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Invitation to the Annual General Meeting (PDF)

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Invitation to the Annual General Meeting (PDF) This is a convenience translation from the original document available in German. The text in German is authoritative. artnet AG Berlin ISIN DE000A1K0375 / WKN A1K037 Invitation to the Annual Shareholders’ Meeting 2020 We cordially invite the shareholders* of our Company to the Annual Shareholders’ Meeting of artnet AG, Berlin, which will take place on Tuesday, December 15, 2020, at 10 a.m. CET (9 a.m. UTC), as a virtual annual meeting without physical presence of shareholders or their proxies. The shareholders as well as their proxies (with the exception of the proxies appointed by the company) are not entitled or able to attend at the place of the Annual Shareholders‘ Meeting. According to the Act on Measures in Company Law, Cooperative Law, Association Law, Foundation and Condominium Law to Combat the Effects of the COVID-19 Pandemic (COVID-19 Act) (Art. 2 of the Act on the Mitigation of the Consequences of the COVID-19 Pandemic in Civil, Insolvency and Criminal Law, German Federal Law Gazette I 2020, p. 569), the entire Annual Shareholders’ Meeting, with the consent of the Supervisory Board, will be broadcast live on the Internet for registered shareholders and their proxies. This transmission does not enable participation in the Annual Shareholder’s Meeting within the meaning of section 118 paragraph 1 clause 2 of the German Stock Corporation Act (Aktiengesetz – AktG). Shareholders and their proxies may only exercise their voting rights by electronic communication (absentee voting) or by granting power of attorney to the proxies appointed by the Company. The company’s headquarters, Oranienstraße 164, 10969 Berlin, Germany, is the location of the Annual General Meeting within the meaning of the AktG. The Annual General Meeting is convened by the Management Board of artnet AG (with the consent of the Supervisory Board) in its own right. In addition, it also takes into account a written request of the shareholder Weng Fine Art AG dated September 2, 2020, pursuant to sec. 122 para. 1 AktG, which covers items 1 to 6 of the following agenda and has submitted own election or resolution proposals (only) for items 5 to 6 of the following agenda (attached there as items 5.2 and 6.2). * Here and in the following male / female / divers. - 2 - I. Agenda ITEM 1: Presentation of the adopted annual financial statements and the approved consolidated financial statements for the fiscal year 2019, the management report of the Company and the Group management report including the explanatory report on the disclosures pursuant to sections 289a para. 1, 315a para. 1 of the German Commercial Code (Handelsgesetzbuch – HGB) for the fiscal year 2019 as well as the report of the Supervisory Board for the fiscal year 2019 The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Management Board. The annual financial statements have thus been adopted. No resolution will therefore need to be passed by the Shareholders’ Meeting with regard to this item on the agenda. The above mentioned documents are available to the shareholders on the website http://www.artnet.com/investor-relations/annual-shareholders-meeting. ITEM 2: Resolution to grant discharge to the members of the Management Board for the 2019 fiscal year The Management Board and the Supervisory Board propose granting discharge to the members of the Management Board in office in the 2019 fiscal year for this period. ITEM 3: Resolution to grant discharge to the members of the Supervisory Board for the 2019 fiscal year The Management Board and the Supervisory Board propose granting discharge to the members of the Supervisory Board in office in the 2019 fiscal year for this period. The chairman of the Supervisory Board, who also chairs the Shareholders’ Meeting in accordance with the Articles of Association, intends to execute the resolution upon the discharge of the members of the Supervisory Board individually. ITEM 4: Resolution on the election of the auditor for the 2020 fiscal year The Supervisory Board proposes the election of Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Hamburg, as auditor of the annual and the consolidated financial statements for the fiscal year 2020 and as auditor for the potential review of interim financial reports prepared until the Annual Shareholders’ Meeting 2021. - 3 - ITEM 5: Elections to the Supervisory Board Pursuant to sec. 95, 96 para. 1, 101 para.1, 111 para.5 AktG and pursuant to sec. 11 para. 1 of the Articles of Association of artnet AG, the Supervisory Board is composed of three members to be elected by the Shareholders’ Meeting. The terms of all current members of the Supervisory Board will end with the conclusion of the Annual Shareholders’ Meeting on December 15, 2020, making a new election necessary. 