The Annual General Meeting 2024 of ABOUT YOU Holding SE was held on Friday, June 28, 2024, at 10:00 CEST as a virtual Annual General Meeting.
The Annual General Meeting 2024 was held virtually. All relevant information and documents can be found on this page.
For duly registered shareholders and their proxies, the entire Annual General Meeting was broadcast live in audio and video via the password-protected Shareholder Portal of ABOUT YOU.
ABOUT YOU has compiled the answers to the most frequent questions concerning the virtual Annual General Meeting in a FAQ.
Frequently Asked Questions
When and where was the Annual General Meeting 2024 held?
The Annual General Meeting 2024 of ABOUT YOU Holding SE was held on Friday, June 28, 2024, at 10:00 CEST as a virtual Annual General Meeting.
How could shareholders or their proxies follow the Annual General Meeting 2024?
For duly registered shareholders or their proxies, the entire Annual General Meeting was broadcast live in audio and video format via the Shareholder Portal, which could be accessed at annualgeneralmeeting.aboutyou.com from June 6, 2024 at 24:00 CEST.
Where could shareholders or their proxies find their access data for the Shareholder
Portal?
After receipt of the registration and proof of share ownership, shareholders received a registration confirmation from the registration office containing their personal access data for the Shareholder Portal.
On which basis was the Annual General Meeting 2024 held virtually?
On the basis of Section 17 (8) of the Articles of Association in conjunction with Section 118a AktG, the Management Board has decided to hold the Annual General Meeting as a virtual Annual General Meeting without physical presence of shareholders or their proxies (with the exception of the proxies appointed by ABOUT YOU).
In which language was the Annual General Meeting 2024 held?
The Annual General Meeting 2024 was held in German. A broadcast with English translation was available.
How and when could shareholders or their proxies cast their votes by electronic absentee voting or change or revoke votes cast by absentee voting?
Only those shareholders who have duly registered and provided proof of share ownership were entitled to exercise their voting rights by electronic postal vote. Votes could be cast by electronic postal vote exclusively via the Shareholder Portal. The postal vote could be cast from June 7, 2024 and also on the day of the Annual General Meeting until the formal end of the opportunity to exercise voting rights by the chairman of the meeting following the debate. Until this time, votes cast could be changed or revoked via the Shareholder Portal.
Shareholders could also have their voting rights and other exercisable shareholder rights exercised by a proxy, e.g. by an intermediary as per Section 135 AktG, a shareholders' association or another third party. In this case, too, timely registration and proof of ownership for the relevant shares was required.
Until when could shareholders or their proxies submit statements regarding the agenda items?
The statements must have been received by ABOUT YOU by the end of June 22, 2024, 24:00 CEST. Statements must have been submitted in text form in German via the Shareholder Portal. They could comprise a maximum of 10,000 characters (including spaces).
ABOUT YOU made any the statements available on the Shareholder Portal, which could be accessed at annualgeneralmeeting.aboutyou.com, no later than four days before the Annual General Meeting, i.e. by June 23, 2024, 24:00 CEST, stating the name of the submitting shareholder.
How could shareholders or their proxies exercise their right to speak?
Shareholders or their proxies who were electronically connected to the Annual General Meeting had the right to speak at the Annual General Meeting via video communication.
To exercise the right to speak, contributions could be registered via the Shareholder Portal from the start of the Annual General Meeting at the latest.
The technical prerequisite for exercising the right to speak was that shareholders or their proxies have an Internet-enabled device that also has a camera and a microphone that can be accessed from the browser.
ABOUT YOU reserved the right to check the functionality of the video communication between shareholders or their proxies and ABOUT YOU during the Annual General Meeting and prior to their turn to speak and reserved the right to refuse such speaker if the functionality was not ensured.
Where could shareholders or their proxies view any countermotions and nomination proposals?
Subject to Section 126 (2) and (3) AktG, countermotions from shareholders that are to be made accessible, including the name, any statement of reasons and any statement by the management, were published without delay at annualgeneralmeeting.aboutyou.com.
