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Annual General Meeting 2012

Annual general meeting to be held on
Thursday, July 19, 2012 at 10.00 a.m.
at the Congress Center Rosengarten,
68161 Mannheim, Rosengartenplatz 2

Overview


Agenda

  1. Present the adopted annual financial statements and management report (including notes to the statements as per article 289, paragraphs 4 and 5 of the German Commercial Code) for the 2011/12 financial year, the approved consolidated financial and management report (including notes to the presented information as per article 315, paragraph 4 of the German Commercial Code) for the 2011/12 financial year and the report of the supervisory board.
  2. Appropriate retained earnings
  3. Ratify executive board members' actions for the 2011/12 financial year
  4. Ratify supervisory board members' actions for the 2011/12 financial year
  5. Supervisory board elections
  6. Appoint the auditors and group auditors for the 2012/13 financial year

Items on the agenda that require no resolution
 

TOP 1
Present the adopted annual financial statements and management report (including notes to the statements as per article 289, paragraph 4 and 5 of the German Commercial Code) for the 2011/12 financial year, the approved consolidated financial and management reports (including notes to the presented information as per article 315, paragraph 4 of the German Commercial Code) for the 2011/12 financial year and the report of the supervisory board.
In its meeting on May 14, 2012, the supervisory board endorsed the financial statements and consolidated financial statements prepared by the executive board. The financial statements are thus adopted. In accordance with applicable law, there is thus no resolution required regarding this item.

Total number of shares and voting rights at time the meeting is called

At the time the meeting was called, the company's share capital totaled EUR 189,353,608 consisting of 189,353,608 no-par value bearer shares. Each share is granted one vote at the annual general meeting. Both the total number of shares and voting rights at the time of calling the annual general meeting is therefore 189,353,608. At the time the meeting was called, the company held 600,000 treasury shares, for which it has no voting rights.

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Dividends

TOP 2 Appropriate retained earnings:

The executive and supervisory boards propose that the net retained earnings of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt for fiscal 2011/12 of € 132,553,376.49 be used as follows:
Distribute a dividend of EUR 0.70 per share
on 189,353,608 no-par value bearer shares132.547.525,60 €
Balance to be carried forward5,850.89 €
Net retained earnings132.553.376,49 €

To the extent that treasury shares are available on the day of the general meeting, the proposed resolution will be amended so that the distribution of EUR 0.70 per dividend-bearing share is maintained and the corresponding higher remainder carried forward.
The dividend will be paid on July 20, 2012.
Notice on behalf of the company: Dividend announcement will be published after resolution within a stock exchange gazette (Frankfurter Allgemeine Zeitung as of July 20, 2012, the Electronic German Federal Gazette and at the company's Web site.

