Global Fashion Group S.A.: Global Fashion Group S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 20.05.2026 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

Agenda and Proposed Resolutions for the Annual General Meeting of the Company

Agenda

Presentation of the combined consolidated management report of the management board of the Company (the “Management Board”) and of the report of the approved statutory auditor (réviseur d’entreprises agréé) on the Company’s consolidated financial statements for the financial year ended 31 December 2025 prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) and on the Company’s annual accounts for the financial year ended 31 December 2025 prepared in accordance with Luxembourg Generally Accepted Accounting Principles (“Luxembourg GAAP”).

Approval of the Company’s consolidated financial statements for the financial year ended 31 December 2025.

Approval of the Company’s annual accounts for the financial year ended 31 December 2025.

Allocation of results for the financial year ended 31 December 2025.

Granting of discharge to Christoph Barchewitz, member of the Management Board, for the exercise of his mandate during the financial year ended 31 December 2025.

Granting of discharge to Helen Hickman, member of the Management Board, for the exercise of her mandate during the financial year ended 31 December 2025.

Granting of discharge to Gunjan Soni, former member of the Management Board, for the exercise of her mandate during the period of her service in the financial year ended 31 December 2025.

Granting of discharge to Cynthia Gordon, member of the supervisory board of the Company (the “Supervisory Board”), for the exercise of her mandate during the financial year ended 31 December 2025.

Granting of discharge to John Baker, member of the Supervisory Board, for the exercise of his mandate during the financial year ended 31 December 2025.

Granting of discharge to Carol Shen, member of the Supervisory Board, for the exercise of her mandate during the financial year ended 31 December 2025.

Granting of discharge to Laura Weil, member of the Supervisory Board, for the exercise of her mandate during the financial year ended 31 December 2025.

Granting of discharge to Andreas Bernstrom, member of the Supervisory Board, for the exercise of his mandate during the financial year ended 31 December 2025.

Granting of discharge to Georgi Ganev, former member of the Supervisory Board, for the exercise of his mandate during the period of his service in the financial year ended 31 December 2025.

Renewal of the appointment of Ernst & Young as the approved statutory auditor (réviseur d’entreprises agréé) of the Company for a period ending at the general meeting of shareholders of the Company approving the annual accounts for the financial year ending on 31 December 2026.

Presentation of, and advisory vote on, the remuneration report for the members of the Management Board and the Supervisory Board for the financial year ended 31 December 2025.

Presentation of, and advisory vote on, the revised remuneration policy for the members of the Management Board and the Supervisory Board.

Approval and, to the extent necessary, ratification of the remuneration of the members of the Supervisory Board, payable annually and for the period of their mandate.

Authorisation for the Management Board to repurchase up to 20% of the total number of common shares of the Company issued on the date of the Annual General Meeting within a period of five (5) years as from the date of the Annual General Meeting.

Proposed Resolutions and Explanatory Notes to the Business of the Annual General Meeting

Resolutions 1 to 4 – Approval of Financial Statements

The Management Board proposes that the Annual General Meeting, after having reviewed the combined management report of the Management Board and the report of the approved statutory auditor, approve:

Shareholders are reminded that no vote is required for agenda item 1.

Resolutions 5 to 7 – Discharge of Current and Former Members of the Management Board

The Management Board proposes that the Annual General Meeting approve that discharge be granted to each current and former member of the Management Board, for the exercise of their mandates during the financial year ended 31 December 2025.

Resolutions 8 to 13 – Discharge of Current Members of the Supervisory Board

The Management Board proposes that the Annual General Meeting approve that discharge be granted to each current and former member of the Supervisory Board, for the exercise of their mandates during the financial year ended 31 December 2025.

Resolution 14 – Reappointment of Auditor

The Management Board proposes that the Annual General Meeting appoint the auditing firm Ernst & Young as approved statutory auditor (réviseur d’entreprises agréé) to perform the independent audit of the Company regarding the financial year ending 31 December 2026.

Resolution 15 – Presentation of, and advisory vote on, the remuneration report for the financial year ended 31 December 2025 for the members of the Management Board and the Supervisory Board

The Management Board proposes that the Annual General Meeting pass an advisory vote in favour of the remuneration report for the members of the Management Board and the Supervisory Board for the financial year ended 31 December 2025.

