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Annual general meeting 2010

Annual general meeting to be held on Tuesday, July 20, 2010 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, paragraph 4 of the German Commercial Code) for the 2009/10 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 2009/10 financial year and the report of the supervisory board.
  2. Appropriate retained earnings
  3. Ratify executive board actions for the 2009/10 financial year
  4. Ratify supervisory board actions for the 2009/10 financial year
  5. Select the auditors and group auditors for the 2010/11 financial year
  6. Amend the Articles of Incorporation regarding the procedure for calling and holding the annual general meeting, in particular to align with the German act to implement the shareholders' rights directive (ARUG)
  7. Grant authority to buy back shares including utilization with exclusion of shareholder subscription rights
  8. Cancel Conditional Capital I and cancel the authorization to issue participation certificates, convertible bonds and income bonds with warrants and amend the Articles of Incorporation accordingly
  9. Approve the executive board remuneration policies
  10. Opt out of reporting individual executive board members' compensation in the notes to the annual report and the consolidated financial statements

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 of the German Commercial Code) for the 2009/10 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 2009/10 financial year and the report of the supervisory board.
In its meeting on May 26, 2010, 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. At the time the annual general meeting was called, the company held no treasury shares. The total number of shares entitling holders to participation and voting rights at the time of calling the annual general meeting is thus 189,353,608.

Dividends

TOP 2 Appropriate retained earnings:

The executive and supervisory boards propose that the net retained earnings of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt for fiscal 2009/10 of EUR 85,215,858.14 be used as follows:
Distribute a dividend of EUR 0.45 per share
on 189,353,608 no-par value bearer shares 85,209,123.60 EUR
Balance to be carried forward 6,734.54 EUR
Net retained earnings 85,215,858.14 EUR

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 0.45 per dividend-bearing share is maintained and the corresponding higher remainder carried forward.
The dividend will be paid on July 21, 2010.
Notice on behalf of the company: Dividend announcement will be published after resolution within a stock exchange gazette, the Electronic German Federal Gazette and at the company's Web site.

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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 13, 2010 (midnight) are entitled to participate in the annual general meeting and exercise their voting rights:
Südzucker Aktiengesellschaft Mannheim/Ochsenfurt
c/o Deutsche Bank AG
- 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 29, 2010, 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 13, 2010 (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.
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 rejecting one or more of these.
The proxy, its cancellation and proof of the authorization on behalf of the company does not have to be signed. Article 15, paragraph 1, clause 3 of the Articles of Incorporation, which stipulates that proxies not distributed to a financial institution or shareholders association must be signed, is no longer applicable given the new law that an unsigned document is sufficient. 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 HV-Services AG
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 cast their vote by proxy prior to the annual general meeting via a company appointee bound to follow shareholders' instructions. 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 proxy will be invalid. 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 via the persons appointed to act as proxies by the company. Neither do the 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 19, 2010 at the following address:
Südzucker Aktiengesellschaft Mannheim/Ochsenfurt
c/o Computershare HV-Services AG
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:
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 19, 2010).
- 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 Download (PDF, 112.84 KB)

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Motions on amendments/counter motions/nominations for elections

Until deadline July 5, 2010, (midnight) no motions on amendments/counter motions/nominations for elections for the annual meeting of Südzucker AG on July 20, 2010 have been submitted.

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Documents to the agenda

Documents to TOP 1
Present the adopted annual financial statements
and management report and the approved
consolidated financial and management reports
for the 2009/10 financial year
Annual report 2009/10 Link
Financial statements Südzucker AG 2009/10 Link
Information pursuant to articles 289 paragraph 4,
315 paragraph 4 of German Commercial Code
and commenting report
Download (PDF, 84.72 KB)
List of participations pursuant to
article 313 para. 2 number 4
German Commercial Code
Download (PDF, 116.93 KB)
Documents to TOP 6
Amend the Articles of Incorporation regarding the
procedure for calling and holding the annual general
meeting, in particular to align with the German act
to implement the shareholders' rights directive (ARUG)
Executive board and supervisory board move that it be
resolved that articles 14 and 15 and article 16, paragraph 4
of the Articles of Incorporation be revised by inserting
a new paragraph 5 and reworded as follows:
Articles of incorporation as amended
on 21st July 2009 with amendments to be resolved
Download (PDF, 55.02 KB)
Documents to TOP 7
Grant authority to buy back shares including
utilization with exclusion of shareholder
subscription rights
Executive board report for TOP 7 Download (PDF, 90.47 KB)
Documents to TOP 9
Approve the executive board remuneration policies
Compensation report Download (PDF, 52.92 KB)

