Legal notice/Exclusion of liability
Proxy and voting instructions to the Company proxies appointed by the company
Westwing Group AG offers you the option of Ms. Norma Laaziri and Ms. Maria Sieghart, both employees of Link Market Services GmbH, Munich, to represent you
individually and with the right to grant sub-proxies, as Company proxies appointed by the company during the Annual General Meeting of Westwing Group AG
on May 23, 2019 and to exercise your voting rights according to your voting instructions, disclosing your name.
The Company proxies are entitled to vote only to the extent that you expressly instructed them in your proxy on the individual resolution proposals made
by the Management under the Agenda items. The proxy holders are obliged to vote according to your instructions given to them on the Management’s
resolution proposals as published in the Agenda. Only one instruction may be given on each matter for resolution. If you will not issue explicit
voting instructions with respect to any items on the Agenda, the proxy holders will, depending on the voting procedure, abstain from voting or not
participate in the voting with respect to such items.
Shareholders granting Westwing Group AG’s Company proxies a proxy and/or issue voting instructions will be included in the attendance register with
reference to their being represented by the Company proxies (open power of attorney).
If proxy and voting instructions are not complete or not correctly filled in, or if they are not formally valid, the pertaining votes shall not be
represented by the Company proxies during the Annual General Meeting.
Westwing Group AG’s Company proxies will not use the voting rights granted to them to vote on any counter-motions or votes (such as procedural motions),
which had not been known ahead of the Annual General Meeting.
It is not possible to instruct Company proxies appointed by the company to make an objection, file a motion or ask questions during the Annual General Meeting.
If the Company receives authorisations and instructions for Company proxies by several means of transmission (post, fax, e-mail or internet),
the last formally valid proxy with relevant instructions received will be considered binding.
The personal attendance of a shareholder or an authorised third party at the Annual General Meeting will be deemed to constitute a revocation of proxy to the Company proxies.
The online shareholder service will be available until 22 May 2019 (midnight).
- The technical and organizational measures Westwing Group AG has taken to ensure the functioning of our online shareholder service conform to the latest
standards. However, Westwing Group AG would like to stress that the stability and availability of the services according to the latest technology may be
subject to fluctuations. Westwing Group AG shall not be responsible or liable for the functioning and local availability of the online shareholder service
or for the permanent accessibility of the telecommunications network and internet services. The responsibility for these matters is outside of
Westwing Group AG’s scope of influence. If Westwing Group AG should find that its online shareholder service, and/or the data saved in order to provide
these services have been subject to unauthorized interference, Westwing Group AG reserves the right to interrupt, or terminate prematurely, the online
shareholder service without further notice. In such a case, Westwing Group AG will only consider such proxies and instructions transmitted over the
online shareholder service, if it can be excluded that they have been tampered with. Westwing Group AG therefore recommends to use the online services
for granting proxy and issuing instructions in due time, so that – should these services be unavailable – the option of granting proxy and issuing
instructions can still be taken in writing (by post or fax).
Information on Data Protection for Shareholders
The Company, as the responsible or controlling body within the meaning of Article 4 no. 7 of the Regulation on the Protection of Natural Persons with Regard to the
Processing of Personal Data and on the Free Movement of such Data, and Repealing Directive 95/46/EC (the “General Data Protection Regulation”), processes personal data (last name, address, e-mail
address, number of shares, class of shares, type of ownership of shares and number of the admission ticket) based on the applicable data protection laws. In addition, the Company also processes personal
data of any proxy nominated by a shareholder (in particular such proxy’s name and place of residence). If a shareholder or proxy contacts the Company, the Company also processes the personal data
required to respond to any inquiries (such as the contact data provided by the shareholder or the proxy, for example telephone numbers).
Depending on the individual case, this may also apply to additional personal data. For example, the Company processes information on motions, questions, election proposals and requests from shareholders at
the General Meeting. In the event of countermotions and election proposals which must be made publicly available, the Company will also publish such items together with the shareholder’s name on the internet
The processing of personal data of shareholders is mandatory pursuant to Sections 118 et seq. of the German Stock Corporation Act in order to prepare, carry out and post-process the General Meeting, and to
enable shareholders to exercise their rights in connection with the General Meeting. Without the provision of such personal data, shareholders’ attendance at the General Meeting and the exercise of voting
rights and other rights in connection with the General Meeting would not be possible. Legal basis for the processing is the German Stock Corporation Act in conjunction with Article 6 para. 1 c) of the General
Data Protection Regulation. Given that all shares in the Company are bearer shares, the Company does, however, point out that shareholders may be represented by a bank (Section 135 para. 5 of the German
Stock Corporation Act), a shareholders’ association or any other person or institution that is equal thereto pursuant to Section 135 para. 8 of the German Stock Corporation Act or Section 135 para. 10 in
conjunction with section 125 para. 5 of the German Stock Corporation Act while maintaining their anonymity and without the provision of personal data, respectively.
The Company may also process personal data to fulfil other legal obligations, such as regulatory requirements as well as obligations to retain data under stock corporation laws, securities laws, commercial
laws and tax laws. The relevant statutory provisions in conjunction with Article 6 para. 1 sentence 1 c) of the General Data Protection Regulation form the legal basis for such processing.
The Company’s service providers that are assigned orders for the purpose of organizing the General Meeting only receive personal data from the Company if such data is required to provide the requested
services and only process the data in accordance with instructions from the Company.
Furthermore, personal data is made available to the shareholders and shareholder representatives in accordance with applicable laws, namely in the form of the list of participants. Shareholders and
shareholder representatives have the right to inspect the list of participants during the General Meeting (Section 129 para. 4 sentence 1 of the German Stock Corporation Act) and for a period of up to two
years after the General Meeting (Section 129 para. 4 sentence 2 of the German Stock Corporation Act).
The Company does not use personal data recorded in connection with the General Meeting for any decision based on automated processing (profiling) within the meaning of Article 4 No. 4 of the General Data
The Company or the service providers commissioned with the respective task generally receive personal data of shareholders via the registration office of the credit institutions such shareholders have
commissioned to hold their shares in the Company (so-called custodian banks).
The storage period for the data recorded in connection with the General Meeting regularly amounts to up to three years unless the Company is legally required to provide evidence and retain data for a longer
period of time or the Company has a legitimate interest in its retention, for example in case of judicial and extrajudicial disputes in connection with the General Meeting. After the expiration of the
relevant retention period, the personal data will be deleted.
According to certain statutory requirements, shareholders have information, correction, limitation, objection and deletion rights with respect to their personal data and the processing thereof, respectively.
Should any personal data of shareholders be inaccurate or incomplete, such shareholders have the right to request a correction and supplementation. Shareholders may at any time request the deletion of their
personal data to the extent that the Company is not legally required or entitled to further process their data. Furthermore, shareholders have a right to data portability pursuant to Chapter III of the
General Data Protection Regulation.
Shareholders can assert these rights vis-à-vis the Company free of charge via the following contact details, which also allow shareholders to contact the Company with respect to questions on data protection:
Fax: +49 (0) 9 41 29 86 93 16
Moreover, shareholders have the right to file a complaint with the following data protection supervisory authorities pursuant to Article 77 of the General Data Protection Regulation.
The data protection supervisory authority responsible for the Company is:
Bayerisches Landesamt für Datenschutzaufsicht
Tel.: +49 (0)981 53-1300
Fax: + 49 (0)981 53-5300
The Company’s data protection officer can be contacted at:
Fax: +49 (0) 9 41 29 86 93 16