Annual General Meeting 2011

Annual general meeting to be held on
Thursday, July 21, 2011 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, paragraphs 4 and 5 of the German Commercial Code) for the 2010/11 financial year, the approved consolidated financial and management report (including notes to the presented information as per article 315, paragraph 4 of the German Commercial Code) for the 2010/11 financial year and the report of the supervisory board.
2. Appropriate retained earnings
3. Ratify executive board members' actions for the 2010/11 financial year
4. Ratify supervisory board members' actions for the 2010/11 financial year
5. Supervisory board member elections
6. Appoint the auditors and group auditors for the 2011/12 financial year
7. Endorse the agreement between Südzucker Aktiengesellschaft Mannheim/Ochsenfurt and Hellma Gastronomie-Service GmbH

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 and 5 of the German Commercial Code) for the 2010/11 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 2010/11 financial year and the report of the supervisory board.
In its meeting on May 17, 2011, 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. Both the total number of shares and voting rights at the time of calling the annual general meeting is therefore 189,353,608. At the time the meeting was called, the company held 90,000 treasury shares, for which it has no voting rights.

Dividends
TOP 2 Appropriate retained earnings:
The executive and supervisory boards propose that the net retained earnings of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt for fiscal 2010/11 of EUR 104,148,569.38 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 0.55 per dividend-bearing share is maintained and the corresponding higher remainder carried forward.
The dividend will be paid on July 22, 2011.
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.

Motions on amendments/counter motions/nominations for elections

Until deadline June 20, 2011, (midnight) no motions on amendments for the annual meeting of Südzucker AG on July 21, 2011 have been filed.
Furthermore until deadline July 6, 2011, (midnight) no counter motions / nominations for elections for the annual meeting of Südzucker AG on July 21, 2011 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 2010/11 financial year 

Documents to TOP 7
Unterlagen zu TOP 7 (Zustimmung zum Unternehmensvertrag zwischen der Südzucker AG Mannheim/Ochsenfurt und der Hellma Gastronomie-Service GmbH)

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 21, 2011 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.