GLOBAL FASHION GROUP S.A. Resolution 21 - Approval of the amendment of article 15.2 of the articles of association of the
Company to amend the term of office of members of the Management Board
The Management Board proposes that the Annual General Meeting pass a resolution to reduce the term of
office of members of the Management Board from five (5) years to three (3) years, which will only apply
to any new appointments to the Management Board and to any renewals of the terms of the current members
of the Management Board. The current terms of office of the existing members of the Management Board will
not be affected.
The amendment is being proposed in accordance with the recommendations of the Federal German
Government Commission in the revised German Corporate Governance Code which was published in March 2020,
which the Company has voluntarily decided to comply with.
The new article 15.2 will read as follows:
'15.2 The term of office of a member of the management board may not exceed three (3) years, it being
understood that the term of the mandate of the members of the management board appointed prior to 26 May
2021 may be up to five (5) years. Members of the management board may also be reappointed for successive
terms.'
Resolution 22 - Approval of the deletion of transitory provisions covering the conversion of common
shares of the Company into dematerialised shares and subsequent deletion of article 7.5 and articles 28.1
to 28.5 of the articles of association of the Company
The Management Board proposes that the Annual General Meeting pass a resolution to delete transitory
provisions related to the conversion of common shares of the Company into dematerialised form.
Considering that the entire outstanding share capital of the Company is now composed of
dematerialised shares, the Management Board proposes that the Annual General Meeting approve the deletion
of article 7.5 and articles 28.1 to 28.5 of the articles of association of the Company, the purpose of
which was to cover the conversion of common shares of the Company from their initial registered form into
dematerialised form and has now been fulfilled. C. Important Notes about the Annual General Meeting
Timing
1. The Annual General Meeting will start promptly at 10:00 CEST. Shareholders wishing to attend are advised
to dial into the video conference no later than 09:50 CEST.
No Physical Meeting
In light of the ongoing exceptional circumstances due to SARS-CoV-2 and the COVID-19 pandemic and in
2. accordance with the law of 23 September 2020 relating to measures on the holding of meetings in companies
and other legal entities, the Company has decided to hold the Annual General Meeting via video conference
only, without any physical meeting that shareholders can attend. Shareholders are required to vote by
means of a proxy designated by the Company or by correspondence.
Questions about the Annual General Meeting
If you have any questions about the Annual General Meeting, please contact the Company's agent, LINK
Market Services GmbH ('Agent'):
3. Global Fashion Group S.A.
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Tel: + 49 (0) 89 21 027 222
E-mail: agm@linkmarketservices.de
D. Availability of the documentation, attendance and voting procedure
Available information and documentation
This convening notice is to be published in the RESA (Recueil Electronique des Sociétés et Associations),
the Luxembourg newspaper, Tageblatt, and other media (which may reasonably be expected to be relied upon
for the effective dissemination of information to the public throughout the European Economic Area, and
which are accessible rapidly and on a non-discriminatory basis) as well as separately dispatched by
regular mail or, if agreed with the respective addressee, by e-mail to (i) the members of the Management
Board, (ii) the members of the Supervisory Board and (iii) the independent auditor.
The following information is available until the ending of the Annual General Meeting on the Company's
website at
https://ir.global-fashion-group.com/agmon the day of publication of this convening notice in the Luxembourg official gazette (Recueil
Electronique des Sociétés et Associations):
- this convening notice for the Annual General Meeting 2021;
- the total number of shares and voting rights at the date of the convening notice;
the full text of any document to be made available by the Company at the Annual General
- Meeting 2021 (i.e. inter alia the annual report containing the 2020 standalone and
consolidated accounts);
- the management report;
- the independent auditor report on the Company's standalone and consolidated accounts;
1.
the full text of the draft resolutions in relation to each of the items included in the
- agenda to be adopted at the Annual General Meeting;
- the full text of the revised remuneration policy and the remuneration report;
- a biography of Philipp Povel;
- the Declaration of Participation Form (as defined below);
- the Attestation Form (as defined below);
the Proxy Form and Voting Form (both as defined below) to be used to vote by proxy or to
- vote by post; and
- the special report of the Management Board. Shareholders may obtain without charge a copy of the full text of any of the above documents, and
copies of the Declaration of Participation Form, the Attestation Form, the Proxy Form and the Voting Form
upon request to the Company's Agent at
agm@linkmarketservices.de or download them from the Company's website
https://ir.global-fashion-group.com/agmQuorum and majority requirements
There are no quorum requirements for the proposed resolutions 1 to 19 to be passed which are adopted
by a simple majority of the voting rights duly present or represented except for agenda item 1, for which 2. no vote is necessary.
The resolutions 20 to 22 may be passed by a majority of two thirds of the votes validly cast at the
Annual General Meeting provided that half of the share capital is present or represented.
Share capital and voting rights
At the time of convening the Annual General Meeting, the Company's registered capital amounts to two
million one hundred fifty thousand nine hundred ninety-three euro and nine cents (EUR 2,150,993.09), 3. represented by two hundred fifteen million ninety-nine thousand three hundred nine (215,099,309) common
shares of one cent (EUR 0.01) each.
Each common share entitles the holder to one vote.
Requirements for participating in the Annual General Meeting and exercising voting rights
4.1. Record Date
The rights of a shareholder to participate in the Annual General Meeting and to vote shall be
determined with respect to the shares held by that shareholder on 12 May 2021 at 23:59 CEST (the 'Record
Date').
Eligibility to participate in the Annual General Meeting is determined exclusively by share ownership
on the Record Date. Any transferee having become owner of any shares after the Record Date has no right
to vote at the Annual General Meeting.
4.2. Registration procedure and evidence of share ownership
Shareholders who wish to participate in the Annual General Meeting and to vote the shares held by them
on the Record Date (regardless the manner they wish to participate, either by representation through
proxy or voting by post) shall submit:
a form declaring their intention to participate at the Annual General Meeting (the '
(i) Declaration of Participation Form') at the latest by the Record Date; and
(ii) a form evidencing their ownership of shares as at the Record Date (the 'Attestation Form')
the latest by 19 May 2021 at 23:59 CEST. The right of the shareholder to participate and vote in the Annual General Meeting will only be
completed and confirmed when both documents are provided before the deadlines established herein.
As regards (i), the shareholders who wish to participate (either by voting through proxy or voting by
correspondence) shall on or before the Record Date submit to the Company's Agent to a written declaration
of their intention to participate at the Annual General Meeting (the 'Declaration of Participation Form')
at the following e-mail address:
agm@linkmarketservices.de (MORE TO FOLLOW) Dow Jones Newswires
April 23, 2021 09:06 ET (13:06 GMT)
