DFLK9 with a maturity date of July 1, 2030. The bond has a coupon of 5.5 % p.a.
Effective February 3, 2025, PCC SE issued a new bond carrying the code ISIN DE000A4DFDS9 with a maturity date of April 1, 2030. The bond has a coupon of 5.75 % p.a.
The bond carrying the code ISIN DE000A3MQEM0 issued by PCC SE with a placed volume of € 7.8 million was redeemed in full on April 1, 2025. It was issued on November 15, 2021 with a coupon of 3.0 % p.a.
Effective April 1, 2025, PCC SE issued a new bond carrying the code ISIN DE000A4DFLK9 with a maturity date of July 1, 2030. The bond has a coupon of 5.5 % p.a.
(43) Miscellaneous
The PCC Group and the individual German companies were audited
by Grant Thornton AG Wirtschaftsprüfungsgesellschaft, Düsseldorf,
and their respective financial statements were each given an
unqualified audit certificate. The fee for the audit services for these
companies and the Group amounted to € 330.6 k (previous year:
€ 343.9 k). In the reporting year, as in fiscal 2023, neither tax consultancy
services nor other services over and above those indicated
were provided.
For fiscal 2024, PCC Trade & Services GmbH, Duisburg, Germany, has invoked the exemption provisions of Section 264 (3) HGB (German
Commercial Code).
For fiscal 2024, PCC Trade & Services GmbH, Duisburg, Germany, has invoked the exemption provisions of Section 264 (3) HGB (German
Commercial Code).
(44) Schedule of shareholdings in accordance with Section 313 (2) HGB (German Commercial Code)
Duisburg, April 29, 2025
PCC SE
The Executive Board
The Executive Board
Dr. Peter Wenzel
Riccardo Koppe
Dr. rer. oec. (BY) Alfred Pelzer