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    AG1   DE000A2LQ884

AUTO1 GROUP SE

(AG1)
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Delayed Xetra  -  11:35 2022-12-02 am EST
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AUTO1 : Shareholder Meeting Document

05/02/2022 | 08:27am EST

CONVENIENCE TRANSLATION. FOR READING PURPOSES ONLY!

Annual General Meeting of AUTO1 Group SE on June 9, 2022

Explanations on the shareholders' rights pursuant to section 122 (2) AktG (Aktiengesetz, "AktG") in conjunction with Art. 56 sentence 2 and 3 of the SE Regulation and section 50 (2) SEAG as well as sections 126 (1), 127, 131 (1) AktG in conjunction with section 1 para. 2 COVID-19-Act

Important note: Based on section 1 of the Act on Measures in the Law on Companies, Cooperatives, Associations, Foundations and Condominiums to Combat the Effects of the COVID-19 Pandemic of March 27, 2020, as currently applicable (COVID-19 Act), the Management Board has decided, with the consent of the Supervisory Board, that this year's Annual General Meeting of AUTO1 Group SE will be held as virtual shareholders' meeting without physical attendance of shareholders or their representatives. The conduct of the Annual General Meeting as virtual shareholders' meeting based on the COVID-19-Act leads to modifications in the procedure of the meeting and in the exercise of the shareholders' rights.

The convocation of the shareholders' meeting already includes information about the shareholders'

rights pursuant to section 122 (2) AktG in conjunction with Art. 56 sentence 2 and 3 of the SE Regulation and section 50 (2) of the SEAG as well as sections 126 (1), 127, 131 (1) AktG in conjunction with section 1 para. 2 COVID-19-Act.a

The following information serves the purpose to give more detailed explanations thereon. Unless expressly stated otherwise, all times stated in this invitation to the shareholders' meeting are times in

Central European Summer Time (CEST) as applicable in Germany. Coordinated Universal Time (UTC) corresponds to Central European Summer Time (CEST) minus two hours.

Shareholders' right to request an addition to the agenda pursuant to section 122 (2) AktG in conjunction with Art. 56 sentence 2 and 3 of the SE Regulation and section 50 (2) SEAG

Shareholders whose aggregate shareholdings represent 5% of the share capital or the proportionate amount of EUR 500,000.00 of the share capital (this corresponds to 500,000 no-par value shares) of AUTO1 Group SE may request that items be included on the agenda and published. The request must be submitted in writing (section 126 of the German Civil Code (BGB)) to the Management Board of AUTO1 Group SE. We kindly ask you to address such requests to the following mailing-address:

a

Unless stipulated otherwise by specific provisions of the SE regulation or of the SEAG, the provisions which apply to German stock corporations also apply to the SE pursuant to Art. 9 (1) lit c) (ii) of the SE Regulation. In particular, according to Art. 53 of the SE Regulation, the respective provisions regarding the organization and the procedure of the shareholders' meeting as well as regarding the voting procedure which apply to German stock corporations shall apply to the SE unless stipulated otherwise in Section 4 of the SE Regulation.

38177.00037

AUTO1 Group SE - Vorstand - Bergmannstraße 72 10961 Berlin Germany

The Management Board did not make use of the possibility to shorten the convocation period of the shareholders' meeting pursuant to section 1 para. 3 sentence 1 COVID-19-Act. Consequently, the shortened period for the receipt of requests for an addition to the agenda pursuant to section 1 para. 3 sentence 4 COVID-19-Act does not apply.

The request must therefore be received by the Company at least 30 days prior to the shareholders' meeting. The day of receiving the request and the day of the shareholders' meeting shall not be taken into account. The request, therefore, must be received by the Company no later than on Monday, May 9, 2022, 24:00 hrs. In contrast to a German stock corporation, a minimum holding period as prerequisite for the right to request an addition to the agenda for the shareholders of an SE is not required pursuant to Art. 56 of the SE Regulation.

Each new item of the agenda must include a reasoning or a resolution proposal.

Additions to the agenda to be published will be published without undue delay after the receipt of the request - in the same way as the convocation - in the Federal Gazette and will be forwarded for publication to such media that can be expected to disseminate the information throughout the European Union. They will also be published on the website of the Company at https://ir.auto1-group.com/hauptversammlung.

The statutory provisions on which these shareholders' rights are based are the following:

Art. 56 of the SE Regulation

[Addition to the agenda]

1One or more shareholders who together hold at least 10 % of an SE's subscribed capital may request that one or more additional items be put on the agenda of any general meeting. 2The procedures and time limits applicable to such requests shall be laid down by the national law of the Member State in which the SE's registered office is situated or, failing that, by the SE's statutes. 3The above proportion may be reduced by the statutes or by the law of the Member State in which the SE's registered office is situated under the same conditions as are applicable to public limited-liability companies.

Section 50 of the SEAG

Convocation and addition to the agenda upon request of a minority

(Excerpt - Paragraph 2)

One or more shareholders may request that one or more additional items be put on the agenda of a general meeting provided that his or their shareholding amounts to at least 5 % of the share capital or the pro-rata amount of EUR 500,000.

Section 122 AktG

Convocation on request of a minority

(Excerpt - Paragraph 1 sentence 1 and 2 and paragraph 2)

  • (1) 1A shareholders' meeting shall be called if shareholders whose aggregate shareholding equals or exceeds one-twentieth of the share capital request such meeting in writing, stating the purpose and the reasons therefore; such request shall be addressed to the Management Board. 2The articles of association may provide that the right to request calling of a shareholders' meeting shall require a different form and the holding of a lower portion of the share capital.

