INVITATION GENERAL MEETING 2016

Transcription

1 INVITATION GENERAL MEETING 2016

2 AGENDA AT A GLANCE 1. PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS AND THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2015, THE MANAGEMENT REPORT FOR ADLER MO-DEMÄRKTE AG AND THE MANAGE- MENT REPORT FOR THE GROUP, INCLUDING THE EXPLANATORY REPORT OF THE EXECUTIVE BOARD ON THE DISCLOSURES PURSUANT TO SECTION 289 (4), SECTION 315 (4) GERMAN COMMERCIAL CODE (HANDELSGESETZBUCH, HGB ) AND THE REPORT OF THE SUPERVISORY BOARD, THE CORPORATE GOVERNANCE REPORT AND THE REMUNERATION REPORT FOR FINANCIAL YEAR RESOLUTION ON THE APPROPRIATION OF NET RETAINED PROFITS 3. RESOLUTION TO RATIFY THE ACTIONS OF THE EXECUTIVE BOARD FOR FINANCIAL YEAR ESOLUTION TO RATIFY THE ACTIONS OF THE SUPERVISORY BOARD FOR FINANCIAL YEAR ELECTION OF THE AUDITOR AND GROUP AUDITOR FOR FINANCIAL YEAR RESOLUTION PURSUANT TO SECTIONS 286 (5), 314 (3) SENTENCE 1 AND 315A (1) HGB ON AN EX-EMPTION FROM THE OBLIGATION FOR INDIVIDUALISED DISCLOSURE OF THE REMUNERATION OF THE EX-ECUTIVE BOARD This version of the invitation to the Annual General Meeting, prepared for the convenience of English-speaking readers, is a translation of the German original. The German version of the invitation to the Annual General Meeting is binding. The English version is a convenience translation for information purposes only. 2

3 Adler Modemärkte AG Haibach ISIN DE000A1H8MU2 WKN A1H8MU INVITATION TO THE ANNUAL GENERAL MEETING Shareholders are cordially invited to attend the Annual Gerneral Meeting on Wednesday, 4 May 2016, at 10:00 a.m. (CEST), to be held at Kleiner Saal of Stadthalle am Schloss in Aschaffenburg, Schloßplatz 1. 3

4 I. AGENDA 1. PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS AND THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2015, THE MANAGEMENT REPORT FOR ADLER MODEMÄRKTE AG AND THE MANAGE- MENT REPORT FOR THE GROUP, INCLUDING THE EXPLANATORY REPORT OF THE EXECUTIVE BOARD ON THE DISCLOSURES PURSUANT TO SECTION 289 (4), SECTION 315 (4) GERMAN COMMERCIAL CODE (HANDELSGESETZBUCH, HGB ) AND THE REPORT OF THE SUPERVISORY BOARD, THE CORPORATE GOVER- NANCE REPORT AND THE REMUNERATION REPORT FOR FINANCIAL YEAR 2015 All of the aforementioned documents are available online at under Investor Relations Annual General Meeting. These documents will also be made available for inspection and expounded upon at the Annual General Meeting. The Supervisory Board approved the annual financial statements and the consolidated financial statements prepared by the Executive Board on 15 March The annual financial statements are therefore adopted. As such, the annual financial statements need not be adopted and the consolidated financial statements need not be approved by the Annual General Meeting pursuant to section 173 German Stock Corporation Act (Aktiengesetz, AktG ) and no resolution will be adopted on agenda item RESOLUTION ON THE APPROPRIATION OF NET RETAINED PROFITS The Executive Board and the Supervisory Board propose that the net retained profits of EUR 9,255, reported on the statement of financial position as at 31 December 2015 be appropriated as follows: Distribution of a dividend of EUR 0.50 per no-par value share carrying dividend rights, for 18,510,000 no-par value share: EUR 9,255, The dividend is expected to be paid out on 6 May The aforementioned amount is based on the Company s dividend-bearing share capital available at the time of the profit appropriation proposal of the Executive Board and the Supervisory Board. Treasury shares do not carry dividend rights. At the time of the profit appropriation proposal, the Company held no treasury shares. Should the number of shares carrying dividend rights change between now and the date of the Annual General Meeting, a resolution proposal amended to reflect the new number of shares will be submitted to a vote at the Annual General Meeting providing for an unchanged dividend of EUR 0.50 per share carrying dividend rights and an amount to be transferred into retained earnings adjusted accordingly. 3. RESOLUTION TO RATIFY THE ACTIONS OF THE EXECUTIVE BOARD FOR FINANCIAL YEAR 2015 The Executive Board and the Supervisory Board propose that the actions of the Executive Board members holding office during financial year 2015 be ratified for said financial year. 4

