Virtual Annual General Meeting 2020
The Virtual Annual General Meeting for the 2019/20 financial year was held on Tuesday, 14th of July, 2020, at 10:00 a.m. in Mannheim, Germany.
This invitation is also available in German. The English translation is provided for convenience only and should not be relied upon exclusively. The German version of the invitation is definitive and takes precedence over this translation.
Presentation of the adopted annual financial statements and the management report (including the notes on the disclosures pursuant to Section 289a (1) of the German Commercial Code) for the 2019/20 financial year, the approved consolidated financial statements and the Group management report (including the notes on the disclosures pursuant to Section 315a (1) of the German Commercial Code) for the 2019/20 financial year and the report of the Supervisory Board.
At its meeting on 11 May 2020, the Supervisory Board already approved the annual financial statements and consolidated financial statements prepared by the Executive Board; the annual financial statements are thus adopted. In accordance with the statutory provisions, no resolution will therefore be passed on this agenda item.
The executive board and supervisory board propose that the unappropriated retained earnings of CropEnergies AG for the 2019/20 financial year of € 27,942,974.00 be appropriated as follows:
| Distribution of a dividend of € 0.30 per share on 87,250,000 no-par value shares | 26.175.000,00 € |
| Carried forward to new account (profit carried forward) | 1.767.974,00 € |
| Balance sheet profit | 27.942.974,00 € |
The number of no-par value shares entitled to dividends may change before the Annual General Meeting. In this case, a correspondingly adjusted proposal for the appropriation of profits will be submitted to the Annual General Meeting, which provides for an unchanged dividend per no-par value share entitled to dividend as well as a correspondingly adjusted profit carried forward.
Pursuant to Section 58 (4) sentence 2 of the German Stock Corporation Act, the claim to payment of the dividend is due on the third business day following the resolution of the Annual General Meeting, i.e. on 17 July 2020.
Ratification of the actions of the members of the Executive Board for fiscal year 2019/20
The Supervisory Board and the Executive Board propose that the actions of the members of the Executive Board in fiscal year 2019/20 be approved.
Ratification of the actions of the members of the Supervisory Board for fiscal year 2019/20
The Executive Board and the Supervisory Board propose that the acts of the members of the Supervisory Board in the fiscal year 2019/20 be ratified.
Supervisory Board member Dr. Wolfgang Heer, Ludwigshafen am Rhein, resigned from the Supervisory Board on March 4, 2020.
Dr. Thomas Kirchberg, Würzburg, was provisionally appointed as his successor by resolution of the Mannheim Registry Court on 16 March 2020. A Supervisory Board member is therefore to be elected for the remaining period of the current Supervisory Board's term of office.
The Supervisory Board proposes
Dr. Thomas Kirchberg 97074 Würzburg Graduate agricultural engineer Member of the executive board of Südzucker AG
- who is currently appointed by the court - to the supervisory board as a shareholder representative effective at the conclusion of the annual general meeting on July 14, 2020 for the remainder of the current term of office of the current supervisory board, i.e., until the conclusion of the annual general meeting that will resolve on the ratification of the actions of the supervisory board for the 2021/22 financial year.
The Supervisory Board submits the election proposal in accordance with the recommendation of the Nomination Committee of the Supervisory Board and on the basis of the requirements of the German Corporate Governance Code and taking into account the objectives designated by the Supervisory Board for its composition.
The Supervisory Board has satisfied itself that the proposed candidate is able to devote the time expected for the office.
Mandates of the proposed candidate on other statutory supervisory boards:
Mandates of the proposed candidate in comparable domestic and foreign supervisory bodies:
AGRANA Beteiligungs-AG, Vienna/Austria Ekosem-Agrar AG, Walldorf Freiberger Holding GmbH, Berlin (Chairman) Südzucker Unterstützungswerk, Frankenthal/Palatinate
Information in accordance with recommendation C13 of the German Corporate Governance Code:
Dr. Thomas Kirchberg is a member of the executive board of Südzucker AG; this is the group parent company and supplier of CropEnergies AG.
Further information on the proposed candidate can be found on the company's website atwww.cropenergies.com ( section: Investor Relations / Annual General Meeting).
Pursuant to § 8 (1) of the articles of association of CropEnergies AG, the company's supervisory board consists of six members. Pursuant to § 96 (1) and § 101 (1) of the German Stock Corporation Act, the supervisory board is composed exclusively of supervisory board members representing the shareholders.
Election of the auditor of the annual financial statements and the auditor of the consolidated financial statements for the fiscal year 2020/21 as well as the auditor for a possible audit review of financial information during the year.
The Supervisory Board proposes - based on the recommendation of the Audit Committee pursuant to Article 16 (2) of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16. April 2014 on specific requirements for the statutory audit of public interest entities and repealing Commission Decision 2005/909/EC (EU Statutory Audit Regulation) - that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, be appointed as auditor of the annual financial statements and auditor of the consolidated financial statements for the 2020/21 financial year and as auditor for any review of interim financial information for the 2020/21 financial year and for the 1st quarter of the 2021/22 financial year.
The Audit Committee has stated in its recommendation that this is free from undue influence by third parties and that no clause of the kind referred to in Art. 16 (6) of the EU Statutory Audit Regulation has been imposed on it.
Cancellation of the existing and creation of new Authorized Capital (with the option to exclude subscription rights) and amendment to the Articles of Association.
The authorization for the existing Authorized Capital 2016 pursuant to Section 4 (3) of the Articles of Association is limited until July 11, 2021; it has not been utilized to date. By cancelling the Authorized Capital 2016, new authorized capital in the amount of €15,000,000 - corresponding to approximately 17.2% of the share capital of €87,250,000 existing at the time of the resolution - is to be created.
The Executive Board and the Supervisory Board propose that the following resolution be adopted:
a) The Authorized Capital 2016 existing pursuant to Article 4 (3) of the Articles of Association shall be cancelled with effect as of the date of registration of the new authorized capital determined in lit. b) and c) below in the commercial register, with a new version of Article 4 (3) of the Articles of Association.
b) The Executive Board is authorized, with the consent of the Supervisory Board, to increase the Company's share capital on one or more occasions on or before July 13, 2025 by up to a total of €15,000,000 by issuing new no-par value bearer shares against cash contributions and/or contributions in kind (Authorized Capital 2020).
