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Fielmann : AGM Invitation
Fielmann : AGM
About this update from Fielmann Group Ag
FIELMANN GROUP AG, HAMBURG ISIN DE0005772206 INVITATION TO THE ANNUAL GENERAL MEETING 2025 2 Overview with information pursuant to Section 125 (1) and Section (5) of the German Stock Corporation Act (AktG) in conjunction with Art. 4 (1), Table 3 of the Annex to Implementing Regulation (EU) 2018/1212 Contents of the notification Unique identifier for the event: 2025 Annual General Meeting of Fielmann Group AG; format as per Implementing Regulation (EU) 2018/1212: FIE072025oHV Type of notification: convocation of the Annual General Meeting; format as per Implementing Regulation (EU) 2018/1212: NEWM Information on the issuer ISIN: DE0005772206 Name of issuer: Fielmann Group AG Information on the Annual General Meeting Date of the Annual General Meeting: July 10, 2025; format as per Implementing Regulation (EU) 2018/1212: 20250710 Time of the Annual General Meeting: 10:00 a.m. (CEST); format as per Implementing Regulation (EU) 2018/1212: 08:00 a.m. UTC (Coordinated Universal Time) Type of the Annual General Meeting: Annual General Meeting to be attended in person by shareholders or their representatives (attendees physically present); format as per Implementing Regulation (EU) 2018/1212: GMET Location of the Annual General Meeting: Barclays Arena, Sylvesterallee 10, 22525 Hamburg, Germany Record date: June 18, 2025, midnight CEST; format as per Implementing Regulation (EU) 2018/1212: 20250618; 10:00 p.m. UTC URL for website for Annual General Meeting: https://www.fielmann-group.com/ hv2025 Further information on the convocation of the Annual General Meeting (blocks D to F in Table 3 of the Annex to Implementing Regulation [EU] 2018/1212) regarding participation in the Annual General Meeting (block D), the agenda (block E) and details on deadlines for exercising other shareholder rights (block F) can be found on the company's website at https://www.fielmann-group.com/hv2025 . 3 Invitation to the Annual General Meeting We hereby invite our shareholders to the Annual General Meeting to be held at Barclays Arena, Sylvesterallee 10, 22525 Hamburg, at 10:00 a.m. CEST on Thursday, July 10, 2025. Agenda Presentation of the approved annual financial statements of Fielmann Group AG, the approved consolidated financial statements of the combined Management Report for Fielmann Group AG and the Fielmann Group, the Supervisory Board's report for financial year 2024 and the Management Board's report explaining the information in accordance with Sections 289a and 315a of the German Commercial Code (HGB) The Supervisory Board endorsed the annual financial statements and consolidated financial statements prepared by the Management Board on April 17, 2025. As a result, the annual financial statements have been approved in accordance with Section 172 of the AktG. There is therefore no legal requirement for the Annual General Meeting to pass a resolution on this item of the agenda and there is no intention to do so for this reason. The documents listed under this item of the agenda and the Management Board's proposal for the appropriation of the distributable profit can be found on the com-pany's website at https://www.fielmann-group.com/hv2025 . They will also be made available and explained to the Annual General Meeting. Resolution on the appropriation of the distributable profit The Management Board and Supervisory Board propose the following resolution: That the distributable profit of Fielmann Group AG in financial year 2024 of € 96,600,000 be appropriated as follows: Distribution to shareholders = € 96,553,029.40 (= payout of a dividend of € 1.15 per dividend-bearing share) Profits carried forward to new account = € 46,970.60 Distributable profit = € 96,600,000.00 The aforementioned proposed appropriation of profits takes into account treasury shares held by the company at the time of convocation, which are not dividend-bear-ing pursuant to Section 71b of the AktG. The number of dividend-bearing shares may change by the time of the Annual General Meeting. In this event, a correspondingly adjusted proposal for the appropriation of profit will be presented to the Annual General Meeting at an unchanged payout of € 1.15 per dividend-bearing share. Pursuant to Section 58 (4) sentence 2 of the AktG, the claim to the dividend will be due on the third business day following the Annual General Meeting resolution, i.e., on July 15, 2025. 