5 4. RESOLUTION TO RATIFY THE ACTIONS OF THE SUPERVISORY BOARD FOR FINANCIAL YEAR 2015 The Executive Board and the Supervisory Board propose that the actions of the Supervisory Board members holding office during financial year 2015 be ratified for said financial year. 5. ELECTION OF THE AUDITOR AND GROUP AUDITOR FOR FINANCIAL YEAR 2016 Based upon the recommendation of the Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, Stuttgart, be elected as auditors of the Company and the Group for the financial year ending 31 December This also includes election as auditors for any audit review of the interim financial reports prepared prior to the Company s next Annual General Meeting. 6. RESOLUTION PURSUANT TO SECTIONS 286 (5), 314 (3) SENTENCE 1 AND 315A (1) HGB ON AN EX-EMPTION FROM THE OBLIGATION FOR INDIVIDUALISED DISCLOSURE OF THE REMUNERATION OF THE EX-ECUTIVE BOARD Pursuant to section 285 No. 9 letter a) sentences 5 to 8 HGB or sections 315a (1) and 314 (1) No. 6 letter a) sentences 5 to 8 HGB, as the case may be, the notes to the annual and consolidated financial statements of a listed company must contain not only a report of the total remuneration of the Executive Board members for their activities, but also additional information relating the remuneration paid out to each individual Executive Board member unless the Company is exempted from this obligation for individualised disclosure of the remuneration of the Executive Board by resolution of the Annual General Meeting pursuant to sections 286 (5), 314 (3) sentence 1 and 315a (1) HGB; the Annual General Meeting may grant this exemption for a period of up to five years at a time. The Company was most recently exempted from the obligation for individualised disclosure of the remuneration of the Executive Board by the Annual General Meeting of 30 May This exemption has a five-year term and was most recently applied to the annual and consolidated financial statements of the Company for the completed financial year The Company is of the opinion that an individualised disclosure of the remuneration of the Executive Board members would interfere too much with the protected private sphere of the Executive Board members and also not be in the Company s from a competitive standpoint. Therefore, as is explicitly permitted by law with the adoption of a resolution by the Annual General Meeting, the corresponding information should not be published in the annual and consolidated financial statements in the future, either. Accordingly, the exemption from the obligation for individualised disclosure of the remuneration of the Executive Board that was most recently granted by the Annual General Meeting of 30 May 2011 should be renewed in this year. The Executive Board and the Supervisory Board therefore propose to resolve as follows: a) The annual and consolidated financial statements of the Company shall not contain the information required pursuant to section 285 No. 9 letter a) sentences 5 to 8 HGB, as welll as sections 314 (1) No. 6 letter a) sentences 5 to 8 and 315a (1) HGB (in the version currently applicable at the time). b) This resolution shall apply for the first time to the annual and consolidated financial statements of the current financial year of the Company and for the last time to the annual and consolidated financial statements of the financial

6 II. FURTHER INFORMATION ON THE CONVOCATION OF THE ANNUAL GENERAL MEETING TOTAL NUMBER OF SHARES AND VOTING RIGHTS The total number of shares at the time of the convocation of the Annual General Meeting is 18,510,000. All the shares in issuance carry the same rights. Each no-par value shares carries one vote; the total number of voting rights at the time of the convocation of the Annual General Meeting is thus 18,510,000 votes. As at the time of the convocation of the Annual General Meeting, the Company holds no treasury shares, to which no rights of the Company are attached. ATTENDANCE AT THE ANNUAL GENERAL MEETING Pursuant to section 18 (1) of the Articles of Association of Adler Modemärkte AG, only those shareholders who register on time and submit proof of share ownership as stipulated in section 123 (3) AktG in German or English are entitled to attend the Annual General Meeting and to exercise their voting rights. Registration forms and proof of share ownership (share certificates) must be received by the Company on or before Wednesday, 27 April 2016, 12:00 midnight (CEST), in text form (section 126b of the German Civil Code (Bürgerliches Gesetzbuch, BGB ) at the postal address, facsimile number or address provided below: Adler Modemärkte AG c/o HCE Haubrok AG Landshuter Allee Munich Facsimile: +49 (0) meldedaten@hce.de Share certificates pursuant to section 123 (3) AktG must be issued by the respective custodian bank in text form (section 126b BGB) and must reference the start of the 21st day prior to the meeting, i.e., Wednesday, 13 April 2016, 12:00 a.m. (CEST) (record date). If shareholders do not have their shares deposited in a securities account with a credit or financial services institution, share certificates may also be issued by the Company or by a notary, central depository for securities or financial services institution domiciled in the European Union; such share certificates must also be issued in text form in German or English and comply with the provisions set out above concerning the record date and date of receipt. Vis-à-vis the Company, only those persons who have submitted share certificates issued as at record date may attend the Annual General Meeting and exercise their voting rights. If the Company has any doubts as to the accuracy and authenticity of the share certificates, it may request appropriate additional proof of share ownership. If such additional proof is not provided, or not provided in the proper form, the Company may refuse to admit the relevant shareholder. The record date shall have no bearing on disposals of shareholdings. Specifically, disposals of shares after the record date shall have no bearing on the terms or scope of the selling shareholder s statutory right to attend and vote at the Annual General Meeting. The same applies to acquiring additional shares after the record date. Those persons who do not hold any shares as at the record date and only become shareholders thereafter shall not be eligible to attend 6

