HomeToGo SE
Société européenne Registered office: 9, rue de Bitbourg L-1273 Luxembourg
R.C.S. Luxembourg: B 249273 (the "Company') CONVENING NOTICE
Notice is hereby given to the holders of shares of HomeToGo SE that an ANNUAL GENERAL MEETING
of shareholders will be held on 24 May 2022 at 10:00 am CEST (the 'AGM'). In accordance with the law of 23 September 2020 relating to measures on the holding of meetings in companies and other legal entities, as extended, the Company has decided to hold the AGM via video conference only, without any physical meeting that shareholders can attend. Therefore, shareholders wishing to participate in the AGM shall provide a proxy or voting form (in accordance with sections 'Voting Forms' and 'Representation'). At the AGM, the shareholders shall deliberate and vote on the following agenda: AGENDA
| 1. |
Presentation of the combined consolidated management report regarding the annual accounts of the Company and the consolidated financial statements for the financial year ended December 31, 2021. |
| 2. |
Presentation of the reports of the independent auditor (cabinet de révision agréé) of the Company regarding the annual accounts and the consolidated financial statements of the Company for the financial year ended December 31, 2021. |
| 3. |
Approval of the annual accounts of the Company for the financial year ended December 31, 2021. |
| 4. |
Acknowledgement of the loss of the Company made with respect to the financial year ended December 31, 2021, and resolution concerning the allocation of the results of the Company for the financial year ended December 31, 2021. |
| 5. |
Approval of the consolidated financial statements of the Company for the financial year ended December 31, 2021. |
| 6. |
Approval of the remuneration of the members of the Supervisory Board acting on committees. |
| 7. |
Presentation of and advisory vote on the remuneration report for the members of the Management Board and the Supervisory Board in the financial year 2021. |
| 8. |
Presentation of and advisory vote on the remuneration policy for the members of the Management Board and the Supervisory Board in the financial year 2022. |
| 9. |
Discharge (quitus) to Christoph Schuh, as member of the Supervisory Board, for the performance of his duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2021. |
| 10. |
Discharge (quitus) to Dr. Dirk Altenbeck, as member of the Supervisory Board, for the performance of his duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2021. |
| 11. |
Discharge (quitus) to Philipp Kloeckner, as member of the Supervisory Board, for the performance of his duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2021. |
| 12. |
Discharge (quitus) to Martin Reiter, as member of the Supervisory Board, for the performance of his duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2021. |
| 13. |
Discharge (quitus) to Susanne Sandler, as member of the Supervisory Board, for the performance of her duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2021. |
| 14. |
Discharge (quitus) to Thilo Semmelbauer, as member of the Supervisory Board, for the performance of his duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2021. |
| 15. |
Discharge (quitus) to Dr. Patrick Andrae, as member of the Management Board, for the performance of his duties as member of the Management Board for and in connection with the financial year ended December 31, 2021. |
| 16. |
Discharge (quitus) to Wolfgang Heigl, as member of the Management Board, for the performance of his duties as member of the Management Board for and in connection with the financial year ended December 31, 2021. |
| 17. |
Discharge (quitus) to Valentin Gruber, as member of the Management Board, for the performance of his duties as member of the Management Board for and in connection with the financial year ended December 31, 2021. |
| 18. |
Discharge (quitus) to Steffen Schneider, as member of the Management Board, for the performance of his duties as member of the Management Board for and in connection with the financial year ended December 31, 2021. |
| 19. |
Confirmation of discharge (quitus) given pursuant to the extraordinary general meeting of shareholders on September 13, 2021, to Dr. Klaus Hommels and Mr. Raymond Bär as members of the Supervisory Board, for the performance of their duties as members of the Supervisory Board for and in connection with the financial year ended December 31, 2021. |
| 20. |
Discharge (quitus) to Stefan Winners, Inga Schwarting, Luca Ellul and Marc Siepmann, as members of the Management Board, for the performance of their duties as members of the Management Board for and in connection with the financial year ended December 31, 2021. |
| 21. |
Renewal of the mandate of the independent auditor (cabinet de révision agréé) of the Company, Ernst & Young Luxembourg, represented by partner Yves Even, in relation to the annual accounts and the consolidated financial statements for the financial year ending on December 31, 2022. |
| 22. |