5.1 The Supervisory Board proposes to elect the following candidates as members of the Supervisory Board: a) Mr. Hans Neuendorf, Berlin, Germany, independent art dealer, member of the management board of Galerie Neuendorf AG. The election becomes effective upon the conclusion of this Annual Shareholders’ Meeting until the conclusion of the Annual Shareholders’ Meeting that resolves on the discharge for the 2021 fiscal year. Mr. Neuendorf is neither a member of any other statutory supervisory board nor of a comparable supervisory body in Germany or abroad. Mr. Neuendorf is currently the chairman of the Supervisory Board of artnet AG and, furthermore, member of the management board and significant shareholder of Galerie Neuendorf AG, which is a 27.06% shareholder of artnet AG. Mr. Neuendorf has a family relationship to Jacob Pabst, sole member of the Management Board of artnet AG. Furthermore, there is a consultancy agreement between Galerie Neuendorf AG and artnet AG with a term until August 2021 with regard to certain activities that are not covered by the Supervisory Board mandate. Apart from that, in the opinion of the Supervisory Board, Mr. Neuendorf does not have any other personal or business relationships with artnet AG or its Group companies, the governing bodies of artnet AG or any major shareholder of artnet AG which shall be disclosed in accordance the German Corporate Governance Code. In the opinion of the Supervisory Board, Mr. Neuendorf is able to commit the time expected to be needed for his work as member of the Supervisory Board of artnet AG. b) Mr. Dr. Pascal Decker, Berlin, Germany, independent attorney. The election becomes effective upon the conclusion of this Annual Shareholders’ Meeting until the conclusion of the Annual Shareholders’ Meeting that resolves on the discharge for the 2021 fiscal year. - 4 - In addition to his membership in the Supervisory Board of artnet AG, Dr. Decker is Chairman of the Supervisory Board of Aktiengesellschaft TOKUGAWA (in liquidation). Dr. Decker is not a member of a comparable supervisory body in Germany or abroad. In the opinion of the Supervisory Board, Dr. Decker is able to commit the time expected to be needed for his work as member of the Supervisory Board of artnet AG and, with the exception of his mandate as member of the Supervisory Board of artnet AG, does not have any personal or business relationships with artnet AG or its Group companies, the governing bodies of artnet AG or any major shareholder of artnet AG which shall be disclosed in accordance with the German Corporate Governance Code. c) Prof. Dr. Michaela Diener, Berlin, Germany, Art historian and professor of art and design history. The election becomes effective upon the conclusion of this Annual Shareholders’ Meeting until the conclusion of the Annual Shareholders’ Meeting that resolves on the discharge for the 2021 fiscal year. Prof. Dr. Michaela Diener is neither a member of any other statutory Supervisory Board nor of a comparable supervisory body in Germany or abroad. In the opinion of the Supervisory Board, Prof. Dr. Diener is able to commit the time expected to be needed for her work as member of the Supervisory Board of artnet AG and, with exception from her mandate as member of the Supervisory Board of artnet AG, does not have any personal or business relationships with artnet AG or its Group companies, the governing bodies of artnet AG or any major shareholder of artnet AG which shall be disclosed in accordance with the German Corporate Governance Code. The CVs of the above-mentioned candidates with further details of their respective relevant knowledge, skills and experience are available on http://www.artnet.com/investor-relations/annual-shareholders-meeting and are also attached at the end of this invitation. The election proposals take into account the objectives adopted by the Supervisory Board’s for its composition in accordance with to the German Corporate Governance Code and seek to fulfil the competence profile developed by the Supervisory Board for the entire Board. All candidates proposed for election are familiar with the sector in which the Company operates. It is intended that the Shareholders’ Meeting decides by way of separate ballot on the election of the new members of the Supervisory Board. - 5 - If elected to the Supervisory Board, Mr. Neuendorf intends to run for the chairmanship of the Supervisory Board. 5.2 In opposition to this, the shareholder Weng Fine Art AG proposes to elect a) Mr. Christian W. Röhl, Berlin, entrepreneur/investor as well as b) Mr. Rüdiger K. Weng, Düsseldorf, sole member of the Management Board of Weng Fine Art AG, as members of the Supervisory Board. With regard to additional information on Mr. Röhl and Mr. Weng, the shareholder Weng Fine Art AG refers in its written request to convene the Annual General Meeting of September 2, 2020, to an earlier letter dated August 13, 2020, with countermotions and election proposals for the Annual General Meeting (originally) scheduled for September 2, 2020.
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