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Participation/Proxy-voting

Information on participation/Proxy-voting

Prerequisites for participating in the annual general meeting and exercising voting rights
Only shareholders who register at the following address no later than July 12, 2012 (midnight) are entitled to participate in the annual general meeting and exercise their voting rights:
Südzucker Aktiengesellschaft Mannheim/Ochsenfurt
c/o Deutsche Bank AG
Securities Production
- General Meetings -
P.O. Box 20 01 07
60605 Frankfurt/Main
Fax: +49 (0) 69/12012-86045
E-mail: WP.HV@Xchanging.com
Shareholders must also provide proof of share ownership and that they were shareholders at the start of the twenty-first day prior to the annual general meeting; that is, June 28, 2012, 12:00 a.m. (record date), via the depository institution. As for the registration, proof of ownership of shares of the company must also be received at the aforementioned address no later than July 12, 2012 (midnight). The registration and proof of share ownership must be submitted in either German or English. The confirmation does not have to be signed.
After having received the registration and proof of share ownership, the registration office sends shareholders admission tickets entitling them to participate in the annual general meeting. In order to ensure that admission tickets are received on time, we ask shareholders to please request tickets from their depository institution as early as possible. The depository institution will look after the required registration and submission of proof of required share ownership in this case. Admission tickets are issued purely for organizational purposes and do not represent any additional conditions related to participation.
The record date is the key date determining the extent to which shareholders are entitled to participate and exercise their voting rights at the annual general meeting. In terms of their relationship to the company and for the purpose of attending the annual general meeting or to exercise voting rights, only those who have provided confirmation of their shareholdings as of the record date shall be deemed to be shareholders. Changes to shareholdings after the record date are not considered. Shareholders who did not acquire their shares until after the record date may thus not participate in the annual general meeting. Shareholders who have properly registered and have submitted proof are entitled to participate in the annual general meeting and exercise their voting rights, even if they sold their shares after the record date. The record date has no impact on a shareholder's right to sell shares and is not relevant in relation to any potential dividend entitlements.
Procedure for voting by proxy
Shareholders can also cast their votes at the annual general meeting by proxy; e.g., by the depository bank, a shareholders' association, authorized representatives of the company or other persons of their choice. The following should be noted:
Timely registration and proof of share ownership is also required if shareholders choose to vote by proxy. If shareholders assign more than one person to act as their proxy, the company is entitled to reject one or more of these.
The proxy, its cancellation and proof of the authorization on behalf of the company need not be signed. In addition, unless instructions from the shareholder to the contrary exist, the personal attendance by the shareholder at the annual general meeting shall result in cancellation of the previously assigned proxy.
When assigning financial institutions, shareholders' associations or equivalent institutions, companies and persons as described in article 135, paragraph 8 or 10 of the German Stock Corporation Act to act as proxies, special procedures must normally be observed, the details of which should be obtained from the intended proxy. We therefore ask shareholders who wish to authorize a financial institution, shareholders' association or some other equivalent institution, company or person as outlined in article 135, paragraphs 8 and 10 of the German Stock Corporation Act to vote on their behalf, to please coordinate with such party regarding the proper form of proxy.
Proof of assigning a proxy can be submitted to the company at the following address:
Südzucker Aktiengesellschaft Mannheim/Ochsenfurt
c/o Computershare Operations Center
Prannerstraße 8
80333 Munich
Fax: +49 (0) 89/309037-4675
The form sent to shareholders together with the admission ticket after they have registered can be used to assign a proxy.
Once again this year, the company is offering its shareholders the option to assign power of attorney to a company-appointed independent proxy prior to the annual general meeting. Shareholders who wish to make representatives appointed by the company their proxy can also do so using the form sent together with the annual general meeting admission ticket to shareholders who have registered. To authorize a representative nominated by the company to vote on their behalf, shareholders must issue express voting instructions on the respective agenda items. Unless such instructions have been issued, the entire form of proxy will be invalid. Appointed proxies are obliged to vote in accordance with the instructions that they have received. They are not permitted to vote as they see fit.
Shareholders cannot participate in votes on motions regarding annual general meeting procedures, counterproposals made at the annual general meeting or motions not properly submitted by shareholders prior to the annual general meeting as per article 126 of the German Stock Corporation Act and nominations as per article 127 of the German Stock Corporation Act via the persons appointed to act as proxies by the company. Neither do the appointed proxies accept any verbal communications, file objections to annual general meeting resolutions, ask questions or table motions on behalf of shareholders.
Assignments of company-appointed proxies, cancellation or proof of the authorization must be submitted on the forms provided and need to be signed. Shareholders will receive the required documents and information together with their admission ticket.
Registered shareholders are entitled to personally attend the annual general meeting even after they have assigned a company appointee to act as their proxy.
Please send proxy forms/instructions to proxies by regular mail or fax, to be received no later than July 18, 2012 (received by 6 p.m.) at the following address:
Südzucker Aktiengesellschaft Mannheim/Ochsenfurt
c/o Computershare Operations Center
Prannerstraße 8
80333 Munich
Fax: +49 (0) 89/309037-4675
Proxies and instructions, cancellations of proxies and proof of proxy can also be sent electronically via the company's Internet-based proxy and instruction system. The system is accessible to shareholders via the following link:
Link to Proxy-voting
Instructions for using this tool are also provided. The following deadlines apply for assigning proxies or issuing instructions via this system:
  • Proxy forms/instructions to proxies can be submitted, changed or canceled up until 6 p.m. on the day prior to the annual general meeting (July 18, 2012).
  • Proxies to third parties can be assigned, proven, amended or canceled up until the adjournment of the annual general meeting.