Decision to authorise the Management Board to acquire, subject to approval by the Supervisory Board, up to twenty percent (20%) of the total number of the Company's Class A Shares in issue at the date of this annual general meeting within a period of five (5) years as from the date hereof for a consideration, which may not exceed by more than twenty percent (20%) the fair market value of such Class A Shares consisting of the official closing price of the Class A Shares as reported on XETRA on the day preceding the day of the decision of the Management Board of the Company (or any of its delegates) to repurchase such Class A Shares and subject to the provisions of Luxembourg law and in particular paragraphs 2 to 4 of article 430-15 of the Luxembourg law of 10 August 1915 on commercial companies, as amended. |
Quorum and Majorities Pursuant to the Company's articles of association and the Luxembourg law dated 10 August 1915 on commercial companies, as amended, resolutions regarding items 4 to 24 of the agenda will be passed at a simple majority of the votes validly cast, regardless of the portion of capital represented, it being understood that items 8 and 9 constitute advisory votes only. Items 1 to 3 do not require any votes from the shareholders of the Company. Right to Amend the Content of the Agenda Pursuant to the Company's articles of association and the Luxembourg law of 24 May 2011 on certain rights of shareholders in listed companies, as amended (the 'Luxembourg Shareholders' Rights Law'), one or several shareholders representing at least five percent (5%) of the Company's share capital may request the adjunction of one or several items to the agenda of the AGM, provided that the request is accompanied by a justification of or draft resolution(s). Pursuant to Article 4 of the Luxembourg Shareholders' Rights Law and the Company's articles of association, such request and justification of or draft resolution(s) must be received at the Company's registered office by registered letter or by e-mail (to the attention of the Management Board, 9, rue de Bitbourg, L-1273 Luxemburg) or electronic means (to: agm@linkmarketservices.de) at least twenty-two (22) days prior to the date of the relevant general meeting of shareholders, i.e. by 2 May 2022 accompanied by a proof of the shareholding of such shareholder(s) and the address or e-mail address which the Company may use in order to deliver the acknowledgment of receipt of such request. The Company must acknowledge reception of such request within forty-eight (48) hours of receipt of such request. In case such request entails a modification of the agenda of the relevant general shareholders' meeting, the Company will make an amended agenda available at the latest fifteen (15) days prior to the date of the relevant general meeting, i.e. by 9 May 2022. Documents Copies of the proposals of the resolutions of the AGM (including the amended and restated articles of association of the Company) as well as the documents related to the aforementioned items on the agenda will be on display for inspection by the shareholders on the Company's website (http://www.ir.hometogo.de/agm) and at the registered office of the Company as from 22 April 2022. Upon request to the Centralizing Agent (agm@linkmarketservices.de), copies of the above-mentioned documents are going to be mailed to the shareholders. Share Capital of the Company The Company's share capital is set at two million four hundred forty-one thousand sixty-eight euro forty-five cents (EUR 2,441,068.45), represented by (i) two million two hundred ninety-one thousand six hundred sixty-seven (2,291,667) Class B2 Shares without nominal value, (ii) two million two hundred ninety-one thousand six hundred sixty-six (2,291,666) Class B3 Shares without nominal value, and (iii) one hundred twenty-two million five hundred fifty-five thousand six hundred forty-nine (122,555,649) class A shares without nominal value. Any reference made hereinafter to the 'shares' or a 'share' shall be construed as a reference to the Class A Shares and/or the Class B Shares, depending on the context and as applicable. The same construction applies to any reference made hereinafter to the 'shareholders' or a 'shareholder' of the Company. Each share entitles the holder thereof to one vote. Right to Participate in the AGM According to Article 5 of the Luxembourg Shareholders' Rights Law, the record date for general meetings of shareholders of listed companies incorporated under the laws of the Grand Duchy of Luxembourg has been set at fourteen (14) days prior to the date of the corresponding general shareholders' meeting. Therefore, any shareholder who holds one or more shares of the Company on 10 May 2022 at 12.00 am (midnight) CEST (the "Record Date") and registers for the AGM (please see below section 'Registration for the AGM') and provides the certificate specified below, shall be admitted to participate and vote at the AGM. Registration for the AGM If you wish to participate in the AGM, please register for the AGM. Shareholders wishing to participate in the AGM must register for the AGM by submitting their registration to the Centralizing Agent of the Company or the Company at the address referred to below by mail, e-mail or in any other form, and in particular by any other electronic means by 10 May 2022 at 12.00 am (midnight) CEST. Registration forms are also provided on the website of the Company (http://www.ir.hometogo.de/agm) which may be used. Shareholders having registered for the AGM must provide a proxy or voting form