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

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:

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 website.

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.

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 

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: 

Documents to TOP 7
Grant authority to buy back shares including utilization with exclusion of shareholder subscription rights 

Documents to TOP 9
Approve the executive board remuneration policies 

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.