INVITATION TO THE ANNUAL GENERAL MEETING 2013

Transcription

1 INVITATION TO THE ANNUAL GENERAL MEETING 2013

2 AGENDA AT A GLANCE 1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as at 31 December 2012, the management report for Adler Modemärkte AG and the management report for the Group, including the explanatory report of the Executive Board on the disclosures pursuant to 289 (4), 315 (4) of the 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 Supervisory Board for financial year Resolution to ratify the actions of the Supervisory Board for financial year Election of the auditor and Group auditor for financial year Supervisory Board elections 7. Resolution on the cancellation of the existing and issuance of a new authorisation to acquire and use treasury shares potentially excluding pre-emptive subscription rights pursuant to 71 (1) no. 8 AktG 8. Resolution to amend the Articles of Association: amendment on the dismissal of members of the Supervisory Board by the Annual General Meeting 9. Resolution to amend the Articles of Association: amendment of the remuneration of the Supervisory Board 2

3 Adler Modemärkte AG Haibach ISIN DE000A1H8MU2 WKN A1H8MU INVITATION TO THE ANNUAL GENERAL MEETING Shareholders are cordially invited to attend the Annual General Meeting on Thursday, 13. June 2013, at a.m. CEST, to be held at Kleiner Saal of Stadthalle am Schloss in Aschaffenburg, Schloßplatz 1, 3

4 4 I AGENDA

5 1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as at 31 December 2012, the management report for Adler Modemärkte AG and the management report for the Group, including the explanatory report of the Executive Board on the disclosures pursuant to 289 (4), 315 (4) of the German Commercial Code (Handelsgesetzbuch, HGB ) and the report of the Supervisory Board, the corporate governance report and the remuneration report for financial year 2012 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 5 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 173 of the 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 11,175, reported on the statement of financial position as at 31 December 2012 be appropriated as follows: 1. Distribution of a dividend of EUR 0.40 per no-par value share carrying dividend rights: EUR ,80 2. Transfer to retained earnings: EUR ,07 The dividend is expected to be paid out on 14 June 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 888,803 shares in treasury. 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 0.40 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 2012 The Executive Board and the Supervisory Board propose that the actions of the Executive Board members holding office during financial year 2012 be ratified for said financial year. 4. Resolution to ratify the actions of the Supervisory Board for financial year 2012 The Executive Board and the Supervisory Board propose that the actions of the Supervisory Board members holding office during financial year 2012 be ratified for said financial year. 5. Election of the auditor and Group auditor for financial year 2013 Based upon the recommendation of the Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, Stuttgart, be elected as auditors of the 5

6 Company and the Group for the financial year ended 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. Supervisory Board elections The terms of office of all the current members of the Supervisory Board will be expiring at the end of this Annual General Meeting, which means that new elections must be held. Pursuant to 95 sentence 2, 96 (1) and 101 (1) AktG in conjunction with 8 (1) of the Company s Articles of Association, the Supervisory Board consists of 12 members, six of whom are elected by the shareholders at the Annual General Meeting and six of whom are elected by the employees in accordance with the provisions of the German Co-Determination Act of 1976 (Mitbestimmungsgesetz 1976, MitbestG ). The employee representatives on the Supervisory Board were elected on 20 March 2013 in accordance with the provisions of the German Co-Determination Act, effective as at the end of this Annual General Meeting. As such, six new shareholder representatives must be elected to the Supervisory Board at the Annual General Meeting. In accordance with subsection sentence 1 of the German Corporate Governance Code (as amended 15 May 2012), elections shall be made on an individual basis. The Annual General Meeting is not bound by election proposals. The following election proposals are based on the recommendations of the Supervisory Board s Nomination Committee and reflect the Supervisory Board s stated intentions regarding the board s composition in the declaration of conformity pursuant to 161 (1) AktG. The Supervisory Board proposes that the following persons be elected to the Supervisory Board by the Annual General Meeting for the term of office set out in 8 (2) of the Company s Articles of Association, i.e., for the period until the end of the Annual General Meeting which resolves to ratify the actions of the Supervisory Board for the fourth financial year after the term of office begins. The financial year in which the term of office begins shall not be counted in calculating this period: a) Wolfgang Burgard, independent management consultant, former Executive Board member of Holsten-Brauerei AG and member of the management of Carlsberg deutschland GmbH, Dortmund; b) Cosimo Carbonelli d Angelo, Chairman of the Management Board of G.&C. Holding S.r.l., Naples, Italy; c) Paola Viscardi-Giazzi, Member of the Executive Board of Steilmann Holding AG, Dortmund; d) Giorgio Mercogliano, Partner at Equinox S.A., Montagnola - Lugano, Switzerland; e) Massimiliano Monti, Partner at Equinox S.A., Lugano, Switzerland; and f) Dr. Michele Puller, Chairman of the Executive Board of Steilmann Holding AG, Bergkamen. Of the candidates for the Supervisory Board, Mr Wolfgang Burgard is qualified as an independent financial expert within the meaning of 100 (5) AktG, in particular due to his earlier professional activities as, inter alia, Executive Board member of Holsten-Brauerei AG and member of the management of Carlsberg Deutschland GmbH. In accordance with subsection sentence 3 of the German Corporate Governance Code (as amended 15 May 2012), it is hereby noted that, if elected, Dr. Michele Puller will be proposed as a candidate for the Supervisory Board chair. 6