Resolution 16 – Presentation of, and advisory vote on, the revised remuneration policy for the members of the Management Board and the Supervisory Board

The Management Board proposes that the Annual General Meeting pass an advisory vote in favour of the remuneration policy for the members of the Management Board and the Supervisory Board.

The Company has revised its remuneration policy for the Management Board and the Supervisory Board, as previously approved by the shareholders on 12 June 2025, and submits it to an advisory vote of the Annual General Meeting as required by Article 7bis of the Luxembourg law of 24 May 2011 on shareholders rights, which became effective on 24 August 2019, as amended (the
“Shareholders Rights Law”
).

The proposed changes adjust the fees for the members of the Supervisory Board to reflect the streamlined structure of the Supervisory Board, which is intended to better align with the size of the Company. Specifically, the membership of the Supervisory Board will be reduced from five (5) members to four (4) members and the Committees of the Supervisory Board will be consolidated from four (4) Committees to two (2) Committees.

The Supervisory Board fees will not exceed the fees paid in 2025.

In addition, certain other minor administrative amendments have been made to the policy to correct typographical errors and clarify the policy’s drafting. All other material terms of the remuneration policy remain the same.

Resolution 17 – Remuneration for the Members of the Supervisory Board

The Management Board proposes that the Annual General Meeting approve the remuneration for the members of the Supervisory Board, payable annually and for the period of their mandate, as follows:

Supervisory Board:

Resolution 18 – Authorisation for the Management Board to repurchase up to 20% of the total number of common shares of the Company issued on the date of the Annual General Meeting within a period of five (5) years as from the date of the Annual General Meeting

The Management Board proposes that the Annual General Meeting approves and votes the following resolution: “The Annual General Meeting resolves to authorise and delegate all necessary powers to the Management Board to acquire up to 20% of the fully paid-up common shares of the Company (the “Shares”) issued on the date of this meeting, by way of open market purchases, tender offer, or any other lawful means (including through the use of derivatives such as put or call options, or a combination thereof, provided that the term of any such derivative does not exceed eighteen (18) months) (the “Buyback”). The Buyback may be conducted by the Company either directly or through any person acting in their own name on behalf of the Company. The Buyback price per share (excluding ancillary costs) may not be less than the nominal value (or accounting par value) and shall not exceed 130% of the average of the daily volume-weighted average prices (VWAP) in Xetra (or a corresponding successor system) over the five (5) trading days immediately preceding (i) in the case of purchases on a stock exchange or multi-lateral trading facility, the date of repurchase, or (ii) in the case of a tender offer, the date of public announcement of the tender offer. In the case of a purchase other than on a stock exchange or multi-lateral trading facility, the purchase price may be determined by the Management Board provided it does not exceed 115% of the average of the daily volume-weighted average prices (VWAP) in Xetra (or a corresponding successor system) on the five (5) trading days prior to the date of the purchase agreement. In each case, provided that the Company’s total holding of Shares shall not at any time exceed 10% of subscribed share capital, excluding shares previously acquired and subsequently, transferred, disposed of, or cancelled.

The Management Board is authorised to conduct the Buyback and use the shares for any purpose permitted by law, including but not limited to: (i) cancellation, (ii) delivery to employees or directors under share based compensation plans, or (iii) as consideration for M&A transactions.

The Buyback shall occur in one or several transactions without cancellation of the acquired shares and without prejudice to i) the principle of equal treatment of all shareholders who are in the same position and ii) the applicable market abuse rules.

The Annual General Meeting shall further authorise the Management Board to take all measures and execute any formalities which may be necessary in relation to the Buyback.

The duration of the authorisation granted by the Annual General Meeting shall be for five (5) years from the date of this meeting, expiring on 19 May 2031.”

Important Notes about the Annual General Meeting

Timing

The Annual General Meeting will start promptly at 14:00 CEST. Shareholders wishing to attend the meeting should arrive at the venue no later than 13:45 CEST.

Location of Meeting

The Annual General Meeting is to be held at the offices of Arendt & Medernach SA, Arendt House, 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg.

Questions about the Annual General Meeting

If you have any questions about the organisation of the Annual General Meeting, please contact the Company’s agent, GFEI HV GmbH (“Agent”):

Global Fashion Group S.A.

c/o GFEI HV GmbH
Address: Ostergrube 11, 30559 Hannover, Germany
E-mail: HV@gfei.de

Availability of the documentation, attendance and voting procedure

Available information and documentation

This convening notice is to be published in the RESA (Recueil Electronique des Sociétés et Associations), the Luxembourg newspaper, Luxemburger Wort, and other media (which may reasonably be expected to be relied upon for the effective dissemination of information to the public throughout the European Economic Area, and which are accessible rapidly and on a non-discriminatory basis) as well as separately dispatched by regular mail or, if agreed with the respective addressee, by e-mail to (i) the members of the Management Board, (ii) the members of the Supervisory Board and (iii) the approved statutory auditor.

