Web-based proxy and instruction system 2020

Dear Shareholders,

Welcome to the web-based proxy and instruction system for the Annual General Meeting of CECONOMY AG on 12 February 2020.

On the occasion of the General Meeting of CECONOMY AG on 12 February 2020, we are offering CECONOMY AG shareholders who are entitled to vote the chance to vote by proxy through the proxies nominated by the Company – in accordance with the invitation to the General Meeting of CECONOMY AG on 12 February 2020 (cf. PROXY VOTING, Authorisation of the proxies nominated by the Company). Notwithstanding the possibility to grant voting rights to, e.g., banks or shareholders' associations, this service allows you to authorise the proxies nominated by the Company and to issue instructions for exercising your voting rights in the General Meeting to them, without the necessity to be present at the location of the General Meeting in person. All other permitted modes of attendance and representation, in particular attendance in person or attendance through a proxy will, of course, not be affected by this offer to exercise voting rights through the proxies nominated by the Company.

Due to the cancellation of the dividend for the 2017/18 financial year, preference shareholders are also entitled to vote at the General Meeting on 12 February 2020. Therefore, the following explanations regarding proxy voting through the proxies nominated by the Company apply to holders of ordinary and preference shares.

Proxies and instructions to the proxies nominated by the Company may be granted, changed or revoked as from Wednesday, 22 January 2020, 0:00 CET, until Wednesday, 12 February 2020, 12:00 CET, through this web-based proxy and instruction system. In each case, receipt by the Company will be relevant.

Use the button "Grant proxy and instructions" to access the web-based proxy voting system:

Note: Preference shareholders are also entitled to vote at this General Meeting.

User guideline for the web-based proxy and instruction system

I. Registration for the General Meeting and proof of share ownership / Access to the web-based proxy and instruction system / Ordering entry tickets

1. Please note that even in case of an authorisation of the proxies nominated by the Company, a timely registration of the shareholder for the General Meeting and a timely provision of the proof of share ownership of the shareholder of CECONOMY AG in accordance with the provisions described in the invitation to the General Meeting of CECONOMY AG on 12 February 2020 (cf. ATTENDANCE AT THE GENERAL MEETING AND EXERCISE OF VOTING RIGHTS) are required.

2. For the access to the web-based proxy and instruction system, the entry ticket number and the data noted on the entry ticket(s) (number of shares, postcode and city) will be required. Please order your entry ticket(s) from your depository institution(s) in a timely manner. Please order an entry ticket for each securities account.

II. Granting of proxy and instructions to the proxies nominated by the Company through the web-based proxy and instruction system

1. Proxies and instructions to the proxies nominated by the Company may be granted as from Wednesday, 22 January 2020, 0:00 CET, until Wednesday, 12 February 2020, 12:00 CET, through this web-based proxy and instruction system. Receipt by the Company will be relevant.

2. Under Login, please enter the following data noted on your entry ticket in the designated entry fields: entry ticket number, number of shares, postcode and city. Please make sure that you transfer the data from your entry ticket exactly. Please enter the characters of the security prompt in the designated entry field. Now please click Login.

3. Click on Grant proxy and instructions in order to access the section for the granting of proxies and instructions. First, please select Grant proxy. Thereafter, to issue an instruction, please click Yes or No for the relevant subject matter of the ballot. If you wish to refrain from voting with regard to a subject matter of the ballot, please click neither Yes nor No for this subject matter of the ballot. Thereafter, please click Confirm.

4. You will now see the control view. If your instructions are displayed correctly, you may print your proxy and instructions for documentation purposes under Print proxy and instructions and Logout. By clicking Change instructions you may change your instructions. By clicking Revoke proxy, you may revoke the proxy.

III. Change of instructions / Revocation of proxy

After you have granted proxy and instructions, you can login into the web-based proxy and instruction system again as described above under II.2. and change your instructions or revoke the proxy until Wednesday, 12 February 2020, 12:00 CET. In each case, receipt by the Company will be relevant. You may change your instructions by clicking Change instructions. If you wish to revoke your proxy, please click Revoke proxy.

IV. Technical information

For a smooth display and functioning of the web-based proxy and instruction system, please pay attention to the following notes:

In addition to a functioning Internet access, a web browser is required, such as Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or a technically equivalent browser. Please note updates and current information from the providers of the web browser you are using as well as the operating system.

The browser functions "Java-Script", "Cookies" and "CSS-Cascading Style Sheets" have to be enabled (default setting).

V. Contact / Questions

If you have any questions, please contact the Hotline for the Annual General Meeting of CECONOMY AG at

Phone: +49 (0)800 0008471

on workdays from Monday to Friday between 10:00 and 16:00 CET.

You may also contact us by e-mail at hv2020_at_ceconomy.de.

Frequently Asked Questions

  • 1. You cannot login to the web-based proxy and instruction system. What can you do?


    a. Have you entered the login data correctly?
    The entry ticket number is printed on your entry ticket. Please enter the entry ticket number in the designated entry field. In addition, the following data is stated on your entry ticket to the General Meeting: number of shares, postcode and city. Please also enter this data in the designated fields. Please make sure that you transfer the data from your entry ticket exactly.

