CTS EVENTIM Aktiengesellschaft, Munich WKN

Convenience Translation - CTS EVENTIM Aktiengesellschaft, Munich WKN: 547030 Contrescarpe 75 A ISIN: DE 0005470306 D-28195 Bremen DC Munich HRB 156963 We hereby invite our shareholders to the Ordinary General Meeting of our Company, which will be held on Thursday, 8 May 2014 from 10:00 a.m. in the Le Méridien Hotel Hamburg, An der Alster 52-56, D-20099 Hamburg Agenda: 1. Presentation of the adopted annual financial statements, the consolidated financial statements approved by the Supervisory Board, each as at 31 December 2013, and the combined management report for the Company and the Group, each with the explanatory report of the Executive Board in accordance with § 176 (1) Sentence 1 AktG regarding the disclosures in accordance with § 289 (4) HGB and § 315 (4) HGB in the management report and the report of the Supervisory Board for the 2013 financial year.

The Supervisory Board approved the annual financial statements and the consolidated financial statements prepared by the Executive Board on 25 March 2014. Therefore, the annual financial statements are adopted in accordance with § 172 Sentence 1 AktG. The annual financial statements, the consolidated financial statements, the combined management report for the Company and the Group, the report of the Supervisory Board and the report of the Executive Board regarding the disclosures in accordance with § 289 (4) HGB and § 315 (4) HGB must be made accessible to the shareholders and explained by the Executive Board resp.

in the case of the report of the Supervisory Board - by the Chairman of the Supervisory Board. Within the context of their right to disclosure, the shareholders have the opportunity to question the reports. A resolution will therefore not be passed regarding this agenda item.

2. Resolution regarding the appropriation of new profit. The Executive Board and Supervisory Board propose to appropriate the balance sheet profit for the 2013 financial year in the amount of EUR 136,756,219.38 – comprised of the net profit for 2013 in the amount of EUR 46,195,764.95 and the profit carried forward from 2012 in the amount of EUR 90,560,454.43 (after deducting the distribution for 2012 in the 2013 financial year) – as follows: Distribution of a dividend in the amount of EUR 0.64 per no-par-value share ISIN DE 0005470306 47,995,650 no-par-value shares for the 2013 financial year 2013 EUR 30,717,216.00

Convenience Translation - Allocation to other revenue reserves EUR 48,000,000.00 Profit carried forward EUR 58,039,003.38 Balance sheet profit EUR 136,756,219.38 3. Resolution regarding the granting of discharge to the Executive Board for the 2013 financial year. The Executive Board and Supervisory Board propose to grant discharge to the Members of the Executive Board for their activity in the 2013 financial year. 4. Resolution regarding the granting of discharge to the Supervisory Board for the 2013 financial year.

The Executive Board and Supervisory Board propose to grant discharge to the Members of the Supervisory Board for their activity in the 2013 financial year.

5. Election of the annual auditor and the group annual auditor for the 2014 financial year The Supervisory Board proposes to appoint PricewaterhouseCoopers Wirtschaftsprüfungsgesellschaft AG, Osnabrück, as the annual auditor for the Company for the 2014 financial year and simultaneously as the Group annual auditor for its Group. With respect to agenda item 7 (Conversion of the Company into a KGaA), the Executive Board and the Supervisory Board point out that in accordance with § 197 Sentence 1 UmwG in conjunction with § 30 (1) AktG, the future EVENTIM Management AG (presently still under the name of PROVISTA Einhundertzwanzigste VermögensverwaltungsAktiengesellschaft) (EVENTIM Management AG), which is regarded as the founder in accordance with the foundation provisions of the German Stock Corporation Act (cf.

245 (2) Sentence 1 UmwG), must appoint the annual auditor for the first full or short financial year in its function as personally liable partner of CTS Eventim AG & Co. KGaA. In conjunction with the conversion resolution, the following shall be notarially recorded, in accordance with a relevant declaration by EVENTIM Management AG: "After the coming-into-force of the proposed conversion of the Company into a KGaA (partnership limited by shares), under agenda item 7, the elections resolved by the General Meeting under agenda item 5 (Election of the annual auditor and the consolidated financial statement auditor for the 2014 financial year) will continue to exist for the 2014 financial year." 6.

Resolution regarding a capital increase from Company funds and the relevant amendments to the articles of association.

The Executive Board and Supervisory Board propose - subject to a positive resolution by the General Meeting regarding the allocation of an amount of EUR 48,000,000 to other revenue reserves, as proposed under agenda item 2 - to pass the following resolution: 1. The share capital will be increased using Company funds from EUR 48,000,000 by EUR 48,000,000 to EUR 96,000,000 through the conversion of reserves totalling EUR 48,000,000 into share capital. By means of the resolution of this General Meeting regarding agenda item 2, the allocation to "other revenue reserves" in the amount of EUR 48,000,000 from the balance sheet profit reported in the balance sheet as at 31 December 2013 of EUR 136,756,219.38 will be converted into share capital.