In the case of share issues against contributions in kind, the Executive Board is authorized, with the consent of the Supervisory Board, to exclude shareholders' subscription rights for the purpose of granting shares in connection with (i) business combinations, (ii) the acquisition of companies, parts of companies or equity interests in companies (including the increase of existing equity interests in companies) or other assets related to an acquisition project, or (iii) the acquisition of other assets (including third-party receivables from the Company or its affiliated companies).
If the share capital is increased against cash contributions, the shareholders must generally be granted subscription rights. The shares may also be underwritten by one or more credit institutions or companies within the meaning of Section 186 (5) sentence 1 of the German Stock Corporation Act (AktG) with the obligation to offer them for subscription to the Company's shareholders (indirect subscription right).
However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude shareholders' subscription rights if the issue price is not significantly lower than the stock market price of Company shares of the same class at the time the issue price is finally fixed. This authorization shall apply only subject to the proviso that the shares issued with exclusion of subscription rights pursuant to Section 186 (3) sentence 4 of the German Stock Corporation Act may not exceed a total of 10 % of the share capital, either at the time this authorization becomes effective or at the time it is exercised. This limit of 10% of the share capital shall include shares that (i) are issued or sold during the term of this authorization with the exclusion of subscription rights in direct or analogous application of Section 186 (3) sentence 4 of the German Stock Corporation Act and/or (ii) are or can be issued to service conversion and/or option rights or conversion obligations under convertible bonds, bonds with warrants or profit participation rights, provided that the aforementioned convertible bonds, bonds with warrants or profit participation rights are issued or can be issued during the term of this authorization with the exclusion of subscription rights in direct or analogous application of Section 186 (3) sentence 4 of the German Stock Corporation Act. if the aforementioned bonds or profit participation rights are issued by the Company or one of its affiliates during the term of this authorization in analogous application of § 186 (3) sentence 4 of the German Stock Corporation Act, excluding shareholders' subscription rights.
The Executive Board is also authorized, with the consent of the Supervisory Board, to exclude shareholders' subscription rights to the extent necessary to grant holders of conversion or option rights or creditors of convertible bonds, bonds with warrants, income bonds or profit participation rights with conversion obligations issued by the Company or one of its affiliated companies subscription rights to new no-par value bearer shares of the Company to the extent to which they would be entitled after exercising their option or conversion rights or after fulfilling their conversion obligations.
The Executive Board is also authorized, with the consent of the Supervisory Board, to exclude fractional amounts from the shareholders' subscription rights.
The above authorizations to exclude subscription rights are granted independently of each other.
Furthermore, the Executive Board is authorized, with the consent of the Supervisory Board, to determine the further content of the share rights and the conditions of the share issue.
The Supervisory Board is authorized to amend the wording of the Articles of Association in accordance with the scope of the respective capital increase from the Authorized Capital 2020.
c) Article 4 (3) of the Articles of Association shall be reworded as follows:
"(3) The Executive Board is authorized, with the consent of the Supervisory Board, to increase the Company's share capital on one or more occasions on or before July 13, 2025 by up to a total of €15,000,000 by issuing new no-par value bearer shares against cash and/or non-cash contributions in whole or in partial amounts (Authorized Capital 2020).
In the case of share issues against contributions in kind, the Executive Board is authorized, with the consent of the Supervisory Board, to exclude shareholders' subscription rights for the purpose of granting shares in connection with (i) business combinations, (ii) the acquisition of companies, parts of companies or equity interests in companies (including the increase of existing equity interests in companies) or other assets related to an acquisition project, or (iii) the acquisition of other assets (including third-party receivables from the Company or its affiliated companies).
If the share capital is increased against cash contributions, the shareholders must generally be granted subscription rights. The shares may also be underwritten by one or more credit institutions or companies within the meaning of Section 186 (5) sentence 1 of the German Stock Corporation Act (AktG) with the obligation to offer them for subscription to the Company's shareholders (indirect subscription right).
However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude shareholders' subscription rights if the issue price is not significantly lower than the stock market price of Company shares of the same class at the time the issue price is finally fixed. This authorization shall apply only subject to the proviso that the shares issued with the exclusion of subscription rights pursuant to Section 186 (3) sentence 4 of the German Stock Corporation Act may not exceed a total of 10 % of the share capital, either at the time this authorization becomes effective or at the time it is exercised. This limit of 10% of the share capital shall include shares that (i) are issued or sold during the term of this authorization with the exclusion of subscription rights in direct or analogous application of Section 186 (3) sentence 4 of the German Stock Corporation Act and/or (ii) are or can be issued to service conversion and/or option rights or conversion obligations under convertible bonds, bonds with warrants or profit participation rights, provided that the aforementioned convertible bonds, bonds with warrants or profit participation rights are issued or can be issued during the term of this authorization with the exclusion of subscription rights in direct or analogous application of Section 186 (3) sentence 4 of the German Stock Corporation Act. if the aforementioned bonds or profit participation rights are issued by the Company or one of its affiliates during the term of this authorization in analogous application of § 186 (3) sentence 4 of the German Stock Corporation Act, excluding shareholders' subscription rights.
The Executive Board is also authorized, with the approval of the Supervisory Board, to exclude shareholders' subscription rights to the extent necessary to grant holders of conversion or option rights or creditors of convertible bonds, bonds with warrants, income bonds or profit participation rights with conversion obligations issued by the Company or one of its affiliated companies subscription rights to new no-par value bearer shares of the Company to the extent to which they would be entitled after exercising their option or conversion rights or after fulfilling their conversion obligations.
The Executive Board is also authorized, with the consent of the Supervisory Board, to exclude fractional amounts from the shareholders' subscription rights.
The above authorizations to exclude subscription rights have been granted independently of each other.
Furthermore, the Management Board is authorized, with the approval of the Supervisory Board, to determine the further content of the share rights and the conditions of the share issue.
The Supervisory Board is authorized to amend the wording of the Articles of Association in accordance with the scope of the respective capital increase from Authorized Capital 2020."
The report of the Executive Board on this agenda item is reproduced in Section III. Reports to the Annual General Meeting.
