Global Fashion Group S.A., société anonyme Registered office: 5, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg RCS Luxembourg B 190.907 Convening notice to the annual general meeting of the shareholders
of Global Fashion Group S.A. (the “Company”) The annual general meeting of the shareholders of the Company is to be held at the offices of Arendt & Medernach
41A, Avenue John F. Kennedy
L-2082 Luxembourg, Grand Duchy of Luxembourg at 9:00 CEST on Wednesday, 12 June 2024 to deliberate and vote on the below agenda (the “Annual General Meeting”). We are delighted to welcome shareholders to attend our Annual General Meeting in person (videoconference will not be available). Shareholders may refer to section D. “Availability of the documentation, attendance and voting procedure” in this convening notice for further information. | A. | Agenda and Proposed Resolutions for the Annual General Meeting of the Company |
| 1. | Presentation of the combined consolidated management report of the management board of the Company (the “Management Board”) and of the report of the independent auditor (réviseur d’entreprises agréé) on the Company’s consolidated accounts for the financial year ended 31 December 2023 prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) and on the Company’s annual accounts for the financial year ended 31 December 2023 prepared in accordance with Luxembourg Generally Accepted Accounting Principles (“Luxembourg GAAP”). | | 2. | Approval of the Company’s consolidated accounts for the financial year ended 31 December 2023. | | 3. | Approval of the Company’s annual accounts for the financial year ended 31 December 2023. | | 4. | Allocation of results for the financial year ended 31 December 2023. | | 5. | Granting of discharge to Christoph Barchewitz, member of the Management Board, for the exercise of his mandate during the financial year ended 31 December 2023. | | 6. | Granting of discharge to Gunjan Soni, member of the Management Board, for the exercise of her mandate during the financial year ended 31 December 2023. | | 7. | Granting of discharge to Matthew Price, former member of the Management Board, for the exercise of his mandate during the financial year ended 31 December 2023. | | 8. | Granting of discharge to Patrick Schmidt, former member of the Management Board, for the exercise of his mandate during the financial year ended 31 December 2023. | | 9. | Granting of discharge to Cynthia Gordon, member of the supervisory board of the Company (the “Supervisory Board”), for the exercise of her mandate during the financial year ended 31 December 2023. | | 10. | Granting of discharge to Georgi Ganev, member of the Supervisory Board, for the exercise of his mandate during the financial year ended 31 December 2023. | | 11. | Granting of discharge to Carol Shen, member of the Supervisory Board, for the exercise of her mandate during the financial year ended 31 December 2023. | | 12. | Granting of discharge to Laura Weil, member of the Supervisory Board, for the exercise of her mandate during the financial year ended 31 December 2023. | | 13. | Granting of discharge to John Baker, member of the Supervisory Board, for the exercise of his mandate during the financial year ended 31 December 2023. | | 14. | Renewal of the appointment of Ernst & Young as independent auditor of the Company for a period ending at the general meeting of shareholders approving the annual accounts for the financial year ending on 31 December 2024. | | 15. | Presentation of, and advisory vote on, the remuneration report for the members of the Management Board and the Supervisory Board for the financial year ended 31 December 2023. | | 16. | Presentation of, and advisory vote on, the revised remuneration policy for the members of the Management Board and the Supervisory Board. | | 17. | Approval and, to the extent necessary, ratification of the remuneration of the members of the Supervisory Board, payable annually and for the period of their mandate. |
| B. | Explanatory Notes to the Business of the Annual General Meeting Resolutions 1 to 4 - Approval of Financial Statements The Management Board proposes that the Annual General Meeting, after having reviewed the management report of the Management Board and the report of the independent auditor, approve: | - | the consolidated accounts for the financial year ended 31 December 2023 in their entirety, showing a consolidated net loss of EUR 181.5 million ; | | - | the annual accounts for the financial year ended 31 December 2023 in their entirety, showing a net loss of EUR 382.4 million ; | | - | allocation of the results of the Company based on the stand-alone annual accounts of the Company prepared in accordance with Luxembourg GAAP for the financial year ended 31 December 2023 as follows: | | - | Results of the financial year 2023: Loss of EUR 382.4 million | | - | Losses brought forward: EUR 2.9 billion |
