Nachricht vom 22.05.2020 | 15:15

Announcement of the Convening of the General Meeting in Luxembourg on 26 June 2020 according to article 3 (1) of the Luxembourg law of 24 May 2011 with the objective of Europe-wide distribution

DGAP-News: Global Fashion Group S.A. / Announcement of the Convening of the General Meeting
22.05.2020 / 15:15
Announcement according to article 121 AktG (German Stock Companies Act), transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Global Fashion Group S.A., société anonyme
Registered office: 5, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg
RCS Luxembourg B 190.907

 

Convening notice to the annual general meeting of the shareholders of Global Fashion Group S.A. (the "Company")


The annual general meeting of the shareholders of the Company is to be held via video conference initiated from Luxembourg at 10:00 CEST on Friday, 26 June 2020 to deliberate and vote on the below agenda (the "Annual General Meeting").

In accordance with Article 1 (1) of the Grand Ducal Regulation of 20 March 2020 introducing measures concerning meetings in companies and other legal entities, the Company will not hold a physical meeting. Shareholders may refer to the section D. "Availability of the documentation, attendance and voting procedure" in this convening notice for further information.

A. Agenda and Proposed Resolutions for the Annual General Meeting of the Company

 

1. Presentation of the combined consolidated management report of the management board of the Company (the "Management Board") and of the report of the independent auditor (réviseur d'entreprises agréé) on the Company's consolidated accounts for the financial year ended 31 December 2019 prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("IFRS") and on the Company's annual accounts for the financial year ended 31 December 2019 prepared in accordance with IFRS.

2. Approval of the Company's consolidated accounts for the financial year ended 31 December 2019.

3. Approval of the Company's annual accounts for the financial year ended 31 December 2019.

4. Allocation of results for the financial year ended 31 December 2019.

5. Granting of discharge to Christoph Barchewitz, member of the Management Board, for the exercise of his mandate and the exercise of his mandate as a former member of the board of directors of the Company during the financial year ended 31 December 2019.

6. Granting of discharge to Patrick Schmidt, member of the Management Board, for the exercise of his mandate and the exercise of his mandate as a former member of the board of directors of the Company during the financial year ended 31 December 2019.

7. Granting of discharge to Matthew Price, member of the Management Board, for the exercise of his mandate during the financial year ended 31 December 2019.

8. Granting of discharge to Oliver Samwer, former member of the board of directors of the Company, for the exercise of his mandate during the financial year ended 31 December 2019.

9. Granting of discharge to Christian Senitz, former member of the board of directors of the Company, for the exercise of his mandate during the financial year ended 31 December 2019.

10. Granting of discharge to Daniel Shinar, former member of the board of directors of the Company, for the exercise of his mandate during the financial year ended 31 December 2019.

11. Granting of discharge to Christian Winter, former member of the board of directors of the Company, for the exercise of his mandate during the financial year ended 31 December 2019.

12. Granting of discharge to Raphael Thiolon, former member of the board of directors of the Company, for the exercise of his mandate during the financial year ended 31 December 2019.

13. Granting of discharge to Won-Suck Song, former member of the board of directors of the Company, for the exercise of his mandate during the financial year ended 31 December 2019

14. Granting of discharge to Alexis Babeau, member of the supervisory board of the Company (the "Supervisory Board"), for the exercise of his mandate and the exercise of his mandate as a former member of the board of directors of the Company during the financial year ended 31 December 2019.

15. Granting of discharge to Georgi Ganev, member of the Supervisory Board, for the exercise of his mandate and the exercise of his mandate as a former member of the board of directors of the Company during the financial year ended 31 December 2019.

16. Granting of discharge to Cynthia Gordon, member of the Supervisory Board, for the exercise of her mandate and the exercise of her mandate as a former member of the board of directors of the Company during the financial year ended 31 December 2019.

17. Granting of discharge to Victor Herrero, member of the Supervisory Board, for the exercise of his mandate and the exercise of his mandate as a former member of the board of directors of the Company during the financial year ended 31 December 2019.