4 Resolution on the approval of the actions of the Management Board members for financial year 2024 The Management Board and Supervisory Board propose approving the actions of the Management Board members in office in financial year 2024 for this period. Resolution on the approval of the actions of the Supervisory Board members for financial year 2024 The Management Board and Supervisory Board propose approving the actions of the Supervisory Board members in office in financial year 2024 for this period. Choice of auditor for Fielmann Group AG and the Fielmann Group for financial year 2025 On the recommendation of the Audit Committee, the Supervisory Board proposes appointing PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, as the auditor for Fielmann Group AG and the Fielmann Group for financial year 2025. The Audit Committee declared in its recommendation that the recommendation was free of any undue influence from third parties and that no clause of the type referred to in Article 16 (6) of the EU Statutory Audit Regulation restricting the choice of auditors available to the Annual General Meeting had been imposed on it. Choice of auditor of the Corporate Social Responsibility Report for Fielmann Group AG and the Fielmann Group for financial year 2025 The appointment of an auditor of the Corporate Social Responsibility Report by the Annual General Meeting is a precaution taken in the context of Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting, which is to be implemented in German law. Because no legislation implementing the Corporate Sustainability Reporting Directive in German law has yet taken effect at the time of submission of this convocation to the Federal Gazette, the choice of auditor for corporate sustainability reporting is proposed as a precaution in case the Annual General Meeting should be required to make such a choice. On the recommendation of the Audit Committee, the Supervisory Board proposes appointing PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, as the auditor of the Corporate Social Responsibility Report for Fielmann Group AG and the Fielmann Group for financial year 2025. The Audit Committee declared in its recommendation that the recommendation was free of any undue influence from third parties and that no clause of the type referred to in Article 16 (6) of the EU Statutory Audit Regulation restricting the choice of auditors available to the Annual General Meeting had been imposed on it. Elections to the Supervisory Board At the end of the Annual General Meeting on July 10, 2025, the terms of office of all shareholder representatives on the Supervisory Board will expire, which means that elections will need to be held. In accordance with Sections 96 (1) first alternative and 101 (1) of the AktG, Sections 1 (1), 5 (1) sentence 1 and Section 7 (1) sentence 1 no. 2 of the German Codetermina-tion Act (MitbestG) and Section 8 (1) of the Articles of Association, the Supervisory Board comprises sixteen members, of whom eight members are elected by the 5 shareholders (shareholder representatives) as per the directives of the AktG and eight other members are elected by the employees (employee representatives) as per the directives of the MitbestG. In addition, at least 30% of the Supervisory Board must be men and at least 30% women (minimum ratio) in line with Section 96 (2) sentence 1 of the AktG. For this election, a majority of shareholder representatives and a majority of employee representatives have voted to object to joint fulfillment of the minimum ratio and submitted that resolution to the Chair of the Supervisory Board. Consequently, the shareholders and the employees are each separately required to appoint at least two men and at least two women to the Supervisory Board in order to comply with the minimum ratio. The following proposed resolution fulfills the minimum ratio requirement as per Section 96 (2) sentence 1 of the AktG. KORVA SE, headquartered in Berlin, which has a total of approximately 51.19% of the voting rights in Fielmann Group AG, has proposed to the Supervisory Board of Fielmann Group AG, in line with Section 100 (2) sentence 1 no. 4, second half of sentence, of the AktG to elect Georg Alexander Zeiss to the Supervisory Board. The Supervisory Board endorses this proposal on the recommendation of the nominating committee. On the recommendation of the nominating committee, the Supervisory Board proposes the election of the following persons to the Supervisory Board as shareholder representatives with effect from the end of the Annual General Meeting on July 10, 2025: Mark K. Binz, lawyer and partner at Sozietaet Binz & Partner (Stuttgart), resident in Stuttgart. Christian W. E. Haub, managing partner of Tengelmann Twenty-One KG (Munich), resident in Munich. Lara Kufferath, CEO of GKD - Gebr. Kufferath AG (Düren), resident in Cologne. Carolina Mueller-Moehl, president of the Administrative Board of Mueller-Moehl Group (Zurich), resident in Zurich. Marie-Christine Ostermann, managing partner of Rullko Grosseinkauf GmbH & Co. KG (Hamm), resident in Hamm. Pier Paolo Righi, CEO & president of Karl Lagerfeld International B.V. (Amsterdam), resident in Amsterdam. Sarna Marie Elisabeth Roeser, member of the Management Board of FAIR VC GmbH (Mundelsheim), resident in Mundelsheim. Georg Alexander Zeiss, managing director of INTEROPTIK-Verwaltungs-GmbH (Hamburg) and member of the Management Board of KORVA SE (Berlin), resident in Ahrensburg. Appointment is for the time up to the end of the Annual General Meeting that adopts a resolution regarding the approval of the management's actions taken in the fourth financial year following the start of the term of office.