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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 20th July 2010 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

27.05.2010 Analyst-/ balance sheet conference
31.05.2010 Announcement convening Annual Meeting in Electronic German Federal Gazette
19.06.2010 Final deadline for motions on amendments (Minderheitsverlangen)
25.06.2010 Announcement pursuant to § 125 AktG (Distribution of invitation for the Annual Meeting to shareholders)
29.06.2010 Record Date
29.06.2010 Internet tool for electronic issuing of proxies and instructions online (proxy voting)
05.07.2010 Final deadline for countermotions
06.07.2010 Countermotions online
13.07.2010 Deadline notice of intention to attend the Annual Meeting
19.07.2010 Final day for submission of written proxies and instructions (reaching Südzucker via regular mail or telefax)
19.07.2010 Proxies and instructions to representatives of Südzucker via proxy voting can be submitted until 6 pm
20.07.2010 Proxies to third parties can be assigned, proven, amended and canceled up until the adjournment of Annual Meeting via electronic proxy voting
20.07.2010 Annual General Meeting 2010 Congress Centrum Rosengarten, Mannheim
21.07.2010 Publication of voting results
21.07.2010 Dividend payout

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Voting results

The votes of the agenda items had the following results:
ITEM 1
Present the adopted annual financial statements and management report (including notes to the statements as per article 289, paragraph 4 of the German Commercial Code) for the 2009/10 financial year, the approved conso-lidated financial and management reports (including notes to the presented information as per article 315, paragraph 4 of the German Commercial Code) for the 2009/10 financial year and the report of the supervisory board.
No resolution required.
ITEM 2
Appropriate retained earnings
ADOPTED
151,458,253 Shares for which
valid votes were cast
(= 79.99 % of
capital stock)
151,449,645 Yes votes 99.99 %
8,608 No votes 0.01 %

ITEM 3
Ratify executive board actions for the 2009/10 financial year
ADOPTED
150,980,770 Shares for which
valid votes were cast
(= 79.73 % of
capital stock)
149,909,595 Yes votes 99.29 %
1,071,175 No votes 0.71 %
ITEM 4
Ratify supervisory board actions for the 2009/10 financial year
ADOPTED
150,618,557 Shares for which
valid votes were cast
(= 79.54 % of
capital stock)
149,538,330 Yes votes 99.28 %
1,080,227 No votes 0.72 %
ITEM 5
Select the auditors and group auditors for the 2010/11 financial year
ADOPTED
151,451,080 Shares for which
valid votes were cast
(= 79.98 % of
capital stock)
151,395,486 Yes votes 99.96 %
55,594 No votes 0.04 %
ITEM 6
Amend the Articles of Incorporation regarding the procedure for calling and holding the annual general meeting, in particular to align with the German act to implement the shareholders' rights directive (ARUG)
ADOPTED
151,097,495 Shares for which
valid votes were cast
(= 79.80 % of
capital stock)
151,050,946 Yes votes 99.97 %
46,549 No votes 0.03 %
ITEM 7
Grant authority to buy back shares including utilization with exclusion of shareholder subscription rights
ADOPTED
150,598,423 Shares for which
valid votes were cast
(= 79.53 % of
capital stock)
149,259,655 Yes votes 99.11 %
1,338,768 No votes 0.89 %
ITEM 8
Cancel Conditional Capital I and cancel the authorization to issue participation certificates, convertible bonds and income bonds with warrants and amend the Articles of Incorporation accordingly
ADOPTED
151,416,907 Shares for which
valid votes were cast
(= 79.97 % of
capital stock)
151,310,167 Yes votes 99.93 %
106,740 No votes 0.07 %
ITEM 9
Approve the executive board remuneration policies
ADOPTED
146,927,565 Shares for which
valid votes were cast
(= 77.59 % of
capital stock)
131,644,769 Yes votes 89.60 %
15,282,796 No votes 10.40 %
ITEM 10
Opt out of reporting individual executive board members' compensation in the notes to the annual report and the consolidated financial statements
ADOPTED
147,747,971 Shares for which
valid votes were cast
(= 78.03 % of
capital stock)
127,749,557 Yes votes 86.46 %
19,998,414 No votes 13.54 %
PDF-documents can be viewed with Acrobat Reader, which is available for free from Adobe.