  • (2) 1In the same manner, shareholders whose aggregate shareholding equals or exceeds one-twentieth of the share capital or a proportionate amount of EUR 500,000.00 may request that items be included in the agenda and published. 2Each new item must be attached a reasoning or a resolution proposal. 3The request within the meaning of sentence 1 must have been received by the company at least 24 days, and in the case of listed companies at least 30 days, prior to the meeting; for the purpose of calculating the above time period, the day of receipt shall not be counted.

Section 124 AktG

Publication of Requests for Additions to the Agenda; Resolution Proposals

(Excerpt - Paragraph 1)

1If the minority has requested pursuant to section 122 (2) that items be added to the agenda, these items shall be published either already upon convocation or immediately after the receipt of the request. 2Section 121 (4) shall apply analogously; moreover, with respect to listed companies section 121 (4a) shall apply analogously. 3Publication and submission shall be made in the same way as the convocation.

Shareholders' counter-motions and election proposals pursuant to sections 126 (1), 127 AktG, section 1 para. 2 sentence 3 COVID-19-Act

Every shareholder has the right to transmit counter-motions to the proposals of the Management Board and/or the Supervisory Board on specific agenda items as well as proposals regarding an election of Supervisory Board members or auditors provided for in the agenda.

Counter-motions and election proposals may be transmitted to the Company prior to the shareholders'

meeting to the following address:

AUTO1 Group SE - Investor Relations -

Bergmannstraße 72

10961 Berlin

E-Mail:ir@auto1-group.com

Counter-motions and election proposals will be made available without undue delay together with the shareholder's name and the reasoning (if any) as well as potential statements of the management on the website of the Company at https://ir.auto1-group.com/hauptversammlung if they are submitted to the Company at the foregoing addressee at least 14 days prior to the shareholders' meeting; the day of receiving and the day of the shareholders' meeting shall not be counted. Therefore, counter-motions

and election proposals must be received by the Company by no later than Wednesday, May 25, 2022, 24:00 hrs. Counter-motions and election proposals addressed differently will not be made available.

Even if the above mentioned requirements are fulfilled, subject to the conditions provided for in section 126 (2) AktG, the Company may partially or completely refrain from making counter-motions or election proposals available. An election proposal, furthermore, does not need to be made available, if it does not include the information provided for in section 127 (3) AktG. Furthermore, subject to the conditions provided for in section 126 (3) AktG, the Company may summarize counter-motions or election proposals and their reasoning, respectively.

Motions or election proposals by shareholders which are to be made accessible pursuant to section 126 or section 127 AktG are deemed to have been made at the meeting pursuant to section 1 para. 2 sentence 3 COVID-19 Act if the shareholder making the motion or submitting the election proposal is duly authorized and registered for the shareholders' meeting. This applies mutatis mutandis to motions

relating agenda items which are subsequently placed on the agenda by separate announcement on the basis of a supplementary motion by shareholders pursuant to section 122 para. 2 AktG.

The statutory provisions of the AktG on which these shareholders' rights are based and which also provide for the conditions under which counter-motions and election proposals or their reasoning need not be made available, and of the COVID-19-Act, are the following:

Section 126 AktG

Motions by shareholders

  • (1) 1Motions by shareholders including the shareholder's name, the reasoning therefore and any statements of the management shall be made available to the relevant persons to be notified pursuant to Section 125 (1) to (3) AktG under the conditions set forth therein, provided that the shareholder has sent a counter-motion against a proposal of the Management Board and the supervisory board with respect to a specific item of the agenda, including a reasoning for the counter-motion, to the address stated for this purpose in the convocation, no later than 14 days prior to the meeting of the company.

    2The date of receipt shall not be taken into account. 3In the case of listed companies, the aforementioned information must be made available on the website of the company.

    4Section 125 (3) shall apply analogously.

  • (2) 1A counter-motion and the reasoning therefore do not need to be made available

  • 1. if the Management Board would by reason of such communication become criminally liable;

  • 2. if the counter-motion would result in a resolution of the shareholders' meeting which would be illegal or would violate the articles of association;

  • 3. if the reasoning includes statements which are manifestly false or misleading in material respects or which are libellous;

  • 4. if a counter-motion of such shareholder based on the same facts has already been published with respect to a shareholders' meeting of the company pursuant to Section 125;

  • 5. if the same counter-motion of such shareholder with basically identical reasoning has already been published pursuant to Section 125 to at least two shareholders' meetings of the company within the past five years and at such shareholders' meetings less than one-twentieth of the share of capital represented has voted in favour of such counter-motion;

  • 6. if the shareholder indicates that he will neither attend nor be represented at the shareholders' meeting, or

  • 7. if within the past two years at two shareholders' meetings, the shareholder has failed to make or cause to be made on his behalf a counter-motion communicated by him.

  • 2The reasoning does not need to be made available if it includes a total of more than

  • 5,000 characters.

(3)If several shareholders make counter-motions in respect to the same subject matter, the Management Board may summarize such counter-motions and the respective reasoning.

Section 127 AktG

Election proposals by shareholders

(Excerpt - Sentences 1 to 3)

1Section 126 shall apply analogously to a proposal by a shareholder for the election of members of the supervisory board or external auditors. 2The election proposal does not require a reasoning. 3The Management Board does not need to make the proposal available unless it contains the information required under Section 124 (3) sentence 4 and Section 125 (1) sentence 5.

Section 124 AktG

Publication of requests for addition; proposals for resolution

(Excerpt - Paragraph 3 sentence 4)

[…] 4The proposal for the election of members of the supervisory board or auditors shall state their name, profession and place of residence. […]

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

AUTO1 Group SE published this content on 02 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2022 12:26:10 UTC.


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