Virtual Annual General Meeting 2022
The Virtual Annual General Meeting for the 2021/22 financial year was held on Tuesday, 12th of July, 2022, at 10:00 a.m. (CEST) in Mannheim, Germany.
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.
Based on Section 1 of the Act Concerning Measures Under the Law of Companies, Cooperative Societies, Associations, Foundations and Commonhold Property to Combat the Effects of the COVID-19 Pandemic Federal Code for Notaries dated 27 March 2020 as amended by the Act for the Establishment of a Special Fund "Development Aid 2021" and on the Temporary Suspension of the Insolvency Filing Obligation Due to Heavy Rainfall and Floods in July 2021 as well as to Amend Other Laws dated 10 September 2021 ("COVID 19 Act"), the ordinary Annual General Meeting shall be held, by resolution of the board with the agreement of the supervisory board, as a virtual general meeting without the shareholders or their representatives (other than the company's voting proxies) being physically present.
The shareholders and their representatives (other than the company's voting proxies) are not entitled to attend nor do they have any possibility of attending the place where the general meeting is being held.
Please also note the advice in Section IV below "Additional Information and Notes on the Annual General Meeting".
The entire Annual General Meeting will be broadcast live in audio and video on the online shareholder portal of CropEnergies AG for those shareholders properly registered or their representatives. The portal can be accessed via the company's website at
(caption: Investor Relations/Annual General Meeting)
For the purposes of the German Stock Corporation Act (Aktiengesetz), the location of the Annual General Meeting shall be the Congress Centre Rosengarten, Rosengartenplatz 2, 68161 Mannheim.
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 financial year 2021/22, the approved consolidated financial statements and management report (including notes to the disclosed information pursuant to section 315a (1) HGB) for the fiscal year 2021/22 and the report of the Supervisory Board
In its meeting on 16 May 2022, 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.
The Executive Board and the Supervisory Board propose that CropEnergies AG’s net profit for the 2021/22 financial year of € 42,829,582.30 be used as follows:
Distribution of a dividend of € 0.45 per share on 87,231,306 no-par value shares |
€ 39,245,084.55 |
Allocation to revenue reserves | € 3,000,000.00 |
Carried forward to new account (profit carried forward) | € 584,497.75 |
Net profit | € 42,829,582.30 |
In the current proposal for the appropriation of earnings, the total number of 87,250,000 shares is reduced by 38,701, being the number of the company's own shares. This means there are 87,211,299 dividend-bearing shares.
The number of dividend-bearing shares for the 2021/22 financial year may change by the date of the Annual General Meeting. In that case, an amended recommendation on the appropriation of retained earnings will be presented to the Annual General Meeting, which will reflect an unchanged dividend of € 0.45 per dividend-bearing share as well as amended earnings carried forward accordingly.
In accordance with section 58 (4) sentence 2 of the German Stock Corporation Act (“AktG”), the entitlement to payment of the dividend becomes due on the third business day following the Annual General Meeting, i.e. on 15 July 2022.
TOTAL NUMBER OF SHARES AND VOTING RIGHTS AT THE TIME THE MEETING WAS CALLED
At the time the meeting was called, the company’s share capital totalled € 87,250,000.00 consisting of 87,250,000 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 87,250,000. At the time the Annual General Meeting was called, the Company held none of its own shares, from which no rights accrue to the Company.
The Supervisory Board and the Executive Board propose that formal approval of the actions of the members of the Executive Board be given for the financial year 2021/22.
The Supervisory Board and the Executive Board propose that the actions of the members of the Supervisory Board be formally approved for the financial year 2021/22.
The term of office of all members of the Supervisory Board will end upon completion of the Annual General Meeting taking place on 12 July 2022. The Annual General Meeting therefore needs to appoint new members to the Supervisory Board.
Under article 8(1) of CropEnergies AG's articles of association, the Supervisory Board consists of six members. Under sections 96(1) and 101(1) AktG, the Supervisory Board shall be composed solely of Supervisory Board members representing the shareholders.
The Supervisory Board submits the following nominations on the basis of the requirements of the German Corporate Governance Code and taking into account the targets specified by the Supervisory Board for its composition (Supervisory Board Diversity Policy dated 5 April 2022). The Supervisory Board's nominations are based on the recommendations of the Supervisory Board's nominations committee. The General Meeting is not bound by the nominations.
