Shareholders' Rights

Notice: This translation is provided to shareholders for convenience purposes only. The German original of this document is exclusively authoritative and legally binding.

PUMA SE

Annual General Meeting

On 12 April 2017 at the PUMA Brand Centre in Herzogenaurach, Germany.

Further Explanations pursuant to Section 121 (3) sentence 3 no. 3 German Stock Corporation Act [Aktiengesetz – AktG][1] regarding Shareholders‘ Rights

  1. Requests to amend the agenda pursuant to Article 56 sentence 2 and sentence 3 of the Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) [SE-Verordnung - SE-VO], Section 50 (2) SE Implementation Act [SE-Ausführungsgesetz – SEAG], Section 122 (2) AktG

Shareholders jointly representing at least 5% of the share capital (equivalent to EUR 1,930,555.39 or – rounded up to the next whole number – 754,124 shares) or a proportionate ownership of at least EUR 500,000.00 (equivalent to – rounded up to the next whole number – 195,313 shares and is thus the relevant threshold) may request that items are placed on the agenda and disclosed. The minimum ownership is necessary for requests of shareholders of an SE to amend the agenda pursuant to Article 56 (3) SE-VO in conjunction with Section 50 (2) SEAG. With regard to its content, Section 50 (2) SEAG corresponds to Section 122 (2) sentence 1 AktG.

Each request must be accompanied by supporting information or a formal resolution proposal. A 90-day pre-ownership period of the aforementioned minimum ownership of shares in the meaning of Section 122 (1) sentence 3 AktG is not a prerequisite for a request to amend the agenda of an SE in accordance with Section 50 (2) SEAG.

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. by the end of 12 March 2017 (midnight 24:00h). Please submit your request to the following address:

PUMA SE, Administrative Board

Ms. Beate Gabriel

Würzburger Straße 13

91074 Herzogenaurach

Germany

Unless made public together with the invitation, requests for amendments to the agenda which need to be disclosed are published immediately upon receipt in the German Federal Gazette [Bundesanzeiger] and submitted for publication to those media platforms which may be presumed to distribute the information throughout the European Union. In addition, such requests are disclosed on the website of the Company at INVESTOR RELATIONS / SHAREHOLDERS on http://about.puma.com/en.

This shareholder right is based upon the following statutory regulations:

Article 56 SE-VO

One 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. The 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. The 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 SEAG

Convocation of and amendment to the agenda at the request of a minority (excerpt)

(2) The amendment to the agenda of a general meeting by one or more items may be requested by one or more shareholders whose shares amount in aggregate to not less than 5 percent of the subscribed capital or represent an amount of the subscribed capital corresponding to EUR 500,000.

 

Section 122 AktG

Convocation of a meeting at the request of a minority (excerpt)

(1) 1The General Meeting shall be called if shareholders, whose holding in aggregate equals or exceeds one-twentieth of the share capital, demand such meeting in writing, stating the purpose and the reasons of such meeting; such demand shall be addressed to the management board. 2The articles may provide that the right to demand a General Meeting shall require another form or the holding of a lower proportion of the share capital. 3The petitioners must evidence that they have held their shares for a period of at least 90 days prior to the date the request is received by the Company and that they hold the shares until the decision upon their request is passed by the management board. 4Section 121 (7) shall apply accordingly.

(2) 1In the same manner, shareholders whose shares amount in aggregate to not less than one-twentieth of the share capital or represent an amount of the share capital corresponding to EUR 500,000, may demand that items are put on the agenda and published. 2Each new item shall be accompanied by an explanation or a draft proposal. 3The demand in the sense of sentence 1 shall be provided to the company at least 24 days, in case of listed companies at least 30 days, prior to the meeting; the day of receipt shall not be included in this calculation.

 

Section 121 AktG

General provisions (excerpt)

(7) 1In case of deadlines and dates which are calculated back from the date of the meeting, the day of the meeting itself shall not be included in the calculation. 2Adjourning the meeting from a Sunday, Saturday or a holiday to a preceding or following working day shall not be an option. 3Sections 187 to 193 of the German Civil Code shall not be applied analogously. 4In case of unlisted companies, the articles may provide for a different calculation of the deadline.

  1. Counterproposals and election nominations in accordance with Sections 126 (1), 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 exclusively to the following address, telefax number or e-mail address:

PUMA SE, Administrative Board

Ms. Beate Gabriel

Würzburger Straße 13

91074 Herzogenaurach

Germany

Fax: +49 (0) 9132-8142375

E-mail: investor-relations@puma.com

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

Subject to Sections 126 (2) and (3) AktG, we will publish shareholder counterproposals on the website of the Company under INVESTOR RELATIONS / SHAREHOLDERS at http://about.puma.com/en 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 Annual General Meeting, i.e. by the end of 28 March 2017 (midnight 24:00h).

