Annual General Meeting 2019

Annual general meeting to be held
on Thursday, 18 July 2019 at 10 a.m. CEST, at the Congress Center Rosengarten, Rosengartenplatz 2, 68161 Mannheim, Germany.

Agenda

1. Present the adopted annual financial statements and management report (including notes to the statements pursuant to section 289a (1) of the German Commercial Code (HGB)) for the fiscal year 2018/19, the approved consolidated financial statements and management report (including notes to the disclosed information pursuant to section 315a (1) HGB) for the fiscal year 2018/19 and the report of the Supervisory Board
2. Appropriation of retained earnings
3. Formal approval of the actions of the members of the Executive Board for the fiscal year 2018/19
4. Formal approval of the actions of the members of the Supervisory Board for the fiscal year 2018/19
5. Election of a Supervisory Board member
6. Election of the auditors and group auditors for the fiscal year 2019/20 and the auditor for a potential review of any financial information during the year
7. Cancellation of the existing authorized capital, creation of new authorized capital (with option to exclude subscription rights) and amendment of the Articles of Incorporation
8. Cancellation of existing and creation of a new authorization to acquire treasury shares including utilization under exclusion of subscription rights
9. Cancellation of existing and creation of a new authorization to acquire treasury shares using derivatives including utilization under exclusion of subscription rights

Items on the agenda that require no resolution

ITEM 1
Present the adopted annual financial statements and management report (including notes to the statements pursuant to section 289a (1) of the German Commercial Code (HGB)) for the fiscal year 2018/19, the approved consolidated financial statements and management report (including notes to the disclosed information pursuant to section 315a (1) HGB) for the fiscal year 2018/19 and the report of the Supervisory Board
In its meeting on 15 May 2019, the Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the executive board; the annual 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 was called
At the time the meeting was called, the company’s share capital totalled € 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.

Item 2
Appropriation of retained earnings
The Executive Board and the Supervisory Board propose net retained earnings of Südzucker AG for fiscal year 2018/19 in the amount of € 40,923,324.11 to be used as follows:

The number of dividend-bearing shares may change by the date of the Annual General Meeting. In such case, an amended recommendation regarding appropriation of retained earnings will be presented to shareholders at the Annual General Meeting, which will reflect an unchanged dividend per dividend-bearing share and amended earnings carried forward.

In accordance with section 58 (4) sentence 2 of the German Stock Corporation Act (AktG), the entitlement to payment of the dividend is due on the third business day following the Annual General Meeting, therefore on 23 July 2019.

Notice on behalf of the company: Dividend announcement will be published after resolution within the German Federal Gazette and at the company's website.

Motions on amendments/counter motions/nominations for elections

Until deadline 17 June 2019, (midnight),no motions on amendments according to § 122 (2) German Stock Corporation Act (AktG) have been submitted for the Südzucker AG annual general meeting on 18 July 2019.

Until deadline 3 July 2019, (midnight), one countermotion/nomination for election according to § 126 German Stock Corporation Act (AktG) and § 127 AktG has been submitted for the Südzucker AG annual general meeting on 18 July 2019.

Information on nomination for election (only available in German)

Documents to the agenda

Documents to ITEM 1
Present the adopted annual financial statements and management report for the 2018/19 fiscal year

Documents to ITEM 5
Election of a supervisory board member
Curriculum Vitae and Overview of Activities of the supervisory board member to be elected by the Annual General Meeting

Documents to ITEM 6
Election of the auditors and group auditors for the fiscal year 2019/20 and the auditor for a potential review of any financial information during the year

Documents to ITEM 7
Cancellation of the existing authorized capital, creation of new authorized capital (with option to exclude subscription rights) and amendment of the Articles of Incorporation

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 18 July 2019 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.