ANNUAL GENERAL MEETING

The Annual General Meeting 2022 of ABOUT YOU Holding SE will take 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 is held virtually. Shareholders and their representatives (except for ABOUT YOU’s voting proxies) will not be able to attend physically. Properly registered shareholders, including their representatives, will exercise 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 will the Annual General Meeting 2022 be held?

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

Why is 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 can 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 are taken, is broadcast live in video and audio via the AGM Portal.

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

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

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

How can shareholders or their authorised representatives get new logins if they cannot find their access data?

Shareholders can 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 cannot find their access code, please contact aktionaersportal2022@better-orange.de with the name and address. As a proxy, please also indicate the name and address of the shareholder. The new access data will be 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 can shareholders ask questions?

Properly registered shareholders and their representatives may 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 can 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 must be submitted via the AGM Portal. Such votes may be cast starting on 2 August 2022 and even on the day of the Annual General Meeting up until the meeting chair formally suspends the option to exercise the voting right following the Q&A portion. Until such time, votes cast via the AGM Portal may also be changed or revoked.

How and until when can 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 wish to authorise voting proxies named by ABOUT YOU on the AGM Portal may transmit authorisation forms along with directions as late as the day of the Annual General Meeting and up until the meeting chair formally suspends the option to exercise the voting right following the Q&A section via the AGM Portal.

Shareholders who wish to authorise voting proxies named by ABOUT YOU by mail or email may 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 applies 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) may be changed or revoked as late as the day of the Annual General Meeting and up until the meeting chair formally suspends 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, are provided on the registration confirmation sent to shareholders following their proper registration and can also be viewed under annualgeneralmeeting.aboutyou.com.

Where can shareholders view any countermotions and nomination proposals?

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

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

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

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

Non-shareholders cannot access the password protected AGM Portal. However, the recording of the speech of the Management Board will be uploaded under annualgeneralmeeting.aboutyou.com afterwards.

Will the Annual General Meeting 2022 be available online afterwards?

The Annual General Meeting 2022 will not be available online. However, the recording of the speech of the Management Board will be uploaded 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
Currently, there are no countermotions or election proposals.
Speech of the Management Board
The speech of the Management Board (script and presentation) will be made available here from 15 August 2022.

The recording of the speech will be published after the Annual General Meeting 2022.
Voting Results
The voting results will be published here subsequent to the Annual General Meeting 2022.

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.