Zeal Network SE — AGM Information 2014

May 27, 2014

News Details

UK Regulatory | 27 May 2014 10:24

Tipp24 SE: NOTICE OF ANNUAL GENERAL MEETING

Tipp24 SE / Notice of AGM

27.05.2014 10:24

Dissemination of a Regulatory Announcement, transmitted by
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The issuer is solely responsible for the content of this announcement.

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Tipp24 SE

London, United Kingdom

• ISIN GB00BHD66J44 -

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Company's AGM will be held at the Andaz
Liverpool Street London, 40 Liverpool Street, London EC2M 7QN, United
Kingdom, on 19 June 2014 at 9.30 a.m. (British Summer Time). You will be
asked to consider and pass the resolutions below. All resolutions will be
proposed as ordinary resolutions.

ORDINARY RESOLUTIONS

1. To receive the Annual Report and Accounts of the Company for the year ended 31
   December 2013.

2. To appoint Ernst & Young LLP as auditors of the Company.

3. To authorise the Supervisory Board of the Company to determine the
   remuneration of Ernst & Young LLP for the coming financial year.

4. To change the amount and form of the remuneration of the members of the
   Supervisory Board pursuant to clause 202 of the Company's statutes, so that:

(a) the members of the Supervisory Board shall receive for every full
financial year a fixed annual remuneration of EUR 45,500, which shall be
multiplied by 3 in respect of the chairman of the Supervisory Board and by
2 in respect of the deputy chairman; and

(b) for every membership in a committee of the Supervisory Board, members of the
Supervisory Board shall receive an additional annual remuneration of EUR 17,500,
which shall be multiplied by 2 in respect of a chairman of a committee.

By order of the Supervisory Board

Dr Hans Cornehl
Chairman of the Executive Board

Tipp24 SE
25 Southampton Buildings
London WC2A 1AL

27 May 2014

EXPLANATION OF BUSINESS

The notes below explain the proposed resolutions. Resolutions 1 to 3 are
proposed as ordinary resolutions. This means that for each of those
resolutions to be passed, more than half of the votes cast must be in
favour of the resolution.

Resolution 1: Annual Report and Accounts
The directors must present their report and the Company's accounts for the
year ended 31 December 2013 to shareholders at the AGM. The Annual Report
and Accounts contain the consolidated annual financial statements and group
management report as at 31 December 2013, the voluntary special report of
the Supervisory Board, the statutory annual financial statements and
management report of Tipp24 SE as well as the auditors' statements
regarding both the consolidated and annual financial statements.

Resolution 2: Appointment of auditors
Resolution 2 proposes the appointment of Ernst & Young LLP as the Company's
auditors, until the conclusion of the Company's next general meeting at
which accounts are laid.

Resolution 3: Authorisation of the Supervisory Board to agree the auditors'
remuneration Resolution 3 authorises the Supervisory Board to determine the
auditors' remuneration.

Resolution 4: To change the amount and form of the remuneration of the
members of the Supervisory Board Resolution 4 increases the amount of remuneration
for Supervisory Board members, in respect of the financial year ending 31 December
2014 and subsequent financial years, from EUR 40,000 to EUR 45,500. The
remuneration of the chairman has been raised from a multiple of 2.5 to a multiple
of 3 times this amount, and the remuneration of the deputy chairman has been
raised from a multiple of 1.5 to a multiple of 2 times this amount. In addition,
the amount of remuneration for a member of the Supervisory Board being a member of
a committee has been raised from EUR 13,500 to EUR 17,500, and a new multiple of 2
times this amount has been applied to the chairmanship of a committee. These
changes result from an investigation performed at the request of the Supervisory
Board. The Supervisory Board engaged Board Consultants International to review the
appropriateness of the remuneration of the Supervisory Board. The consultants
performed several interviews with members of the Supervisory Board as well as an
external market analysis. The analyses concluded that the business of the Company
is strongly influenced by a highly dynamic regulatory environment. As a result,
the time investment required for a non-executive Board member is significantly
higher than the industry average. This additional time investment is currently not
reflected in the remuneration of the Supervisory Board. The proposed remuneration
scheme takes the specific situation of the Company into account and has been
deemed appropriate by the remuneration consultants.

DOCUMENTS ENCLOSED
This notice of meeting is being sent to all members and all CI Holders (as
defined in the Company's statutes) (collectively, 'Shareholders') as well
as all Company directors, together with an 'intention to attend' form and a
proxy form.

ENTITLEMENT TO ATTEND AND VOTE
The Company, pursuant to clauses 75, 76, 121 and 122 of the Company's
statutes, specifies that only those Shareholders entered in the register of
members of the Company or the CI Register (as defined in the Company's
statutes) (collectively, the 'Registers of Members', and each a 'Register
of Members') at 6:00 p.m. CEST on 17 June 2014, or, if the AGM is adjourned, in
the appropriate Register of Members 48 hours before the time
of any adjourned AGM, shall be entitled to attend and vote at the AGM in
respect of the number of shares or CIs registered in their name at that
time. Changes to the entries in the Registers of Members after 6:00 p.m.
CEST on 17 June 2014 or, if this AGM is adjourned, in the Registers of
Members less than 48 hours before the time of any adjourned AGM, shall be
disregarded in determining the rights of any person to attend or vote at
the AGM.