The Supervisory Board proposes that the following persons, be elected to the Supervisory Board as shareholder representatives until the end of the Annual General Meeting that resolves on the discharge for the fourth financial year after the beginning of the term of office (not counting the financial year in which the term of office begins):
The Supervisory Board has satisfied itself that all the nominated candidates can invest the time which is expected for the office.
Further information on the proposed candidates can be found in their CVs in section III of this invitation, which can also be accessed via the company's website at:
(caption: Investor Relations/Annual General Meeting)
It is intended that the Annual General Meeting shall decide on the candidates put forward by way of an individual vote.
At the constitutional meeting of the Supervisory Board to be held immediately after the Annual General Meeting, it is intended that Dr Thomas Kirchberg will be proposed as Chairman of the Supervisory Board.
Based on the recommendation of the audit committee under Article 16(2) of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 (EU Audit Regulation), the Supervisory Board proposes to appoint PricewaterhouseCoopers GmbH WirtschaftsprĂĽfungsgesellschaft, Frankfurt am Main as the auditor and group auditor for the financial year 2022/23 and as auditor for a potential review of any financial information during the financial year 2022/23 and for the first quarter of the financial year 2023/24.
In its recommendation, the Audit Committee stated that it is free from undue influence by third parties and that no clause of the kind referred to in Article 16(6) of the EU Statutory Audit Regulation has been imposed on it.
The Company purpose should be updated and consequently revised in article 2(1) of the articles of association of CropEnergies AG.
The Executive Board and the Supervisory Board therefore propose that the following resolutions be adopted:
article 2(1) of the articles of association of CropEnergies AG be amended and revised as follows:
“ (I) The Company’s purpose is the acquisition, holding and management of shares in and the establishment of other enterprises directly or indirectly involved in the production and sale of ethanol (ethyl alcohol) and its derived products and other products produced from renewable raw materials, in particular agricultural and non-agricultural biomass, including the production and sale of incidental products such as energy from renewable sources. The Company may itself also be active in the areas described.”
The composition of the Executive Board should be updated and article 6(1) of the articles of association of CropEnergies AG consequently revised.
The Executive Board and the Supervisory Board therefore propose that the following resolutions be adopted:
That article 6(1) of the articles of association of CropEnergies AG be amended and revised as follows:
“ (I) The Executive Board shall consist of at least three persons. The Supervisory Board shall determine the number of members of the Executive Board. It may appoint the Chairman of the Executive Board and a deputy Chairman of the Executive Board.”
The remuneration of the Executive Board should be updated and article 12 of the articles of association of CropEnergies AG revised accordingly.
The Executive Board and the Supervisory Board therefore propose that the following resolutions be adopted:
That Article 12 of the articles of association of CropEnergies AG be amended and revised as follows:
“(I) In addition to reimbursement for their cash expenses and any VAT payable in connection with their Supervisory Board activities, all members of the Supervisory Board shall receive a fixed remuneration of € 30,000.00 payable at the end of the financial year and a variable remuneration of € 1,000.00 for each € 0.01 or part thereof of the dividend distributed on the no-par value share exceeding € 0.20. Tax-based special dividends are ignored for the purposes of calculating remuneration.”
(II) The Chairman shall receive double and his deputy one and a half times these allowances. Should a Presiding Committee be elected on the basis of the rules of procedure of the Supervisory Board, members of the Presiding Committee who are not members of the Supervisory Board in the capacity of Chairman or Deputy Chairman shall also receive one and a half times these remunerations.
(III) The amounts under paragraph 1 shall increase by 50% for membership of the Supervisory Board’s audit committee; for the Chairman of the Supervisory Board’s audit committee the rate shall increase by 75%. For membership of a different Supervisory Board committee the amounts under paragraph 1 shall increase by 25% per membership or 50% for committee chairs. This assumes that the particular committee has met during the financial year. This remuneration provision does not apply to membership of the Presiding Committee.
(IV) Changes to the Supervisory Board and/or its committees shall be reflected in remuneration pro rata to the length of office rounded up or down to complete months.”