The capital increase will take place by issuing 48,000,000 new no-par-value

Convenience Translation - bearer shares with a computed share of EUR 1.00 of the share capital. The shareholders will be entitled to the new shares at a ratio of 1:1. Therefore, each existing share is entitled to one new share. The new shares shall be eligible for profit from 1 January 2014. The resolution is based on the Company's balance sheet as at 31 December 2013, which has been adopted and provided with an unqualified opinion by PriceWaterhouseCoopers Wirtschaftsprüfungsgesellschaft AG, Osnabrück. The Executive Board is authorised, with the consent of the Supervisory Board, to define further details of the capital increase.

2. To adapt the articles of association to the aforementioned resolutions, the following provisions of the articles of association shall be redrafted: 2.1 § 3 (I) of the articles of association contain the following wording: „The Company's share capital amounts to EUR 96,000,000 (in words: ninety six million euros)" 2.2 § 3 (II) of the articles of association contains the following wording: "The share capital is divided into 96,000,000 shares." 2.3 § 3 (VI) of the articles of association shall be redrafted as follows: "The share capital has been conditionally increased by up to EUR 1,440,000.

The conditional capital will only be carried out to the extent that owners of subscription rights that were issued on the basis of the authorisation granted on 21 January 2000 within the context of the share option plan make use of their subscription rights. The new shares participate in profit from the start of the financial year in which they are created through exercising of the subscription right (cf. § 4 (5) Sentence 2). The Executive Board is authorised, with the consent of the Supervisory Board, to define further details of the capital increase and specify its implementation." 2.4 § 3 (VII) of the articles of association shall be redrafted as follows: "The Company's share capital is conditionally increased by up to EUR 44,000,000 by issuing up to 44,000,000 new no-par-value bearer shares with profit entitlement from the beginning of the financial year of their issue (conditional capital 2013).

The conditional capital increase has the purpose of granting shares to the owners of warrants and convertible debentures, which were issued on the basis of the authorisation of the General Meeting dated 8 May 2013 until 7 May 2018 by the Company or through a direct or indirect affiliate of the Company. The issuance of the new shares will take place at the respective issuing amount to be defined in accordance with the requirements of the authorisation. The conditional capital increase shall only be performed to the extent that use is made of warrants or conversion rights from the convertible debentures or conversion duties from such debentures are fulfilled and to the extent that the Company fails to fulfil its obligation to grant shares in the way that it transfers own shares to the owner of the debenture.

The Executive Board is authorised to specify the further details of the implementation of the conditional capital increase." Note: Additional explanations of the administration regarding the imminent resolution proposal for agenda item 6 are printed at the end of this convocation. 7. Resolution regarding the conversion of the Company into the legal form of the partnership limited by shares, subject to the accession of EVENTIM Management

Convenience Translation - AG, including the rescission of the provision authorised capital and the creation of new approved capital. Preliminary remark The Executive Board and Supervisory Board of the Company have decided to propose the conversion of the Company from a joint-stock company (AG) into a partnership limited by shares (KGaA) to the General Meeting, including the rescission of the provision authorised capital and the creation of new approved capital. Background: The present corporate governance situation at the Company is characterised by the fact that Klaus-Peter Schulenberg (hereinafter referred to as KPS) holds the majority of the ordinary shares with 50.202%.

Out of the remaining shares of CTS EVENTIM AG, according to current information from the Company, approx. 20% of the shares are held by significant, partly institutional shareholders; the remaining approx. 30% of the shares are widely held. This means that KPS can pass resolutions in the Shareholders' Meeting for the Company with a simple majority in the current legal form of an AG (insofar as no voting prohibition exists), on the basis of its majority of votes. This particularly relates to the election of the Members of the Supervisory Board and the annual auditor. Through the possibility of manning the Supervisory Board, KPS also exerts a direct influence on the manning of the Executive Board of CTS EVENTIM AG, which he belongs to himself as CEO.

The further internationalisation and continuation of the consistent growth course of the EVENTIM Group are important components of the future strategy, in order to continue the company's success story to date. To finance this growth course, the raising of equity capital through the capital market primarily comes into question for the Company. However, the options for this are limited on the basis of the current constitution, as KPS does not intend to lose its controlling commercial influence on the Company, but can possibly not or may not intend to participate in possible capital measures, which would be necessary to maintain this influence exclusively on the basis of a majority of shares.

Therefore, in order to safeguard the Company's equity capital financing capability, the commercial management by KPS must be uncoupled from his capital participation. This can be achieved - exclusively - through a conversion of CTS EVENTIM AG into a Kommanditgesellschaft auf Aktien (partnership limited by shares).

When the conversion comes into force, the factual distribution of influence by KPS will be transformed into a structural distribution of influence: In the KGaA, the personally liable partner is responsible for managing and representing the Company. Within the context of the conversion, "EVENTIM Management AG" will enter into the Company as personally liable partner and take responsibility for the management and representation of the Company through its Executive Board. KPS shall become CEO of EVENTIM Management AG and also hold all shares in EVENTIM Management AG, by means of which he can maintain his previous influence on the Company. Through the choice of an AG as personally liable partner, a link shall be created to the previous legal form of CTS EVENTIM AG the greatest possible capital market acceptance shall be ensured. For the relationship between KPS and the remaining shareholders, this means: On the one hand, KPS can retain its previous influence through the personally liable partner. He can exert an influence on the manning of its Executive Board through the manning of the Supervisory Board of EVENTIM Management AG. On the other hand, with the election of the Supervisory Board of the KGaA and the annual auditor, KPS is, inter alia, subject to a voting prohibition, so that the remaining shareholders can decide alone in this regard. Overall, the following considerations essentially speak in favour of the conversion:
  • Establishment of the structural requirements for independent access to the capital market through the separation of corporate governance and capital
  • - Convenience Translation - investment: The present options for exerting influence by KPS after the conversion into a KGaA basically continue to exist, regardless of whether, within the context of future capital measures, he maintains his majority of votes in the KGaA; he can be diluted to a stake in the limited partnership share capital, which neither means a formal nor a factual majority in the General Meeting, without losing his present influence.
  • Maintenance of existing good corporate governance standards: The proposed change of the Company's legal form will preserve and continue the present standards of corporate governance and transparency.

