ANNUAL GENERAL MEETING

The Annual General Meeting 2022 of ABOUT YOU Holding SE took place on Tuesday, 23 August 2022, at 10:00 hours (CEST) as a virtual annual general meeting.

Link to AGM Portal

Annual General Meeting 2022

The Annual General Meeting 2022 was held virtually. Shareholders and their representatives (except for ABOUT YOU’s voting proxies) were not be able to attend physically. Properly registered shareholders, including their representatives, exercised their voting rights exclusively by way of electronic absentee voting or by authorising and instructing the voting proxies named by ABOUT YOU.


ABOUT YOU has compiled the answers to the most frequent questions concerning the virtual meeting in a FAQ.

Frequently asked Questions

When and where was the Annual General Meeting 2022 be held?

The Annual General Meeting 2022 of ABOUT YOU took place virtually on Tuesday, 23 August 2022, at 10:00 hours (CEST).

Why was the Annual General Meeting 2022 held virtually?

In correspondence with the Act on Measures Adopted Under Company, Cooperation, Association, Foundation and Residential Property Law to Combat the Effects of the COVID-19 Pandemic (Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-, Stiftungs- und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID-19-Pandemie) (Federal Law Gazette I 2020, p. 570; most recently amended by the Act of 10 September 2021, Federal Law Gazette I 2021, pp. 4147 et seqq.) ( “COVMG”) and in consideration of the advantages and disadvantages for our shareholders and the parties involved in holding our Annual General Meeting, the Management Board decided with the Supervisory Board’s approval that the Annual General Meeting is to be held virtually this year.

How could shareholders follow the Annual General Meeting 2022?

For properly registered shareholders and their representatives, the entire Annual General Meeting, including the Q&A portion concerning questions that have been submitted during the Annual General Meeting and votes that were taken, was broadcast live in video and audio via the AGM Portal (portal.aboutyou.com).

Access to the AGM Portal was reserved for properly registered shareholders, who received the necessary log-in data along with the registration confirmation. Shareholders and their representatives were able to access the video and audio broadcast using such log-in data.

Where could shareholders find their access data for the AGM portal?

Following receipt of the registration form and proof of shareholding, the registration agent provided shareholders with a note confirming their registration that contains their personal log-in data for the AGM Portal.

How could shareholders or their authorised representatives get new logins if they could not find their access data?

Shareholders could request a new password via the “forgot password” procedure and have it sent to them by email (if it has already been saved in the AGM Portal) or by post.

If shareholders could not find their access code, they should contact aktionaersportal2022@better-orange.de with the name and address. As a proxy, an indication of the name and address of the shareholder was needed. The new access data was sent to the address given by the shareholder or proxy when registering or appointing a proxy. The postal delivery times of several days must be considered.

How and by when could shareholders ask questions?

Properly registered shareholders and their representatives could submit questions using the AGM Portal at least one day prior to the Annual General Meeting – i.e., by 21 August 2022, 24:00 hours CEST (receipt by ABOUT YOU).

How and when could shareholders or their authorised representatives cast their votes by electronic absentee voting or change or revoke votes cast by absentee voting?

Votes cast by way of electronic absentee voting needed to be submitted via the AGM Portal. Such votes could be cast starting on 2 August 2022 and even on the day of the Annual General Meeting up until the meeting chair formally suspended the option to exercise the voting right following the Q&A portion. Until such time, votes cast via the AGM Portal could also be changed or revoked.

How and until when could shareholders grant authorisation and issue instructions to voting proxies named by ABOUT YOU or granted authorisations and issued instructions to voting proxies named by ABOUT YOU?

Shareholders who wished to authorise voting proxies named by ABOUT YOU on the AGM Portal could transmit authorisation forms along with directions as late as the day of the Annual General Meeting and up until the meeting chair formally suspended the option to exercise the voting right following the Q&A section via the AGM Portal.

Shareholders who wished to authorise voting proxies named by ABOUT YOU by mail or email could transmit authorisation forms along with directions until 22 August 2022, 24:00 hours CEST (receipt by ABOUT YOU) by mail or email to the following AGM address:

ABOUT YOU Holding SE
c/o Better Orange IR & HV AG
Haidelweg 48
81241 München
Germany
Email: aboutyou@better-orange.de

The same applied to changes to and the revocation of authorisations and directions intended to be communicated in this manner.

Using the AGM Portal, previous authorisations and directions communicated via the AGM Portal or in writing (by mail or email) could be changed or revoked as late as the day of the Annual General Meeting and up until the meeting chair formally suspended the option to exercise the voting right following the Q&A portion.

Further details on the use of the AGM Portal and the authorisation process, along with information on authorising and instructing a voting proxy, were provided on the registration confirmation sent to shareholders following their proper registration and can also be viewed under annualgeneralmeeting.aboutyou.com.

Where could shareholders view any countermotions and nomination proposals?

Subject to Section 126 (2) and (3) AktG, shareholders’ counter-motions that were to be made accessible were published without undue delay under portal.aboutyou.com, including name, grounds provided, if any, and administrative remarks, if any.

In which language was the Annual General Meeting 2022 be held?

The Annual General Meeting 2022 was held in German. A transmission with English translation was available as well as a transmission in German Sign Language (DGS).

Could non-shareholders also follow the Annual General Meeting 2022?

Non-shareholders could not access the password protected AGM Portal. However, the recording of the speech of the Management Board is made available under annualgeneralmeeting.aboutyou.com afterwards.

Is the Annual General Meeting 2022 available online afterwards?

The Annual General Meeting 2022 is not available online. However, the recording of the speech of the Management Board is made available under annualgeneralmeeting.aboutyou.com afterwards.

 
Agenda

    Item 1

    Presentation of the adopted Individual Annual Financial Statements of ABOUT YOU Holding SE as of 28 February 2022, approved Consolidated Financial Statements as of 28 February 2022, Combined Management Report for ABOUT YOU Holding SE and the Group for the Financial Year 2021/2022, the Report of the Supervisory Board, and the Explanatory Report of the Management Board regarding the Information pursuant to Sections 289a (1), 315a (1) of the Commercial Code (Handelsgesetzbuch, “HGB”)

    Item 2

    Discharge of Members of the Management Board

    Item 3

    Discharge of Members of the Supervisory Board

    Item 4

    Approving Remuneration Report

    Item 5

    Approval of Remuneration System for Members of Management Board

    Item 6

    Remuneration System of the Members of Supervisory Board and corresponding Amendment to the Articles of Association

    Item 7

    Elections to the Supervisory Board of ABOUT YOU Holding SE

    Item 8

    Election of Auditor and Group Auditor as well as Examiner for possible Review

Convocation and Agenda

Total number of shares and voting rights at the time of convening the Annual General Meeting 2022

At the time this Annual General Meeting is convened, ABOUT YOU’s registered share capital equals EUR 186,153,487 and is divided into 186,153,487 bearer shares with no-par value. Each no-par share conveys one vote at the Annual General Meeting. At the time the Annual General Meeting is convened, ABOUT YOU holds 15,758,072 treasury shares. ABOUT YOU derives no rights from such shares. The total number of voting shares thus equals 170,395,415.
Countermotions and Election Proposals
There are no countermotions or election proposals.
Speech of the Management Board
Recording: Speech of the Management Board
Voting Results

Confirmation of the counting of votes pursuant to section 129 (5) sentence 1 AktG

Pursuant to § 129 para. 5 sentence 1 AktG, the person voting may request confirmation from the company within one month after the day of the Annual General Meeting as to whether and how his/her vote was counted. A request to this effect may be sent by email to: aboutyou@better-orange.de.