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Shareholder rights

Information on shareholder rights

Motions on amendments as per article 122, paragraph 2 of the German Stock Corporation Act
Shareholders whose interest totals at least 5 % of share capital (corresponding to € 9,467,680.40 or rounded up to the next higher whole number of shares, 9,467,681 shares) or whose interest reaches € 500,000 of total share capital (corresponding to 500,000 shares) can demand that items be added to the agenda and published. Each new item must be accompanied by reasons or by a draft resolution. The request shall be in writing with signature and submitted to the executive board of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt and must be received by the company at least thirty days prior to the annual general meeting; that is, no later than midnight on June 18, 2012. Requests for amendments received after this date will not be considered. Please send any requests to the following address:
Südzucker Aktiengesellschaft Mannheim/Ochsenfurt
Executive board
Theodor-Heuss-Anlage 12
68165 Mannheim, Germany
The petitioner or petitioners must prove that they have held their shares for at least three months prior to the day of the annual general meeting. Article 70 of the German Stock Corporation Act applies to this deadline.
To the extent that they were not already published with the notice for the annual general meeting, amendments to the agenda subject to publication will be published in the Bundesanzeiger and other media the company assumes will distribute the information throughout the entire European Union immediately after the motions have been received. In addition, they will be published at the following URL:
http://www.suedzucker.de/en/Investor-Relations/Hauptversammlung/
Countermotions and nominations in accordance with articles 126, paragraph 1 and 127 of the German Stock Corporation Act
Shareholders of the company can submit countermotions to executive board and/or supervisory board recommendations on specific agenda items, as well as nominating external auditors. Such submissions (including rationale) and nominations shall be exclusively submitted to
Südzucker Aktiengesellschaft Mannheim/Ochsenfurt
Investor Relations
Theodor-Heuss-Anlage 12
68165 Mannheim, Germany
or by fax to: +49 (0) 621/421-7843
or by e-mail to: investor.relations@suedzucker.de
Reasons must be given for countermotions; the same does not apply to nominations.
Proper countermotions and nominations submitted by shareholders and received at least fourteen days prior to the date of the annual general meeting; i.e., no later than July 4, 2012 (midnight), will be immediately published at the following website:
http://www.suedzucker.de/en/Investor-Relations/Hauptversammlung/
Any comments from management will also be posted at the above Internet address.
The company may decline to publish a countermotion and its rationale or a nomination if one of the conditions for exclusion as per article 126, paragraph 2 of the German Stock Corporation Act exists; for example, because the nomination or countermotion would result in a resolution by shareholders at the annual general meeting that contravenes either the law or the Articles of Incorporation. Neither must a nomination be published if it does not include the name, the profession and the place of residence of the nominee. Furthermore, neither must nominations of supervisory board members be published if no information is enclosed about the memberships of the recommended candidates in other legally required supervisory boards as stipulated in article 125, paragraph 1, clause 5 of the German Stock Corporation Act. The reason for a countermotion does not need to be published if it is longer than 5,000 characters.
Shareholders are asked to prove the extent of their holdings at the same time they submit the countermotion or nomination. Note that countermotions and nominations sent to the company in advance will only be considered at the annual general meeting if they are presented orally at the meeting. The right of every shareholder to present countermotions to the various agenda items or to make nomination proposals during the annual general meeting without having submitted them to the company prior to the meeting remains unchanged.
Access to information right as per article 131, paragraph 1 of the German Stock Corporation Act
Article 131, paragraph 1 of the German Stock Corporation Act states that every shareholder may request information from the executive board at the annual general meeting regarding company issues, including legal and business relationships with associated companies and the business situation of the group and companies included in the consolidated financial statements, provided the information is required to properly assess a particular agenda item.
Other explanations
Other explanations regarding shareholder rights as per articles 122, paragraph 2, 126 paragraph 1, 127 and 131, paragraph 1 of the German Stock Corporation Act are available at the company's Web site at: http://www.suedzucker.de/en/Investor-Relations/Hauptversammlung/