Continuation of the growth course: The long-term strategic orientation of the EVENTIM Group that is characterised by and supported by the majority shareholder KPS for continuous growth remains ensured. A detailed description of the legal and economic consequences of the change of legal form is contained in the Conversion Report prepared by the Executive Board, which has been available in the business premises of the Company since convocation of the General Meeting. Upon request, each shareholder shall receive a copy of the Conversion Report. The Conversion Report is also accessible on the website of CTS EVENTIM Aktiengesellschaft (www.eventim.de) under the "Investor Relations" section, "General Meeting 2014".

Resolution proposal regarding the conversion of CTS Eventim AG into CTS Eventim AG & Co. KGaA, including the rescission of the previous authorised capital and the creation of new authorised capital The Executive Board and Supervisory Board propose the following resolution: (1) CTS EVENTIM AG shall be converted into a partnership limited by shares (KGaA) by way of a conversion in accordance with the provisions of the German Transformation Act. (2) The legal entity in its new legal form bears the name "CTS Eventim AG & Co. KGaA" and has its registered office in Munich.

(3) The articles of association of CTS Eventim AG & Co.

KGaA shall hereby be adopted with the wording in Annex 1 of this invitation. (4) In the event of the positive resolution, through the proposed capital increase under agenda item 6 of the General Meeting dated 8 May 2014 from company funds and their coming-into-force, the share capital will double and the current conditional capital amounts of the Company will each increase in the same proportion as the doubling of the share capital (§ 3 VI and VII of the Company's current articles of association). With the adoption of the new articles of association of CTS Eventim AG & Co. KGaA, these conditional capital amounts will then be adapted to the wording resulting from § 4 (5) and (6) of the new articles of association (Annex 1 of this invitation), in view of the conversion of the Company into a KGaA.

(5) The current authorised capital 2009 of the Company (§ 3 (V) of the Company's current articles of association) expires on 13 May 2014, so that new authorised capital shall be created for the time (i) after coming-into-force of the capital increase from company funds in accordance with agenda item 6 of the General Meeting dated 8 May 2014 and (ii) from the coming-into-force of the conversion: i) The authorised capital 2009 in accordance with § 3 (V) of the articles of association of CTS EVENTIM AG shall be rescinded with effect from the time

Convenience Translation - of entry of the newly created authorised capital described below in the commercial register. ii) The personally liable partner is authorised, with the consent of the Supervisory Board, to increase the share capital as a whole or in partial amounts, once or several times, by a maximum total of EUR 48,000,000 by issuing 48,000,000 no-par-value bearer shares in return for contributions in kind or cash contributions, by 7 May 2019 (authorised capital 2014). The shareholders basically have a subscription right. The subscription right can also be fulfilled in such a way that the new shares are acquired by credit institutions with the obligation to offer them to the shareholders for subscription.

However, with the consent of the Company's Supervisory Board to exclude the shareholders' subscription right for one or several capital increases within the context of the authorised capital, insofar as the amount of the share capital applying to new shares in the following cases of lit. (a) to (e) does not exceed 20% of the existing share capital upon coming into force and upon exercising the authority, (a) to make exceptions for fractional amounts from the subscription right; (b) for shares that represent a maximum of 10% of the share capital, insofar as these shares are intended to be issued to employees of the Company or Employees resp.

Members of the representation bodies of its affiliated companies; (c) if the capital increase takes place in return for cash contributions and the issuing amount of the new shares does not significantly fall below the stock exchange price of the shares that are already listed at the time of the issuing amount finally being set, in accordance with § 203 (1) and (2), 186 (3) Sentence 4 AktG and the proportional amount of the shares subject to the exclusion of the subscription right in accordance with § 186 (3) Sentence 4 AktG does not exceed 10% of the share capital existing at the time of coming into force and exercising the authorisation, whereas, the following will be applied to the aforementioned amount: i) that are issued or yet to be issued to service the warrants or convertible debenture or profit participation rights with conversion rights or warrants, which have been or are yet to be issued during the term of this authorised capital, in accordance with § 186 (3) Sentence 4 AktG, subject to the exclusion of the subscription right, and ii) the proportional amount of the share capital of the new or own shares that have been issued or sold during the term of this authority subject to the exclusion of the shareholders' subscription rights are issued or sold in direct or analogous application of § 186 (3) Sentence 4 AktG; insofar as shares of different classes or with different features have been issued and are admitted for trading on the stock exchange, only the stock exchange price of the shares of the same class and features that are already admitted for trading are relevant for determining the stock exchange price in accordance with this Section (c);

Convenience Translation - an immaterial shortfall of the stock exchange price exists if the shortfall of the stock exchange price is less than 5%; with this, the computed average of the stock exchange price of the Company's shares in the XETRA closing auction on the Frankfurt Stock Exchange (or a comparable successor system) during the last 20 stock exchange days is deemed as the stock exchange price; (d) with capital increases in return for contributions in kind, particularly - but without limitation - in relation to the acquisition of companies, divisions, participating interests in company or assets; and e) where necessary, to grant owners of warrants or convertible debentures, which are issued by a direct or indirect affiliate of the Company, a subscription right to the new shares in the amount that they would have been entitled to after exercising the warrants or conversion rights.

