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:
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the consolidated accounts for the financial year ended 31 December 2022 in their entirety, showing a consolidated net
loss
of
EUR 196.6 million
;
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the annual accounts for the financial year ended 31 December 2022 in their entirety, showing a net
loss
of
EUR 487.8 million
;
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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 2022 as follows:
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Results of the financial year 2022:
Loss of
EUR 487.8 million
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Losses brought forward:
EUR 2,380.3 million
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Shareholders are reminded that no vote is required for resolution 1.
Resolutions 5 to 7 - 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 2022.
Resolutions 8 to 13 - Discharge of Current and Former 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 2022.
Resolution 14 – Ratification of the Appointment and Approval of the Final Appointment of John Baker to the Supervisory Board
The Management Board proposes that the Annual General Meeting ratifies the appointment and approves the final appointment
of John Baker as member of the Supervisory Board.
In line with the German Corporate Governance Code, which the Company has voluntarily elected to comply with, John Baker is
deemed to be independent. Further, he does not have any personal or business relationships with either the Company, the governing
bodies of the Company or any shareholders with a material interest in the Company.
John Baker’s mandate shall expire at the general meeting of shareholders that resolves on the discharge for the exercise of
the Supervisory Board’s mandates for the financial year ending 31 December 2024, being the general meeting of shareholders
to be held in 2025.
John Baker possesses relevant knowledge, skills and professional experience to assist the Supervisory Board in fulfilling
its supervisory duties effectively. John Baker’s biographical information is available on the Company’s website at
https://ir.global-fashion-group.com/agm
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Resolution 15 – 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
2023.
Resolution 16 - Presentation of and advisory vote on the remuneration report for the financial year ended 31 December 2022
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 2022.
Resolution 17 - 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 15 June 2022, and submits it to an advisory vote of the Annual General Meeting as required by Article
7bis of the Luxembourg law of 1 August 2019 amending the Luxembourg law of 24 May 2011 on shareholders rights and which became
effective on 24 August 2019 (the “
Shareholders Rights Law
”).
The proposed changes relate to an adjustment to the short term incentive plan of the Management Board members, with the on-target
performance to be adjusted from 60% to 75% of base salary, resulting in the maximum payout opportunity of 90% to 115% of base
salary based on the achievement of the short term incentive plan metrics and targets for each of the Management Board members.
The proposed changes also include adjustments to the ratio mix of the remuneration components (fixed vs. variable and STI
vs LTI). Further, the proposed changes include some minor factual updates to bring the Remuneration Policy in line with the
Company’s Declaration of Compliance with the German Corporate Governance Code and removal of legacy references which have
ceased to be applicable. Lastly, more general technical updates are also included, such as clarifications around the use of
Restricted Stock Units, and the Supervisory Board’s ability to establish different performance metrics for the Management Board members for the variable compensation.
Resolution 18 – 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.
Resolution 19 – Restatement and renewal of the authorised capital of the Company, waiver of the preferential subscription
right of existing shareholders where expressly provided in the special report of the Management Board dated 1 May 2023 and
amendment of articles 6.1 and 6.2 of the articles of association of the Company
The Management Board proposes that the Annual General meeting acknowledges the special report of the management board dated
1 May 2023 and approves a restatement and renewal of the authorised capital of the Company, authorising the Management Board
to issue up to 215,642,339 common shares without reserving a preferential subscription right to the existing shareholders
of the Company.
The Management Board has utilised some, but not all, of the previously authorised capital in the best interests of the Company
and its shareholders and now wishes to restate and renew the Company’s authorised capital for a period of five (5) years from
the date of the Annual General Meeting. There is no numerical increase in the authorised capital of the Company in relation
to this renewal and restatement.
The Management Board would like to draw attention to the importance of the Company being able to act quickly and have flexibility
in increasing the share capital of the Company, according to the needs of the Company. The protracted procedure of convening
an extraordinary general meeting in order to offer shares to shareholders on a pre-emptive basis, as well as the resulting
publicity and costs involved in convening such an extraordinary general meeting, may be incompatible with the Company’s needs
and could result in missed opportunities for the Company.
As a result of the above, the Management Board proposes that the Annual General Meeting approve a renewal and restatement
of the Company's authorised capital, which, excluding the issued share capital, is set at two million one hundred fifty-six
thousand four hundred twenty-three euro and thirty-nine cents (EUR 2,156,423.39) represented by two hundred fifteen million
six hundred forty-two thousand three hundred thirty-nine (215,642,339) common shares having a nominal value of one cent (EUR
0.01) each, with the authorised capital lasting for a period of five (5) years from the date of the Annual General Meeting
with the possibility to issue up to one hundred nineteen million two hundred fifty-seven thousand three hundred thirty-nine
(119,257,339) shares new common shares without reserving a preferential right to subscribe to the shares issued for the existing
shareholders subject to the limitations set forth in the special report of the management board dated 1 May 2023 as may be
amended from time to time and it being understood, that any issuance of such instruments will reduce the available authorised
capital accordingly.
The Management Board also notes that the authorised capital allows the Management Board to issue new common shares without
reserving a preferential subscription rights to the shareholders to, among other things, convert or grant the right to convert
any present or future convertible instruments, including the 3,750 convertible bonds issued by the Company in March 2021 (to
the extent that such convertible bonds are outstanding), into shares issued by the Company, satisfy the Company’s obligations
under its management incentive plans and to use the authorised capital for general corporate purposes, including but not limited
to, raising funds required to meet the Company’s financing and refinancing needs without delay and seizing opportunities in
potential merger & acquisition transactions by enabling the Company to acquire shares and other assets on the best possible
terms at short notice. Without prejudice to the generality of the foregoing, the current intention of the Management Board
is to use the restated and renewed authorised capital for the purposes of satisfying future management incentive schemes.
The authorised capital shall apply to rights, options, warrants, convertible instruments and other securities, restricted
stock units, or other equity-based awards or rights to subscribe to or receive shares issued prior to the date of the Annual
General Meeting as well as apply, to the extent not used yet, to rights issued thereupon and in the future, notably under
any existing or future management incentive scheme or other contractual documentation entered into by the Company.
Finally, as a consequence of the above, articles 6.1 and 6.2 of the Company’s articles of association shall be amended and
shall read as follows:
“6.1 The Company's authorised capital, excluding the issued share capital, is set at two million one hundred fifty-six thousand
four hundred twenty-three euros and thirty-nine cents (EUR 2,156,423.39) represented by two hundred fifteen million six hundred
forty-two thousand three hundred thirty nine (215,642,339) common shares having a nominal value of one cent (EUR 0.01) each.
6.2 During a period of five (5) years from the date of any resolutions to create, renew or increase the authorised capital
pursuant to this article, the management board with the consent of the supervisory board, is hereby authorised to issue common
shares, rights, options, warrants, convertible instruments and other securities, restricted stock units, or other equity-based
awards or rights to subscribe to or receive shares or grant rights to convert instruments into shares (whether on a regulated
or unregulated market), for contributions in cash and/or in kind or via a conversion of existing reserves, within the limits
of the authorised capital to such persons and on such terms as set forth in the special report of the management board dated
1 May 2023 as may be amended from time to time on the authorised capital and specifically to proceed with the issue of up
to one hundred nineteen million two hundred fifty-seven thousand three hundred thirty-nine (119,257,339) common shares without
reserving a preferential right to subscribe to the shares issued for the existing shareholders subject to the limitations
set forth in the special report of the management board dated 1 May 2023 as may be amended from time to time and it being
understood, that any issuance of such instruments will reduce the available authorised capital accordingly.”
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