Shareholders are reminded that no vote is required for resolution 1. Resolutions 5 to 8 - Discharge of Current and Former Members of the Management Board The Management Board proposes that the Annual General Meeting approve that discharge be granted to each current and former member of the Management Board, for the execution of their mandates during the financial year ended 31 December 2023. Resolutions 9 to 13 - Discharge of Current Members of the Supervisory Board The Management Board proposes that the Annual General Meeting approve that discharge be granted to each current and former member of the Supervisory Board, for the execution of their mandates during the financial year ended 31 December 2023. Resolution 14 - Reappointment of Auditor The Management Board proposes that the Annual General Meeting appoint the auditing firm Ernst & Young as independent auditor (réviseur d’entreprises agréé) to perform the independent audit of the Company regarding the financial year ending 31 December 2024. Resolution 15 - Presentation of and advisory vote on the remuneration report for the financial year ended 31 December 2023 for the members of the Management Board and the Supervisory Board The Management Board proposes that the Annual General Meeting pass an advisory vote on the remuneration report for the members of the Management Board and the Supervisory Board for the financial year ended 31 December 2023. Resolution 16 - Presentation of and advisory vote on the revised remuneration policy for the members of the Management Board and the Supervisory Board The Management Board proposes that the Annual General Meeting pass an advisory vote on the remuneration policy for the members of the Management Board and the Supervisory Board. The Company has revised its remuneration policy for the Management Board and the Supervisory Board, as previously approved by the shareholders on 14 June 2023, and submits it to an advisory vote of the Annual General Meeting as required by Article 7bis of the Luxembourg law of 24 May 2011 on shareholders rights and which became effective on 24 August 2019, as amended (the “ Shareholders Rights Law ”). The proposed changes relate to the more explicit inclusion of share options and performance options in the remuneration policy as long-term incentive instruments that may be awarded to Management Board Members as alternatives to the restricted stock unit and performance stock unit instruments. The explicit inclusion of share options and performance options have no additional cost to the Company. All other material terms of the remuneration policy remain the same, including in relation to the ratio mix between fixed and variable components, financial and non-financial performance criteria, and vesting schedules. Further, some minor administrative edits have been included to remove outdated references. Resolution 17 - Remuneration for the Members of the Supervisory Board The Management Board proposes that the Annual General Meeting approve the remuneration for the members of the Supervisory Board, payable annually and for the period of their mandate, as follows: Supervisory Board: | Supervisory
Board | Audit
Committee | Sustainability
Committee | Nomination
Committee | Remuneration
Committee | | Chairman | €40,000 | €40,000 | €20,000 | €10,000 | €25,000 | | Vice Chairman | €10,000 | - | - | - | - | | Member | €30,000 | €10,000 | €10,000 | €5,000 | €10,000 |
The Chairman of the Supervisory Board and the Vice Chairman of the Supervisory Board shall be entitled to their fee as Chairman and Vice Chairman respectively, along with the fee for being a member of the Supervisory Board. |
| C. | Important Notes about the Annual General Meeting |
| 1. | Timing The Annual General Meeting will start promptly at 09:00 CEST. Shareholders wishing to attend the meeting should arrive at the venue no later than 08:45 CEST. | | 2. | Location of Meeting The annual general meeting of the shareholders of the Company is to be held at the offices of Arendt & Medernach SA at 41A, Avenue John F. Kennedy, L-2082 Luxembourg. | | 3. | Questions about the Annual General Meeting If you have any questions about the Annual General Meeting, please contact the Company’s agent, Computershare Operations Center (“Agent”): Global Fashion Group S.A.
