DGAP-News: Announcement of a modified proposed resolution

DGAP-News: CTS Eventim AG / Key word(s): AGM/EGM Announcement of a modified proposed resolution for Item 7 of the Annual General Meeting of CTS Eventim AG on May 8, 2014 06.05.2014 / 14:03 --------------------------------------------------------------------- Announcement of a modified proposed resolution for Item 7 of the Annual General Meeting of CTS Eventim AG on May 8, 2014 1. Background At the forthcoming Annual General Meeting (AGM) on 8 May 2014, the management of CTS EVENTIM AG intends to propose a slightly modified resolution with regard to the original proposed resolution on agenda item 7 on the transformation of the Company into the legal form of a partnership limited by shares (KGaA) under accession of EVENTIM Management AG, including cancellation of the existing and creation of new authorized capital ("Item 7"). The reason for this approach has been the fact that after publication of the proposed resolutions, a number of shareholders have expressed to the Management Board their concerns over the authorization to exclude subscription rights up to the amount of 20 % of the share capital in the context of the creation of the authorized capital 2014. It must be presumed that these shareholders will vote against the proposed resolution for this reason. The Board assumes, however, that at least some of these shareholders would support the proposal if the maximum extent of excluding subscription rights would be set at 10% of the share capital. In order to produce the widest possible consent with the shareholders of the Company and to ensure a sufficiently large majority in favor of the proposed resolution, the Management Board (in agreement with the Supervisory Board) would like to propose to the AGM a modified resolution for Item 7, which differs from the proposal originally published with the notice of convocation of the AGM accordingly. 2. Modified Proposed Resolution Against this background, the Board intends to propose to the AGM on 8. May 2014 a modified version of the proposal under agenda item 7 which was published with the AGM convocation notice; the proposed resolution will be as follows: The Annual General Meeting deliberates for Item 7 as notified in the convocation notice in the German Federal Gazette (Bundesanzeiger) on March 31, 2014, but with the proviso that for the Authorized Capital 2014, the authorization to exclude subscription rights is limited to 10% of existing capital stock in effect upon exercise of the authorization, and accordingly (i) in Section 5 lit. ii) third paragraph and lit. iii) fourth paragraph of the proposed resolution and (ii) in Section II, § 4, paragraph 4 , third subparagraph of the articles of association of CTS Eventim AG & Co. KGaA, the number "20%" is in each case replaced by "10%". In all other respects, the proposed resolution and the proposed articles of association of CTS Eventim AG & Co. KGaA shall remain unchanged. 3. Effect on instructions given to the Proxy appointed by the Company and other agents; necessity of re-issue of instructions The company points out that voting instructions already issued to the Proxy appointed by the Company and possibly (depending on the modalities of proxy and voting instructions in the individual case) also to other agents (such as banks and shareholders' associations) with regard to the original proposal under Item 7 will be irrelevant when the proposal is made with the modified content described above, because the instructions given apply only to the original, but not to the modified proposal for Item 7. Therefore, due to the lack of valid instructions, the Proxy (and possibly the other agent) would not cast the votes of the shareholder in question when item 7 is voted on, and these votes would not be considered. Shareholders who have already issued voting instructions for Agenda Item 7 are therefore requested to give to the Proxy and, if necessary, the other agent renewed instructions with regard to the modified proposal, if the Proxy or, if applicable, the other agent is to vote on their behalf in the context of voting to Agenda Item 7. Instructions to the Proxy nominated by the Company with regard to the modified proposal for Item 7 can only be made in writing (including by fax or e-mail) under specific reference to such modified proposal, in particular using the form "Vollmacht und Weisung zu geändertem Beschlussvorschlag zu TOP 7", which with immediate effect is available for download in the Investor Relations section of the Company's website at www.eventim.de under the heading "Hauptversammlung 2014" and will also be sent to shareholders on written request immediately. Instructions to the Proxy nominated by the Company with regard to the modified proposal for Item 7 can, however, not be issued without specific reference to the modified proposal for Item 7, especially not under use of the authorization and instruction form sent with the admission and voting card, unless a specific reference to the modified proposal for Item 7 is explicitly made. Shareholders who wish to issue such instructions to the Proxy nominated by the Company prior to the AGM are for organizational facilitation requested, to submit these (in the form of the aforementioned form) no later than 7 May 2014 18.00 clock CEST (date of receipt by the Company) to one of the following addresses: CTS EVENTIM Aktiengesellschaft c/o PR IM TURM HV-Service AG Römerstraße 72-74 68259 Mannheim Fax: +49-621-7177213 Email: hauptversammlung@eventim.de The provisions of the convocation to attend the Annual General Meeting and the appointment of proxies remain unaffected. To the extend shareholders have authorized or wish to authorize a credit institution, a shareholders' association or a person or institution equated to them under § 135 AktG (German Stock Corporation Act) or § 135 AktG in conjunction with § 125 para 5 AktG , they are requested to consult in a timely matter with the proxy holder on the necessity and possibly the form of voting instructions with regard to the modified proposed resolution for agenda item 7. Bremen, 6. May 2014 The Management Board End of Corporate News --------------------------------------------------------------------- 06.05.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: CTS Eventim AG Dingolfinger Str. 6 81673 München Germany Phone: 0421/ 3666-233 Fax: 0421/ 3666-290 E-mail: claudia.aderhold@eventim.de Internet: www.eventim.de ISIN: DE0005470306 WKN: 547030 Indices: SDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 266685 06.05.2014