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Annual General Meeting 2013

Annual general meeting to be held on
Thursday, August 1, 2013 at 10 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 pursuant to article 289, paragraphs 4 and 5 of HGB, the German Commercial Code) for the 2012/13 fiscal year, the approved consolidated financial statements and management report (including notes to the disclosed information pursuant to article 315, paragraph 4 of the German Commercial Code) for the 2012/13 fiscal year and the report of the supervisory board.
  2. Appropriate retained earnings
  3. Ratify executive board members' actions for the 2012/13 fiscal year
  4. Ratify supervisory board members' actions for the 2012/13 fiscal year
  5. Appoint the auditors and group auditors for the 2013/14 fiscal year
  6. Cancel the existing authorized capital, establish new authorized capital ( with authority to exclude shareholder subscription rights) and amend the Articles of Incorporation

Items on the agenda that require no resolution

TOP 1
Present the adopted annual financial statements and management report (including notes to the statements pursuant to article 289, paragraphs 4 and 5 of HGB, the German Commercial Code) for the 2012/13 fiscal year, the approved consolidated financial statements and management report (including notes to the disclosed information pursuant to article 315, paragraph 4 of the German Commercial Code) for the 2012/13 fiscal year and the report of the supervisory board
In its meeting on May 15, 2013, 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 € 204,183,292 consisting of 204,183,292 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 thus 204,183,292. At the time the meeting was called, the company held no treasury shares.

Dividends

TOP 2 Appropriate retained earnings:

The executive and supervisory boards propose that net retained earnings of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt for fiscal 2012/13 of € 183,805,636.46 be used as follows:
Distribute a dividend of EUR 0.90 per share
on 204,183,292 no-par value bearer shares183,764,962.80 €
Transfer to new account40,673.66 €
Retained earnings183,805,636.46 €

To the extent treasury shares are available on the day of the general meeting, the proposed resolution will be amended to reflect the distribution of € 0.90 per dividend-bearing share on treasury shares and the corresponding higher amount carried forward.
The dividend will be paid on August 2, 2013.
Notice on behalf of the company: Dividend announcement will be published after resolution within the Frankfurter Allgemeine Zeitung, the German Federal Gazette and at the company's Web site.

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 25, 2013 (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 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, July 11, 2013, 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 25, 2013 (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 timely receipt of the registration and proof of share ownership at the aforementioned registration office of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt, 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, unless they have obtained a power of attorney to do so or authorization to exercise such rights. 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 might also cast their votes at the annual general meeting by proxy; e.g., by the depository bank, a shareholders' association, or other persons of their choice. The following should be noted:
Timely registration and proof of share ownership are also required if shareholders choose a 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. 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 (AktG) 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 (AktG) 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
80249 Munich
Fax: +49 89 309037-4675
The form sent to shareholders together with the admission ticket after they have registered can be used to assign a proxy.
Procedure for voting by proxies of the company
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. Appointed proxies are obliged to vote in accordance with the instructions 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 initiated at the annual general meeting or other motions not properly submitted by shareholders prior to the annual general meeting pursuant to article 126 of the German Stock Corporation Act (AktG) and nominations pursuant to article 127 of the German Stock Corporation Act (AktG) 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 but need not 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 31, 2013 (received by 6 p.m.) at the following address:
Südzucker Aktiengesellschaft Mannheim/Ochsenfurt
c/o Computershare Operations Center
80249 Munich
Fax: +49 89 309037-4675
Electronic submission of proxies and instructions, cancellation of proxies and proof of authorization
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:
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 31, 2013).
  • Proxies to third parties can be assigned, proven, amended or canceled up until the adjournment of the annual general meeting.