c/o Computershare Operations Center
Address: 80249 München
E-mail: anmeldestelle@computershare.de |
| D. | Availability of the documentation, attendance and voting procedure |
| 1. | Available information and documentation This convening notice is to be published in the RESA (Recueil Electronique des Sociétés et Associations), the Luxembourg newspaper, Luxemburger Wort, 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 for inspection by the shareholders at least until and including the day of the Annual General Meeting on the Company’s website at https://ir.global-fashion-group.com/annual-general-meeting/ and at the registered office of the Company as from 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 2024; | | - | the total number of common shares in issue 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 2024 (i.e. inter alia the annual report containing the financial year 2023 standalone and consolidated accounts); | | - | the management report; | | - | the independent auditor report on the Company’s standalone and consolidated accounts; | | - | 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 for the Management Board and Supervisory Board and the remuneration report for financial year 2023; | | - | the In-Person Attendance Declaration (as defined below); | | - | the Certificate of Holdings (as defined below); and | | - | the Proxy Form and Voting Form (both as defined below) to be used to vote by proxy or to vote by post. |
Shareholders may obtain without charge a copy of the full text of any of the above documents, and copies of the In-Person Attendance Declaration, the Certificate of Holdings, the Proxy Form and the Voting Form upon request to the Company’s Agent at anmeldestelle@computershare.de or download them from the Company’s website https://ir.global-fashion-group.com/annual-general-meeting/ | | 2. | Quorum and majority requirements There are no quorum requirements for the proposed resolutions 1 to 17 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 no vote is necessary. | | 3. | Share capital and voting rights At the time of convening the Annual General Meeting, the Company’s issued capital amounts to two million two hundred and fifty-six thousand, four hundred and twenty-nine euro and twelve cents (EUR 2,256,429.12), represented by two hundred twenty five million six hundred forty two thousand nine hundred and twelve (225,642,912) common shares with a nominal value of one cent (EUR 0.01) each. Each common share entitles the holder to one vote. | | 4. | Requirements for participating in the Annual General Meeting and exercising voting rights 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 at 23:59 CEST on 29 May 2024 (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. Therefore, any shareholder who holds one or more shares of the Company on the Record Date, registers for the Annual General Meeting (where applicable) and provides the Certificate of Holdings, shall be admitted to participate and vote at the Annual General Meeting, in person, by proxy or by way of written vote. | 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 in person or by representation through proxy or voting by post) shall provide proof of their shareholding on the Record Date. Proof of shareholding being a prerequisite for a shareholder to participate and vote in the Annual General Meeting, shareholders whose shares are held in book-entry form through the operator of a securities settlement system or with a professional depositary or sub-depositary designated by such depositary must submit a certificate from their depository bank or financial institution certifying the number of shares recorded in their account and evidencing their ownership of shares as at the Record Date (the “Certificate of Holdings”) the latest at 18:00 CEST on 7 June 2024. The right of the shareholder to participate and vote in the Annual General Meeting will only be completed and confirmed when the Certificate of Holdings is provided before the deadline established herein. The Certificate of Holdings shall be submitted in writing by e-mail to the Company’s Agent in the period from the Record Date until 18:00 CEST on 7 June 2024. | 4.3. | Attendance in person |
Shareholders are invited to attend the Annual General Meeting in person. Video conference will not be available. In order to be admitted to participate in person in the Annual General Meeting, any shareholder who has duly provided a Certificate of Holdings in accordance with Section 4.2 above or any duly appointed proxy holder, must submit a form (the “In-Person Attendance Declaration”) to the Company’s Agent in writing by e-mail no later than 18:00 CEST on 7 June 2024. Shareholders and proxy holders participating in the Annual General Meeting are asked to register at the reception desk upon arrival at the venue and will be required to provide proof of identity. No shareholder nor proxy holder will be admitted to the Annual General Meeting without carrying proof of identity. There will be a security check at the venue prior to admission to the meeting. Please try not to bring any large bags or suitcases with you to the Annual General Meeting, as they will delay admission. We ask you also not to bring cameras, laptop computers or other recorders. Mobile phones should be switched off from admission for the duration of proceedings. The venue has full wheelchair access. If you are hard of hearing and would like access to supportive facilities, or if you have a query about any other disability, please let us know in advance (via email at agm@global-fashion-group.com) so that we can make the appropriate arrangements. | 4.4. | Proxy voting representative |