7 Information pursuant to 125 (1) sentence 5 AktG: The proposed candidates for election as members of the Supervisory Board also hold positions on (i) other, legally mandated supervisory boards or (ii) comparable domestic or foreign supervisory bodies of commercial enterprises as follows: a) Wolfgang Burgard: (i) 1. Deputy Chairman of the Supervisory Board of Holsten-Brauerei AG. (ii) Chairman of the Advisory Board of DPG Pfandsystem GmbH. b) Cosimo Carbonelli d Angelo: (i) No other positions. (ii) Member of the Advisory Board of S&E Kapital GmbH, Member of the Board of Directors of Alitalia S.p.a. c) Paola Viscardi-Giazzi: (i) No other positions. (ii) Member of the Advisory Board of S&E Kapital GmbH. d) Giorgio Mercogliano: (i) No other positions. (ii) Member of the Advisory Board of S&E Kapital GmbH. e) Massimiliano Monti: (i) No other positions. (ii) Member of the Advisory Board of S&E Kapital GmbH. f) Dr. Michele Puller: (i) No other positions. (ii) Chairman of the Advisory Board of S&E Kapital GmbH, Member of the Advisory Board of Borussia Dortmund Geschäftsführungs-GmbH, Member of the Council of Economic Affairs of BV. Borussia 09 e.v. Dortmund. Information pursuant to subsection (4) to (6) of the German Corporate Governance Code (as amended 15 May 2012): The nominees proposed for election to the Supervisory Board, Paola Viscardi-Giazzi and Dr. Michele Puller, have business relations with Adler Modemärkte AG in their function as members of the Executive Board of Steilmann Holding AG, which has supplied Adler Modemärkte AG with products over many years via its affiliated companies. Dr. Michele Puller has relations with shareholders who hold more than 10% of voting rights in the Company, either directly or indirectly, in his function as the managing partner of Steilmann-Boecker Verwaltungs- und Geschäftsführungs GmbH, which in turn is general partner of Steilmann-Boecker Fashion Point GmbH & Co. KG, which holds a 56.07% interest in S&E Kapital GmbH. Moreover, Cosimo Carbonelli d Angelo, Paola Viscardi-Giazzi, Giorgio Mercogliano, Massimiliano Monti and Dr. Michele Puller are members of the Advisory Board of S&E Kapital GmbH, Bergkamen, which notified Adler Modemärkte AG on 26 April 2013 that it has held more than 50% of the voting rights in Adler Modemärkte AG directly and indirectly since 25 April Mr Giorgio Mercogliano and Mr Massimiliano Monti are partners at Equinox S.A., the general partner of Equinox Two S.C.A., which holds 67% of the shares in Excalibur I S.a r.l, which in turn holds 43.93% in S&E Kapital GmbH. 7. Resolution on the cancellation of the existing and issuance of a new authorisation to acquire and use treasury shares potentially excluding pre-emptive subscription rights pursuant to 71 (1) no. 8 AktG 7