    If your entries correspond to the data stated on your entry ticket, after entering the solution to the security prompt you will be able to grant proxy and instructions. Otherwise, you will receive an error message and be requested to enter your login data again correctly.

    b. Have you entered the solution to the security prompt correctly?
    In order to login to the web-based proxy and instruction system, after entering the entry ticket number and the other data stated on your entry ticket (number of shares, postcode and city) in the designated fields it is required that you enter the solution to the security prompt correctly.

    In the first step, a random selection of different characters will be displayed. In the second step, please enter this string of characters exactly in the empty entry field. In the third step, please confirm the characters entered as well as the data previously entered in accordance with your entry ticket with a click on Login. If your entries correspond to the data stated on your entry ticket as well as with the string of characters displayed for the security prompt, you will be able to grant proxy and instructions. Otherwise, you will receive an error message and a new string of characters will be displayed.

    c. You have entered the login data and the solution to the security prompt correctly and you are still not able to login? 
    In the event that in spite of the correct entry of the login data and the correct entry of the solution to the security prompt you are still not able to successfully login, please contact our Hotline for the Annual General Meeting of CECONOMY AG. This Hotline is available to you at telephone number: +49 (0)800 0008471 on workdays from Monday to Friday between 10:00 and 16:00 CET. You may also contact us by e-mail at: hv2020_at_ceconomy.de.

  • 2. How can you grant proxy and instructions through the web-based proxy and instruction system if you have several entry tickets?


    Proxy and instructions to the proxies nominated by the Company have to be granted separately for each entry ticket. Therefore, if you have several entry tickets and if you want to grant proxy and instructions to the proxies nominated by the Company, please login separately for each entry ticket by entering the relevant entry ticket number and the other data stated on your entry ticket (number of shares, postcode and city). Thereafter, you can grant, change or revoke proxy and instructions for the relevant entry ticket.

  • 3. How can you grant proxy and instructions through the web-based proxy and instruction system if you have shares in several securities accounts?


    If you have shares in several securities accounts, please order an entry ticket for each securities account. Please order your entry tickets from your depository institution(s) in a timely manner. Proxy and instructions to the proxies nominated by the Company have to be granted separately for each entry ticket. For more information please read the answer to the above question 2. 

  • 4. How and until when can you change your instructions through the web-based proxy and instruction system?


    After you have granted your proxy and instructions, you can login again by entering, inter alia, your entry ticket number and change your instructions until Wednesday, 12 February 2020, 12:00 CET, through the web-based proxy and instruction system; the time of receipt by CECONOMY AG will be relevant. You may change your instructions by clicking Change instructions.

  • 5. How and until when can you revoke your proxy through the web-based proxy and instruction system?


    After you have granted your proxy and instructions, you can login again by entering, inter alia, your entry ticket number and revoke your proxy until Wednesday, 12 February 2020, 12:00 CET, through the web-based proxy and instruction system; the time of receipt by CECONOMY AG will be relevant. You may revoke your proxy by clicking Revoke proxy

  • 6. How and until when can you grant proxy to the proxies nominated by the Company, change instructions or revoke your proxy outside the web-based proxy and instruction system?


    a. Authorisation of the proxies nominated by the Company in another manner.
    Proxies and instructions to the proxies nominated by the Company also may be granted, changed or revoked in text form 

    • until Tuesday, 11 February 2020, 12:00 CET, at the address

      CECONOMY AG
      Group Corporate Legal
      Kaistraße 3 
      40221 Düsseldorf


    or

    • until Wednesday, 12 February 2020, 12:00 CET,

      by fax at: +49 (0)211 5408-7005
      by e-mail at: hv2020_at_ceconomy.de

    In each case, receipt by the Company will be relevant.

    The respective forms may also be requested at the above address, fax number or e-mail address. The forms may also be downloaded on the Internet at www.ceconomy.de/general-meeting.

    If you wish to authorise the proxies nominated by the Company at the above mentioned address, by fax or by e-mail, please use the form provided for proxy and instructions to the proxies nominated by the Company and please enclose the entry ticket(s) received from your depository institution(s). Please order your entry ticket(s) from your depository institution(s) in a timely manner.

    To issue an instruction, please check the Yes box or the No box for the relevant subject matter of the ballot. If you wish to refrain from voting with regard to a subject matter of the ballot, please do not check any box for this subject matter of the ballot.

    b. Authorisation of the proxies nominated by the Company at the entrance and exit control during the General Meeting.
    Besides, during the General Meeting, proxies and instructions to the proxies nominated by the Company may be granted, changed or revoked at the entrance and exit control until the end of the general debate.

  • 7. Can you attend the General Meeting in person in spite of having granted proxy and instructions?


    All other permitted modes of attendance and representation, in particular attendance in person or attendance through a proxy will, of course, not be affected by this offer to exercise voting rights through the proxies nominated by the Company. In spite of having granted proxy and instructions to the proxies nominated by the Company, you, as shareholder, may attend the General Meeting in person at any time.