Pursuant to Section 127 AktG, these regulations also apply correspondingly to shareholder proposals with regard to the appointment of the auditor (Item 5) or the election of candidates for the Administrative Board (Item 6). However, such proposals need not be accompanied by any supporting reasons. Besides the reasons defined in Section 126 (2) AktG, the Administrative Board does not need to disclose an election nomination even if 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 need not be made available if they do not include details of the proposed Administrative Board candidate’s memberships of other supervisory bodies whose existence is required by law (see Section 127 sentence 3 in conjunction with Section 124 (3) and Section 125 (1) sent. 5 AktG).

This shareholder right is based upon the following statutory regulations:

Section 126 AktG

Motions by Shareholders

(1) 1Motions by shareholders together with the shareholder’s name, the grounds and any positions taken by the management board shall be made available to the persons entitled pursuant to Section 125  (1) to (3) under the conditions stated therein if at least 14 days before the meeting the shareholder sends to the address indicated in the notice convening the meeting a motion counter to a proposal of the management board and supervisory board as to an item on the agenda. 2The date of receipt shall not be taken into account. 3In the case of listed companies, access shall be provided via the company’s Internet page. 4Section 125 (3) shall apply analogously.

(2) 1A counterproposal and the grounds for this need not be made available if

1.  the management board would by reason of such communication become criminally liable;

2.  the counterproposal would result in a resolutions by the General Meeting which would be illegal or would violate the articles;

3.  the grounds contain statements which are manifestly false or misleading in material respects or which are libellous;

4.  a counterproposal of such shareholder based on the same facts has already been communicated with respect to a General Meeting of the company pursuant to Section 125;

5.  the same counterproposal of such shareholder on essentially identical grounds has already been communicated pursuant to Section 125 to at least two General Meetings of the company within the past five years and at such General Meeting less than one-twentieth of the share capital represented has voted in favour of such counterproposal;

6.  the shareholder indicates that he will neither attend nor be represented at the General Meeting; or

7.  within the past two years at two General Meetings the shareholder has failed to make or cause to be made on his behalf a counterproposal communicated by him.

2The statement of the grounds need not be communicated if it exceeds 5,000 characters.

(3) If several shareholders make counterproposals for resolution in respect to the same subject matter, the management board may combine such counterproposals and the respective statements of the grounds.

 

Section 127 AktG

Nominations by shareholders

1Section 126 shall apply analogously to a nomination by a shareholder for the election of a member of the supervisory board or independent auditors. 2Such nomination need not be supported by a statement of the reasons therefore. 3The management board need not communicate such nomination if the nomination fails to contain information pursuant to Section 124 (3) sentence 4 and Section 125 (1) sentence 5. 4The management board shall ensure that the nomination by a shareholder for the election of supervisory board members of listed companies which are subject to the German Co-Determination Act (MitbestG), the German Act on Co-Determination in the Coal, Iron and Steel Industry (MontanMitbestG) or the German Supplementary Co-Determination Act (MitbestErgG) is accompanied by the following information:

1   Reference to the requirements of Section 96 (2),

2.  Statement as to whether there has been an objection to joint compliance pursuant to Section 96 sec. (2) sentence 3 and

3.  Statement as to the minimum number of seats on the supervisory board to be occupied by women and by men so that the minimum quota required by Section 96 (2) sentence 1 is complied with.

 

Section 124 AktG

Publications of requests for supplements; proposals for resolutions (excerpt)

(3) (…) 3The proposal for the election of members of the supervisory board or auditors shall state their names, actual profession and place of residence. (…)

 

Section 125 AktG

Communications to shareholders and members of the supervisory board (excerpt)

(1) (…) 5In case of listed companies, details on the membership in other supervisory boards to be established pursuant to statutory provisions must be added to any nomination for the election of supervisory board members; details on their membership in comparable domestic and foreign controlling bodies of enterprises should be added.

The right of each shareholder to submit counterproposals on the various items of the agenda and nominate candidates for the election of the Administrative Board or the independent auditor during the Annual General Meeting without having informed the Company of the counterproposal or the nomination in advance or before the deadline, shall remain unaffected (cf. Section 124 (4) sentence 2 AktG).

Please note that counterproposals and election nominations by shareholders, also if they had previously been submitted to the Company in due time, will only be considered if they are brought forward also during the Annual General Meeting.