8 By virtue of the resolution of the Annual General Meeting on 30 May 2011, the Executive Board is currently authorised, subject to the Supervisory Board s consent, to acquire treasury shares representing a total of up to 10% of the share capital existing at the time the resolution is adopted and to decide on the utilisation thereof; such authorisation is valid until 30 April The Company has already partially exercised the authorisation to acquire treasury shares. In order to make the Company more flexible when it comes to acquiring and using treasury shares, the existing authorisation, to the extent it has not already been exhausted and still exists, shall be cancelled and replaced with a new authorisation to acquire and use treasury shares. The cancellation of the existing authorisation to acquire treasury shares shall not become valid until the new authorisation to acquire and use treasury shares enters into effect in its stead. The Executive Board and the Supervisory Board thus propose to resolve as follows: a) Cancellation of the existing authorisation to acquire and use treasury shares The authorisation issued by the Annual General Meeting on 30 May 2011, pursuant to which the Executive Board, subject to the Supervisory Board s consent, may acquire treasury shares representing a total of up to 10% of the share capital existing at the time the resolution is adopted until 30 April 2016, shall be cancelled when the new authorisation to acquire and use treasury shares to be resolved by this Annual General Meeting enters into effect, to the extent the existing authorisation to acquire treasury shares has not been exhausted and still exists at that time. b) Creation of a new authorisation to acquire and use treasury shares potentially excluding pre-emptive subscription rights pursuant to 71 (1) no. 8 AktG Pursuant to 71 (1) no. 8 AktG, the Company is authorised to acquire treasury shares representing a total of up to 10% of the share capital existing at the time the resolution is adopted until 12 June At no time may the shares acquired under this authorisation together with other shares of the Company which the Company had acquired at the time of acquisition and still holds or which are attributable to it pursuant to 71d or 71e AktG represent more than 10% of the share capital. The Company may not exercise the authorisation for the purpose of trading in treasury shares. The authorisation may be exercised in whole or in partial amounts on one or more occasions by the Company, or by dependent companies or entities in which the Company has a majority shareholding, or by third parties acting for the account of the Company or that of dependent companies or entities in which the Company has a majority shareholding. At the Executive Board s option, treasury shares may be acquired over the stock exchange or by way of a public purchase offer directed to all shareholders. If the shares are acquired over the stock exchange, the consideration paid per share (excluding ancillary acquisition costs) may not be more than 10% above or below the price determined for the share on the relevant stock exchange trading day in the opening auction of the XETRA trading system (or a comparable successor system). If the shares are acquired by way of a public purchase offer, the purchase price offered or the minimum and maximum amounts of the purchase price range per share (excluding ancillary acquisition costs) may not be more than 10% above or below the closing price in the XETRA trading system (or a comparable successor system) on the third stock exchange trading day preceding the day of the public announcement of the purchase offer. If, following publication of a public purchase offer, there are significant deviations from the relevant price, the purchase offer may be adjusted. In this case, the price on the third stock exchange trading day preceding the public announcement of any such adjustment shall be relevant. The volume of the offer may be restricted. If the offer is over-subscribed, acceptance of the offer must take place on a pro rata basis. A preferential acceptance of smaller units of up to 100 tendered shares per shareholder may be stipulated. 8