For nominations by shareholders (election of the auditor of the Sustainability Report) pursuant to Section 127 AktG, the above statements including the deadline for making the nomination accessible (receipt no later than June 13, 2024, 24:00 CEST) apply accordingly; the nomination does not have to be substantiated. The Management Board does not need to make the nomination accessible in accordance with Section 127 sentence 3 AktG even if the nomination does not contain the name, profession and place of residence of the proposed person.
Item 1:
Presentation of the adopted annual financial statements of ABOUT YOU Holding SE as of February 29, 2024, the approved consolidated financial statements as of February 29, 2024 and the combined management report for ABOUT YOU Holding SE and the Group for the FY 2023/2024, the report of the Supervisory Board and the explanatory report of the Management Board on the disclosures pursuant to Sections 289a (1) and 315a (1) of the German Commercial Code (Handelsgesetzbuch - HGB)
Item 2
Discharge of the members of the Management Board
Item 3
Discharge of the members of the Supervisory Board
Item 4
Approval of the Remuneration Report
Item 5
Election of the auditor of the Sustainability Report for the FY 2024/2025
At the time of convening this Annual General Meeting, the share capital of ABOUT YOU amounted to EUR 186,153,487 and was divided into 186,153,487 no-par value bearer shares. Each no-par value share granted one vote at the Annual General Meeting. ABOUT YOU held 11,666,756 treasury shares at the time of convening. ABOUT YOU was not entitled to any rights from this. The total number of shares with voting rights was therefore 174,486,731.
The Annual General Meeting 2023 was held virtually. All relevant information and documents can be found on this page.
For duly registered shareholders and their proxies, the entire Annual General Meeting was broadcast live in audio and video via the Shareholder Portal of ABOUT YOU. For everyone interested, the speeches of the Management Board and the Supervisory Board could be followed live on this page on the day of the Annual General Meeting.
ABOUT YOU has compiled the answers to the most frequent questions concerning the virtual Annual General Meeting in a FAQ.
Frequently Asked Questions
When and where was the Annual General Meeting 2023 held?
The Annual General Meeting 2023 of ABOUT YOU Holding SE was held on Friday, June 23, 2023, at 10:00 a.m. CEST as a virtual Annual General Meeting.
How could shareholders or their proxies follow the Annual General Meeting 2023?
For duly registered shareholders or their proxies, the entire Annual General Meeting was broadcast live in audio and video format via the Shareholder Portal (accessible at annualgeneralmeeting.aboutyou.com from June 2, 2023).
Access to the Shareholder Portal was granted to duly registered shareholders or proxies. They received the relevant access data with the confirmation of registration to access the Shareholder Portal.
Where did shareholders or their proxies find their access data
for the Shareholder Portal?
After receipt of the registration and proof of share ownership, shareholders received a registration confirmation from the registration office containing their personal access data for the Shareholder Portal.
On which basis was the Annual General Meeting 2023 held virtually?
With the Act on the Introduction of Virtual General Meetings of Stock Corporations and Amendments to Cooperative and Insolvency and Restructuring Law (BGBl. I 2022, p. 1166), the legislator created the option in Section 118a of the German Stock Corporation Act (AktG) for the Articles of Association to provide or authorize the Management Board to provide for the Annual General Meeting to be held as a virtual Annual General Meeting without the physical presence of the shareholders or their proxies at the location of the General Meeting.
Based on the transitional provision of Section 26n (1) of the Introductory Act to the Stock Corporation Act (EGAktG), the Management Board may decide, with the consent of the Supervisory Board, for Annual General Meetings convened up to and including August 31, 2023, that the Annual General Meeting be held as a virtual Annual General Meeting pursuant to Section 118a AktG. With the consent of the Supervisory Board, the Management Board has decided to make use of this statutory option and to hold the Annual General Meeting 2023 as a virtual Annual General Meeting.
In which language was the Annual General Meeting 2023 held?
The Annual General Meeting 2023 was held in German. A broadcast with English translation was available as well as a broadcast in German Sign Language (DGS).
How and when could shareholders or their proxies cast their votes by electronic absentee voting or change or revoke votes cast by absentee voting?
