PhilosophyThere is an increasing demand for the digital consumption of media through online stores, streaming services and wireless channels. Tracking and sensing these trends, SendR enables the market to meet these increasing demands.
Media service providers offer their customers a large numbers of media assets for consumption at any time. Sophisticated search tools enable their consumers to identify and consume even previously inaccessible digital goods.
Many licensors have yet to make their assets available in various digital formats/repackagings and rely on the services and expertise provided by SendR through its affiliates to enable the exploitation of those assets. Media service providers are mostly reluctant to enter direct relationships with licensors providing a smaller catalogue. SendR, aggregating many licensors, is a well accepted contracting party for those media service providers and can negotiate better deals for its licensors due to the reduced administrative costs for the media service providers.
Company ProfileSendR – through its affiliate companies – is resp. was a digital distributor and license exploitation enabler. Thus SendR currently enables resp. enabled the non-physical exploitation of appr. more than a million media assets (audio- and video-tracks) at about 140 licensees (including Apple iTunes, Amazon, GooglePlay, Spotify, YouTube etc.). The services offered cover resp. covered the entire value chain for the digital media (esp. audio and video) contents. Thereby its affiliate companies are resp. were both provider and supplier for artists, record labels, licensed digital services providers and private consumers.
In essence, the business model consists resp. consisted in aggregating license-rights (contracting with rights-holders such as creators, authors, artists and record labels) in propect to distribute and exploit these licenses and getting a share on that revenue. In this sense SendR (through its affiliates) categorizes resp. categorized as an aggregator, digital warehouse and clearinghouse.
HistoryThe operational business of SendR is resp. was mainly and historically carried out through finetunes GmbH, a limited liability company incorporated under the laws of Germany in December 2003. The operating company finetunes GmbH is the pioneer in digital media distribution and exploitation of license rights, aggregating the interests of artists and record labels and acting as a clearing house for the owners of digital media assets and licenses. Focusing on music as the main distributable content, finetunes also monetizes video, long-form video (such as concerts, films) and audio-books rights. The following are important milestones in the history of the Group’s corporate and operational development:
Incorporation of finetunes GmbH after the founders having works some time “garage-style” on a solution for independent labels to be able to sell their content (music) online. finetunes starts as the first independent download stare for music in Germany. The initial solution for that is based on a client server model (as iTunes still is) and also included a digital rights management system.
Achievement of a proprietary download platform. After having worked with several licensors it appeared that licensors not only express a demand for digitizing their content but also needed to use that digitized content for distribution to other points of sale.
This distribution aspect becomes more and more the main source of revenues making finetunes one of the first distributors of music/ media in Germany also taking in the role of a clearing house for the licensees rights. As an illustration finetunes was one of the first European companies having a direct interface with Apple iTunes back in 2004-2005, before iTunes was even launched in Europe or Germany.
The company built an encoding system to be able to digitize most of Germany’s independent catalogues at that time.
First white-label shops for partners like Shell, Technics etc. have been built. Based on this the first voucher code actions started in Germany for artists and brands like Nokia for example.
Development of possibilities of different configurations of one release due to different digital business models and timelines.
Launch of the intuitive ContentHub and PromoTool.
Start of the “direct-to-fan” bundling service and launch of a real-time sales analysis tool.
Then up until now that business model stayed basically the same:
- a lot of new licensors have been included (to appr. 2.000) in the distribution
- meanwhile the distribution model shifted from “A la carte downloads” to “content to rent” (= streaming) and is still shifting.
Acquisition of Phonofile AS
Sale of the main assets of SendR SE, namely finetunes GmbH and Phonofile AS to The Orchard/SONY
Operating Post-Sale duties and starting to plan/envision for new endeavours for SendR SE
Executive Director (Chairman), Member of the Board of Directors (Vice-Chairman)
During his studies of Law and then Information Technologies+Economics, he founded in late 2000 GUDBERG Unprinted Media GmbH & Co.KG, an agency for building web shops, databases and other business information systems. During that time „GUDBERG“ developed an audio watermark and especially the P2P Gopher „blue ice“, which was then used by „GVU“, the German Society for the Prosecution of Copyright Infringement, to detect illegal material (mainly video) in P2P-networks. Having gathered experience on that „protecting/prosecuting rights“- side, the idea arose to implement a legally acceptable solution for media consumption.