9 The Executive Board shall be authorised to use shares of the Company, which have been acquired pursuant to this authorisation or any prior issued authorisation, for any purpose permitted by law. Specifically, the Executive Board s authorisation shall cover the following: i. The Executive Board shall be authorised, subject to the Supervisory Board s consent, to dispose of treasury shares, which were acquired pursuant to this authorisation or any prior issued authorisation, over the stock exchange or by tender offer to all the shareholders. Shares sold over the stock exchange shall not carry any shareholders pre-emptive subscription rights. In the event shares are sold by way of a public tender, the Executive Board shall be authorised, subject to the Supervisory Board s consent, to exclude shareholders pre-emptive subscription rights on fractional shares. ii. The Executive Board shall furthermore be authorised, subject to the Supervisory Board s consent, to dispose of treasury shares, which were acquired pursuant to this authorisation or any prior issued authorisation, in a manner other than over the stock exchange or by tender offer to all the shareholders, provided the treasury shares acquired are sold at a price that is not substantially lower than the stock exchange price of the Company s shares with the same features at the time of any such sale. Shareholders pre-emptive subscription rights shall be excluded in this context. This authorisation shall be limited to a total of 10% of the share capital existing at the time the resolution is adopted by the Annual General Meeting or to the Company s share capital existing at the time this authorisation is exercised, whichever is lower. The proportionate amount of the share capital represented by the shares which pursuant to this authorisation may be sold in a manner other than over the stock exchange or by tender offer to all the shareholders shall be reduced by the proportionate amount of the share capital represented by those shares which were issued since the grant of this authorisation based on the authorisation under 5 (5) of the Articles of Association (Authorised Capital), and by those shares for which the holders or creditors of warrant-linked and/or convertible bonds issued since the grant of this authorisation are or were eligible to subscribe, in each case to the extent that, when shares were issued from authorised capital or when warrant-linked and/or convertible bonds were issued, pre-emptive subscription rights under 186 (3) sentence 4 AktG were excluded. iii. The Executive Board shall furthermore be authorised, subject to the Supervisory Board s consent, to use treasury shares, which were acquired pursuant to this authorisation or any prior issued authorisation, as (partial) consideration in the context of corporate mergers or to acquire companies, parts of companies, equity investments in companies or other assets. iv. The Executive Board shall furthermore be authorised, subject to the Supervisory Board s consent, to offer for purchase or to transfer treasury shares, which were acquired pursuant to this authorisation or any prior issued authorisation, to employees of the Company or its Group companies. The Supervisory Board shall be authorised to offer for purchase or to transfer treasury shares, which were acquired pursuant to this authorisation or any prior issued authorisation, to members of the Company s Executive Board. v. The Executive Board shall furthermore be authorised, subject to the Supervisory Board s consent, to offer for purchase or to transfer treasury shares, which were acquired pursuant to this authorisation or any prior issued authorisation, to third parties who, as business partners of the Company or its Group companies, play a significant role in assisting the Company to achieve its corporate goals. vi. The Executive Board shall furthermore be authorised to use treasury shares, which were acquired pursuant to this or any prior issued authorisation, to satisfy conversion or subscription rights arising under convertible or warrant-linked bonds granted by 9

10 the Company or its Group companies. vii. The Executive Board shall furthermore be authorised, subject to the Supervisory Board s consent, to cancel treasury shares, which were acquired pursuant to this authorisation or any prior issued authorisation, without the need for a separate resolution herefor by the Annual General Meeting. The authorisation to cancel shares may be exercised in whole or in part. The cancellation of shares would result in a capital reduction. Alternatively, the Executive Board may determine that the share capital will not be reduced and that the cancellation will instead result in the proportionate interest in the share capital held by the other shareholders being increased pursuant to 8 (3) AktG. In this case, the Supervisory Board is authorised to amend the number of shares set out in the Articles of Association. viii. Shareholders pre-emptive subscription rights shall be excluded in effecting the measures under ii. to vi. The aforementioned authorisations may be exercised on one or several occasions, in whole or in part, individually or jointly. Written report of the Executive Board on agenda item 7 pursuant to 71 (1) no. 8 AktG in conjunction with 186 (3) sentence 4, (4) sentence 2 AktG The following report of the Executive Board on agenda item 7 pursuant to 71 (1) no. 8 AktG in conjunction with 186 (3) sentence 4, (4) sentence 2 AktG sets forth the grounds for excluding pre-emptive subscription rights in those cases where treasury shares are sold pursuant to one of the options set out in b) of the resolution. From the date on which the Annual General Meeting is convened, the report will be available for shareholders inspection at the offices of the Company and at the Annual General Meeting itself and can also be accessed online at under Investor Relations Annual General Meeting. The content of the report is as follows: Agenda item 7 concerns the proposal to cancel the prior authorisation issued by the extraordinary shareholders meeting held on 30 May 2011 to acquire treasury shares pursuant to 71 (1) no. 8 AktG to the extent such authorisation has not already been exhausted and still exists. The new authorisation to acquire and use treasury shares is intended to make the Company more flexible in its ability to acquire and use treasury shares and utilise this ability as a means to realise the benefits associated with acquiring and using treasury shares in the interests of the Company and its shareholders. The authorisation is subject to the statutory limits of 71 (2) AktG. Therefore, the new authorisation to acquire treasury shares may not be exercised to the extent the existing authorisation to acquire treasury shares based on the resolution of the 2011 Annual General Meeting has been exercised and the treasury shares acquired thereunder have not yet been sold or cancelled. The proposed authorisation would enable the Company to acquire treasury shares representing a volume of up to 10% of the share capital in existence at the time the resolution is adopted over the stock exchange or by means of a public purchase offer directed to all shareholders. The minimum/ maximum purchase price is defined in the proposed resolution. The proposed resolution furthermore provides that the Company may cancel or re-sell shares which were acquired pursuant to this or any prior authorisation without the need for a separate resolution herefor by the Annual General Meeting. Treasury shares which were acquired pursuant to this or any prior issued authorisation shall generally be sold over the stock exchange or by tender offer to all the shareholders. Shares sold over the stock exchange shall not carry any shareholders pre-emptive subscription rights. In the event shares are sold by way of a public tender, the Executive Board shall be authorised, subject to the Supervisory 10