To acquire treasury shares, the Company requires a special authorization by the Annual General Meeting pursuant to Section 71 (1) no. 8 of the German Stock Corporation Act, unless expressly permitted by law. Since the authorization resolved by the Annual General Meeting on July 14, 2015 expires on July 13, 2020, a new authorization resolution shall be proposed to the Annual General Meeting.
The Executive Board and the Supervisory Board therefore propose to resolve:
a) The Company is authorized to acquire treasury shares up to a total of 10% of the share capital existing at the time of the resolution. In this context, the shares acquired on the basis of this authorization, together with other shares of the Company which the Company has previously acquired and still holds or which are attributable to the Company pursuant to Sections 71d, 71e of the German Stock Corporation Act, may at no time account for more than 10 % of the share capital. The authorization shall take effect at the end of the Annual General Meeting on July 14, 2020 and shall be valid until July 13, 2025.
b) At the discretion of the Executive Board, the shares may be acquired on the stock exchange, by means of a public purchase offer, by means of a public invitation to the Company's shareholders to submit offers for sale or by other means in accordance with Section 53a of the German Stock Corporation Act. The purchase price (excluding ancillary purchase costs) may not exceed the average price of the Company's share prior to the cut-off date by more than 10% or fall below it by more than 10%. The average price is the non-volume-weighted average of the closing prices of the Company's shares in XETRA trading (or a comparable successor system) on the stock exchange in Frankfurt am Main on the last three trading days prior to the cut-off date. The record date is
(1) in the case of acquisition via the stock exchange, the date of acquisition or - if earlier - the date on which an obligation to purchase is entered into
(2) in the case of acquisition by means of a public purchase offer or a public invitation to the Company's shareholders to submit offers for sale, the date of the Management Board's decision on the public purchase offer or the public invitation to the Company's shareholders to submit offers for sale;
(3) in the case of acquisition by other means in accordance with Section 53a of the German Stock Corporation Act, the date of the decision by the Board of Management to acquire the shares.
If the purchase price is fixed or changed after publication of the purchase offer or the invitation to submit offers for sale, the reference date shall be the date of such fixing or change. The volume of the offer may be limited. If the total amount of shares for which shareholders accept a public purchase offer by the Company or for which shareholders submit an offer to sell exceeds the total amount of the Company's purchase offer, acceptance shall be in proportion to the total amount of the purchase offer to the total shares offered by the shareholders. In the case of a public invitation to submit offers for sale, acceptance on a quota basis shall only take place in the case of equivalent offers. Provision may be made for preferential acceptance of small lots of up to 100 shares of the Company offered for purchase per shareholder of the Company.
The treasury shares may also be acquired by means of an affiliated company of the Company or a third party acting for its account or for the account of the Company, provided that such third party complies with the aforementioned restrictions.
c) The Board of Management shall be authorized to use the acquired treasury shares in a manner other than by sale on the stock exchange or by offer to all shareholders, excluding shareholders' subscription rights, for all legally permissible purposes and in particular to
(1) with the consent of the Supervisory Board, excluding shareholders' subscription rights, in connection with (i) business combinations, (ii) the acquisition of companies, parts of companies or equity interests in companies (including the increase of existing equity interests in companies) or other assets in connection with an acquisition project, or (iii) the acquisition of other assets (including third-party claims against the Company or its affiliated companies) to third parties, or
(2) with the approval of the Supervisory Board, to sell the shares, excluding shareholders' subscription rights, in a way other than via the stock exchange or by means of an offer to all shareholders, if these shares are sold for cash at a price that is not significantly lower than the stock exchange price of shares of the Company with the same rights at the time of the sale. However, this authorisation shall only apply subject to the proviso that the shares sold with the exclusion of subscription rights in accordance with section 186 (3) sentence 4 of the AktG may not exceed a total of 10 % of the share capital, either at the time this authorisation becomes effective or at the time it is exercised. This limit of 10 % of the share capital shall include those shares that (i) are issued by exercising an authorization to issue new shares from authorized capital pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act (Aktiengesetz) during the term of this authorization while disapplying shareholders' preemptive rights and/or (ii) are or can be issued to service conversion and/or option rights or conversion obligations under convertible bonds, bonds with warrants or profit participation bonds or profit participation rights, provided that the aforementioned shares are issued or can be issued by exercising an authorization to issue new shares from authorized capital pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act (Aktiengesetz) during the term of this authorization while disapplying shareholders' preemptive rights. if the aforementioned bonds or profit participation rights are issued by the Company or one of its affiliated companies during the term of this authorization to acquire treasury shares in corresponding application of Section 186 (3) sentence 4 of the German Stock Corporation Act, excluding shareholders' subscription rights, or
(3) with the consent of the Supervisory Board, excluding shareholders' subscription rights, to service conversion and subscription rights under any future bonds with conversion or option rights issued by the Company or one of its affiliated companies, which the Annual General Meeting authorizes the Executive Board to issue, and to transfer the treasury shares to the holders of conversion and subscription rights under the conditions to be determined in the authorizing resolutions of the Annual General Meeting.
The treasury shares may also be transferred to a bank or another company meeting the requirements of Section 186 (5) sentence 1 of the German Stock Corporation Act (AktG) if the bank or company takes over the shares with the obligation to sell them on the stock exchange, to offer them to the shareholders for purchase or to use them to fulfil a purchase offer made to all shareholders or to carry out the aforementioned purposes. In order to carry out the aforementioned purposes, the Company may also acquire the treasury shares by way of a securities loan from a bank or another company meeting the requirements of Section 186 (5) sentence 1 of the German Stock Corporation Act; in this case, the Company must ensure that the shares are acquired to repay the securities loan in compliance with Section 71 (1) no. 8 sentences 3 and 4 of the German Stock Corporation Act.
d) The treasury shares may also be acquired for the purpose of retirement at the expense of the balance sheet profit or other revenue reserves. The redemption shall result in a capital reduction. Notwithstanding the foregoing, the Board of Management may determine that the share capital shall remain unchanged upon retirement and that instead the retirement shall increase the proportion of the share capital represented by the remaining shares in accordance with Section 8 (3) of the German Stock Corporation Act; in this case, the Board of Management shall be authorized to adjust the number of no-par value shares in the Articles of Association. The Board of Management is also authorized to carry out the redemption without a further resolution by the Annual General Meeting.
e) All of the above authorizations to acquire treasury shares and to resell or redeem such shares may also be exercised in part. They may be exercised once or several times until the maximum scope of the acquisition of treasury shares pursuant to lit. a) has been reached.
