Annual General Meeting 2015
Annual general meeting to be held on
Thursday, 16 July 2015 at 10 a.m. CEST.
at the Congress Center Rosengarten,
68161 Mannheim, Rosengartenplatz 2
Items on the agenda that require no resolution
Present the adopted annual financial statements and management report (including notes to the statements pursuant to section 289 (4) and (5) of the German Commercial Code (HGB)) for the fiscal year 2014/15, the approved consolidated financial statements and management report (including notes to the disclosed information pursuant to section 315 (4) HGB) for the fiscal year 2014/15 and the report of the supervisory board.
In its meeting on 20 May 2015, 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.
TOP 2 Appropriate retained earnings:
The executive and supervisory boards propose net retained earnings of Südzucker AG for fiscal 2014/15 of € 51,145,612.44 to be used as follows:
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 17 July 2015.
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.
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 9 July 2015 (midnight) are entitled to participate in the annual general meeting and exercise their voting rights:
c/o Deutsche Bank AG
- General Meetings -
P.O. Box 20 01 07
60605 Frankfurt / Main
Fax: +49 69 12012-86045
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, 25 June 2015, 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 9 July 2015 (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 AG 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:
c/o Computershare Operations Center
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 15 July 2015 (received by 6:00 p.m.) at the following address:
c/o Computershare Operations Center
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:
Motions on amendments/counter motions/nominations for elections
Until deadline June 15, 2015, (midnight) no motions on amendments pursuant to § 122 para 2 AktG for the annual general meeting of Südzucker AG on July 16, 2015 have been filed.
Furthermore until deadline 1 July 2015, (midnight), for publication pursuant to § 126 AktG no countermotions / nominations for elections for the annual general meeting of Südzucker AG on 16 July 2015 have been submitted.
Documents to the agenda
Supervisory board shareholder representative Erhard Landes, Donauwörth, resigned from the supervisory board effective as of the end of the annual general meeting on 16 July 2015 in accordance with the supervisory board rules of procedure of Südzucker AG. As a result, a shareholder representative must be elected for the remaining term of office of the current supervisory board.
The supervisory board proposes to elect
Helmut Friedl, residing in 86492 Egling a. d. Paar, agricultural operations manager and instructor at the Technical School of Agricultural Economics (Technikerschule für Agrarwirtschaft) in Landsberg am Lech,
to the supervisory board to replace the departing member as shareholder representative, effective as of the end of the annual general meeting on 16 July 2015, 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 fiscal year 2016/17.
The supervisory board of Südzucker AG consists of ten shareholder representatives and ten employee representatives pursuant to section 96 (1) and section 101 (1) of the German Stock Corporation Act (AktG) and section 1 (1) and section 7 (1) no. 3 of the German Codetermination Act (MitbestG). On 1 May 2015 the “Act on Equal Participation of Women and Men in Executive Positions” (Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen) came into force in the private and public sector in Germany. In amendment to the Stock Corporation Act (AktG), this new act stipulates that the supervisory board of a listed company subject to the Codetermination Act (Mitbestimmungsgesetz), the Coal and Steel Codetermination Act (Montan-Mitbestimmungsgesetz) or the Codetermination Supplementary Act (Mitbestimmungsergänzungsgesetz) must, in accordance with section 96 (2) sentence 1 AktG (latest revision), be made up of at least 30 percent women and at least 30 percent men. However, this minimum quota will not apply immediately. It will come into force on 1 January 2016, but will only apply to supervisory board positions that become vacant on or after this date. The statutory minimum quota of 30 percent women and men, respectively, on the supervisory board is therefore to be considered only for vacancies filled on or after 1 January 2016. Existing board memberships may be exercised up to their regular period end. Nevertheless, upon entry into force of the new law, the announcement of the annual general meeting must, pursuant to section 124 (2) sentence 2 AktG (latest revision), include additional mandatory information regarding the aforementioned minimum quota. We hereby satisfy this obligation by providing the following information: From 1 January 2016, a minimum of six members of the company’s supervisory board must be women and six members must be men, respectively, in order to satisfy the statutory minimum quota of 30 percent; the statutory minimum quota of 30 percent must then be considered exclusively when filling vacancies. In its present composition, the supervisory board will be able to meet the statutory minimum quota of 30 percent overall since neither the shareholder representatives nor the employee representatives on the company’s supervisory board have objected to full compliance with this requirement. At the time this invitation to the annual general meeting was announced, 20 percent of the company’s supervisory board was made up of women.
The recommended candidate reflects the supervisory board’s agreed composition targets. Shareholders at the general meeting are not obliged to vote for candidates proposed by the supervisory board.
Helmut Friedl is not a member of any German company’s statutory supervisory board nor is he a member of a comparable domestic or foreign supervisory panel at any other company.
Disclosures pursuant to clause 5.4.1 paragraphs 4 to 6 of the German Corporate Governance Code:
Helmut Friedl is a beet farmer and as such a supplier to the company. He is chairman of the executive board of Verband der Zuckerrübenanbauer e.V., which is a member of Verband Süddeutscher Zuckerrübenanbauer e. V. (VSZ), which in turn is a member of Süddeutsche Zuckerrübenverwertungsgenossenschaft eG (SZVG). Mr. Friedl is a member of the executive board of VSZ and he is expected to be proposed for election to the executive board of SZVG.
The existing Authorized Capital 2013 pursuant to article 4 (4) of the Articles of Incorporation was not utilized. The current resolution proposes that Authorized Capital 2013 be canceled and new Authorized Capital in the amount of € 20,000,000 be established, which corresponds to about 9.8 % of the € 204,183,292 of the share capital existing at the time of the resolution.
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 16 July 2015 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.
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
Invitation and Agenda for the Annual General Meeting 2015 (PDF, 559.33 KB)
Annual Report 2014/15 (PDF, 8.32 MB)
Articles of Incorporation (PDF, 64.06 KB)
Version of September 25, 2013