11 Board s consent, to exclude shareholders pre-emptive subscription rights on fractional shares, in particular to enable it to establish a feasible subscription ratio. The Executive Board shall furthermore be authorised, subject to the Supervisory Board s consent, to sell shares, which were acquired pursuant to this or any prior authorisation, in a manner other than, in whole or in part, over the stock exchange or by tender offer to all the shareholders, provided the treasury shares acquired are sold in exchange for payment in cash at a price which, at the time of such sale, is not substantially lower within the meaning of 186 (3) sentence 4 AktG than the stock exchange price of shares in the Company with the same features. Shareholders pre-emptive subscription rights shall be excluded in this context. The option offered by this authorisation to re-sell treasury shares excluding shareholders pre-emptive subscription rights in analogous application of 186 (3) sentence 4 AktG serves the interests of the Company in being able to sell treasury shares quickly and at standard market prices, preferably to institutional investors. The option to exclude pre-emptive subscription rights gives management the flexibility, without being burdened by the time- and cost-intensive settlement of any pre-emptive subscription rights, to take advantage of opportunities that present themselves in light of the respective market conditions, and in particular to place the shares quickly and in a cost-efficient manner. When treasury shares are sold to third parties excluding shareholders pre-emptive subscription rights under 71 (1) no. 8 AktG, the interests of the shareholders with respect to their rights to share in the liquidation proceeds and voting rights will be reasonably safeguarded. This authorisation shall be limited to a total of 10% of the share capital existing at the time the resolution is adopted by the Annual General Meeting or to the Company s share capital existing at the time this authorisation is exercised, whichever is lower. The proportionate amount of the share capital represented by the shares which pursuant to this authorisation may be sold in a manner other than over the stock exchange or by tender offer to all the shareholders shall be reduced by the proportionate amount of the share capital represented by those shares which were issued since the grant of this authorisation based on the authorisation under 5 (5) of the Articles of Association (Authorised Capital), and by those shares for which the holders or creditors of warrant-linked and/or convertible bonds issued since the grant of this authorisation are or were eligible to subscribe, in each case to the extent that, when shares were issued from authorised capital or when warrant-linked and/or convertible bonds were issued, pre-emptive subscription rights under 186 (3) sentence 4 AktG were excluded. The additional authorisation of the Executive Board to, subject to the Supervisory Board s consent, use shares, which were acquired pursuant to this or any prior authorisation, as (partial) consideration for corporate mergers or to acquire companies, parts of companies, equity investments in companies or other assets, is intended to enable management to respond quickly and flexibly to opportunities as they present themselves and, as appropriate in the given case, to acquire companies, parts of companies, equity interests in companies or other assets in exchange for the grant of shares. Particularly sellers of companies or equity investments often have no interest in receiving cash consideration and instead insist on consideration in the form of equity in the Company. The additional authorisation to offer for purchase or transfer treasury shares, which were acquired pursuant to this authorisation or any prior issued authorisation, to members of the Executive Board, employees of the Company or its Group companies, is aimed at making it possible to remunerate such persons in part with shares in the Company and in this way enable them to participate in both the positive and negative share price performance. To the extent shares are intended to be offered for purchase or transferred to employees of the Company or its Group companies, the decision to do so shall be made by the Executive Board, subject to the Supervisory Board s consent. The decision to offer or transfer shares to members of the Executive Board shall be made solely by the Supervisory Board. The additional authorisation to offer for purchase or to transfer treasury shares, which were acquired pursuant to this authorisation or any prior issued authorisation, to third parties who, as business partners of the Company or its Group companies, play a significant role in assisting the Company to achieve its corporate goals, is intended to allow the Company to pay significant business partners of the Company or its Group companies non-cash compensation in the form of shares in the Company held in treasury, which functions to tie them to the Company and promote their interests in the Company s positive economic performance while allowing the Company to avoid placing a 11

