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Annual General Meeting 2014

Annual general meeting to be held on
Thursday, July 17, 2014 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 2013/14 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 2013/14 fiscal year and the report of the supervisory board.
  2. Appropriate retained earnings
  3. Ratify executive board members' actions for the 2013/14 fiscal year
  4. Ratify supervisory board members' actions for the 2013/14 fiscal year
  5. Appoint the auditors and group auditors for the 2014/15 fiscal year
  6. Elect supervisory board members
  7. Amend article 1 of the Articles of Incorporation (company, headquarters)
  8. Amend article 12, paragraphs 1 and 2 of the Articles of Incorporation (supervisory board remuneration)
  9. Approve amendment to existing Control and Profit Transfer Agreements with subsidiaries
    a) Approve amendment agreement on the control and profit transfer agreement with Südzucker Verwaltungs GmbH agreed on May 5, 2014.
    b) Approve amendment agreement on the control and profit transfer agreement with BGD Bodengesundheitsdienst GmbH agreed on May 5, 2014.
    c) Approve amendment agreement on the control and profit transfer agreement with Südtrans GmbH agreed on May 5, 2014.
    d) Approve amendment agreement on the control and profit transfer agreement with Südzucker Tiefkühl-Holding GmbH agreed on May 5, 2014.

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 2013/14 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 2013/14 fiscal year and the report of the supervisory board.
In its meeting on May 14, 2014, 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.

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Dividends

TOP 2 Appropriate retained earnings:

The executive and supervisory boards propose net retained earnings of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt for fiscal 2013/14 of € 102,565,963.04 to be used as follows:
Distribute a dividend of EUR 0.50 per share
on 204,183,292 no-par value bearer shares102,091,646.00 €
Transfer to new account (profit brougt forward)474,317.04 €
Retained earnings102,565,963.04 €

The number of dividend-bearing shares may change between now and the time of the annual general meeting. In such case, an amended recommendation regarding appropriation retained earnings will be presented to shareholders at the annual general meeting, which will reflect an unchanged dividend per dividend-bearing share and amended retained earnings carried forward.
The dividend will be paid on July 18, 2014.
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.

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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 10, 2014 (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@db-is.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 26, 2014, 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 10, 2014 (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 registration and proof of share ownership at the aforementioned registration office on behalf of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt, the registration office will send 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 such 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 can 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 16, 2014 (received by 6:00 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 16, 2014).
  • 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 rightsDownload (PDF, 140.23 KB)

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Motions on amendments/counter motions/nominations for elections

Until deadline June 16, 2014, (midnight) no motions on amendments persuant to § 122 para 2 AktG for the annual general meeting of Südzucker AG on July 17, 2014 have been filed.
Furthermore until deadline 2 July 2014, (midnight), for publication pursuant to § 126 AktG no countermotions/nominations for elections for the annual general meeting of Südzucker AG on 17 July 2014 have been submitted.

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Documents to the agenda

Documents to TOP 1
Present the adopted annual financial statements and management report for the 2013/14 fiscal year
Annual report 2013/14
1 March 2013 to 28 February 2014
Online-Version
Annual report 2013/14
1 March 2013 to 28 February 2014
Download (PDF, 5.73 MB)
Südzucker AG Management report
and financial statements
dated February 28, 2014
Download (PDF, 972.1 KB)
Documents to TOP 6
Elect supervisory board members
Supervisory board shareholder representatives Dr. Ralf Bethke, Deidesheim, and Dr. Christian Konrad, Vienna, Austria, resigned from the supervisory board effective as of the adjournment of the annual general meeting on July 17, 2014 in accordance with the supervisory board rules of procedure of Südzucker AG, Mannheim/Ochsenfurt. As a result, two shareholder representatives will have to be elected for the remaining term of office of the current supervisory board.
The supervisory board proposes that to replace the departing members,
Mag. Veronika Haslinger, residing in Vienna, Austria, managing director of Raiffeisen-Holding Niederösterreich-Wien reg.Gen.m.b.H., Vienna,
and
Dipl.-Kauffrau Susanne Kunschert, residing in Stuttgart, managing partner of Pilz GmbH & Co. KG, Ostfildern, Germany
be elected to the supervisory board as shareholder representatives effective end of the July 17, 2014 annual general meeting, for the remaining term of office of the present supervisory board; i.e., to the end of the annual general meeting at which shareholders will vote on ratification for the 2016/17 financial year.
Further information about the recommended candidates is available here:
The supervisory board of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt is comprised of ten shareholder representatives and ten employee representatives pursuant to article 96, paragraph 1 and article 101, paragraph 1 of the German Stock Corporation Act (AktG) and article 1 and article 7, paragraph 1, clause 3 of the German Codetermination Act (MitbestG).
The recommended candidates reflect the supervisory board's agreed composition targets. Shareholders at the general meeting are not obligated to vote for candidates proposed by the supervisory board.
It is intended to conduct the supervisory board elections by way of separate ballots (individual voting).
Ms. Veronika Haslinger is not a member of any German company's statutory supervisory board. She is a member of a comparable German or foreign supervisory panel at the following company:
SZVG Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG, Stuttgart
Ms. Susanne Kunschert is not a member of any German company's statutory supervisory board and is not a member of a comparable domestic or foreign supervisory panel at any other company.
In the opinion of the supervisory board, neither of the recommended candidates has any personal or business relationship subject to disclosure as recommended by item 5.4.1, paragraphs 4 and 6 of the German corporate governance code with Südzucker Aktiengesellschaft Mannheim/Ochsenfurt or its subsidiaries, the corporate entities of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt or a shareholder of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt who holds a material interest.
Documents to TOP 7
Amend article 1 of the Articles of Incorporation (company, headquarters)
Documents to TOP 8
Amend article 12, paragraphs 1 and 2 of the Articles of Incorporation (supervisory board remuneration)
Documents to TOP 9
Approve amendment to existing Control and Profit Transfer Agreements with subsidiaries
On this page you will find the documents in connection with item 9 of the Agenda for Südzucker Annual General Meeting 2014 (Resolutions on the approval of amendments to existing control and profit transfer agreements) which shall be made accessible according to Section 293f and 124a of the German Stock Corporation Act. The documents are available only in German.
Südzucker AG Management report and
financial statements 2013/14
Download
Südzucker AG Management report and
financial statements 2012/13
Download
Südzucker AG Management report and
financial statements 2011/12
Download (PDF, 1.01 MB)

