AUTO1 Group SE

Information pursuant to Section 125 (1) in conjunction with Section 125 (5) German Stock Corporation Act (AktG), Article 4 (1), Table 3

of the Annex of the Commission Implementing Regulation (EU) 2018/1212

Type of information

Description

A. Specification of the message

1.

Unique identifier of the event

Annual General Meeting of AUTO1 Group SE in 2024

In the format required by the Commission Implementing Regulation (EU) 2018/1212:

d0c999478601ef11b53300505696f23c

2.

Type of message

Notice of the Annual General Meeting

In the format required by the Commission Implementing Regulation (EU) 2018/1212: NEWM

B. Specification of the issuer

1.

ISIN

DE000A2LQ884, DE000A4BGG70

2.

Name of issuer

AUTO1 Group SE

C. Specification of the meeting

1.

Date of the General Meeting

June 6, 2024

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240606

2.

Time of the General Meeting

10:00 hours (CEST)

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 08:00 UTC

3.

Type of General Meeting

Annual General Meeting as virtual General Meeting without physical presence of the

shareholders or their proxies

In the format required by the Commission Implementing Regulation (EU) 2018/1212: GMET

4.

Location of the General Meeting

URL of the virtual General Meeting:

https://ir.auto1-group.com/agm

Venue of the Annual General Meeting within the meaning of the German Stock Corporation Act

are the business premises of the Grünebaum Gesellschaft für Event Logistik mbH ("The Burrow

Berlin"), Karl-Heinrich-Ulrichs-Straße 22/24 / Lützowplatz 15, 10785 Berlin, Germany

5.

Record Date

Record Date within the meaning of section 123 (4) AktG: May 15, 2024, 24:00 (CEST)

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240515,

22:00 UTC

6.

Uniform Resource Locator (URL)

https://ir.auto1-group.com/agm

D. Participation* in the general meeting - exercise of voting rights by electronic absentee voting

1.

Method of participation by

Exercise of voting rights by electronic absentee voting

shareholder

In the format required by the Commission Implementing Regulation (EU) 2018/1212: EV

2.

Issuer deadline for the notification of

Registration for the General Meeting until May 30, 2024, 24:00 hours (CEST)

participation

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240530;

22:00 UTC

3.

Issuer deadline for voting

For the absentee voting via the AGM Portal: June 6, 2024, until the relevant point in time for the

respective vote as announced by the chairman of the meeting at the latest

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240606;

until the relevant point in time for the respective vote as announced by the chairman of the

meeting at the latest

D. Participation* in the general meeting - participation* by proxy

1.

Method of participation by

Granting proxy to third persons

shareholder

Exercise of voting rights by granting proxy and instructions to the proxies designated by the

Company

In the format required by the Commission Implementing Regulation (EU) 2018/1212: PX

2.

Issuer deadline for the notification of

Registration for the General Meeting until May 30, 2024, 24:00 hours (CEST)

participation

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240530;

22:00 UTC

3.

Issuer deadline for voting

Granting or revocation of the proxy to a third person by declaration vis-à-vis the Company or

submission of proof of a proxy declared vis-à-vis the third person or its revocation, in each case

by post or email: June 5, 2024, 24:00 hours (CEST)

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240605;

22:00 UTC

Granting or revocation of the proxy to a third person by declaration vis-à-vis the Company (except

for a proxy to a bank or another intermediary, a shareholders' association, a proxy advisor or any

other person or association of persons equivalent to an intermediary pursuant to Section 135 (8)

AktG), in each case via the AGM Portal: June 6, 2024, until the relevant point in time for the

respective vote as announced by the chairman of the meeting at the latest

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240606;

until the relevant point in time for the respective vote as announced by the chairman of the

meeting at the latest. Voting rights may only be exercised by electronic absentee vote or by

issuing proxy and instructions to the proxies designated by the Company.

For the granting of authorization and voting instructions to the proxies designated by the

Company by post or email: June 5, 2024, 24:00 hours (CEST)

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240605;

22:00 UTC

For the granting of authorization and voting instructions to the proxies designated by the

Company via the AGM Portal: June 6, 2024, until the relevant point in time for the respective

vote as announced by the chairman of the meeting at the latest

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240606;

until the relevant point in time for the respective vote as announced by the chairman of the

meeting at the latest

E. Agenda - agenda item 1

1.