Non-exectuive Member of the Board of Directors
He co-founded finetunes 14 years ago out of the need to find distribution solutions for his own label Nonplace which he ran from 1999 to 2008. While running his own music label he was graduating his studies in media and economy in Cologne. Previously Oke was managing editor of the German daily newspaper Taz and a contributing journalist to titles such as Zeitung zum Sonntag, NZZ, de:bug, intro, beam.
Alexander P. Sator
Chairman of the Board of Directors
Non-exectuive Member of the Board of Directors
ARTICLES OF ASSOCIATION
1 Commercial firm name, registered office, business year
(1) The company has the commercial firm name SendR SE.
(2) The registered office of the company is based in Hamburg/ Germany.
(3) The business year of the company is the calendar year.
2 Corporate purpose
(1) The corporate purpose of the company is to possess majority- and/ or minority holdings in companies that are active in the business of licensing and the exploitation of licensing rights and/ or that offer relevant services and/ or products related to business of licensing and the exploitation of licensing rights. The company thereby acts as management-holding and/ or financial holding; the company runs the affiliated companies in the sense of an operative and/ or strategic management.
(2) The company is authorized to all businesses and actions that might support directly or indirectly the corporate purpose. For these purposes the company is allowed to incorporate, acquire, sell or hold directly or indirectly similar or related companies and to run the management or simply to admin the participation.
(3) The company is authorized to purchase own shares.
3 Announcements and information
(1) Announcements of the company will be published in the Electronic Federal Gazette of Germany, as long as there is no other way of publication foreseen by law.
(2) Information for the shareholders can be transferred, as permitted by applicable law, as well by data transmission, especially by electronic mail.
4 Authorized Capital
(1) The authorized capital of the company is EUR 1.200.000.
(2) The authorized capital is divided into 1.200.000 no-par-value nominal shares with a book value of EUR 1,00. In case the decision to increase the capital of the company does not include an instruction whether the new shares will be bearer shares or nominal shares, the new shares will be nominal shares.
(3) In case there will be new shares issued, the begin of the profit sharing can be determined differently to article 60 paragraph 2 of the German Stock Companies Act.
(4) The shareholder’s right to securitize his participation is excluded. In spite of that, the company is authorized to issue single as well as global share certificates on behalf of a shareholder.
5 Composition and power of the governing body
(1) The governing body manages the company, defines the target of its activity and supervises the implementation. For the execution of the hereinafter stated activities an explicit decision of the governing body is required upfront by the executive board members.
-the purchase of properties, similar land rights respectively the disposition of these;
-to accept guaranty for companies on which the company holds a stake of less than 50% of their social capital;
-all business transactions that have been classified as subject to approval in the applicable bylaws for the executive board members.
(2) The governing body consists of five members that have to be nominated by the general assembly.
(3) The nomination of a member of the governing body is valid for the period ending with the ordinary general assembly that votes about the formal approval of the action of the governing body in the fifth business year after the beginning of the mandate. Thereby the business year in which the mandate begins does not count. The mandate of a governing body is valid for a maximum of six years. The general assembly can define a shorter time of mandate of a single or all the members of the governing body on which the general assembly is voting. The nomination of a successor for a member of the governing body that is leaving the governing body before the end of the mandate will be for the remaining time of the mandate of the leaving member of the governing body as long as the general assembly does not decide on a different mandate.
(4) For each member of the governing body substitute members can be nominated in the way, that the substitute members will replace certain members of the governing body in case of their premature dismissal or that resigning members of the governing body will be replaced in a defined order by the substitute members. In case a substitute member is replacing a member of the governing body the mandate will terminate with the end of the next general assembly, in which a reelection will take place, latest with the ending of the mandate of the resigned member of the governing body.
(5) Members and substitute members of the governing body are authorized to resign at any time, but not mistimed, by written notice to the executive members of the governing body.
6 Chairman and deputy chairman of the governing body
(1) The governing body nominates from among its members the chairman and the deputy chairman. The mandate of the chairman and the deputy chairman corresponds, as long as no different mandate has been defined, the mandate of their membership in the governing body.
(2) The deputy chairman perceives the rights and duties of the chairman subject to article 8 paragraph 6 clause 4 of the German Stock Companies Act in case the chairman is prevented for any reason.
(3) In case the chairman of the governing body resigns ahead of time or in case the chairman is prevented not only temporarily, the election of a new chairman for the same mandate of the resigned or prevented chairman has to take place. The same applies for the deputy chairman. Successors have to be elected immediately.
(4) The governing body is authorized at any time, even without an assembly, to reelect a different chairman based on at least 75% of the votes respectively to reelect the deputy chairman based on the simple majority.