Approve amendment agreement on the control
and profit transfer agreement with Südzucker
Verwaltungs GmbH agreed on May 5, 2014

Existing control and profit transfer agreementDownload (PDF, 102.56 KB)
Amendment agreement on the control
and profit transfer agreement
Download (PDF, 941.22 KB)
Financial statements of Südzucker Verwaltungs GmbH 2013/14Download (PDF, 640.69 KB)
Financial statements of Südzucker Verwaltungs GmbH 2012/13Download (PDF, 548.26 KB)
Financial statements of Südzucker Verwaltungs GmbH 2011/12Download (PDF, 612.06 KB)
Joint report of the Executive Board of Südzucker AG
Mannheim/Ochsenfurt and the management of
Südzucker Verwaltungs GmbH
Download (PDF, 3.06 MB)

Approve amendment agreement on the control
and profit transfer agreement with
BGD Bodengesundheitsdienst GmbH
agreed on May 5, 2014

Existing control and profit transfer agreementDownload (PDF, 102.56 KB)
Amendment agreement on the control
and profit transfer agreement
Download (PDF, 941.22 KB)
Financial statements of BGD
Bodengesundheitsdienst GmbH 2013/14
Download (PDF, 640.69 KB)
Financial statements of BGD
Bodengesundheitsdienst GmbH 2012/13
Download (PDF, 548.26 KB)
Financial statements of BGD
Bodengesundheitsdienst GmbH 2011/12
Download (PDF, 612.06 KB)
Joint report of the Executive Board of Südzucker AG
Mannheim/Ochsenfurt and the management of
BGD Bodengesundheitsdienst GmbH
Download (PDF, 3.06 MB)

Approve amendment agreement on the control
and profit transfer agreement with
Südtrans GmbH
agreed on May 5, 2014

Existing control and profit transfer agreementDownload (PDF, 102.56 KB)
Amendment agreement on the control
and profit transfer agreement
Download (PDF, 941.22 KB)
Financial statements of Südtrans GmbH 2013/14Download (PDF, 640.69 KB)
Financial statements of Südtrans GmbH 2012/13Download (PDF, 548.26 KB)
Financial statements of Südtrans GmbH 2011/12Download (PDF, 612.06 KB)
Joint report of the Executive Board of Südzucker AG
Mannheim/Ochsenfurt and the management of
Südtrans GmbH
Download (PDF, 3.06 MB)

Approve amendment agreement on the control
and profit transfer agreement with
Südzucker Tiefkühl-Holding GmbH
agreed on May 5, 2014

Existing control and profit transfer agreementDownload (PDF, 102.56 KB)
Amendment agreement on the control
and profit transfer agreement
Download (PDF, 941.22 KB)
Financial statements of Südzucker Tiefkühl-Holding GmbH 2013/14Download (PDF, 640.69 KB)
Financial statements of Südzucker Tiefkühl-Holding GmbH 2012/13Download (PDF, 548.26 KB)
Financial statements of Südzucker Tiefkühl-Holding GmbH 2011/12Download (PDF, 612.06 KB)
Joint report of the Executive Board of Südzucker AG
Mannheim/Ochsenfurt and the management of
Südzucker Tiefkühl-Holding GmbH
Download (PDF, 3.06 MB)

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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 17, 2014 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

15.05.2014Analyst-/balance sheet press conference
19.05.2014Convening Annual General Meeting via public announcement in German Federal Gazette and via EU media
19.05.2014Publication of Annual General Meeting documents on Südzucker-website
20.05.2014Announcement convening Annual General Meeting in “Frankfurter Allgemeine Zeitung”
16.06.2014Deadline for motions on amendments (Midnight)
23.06.2014Distribution of announcement pursuant to § 125 AktG (Distribution of invitation for the Annual General Meeting to shareholders)
26.06.2014Record Date (for share ownership: 12 a.m. CEST)
26.06.2014Launch of Internet tool for electronic issuing of proxies and instructions (proxy voting) on Südzucker-website
02.07.2014Final deadline for countermotions to be published pursuant to § 126 AktG (i.e. to be published on website); (midnight)
10.07.2014Shareholder Deadline for notice of intention to attend the Annual Meeting (midnight)
16.07.2014Final day for submission of written proxies and instructions via regular mail or telefax (entry until 6 p.m. CEST)
16.07.2014Proxies and instructions to representatives of Südzucker via electronic proxy voting can be submitted until 6 p.m. CEST
17.07.2014Proxies to third parties via electronic proxy voting can be assigned, proven, amended and canceled up until the adjournment of Annual General Meeting
17.07.2014Annual General Meeting 2014
Congress Center Rosengarten, Mannheim
18.07.2014Publication of voting results on Südzucker-website at the latest one day after the Annual General Meeting
18.07.2014Dividend payout
PDF-documents can be viewed with Acrobat Reader, which is available for free from Adobe.