18. Granting of discharge to Carol Shen, member of the Supervisory Board, for the exercise of her mandate during the financial year ended 31 December 2019.

19. Granting of discharge to Laura Weil, member of the Supervisory Board, for the exercise of her mandate during the financial year ended 31 December 2019.

20. Renewal of the appointment of Ernst & Young as independent auditor for the financial year 2020.

21. Approval and, to the extent necessary, ratification of the remuneration of the Supervisory Board for the financial year 2020.

22. Presentation of and advisory vote on the remuneration policy for the members of the Management Board and the Supervisory Board.

23. Presentation of and advisory vote on the remuneration report for the members of the Management Board and the Supervisory Board in the financial year 2019.

24. Decision to decrease the issued share capital of the Company by an amount of two hundred thousand five hundred forty-five euro and sixty-one cents (EUR 200,545.61) in order to bring it from its current amount of two million one hundred forty-eight thousand four hundred eighteen euro and twenty-seven cents (EUR 2,148,418.27) down to an amount of one million nine hundred forty-seven thousand eight hundred seventy-two euro and sixty-six cents (EUR 1,947,872.66), by way of redemption and cancellation of twenty million fifty-four thousand five hundred sixty-one (20,054,561) common shares held by the Company and amendment of article 5.1 of the articles of association of the Company.

25. Acknowledgment of the special report of the Management Board with respect to (i) the amendment and renewal of the authorised capital of the Company and (ii) the waiver of the preferential subscription right of the existing shareholders where provided therefore in the special report, and amendment of article 6.2 of the articles of association of the Company.

26. Insertion of a new article 10.8 in the articles of association of the Company which shall read as follows:

"10.8 Shareholders may be authorised to participate in a general meeting of shareholders by electronic means, ensuring, notably, any or all of the following forms of participation: (a) a real-time transmission of the general meeting; (b) a real-time two-way communication enabling shareholders to address the general meeting of shareholders from a remote location; and (c) a mechanism for casting votes, whether before or during the general meeting of shareholders, without the need to appoint a proxy who is physically present at the meeting. Any shareholder which participates in a meeting through such means shall be deemed to be present at the place of the meeting for the purposes of the quorum and majority requirements. The use of electronic means allowing shareholders to take part in a meeting may be subject only to such requirements as are necessary to ensure the identification of shareholders and the security of the electronic communication, and only to the extent that they are proportionate to achieving that objective."

B. 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:

- the consolidated accounts for the financial year ended 31 December 2019 in their entirety, showing a consolidated net loss of EUR 144.6 million;

- the annual accounts for the financial year ended 31 December 2019 in their entirety, showing a net loss of EUR 4.7 million;

- allocation of the results of the Company based on the stand-alone annual accounts of the Company prepared in accordance with IFRS for the financial year ended 31 December 2019 as follows:

Results of the financial year 2019: EUR 4.7 million

- Losses brought forward: EUR 2,268.5 million


Resolutions 5 to 7 - Discharge of Members of the Management Board

The Management Board proposes that the Annual General Meeting approve that discharge be granted to each member of the Management Board, for the execution of their mandates as well as, where applicable, their mandates as former members of the board of directors of the Company during the financial year ended 31 December 2019.

Resolutions 8 to 13 - Discharge of Former Members of the Board of Directors

The Management Board proposes that the Annual General Meeting approve that discharge be granted to each of the former members of the board of directors of the Company until 17 June 2019, being Oliver Samwer, Daniel Shinar and Christian Winter, Won-Suck Song, Raphael Thiolon and Christian Senitz, for the execution of their mandates during the financial year ended 31 December 2019.

Resolutions 14 to 19 - Discharge of Members of the Supervisory Board

The Management Board proposes that the Annual General Meeting approve that discharge be granted to each member of the Supervisory Board, for the execution of their mandates as well as, where applicable, their mandates as former members of the board of directors of the Company during the financial year ended 31 December 2019.

Resolution 20 - Reappointment of Auditors

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 2020.

