Please activate JavaScript!
Please install Adobe Flash Player, click here for download

DES GB2013 E

Relationships with shareholders Shareholders exercise their rights in matters concerning the Com- pany 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 de- cides on the appropriation of the unappropriated surplus and amend- ments to the Company’s Articles of Association. The Annual General Meeting, at which the Executive and Supervisory Boards give an ac- count of the past financial year, takes place once a year. When resolu- tions 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 Meet- ing and to speak and submit questions about items on the agenda. Deutsche EuroShop AG 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 disclosures in accordance with the statutory requirements. The Executive Board gives regular presentations to analysts and at in- vestor events as part of the Company’s investor relations activities. An- alyst 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 AG 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 accord- ing to International Financial Reporting Standards (IFRSs) on the basis of section 315a 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 Chairwoman of the Audit Committee com- missions the auditor of the annual financial statements, as elected by the Annual General Meeting. The stricter requirements for auditor in- dependence are met in this process. Outlook The composition of the Supervisory Board will continue to change in 2014 in line with the recommendations and requirements of the Corporate Governance Code. The members of the Capital Market Committee are Mr Zaß, Mr Arm- brust and Mr Strecker. The Capital Market Committee is chaired by Mr Zaß, and his deputy is Mr Armbrust. The Supervisory Board’s powers relating to the utilisation of approved capital and conditional capital were transferred to the Committee for decision-making and processing. Shareholdings EXECUTIVE BOARD As at 31  December 2013, the Executive Board held a total of 13,000 shares, less than 1% of Deutsche EuroShop AG’s share capital. SUPERVISORY BOARD As at 31 December 2013, the Supervisory Board held a total of 5,308,996 shares, more than 1% of Deutsche EuroShop AG’s share capital. In addition to the general statutory provisions requiring public disclo- sure, the rules of procedure of the Executive Board and of the Super- visory Board govern the reporting duties of Executive and Supervi- sory Board members in the event of dealings involving shares in the Company or related rights of purchase or sale, as well as rights di- rectly dependent on the Company’s share price. Directors’ dealings The following securities transactions by members of the Executive Board and of the Supervisory Board or by certain persons related to members of the executive bodies were notified to Deutsche EuroShop AG during financial year 2013 in accordance with section 15a of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act): Date Share price in € Num- ber Claus-Matthias Böge Sale 03.05.2013 33.63 6,000 Carlotta Böge Sale 03.05.2013 33.30 2,500 Thomas Armbrust Purchase 24.06.2013 29.64 3,600 Annette Armbrust Purchase 24.06.2013 29.49 1,250 Gabriele Cattarius-Armbrust Purchase 24.06.2013 29.44 600 Klaus Striebich Purchase 24.06.2013 29.55 500 AROSA Vermögensver- waltungsgesellschaft m.b.H. Purchase 25.06.2013 29.91 60,000 AROSA Vermögensver- waltungsgesellschaft m.b. H. Purchase 26.06.2013 29.93 1,000 DEUTSCHEEUROSHOPGESCHÄFTSBERICHT2013/INVESTORRELATIONS 115

Pages Overview