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Motions on amendments/counter motions/nominations for elections

Until deadline June 18, 2012, (6 pm CEST) no motions on amendments for the annual general meeting of Südzucker AG on July 19, 2012 have been filed.
Furthermore until deadline July 4, 2012, (midnight) for publication pursuant to § 126 AktG no countermotions / nominations for elections for the annual general meeting of Südzucker AG on July 19, 2012 have been submitted.

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Documents to the agenda

Documents to TOP 1
Present the adopted annual financial statements and management report
Annual report 2011/12
1 March 2011 to 29 February 2012
Online-Version
Annual report 2011/12
1 March 2011 to 29 February 2012
Download (PDF, 5.31 MB)
Südzucker AG Management report
and financial statements
dated February 29, 2012
Download (PDF, 905.62 KB)
Information pursuant to article 289 paragraph 4
of German Commercial Code
Download (PDF, 905.62 KB)
Information pursuant to article 315 paragraph 4
of German Commercial Code
Download (PDF, 58.52 KB)
List of participations pursuant to article 313 para. 2 number 4
German Commercial Code
Download (PDF, 99.22 KB)
Documents to TOP 5
Supervisory board elections
The terms of office of all members of the supervisory board end upon adjournment of the July 19, 2012 annual general meeting. New members must thus be appointed.
The supervisory board recommends that the following candidates, who are already members of the supervisory board, be reelected until the end of the annual general meeting at which shareholders will vote on ratification of their actions for the fourth fiscal year after the beginning of their term of office, whereby the business year in which the term of office begins is not counted:
Dr. Hans-Jörg Gebhard
Eppingen
Diplom-Agrar-Ingenieur (agricultural engineer)
Independent farmer and Chairman of Verband Süddeutscher Zuckerrübenanbauer e. V.
Memberships in other domestic, statutory supervisory boards
- CropEnergies AG, Mannheim
- VK Mühlen AG, Hamburg
Memberships in comparable German and foreign supervisory committees
- AGRANA Beteiligungs-AG, Vienna, Austria
- AGRANA Zucker, Stärke und Frucht Holding AG, Vienna, Austria (deputy chairman)
- Freiberger Holding GmbH, Berlin
- Raffinerie Tirlemontoise S.A., Brussels, Belgium
- Saint Louis Sucre S.A., Paris, France
- SZVG Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG, Ochsenfurt (chairman)
- Vereinigte Hagelversicherung VVaG, Gießen
- Z & S Zucker und Stärke Holding AG, Vienna, Austria
Dr. Christian Konrad
Vienna, Austria
Attorney-at-law
Chairman of Raiffeisen-Holding Niederösterreich-Wien
Memberships in other domestic, statutory supervisory boards
BAYWA AG, Munich (deputy chairman)
Memberships in comparable German and foreign supervisory committees
- RWA Raiffeisen Ware Austria AG, Vienna, Austria
- RWA Raiffeisen Ware Austria Handel und Vermögensverwaltung eGen, Vienna, Austria
- Saint Louis Sucre S.A., Paris, France
- Siemens Österreich AG, Vienna, Austria (deputy chairman)
- SZVG Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG, Ochsenfurt
- UNIQA Versicherungen AG, Vienna, Austria (chairman)
Corporate memberships in comparable German and foreign supervisory committees
- AGRANA Beteiligungs-AG, Vienna, Austria (chairman)
- DO & CO Restaurants und Catering Aktiengesellschaft, Vienna, Austria
- KURIER Redaktionsgesellschaft m.b.H., Vienna, Austria (chairman)
- KURIER Zeitungsverlag und Druckerei Gesellschaft m.b.H., Vienna, Austria (chairman)
- LEIPNIK-LUNDENBURGER INVEST Beteiligungs-AG, Vienna, Austria (chairman)
- RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN reg.Gen.m.b.H., Vienna, Austria (chairman)
- RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN AG, Vienna, Austria (chairman)
- Raiffeisen Zentralbank Österreich AG, Vienna, Austria (chairman)
Dr. Ralf Bethke
Deidesheim
Diplom-Kaufmann (degree in business administration)
Former chairman of the executive board of K+S Aktiengesellschaft
Memberships in other domestic, statutory supervisory boards
- Dr. Jens Ehrhardt Kapital AG, Pullach (chairman)
- K+S Aktiengesellschaft, Kassel (chairman)
Memberships in comparable German and foreign supervisory committees