To simplify the execution of their voting rights, the Company provides its shareholders the option of appointing a proxy voting representative named by the Company and bound by the instructions of the shareholder prior to the Annual General Meeting. Shareholders are able to appoint a proxy voting representative other than that named by the Company. One person may represent more than one shareholder. Shareholders who wish to vote via proxy must complete and sign a proxy form (the “Proxy Form”). To be valid, the completed and signed (including for the avoidance of doubt, signed pursuant to a valid, legal and binding power of attorney and/or signed electronically) Proxy Forms must be received by the Company’s Agent by e-mail, at 18:00 CEST on 7 June 2024, at the latest. Exercise of voting rights of shares in connection with duly filled and signed Proxy Forms received after 18:00 CEST on 7 June 2024, may not be admitted at the Annual General Meeting. If, pursuant to a signed Proxy Form as described above, shareholders appoint a person other than the person appointed by the Company as their proxy holder, please note that the proxy holder will need to provide a new Voting Form in the name and on behalf of the shareholder by 18:00 CEST on 7 June 2024. | 4.5. | Voting by correspondence |
Shareholders who do not wish to participate in person in the Annual General Meeting or appoint a proxy, and duly appointed proxy holders may exercise their voting rights by casting their votes by correspondence, using the forms provided by the Company to that effect (the “Voting Forms”). Only signed Voting Forms will be taken into account (including for the avoidance of doubt, signed pursuant to a valid, legal and binding power of attorney and/or signed electronically). To be valid, the Voting Forms or electronic votes must be received by the Company’s Agent by e-mail, latest at 18:00 CEST on 7 June 2024. Exercise of voting rights of shares in connection with duly filled and signed Voting Forms received after 18:00 CEST on 7 June 2024 may not be admitted at the Annual General Meeting. | | 5. | Shareholder Questions Shareholders that have correctly submitted their Certificate of Holdings shall have the opportunity to submit questions to the Company. Questions may be submitted in writing in advance of the Annual General Meeting and/or, if shareholders or a duly appointed proxy holder has submitted an In-Person Attendance Declaration as per Section 4.3 above, during the Annual General Meeting. Shareholders wishing to submit questions in advance of the Annual General Meeting, must submit their questions, along with their full name, by e-mail to the Company’s Agent at the latest by 18:00 CEST on 7 June 2024. Questions submitted after this deadline may not be answered and any questions submitted by other means will not be considered. The submitted questions will be answered at the reasonable discretion of the Company and the Company is not required to answer all questions. In particular, questions may be summarised, combined or separated. Reasonable questions may be selected in the interest of the other shareholders, and questions from shareholders’ associations and institutional investors with significant voting interests may be given preference. | | 6. | Submission of Revised Agenda Shareholders holding individually or collectively at least five per cent (5%) of issued share capital of the Company as at the Record Date are entitled to (i) request the addition of items to the agenda of the Annual General Meeting and (ii) to table draft resolutions for items included or to be included on the agenda of the Annual General Meeting. Such right must be exercised by sending such request by 23:59 CEST on 21 May 2024 at the latest to the e-mail address of the Company’s Agent. Such request will only be accepted by the Company provided it includes (i) the wording of the new requested agenda item, and (ii) the justification or the wording of the proposed resolution pertaining to the items included or to be included, and (ii) an e-mail address or a postal address to which the Company may confirm receipt of the request. Where the requests entail a new item in the agenda for the Annual General Meeting already communicated to the shareholders, the Company will publish a revised agenda before or on 28 May 2024 at the latest. Subject to compliance with the threshold notification obligations provided for by the Luxembourg law of 11 January 2008 on transparency requirements for issuers of securities, as amended, there is no limit to the maximum number of votes that may be exercised by the same person, whether in its own name or by proxy. The results of the vote will be published on the Company’s website within fifteen (15) days following the Annual General Meeting. | | 7. | Contact details of Agent The contact details of the centralising agent duly mandated by the Company to receive copies, followed by the original of the Certificate of Holdings, the Proxy Form, the Voting Form, the In-Person Declaration, proposals of additional agenda items and proposed resolutions pursuant to this convening notice are as follows: Global Fashion Group S.A.
c/o Computershare Operations Center
Address: 80249 München
E-mail: anmeldestelle@computershare.de |
Luxembourg, 26 April 2024 For the Management Board, Christoph Barchewitz
Chief Executive Officer & Member of the Management Board |
