Shareholders' Rights

1. Requests to amend the agenda pursuant to Art. 56 sent. 2 and sent. 3 SE-VO, Sec. 50 para. 2 SEAG, Sec. 122 para. 2 AktG

Shareholders jointly representing at least five percent of the share capital (equivalent to EUR 1,930,555.39 or 754,124 shares) or a proportionate ownership of at least EUR 500,000.00 (equivalent to 195,313 shares) may request that items be placed on the agenda and be disclosed. The minimum ownership is necessary for requests of shareholders of an SE to amend the agenda according to Art. 56 sent. 3 SE-VO in conjunction with Sec. 50 para. 2 SEAG. Sec. 50 para. 2 SEAG content wise correlates with Sec. 122 para. 2 sent. 1 AktG.

Each request must be accompanied by supporting information or a formal resolution proposal. A three-month pre-ownership period of the aforementioned minimum ownership of shares in the meaning of Sec. 122 para. 2 sent. 1 AktG in conjunction with Sec. 122 para. 1 sent. 3, 142 para. 2 sent. 2 AktG is according to Sec. 50 para. 2 SEAG not a prerequisite for a request to amend the agenda for a General Meeting of an SE.

The request to amend the agenda must be submitted to the Administrative Board of the Company in writing and must be received by the Company no later than 30 days prior to the Annual General Meeting, i.e. at the end of 3 April 2016 (midnight 24:00h). Please use the following address to submit your requests:

 

PUMA SE, Administrative Board

Ms. Beate Gabriel

Würzburger Straße 13

91074 Herzogenaurach

 

Unless made public together with the invitation to the General Meeting, requests for agenda amendments that are required to be disclosed are published immediately upon receipt in the German Federal Gazette (Bundesanzeiger) and submitted to those media for publication which may be presumed to distribute the information throughout the European Union. In addition, such requests are disclosed on the internet page of the Company at http://about.puma.com and there under INVESTOR RELATIONS / SHAREHOLDERS.

 

2. Counterproposals and election nominations pursuant to Sec. 126 and 127 AktG

Shareholders may submit to the Company counterproposals to the proposals of the Administrative Board relating to certain agenda items. All counterproposals must be accompanied by supporting information. Counterproposals and other inquiries concerning the Annual General Meeting must be sent to the following address, fax number or e-mail address below:

 

PUMA SE, Administrative Board

Ms. Beate Gabriel

Würzburger Straße 13

91074 Herzogenaurach

Fax: +49 (0) 9132-8142375

Email: investor-relations@puma.com

 

Counterproposals and voting proposals sent to a different address will be disregarded.

Subject to Sec. 126 paras. 2 and 3 AktG, we will publish shareholder counterproposals on the internet page of the Company at http://about.puma.com and there under INVESTOR RELATIONS / SHAREHOLDERS together with the name of the shareholder, the reasons for the counterproposals and any potential argument in favour of the administration in relation to the counterproposal, if the Company has received the shareholder’s counterproposal including its reasons at the aforementioned address, fax number or e-mail address at least 14 days prior to the General Meeting, i.e. until the end of 19 April 2016 (midnight 24:00h).

Pursuant to Sec. 127 AktG, these regulations also apply correspondingly to shareholder proposals in respect to candidates for Administrative Board elections (Item 6) and the election of the auditor (Item 5). However, such proposals do not need to be accompanied by an argument in favour. Besides the reasons defined in Sec. 126 para. 2 AktG, the Administrative Board does not need to disclose an election proposal if, but not limited to, the proposal does not include the proposed candidate’s name, place of residence and practiced profession. Furthermore, proposals regarding the election of members of the Administrative Board do not need to be made available if they do not enclose details of the proposed Administrative Board candidate’s memberships of other supervisory bodies whose existence is required by law (see Sec. 127 sent. 3 in conjunction with Sec. 124 para. 3 and Sec. 125 para. 1 sent. 5 AktG).

 

3. Right to Information pursuant to Sec. 131 para. 1 AktG

Sec. 131 para. 1 AktG affords every shareholder the right to receive information about the affairs of the Company from the Administrative Board upon request in the Annual General Meeting insofar as this information is necessary in order to assess an item of the Agenda properly and no right to refuse information applies. The Administrative Board’s duty to disclose information also extends to the legal and commercial relationships between PUMA SE and its affiliated companies. This duty to disclose information additionally encompasses the position of the Group and the companies included in the consolidated financial statements.