The report of the Executive Board on this agenda item is reproduced in Section III. Reports to the Annual General Meeting.
The Executive Board and the Supervisory Board propose that the following resolution be adopted:
In addition to the authorization to acquire own shares to be resolved under agenda item 8, the shares may also be acquired using derivatives in addition to the methods described therein.
a) The Board of Management is authorized, within the scope resolved under Agenda Item 8 and subject to the following conditions, to also acquire treasury shares: (i) in fulfillment of option rights that obligate the Company to acquire treasury shares upon exercise of the option ("put options"), (ii) in exercise of option rights that convey to the Company the right to acquire treasury shares upon exercise of the option ("call options"), (iii) as a result of purchase contracts, where there are more than two trading days between the conclusion of the purchase agreement for shares of the Company and the settlement by delivery of shares of the Company ("Forward Purchases"), or (iv) by using a combination of put options, call options and/or Forward Purchases (hereinafter together also referred to as "Derivatives").
b) All share purchases using derivatives are limited to a maximum of 5% of the share capital existing at the time of the resolution of the Annual General Meeting on this authorization (this corresponds to 4,362,500 shares at the time of the convening of this Annual General Meeting). The terms of the individual derivatives may not exceed 18 months. They must end no later than July 13, 2025 and must be chosen in such a way that the acquisition of treasury shares upon exercise of the derivatives cannot take place after July 13, 2025.
c) The purchase price to be paid for the shares upon exercise of the derivatives (exercise price) or the purchase price to be paid in fulfillment of forward purchases (in each case excluding incidental acquisition costs) may not exceed the average price of the Company's share prior to conclusion of the relevant derivative transaction by more than 10% or fall below it by more than 10%. The premium received or paid shall be taken into account unless it does not exceed 5 % of the exercise price. The average price is the non-volume-weighted average of the closing prices of the Company's shares in XETRA trading (or a comparable successor system) on the stock exchange in Frankfurt am Main on the last three trading days.
The purchase price paid by the Company for derivatives may not be materially higher, and the sale price received by the Company for derivatives may not be materially lower, than the theoretical market value of the respective derivatives determined in accordance with recognized financial mathematical methods, the determination of which must take into account, among other things, the agreed exercise price. The forward price agreed by the Company for forward purchases may not be significantly higher than the theoretical forward price determined in accordance with recognized financial mathematical methods, the determination of which must take into account, among other things, the current stock market price and the term of the forward purchase.
d) If treasury shares are acquired using derivatives in compliance with the above provisions, a right of shareholders to enter into such derivative transactions with the Company is excluded by analogous application of Section 186 (3) sentence 4 of the German Stock Corporation Act. Shareholders have a right to tender their shares only to the extent that the Company is obligated to purchase the shares from them under the derivative transactions. Any further right to tender shares is excluded.
e) The provisions set forth under Agenda Item 8 shall apply mutatis mutandis to the sale and cancellation of shares acquired using derivatives.
The report of the Executive Board on this agenda item is reproduced in section III. reports to the Annual General Meeting.
The requirements for the evidence to be provided for participation in the General Meeting and for the exercise of voting rights will be amended by the Act Implementing the Second Shareholders' Rights Directive of 12 December 2019 (ARUG II). In the case of bearer shares of listed companies, according to the amended Section 123 (4) sentence 1 of the Stock Corporation Act, in the future the proof of the ultimate intermediary pursuant to the newly inserted Section 67c (3) of the Stock Corporation Act shall be sufficient for the participation in the General Meeting or the exercise of the voting right. According to the previous § 15 (2) of the articles of association of CropEnergies AG, proof of entitlement to participate in the annual general meeting must be furnished by submitting a certificate of share ownership issued in text form and in German or English by the depositary bank. The proposed new version of the provision contained in Article 15 (2) of the Articles of Association takes account of the amendment to the law.
In addition, the possibility of participating in the Annual General Meeting is to be modernized and at the same time made easier. To this end, two new paragraphs 4 and 5 are to be added following paragraph 3 of the current version of § 15, which remains unchanged.
The statutory amendments to Section 123 (4) sentence 1 of the German Stock Corporation Act and the newly envisaged Section 67c of the German Stock Corporation Act will only apply from September 3, 2020 and for the first time to shareholders' meetings convened after September 3, 2020. In order to avoid a possible deviation in the provisions of the Articles of Association and the law regarding this proof for participation in the General Meeting of the Company or the exercise of voting rights as of this date, the amendment of the Articles of Association shall already be resolved now. The Board of Management shall ensure, through appropriate registration with the commercial register, that the amendments to the Articles of Association proposed for resolution under agenda item 10 only take effect as of September 3, 2020.
The Board of Management and the Supervisory Board propose that the following resolution be adopted:
Section 15 (2) of the Articles of Association is amended and reworded in its entirety as follows:
"(2) The submission of proof of share ownership in text form by the ultimate intermediary pursuant to section 67c (3) of the German Stock Corporation Act shall be sufficient proof of entitlement pursuant to paragraph 1. The proof shall refer to the beginning of the 21st day prior to the meeting."
Section 15 shall be supplemented by two new paragraphs 4 and 5 as follows:
"(4) The Executive Board is authorized to provide that shareholders may participate in the Annual General Meeting without being present at its location and without a proxy and may exercise all or some of their rights in whole or in part by means of electronic communication (online participation). The Executive Board is also authorized to make provisions regarding the scope and procedure of online participation. Any use of the procedure pursuant to sentence 1 as well as the provisions made in this regard pursuant to sentence 2 shall be announced in each case with the convening of the Annual General Meeting."
"(5) The Executive Board is authorized to provide that shareholders may cast their votes in writing or by way of electronic communication even without attending the Annual General Meeting (postal vote). The Executive Board is also authorized to make provisions regarding the procedure for postal voting. Any use of the procedure pursuant to sentence 1 as well as the provisions made in this regard pursuant to sentence 2 shall be announced in each case with the notice convening the Annual General Meeting."