Unique identifier of the agenda item

1

2.

Title of the agenda item

Presentation of the adopted annual financial statements and the approved consolidated financial

statements of AUTO1 Group SE and the combined management and Group management report

for AUTO1 Group SE, including the notes to the disclosures pursuant to sections 289a and 315a of

the German Commercial Code and the report of the Supervisory Board, each for the financial year

2023

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

n/a

5.

Alternative voting options

n/a

E. Agenda - agenda item 2

1.

Unique identifier of the agenda item

2

2.

Title of the agenda item

Resolution on the discharge of the members of the Management Board of AUTO1 Group SE for

the financial year 2023

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Binding vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

E. Agenda - agenda item 3

1.

Unique identifier of the agenda item

3

2.

Title of the agenda item

Resolution on the discharge of the members of the Supervisory Board of AUTO1 Group SE for the

financial year 2023

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Binding vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

E. Agenda - agenda item 4.1

1.

Unique identifier of the agenda item

4.1

2.

Title of the agenda item

Resolution on the appointment of the auditor for the financial year 2024 and the auditor for a

review or audit of interim financial reports or financial information -

Auditor for the Company and the Group for the financial year 2024

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Binding vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

E. Agenda - agenda item 4.2

1.

Unique identifier of the agenda item

4.2

2.

Title of the agenda item

Resolution on the appointment of the auditor for the financial year 2024 and the auditor for a

review or audit of interim financial reports or financial information -

Auditor for any review or audit of the Company's interim financial reports and financial

information for the financial year 2024

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Binding vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

E. Agenda - agenda item 4.3

1.

Unique identifier of the agenda item

4.3

2.

Title of the agenda item

Resolution on the appointment of the auditor for the financial year 2024 and the auditor for a

review or audit of interim financial reports or financial information -

Auditor for any review or audit of the Company's interim financial reports and financial

information for the financial year 2025 in the period until the next Annual General Meeting in

2025

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Binding vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

E. Agenda - agenda item 5

1.

Unique identifier of the agenda item

5

2.

Title of the agenda item

Resolution on the approval of the Remuneration Report

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Advisory vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: AV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

E. Agenda - agenda item 6.1

1.

Unique identifier of the agenda item

6.1

2.

Title of the agenda item

Resolution on the election of new members of the Supervisory Board -

Mr. Hakan Koç

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Binding vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

E. Agenda - agenda item 6.2

1.

Unique identifier of the agenda item

6.2

2.

Title of the agenda item

Resolution on the election of new members of the Supervisory Board -

Ms. Sylvie Mutschler-von Specht

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Binding vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

E. Agenda - agenda item 6.3

1.

Unique identifier of the agenda item

6.3

2.

Title of the agenda item

Resolution on the election of new members of the Supervisory Board -

Ms. Anne Claudia Frese

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Binding vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

E. Agenda - agenda item 6.4

1.

Unique identifier of the agenda item

6.4

2.

Title of the agenda item

Resolution on the election of new members of the Supervisory Board -

- Mr. Christian Miele

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Binding vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

E. Agenda - agenda item 7

1.

Unique identifier of the agenda item

7

2.

Title of the agenda item

Resolution on the cancellation of the existing Authorized Capital 2021 and the creation of a new

authorized capital with the exclusion of preemptive rights and with authorization to exclude

preemptive rights and on the corresponding amendment of the Articles of Association

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Binding vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

E. Agenda - agenda item 8

1.

Unique identifier of the agenda item

8

2.

Title of the agenda item

Resolution on the cancellation of the existing authorization and the granting of a new

authorization for the acquisition of treasury shares and their utilization, including the

authorization for the redemption of acquired treasury shares and capital reduction as well as for

the exclusion of preemptive rights

3.

Uniform Resource Locator (URL) of the

https://ir.auto1-group.com/agm

materials

4.