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 € 10,209,164.60 or rounded up to the next higher whole number of shares, 10,209,165 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; the day of receipt and the day of the annual general meeting shall not be counted. The deadline for acceptance is thus midnight on July 1, 2013. 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
Article 122, paragraph 2, clause 1 of the German Stock Corporation Act (AktG) states that motions on amendments shall be prepared in accordance with the rules in article 122, paragraph 1, clause 3 in conjunction with article 142, paragraph 2, clause 2 of the Act. The aforementioned rules state that in the event of an application to appoint a special auditor, the applicants shall submit proof that they have held their shares for at least three months prior to the date of the annual general meeting and that they will continue to hold the shares until the date of the decision regarding the application. Article 70 of the German Stock Corporation Act (AktG) applies to these periods.
To the extent 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:
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 make recommendations regarding the nomination of 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: +49 621 421-7843
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 17, 2013 (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. 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 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 (AktG)
Article 131, paragraph 1 of the German Stock Corporation Act (AktG) 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 website at:
http://www.suedzucker.de/en/Investor-Relations/Hauptversammlung/

Motions on amendments/counter motions/nominations for elections

Until deadline July 1, 2013, (midnight) no motions on amendments persuant to § 122 para 2 AktG for the annual general meeting of Südzucker AG on August 1, 2013 have been filed.
Furthermore until deadline 17 July 2013, (midnight) for publication pursuant to § 126 AktG no countermotions / nominations for elections for the annual general meeting of Südzucker AG on 1st August 2013 have been submitted.

to top of page


Documents to the agenda

Documents to TOP 1
Present the adopted annual financial statements and management report
Annual report 2012/13
1 March 2012 to 28 February 2013
Online-Version
Annual report 2012/13
1 March 2012 to 28 February 2013
Download (PDF, 7.14 MB)
Südzucker AG Management report
and financial statements
dated February 28, 2013
Download (PDF, 856 KB)
Information pursuant to article 289 para. 4
of German Commercial Code
Download (PDF, 57.55 KB)
Information pursuant to article 315 para. 4
of German Commercial Code
Download (PDF, 82.01 KB)
List of participations pursuant to article 313 para. 2
and article 285 number 11 of German Commercial Code
Download (PDF, 184.03 KB)
Documents to TOP 6
Cancel the existing authorized capital, establish new authorized capital (with authority to exclude shareholder subscription rights) and amend the Articles of Incorporation
Report by the executive board with reference to agenda item 6
Amendment of the Articles of Incorporation

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 August 1, 2013 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.

Dates around the annual general meeting

16.05.2013Analyst-/balance sheet press conference
23.05.2013Convening Annual General Meeting via public announcement in German Federal Gazette and via EU media
23.05.2013Publication of Annual General Meeting documents on Südzucker-website
24.05.2013Announcement convening Annual General Meeting in “Frankfurter Allgemeine Zeitung”
01.07.2013Deadline for motions on amendments (Midnight)
10.07.2013Distribution of announcement pursuant to § 125 AktG (Distribution of invitation for the Annual General Meeting to shareholders)
11.07.2013Record Date (for share ownership: 12 a.m. CEST)
11.07.2013Launch of Internet tool for electronic issuing of proxies and instructions (proxy voting) on Südzucker-website
17.07.2013Final deadline for countermotions to be published pursuant to § 126 AktG (i.e. to be published on website); (midnight)
25.07.2013Shareholder Deadline for notice of intention to attend the Annual Meeting (midnight)
31.07.2013Final day for submission of written proxies and instructions via regular mail or telefax (entry until 6 p.m. CEST)
31.07.2013Proxies and instructions to representatives of Südzucker via electronic proxy voting can be submitted until 6 p.m. CEST
01.08.2013Proxies to third parties via electronic proxy voting can be assigned, proven, amended and canceled up until the adjournment of Annual General Meeting
01.08.2013Annual General Meeting 2013
Congress Center Rosengarten, Mannheim
02.08.2013Publication of voting results on Südzucker-website at the latest one day after the Annual General Meeting
02.08.2013Dividend payout
PDF-documents can be viewed with Acrobat Reader, which is available for free from Adobe.