The Executive Board decides on the further content of the share rights and conditions of share issue with the consent of the Supervisory Board. In future, the Company's Supervisory Board will also be authorised to amend the version of the articles of association in accordance with the respective utilisation of the authorised capital or after the end of the authorisation period without an increase. In accordance with § 203 (2) Sentence 2 AktG in conjunction with § 186 (4) Sentence 2 AktG, the Executive Board has issued a written report regarding the reasons for excluding the subscription right.

The content of the Executive Board's report is disclosed in the annex to this invitation to the General Meeting. On the day of convocation of the General Meeting onwards, the report will be available in the business premises of the Company for inspection by the shareholders. Upon request, each shareholder shall receive a copy of this report. The report will also be laid out in the General Meeting. iii) Articles of association of CTS Eventim AG & Co. KGaA § 4 (4) of the new articles of association of CTS Eventim AG & Co. KGaA regarding the authorised capital 2014 reads as follows: „The personally liable partner is authorised, with the consent of the Supervisory Board, to increase the share capital as a whole or in partial amounts, once or several times, by a maximum of EUR 48,000,000 by 7 May 2019, by issuing up to 48,000,000 no-par-valuer bearer ordinary shares in return for contributions in kind and/or cash contributions (authorised capital 2014).

The shareholders basically have a subscription right. The subscription right can also be fulfilled in such a way that the new shares are acquired by credit institutions with the obligation to offer them to the shareholders for subscription. However, with the consent of the Company's Supervisory Board to exclude the shareholders' subscription right for one or several capital increases within the context of the authorised capital, insofar as the amount of the share capital applying to new shares in the following cases of lit. (a) to (e) does not exceed 20% of the existing share capital upon coming into force and upon exercising the authority,

Convenience Translation - (a) to make exceptions for fractional amounts from the subscription right; (b) for shares that represent a maximum of 10% of the share capital, insofar as these shares are intended to be issued to employees of the Company or Employees resp. Members of the representation bodies of its affiliated companies; (c) if the capital increase takes place in return for cash contributions and the issuing amount of the new shares does not significantly fall below the stock exchange price of the shares that are already listed at the time of the issuing amount finally being set, in accordance with § 203 (1) and (2), 186 (3) Sentence 4 AktG and the proportional amount of the shares subject to the exclusion of the subscription right in accordance with § 186 (3) Sentence 4 AktG does not exceed 10% of the share capital existing at the time of coming into force and exercising the authorisation, whereas, the following will be applied to the aforementioned amount: i) that are issued or yet to be issued to service the warrants or convertible debenture or profit participation rights with conversion rights or warrants, which have been or are yet to be issued during the term of this authorised capital, in accordance with § 186 (3) Sentence 4 AktG, subject to the exclusion of the subscription right, and ii) the proportional amount of the share capital of the new or own shares that have been issued or sold during the term of this authority subject to the exclusion of the shareholders' subscription rights are issued or sold in direct or analogous application of § 186 (3) Sentence 4 AktG; insofar as shares of different classes or with different features have been issued and are admitted for trading on the stock exchange, only the stock exchange price of the shares of the same class and features that are already admitted for trading are relevant for determining the stock exchange price in accordance with this Section (c); an immaterial shortfall of the stock exchange price exists if the shortfall of the stock exchange price is less than 5%; with this, the computed average of the stock exchange price of the Company's shares in the XETRA closing auction on the Frankfurt Stock Exchange (or a comparable successor system) during the last 20 stock exchange days is deemed as the stock exchange price; (d) with capital increases in return for contributions in kind, particularly - but without limitation - in relation to the acquisition of companies, divisions, participating interests in company or assets; and e) where necessary, to grant owners of warrants or convertible debentures, which are issued by a direct or indirect affiliate of the Company, a subscription right to the new shares in the amount that they would have been entitled to after exercising the warrants or conversion rights.

The Executive Board decides on the further content of the share rights and conditions of share issue with the consent of the Supervisory Board.

Convenience Translation - In future, the Company's Supervisory Board will also be authorised to amend the version of the articles of association in accordance with the respective utilisation of the authorised capital or after the end of the authorisation period without an increase.” (6) The total share capital of CTS EVENTIM AG in the amount existing at the time of the entry of the conversion in the commercial register (currently: EUR 48,000,000; in the event of a positive resolution regarding the proposed capital increase from company funds under agenda item 6 of the General Meeting dated 8 May 2014 and its coming-into-force: EUR 96,000,000) will become the share capital of CTS Eventim AG & Co.