The following information is available for inspection by the shareholders from the date of the convening notice for at least until and including the day of the Annual General Meeting on the Company’s website at https://ir.global-fashion-group.com/annual-general-meeting/ and at the registered office of the Company as from the day of publication of this convening notice in the Luxembourg official gazette (Recueil Electronique des Sociétés et Associations):

Shareholders may obtain without charge a copy of the full text of any of the above documents, and copies of the In-Person Attendance Declaration, the Certificate of Holdings, the Proxy Form and the Voting Form upon request to the Company’s Agent at HV@gfei.de or download them from the Company’s website

https://ir.global-fashion-group.com/annual-general-meeting/

Quorum and majority requirements

There are no quorum requirements for the proposed resolutions 1 to 18 to be passed which are adopted by a simple majority of the voting rights duly present or represented except for agenda item 1, for which no vote is necessary.

Share capital and voting rights

At the time of convening the Annual General Meeting, the Company’s issued share capital amounts to two million two hundred and eighty-six thousand, four hundred and twenty-nine euro and twelve cents (EUR 2,286,429.12), represented by two hundred twenty-eight million six hundred forty-two thousand nine hundred and twelve (228,642,912) common shares with a nominal value of one cent (EUR 0.01) each.

Each common share entitles the holder to one vote.

Requirements for participating in the Annual General Meeting and exercising voting rights

The rights of a shareholder to participate in the Annual General Meeting and to vote shall be determined with respect to the shares held by that shareholder at 23:59 CEST on 6 May 2026 (the “Record Date”).

Eligibility to participate in the Annual General Meeting is determined exclusively by share ownership on the Record Date. Any transferee having become owner of any shares after the Record Date has no right to vote at the Annual General Meeting. Therefore, only a shareholder who holds one or more shares of the Company on the Record Date, registers for the Annual General Meeting (where applicable) and provides the Certificate of Holdings, shall be admitted to participate and vote at the Annual General Meeting, in person, by proxy or by way of written vote.

Shareholders who wish to participate in the Annual General Meeting and to vote the shares held by them on the Record Date (regardless the manner they wish to participate, either in person or by representation through proxy or by Voting Forms) shall provide proof of their shareholding on the Record Date. Proof of shareholding being a prerequisite for a shareholder to participate and vote in the Annual General Meeting, shareholders whose shares are held in book-entry form through the operator of a securities settlement system or with a professional depositary or sub-depositary designated by such depositary must submit a certificate from their depository bank or financial institution certifying the number of shares recorded in their account and evidencing their ownership of shares as at the Record Date (the “Certificate of Holdings”) the latest at 18:00 CEST on 15 May 2026.

The right of the shareholder to participate and vote in the Annual General Meeting will only be completed and confirmed when the Certificate of Holdings is provided before the deadline established herein.

The Certificate of Holdings shall be submitted in writing by e-mail to the Company’s Agent in the period from the Record Date until 18:00 CEST on 15 May 2026.

Shareholders are invited to attend the Annual General Meeting in person, by proxy or by sending in their Voting Form. Video conference will not be available. In order to be admitted to participate in person in the Annual General Meeting, any shareholder who has duly provided a Certificate of Holdings in accordance with Section 4.2 above or any duly appointed proxy holder, must submit a form (the “In-Person Attendance Declaration”) to the Company’s Agent in writing by e-mail no later than 18:00 CEST on 15 May 2026.

Shareholders and proxy holders participating in the Annual General Meeting are asked to register at the reception desk upon arrival at the venue and will be required to provide proof of identity. No shareholder nor proxy holder will be admitted to the Annual General Meeting without carrying proof of identity.

There will be a security check at the venue prior to admission to the meeting. Please try not to bring any large bags or suitcases with you to the Annual General Meeting, as they will delay admission. We ask you also not to bring cameras, laptop computers or other recorders. Mobile phones should be switched off from admission for the duration of proceedings.