The Executive Board is instructed not to file the amendments to the Articles of Association pursuant to agenda item 10 for entry in the commercial register until after September 3, 2020.
At the time this annual general meeting is convened, the share capital of the company amounts to € 87,250,000 and is divided into 87,250,000 no-par-value shares, each of which entitles the holder to one vote at the annual general meeting. Accordingly, the total number of shares and voting rights at the time the annual general meeting is convened is 87,250,000. The company does not hold any shares of its own at the time the annual general meeting is convened.
Requirements for participation in the Virtual General Meeting and the exercise of voting rights.
Only those shareholders are entitled to participate in the virtual general meeting and to exercise their voting rights who have registered by no later than 7 July 2020 (24:00 hours) at the address:
CropEnergies AG c/o Deutsche Bank AG Securities Production General Meetings Postfach 20 01 07 60605 Frankfurt am Main Germany
Fax: +49 (0) 69 12012-86045 E-mail: wp.hv@db-is.com
have registered with the Company and provided the Company with proof of share ownership through the custodian bank that they were shareholders of the Company at the beginning of the 21st day prior to the Annual General Meeting, i.e. on 23 June 2020, 0:00 hours (record date). Like the registration, the proof of shareholding must be received by the Company at the aforementioned address no later than July 7, 2020 (24:00 hours). Registration and proof of shareholding must be in German or English. Text form is sufficient for the proof.
After timely receipt of the registration and the proof of shareholding at the above-mentioned registration office of CropEnergies AG, the registration office will send the shareholders the admission confirmations for participation in the virtual annual general meeting, which are referred to as "registration confirmations". In order to ensure timely receipt of the registration confirmation for the virtual annual general meeting, we ask shareholders to request a registration confirmation for the virtual annual general meeting from their custodian bank as early as possible. In these cases, the required registration and the sending of the proof of the relevant shareholding will be carried out by the depositary bank. Confirmations of registration for the virtual Annual General Meeting are purely organisational tools.
The record date is the decisive date for the scope and exercise of participation and voting rights in the virtual Annual General Meeting. In relation to the Company, only those persons who have provided proof of share ownership as of the record date shall be deemed to be shareholders for the purpose of participating in the virtual General Meeting and exercising voting rights. Changes in the shareholding after the record date are of no significance in this respect. Shareholders who have acquired their shares after the record date can therefore neither participate in the virtual Annual General Meeting nor exercise their voting rights, unless they have themselves authorized or empowered to exercise their rights in this respect. Shareholders who have duly registered and provided proof are also entitled to participate in the virtual Annual General Meeting and to exercise their voting rights if they sell the shares after the record date. The record date has no effect on the saleability of the shares and is not a relevant date for any dividend entitlement.
Against the background of the current COVID-19 pandemic, the Executive Board has decided, with the consent of the Supervisory Board, that the Annual General Meeting on 14 July 2020 will be held as a virtual Annual General Meeting pursuant to Article 2 § 1 para. 2 in conjunction with. Para. 6 of the COVID-19 Act will be held as a virtual general meeting without the physical presence of the shareholders or their proxies .
Accordingly, the shareholders and their proxies cannot physically attend the AGM. Rather, they have the options set out in letters aa) to dd) to participate in the virtual AGM via the shareholder portal. The shareholder portal can be reached at
www.cropenergies.com (category: Investor Relations/Annual Shareholders' Meeting)
using the access code that you will receive with the registration confirmation for the virtual Annual General Meeting.
aa) Video and audio transmission on the Internet
Properly registered shareholders and their proxies can follow the entire Annual Shareholders' Meeting via video and audio transmission on the Internet. To do so, please use the "Livestream" function on the shareholder portal (see b) above).
From the beginning of the virtual Annual General Meeting, the report of the Executive Board will also be available to interested members of the public at
www.cropenergies.com (category: Investor Relations/Annual General Meeting
available.
bb) Exercise of voting rights
Properly registered shareholders and their proxies may only exercise their voting rights by electronic absentee voting or by granting power of attorney and issuing instructions to the Company's proxies. Further explanations on the exercise of voting rights, the procedure for casting votes and changes to the exercise of voting rights can be found under c), d) and e).
cc) Opportunity to ask questions
Properly registered shareholders and their proxies may submit questions until midnight on July 11, 2020. This is only possible via the shareholder portal (see b) above). To do so, please use the "Submit questions" function in the shareholder portal. No questions may be submitted during the Annual General Meeting.
Further explanations on the possibility to ask questions can be found in section "3. Shareholders' rights".
dd) Objection to resolutions of the Annual Shareholders' Meeting
Shareholders who have duly registered and their proxies who have exercised their voting rights in accordance with letter bb) may object to one or more resolutions of the Annual Shareholders' Meeting during the Annual Shareholders' Meeting, i.e. until the end of the Annual Shareholders' Meeting at the latest. This is only possible via the shareholder portal (see b) above). To do so, please use the "Objection" function in the shareholder portal.
Further explanations on the possibility to object can be found in section "3. Shareholders' rights".
ee) Note
The Company cannot guarantee that the transmission via the Internet will be technically undisturbed and will reach every properly registered shareholder or proxy. We therefore recommend that you make use of the above-mentioned participation options, in particular for exercising voting rights, in good time.
Shareholders with voting rights and their proxies may exercise their voting rights by electronic absentee voting. To do so, please use the function "vote by absentee ballot" in the shareholder portal (see letter b)). The possibility to exercise the voting right by postal vote exists until the beginning of the voting in the Annual General Meeting.
Properly registered shareholders may also have their voting rights exercised by proxies, e.g. an intermediary, a shareholders' association or another person of their choice. In this context, the following should be noted:
Even in the case of a proxy, timely registration and proof of share ownership are required. If the shareholder authorizes more than one person, the Company may reject one or more of them.
The granting of the power of attorney, its revocation and the proof of authorization vis-Ã -vis the Company must be in text form.