12 burden on its liquid reserves. The further authorisation of the Executive Board to use shares, which were acquired pursuant to this or any prior authorisation, to satisfy rights arising out of convertible or warrant-linked bonds, gives management additional flexibility in this area as well. As a rule, contingent capital is also available to satisfy such rights, albeit the bonds terms and conditions usually provide for the option of servicing the bonds using treasury shares. One advantage to using treasury shares is that no new shares need to be issued, thus avoiding the dilution of the existing shareholders interest. Finally, the authorisation allows the Company to cancel treasury shares which were acquired pursuant to this authorisation or any prior issued authorisation without the need for any additional resolution by the Annual General Meeting. If shares are cancelled, the Company s share capital will be reduced or the equity ratio per no-par value share will be increased subject to the requirements of 237 (3) no. 3 AktG. This functions to increase the proportionate value of the remaining shares. The authorisations described above may be exercised on one or several occasions, in whole or in part, individually or jointly. Shareholders pre-emptive subscription rights shall be excluded in effecting the measures under ii. to vi. In the event shares are sold by way of public tender, the Executive Board shall furthermore be authorised, subject to the Supervisory Board s consent, to exclude shareholders pre-emptive subscription rights on fractional shares. Having considered all the circumstances, the Executive Board is convinced that the exclusion of pre-emptive subscription rights contemplated in the authorisation to acquire and use treasury shares proposed for resolution under agenda item 7 is necessary, expedient and appropriate within the described parameters and that it is necessary in the interests of the Company and its shareholders. At the next Annual General Meeting, the Executive Board will report on the respective exercise of the authorisation. 8. Resolution to amend the Articles of Association: amendment on the dismissal of members of the Supervisory Board by the Annual General Meeting The current requirement under 8 (6) sentence 2 of the Articles of Association of a qualified majority (at least 75% of the votes cast) to dismiss members of the Supervisory Board elected by the Annual General Meeting prior to the end of their regular term of office shall be lowered in accordance with 103 (1) sentence 3 AktG. From this point forward, early dismissal shall require only a majority of the votes cast (simple voting majority under 133 AktG). The Executive Board and the Supervisory Board thus propose to resolve as follows: 8 (6) sentence 2 of the Articles of Association shall be revised as follows: The resolution shall require a simple majority of the votes cast. 9. Resolution to amend the Articles of Association: amendment of the remuneration of the Supervisory Board The EUR 10, fixed remuneration currently set forth under 14 (1) of the Articles of Association for each member of the Supervisory Board for each full financial year in which they are members of the Supervisory Board shall be increased to henceforth EUR 20, The Executive Board and the Supervisory Board thus propose to resolve as follows: 14 (1) of the Articles of Association shall be revised as follows: 12