- Benteler International AG, Salzburg, Austria (deputy chairman)
- SZVG Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG, Ochsenfurt
Dr. Jochen Fenner
Gelchsheim
Diplom-Agrar-Ingenieur (agricultural engineer)
Independent farmer and Chairman of the executive board of SZVG Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG and chairman of Verband Fränkischer Zuckerrübenbauer e.V.
Memberships in other domestic, statutory supervisory boards
- none -
Memberships in comparable German and foreign supervisory committees
- AGRANA Beteiligungs-AG, Vienna, Austria
- AGRANA Zucker, Stärke und Frucht Holding AG, Vienna, Austria
- Z & S Zucker und Stärke Holding AG, Vienna, Austria
Erwin Hameseder
Mühldorf, Austria
Attorney-at-law
Managing director of Raiffeisen-Holding Niederösterreich-Wien
Memberships in other domestic, statutory supervisory boards
- none -
Memberships in comparable German and foreign supervisory committees
- Flughafen Wien AG, Vienna, Austria (chairman)
- UNIQA Versicherungen AG, Vienna, Austria
Corporate memberships in comparable German and foreign supervisory committees
- AGRANA Beteiligungs-AG, Vienna, Austria (second deputy chairman)
- AGRANA Zucker, Stärke und Frucht Holding AG, Vienna, Austria (first deputy chairman)
- LEIPNIK-LUNDENBURGER INVEST Beteiligungs-AG, Vienna, Austria
- Mediaprint Zeitungs- und Zeitschriften GmbH & Co. KG, Vienna, Austria (chairman)
- NÖM AG, Baden, Austria (chairman)
- NÖM International AG, Baden, Austria (deputy chairman)
- Raiffeisen Bank International AG, Vienna, Austria (first deputy chairman)
- Raiffeisen Bausparkasse Gesellschaft m.b.H., Vienna, Austria (second deputy chairman)
- Raiffeisen Zentralbank Österreich AG, Vienna, Austria
- STRABAG SE, Spittal, Austria (deputy chairman)
- Z & S Zucker und Stärke Holding AG, Vienna, Austria (chairman)
Ralf Hentzschel
Panschwitz-Kuckau
Teacher
Independent farmer and Chairman of the Verband Sächsisch-Thüringischer Zuckerrübenanbauer e.V.
Memberships in other domestic, statutory supervisory boards
- none -
Memberships in comparable German and foreign supervisory committees
- none -
Wolfgang Kirsch
Königstein
Diplom-Betriebswirt (business administration degree)
Chairman of the executive board of DZ BANK AG
Memberships in other domestic, statutory supervisory boards (all corporate memberships)
- Bausparkasse Schwäbisch Hall AG, Schwäbisch Hall (chairman)
- R+V Versicherung AG, Wiesbaden (chairman)
- Union Asset Management Holding AG, Frankfurt/Main (chairman)
Memberships in comparable German and foreign supervisory committees
- Landwirtschaftliche Rentenbank, Frankfurt/Main
- Österreichische Volksbanken-AG, Vienna, Austria
- SZVG Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG, Ochsenfurt
Georg Koch
Wabern
Diplom-Landwirt (agronomist)
Independent farmer and Chairman of the Verband der Zuckerrübenanbauer Kassel e.V.
Memberships in other domestic, statutory supervisory boards
- none -
Memberships in comparable German and foreign supervisory committees
- none -
Erhard Landes
Donauwörth
Landwirtschaftsmeister (masters diploma in farming)
Independent farmer and Chairman of Verband bayerischer Zuckerrübenanbauer e. V.
Memberships in other domestic, statutory supervisory boards
- none -
Memberships in comparable German and foreign supervisory committees
- none -
Joachim Rukwied
Eberstadt
Diplom-Agrar-Ingenieur (agricultural engineer)
Independent farmer and vintner, President of Landesbauernverband in Baden-Württemberg e. V.
Memberships in other domestic, statutory supervisory boards
- none -
Memberships in comparable German and foreign supervisory committees
- AGRA-EUROPE Presse- und Informationsdienst GmbH, Bonn
- Cost center Landesbauernverband Baden Württemberg GmbH, Stuttgart (chairman)
The supervisory board is comprised of ten members representing the shareholders and ten representing the employees as per article 96, paragraph 1 and article 101, paragraph 1 of the German Stock Corporation Act and article 1, paragraph 1 and article 7 clause 1 of the of the German Codetermination Act.
Shareholders at the annual general meeting are not required to endorse nominations for shareholder representatives.
The intention is to nominate Dr. Gebhard to the position of supervisory board chairman again.