Resolution 21 - Remuneration of Members of the Supervisory Board

The Management Board proposes that the Annual General Meeting approve the remuneration for the members of the Supervisory Board for the 2020 financial year as follows:

Supervisory Board:

  Supervisory Board Audit Committee Sustainability Committee
Chairman EUR 45,000 (cumulative with Member fee) EUR 40,000 EUR 35,000
Deputy Chairman EUR 25,000 (cumulative with Member fee) n/a n/a
Member EUR 35,000 EUR 10,000 EUR 10,000
 

The Chairman of the Supervisory Board and the Deputy Chairman of the Supervisory Board shall be entitled to their fee as Chairman and Deputy Chairman respectively, along with the fee for being a member of the Supervisory Board.

Resolution 22 to 23 - Remuneration Policy and Report for the Management Board and 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 to draw up a remuneration policy for the Supervisory as well as Management Board in accordance with 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 Supervisory Board has thus drafted a policy for the remuneration of the Management Board and the Supervisory Board and submits it to the advisory vote of the Annual General Meeting as required by Article 7bis of the Shareholders Rights Law. The remuneration policy will next be submitted to an advisory vote by the general meeting of the Company at the earlier of a material change or in four years' time.

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 2019. The Company has to draw up a report on the remuneration of the members of the Management Board and the Supervisory Board in the financial year 2019 and submit it to the advisory vote of the shareholders.

Resolution 24 - Cancellation of certain common shares held in treasury

On the date of the Annual General Meeting, the Company holds twenty million twenty million fifty-four thousand five hundred sixty-one (20,054,561) common shares in registered form. These common shares are currently held in treasury following the share redistribution of the Company, undertaken prior to the Company's IPO in July 2019. Pursuant to the terms of the Company's share redistribution, the twenty million twenty million fifty-four thousand five hundred sixty-one (20,054,561) common shares are being held in treasury solely for the purpose of cancellation at a general meeting of the Company.

The Management Board proposes that the Annual General Meeting (i) redeem and cancel such 20,054,561 (twenty million fifty four thousand five hundred and sixty one) common shares purchased by the Company, (ii) decrease the issued share capital of the Company by an amount of two hundred thousand five hundred forty-five euro and sixty-one cents (EUR 200,545.61) in order to bring it from its current amount of two million one hundred forty-eight thousand four hundred eighteen euro and twenty-seven cents (EUR 2,148,418.27) down to an amount of one million nine hundred forty-seven thousand eight hundred seventy-two euro and sixty-six cents (EUR 1,947,872.66) and (iii) amend Art. 5.1 of the articles of association of the Company accordingly.

Following the cancellation of the 20,054,561 (twenty million fifty four thousand five hundred and sixty one) common shares held in treasury, the Company will hold 182,378 (one hundred and eighty two thousand three hundred and seventy eight) common shares in treasury.

Resolution 25 - Amendment and renewal of the authorised share capital of the Company

The Company wishes to have the flexibility to issue convertible bonds, option bonds and/or income bonds and/or profit participation rights (or combinations of these and similar instruments convertible into common shares of the Company) ("Additional Instruments") in the future. In this context, it is contemplated to renew the current authorised capital and amend the sixth allocation of the already authorised 112,997,064 common shares within section 1 of the special report of the board of directors of the Company dated 22 May 2019 detailing the use of the authorised capital of the Company on the date of the present report (the "Initial Report") in order to introduce the flexibility to use it for Additional Instruments in the future.

The Management Board therefore proposes that the Annual General Meeting acknowledge the special report of the Management Board with respect to (i) the amendment and renewal of the authorised capital of the Company and (ii) the waiver of the preferential subscription right of the existing shareholders where provided therefore in the Initial Report, whereas the sixth allocation of the already authorised 112,997,064 common shares within section 1 of the Initial Report is amended as follows (amendments to the Initial Report are in underline):