PROXIES
Registered Shareholders may appoint one or more proxies (who need not be a
Shareholder) to exercise all or any of their rights to attend and to speak
and vote at the AGM, provided that each proxy is appointed to exercise the
rights attached to a different share or shares held by his appointer. A
Shareholder may appoint a proxy or proxies by completing and returning the
proxy form enclosed with this notice to Tipp24 SE, c/o Computershare
Investor Services PLC, PO Box 1075, Bristol BS99 3FA, United Kingdom, or by
sending a scan of the proxy form as an attachment to an email, addressed to
tipp24-hv2014@computershare.de. You may not use any electronic address
provided in this notice to communicate with the Company for any purposes
other than those expressly stated.

To appoint more than one proxy or if you have not received a proxy form
with this pack, please contact Computershare by email to
tipp24-hv2014@computershare.de or by telephone on +49 89 30903-74675.

IMPORTANT: Your proxy form must be received no later than 9.30 a.m. (BST)
on 17 June 2014.

NOMINATED PERSONS
Any person to whom this notice is sent who is a person nominated under
section 146 of the Companies Act 2006 to enjoy information rights (a
'Nominated Person') may have a right, under an agreement between him and
the Shareholder by whom he was nominated, to be appointed (or to have
someone else appointed) as a proxy for the AGM. If a Nominated Person has
no such proxy appointment right or does not wish to exercise it, he may,
under any such agreement, have a right to give instructions to the
Shareholder as to the exercise of voting rights.

The statement of Shareholders' rights in relation to proxy appointment
described above under Proxies above does not apply to Nominated Persons.
Only the Company's Shareholders may exercise the rights described in those
paragraphs.

CORPORATE REPRESENTATIVES
Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of its powers provided
that they do not exercise their powers differently in relation to the same
shares, in which case the power is treated as not exercised. Any corporate
Shareholder who wishes (or who may wish) to appoint more than one corporate
representative should contact Computershare by email to
tipp24-hv2014@computershare.de or by telephone on +49 89 30903-74675.

TOTAL VOTING RIGHTS
As at 26 May 2014 (being the last practicable date before this notice's
publication) the Company's issued share capital consisted of 8,385,088
shares, carrying one vote each. Therefore, the total number of voting
rights in the Company as at 26 May 2014 is 8,385,088.

AUDIT MATTERS
In accordance with section 527 of the Companies Act 2006, members meeting
the requirements set out in that section have the right to require the
Company to publish on a website a statement setting out matters relating
to: (i) the audit of the Company's accounts (including the auditor's report
and the conduct of the audit) which are to be laid before the next annual
general meeting; or (ii) any circumstance connected with an auditor of the
Company ceasing to hold office since the last annual general meeting that
the members propose to raise at the AGM. The Company may not require the
members requesting any such website publication to pay its expenses in
complying with sections 527 or 528 of the Companies Act 2006. Where the
Company is required to place a statement on a website under section 527 of
the Companies Act 2006, it must send the statement to its auditor no later
than the time when it makes the statement available on the website. The
business which may be dealt with at the AGM includes any statement that the
Company has been required to publish on a website under section 527 of the
Companies Act 2006.

SHAREHOLDERS' RIGHTS TO ASK QUESTIONS
Any Shareholder attending the AGM has the right to ask questions. The
Company must cause to be answered any such question relating to the
business being dealt with at the AGM but no such answer need be given if:
(i) to do so would interfere unduly with the preparation for the AGM or
involve the disclosure of confidential information, (ii) the answer has
already been provided on a website in the form of an answer to a question,
or (iii) it is undesirable in the interests of the Company or the good
order of the AGM that the question be answered.

WEBSITE
A copy of this notice, and other information required by section 311A of
the Companies Act 2006, can be found at: www.tipp24.co.uk. A copy of the
Company's statutes is also available on the Company's website.

ATTENDING THE AGM
If you wish to attend, please arrive a few minutes early for security and
registration formalities. A map of the AGM's location is available at the
following URL: www.tipp24.co.uk.

LOCATION
Andaz Liverpool Street London, 40 Liverpool Street, London EC2M 7QN, United
Kingdom, on 19 June 2014.

27.05.2014 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
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Language: English
Company: Tipp24 SE
25 Southampton Buildings
WC2A 1AL London
United Kingdom
Phone: +44 (0)20 3739-7123
Fax: +44 (0)20 3739-7199
E-mail: frank.hoffmann@tipp24.co.uk
Internet: www.tipp24.co.uk
ISIN: GB00BHD66J44
Indices: SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
Category Code: NOA
TIDM:
Sequence Number: 2062
Time of Receipt: May 27, 2014 10:24:39

End of Announcement DGAP News-Service

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