Only those shareholders who have duly registered and provided proof of eligibility were entitled to exercise their voting rights by electronic postal vote. Votes could be cast by electronic postal vote exclusively via the Shareholder Portal from June 2, 2023 and also on the day of the Annual General Meeting until the formal end of the opportunity to exercise voting rights by the Chairperson of the meeting following the discussion. Votes cast up to this point could be changed or revoked via the Shareholder Portal.
Shareholders could also have their voting rights and other exercisable shareholder rights exercised by a proxy, e.g., by an intermediary as per Section 135 AktG, a shareholders’ association or another third party. In this case, too, timely registration and proof of share ownership for the relevant shares were required.
Until when could shareholders or their proxies submit statements regarding the agenda items?
The statements must have been received by ABOUT YOU by the end of June 17, 2023, 24:00 CEST. Statements needed to be submitted in writing in German via the Shareholder Portal. They could not exceed 10,000 characters (including spaces) and did not require a signature.
ABOUT YOU would make the statements available on the Shareholder Portal (accessible at annualgeneralmeeting.aboutyou.com) no later than four days before the Annual General Meeting, i.e., by June 18, 2023, 24:00 CEST, stating the name of the submitting shareholder(s).
How did shareholders or their proxies exercise their right to information, put forward motions or speak?
Shareholders or their proxies who were electronically connected to the Annual General Meeting had the right to speak, to information, and to ask questions at the Annual General Meeting via video communication.
To exercise the right to speak, contributions could be registered via the Shareholder Portal from the start of the Annual General Meeting. The technical prerequisite for exercising the right to speak was that shareholders or their proxies have an Internet-enabled device that also has a camera and a microphone that can be accessed from the browser. ABOUT YOU reserved the right to check the functionality of the video communication between shareholders or their proxies and ABOUT YOU during the Annual General Meeting and prior to their turn to speak and reserved the right to refuse such speaker if the functionality was not ensured.
Where could shareholders or their proxies view any countermotions and nomination proposals?
Subject to Section 126 (2) and (3) AktG, countermotions by shareholders that are to be made accessible, including the name, any statement of reasons and any statement by the management, were published without delay at annualgeneralmeeting.aboutyou.com
For nominations by shareholders (election of auditors) pursuant to Section 127 AktG, the above statements shall apply accordingly.
Could non-shareholders also follow the Annual General Meeting 2023?
Yes. The Annual General Meeting 2023 was partially broadcasted via annualgeneralmeeting.aboutyou.com, without the need for a registration and personal access data for the Shareholder Portal. The broadcast ended after the speech of the Supervisory Board.
Is the Annual General Meeting 2023 made available online afterwards?
The Annual General Meeting 2023 is not made available online. However, the recording of the speech of the Management Board is made available under annualgeneralmeeting.aboutyou.com
Item 1
Presentation of the approved annual financial statements of ABOUT YOU Holding SE as of February 28, 2023, the approved consolidated financial statements as of February 28, 2023, and the combined management report for ABOUT YOU Holding SE and the Group for the FY 2022/2023, the report of the Supervisory Board, and the explanatory report of the Management Board on the disclosures pursuant to Sections 289a (1) and 315a (1) of the German Commercial Code (Handelsgesetzbuch - HGB)
Item 2
Discharge of Members of the Management Board
Item 3
Discharge of Members of the Supervisory Board
Item 4
Approval of the Remuneration Report
Item 5
Election of the auditor of the financial statements and consolidated financial statements and of the auditor for any audit review for FY 2023/2024
Item 6
Election of the auditor of the financial statements and consolidated financial statements and of the auditor for any audit review for FY 2024/2025
Item 7
Resolution on amendments to the Articles of Association to enable virtual shareholders" meetings and on modalities for the participation of Supervisory Board members
At the time of convening this Annual General Meeting, the share capital of ABOUT YOU amounted to EUR 186,153,487 and was divided into 186,153,487 no-par value bearer shares. Each no-par share granted one vote at the Annual General Meeting. At the time of convening the meeting, ABOUT YOU held 13,708,568 own shares. ABOUT YOU was not entitled to any rights from this. The total number of shares with voting rights was therefore 172,444,919.
Total number of shares and voting rights at the time of convening the Annual General Meeting 2023
Confirmation of the counting of votes pursuant to section 129 (5) sentence 1 AktG
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.
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