"- to issue up to one hundred twelve million nine hundred ninety-seven thousand sixty-four (112,997,064) common shares as follows:

i. to issue up to forty-nine million two hundred thirteen thousand nine hundred ninety-eight (49,213,998) common shares or instruments convertible into forty-nine million two hundred thirteen thousand nine hundred ninety-eight (49,213,998) common shares against contribution in cash for a subscription price between eighty-five percent (85%) and one hundred fifteen percent (115%) of the XETRA daily closing price of the Company's common shares on a date within five (5) business days prior to the date of subscription and, with respect to instruments convertible into common shares, the date of subscription or the date of exercise as determined by the Management Board with the consent of the Supervisory Board without reserving a preferential subscription right for the existing shareholders; and/or

ii. to issue up to one hundred twelve million nine hundred ninety-seven thousand sixty-four (112,997,064) common shares or instruments convertible into one hundred twelve million nine hundred ninety-seven thousand sixty-four (112,997,064) common shares to existing shareholders for a subscription price between one euro cent (EUR 0.01) and one hundred fifteen percent (115%) of the XETRA daily closing price of the Company's common shares on a date within five (5) business days prior to the date of subscription and, with respect to instruments convertible into common shares, the date of subscription or the date of exercise as determined by the Management Board with the consent of the Supervisory Board without waiving the preferential subscription right for the existing shareholders; and/or

iii. to issue up to one hundred twelve million nine hundred ninety-seven thousand sixty-four (112,997,064) common shares against contributions made in kind for a minimum subscription price of eighty-five percent (85%) of the XETRA daily closing price of the Company's common shares on a date within five (5) business days prior to the date of subscription as determined by the Management Board with the consent of the Supervisory Board shall apply to the issuance of common shares against contributions made in kind."


Resolution 26 - Insertion of a new article 10.8 in the articles of association of the Company allowing the shareholders' participation to the general meetings of the Company via electronic means

The Management Board proposes to insert of a new article 10.8 in the articles of association of the Company which reads as follows:

"10.8 Shareholders may be authorised to participate in a general meeting of shareholders by electronic means, ensuring, notably, any or all of the following forms of participation: (a) a real-time transmission of the general meeting; (b) a real-time two-way communication enabling shareholders to address the general meeting of shareholders from a remote location; and (c) a mechanism for casting votes, whether before or during the general meeting of shareholders, without the need to appoint a proxy who is physically present at the meeting. Any shareholder which participates in a meeting through such means shall be deemed to be present at the place of the meeting for the purposes of the quorum and majority requirements. The use of electronic means allowing shareholders to take part in a meeting may be subject only to such requirements as are necessary to ensure the identification of shareholders and the security of the electronic communication, and only to the extent that they are proportionate to achieving that objective."

C. Important Notes about the Annual General Meeting

 

1. Timing

The Annual General Meeting will start promptly at 10:00 CEST. Shareholders wishing to attend are advised to dial into the video conference no later than 09:50 CEST.

2. No Physical Meeting

In light of the exceptional circumstances due to SARS-CoV-2 and the COVID-19 epidemic and in accordance with the provisions of the Grand Ducal Regulation of 20 March 2020 introducing measures on holdings of meetings in companies and other legal entities, the Company has decided to hold the Annual General Meeting via video conference only without any physical meeting that shareholders can attend. Shareholders are required to vote by means of a proxy designated by the Company or by correspondence.
 

3. Questions about the Annual General Meeting

If you have any questions about the Annual General Meeting, please contact the Company's agent, LINK Market Services GmbH ("Agent"):

Global Fashion Group S.A.
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Tel: + 49 (0) 89 21 027 222
E-mail: agm@linkmarketservices.de

 

D. Availability of the documentation, attendance and voting procedure

 

1. Available information and documentation

This convening notice is to be published in the RESA (Recueil Electronique des Sociétés et Associations), the Luxembourg newspaper, Tageblatt, and other media (which may reasonably be expected to be relied upon for the effective dissemination of information to the public throughout the European Economic Area, and which are accessible rapidly and on a non-discriminatory basis) as well as separately dispatched by regular mail or, if agreed with the respective addressee, by e-mail to (i) the members of the Management Board, (ii) the members of the Supervisory Board and (iii) the independent auditor.