7 and vote at the Annual General Meeting. The record date shall have no bearing on dividend rights. Once the registration and share certificates have been timely received, the registration office will send shareholders or their appointed proxies admission tickets for the Annual General Meeting. Shareholders are requested to ensure that their registration and share certificates are sent out early so that their admission tickets will be received in due time. PROXY VOTING Those shareholders who are eligible to attend and vote at the Annual General Meeting but who do not attend the meeting personally, may exercise their voting rights through a proxy, e.g., a custodian bank or other credit institution, a shareholders association or another person of their choosing. In this case as well, shareholders or their proxies must be duly registered. Should a shareholder appoint more than one person as proxy, the Company may reject one or more of them. Voting proxies may be issued in text form (section 126b BGB) by declaration vis-à-vis the person to be appointed as proxy or vis-à-vis the Company. Voting proxies issued vis-à-vis the Company and proof of authorisation of proxies to be appointed should be sent to the following postal address, facsimile number or address: Adler Modemärkte AG c/o HCE Haubrok AG Landshuter Allee Munich Facsimile: +49 (0) vollmacht@hce.de Special requirements may apply in those cases where a bank, a shareholders association or any equivalent person or institution under section 135 AktG are authorised to act as a proxy; in such cases, shareholders are requested to consult with the party to be appointed in due time as to any special requirements regarding the form of the proxy. The foregoing shall also apply in those cases where a proxy is to be revoked. A proxy form and other information on appointing a proxy will be sent to the duly registered parties. The proxy form will also be sent to the shareholders at any time upon request and can also be accessed online at under Investor Relations Annual General Meeting. When appointing proxies, shareholders are requested to use the proxy form provided by the Company whenever possible. We also offer our shareholders the opportunity to have Adler Modemärkte AG s Company-appointed proxies vote on their behalf in accordance with their instructions. Shareholders who wish to authorise Company-appointed proxies must register their shares as stipulated above in accordance with the prescribed form and time limits for the Annual General Meeting. To ensure that shares are registered in due time, registration should be received by the custodian bank as early as possible. Company-appointed proxies may only vote based on the instructions they have been issued. Therefore, in addition to the appointment as proxy, they must be issued instructions for the exercise of voting rights. Proxies appointed by Adler Modemärkte AG may not exercise any voting rights unless they have received clear, express instructions as to how to vote on each of the items on the agenda. Shareholders wishing to authorise and issue instructions to Company-appointed proxies are requested to use the proxy and instruction form sent along with the admission tickets. Alternatively, this proxy and instruction form will also be sent to the shareholders at any time upon request and can also be accessed online at under Investor Relations Annual General Meeting. Proxy and instruction forms for Company-appointed proxies until the very day of the Annual General Meeting must be received by the Company at the postal address, facsimile number or address specified above for the appointment of proxies on or before Tuesday, 3 May 2016, 12:00 midnight (CEST). An authorisation of a proxy and instruction form for Companyappointed proxies on the day of the Annual General Meeting is possible at registration counter 7