13 II FURThER INFORMATION ON THE CALL TO MEETING 13

14 Each member of the Supervisory Board shall receive fixed remuneration of EUR 20, for each full year in which they are members of the Supervisory Board. Total number of shares and voting rights The total number of shares as at the call to meeting for 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 as at the call to meeting of this Annual General Meeting is thus 18,510,000 votes. As at the call to meeting of the Annual General Meeting, the Company holds 888,803 treasury shares, to which no rights of the Company are attached. Attendance at the Annual General Meeting Pursuant to 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 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 Thursday, 6 June 2013, 12:00 midnight CEST, in text form ( 126b of the German Civil Code (Bürgerliches Gesetzbuch, BGB )) at the postal address, facsimile number or address provided below: Adler Modemärkte AG c/o Haubrok Corporate Events GmbH Landshuter Allee München Facsimile: +49 (0) meldedaten@haubrok-ce.de Share certificates pursuant to 123 (3) AktG must be issued by the respective custodian bank in text form ( 126b BGB) and must reference the start of the 21st day prior to the meeting, i.e., Thursday, 23 May 2013, 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 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 14

15 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 ( 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 Haubrok Corporate Events GmbH Landshuter Allee München Facsimile: +49 (0) meldedaten@haubrok-ce.de Special requirements may apply in those cases where a bank, a shareholders association or any equivalent person or institution under 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 must be received by the Company at the postal address, facsimile number or e mail address specified above for the appointment of proxies on or before Wednesday, 12 June 2013, 12:00 midnight CEST. Shareholders may also obtain information on proxy voting online at com 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 Wednesday, 12 June 2013, 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 sub-item voted on. 15

16 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, that 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; 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 122 (2) AktG. Postal ballots shall be cast in writing, text form or electronically and must be received by the Company on or before Wednesday, 12 June 2013, 12:00 midnight CEST, at the following postal address, facsimile number or address: Adler Modemärkte AG c/o Haubrok Corporate Events GmbH Landshuter Allee München Facsimile: +49 (0) meldedaten@haubrok-ce.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 Relations 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 ( 135 (10), 125 (5) AktG) or persons within the meaning of 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 Wednesday, 12 June 2013, 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 any other motions, including procedural motions, that 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 122 (2), 126 (1), 127, 131 (1) AktG Shareholders rights pursuant to 122 (2), 126 (1), 127, 131 (1) AktG Shareholders whose combined holdings represent at least one twentieth of the share capital or a proportionate interest equivalent to at least EUR 500,000 (representing 500,000 no-par value shares) may request that items be placed on the agenda and announced ( 122 (2) AktG). Each new item must be accompanied by supporting information or a draft resolution. The request must be submit- 16

17 ted 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 Monday, 13 May 2013, 12:00 midnight CEST at the following address: Adler Modemärkte AG Der Vorstand c/o Haubrok Corporate Events GmbH Landshuter Allee München Parties submitting requests must show that they held the shares at least three 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 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 under Investor Relations Annual General Meeting. Notification of the amended agenda shall also be given pursuant to 125 (1) sentence 3 AktG. Shareholder motions and nominations pursuant to 126 (1), 127 AktG Shareholders may also send the Company 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, text form or electronically to the following postal address, facsimile number or address: Adler Modemärkte AG c/o Haubrok Corporate Events GmbH Landshuter Allee München Facsimile: +49 (0) gegenantraege@haubrok-ce.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 Wednesday, 29 May 2013, 12:00 midnight CEST, and any opinion by management will be made available online at under Investor Relations Annual General Meeting ( 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. 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. 17

18 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 ( 127 AktG). Shareholders right to information pursuant to 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 ( 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 authorise the chairman to impose reasonable limits on the time shareholders have to ask questions and address the Meeting. Information on shareholders rights pursuant to 122 (2), 126 (1), 127 and 131 (1) AktG may also be accessed online at under Investor Relations Annual General Meeting. Information pursuant to 124a AktG This call to meeting, the documents required to be made available to the Annual General Meeting and further information specified in 124a AktG may be accessed online at under Investor Relations Annual General Meeting. Haibach, May 2013 Adler Modemärkte AG The Executive 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. 18

19 Luitpold Straße INVITATION TO THE ANNUAL GENERAL MEETING 2013 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. 19

20 Adler Modemärkte AG Industriestraße Ost 1-7 D Haibach Tel.: +49 (0) Adler Modemärkte AG