The following information is available until the ending of the Annual General Meeting on the Company's website at https://ir.global-fashion-group.com/agm on the day of publication of this convening notice in the Luxembourg official gazette (Recueil Electronique des Sociétés et Associations):

- this convening notice for the Annual General Meeting 2020;

- the total number of shares and voting rights at the date of the convening notice;

- the full text of any document to be made available by the Company at the Annual General Meeting 2020 (i.e. inter alia the annual report containing the 2019 standalone and consolidated accounts,

- the management report;

- the independent auditor report on the Company's standalone and consolidated accounts;

- the full text of the draft resolutions in relation to each of the items included in the agenda to be adopted at the Annual General Meeting;

- the full text of the remuneration policy and the remuneration report;

- the Declaration of Participation Form (as defined below);

- the Attestation Form (as defined below);

- the Proxy Form and Voting Form (both as defined below) to be used to vote by proxy or to vote by post;

- the special report of the Management Board with respect to the amendment and renewal of the authorised share capital; and

- the draft consolidated articles of association of the Company).

Shareholders may obtain without charge a copy of the full text of any of the above documents, and copies of the Declaration of Participation Form, the Attestation Form, the Proxy Form and the Voting Form upon request to the Company's Agent at agm@linkmarketservices.de or download them from the Company's website https://ir.global-fashion-group.com/agm

2. Quorum and majority requirements

There are no quorum requirements for the proposed resolutions 1 to 23 to be passed which are adopted by a simple majority of the voting rights duly present or represented except for agenda item 1, for which no vote is necessary.

The resolutions 24, 25 and 26 may be passed by a majority of two thirds of the votes validly cast at the Annual General Meeting provided that half of the share capital is present or represented.

3. Share capital and voting rights

At the time of convening the Annual General Meeting, the Company's registered capital amounts to EUR two million one hundred forty-eight thousand four hundred eighteen euro and twenty-seven cents (EUR 2,148,418.27) and is divided into two hundred fourteen million eight hundred forty-one thousand eight hundred twenty-seven (214,841,827) shares of one cent (EUR 0.01) each.

Each share entitles the holder to one vote.

4. Requirements for participating in the Annual General Meeting and exercising voting rights

4.1. Record Date

The rights of a shareholder to participate in the Annual General Meeting and to vote shall be determined with respect to the shares held by that shareholder on 12 June 2020 at 23:59 CEST (the "Record Date").

Eligibility to participate in the Annual General Meeting is determined exclusively by share ownership on the Record Date. Any transferee having become owner of any shares after the Record Date has no right to vote at the Annual General Meeting.

4.2. Registration procedure and evidence of share ownership

Shareholders who wish to participate in the Annual General Meeting and to vote the shares held by them on the Record Date (regardless the manner they wish to participate, either by representation through proxy or voting by post) shall submit:

(i) a form declaring their intention to participate at the Annual General Meeting (the "Declaration of Participation Form") at the latest by the Record Date; and

(ii) a form evidencing their ownership of shares as at the Record Date (the "Attestation Form") the latest by 22 June 2020 at 23:59 CEST.

The right of the shareholder to participate and vote in the Annual General Meeting will only be completed and confirmed when both documents are provided before the deadlines established herein.

As regards (i), the shareholders who wish to participate (either by voting through proxy or voting by correspondence) shall on or before the Record Date submit to the Company's Agent to a written declaration of their intention to participate at the Annual General Meeting (the "Declaration of Participation Form") at the following e-mail address: agm@linkmarketservices.de

The Declaration of Participation Form shall be submitted by the shareholders regardless of the manner they wish to participate (representation by proxy or voting by post).

To be valid, the Declaration of Participation Form must be received by the Company's Agent by e-mail at the above address on the Record Date.

As regards (ii), the shareholders who intend to participate at the Annual General Meeting (either via representation by proxy or by voting by correspondence) shall also submit an attestation from their depository bank or financial institution stating the number of shares held by that shareholder on the Record Date (the "Attestation Form").