8 until the start of voting. Shareholders may also obtain information on proxy voting online at under Investor Relations Annual General Meeting. Proxies and instructions timely issued to Company-appointed proxies may be modified or revoked by communication sent in writing, text form or electronically to the aforementioned postal address, facsimile number or address and received by the Company on or before Tuesday, 3 May 2016, 12:00 midnight (CEST). If a shareholder or any authorised third party personally attends the Annual General Meeting, this shall operate to automatically revoke any prior authorisation of Company-appointed proxies. If any single agenda item requires votes on individual sub-items, the voting instructions issued for that agenda item as a whole shall apply correspondingly to each subitem voted on. Please be advised that you may not issue any instructions for votes that might be held on possible counter motions or nominations that are not submitted until the very day of the Annual General Meeting or any other motions, including procedural motions, which were not announced prior to the Annual General Meeting. Proxies may not be appointed to submit motions or raise questions. POSTAL BALLOTS Shareholders may cast their votes by postal ballot instead of personally attending the Annual General Meeting; section 21 (3) of the Company s Articles of Association expressly provide for the possibility of authorising the Executive Board to stipulate such a postal ballot. Only those shareholders shall be eligible to exercise their voting rights by postal ballot who have registered on time and submitted proof of share ownership (as set out under Attendance at the Annual General Meeting above). Voting by postal ballot shall be limited to voting on resolutions proposed by the Executive Board and/or the Supervisory Board and resolutions proposed by shareholders announced by way of a supplement to the agenda pursuant to section 122 (2) AktG. Postal ballots shall be cast in writing, text form or electronically and must be received by the Company on or before Tuesday, 3 May 2016, 12:00 midnight (CEST), at the following postal address, facsimile number or address: Adler Modemärkte AG c/o HCE Haubrok AG Landshuter Allee Munich Facsimile: +49 (0) briefwahl@hce.de Forms for voting by postal ballot will be enclosed with the admission tickets. Forms for voting by postal ballot can also be accessed online at under Investor Re-lations Annual General Meeting. Forms are also available by request from the postal address, facsimile number or address specified above. Further information on voting by postal ballot is provided on the form itself. Credit institutions and equivalent institutions or entities (section 135 (10), section 125 (5) AktG) or persons within the meaning of section 135 (8) AktG, specifically shareholders associations, may also elect to vote by postal ballot. Postal ballots timely cast may be modified or revoked by communication sent in writing, text form or electronically to the aforementioned postal address, facsimile number or address and received by the Company on or before Tuesday, 3 May 2016, 12:00 midnight (CEST). If a shareholder or any authorised third party personally attends the Annual General Meeting, this shall operate to automatically revoke any postal ballots cast prior thereto. If any single agenda item requires votes on individual sub-items, a vote cast for that agenda item as a whole shall also apply correspondingly to each sub-item voted on. Please be advised that you may not cast any postal ballots for potential votes on possible counter motions or nominations that are not submitted until the very day of the Annual General Meeting or 8

9 any other motions, including procedural motions, which were not announced prior to the Annual General Meeting. Nor may any comments, questions, motions, or nominations be accepted or submitted or objections to resolutions of the Annual General Meeting raised by way of postal ballots. SHAREHOLDERS RIGHTS PURSUANT TO SECTION 122 (2), SECTION 126 (1), SECTION 127, SECTION 131 (1) AKTG Motions to supplement the agenda pursuant to section 122 (2) AktG Shareholders whose combined holdings represent at least one twentieth of the share capital or a proportionate interest equivalent to at least EUR 500, (representing 500,000 no-par value shares) may request that items be placed on the agenda and announced (section 122 (2) AktG). Each new item must be accompanied by supporting information or a draft resolution. The request must be submitted to the Executive Board in writing and must be received by the Company at least 30 days prior to the Annual General Meeting, i.e., on or before Sunday, 3 April 2016, 12:00 midnight (CEST) at the following address: Adler Modemärkte AG Der Vorstand c/o HCE Haubrok AG Landshuter Allee Munich Parties submitting requests must show that they held the shares at least 3 months prior to the date on which the request was received and that they hold the shares until the Executive Board decides on the request. Supplements to the agenda which are subject to publication shall be published in the Federal Gazette (Bundesanzeiger) without undue delay following receipt of the request and pursuant to section 121 (4a) AktG shall be forwarded to those media for publication which may be presumed to distribute the information throughout the European Union. They will also be available online at www. adlermode-unternehmen.com under Investor Relations Annual General Meeting. Notification of the amended agenda shall also be given pursuant to section 125 (1), sentence 3 AktG. Shareholder motions and nominations pursuant to section 126 (1), section 127 AktG Shareholders may also submit counter motions to any Executive Board and/or Supervisory Board proposal on a specific agenda item. Shareholders should submit any such motions along with their name and supporting information in writing, fax or electronically to the following postal address, facsimile number or address: Adler Modemärkte AG c/o HCE Haubrok AG Landshuter Allee Munich Facsimile: +49 (0) gegenantraege@hce.de Counter motions which are received at the above address at least 14 days prior to the date of the Annual General Meeting, i.e., on or before Tuesday, 19 April 2016, 12:00 midnight (CEST), and any opinion by management will be made available online at under Investor Relations Annual General Meeting (section 126 (1) AktG). Under certain circumstances, a timely received counter motion is not required to be made available. This is specifically the case where making such information available would subject the Executive Board to criminal liability, where the counter motion would result in a resolution by the Annual General Meeting that would be illegal or in violation of the Articles of Association, or where the supporting information contains statements which are manifestly false or misleading in material respects or which are defamatory. Furthermore, the information in support of a counter motion need not be made available if the text thereof is more than 5,000 characters in total. 9