When authorizing intermediaries, shareholders' associations, proxy advisors or equivalent persons or institutions pursuant to Section 135 (8) of the German Stock Corporation Act (AktG), special features must generally be taken into account, which must be enquired about with the respective person to be authorized. We therefore ask shareholders who wish to authorize intermediaries, shareholders' associations, proxy advisors or equivalent persons or institutions pursuant to § 135 (8) of the German Stock Corporation Act to exercise their voting rights to consult with the proxy to be appointed regarding the form of the proxy.
Proof of the appointment of a proxy can be sent to the company at the address:
CropEnergies AG c/o Computershare Operations Center 80249 Munich Germany
Fax: +49 (0) 89 30903-74675
be sent to the company.
The form sent to shareholders after registration together with the confirmation of registration for the virtual annual general meeting can be used to grant a proxy.
Proxies, the revocation of proxies and proof of authorization can also be transmitted electronically via the Company's shareholder portal. The shareholder portal can be accessed by shareholders and their proxies at:
www.cropenergies.com (section: Investor Relations/Annual General Meeting).
There you will also find further information on how to use the shareholder portal. Proxies to third parties can be issued, evidenced, amended or revoked via the shareholder portal until the end of the meeting. For this purpose, please use the function "Proxy to third parties" in the shareholder portal (see letter b)).
Proxiescannot physically participate in the Annual General Meeting themselves either, but are limited to the participation options as described in the section "Conducting the Annual General Meeting as a virtual Annual General Meeting without the physical presence of shareholders and their proxies" (above under letter b)). They must cast their votes either by electronic absentee ballot or by proxy and instruction to the proxies of the Company (for more information, see the sections "Procedure for voting by electronic absentee ballot" above under letter c) and "Procedure for voting by proxies of the Company" below under letter e)).
The Company offers its shareholders and their proxies the opportunity to authorize proxies appointed by the Company who are bound by instructions. Shareholders who wish to grant power of attorney to the proxies appointed by the Company prior to the Annual General Meeting may also use the form sent to shareholders after registration together with the confirmation of registration for the Virtual Annual General Meeting. A power of attorney in favor of the proxies appointed by the Company requires that they be given explicit instructions on the subject matter of the resolution. The proxies are obliged to vote in accordance with the instructions given to them; they cannot exercise the voting rights at their own discretion.
The proxies appointed by the Company may not participate in voting on motions relating to the procedure at the Annual General Meeting, on countermotions or other motions within the meaning of Section 126 of the German Stock Corporation Act and on election proposals within the meaning of Section 127 of the German Stock Corporation Act. The proxies also do not accept any instructions to speak, to file objections against resolutions of the Annual General Meeting or to ask questions or propose motions.
The granting of power of attorney to proxies appointed by the Company, as well as its revocation and proof of authorization, must be submitted in text form. Shareholders will receive the necessary documents and information together with the confirmation of registration for the virtual Annual General Meeting.
Even after granting power of attorney to the proxies nominated by the Company, registered shareholders may participate in the Annual General Meeting virtually (see letter b)).
Please send proxies and instructions to company-nominated proxies by mail or fax to the following address no later than July 13, 2020 (6:00 p.m. receipt):
CropEnergies AG c/o Computershare Operations Center 80249 Munich Germany
Fax: +49 (0) 89 30903-74675
Powers of attorney and instructions to proxies can also be transmitted electronically via the company's shareholder portal. The shareholder portal can be accessed by shareholders at:
www.cropenergies.com (section: Investor Relations/Annual General Meeting).
There you will also find further information on how to use the shareholder portal. Proxies and instructions to proxies can also be issued, changed or revoked via the shareholder portal during the Annual General Meeting up to the start of voting. For this purpose, please use the function "Proxy with instructions to the proxies of the Company" in the shareholder portal during the Annual General Meeting (see letter b)).
Explanation of shareholders' rights under sections 122(2), 126(1), 127 of the Companies Act, Article 2 § 1(2) of the Act to Mitigate the Consequences of the COVID 19 Pandemic in Civil, Insolvency and Criminal Procedure Law of 27 March 2020.
Pursuant to Section 121 (3) No. 3 of the Stock Corporation Act, the rights of shareholders under Sections 122 (2), 126 (1), 127 of the Stock Corporation Act and Article 2 Section 1 (2) of the Act to Mitigate the Consequences of the COVID-19 Pandemic in Civil, Insolvency and Criminal Procedure Law of 27 March 2020 ("COVID-19 Act") are explained below. Pursuant to Section 1(2) of the COVID-19 Act, the AGM will be held as a virtual AGM without the physical presence of the shareholders as well as their proxies.
Shareholders whose combined shareholdings amount to at least 5% of the share capital (equivalent to €4,362,500 or 4,362,500 shares) or the pro rata amount of €500,000.00 of the share capital (equivalent to 500,000 shares) may request that items be placed on the agenda and published. Each new item must be accompanied by a statement of reasons or a draft resolution. The request for additions to the agenda must be addressed in writing to the executive board of CropEnergies AG and must be received by the company at least 30 days prior to the annual general meeting; the day of receipt and the day of the annual general meeting are not counted. The last possible date of receipt is therefore 13 June 2020, 24:00 hours. Requests for supplements received later will not be considered. Please send any requests for supplements to the following address:
CropEnergies AG Executive Board Maximilianstraße 10 68165 Mannheim Germany
The applicants must prove that they have held the shares for at least 90 days prior to the date of receipt of the request and that they will hold the shares until the executive board has decided on the request. Section 121 (7) of the German Stock Corporation Act shall apply mutatis mutandis to the calculation of the time limit. A corresponding confirmation of the depositary bank shall suffice for the proof.
Additions to the agenda that are to be announced, insofar as they have not already been announced with the convening of the Annual General Meeting, will be announced in the Federal Gazette without undue delay after receipt of the request and forwarded for publication to such media as can be expected to disseminate the information throughout the European Union. They will also be published at:
www.cropenergies.com (section: Investor Relations/Annual General Meeting)
published.
The provisions of the German Stock Corporation Act on which these shareholder rights are based are as follows:
Section 122 Convening at the request of a minority (excerpt).