The Attestation Form must be received by the Company's Agent by e-mail, at the latest on 22 June 2020 at 23:59 CEST, at the following e-mail address: agm@linkmarketservices.de

4.3. Attendance by video conference

Upon receipt of the Declaration of Participation Form and Attestation Form within the given deadlines, the Company will presume that such shareholder will attend by video conference and vote at the Annual General Meeting by means of the proxy designated by the Company or has voted in advance by correspondence.

It is important to note that shareholders will not be able to express their vote directly during the video conference. For this reason, we strongly encourage shareholders to exercise their voting rights by casting their vote either by proxy or by correspondence.

Shareholders wishing to attend the video conference will then receive the video conference details to enable them to attend the Annual General Meeting by video link.

4.4. Proxy voting representative

To simplify the execution of their voting rights, the Company provides its shareholders the option of appointing a proxy voting representative named by the Company and bound by the instructions of the shareholder prior to the Annual General Meeting. Shareholders are not able to appoint a proxy voting representative other than that named by the Company.

Shareholders who wish to vote via proxy must complete a proxy form (the "Proxy Form"). To be valid, the Proxy Forms must be received by the Company's Agent by e-mail, on 22 June 2020 at 23:59 CEST, at the latest, at the following email address: agm@linkmarketservices.de

Exercise of voting rights of shares in connection with duly filled and signed Proxy Forms received after 22 June 2020 at 23:59 CEST, may not be admitted at the Annual General Meeting.

4.5. Voting by correspondence

We strongly encourage all shareholders to exercise their voting rights by casting their votes by correspondence, using the forms provided by the Company to that effect (the "Voting Forms").

To be valid, the Voting Forms must be received by the Company's Agent by e-mail, prior to 22 June 2020 at 23:59 CEST.

Exercise of voting rights of shares in connection with duly filled and signed Voting Forms received after 22 June 2020 at 23:59 CEST, may not be admitted at the Annual General Meeting.

5. Shareholder Questions


Shareholders that have correctly submitted their Attestation Forms and their Declaration of Participation Forms shall have the opportunity to submit questions to the Company. All questions must be submitted in writing in advance of the Annual General Meeting.

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 June 2020 at 23:59 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.

6. Submission of Revised Agenda

Shareholders holding individually or collectively at least five per cent (5%) of issued shares capital of the Company as at the Record Date are entitled to (i) request the addition of items to the agenda of the Annual General Meeting and (ii) to table draft resolutions for items included or to be included on the agenda of the Annual General Meeting.

Such right must be exercised by sending such request by 4 June 2020 at 23:59 CEST at the latest to the e-mail address of the Company's Agent: agm@linkmarketservices.de

Such request will only be accepted by the Company provided it includes (i) the wording of the new requested agenda item, and (ii) the justification or the wording of the proposed resolution pertaining to the items included or to be included, and (ii) an e-mail address or a postal address to which the Company may confirm receipt of the request.

Where the requests entail a new item in the agenda for the Annual General Meeting already communicated to the shareholders, the Company will publish a revised agenda on 11 June 2020 the latest.

Subject to compliance with the threshold notification obligations provided for by the Luxembourg law of 11 January 2008 on transparency requirements for issuers of securities, as amended, there is no limit to the maximum number of votes that may be exercised by the same person, whether in its own name or by proxy. The results of the vote will be published on the Company's website within fifteen (15) days following the Annual General Meeting.

7. Contact details of Agent

The contact details of the centralizing agent duly mandated by the Company to receive copies, followed by the original of the Declaration of Participation Form, the Attestation Form, the Proxy Form, the Voting Form, proposals of additional agenda items and proposed resolutions pursuant to this convening notice are as follows:

LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Tel: + 49 (0) 89 21 027 222
E-mail: agm@linkmarketservices.de

[Remainder of page intentionally left blank - Signature page follows]

 

Luxembourg, 19 May 2020

For the Management Board,

___________________________
Christoph Barchewitz
Co-CEO & Member of the Management Board

 

[Signature page to convening notice to the annual general meeting of the shareholders of Global Fashion Group S.A.]



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