KGaA. The total number of no-par-value bearer shares issue (currently: EUR 48,000,000; in the event of a positive resolution regarding the proposed capital increase from company funds under agenda item 6 of the General Meeting dated 8 May 2014 and its coming-into-force: EUR 96,000,000) and the mathematical proportion of each no-par-value share in the share capital (currently: EUR 1.00) shall remain unchanged. (7) The shareholders who are shareholders of CTS EVENTIM AG at the time of the entry of the conversion into the commercial register will become shareholders (limited partnership shareholders) of CTS Eventim AG & Co.

KGaA. They will participate in the share capital of CTS Eventim AG & Co. KGaA to the same extent and in the same number as in the share capital of CTS EVENTIM AG prior to the conversion coming into force. This also applied to own shares held by the Company. (8) The personally liable partner of CTS Eventim AG & Co. KGaA will be EVENTIM EVENTIM Management AG with its registered office in Hamburg. In accordance with § 245 (2) UmwG, the personally liable partner will take over the position of the founder of the legal entity in its new legal form. During the course of the conversion, the personally liable partner will not receive any participating interest under company law over and above its capacity as general partner, particularly no capital investment in CTS Eventim AG & Co.

KGaA; in its capacity as general partner, it neither participates in the assets, nor the profit and loss of CTS Eventim AG & Co. KGaA. (9) Special rights Personally liable partner EVENTIM Management AG will obtain the sole position as general partner of CTS Eventim AG & Co. KGaA and have the rights and duties envisaged by law and the articles of association. On the basis of §§ 7 and 8 of the new articles of association attached as Annex 1, it is specifically authorised to manage and represent the Company and for assuming its management activity and its personal liability risk, it will receive a profit-and-loss-independent annual remuneration in the amount of 4 % of its share capital and compensation for expenses (cf.

9 (2) of the new articles of association - Annex 1).

Insofar as they relate to matters for which the consent of the personally liable partner and the limited partners is necessary with a limited partnership, resolutions of the General Meeting require the consent of the personally liable partner (§ 18 (6) Sentence 1 of the new articles of association attached as Annex 1). The same applies to resolutions of the General Meeting for the adoption of the annual financial statements (§ 19 (4) of the new articles of association attached as Annex 1). Members of bodies For reasons of legal precaution, it is pointed out that, notwithstanding the decisionmaking responsibility of the EVENTIM Management AG supervisory board under stock company law, it is assumed that all officiating Members of the Executive

Convenience Translation - Board of CTS EVENTIM AG shall be appointed as Members of the Executive Board of EVENTIM Management AG. The present members of the Company's Executive Board are Messrs. Klaus-Peter Schulenberg, Volker Bischoff and Alexander Ruoff. Furthermore, all Members of the Company's Supervisory Board, Mr. Edmund Hug, Prof. Jobst Plog and Dr. Bernd Kundrun, in accordance with the legal provision, shall be appointed as Members of the Supervisory Board of CTS Eventim AG & Co. KGaA, for the remaining period of office for which they were appointed by the General Meeting of CTS EVENTIM AG on 8 May 2013, i.e.

until the end of the General Meeting that decides on granting discharge for the 2015 financial year. Furthermore, the aforementioned - Mr. Edmund Hug, Prof. Jobst Plog and Dr. Bernd Kundrun - will not only continue to belong to the Company's Supervisory Board, but will simultaneously also become Members of the Supervisory Board of the personally liable partner, CTS Eventim AG & Co. KGaA. (10) A severance payment offer in accordance with § 207 UmwG on the basis of the provision of § 250 UmwG shall not be issued.

(11) Consequences of the conversion for the employees and their representatives: The conversion has no impact on the employees and their employment contracts. The conversion does not mean a change of employer. The employees' employment contracts continue to exist unchanged, i.e. all employer duties under the employment contracts, including all pension commitments shall remain unchanged. The employer's direction authorities will be exercised by CTS Eventim AG & Co. KGaA after the conversion, represented by the Executive Board of the personally liable partner, EVENTIM Management AG. No changes result from this for the employees.

The period of employment will not be interrupted by the conversion. No works council representatives have been elected at CTS EVENTIM, so that no company agreements have been concluded. CTS EVENTIM AG is also not bound to collective bargaining agreements. Already for this reason, the conversion does not result in any changes in relation to employee representatives, company agreement or collective bargaining agreements. This also applies because the legal and commercial identity of CTS EVENTIM AG will remain in existence within the context of the conversion and the conversion will not have any impact on the operational structure.

No works council members were elected to the Supervisory Board of CTS EVENTIM AG. Therefore, the conversion has no consequences in respect of codetermination rights, as a conversion from the legal form of the joint-stock company to the legal form of the partnership limited by shares cannot be associated with increased co-determination under any circumstances, in accordance with the applicable co-determination regulations. No measures are envisaged in relation to the conversion, which have an impact on the employees of CTS EVENTIM AG.

Convenience Translation - Consent and approval of the general partner The Executive Board and Supervisory Board point out that in accordance with §§ 240 (2), (221) UmwG, EVENTIM Management AG consents to the conversion and its accession and must approve the articles of association of CTS Eventim AG & Co.