7 Convocation of a meeting of the governing body
(1) Meetings of the governing body have to be convoked at least every three months by the chairman or the deputy chairman to counsel about the company’s business development and its prospects.
(2) Meetings of the governing body have to be convoked by the chairman in written, by fax or by electronic mail complying with a time limit of 14 days by using the latest known address, fax-number or electronic mail address. Each member of the governing body is obliged to inform the company and the other members of the governing body immediately about any change of address, fax-number or electronic mail address. In calculating the time limit the day of the convocation and the day of the meeting are not included. The chairman is authorized to shorten the time limit in urgent cases. The legal power of convoking meetings of the governing body by other board members remains unaffected.
(3) The convocation has to include the items of the agenda as well as the meeting place and the meeting time.
(4) Meetings take place at the registered office of the company. In case all board members agree to meet at a different place, that place is approved for that meeting.
8 Resolutions of the governing body
(1) Resolutions of the governing body are taken in general during meetings of the governing body. Absent members of the governing body can participate in resolutions of a meeting by communicating their vote in text form through another member of the governing body. The chairman can authorize that members of the governing body can participate in meetings and resolutions via video conference or telephone (or the like); the other members of the governing body have no veto against that. Ex post votes of an absent member of the governing body are only valid in case not a single other member of the governing body disagrees.
(2) The order according to which the items of the agenda will be discussed as well as the way and the order of the voting will be defined by the chairman of the governing body in his position o as head of the meeting. He is authorized to postpone the counseling and the resolution about single items of the agenda upon application of the managing board or based on dutiful discretion.
(3) In case certain items of the agenda have not been disclosed to all members of the governing bodies in time, there can be no resolution as long as not all members of the governing body agree. Absent members of the governing body have the right to oppose within an adequate time limit that has to be defined by the chairman and that cannot be more than 8 days. Only in case no absent member of the governing body opposed within the time limit, the resolution will be valid.
(4) A resolution of the governing body can be made based on the directive of the chairman also without a meeting via verbal, telephonically, written, facsimile or other common means of communication (especially electronic mail) or by a combination of the hereby stated ways. The members of the governing body have no right of objection.
(5) The governing body is quorate if at least half of the members, including the chairman, or, in case the chairman does not participate of at least 75% of the members participate in the resolution. In regards of clause 1 even that members of the governing body participate that abstain from voting or that give an invalid vote.
(6) Resolutions of the governing body are made with simple majority of the given votes. Abstentions do not count as given votes. In case of parity there will be a second voting round. If the second voting round will end with parity again, the chairman will be given two votes. The double-voting-power of the chairman is only applicable in that cases, where the governing body includes labor representatives as well and in case at least one labor representative is involved in the resolution. The substitute is not entitled to the second vote.
9 Inner order and committees
(1) The governing body gives itself bylaws. The bylaw needs the approval of the general assembly to be valid. In case resolutions of the governing body are needed before the end of the first general assembly, the bylaws of the founders will be valid. The cancellation of the bylaws should be seen as realignment of new bylaws without contents.
(2) The governing body is authorized – in case of cogent legal regulations – to appoint a committee and to define the duties and authorities of that committee. Thereby the power of resolutions can be transferred to the committee. Article 8 is applicable for the resolutions of the committees in case no different scenario is foreseen by law.
10 Remuneration of the governing body
(1) Members of the governing body will receive a fixed remuneration of EUR 1.200,– that will be paid at the end of each business year.
(2) Members of the governing body furthermore receive a variable remuneration that will be approved by the general assembly that decides about the results about the to be remunerated business year.
(3) Members of the governing body that have been part of the governing body only for a part of the business year, will receive a remuneration pro rata of their mandate.
(4) In addition, the company compensates its members of the governing body next to their expenditures the value-added-tax on these expenditures.
11 Executive members of the board
(1) The governing body nominates for the conduction of the business one or more executive directors. Executive directors can be – subject to article 40 paragraph 1 clause 2 – members of the governing body as well.
(2) In case there is only one executive director nominated, this executive director represents the company on his own. In case there are more than one executive directors nominated, the company will be represented by the collective of two executive directors or by one executive director conjointly with a general manager. The executive directors are obliged to follow the written instructions of the governing body.
(3) The governing body is authorized to give to selected or all executive directors the power to represent the company on their own, respectively to act free of the limitations of article 181, alt. 2 of the German Civil Code.
(4) The governing body is authorized to create bylaws for the executive directors.