(1) The shareholders' meeting shall be convened if shareholders whose shares together amount to one-twentieth of the share capital request such meeting in writing, stating the purpose and the reasons; such request shall be addressed to the management board. The articles of association may make the right to request the convening of the general meeting subject to a different form and to the holding of a lower proportion of the share capital. The applicants must prove that they have held the shares for at least 90 days prior to the date of receipt of the request and that they will hold the shares until the Management Board has decided on the request. Section 121 (7) shall apply mutatis mutandis.#
(2) In the same manner, shareholders whose shares together amount to one-twentieth of the share capital or the pro rata amount of EUR 500,000 may request that items be placed on the agenda and published. Each new item must be accompanied by a statement of reasons or a draft resolution. The request within the meaning of sentence 1 must be received by the company at least 24 days, in the case of listed companies at least 30 days, prior to the meeting; the day of receipt shall not be counted.
Section 121 General (excerpt)
(…)
(7) In the case of periods and dates calculated back from the meeting, the day of the meeting shall not be counted. A transfer from a Sunday, a Saturday or a public holiday to a preceding or following working day shall not be considered. Sections 187 to 193 of the German Civil Code shall not apply mutatis mutandis. In the case of non-listed companies, the articles of association may stipulate a different calculation of the deadline.
Explanations on the rights of shareholders pursuant to Sections 122 (2), 126 (1), 127 of the Stock Corporation Act and Article 2 § 1 (2) of the Act to Mitigate the Consequences of the COVID 19 Pandemic in Civil, Insolvency and Criminal Procedure Law of 27 March 2020
Pursuant to Section 121 (3) No. 3 of the German Stock Corporation Act, the following is an explanation of the rights of shareholders pursuant to Sections 122 (2), 126 (1), 127 of the German Stock Corporation Act and Article 2 Section 1 (2) of the Act to Mitigate the Consequences of the COVID-19 Pandemic in Civil, Insolvency and Criminal Proceedings Law of 27 March 2020 ("COVID-19 Act"). Pursuant to Section 1(2) of the COVID-19 Act, the AGM will be held as a virtual AGM without the physical presence of the shareholders as well as their proxies.
Shareholders of the Company may submit countermotions to proposals of the Executive Board and/or the Supervisory Board on specific items of the agenda as well as election proposals for the election of auditors or Supervisory Board members. Such motions (including reasons) and election proposals are to be sent exclusively to:
CropEnergies AG Investor Relations Maximilianstrasse 10 68165 Mannheim Germany
or by fax to +49 (0) 621 71 41 90-03 or by e-mail to ir@cropenergies.de.
to the Annual General Meeting.
Countermotions must be substantiated; this does not apply to election proposals.
Countermotions and election proposals from shareholders received at least 14 days prior to the day of the Annual General Meeting, i.e. no later than June 29, 2020 (24:00 hours) at the above address and in due form will be published without delay on the website
www.cropenergies.com (section: Investor Relations/Annual General Meeting)
will be made available. Any comments by the management will also be made available at the aforementioned address.
Regarding countermotions or election proposals on the table.
The Company may refrain from publishing a counter-motion and its grounds or an election proposal if one of the grounds for exclusion pursuant to § 126 (2) of the German Stock Corporation Act applies, for example because the election proposal or counter-motion would lead to a resolution of the Annual Shareholders' Meeting that is contrary to law or the Articles of Association. A nomination also does not have to be made available if the nomination does not contain the name, the profession exercised and the place of residence of the proposed person. The grounds for a counter-motion need not be made available if they exceed 5,000 characters in total.
Proposals for the election of Supervisory Board members also do not have to be made accessible if they are not accompanied by information on memberships of the proposed candidate on other statutory supervisory boards within the meaning of § 125 (1) sentence 5 of the German Stock Corporation Act.
Shareholders are requested to provide evidence of their shareholder status already at the time of sending the counter-motion or election proposal.
With the publication of counter-motions and/or election proposals in accordance with the aforementioned requirements, the Company fulfils its legal obligation pursuant to Sections 126 (1), 127 of the German Stock Corporation Act, as these provisions remain unaffected by the COVID 19 Act. It is pointed out, however, that a vote on countermotions or election proposals will not take place in the virtual Annual General Meeting, as these cannot be made in the virtual Annual General Meeting.
The provisions of the German Stock Corporation Act underlying these shareholder rights are as follows:
Section 125 Notices to Shareholders and to Members of the Supervisory Board (Excerpt) (1) At least 21 days prior to the meeting, the Management Board shall notify the credit institutions and the associations of shareholders that exercised voting rights for shareholders at the last Annual General Meeting or that requested the notification, of the convening of the Annual General Meeting. The day of the notification shall not be counted. If the agenda is to be amended pursuant to section 122 (2), the amended agenda shall be notified in the case of listed companies. The notification shall refer to the possibility of exercising voting rights by proxy, including by an association of shareholders. (…)
(2) The Executive Board shall give the same notice to shareholders who request it or who are registered as shareholders in the company's share register at the beginning of the 14th day before the meeting. The articles of association may limit the transmission to electronic communication.
(3) Each member of the supervisory board may request that the management board send him the same communications. (…)
(1) Motions of shareholders, including the name of the shareholder, the statement of grounds and any statement of the management, shall be made available to the entitled persons specified in § 125 (1) to (3) under the conditions set forth therein if the shareholder has sent a counter-motion against a proposal of the management board and the supervisory board on a specific item of the agenda, including the statement of grounds, to the address specified for this purpose in the notice convening the meeting at least 14 days prior to the meeting of the company. The day of receipt shall not be counted. In the case of listed companies, such access shall be made available on the company's website. Section 125 (3) shall apply mutatis mutandis.
(2) A countermotion and its grounds need not be made available,
The statement of grounds need not be made available if it exceeds 5,000 characters in total.
(3) If several shareholders submit countermotions on the same subject matter of the resolution, the management board may combine the countermotions and their statements of grounds.
Section 127 Election proposals by shareholders (excerpt Section 126 shall apply mutatis mutandis to a shareholder's proposal for the election of Supervisory Board members or auditors. The election proposal need not be substantiated. The management board need not make the election proposal available even if the proposal does not contain the information pursuant to § 124 (3) sentence 4 and § 125 (1) sentence 5.
Section 124 Publication of Requests for Additions; Proposals for Resolutions (excerpt) (...) (3) (...) The proposal for the election of supervisory board members or auditors shall state their names, occupation and place of residence. (…)
There are currently no countermotions or nominations.