KGaA. The declaration of consent and approval requires notarised certification (cf. § 193 (3) Sentence 1 UmwG). Therefore, the following shall be notarially recorded, in accordance with a relevant declaration by EVENTIM Management AG: "EVENTIM Management AG, which is intended to assume the position of sole personally liable partner in the Company in a new legal form, expressly consents to the conversion of the Company to a partnership limited by shares (CTS Eventim AG & Co. KGaA) and its accession as general partner.

EVENTIM Management AG hereby also declares its consent to the articles of association of CTS Eventim AG & Co. KGaA approved i n this agenda item 7 in the wording of Annex 1 to this invitation.“ Note: In relation to the aforementioned new authorised capital, in accordance with § 203 (2) Sentence 2 AktG in conjunction with § 186 (4) Sentence 2 AktG, the Executive Board has issued a written report regarding the reasons for excluding the subscription right, which is printed at the end of this convocation. Regarding the already-existing conditional capital, the relevant considerations regarding the reasons for the exclusion of the subscription right and the issuing amount for the issuance of warrants and convertible debentures has been disclosed by the Executive Board in its report on § 221 (4) Sentence 2 AktG in conjunction with § 186 (4) Sentence 2 AktG within the context of the resolution regarding the conditional capital by the General Meeting on 8 May 2013; they continue to apply unchanged.

8. Resolution regarding the consent to the conclusion of an amendment agreement to the Control and Profit Transfer Agreement between CTS Eventim Aktiengesellschaft and CTS Eventim Solutions GmbH dated 8 October 2002.

CTS EVENTIM Aktiengesellschaft (in future CTS Eventim AG & Co. KGaA) holds 100% of the shares of CTS Eventim Solutions GmbH with its registered office in Bremen, entered in the commercial register of the Bremen District Court under HRB 19598 B. CTS Eventim Solutions GmbH (formerly Showsoft GmbH), as a subsidiary company and CTS EVENTIM Aktiengesellschaft, as the controlling company, concluded a Control and Profit Transfer Agreement on 8 December 2002, which the General Meeting of CTS EVENTIM Aktiengesellschaft and the Partners' Meeting of CTS Eventim Solutions GmbH approved at the time.

The Control and Profit Transfer Agreement shall be amended by means of an amendment agreement.

The amendment agreement, which has not yet been concluded, requires the consent of the General Meeting of CTS EVENTIM Aktiengesellschaft and the consent of the Partners' Meeting of CTS Eventim Solutions GmbH, as well as entry in the commercial register. The amendment agreement has the following content:

Convenience Translation - "AMENDMENT AGREEMENT TO THE CONTROL AND TRANSFER AGREEMENT between 1. CTS EVENTIM Aktiengesellschaft (in future CTS Eventim AG & Co. KGaA), Dingolfinger Straße 6, D-81673 Munich, entered in the commercial register of the Munich District Court under HRB 156963 – hereinafter "CONTROLLING COMPANY" – and 2. CTS Eventim Solutions GmbH, Contrescarpe 75 A, D-28195 Bremen, entered in the commercial register of the Bremen District Court under HRB 19598 HB – hereinafter "SUBSIDIARY COMPANY" – 1.1. Contract amendment The Control and Profit Transfer Agreement concluded between the CONTROLLING COMPANY and the SUBSIDIARY COMPANY on 8 October 2002 shall be amended as follows: § 4 contains the following wording: "The provisions of § 302 AktG as amended shall apply accordingly." 1.2.

Otherwise continued validity of the agreement Otherwise, the Control and Transfer Agreement dated 8 October 2002 shall continue unchanged.

1.3. Validity of the amendment agreement This amendment agreement shall be valid from the start of the financial year of the Subsidiary Company in which the amendment agreement is entered in the commercial register of the Subsidiary Company." The draft of the Amendment Agreement, the annual financial statements of CTS EVENTIM Aktiengesellschaft and CTS Eventim Solutions GmbH and in the case of CTS EVENTIM Aktiengesellschaft, the management reports, each for the last three financial years of the companies, the joint report of the Executive Board of CTS EVENTIM Aktiengesellschaft and the Management Board of CTS Eventim Solutions GmbH regarding the amendment agreement, as well as the Control and Profit Transfer Agreement dated 8 October 2002 can be viewed on the website of CTS EVENTIM Aktiengesellschaft (www.eventim.de) under the "Investor Relations", "General Meeting 2014", as well as in the business premises of the Company from the time of convocation of the General Meeting.

Furthermore, copies of these documents will be laid out in the General Meeting. The Executive Board and Supervisory Board propose to approve the amendment agreement to the Control and Profit Transfer Agreement dated

Convenience Translation - 8 December 2002 between CTS EVENTIM Aktiengesellschaft and CTS Eventim Solutions GmbH. 9. Resolution regarding the consent to the conclusion of an amendment agreement to the Control and Profit Transfer Agreement between CTS Eventim Aktiengesellschaft and Ticket Online Sales & Service Center GmbH dated 15 December 2005. CTS EVENTIM Aktiengesellschaft (in future CTS Eventim AG & Co. KGaA) holds 100% of the shares of Ticket Online Sales & Service Center GmbH with its registered office in Parchim, entered in the commercial register of the Schwerin District Court under HRB 9844.