(5) The governing body is authorized to nominate a chairman as well as one or more deputy chairmen for the executive directors. Chairman of the executive directors can only be an executive director that is as well member of the governing body. In case the chairman is resigning from the governing body the position as chairman of the executive directors will end as well. Regarding resolutions of the executive directors, the chairman of the executive directors has the power of veto; the deputy chairman/ chairmen do not have the power of veto, even in case the chairman is prevented.
(6) Executive directors that are members of the governing body can only be recalled from the governing body with a majority of 75 percent or more of the votes. Eventually given sole powers of representation and/ or the liberation of the limitations of article 181, alt. 2 of the German Civil Code can only be recalled from those executive directors by the governing body with a majority of 75 percent or more of the votes.
12 Place and convocation of the general assembly
(1) The general assembly takes place at the registered office of the company or at any domestic stock exchange.
(2) The general assembly has to be convoked at least 30 days prior to the day of the general assembly. The day of the general assembly and the day of the convocation do not count for the calculation of the 30 days. The time limit for the convocation will be extended by the time for applications according article 13 paragraph 2 of the Companies Act.
13 Participation in the general assembly
(1) Those shareholders are authorized to participate in the general assembly and to exercise their voting power that do register for the general assembly with the company and that show proof of their entitlement. The proof of entitlement can be given by submission of the notice of the company to the shareholder according to which the shareholder is undisputed registered in the stock register of the company or respectively by a confirmation of the custodian bank regarding the ownership of the shareholder. The confirmation has to refer to the ownership during the effective date foreseen by the German Stock Companies Act.
(2) Registration and proof of ownership have to be submitted in English or German to the address referred to in the convocation until six days before the day of the general assembly. The convocation might foresee a shorter time line in days. The day of the general assembly and the day of the delivery do not count for this calculation.
14 Resolutions of the general assembly
(1) Each share grants a vote in the general assembly.
(2) As far as the binding law does not foresee a bigger majority or further conditions, resolutions require the simple majority of the given votes. Amendments of the statutes require a majority of 75% of the given votes, in case at least 50% of the social capital is represented in the general assembly, amendments of the statutes can be made with the simple majority as well.
(3) Shareholders are authorized to get themselves represented on the general assembly. The legal requirements are applicable for the apportionment, the withdrawal and the proof of the power of attorney towards the company.
15 Chairmanship and direction, empowerment
(1) The chairmanship in the general assembly will be fulfilled by the person nominated by the governing body of the company. Furthermore the governing body is authorized to nominate a deputy chairman that will take over the chairmanship of the general assembly in part or in total in case the chairman is prevented for any reason.
(2) The chairman presides over the general assembly. The chairman especially decides over the order of the agenda as well as over the order and the way of the requests to speak. Finally the chairman decides the ordering of the votes. The chairman is authorized to limit the tight to ask questions as well as the right to speak in a timely adequate manner. The chairman is especially authorized to set an adequate timeline at the beginning or during the general assembly regarding the complete set-up of the general assembly, for single items of the agenda and for single contributions regarding the right to speak and to ask questions.
(3) The chairman can schedule that the complete general assembly or parts of it will be transmitted and/ or recorded in sound and vision.
16 Approval of the annual accounts, general assembly
(1) The executive directors have to prepare the annual financial statements, the management report as well as the annual consolidated financial statements and the consolidated management report within the statutory periods. After this preparation, the executive directors have to present these documents immediately together with their suggestion for the appropriation of the net profit of the year to the governing body for analysis.
(2) The governing body is authorized to approve the prepared respectively amended annual financial statements via separate resolution.
(3) In case the governing body does not approve the annual financial statements according to paragraph 2, the governing body is obliged to compile a report and to convoke an ordinary general assembly among others to approve the annual financial statements.
(4) The ordinary general assembly has to take place during the first six months of each business year. In case of paragraph 3, this general assembly will decide about the annual financial statements as well. This general assembly will always decide about the discharge of the governing body, the nomination of the statutory auditor for the current business year as well as about the appropriation of the net profit of the year.
(5) The governing body and in case of paragraph 3, the general assembly, are authorized to transfer up to 50 percent of the net profit after complying with the legal reserves and balancing the accumulated deficit into the retained earnings. Governing body and general assembly furthermore are authorized to transfer amounts in the height of additional 50 percent of the net profit in other retained earnings as long as the other retained earnings do not surmount half of the social capital and as long as the other retained earnings would not surmount half of the social capital after transferring.
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