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DES GB2012 E

Corporate governance The members of the Capital Market Committee are Mr Zaß, Mr Armbrust and Mr Strecker. The Capital Market Committee is chaired by Mr Zaß and his deputy is Mr Armbrust. The Super- visory Board’s powers relating to the utilisation of approved capi- tal and conditional capital were transferred to the Committee for decision-making and processing. SHAREHOLDINGS Executive Board As at 31 December 2012,the Executive Board held a total of 19,000 shares, less than 1% of Deutsche EuroShop’s share capital. Supervisory Board As at 31 December 2012, the Supervisory Board held a total of 5,197,187 shares, more than 1% of Deutsche EuroShop’s share capital. In addition to the general statutory provisions requiring public disclosure, the rules of procedure of the Executive Board and of the Supervisory Board govern the reporting duties of Execu- tive and Supervisory Board members in the event of dealings involving shares in the Company or related rights of purchase or sale, as well as rights directly dependent on the Company’s share price. DIRECTORS’ DEALINGS The following securities transactions by members of the Execu- tive Board and of the Supervisory Board or by certain persons related to members of the executive bodies were notified to Deutsche EuroShop during financial year 2012 in accordance with section 15a of the Wertpapierhandelsgesetz (WpHG – Ger- man Securities Trading Act): RELATIONSHIPS WITH SHAREHOLDERS Shareholders exercise their rights in matters concerning the Company at the Annual General Meeting. The Annual General Meeting elects the members of the Supervisory Board and passes resolutions approving the actions of the Executive and Supervisory Boards. It decides on the appropriation of the unap- propriated surplus and amendments to the Company’s Articles of Association. The Annual General Meeting, at which the Execu- tive and Supervisory Boards give an account of the past finan- cial year, takes place once a year. When resolutions are adopted at the Annual General Meeting, each share confers entitlement to one vote in line with the principle of “one share, one vote”. All shareholders are entitled to attend the Annual General Meeting and to speak and submit questions about items on the agenda. Deutsche EuroShop reports to its shareholders and to the public on the Company’s business performance, financial position and results of operations four times a year in line with a financial calendar. Press releases also inform the public and the media of Company activities. Information that may materially influence the Company’s share price is published in the form of ad hoc disclo- sures in accordance with the statutory requirements. The Executive Board gives regular presentations to analysts and at investor events as part of the Company’s investor relations activities. Analyst conferences on the release of the annual and quarterly financial statements are broadcast over the internet, where they are available to anyone interested in the Company. In addition, Deutsche EuroShop provides financial information and other information about the Deutsche EuroShop Group on its website. ACCOUNTING AND AUDITS The Deutsche EuroShop Group prepares its financial statements according to International Financial Reporting Standards (IFRSs) on the basis of section 292a of the Handelsgesetzbuch (HGB – German Commercial Code). The annual financial statements of Deutsche EuroShop AG will continue to be prepared in line with the accounting provisions of the HGB. The Executive Board is responsible for the preparation of the financial statements. The Chairman of the Audit Committee commissions the auditor of the annual financial statements, as elected by the Annual General Meeting. The stricter requirements for auditor independence are met in this process. OUTLOOK Further intensive discussions are being held on the diversity of management. Deutsche EuroShop has adapted accordingly and enlarged its Supervisory Board from six to nine members. After the Supervisory Board elections in 2013 and 2014, Deutsche EuroShop will continue to comply with the requirements of the Corporate Governance Code and the corresponding, diverse com- position of the Supervisory Board or meet the objectives of these. DATE SHARE PRICE IN € SALES (NO. OF SHARES) Claus-Matthias Böge Sale 21.05.2012 28.80 6,061 Olaf Borkers Sale 21.05.2012 28.85 1,000 Manfred Zaß Sale 19.07.2012 30.96 1,500 Manfred Zaß Sale 23.07.2012 30.38 1,000 Directors’ Dealings INVESTOR RELATIONS { 116 } DES ANNUAL REPORT 2012