A Control and Profit Transfer Agreement exists between Ticket Online Sales & Service Center GmbH as the subsidiary company and CTS EVENTIM Aktiengesellschaft as the controlling company, which was concluded on 15 December 2005. The responsible bodies of the companies involved approved the conclusion of the Control and Profit Transfer Agreement at the time. The Control and Profit Transfer Agreement shall be amended by means of an amendment agreement. The amendment agreement, which has not yet been concluded, requires the consent of the General Meeting of CTS EVENTIM Aktiengesellschaft and the consent of the Partners' Meeting of CTS Ticket Online Sales & Service Center GmbH, as well as entry in the commercial register.

The amendment agreement has the following content: "AMENDMENT AGREEMENT TO THE CONTROL AND PROFIT TRANSFER AGREEMENT between 1. CTS EVENTIM Aktiengesellschaft (in future CTS Eventim AG & Co. KGaA), Dingolfinger Straße 6, D-81673 Munich, entered in the commercial register of the Munich District Court under HRB 156963 – hereinafter "CONTROLLING COMPANY" – and 2. Ticket Online Sales & Service Center GmbH, Ludwigsluster Straße 33, D-19370 Parchim, entered in the commercial register of the Schwerin District Court under HRB 9844 – hereinafter "SUBSIDIARY COMPANY" – 1.1. Contract amendment The Control and Profit Transfer Agreement existing between the CONTROLLING COMPANY and the SUBSIDIARY COMPANY dated 15 December 2005 shall be amended as follows: § 4 contains the following wording: "The provisions of § 302 AktG as amended shall apply accordingly."

Convenience Translation - 1.2. Otherwise continued validity of the agreement Otherwise, the Control and Transfer Agreement dated 15 December 2005 shall continue unchanged. 1.3. Validity of the amendment agreement This amendment agreement shall be valid from the start of the financial year of the Subsidiary Company in which the amendment agreement is entered in the commercial register of the Subsidiary Company." The draft of the Amendment Agreement, the annual financial statements of CTS EVENTIM Aktiengesellschaft and Ticket Online Sales & Service Center GmbH and in the case of CTS EVENTIM Aktiengesellschaft, the management reports, each for the last three financial years of the companies, the joint report of the Executive Board of CTS EVENTIM Aktiengesellschaft and the Management Board of Ticket Online Sales & Service Center GmbH regarding the amendment agreement, as well as the Control and Profit Transfer Agreement dated 15 December 2005 can be viewed on the website of CTS EVENTIM Aktiengesellschaft (www.eventim.de) under the "Investor Relations", "General Meeting 2014", as well as in the business premises of the Company from the time of convocation of the General Meeting.

Furthermore, copies of these documents will be laid out in the General Meeting.

The Executive Board and Supervisory Board propose to approve the amendment agreement to the Control and Profit Transfer Agreement dated 15 December 2005 between CTS EVENTIM Aktiengesellschaft and Ticket Online Sales & Service Center GmbH.

Convenience Translation - Laying out of documents: From the time of convocation of the General Meeting onwards, − the adopted annual financial statements of CTS Eventim AG and the approved consolidated financial statements of the CTS EVENTIM Group for the 2013 financial year with the combined management report for the Company and the Group, each with the explanatory report of the Executive Board regarding the disclosures in accordance with § 289 (4) HGB and § 315 (4) HGB, − the report of the Supervisory Board regarding the 2013 financial year of CTS EVENTIM AG and the CTS EVENTIM Group, − the proposal of the Executive Board for the appropriation of balance sheet profit, − the Conversion Report in accordance with §§ 238, 230 (2) UmwG, − the report of the Executive Board in accordance with §§ 203 (2) Sentence 2 in conjunction with 186 (4) Sentence 2 AktG, − the draft of the amendment agreement to the Control and Profit Transfer Agreement between CTS EVENTIM AG and CTS Eventim Solutions GmbH dated 8 October 2002, with this Control and Profit Agreement, − the joint report of the Executive Board of CTS EVENTIM AG and the Management Board of CTS Eventim Solutions GmbH regarding the amendment agreement, − the draft of the amendment agreement to the Control and Profit Transfer Agreement between CTS EVENTIM AG and Ticket Online Sales & Service Center GmbH dated 15 December 2005, with this Control and Profit Agreement, − the joint report of the Executive Board of CTS EVENTIM AG and the Management Board of Ticket Online Sales & Service Center GmbH regarding the amendment agreement, − the annual financial statements of CTS EVENTIM AG, CTS Eventim Solutions GmbH and Ticket Online Sales & Service Center GmbH, each for the last three financial years and in the case of CTS EVENTIM AG, each with management reports, are available in the business premises of CTS EVENTIM Aktiengesellschaft Contrescarpe 75 A, D-28195 Bremen for inspection by the shareholders.

During the same time period, these documents can also be viewed via the website of CTS EVENTIM Aktiengesellschaft (www.eventim.de) under the "Investor Relations" section, "General Meeting 2014". Upon request a copy will be provided to each shareholder immediately and free of charge. Furthermore, copies will be laid out in the General Meeting.