Explanation of shareholders' rights under sections 122(2), 126(1), 127 of the Companies Act, Article 2 § 1(2) of the Act to Mitigate the Consequences of the COVID 19 Pandemic in Civil, Insolvency and Criminal Procedure Law of 27 March 2020.
Pursuant to Section 121 (3) No. 3 of the Stock Corporation Act, the rights of shareholders under Sections 122 (2), 126 (1), 127 of the Stock Corporation Act and Article 2 Section 1 (2) of the Act to Mitigate the Consequences of the COVID-19 Pandemic in Civil, Insolvency and Criminal Procedure Law of 27 March 2020 ("COVID-19 Act") are explained below. Pursuant to Section 1(2) of the COVID-19 Act, the AGM will be held as a virtual AGM without the physical presence of the shareholders as well as their proxies.
Pursuant to Art. 2 § 1 para. 2 sentence 1 no. 3 of the COVID-19 Act, shareholders and their proxies are granted the opportunity to ask questions electronically. The right to information within the meaning of Section 131 AktG does not exist. The Executive Board, with the consent of the Supervisory Board, has specified that questions from properly registered shareholders or their proxies must be submitted by electronic communication no later than two days prior to the Annual General Meeting, i.e. by midnight on July 11, 2020. Pursuant to Art. 2 § 1 para. 2 sentence 2 of the COVID 19 Act, the Executive Board shall decide at its own dutiful discretion which questions it shall answer and how.
The provisions of the COVID-19 Law underlying these shareholder rights are as follows:
Art. 2 § 1: Stock companies; Partnerships limited by shares; European companies (SE); Mutual insurance companies (excerpt) (...).
(2) The board of directors may decide that the meeting shall be held as a virtual general meeting without the physical presence of the shareholders or their proxies, provided that
The Executive Board shall decide at its own dutiful discretion which questions it answers and how; it may also stipulate that questions are to be submitted by electronic communication no later than two days before the meeting.
Explanation of shareholders' rights under sections 122(2), 126(1), 127 of the Companies Act, Article 2 § 1(2) of the Act to Mitigate the Consequences of the COVID 19 Pandemic in Civil, Insolvency and Criminal Procedure Law of 27 March 2020.
Pursuant to Section 121 (3) No. 3 of the Stock Corporation Act, the rights of shareholders under Sections 122 (2), 126 (1), 127 of the Stock Corporation Act and Article 2 Section 1 (2) of the Act to Mitigate the Consequences of the COVID-19 Pandemic in Civil, Insolvency and Criminal Procedure Law of 27 March 2020 ("COVID-19 Act") are explained below. Pursuant to Section 1(2) of the COVID-19 Act, the AGM will be held as a virtual AGM without the physical presence of the shareholders as well as their proxies.
The provisions of the COVID-19 Law underlying these shareholder rights are as follows:
Art. 2 § 1: Stock companies; Partnerships limited by shares; European companies (SE); Mutual insurance companies (excerpt) (...).
(2) The board of directors may decide that the meeting shall be held as a virtual general meeting without the physical presence of the shareholders or their proxies, provided that (...)
4. the shareholders who have exercised their voting rights in accordance with number 2 are given an opportunity to object to a resolution of the general meeting in derogation of section 245 number 1 of the Stock Corporation Act, waiving the requirement to appear at the general meeting.
| 13.05.2020 | Publication of annual report |
| 22.05.2020 | Convening of the virtual Annual General Meeting by public announcement in the Federal Gazette and via the European media bundle |
| 22.05.2020 | Publication of the documents for the annual general meeting on the CropEnergies homepage |
| 13.06.2020 | Deadline for requests for additions to the agenda (24:00 hours) |
| 22.06.2020 | (Latest date for) dispatch of notices to shareholders pursuant to § 125 of the German Stock Corporation Act (i.e. dispatch of the invitation to the annual general meeting) |
| 23.06.2020 | Record Date (record date for shareholdings; 0:00 a.m.) |
| 23.06.2020 | Activation of the shareholder portal* on the CropEnergies homepage incl. the functions electronic proxy/instruction to proxies, electronic proxy to third parties, electronic postal voting and recording of questions |
| 29.06.2020 | Last day for receiving countermotions for publication pursuant to § 126 of the German Stock Corporation Act (i.e. publication on the website) (24:00 hours).Note: However, there will be no voting on countermotions or election proposals at the virtual AGM, as these cannot be submitted (in person) at the virtual AGM. |
| 07.07.2020 | Registration period for shareholders ends (24:00 hrs) |
| 11.07.2020 | Deadline for submission of questions via shareholder portal by shareholders or proxies duly registered for the AGM (24:00 hrs) |
| 13.07.2020 | Last day for submitting proxies and instructions by mail or fax (received by 6:00 p.m.) |
| 14.07.2020 | Deadline for electronic postal vote or power of attorney/instructions to proxies of the Company via shareholder portal"at the Annual General Meeting until the start of voting |
| 14.07.2020 | Deadline for granting power of attorney to third parties via the shareholderportal "until the end of the Annual General Meeting (AGM)". |
| 14.07.2020 | Day of the virtual Annual General Meeting 2020 Start: 10:00 a.m.Public transmission of the AGM in picture and sound on the company's homepage: "Only from the opening of the AGM until the end of the speech by the Chairman of the Board of Management"Transmission of the entire AGM in audio and video via the shareholder portal, i.e. only for shareholders registered for the AGM or their proxies: "from the opening of the AGM until the end of the AGM". |
| 14.07.2020 | Possibility to object to resolutions of the AGM via shareholder portal (waiving the requirement to appear; only for shareholders and their proxies who have exercised their voting rights) |
| 15.07.2020 | Publication of the voting results on the CropEnergies website will take place no later than the day after the annual general meeting. |
| 15.07.2020 | Dividend announcement pursuant to § 49 (1) No. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz) in the Federal Gazette (Bundesanzeiger) and publication of the information on the dividend on the company's website |
| 17.07.2020 | Dividend payment |
* Access to the shareholder portal is only possible for shareholders and their proxies who have duly registered for the Annual General Meeting. Shareholders/proxies will receive the access code with the registration confirmation for the virtual Annual General Meeting.