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Proxy-voting

Via following pages you have the opportunity, to submit proxies/instructions to representatives of the company or proxies to third parties for the Annual General Meeting of Südzucker AG on July 19, 2012 in Mannheim.
Remark: Please consider that if we should receive proxies/instructions in different ways with diverging proxies/instructions, we will prioritise the one received via proxy-voting, unless it is obvious that this proxy/instruction was withdrawn by a proxy/instruction at a later date. This remark takes priority over the annotations made about this issue in the proxy-voting-system.
Proxy-voting
Instructions for usage of this electronic proxy voting are available only in German. For further englisch information on proxy voting please refer to this item.

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Dates around the annual general meeting

15.05.2012Analyst-/ balance sheet conference
18.05.2012Announcement convening Annual General Meeting in German Federal Gazette and via EU media
18.05.2012Publication of Annual General Meeting documents on Südzucker-website
19.05.2012Announcement convening Annual General Meeting in “Frankfurter Allgemeine Zeitung”
18.06.2012Final deadline for motions on amendments (Ergänzungsverlangen)
27.06.2012Latest day for Announcement pursuant to § 125 AktG (Distribution of invitation for the Annual General Meeting to shareholders)
28.06.2012Record Date (for share ownership: 12 a.m. CET (midnight))
28.06.2012Internet tool for electronic issuing of proxies and instructions (proxy voting) online on Südzucker-website
04.07.2012Final deadline for countermotions to be published pursuant to § 126 AktG (i.e. to be published on website)
12.07.2012Shareholder Deadline for notice of intention to attend the Annual Meeting (12 a.m. CET (midnight))
18.07.2012Final day for submission of written proxies and instructions via regular mail or telefax (entry until 6 p.m. CET)
18.07.2012Proxies and instructions to representatives of Südzucker via electronic proxy voting can be submitted until 6 p.m. CET
19.07.2012Proxies to third parties via electronic proxy voting can be assigned, proven, amended and canceled up until the adjournment of Annual Meeting
19.07.2012Annual General Meeting 2012
Congress Centrum Rosengarten, Mannheim
20.07.2012Publication of voting results on Südzucker-website at the latest one day after the Annual General Meeting
20.07.2012Dividend payout

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Downloads

Annual Report 2011/12 (PDF, 5.31 MB)
Articles of Incorporation
Version of November 22, 2012
PDF-documents can be viewed with Acrobat Reader, which is available for free from Adobe.