Requirement for participation in the General Meeting and exercising of voting rights: Only those shareholders are entitled to participate in the General Meeting and exercise their voting rights, who have registered for the General Meeting and have verified their shareholding to the Company. The registration and verification must be received by the Company at the following address by no later than 1 May 2014 (12:00 p.m. CEST):

Convenience Translation - CTS EVENTIM Aktiengesellschaft c/o PR im Turm HV-Service AG Römerstraße 72-74 D-68259 Mannheim Fax: +49-(0)621-7177213 E-mail: eintrittskarte@pr-im-turm.de The authorisation to participate in the General Meeting and exercise the voting right must be proven with a written certificate of share ownership in German or English language and which refers to the start of 17 April 2014 (12:00 p.m.

CEST) ("verification reference date"). For verification of the authorisation, a specific written certificate of share ownership from the custody account institution is sufficient. For participation in the General Meeting and exercising of voting rights as a shareholder, the Company will only accept a shareholder who has provided the verification. In case of doubt regarding the correctness or authenticity of the verification, the Company is authorised to request further suitable evidence. If this evidence has not been provided or not in the appropriate form, the company can reject the shareholder.

The authorisation to participate and the scope of voting rights shall exclusively be based on the shareholding on the verification reference date. The verification reference date does not constitute a block for the saleability of the shareholding. Divestments after the verification reference date have no significance for the legal participation and voting right of the shareholder. An additional acquisition of shares in the Company after the verification reference date also does not lead to any changes regarding the participation and voting right. Persons who do not hold any shares on the verification reference date and only acquire shares afterwards have neither participation rights nor voting rights, unless the receive authorisation or become empowered to exercise rights.

After receipt of the registration and verification of the shareholding, the registrar will send admission tickets for the General Meeting to the shareholders. The admission tickets are only organisational instruments and are not a requirement for participating in the General Meeting and exercising voting rights. In order to ensure prompt receive of the admission tickets, we request our shareholders to contact their custody account institution as soon as possible and request an admission ticket for participating in the General Meeting. The custody account institution will generally take care of the registration and verification of the shareholding in these cases.

In case of doubt, the shareholders should ask their custody account institution whether it will perform the registration and verification of the shareholding for them. Proxies Shareholders who are not personally attending the General Meeting can have their voting right exercised by a proxy, e.g. an association of shareholders, a credit institution or another person of institution of their choice. We also offer shareholders to already authorise proxies appointed by the Company prior to the General Meeting. They are bound to instructions, so they must vote in accordance with your issued instruction.

Convenience Translation - If neither a credit institution, nor an association of shareholders nor any equivalent person or institution in accordance with § 135 AktG or § 135 AktG in conjunction with § 125 (5) AktG is authorised, the power of attorney must be issued in written form in accordance with § 134 (3) Sentence 3 AktG (§ 126b BGB). The cancellation of such a power of attorney and evidence of the authorisation to the Company must also be in written form in accordance with § 134 (3) Sentence 3 AktG (§ 126b BGB). Shareholders who intend to authorise a third party are requested to use the form that is provided to you by the Company with the admission ticket for issuing the power of attorney.

The power of attorney form will also be sent to the shareholders at any time upon written request and can also be accessed via the website of website of CTS EVENTIM Aktiengesellschaft (www.eventim.de) under the "Investor Relations" section, "General Meeting 2014".

If a credit institution, an association of shareholders or an equivalent person or institution in accordance with § 135 AktG or § 135 AktG in conjunction with § 125 (5) AktG is authorised, the aforementioned provisions for the form of issuance, cancellation and evidence of the power of attorney do not apply. The institutions or persons to be authorised may request special form of power of attorney, because they must retain the power of attorney for examination. Please consult with the party to be authorised in good time regarding the form of the power of attorney. The evidence of the power of attorney must be shown on the day of the General Meeting by the proxy.

Furthermore, CTS EVENTIM AG offers its shareholders the alternative of sending the verification by post, by telefax or by e-mail to the Company, so that it is received at one of the following addresses by 7 May 2014, 6:00 p.m. CEST: CTS EVENTIM Aktiengesellschaft c/o PR IM TURM HV-Service AG Römerstraße 72-74 D-68259 Mannheim Fax: +49-621-7177213 E-mail: hauptversammlung@eventim.de The same applies to sending the cancellation of a power of attorney sent in this way and its amendment.

Shareholders who intend to issue a power of attorney to the proxies appointed by the Company must also register for the General Meeting with the aforementioned requirements. Furthermore, they must issue instructions to the proxy as to how the voting right should be exercised for each individual agenda item. The power of attorney is invalid without the issuance of relevant instructions. The proxy must vote on the basis of the issued instructions; if an instruction is not clear, the proxy appointed by the Company must abstain for the relevant agenda item. The proxy will exclusively exercise the voting right and will not exercise any further rights, such and the right to question and propose motions.

If you would like to make use of this option, you can do this in writing (also by telefax or e-mail) using the relevant form that is sent with the admission ticket. You can find further details on the admission ticket. To simplify organisation, shareholders who already intend to authorise the proxies appointed by the Company prior to the General Meeting are requested to send the powers of attorney and instructions by no later than 7 May 2014, 6:00 p.m. 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 D-68259 Mannheim Fax: +49-621-7177213 E-mail: hauptversammlung@eventim.de If a shareholder authorises more than one person, the Company can reject one or several of these.

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