The venue has full wheelchair access. If you are hard of hearing and would like access to supportive facilities, or if you have a query about any other disability, please let us know in advance (via email at agm@global-fashion-group.com) so that we can make the appropriate arrangements.

To simplify the execution of their voting rights, the Company provides its shareholders the option of appointing a proxy voting representative named by the Company and bound by the instructions of the shareholder prior to the Annual General Meeting. Shareholders are able to appoint a proxy voting representative other than that named by the Company. One person may represent more than one shareholder.

Shareholders who wish to vote via proxy must complete and sign a proxy form (the “Proxy Form”). To be valid, the completed and signed (including for the avoidance of doubt, signed pursuant to a valid, legal and binding power of attorney and/or signed electronically) Proxy Forms must be received by the Company’s Agent by e-mail no later than 18:00 CEST on 15 May 2026.

Exercise of voting rights of shares in connection with duly filled and signed Proxy Forms received after 18:00 CEST on 15 May 2026, will not be admitted at the Annual General Meeting.

If, pursuant to a signed Proxy Form as described above, shareholders appoint a person other than the person appointed by the Company as their proxy holder, please note that the proxy holder will need to provide a new Voting Form in the name and on behalf of the shareholder by no later than 18:00 CEST on 15 May 2026.

Shareholders who do not wish to participate in person in the Annual General Meeting nor appoint a proxy may exercise their voting rights by casting their votes by correspondence using the forms provided by the Company (the “Voting Forms”). Only signed Voting Forms will be taken into account (including for the avoidance of doubt, signed pursuant to a valid, legal and binding power of attorney and/or signed electronically).

To be valid, the Voting Forms or electronic votes must be received by the Company’s Agent by e-mail no later than 18:00 CEST on 15 May 2026.

Exercise of voting rights of shares in connection with duly filled and signed Voting Forms received after 18:00 CEST on 15 May 2026 will not be admitted at the Annual General Meeting.

Shareholder Questions

Shareholders who have correctly submitted their Certificate of Holdings shall have the opportunity to submit questions to the Company. Questions may be submitted in writing in advance of the Annual General Meeting and/or, if shareholders or a duly appointed proxy holder has submitted an In-Person Attendance Declaration as per Section 4.3 above, during the Annual General Meeting.

Shareholders wishing to have their questions considered must submit them in advance of the Annual General Meeting, along with their full name, by e-mail to the Company’s Agent no later than 18:00 CEST on 15 May 2026. Questions submitted after this deadline or through any other means may not be answered or considered.

The Company will address submitted questions at its reasonable discretion and to the extent possible in view of the preparation of the organisation and process of such meeting, and subject to the protection of confidentiality and its commercial interests. In particular, questions may be summarised, combined or separated. Reasonable questions may be selected in the interest of the other shareholders, and questions from shareholders’ associations and institutional investors with significant voting interests may be given preference.

Submission of Revised Agenda

Shareholders holding individually or collectively at least five percent (5%) of issued share capital of the Company as at the Record Date are entitled to (i) request the addition of items to the agenda of the Annual General Meeting and (ii) to table draft resolutions for items included or to be included on the agenda of the Annual General Meeting.

Such right must be exercised by sending such a request by no later than 23:59 CEST on 28 April 2026 to the e-mail address of the Company’s Agent.

Such request will only be accepted by the Company provided it includes (i) the wording of the new requested agenda item, and (ii) the justification or the wording of the proposed resolution pertaining to the items included or to be included, and (ii) an e-mail address or a postal address to which the Company may confirm receipt of the request.

Where the requests entail a new item in the agenda for the Annual General Meeting already communicated to the shareholders, the Company will publish a revised agenda before or on 5 May 2026 at the latest.

Subject to compliance with the threshold notification obligations provided for by the Luxembourg law of 11 January 2008 on transparency requirements for issuers of securities, as amended, there is no limit to the maximum number of votes that may be exercised by the same person, whether in its own name or by proxy. The results of the vote will be published on the Company’s website within fifteen (15) days following the Annual General Meeting.

Contact details of Agent

The contact details of the centralising agent duly mandated by the Company to receive copies, followed by the original of the Certificate of Holdings, the Proxy Form, the Voting Form, the In-Person Declaration, proposals of additional agenda items and proposed resolutions pursuant to this convening notice are as follows:

Global Fashion Group S.A.

c/o GFEI HV GmbH
Address: Ostergrube 11, 30559 Hannover, Germany
E-mail: HV@gfei.de