  • 8. Will your name appear in the attendance register of the General Meeting?


    Yes. In the attendance register both your name, as printed on the issued entry ticket(s), and the names of the proxies nominated by the Company, who exercise the voting right for the shareholders, will appear.

  • 9. Which hardware is required for using the web-based proxy and instruction system?


    An internet-enabled device is required with a web browser and video-capable graphics processor. Due to the large number of available hardware and software combinations, a concrete recommendation is not possible. In case of doubt, please contact the manufacturer of your device or provider of the internet connection in advance.

    For playing the videos, we recommend to test your device in advance by playing back video streams in comparable conditions as on the day of transmission. For example, videos on Youtube or the test video offered in advance of the transmission are suitable for this. For playing the videos, we recommend an Internet connection with at least 2 Mbit/s download speed.

  • 10. Which software is required for using the web-based proxy and instruction system?


    In addition to a functioning Internet access, a web browser is required, such as Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or a technically equivalent browser. Please note updates and current information from the providers of the web browser you are using as well as the operating system.

    For playing the videos, we recommend to test your device in advance by playing back video streams in comparable conditions as on the day of transmission. For example, videos on Youtube or the test video offered in advance of the transmission are suitable for this. For playing the videos, we recommend an Internet connection with at least 2 Mbit/s download speed.

  • 11. Which browser settings are required for using the web-based proxy and instruction system?


    "Java Script", "Cookies" and "CSS-Cascading Style Sheets" should be activated (default setting), as otherwise the display of the website or playback of the video stream may be restricted or even stopped. These settings can generally be found under the menu item "Settings" or "Options" in the sub-item "Security" or "Contents" of your web browser.

    For playing the videos, we recommend to test your webbrowser in advance by playing back video streams in comparable conditions as on the day of transmission. For example, videos on Youtube or the test video offered in advance of the transmission are suitable for this. For playing the videos, we recommend an Internet connection with at least 2 Mbit/s download speed.

  • 12. Is it possible for you to follow the speech of the Management Board and the following general debate on the internet?


    On 12 February 2020, from approx. 10:15 CET, the speech of the Management Board of CECONOMY AG addressing the General Meeting shall be transmitted live on the Internet. The subsequent general debate will not be transmitted. In the time until the General Meeting, we are offering you a test broadcast. You may use this video in order to check whether your computer is configured for playing the live broadcast. 

    If no video player is installed, please install an adequate video player in due time prior to the General Meeting. 

  • 13. How can you view the speech of the Management Board?


    In addition to a functioning Internet access, a web browser is required, such as Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or a technically equivalent browser. Please note updates and current information from the providers of the web browser you are using as well as the operating system.

    The browser functions "Java Script", "Cookies" and "CSS-Cascading Style Sheets" have to be enabled (default setting).

    In the time until the General Meeting, we are offering you a test broadcast. You may use this video in order to check whether your computer system is configured correctly and suitable for the live broadcast.

Legal notes

With the present state of technology, the stability and availability of the web-based proxy and instruction system may be subject to disruptions. Neither CECONOMY AG nor the proxies nominated by the Company who were authorised by you have influence on the availability, proper functioning, stability and reliability of the telecommunication network and the Internet services of third parties that are used. In the event that in spite of all our security precautions we detect unauthorised third-party manipulations of the data which is stored for the implementation of the granting of proxies and instructions via the Internet and which is processed pursuant to the GDPR and the new German Federal Data Protection Act (BDSG), we reserve the right to interrupt or to terminate early the utilisation of the web-based proxy and instruction system without further announcement. In this case, only such proxies and instructions granted via the Internet will be considered in respect of which any manipulation can be ruled out.

We do not assume any warranty or liability for the proper functioning, availability, stability and reliability of the web-based proxy and instruction system, for the access to the system, including the Internet services and network elements of third parties that are used as well as for the unrestricted maintaining of the telecommunication network and the keeping of usual mail delivery times. Furthermore, we assume no responsibility for errors and defects of the hard- and software used for the granting of authorisations and instructions via the Internet, including the hardware and software of the commissioned service providers, except in cases of intentional conduct or gross negligence.

Pursuant to § 243 (3) German Stock Corporation Act, an action for rescission may not be based on a violation of rights exercised by way of electronic authorisation of a proxy pursuant to § 134 (3) German Stock Corporation Act which is caused by a technical disruption, unless there is gross negligence or intentional conduct on the part of the Company. 

Notes on data protection

Your data is exclusively processed to enable you as shareholder and the proxy nominated by you to attend and to exercise rights at the General Meeting. More detailed information as regards the processing of your personal data in connection with the General Meeting are included in the invitation to the General Meeting or on pages 20-21 of the invitation document available here.

Contact

If you have any questions, please contact the Hotline for the Annual General Meeting of CECONOMY AG at

Phone.: +49 (0)800 0008471

on workdays from Monday to Friday between 10:00 and 16:00 CET.

You may also contact us by e-mail at hv2020_at_ceconomy.de.

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