  1. Right to Information pursuant to Section 131 (1) AktG

Pursuant to Section 131 (1) AktG, each shareholder has the right to receive information about the affairs of the Company from the Administrative Board upon request at the Annual General Meeting insofar as this information is necessary in order to assess an item of the Agenda properly and insofar as there is no right to refuse information. 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 involves the position of the Group and the companies included in the consolidated financial statements.

This shareholder right is based upon the following statutory regulations:

Section 131 AktG

Right of shareholders to information

(1) 1Each shareholder shall upon request be provided with information at the General Meeting by the management board regarding the company’s affairs, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. 2The duty to provide information shall also extend to the company’s legal and business relations with any affiliated enterprise. 3If a company makes use of the simplified procedure pursuant to Section 266 (1) sentence 3, Section 276 or Section 288 of the German Commercial Code, each shareholder may request that the annual financial statements be presented to him at the General Meeting on such annual financial statements in the form which would have been used if such provisions on the simplified procedure were not applied. 4A parent enterprise’s (Section 290 (1) and (2) of the German Commercial Code) management board’s duty to inform the General Meeting that considers the consolidated financial statements and the consolidated annual report shall extend to the outlook of the group and the enterprises included in the consolidated financial statement.

(2) 1The information provided shall comply with the principles of conscientious and accurate accounting. 2 The articles or rules of procedure pursuant to Section 129 may authorise the chairperson of the meeting to limit the number of questions and speaking time of the shareholders as appropriate and to lay down general rules in this regard.

(3) 1The management board may refuse to provide information

1.         to the extent that providing such information is, according to sound business judgement, likely to cause material damage to the company or an affiliated enterprise

2.         to the extent that such information relates to tax valuations or the amount of certain taxes

3.         with regard to the difference between the value at which items are shown in the annual balance sheet and the higher market value of such items, unless the General Meeting is to approve the annual financial statements

4.         with regard to the methods of classification and valuation, if disclosure of such methods in the notes suffices to provide a clear view of the actual condition of the company’s assets, financial position and profitability within the meaning of Section 264 (2) of the German Commercial Code; the foregoing shall not apply if the General Meeting is to approve the annual financial statements

5.         if provision thereof would render the management board criminally liable

6.         if in the case of a credit institution or financial services institution information about the applied balance sheet and valuation methods or calculations made in the annual financial statements, the annual report, the consolidated financial statements or the group’s annual report need not be given

7.         if the information is continuously available on the company’s Internet page seven or more days prior to the General Meeting as well as during the meeting.

2The provision of information may not be refused for other reasons.

(4) 1If information has been provided outside a general meeting to a shareholder by reason of his status as a shareholder, such information shall upon request be provided to any other shareholder at the general meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. 2The management board may not refuse to provide such information on the grounds of Section 131 (3) sentence 1 nos. 1 to 4. 3 Sentences 1 and 2 shall not apply if a subsidiary (Section 290 (1) and (2) of the German Commercial Code (HGB)), a joint venture (Section 310 (1) of the German Commercial Code (HGB)) or an associated company (Section 311 (1) of the German Commercial Code (HGB)) provides the information to a parent company (Section 290 (1) and (2) of the German Commercial Code) for the purpose of inclusion in the consolidated financial statements of the parent company and such information is required for such purpose.

(5) A shareholder who has been denied information may request that his question and the reason for which the information was denied be recorded in the minutes of the meeting.

 

In addition, the Articles of Association of PUMA SE contain the following regulation regarding the limitation of the shareholders’ right to ask questions and speak:

Section 18

Procedure of the general meeting (excerpt)

18.1   The Board shall elect the chairperson for the General Meeting. In case of prevention of the elected chairperson, the Board shall elect a deputy chairperson for the General Meeting. The chairperson or the deputy chairperson shall chair the General Meeting (the “Meeting Chairperson”). The Meeting Chairperson shall determine the course of the General Meeting’s agenda, as well as the type and order of the voting. The Meeting Chairperson is entitled to set an appropriate limit, either at the beginning or during the course of the General Meeting, on the time available for speaking and asking questions for the entire course of the General Meeting or for the discussion on individual agenda items or for individual speakers.

____________________

[1] The provisions of the AktG are applicable to the rights of the Company’s shareholders pursuant to Article 9 (1) c) ii), Article 10 and Article 53 of the Council Regulation (EC) No. 2157/2001 of 8 October 2011 on the Statute for a European Company (SE), unless set forth otherwise in any specific provision of the SE Regulation. References to “management board“ or “supervisory board” in the cited provisions of the AktG included in the subsequent explanations are to be read as references to the Administrative Board in case of the one-tier system of PUMA SE.