10 The foregoing shall have no bearing on the right of any shareholder to propose a counter motion on a specific agenda item during the Annual General Meeting without first having sent it to the Company. Otherwise, counter motions which are made available in advance must also be raised again orally during the Annual General Meeting. The foregoing provisions, including the information on the applicable address, shall apply mutatis mutandis to shareholder nominations to elect Supervisory Board members or auditors, albeit nominations need not be accompanied by supporting information, nor will the Executive Board be required to publish any such nomination if it does not contain the name, occupation and residential address of the nominee and information on any positions held by such nominee on other supervisory boards to be created by law (section 127 AktG). Shareholders right to information pursuant to section 131 (1) AktG At the Annual General Meeting, shareholders may request that the Executive Board provide them with information about the Company s affairs, to the extent such information is necessary to permit a proper evaluation of the relevant item on the agenda (section 131 (1) AktG). The duty to provide information also extends to legal and business relations between the Company and its affiliates. In view of the fact that the consolidated financial statements and Group management report are also being presented to the Annual General Meeting hereby convened, the duty to provide information shall also extend to the position of the Group and that of the entities included in the consolidated financial statements. The Executive Board may refuse to provide information under certain circumstances. The foregoing shall apply, in particular, to the extent the provision of information, based on reasonable commercial assessment, could have a material adverse effect on the Company or one of its affiliates or to the extent the provision of information would subject the Executive Board to criminal liability. Section 20 (3) of the Articles of Association authorises the chairman to impose reasonable limits on the time shareholders have to ask questions and address the Meeting. Information on shareholders rights pursuant to section 122 (2), section 126 (1), section 127 and section 131 (1) AktG may also be accessed online at under Investor Relations Annual General Meeting. INFORMATION PURSUANT TO SECTION 124A AKTG This convocation of the Annual General Meeting, the documents required to be made available to the Annual General Meeting and further information specified in section 124a AktG may be accessed online at under Investor Relations Annual General Meeting. Haibach, March 2016 Adler Modemärkte AG The Executive Board 10

11 Luitpold Straße DIRECTIONS 3 5 Frankfurt Hanau Aschaffenburg West BAB3 Aschaffenburg Ost Schönbornstraße Darmstadt 45 8 Aschaffenburg Miltenberg Gemünden Würzburg Hanauer Straße B 26 Darmstadt Hanauer Aschaffenburg Ebertbrücke Straße Main Hauptbahnhof Friedrichstraße Willigisbrücke Erthalstr. Weißenburger Straße Treibgasse P P Schloß Johannisburg Löherstraße Friedrichstraße Stadthalle Tiefgarage Straße Goldbacher ADDRESS: Stadthalle am Schloss Schlossplatz Aschaffenburg HOW TO FIND US: The Stadthalle at the castle is located in the Metropolitan Region Frankfurt Rhine-Main and has excellent transport connection. TRAVELLING BY CAR: The Stadthalle at the castle is located in the city of Aschaffenburg. Driving on the autobahn A3 from Frankfurt please take the exit Aschaffenburg West. You can reach us on the road Hanauer in about 5 minutes. Driving on the autobahn A3 from Würzburg please take the exit Aschaffenburg Ost. You can reach the Stadthalle on the road Goldbacher / Weissenburgerstrasse in about 5 minutes. Please follow the signs to center. In the underground garage Stadthalle (entrance road Treibgasse) and in the adjacent parking garage Luitpoldstraße visitors will find more than 850 parking spaces. In the center please follow the dynamic parking guidance system. ARRIVING BY TRAIN: Excellent connection to the rail transport network including ICE-rail connection. The Aschaffenburg main station is about 7 minutes walk from the Stadthalle at the castle. TRAVELLING BY PLANE: Passengers arrive at the airport Frankfurt Rhine-Main region will reach Aschaffenburg in about 30 minutes by train or by car. PUBLIC TRANSPORT: From the regional bus station at the main station you will get a bus every 5 minutes heading to the bus-stop Stadthalle. 11

12 ADLER MODEMÄRKTE AG INDUSTRIESTRASSE OST 1-7 D HAIBACH TEL.: +49 (0) ADLER MODEMÄRKTE AG