Annual General Meeting 2013
Annual general meeting to be held on
Thursday, August 1, 2013 at 10.00 a.m. at the Congress Center Rosengarten, 68161 Mannheim, Rosengartenplatz 2
Agenda
- 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 2012/13 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 2012/13 fiscal year and the report of the supervisory board.
- Appropriate retained earnings
- Ratify executive board members' actions for the 2012/13 fiscal year
- Ratify supervisory board members' actions for the 2012/13 fiscal year
- Appoint the auditors and group auditors for the 2013/14 fiscal year
- Cancel the existing authorized capital, establish new authorized capital ( with authority to exclude shareholder subscription rights) and amend the Articles of Incorporation
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 2012/13 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 2012/13 fiscal year and the report of the supervisory board.
In its meeting on May 15, 2013, 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.
Dividends
TOP 2 Appropriate retained earnings:
The executive and supervisory boards propose that net retained earnings of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt for fiscal 2012/13 of € 183,805,636.46 be used as follows:
| Distribute a dividend of EUR 0.90 per share | |
|---|---|
| on 204,183,292 no-par value bearer shares | 183,764,962.80 € |
| Transfer to new account | 40,673.66 € |
| Retained earnings | 183,805,636.46 € |
To the extent treasury shares are available on the day of the general meeting, the proposed resolution will be amended to reflect the distribution of € 0.90 per dividend-bearing share on treasury shares and the corresponding higher amount carried forward.
The dividend will be paid on August 2, 2013.
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.
Motions on amendments/counter motions/nominations for elections
Until deadline July 1, 2013, (midnight) no motions on amendments persuant to § 122 para 2 AktG for the annual general meeting of Südzucker AG on August 1, 2013 have been filed.
Furthermore until deadline 17 July 2013, (midnight) for publication pursuant to § 126 AktG no countermotions / nominations for elections for the annual general meeting of Südzucker AG on 1st August 2013 have been submitted.
Documents to the agenda
Documents to TOP 1
Present the adopted annual financial statements and management report
AGM 2013 - Information pursuant to article 289 para. 4 of German Commercial Code
57.55 kBAGM 2013 - Information pursuant to article 315 para. 4 of German Commercial Code
82.01 kBAGM 2013 - List of participations pursuant to article 313 para. 2 and article 285 number 11 of German Commercial Code
184.03 kBDocuments to TOP 6
Cancel the existing authorized capital, establish new authorized capital (with authority to exclude shareholder subscription rights) and amend the Articles of Incorporation
Report by the executive board with reference to agenda item 6
Report by the executive board to the annual general meeting with reference to agenda item 6 (exclusion of shareholder rights) pursuant to article 203, paragraphs 1 and 2, and article 186, paragraph 4, clause 2 of the German Stock Corporation Act (AktG)
83.57 kBArticles of incorporation as of 15 May 2013 with amendments to be resolved
84.75 kBProxy-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 August 1, 2013 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.