in case they do wish to vote in the AGM by 19 May 2022 at 6.00 pm CEST (see below section 'Voting Form'). In addition to the aforementioned registration, to participate and vote in the AGM, such 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 certifying the number of shares recorded in their account on the Record Date (the 'Certificate of Holdings') by mail or by email to the Centralizing Agent in the period from 10 May 2022 at 12.00 am (midnight) CEST until 19 May 2022 at 6.00 pm CEST or confirm such holding in any other form, and in particular electronically, to the Centralizing Agent. To participate and vote in the AGM, Class B Shareholders shall submit a copy of their registration in the share register by mail or by email in the period from 10 May 2022 at 12.00 am (midnight) CEST until 19 May 2022 at 6.00 pm CEST to the Centralizing Agent of the Company, being: HomeToGo SE
c/o Link Market Services GmbH
Landshuter Allee 10
80637 Munich Germany
Fax: +49 (0) 89 210 27 - 289
E-Mail: agm@linkmarketservices.de Voting Forms Shareholders having registered for the AGM may cast their votes by sending a voting form to the Centralizing Agent by mail, e-mail or in any other form, and in particular by any other electronic means made available by the Company no later than on 19 May 2022 at 6.00 pm CEST (see above sections 'Registration for the AGM' and 'Right to Participate in the AGM' for requirements to participate in the AGM). Voting forms provided by the Company on its website (http://www.ir.hometogo.de/agm) may be used and if used, 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). Shareholders having submitted a voting form and registered in due time but who wish to revoke such voting form may do so by timely providing a later dated voting or proxy form or cancelling the voting form in writing to the Centralizing Agent of the Company at the address referred to above. Only the last voting or proxy form received by the Centralizing Agent and/or the Company before 19 May 2022 at 6.00 pm CEST will be considered. Representation In the event that any shareholder appoints another person as his/her proxy to vote on his/her behalf, the completed and executed proxy must be submitted by mail, e-mail or in any other form, and in particular by any other electronic means made available by the Company to the Centralizing Agent of the Company no later than on 19 May 2022 at 6.00 pm CEST (see above sections 'Registration for the AGM' and 'Right to Participate in the AGM' for requirements to participate in the AGM). Proxy forms provided on the website of the Company (http://www.ir.hometogo.de/agm) may be used and if used, only signed proxy 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). One person may represent more than one shareholder. Shareholders having submitted a proxy form and registered in due time but who wish to revoke such proxy form may do so by timely providing a later dated proxy or voting form or by cancelling the proxy form in writing to the Centralizing Agent of the Company at the address referred to above. Only the last voting or proxy form received by the Centralizing Agent and/or the Company before 19 May 2022 at 6.00 pm CEST will be considered. If, pursuant to a signed proxy form as described above, shareholders appoint a person other than the Centralizing Agent as their proxyholder, please note that the proxyholder will need to provide a new voting form in accordance with section 'Voting Forms' in the name and on behalf of the shareholder. Attendance by video conference Each shareholder having registered for the AGM and having provided a Certificate of Holdings in accordance with sections 'Registration for the AGM' can attend by video conference call and vote at the AGM through proxy or voting form (in accordance with sections 'Voting Forms' and 'Representation'). It is important to note that shareholders will not be able to express their vote directly during the video conference call. Therefore, shareholders wishing to participate in the AGM shall in advance provide a proxy or voting form (in accordance with sections 'Voting Forms' and 'Representation'). Shareholders having registered for the AGM and having provided a Certificate of Holdings in accordance with sections 'Registration for the AGM' will receive video conference call details to enable them to attend the AGM by video call. Shareholder Questions Duly registered shareholders that have correctly submitted their proof of shareholding (see above sections 'Registration for the AGM' and 'Right to Participate in the AGM') shall have the opportunity to submit questions to the Company. All questions must be submitted in writing in advance of the AGM. Shareholders must submit questions, along with their full name, via e-mail to the following address: agm@linkmarketservices.de Questions submitted by the shareholders must be received in writing at the latest on 19 May 2022 at 6.00 pm CEST. 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. Language The AGM will be held in English language.
Luxembourg, 22 April 2022 For the Management Board of the Company.
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Dr. Patrick Andrae
Chief Executive Officer |
Steffen Schneider
Chief Financial Officer |
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