Vote

Binding vote

In the format required by the Commission Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favor, vote against, abstention

In the format required by the Commission Implementing Regulation (EU) 2018/1212: VF, VA, AB

1. Object of deadline
2. Applicable issuer deadline

F. Specification of the deadlines regarding the exercise of other shareholders rights - additional agenda items

1.

Object of deadline

Request for additional agenda items

2.

Applicable issuer deadline

May 6, 2024, 24:00 hours (CEST)

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240506;

22:00 UTC

F. Specification of the deadlines regarding the exercise of other shareholders rights - counter-motions

1.

Object of deadline

Submission of counter-motions opposing certain agenda items

2.

Applicable issuer deadline

May 22, 2024, 24:00 hours (CEST)

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240522;

22:00 UTC

Counter-motions may also be submitted during the virtual meeting as part of the speech

F. Specification of the deadlines regarding the exercise of other shareholders rights - election proposals

1.

Object of deadline

Submission of election proposals for elections provided for in the agenda

2.

Applicable issuer deadline

May 22, 2024, 24:00 hours (CEST)

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240522;

22:00 UTC

Election proposals may also be submitted during the virtual meeting as part of the speech

F. Specification of the deadlines regarding the exercise of other shareholders rights - submit statements

1.

Object of deadline

Submission of statements by shareholders duly registered for the meeting or their

representatives by way of electronic communication

2.

Applicable issuer deadline

May 31, 2024, 24:00 hours (CEST)

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240531;

22:00 UTC

F. Specification of the deadlines regarding the exercise of other shareholders rights - right to speak (including the right to submit motions

and election proposals and to obtain information, in each case as part of the speech)

1. Object of deadline

Right to speak at the General Meeting by means of video communication for shareholders or

their representatives who are electronically connected to the meeting

Motions and election proposals pursuant to Section 118a (1) sentence 2 no. 3 AktG as well as any

types of requests for information pursuant to Section 131 AktG may be part of the speech

It is intended that the chairman of the meeting determines pursuant to Section 131 (1f) AktG

during the virtual meeting that the right to obtain information pursuant to section 131 AktG may

be exercised only by means of video communication

2. Applicable issuer deadline

On June 6, 2024, during the General Meeting until the point in time as determined by the

chairman of the meeting

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240606;

during the General Meeting until the point in time as determined by the chairman of the meeting

F. Specification of the deadlines regarding the exercise of other shareholders rights - submission of request pursuant to Section 131 (4)

sentences 1 and 2 AktG

1.

Object of deadline

Submission of request pursuant to Section 131 (4) sentences 1 and 2 AktG by way of electronic

communication

2.

Applicable issuer deadline

On June 6, 2024, during the General Meeting until the point in time as determined by the

chairman of the meeting

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240606;

during the General Meeting until the point in time as determined by the chairman of the meeting

F. Specification of the deadlines regarding the exercise of other shareholders rights - submission of request pursuant to Section 131 (5)

sentences 1 and 2 AktG

1.

Object of deadline

Submission of request pursuant to Section 131 (5) sentences 1 and 2 AktG by way of electronic

communication

2.

Applicable issuer deadline

On June 6, 2024, during the General Meeting until its end

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240606;

during the General Meeting until its end

F. Specification of the deadlines regarding the exercise of other shareholders rights - filing of objections

Filing of objections against resolutions passed by the General Meeting by way of electronic communication

June 6, 2024, from the beginning of the General Meeting until its end

In the format required by the Commission Implementing Regulation (EU) 2018/1212: 20240606; from the beginning of the General Meeting until its end

Other information pursuant to Section 125 (1) sentences 4 and 5 AktG:

Voting rights may be exercised by proxy, including by an association of shareholders. Further information can be found in particular in the notice convening the Annual General Meeting, which is available on the Company's website at https://ir.auto1-group.com/agm.

*The term "participation" is used here exclusively in the meaning of the Commission Implementing Regulation (EU) 2018/1212 and is not identical to "participation" in the

meaning of Section 118 German Stock Corporation Act (AktG).

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Disclaimer

AUTO1 Group SE published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 15:00:28 UTC.