Pursuant to Section 120a(4) sentence 1 AktG, the annual general meeting formally approves the remuneration report for the previous financial year compiled and audited under Section 162 of the Act. The remuneration report has been prepared by the Executive Board and Supervisory Board. The remuneration report has been audited by PricewaterhouseCoopers GmbH WirtschaftsprĂĽfungsgesellschaft, Frankfurt am Main pursuant to Section 162(3) AktG and the audit opinion prepared pursuant to Section 162(3) sentence 3 AktG.
The remuneration report for the 2021/22 financial year and the auditor’s opinion are included in the annex to section III. of this invitation and can be accessed under
(caption: Investor Relations/ Corporate Governance/Remuneration systems)
The Executive Board and Supervisory Board propose that the remuneration report for the financial year 2021/22 be formally approved.
The COVID-19 Act opens up the possibility of holding annual general meetings without the physical presence of shareholders or their proxies until 31 August 2022 (virtual annual general meeting). In view of the continuing COVID-19 pandemic, the Executive Board, with the consent of the Supervisory Board, has decided to make use of this option. The Annual General Meeting of the company to be held on 12 July 2022 will therefore be a virtual Annual General Meeting without the physical presence of shareholders or their proxies (with the exception of the proxies appointed by the company). Consequently, shareholders and their proxies (with the exception of the proxies appointed by the company) will not be able to physically attend the Annual General Meeting. Instead, you have the options set out below for participating in the virtual Annual General Meeting via the virtual Annual General Meeting room referred to as the “Shareholder Portal”.
You can access the shareholder portal at
(caption: Investor Relations/Annual General Meeting)
with the access data that you received with the registration confirmation for the virtual Annual General Meeting.
We ask shareholders and their proxies to pay special attention to the following information covering registering for the virtual Annual General Meeting, exercising voting rights as well as other shareholder rights. The times given in this invitation are in Central European Summer Time (CEST), which is the standard time in Germany. Based on Coordinated Universal Time (UTC), UTC is CEST minus two hours. Holding the Annual General Meeting as a virtual meeting will in particular lead to the following modifications to the running of the Annual General Meeting and the rights of shareholders:
a) Audio and video transmission on the internet
The introductory remarks by the chair of the meeting and the report by the Executive Board will be transmitted live on the internet on the day of the Annual General Meeting from 10:00 am (CEST) with no access restriction for interested members of the public at
(caption: Investor Relations/Annual General Meeting)
This part will also be available as a recording after the Annual General Meeting.
Shareholders eligible to participate and their proxies can follow the entire Annual General Meeting live on the internet via audio and video transmission. Please use the “Livestream” function in the shareholder portal (see no. 2 above).
The live broadcast of the Annual General Meeting does not enable attendance at the Annual General Meeting within the meaning of Section 118(1) sentence 2 AktG.
b) Exercise of voting rights
Only shareholders eligible to participate and their proxies may exercise their voting rights by electronic postal vote or by issuing a mandate and instructions to the company proxies. Further explanations regarding the exercise of voting rights, the procedure for casting votes and changes in the exercise of voting rights can be found under no. 3.
c) Right to ask questions
Shareholders eligible to participate and their proxies have a right to ask questions. These can be asked by means of electronic communication. Shareholders eligible to participate and their proxies may submit questions until midnight on 10 July 2022 (CEST). Please use the “Ask a question” function in the shareholder portal (see no. 2 above). You can find further explanations regarding the options for asking questions in no. 3.
d) Opposition to the resolutions of the Annual General Meeting
Shareholders eligible to participate and their proxies who have exercised their voting rights in accordance with b) may object to one or more resolutions of the Annual General Meeting during the Annual General Meeting, i.e. by no later than the end of the Annual General Meeting. This is only possible via the shareholder portal (see no. 2 above). Please use the “Objection” function.
e) Please note
The company cannot guarantee that transmission on the internet will run smoothly with no technical hitches and will reach every shareholder eligible to participate. We therefore recommend that you make early use of the options described above, particularly as far as exercising your voting rights.
The shareholder portal will be open to shareholders eligible to participate or their proxies from 21 June 2022, and will also be available to them on the day of the Annual General Meeting and for its full duration. Here, they can also exercise their voting rights by electronic postal vote on the day of the Annual General Meeting until voting starts and issue mandates and instructions to the company-appointed proxies. The person chairing the meeting will announce the start of voting at the Annual General Meeting. In addition, eligible shareholders or their proxies are able, where necessary, to object there to a resolution of the Annual General Meeting from the beginning of the meeting until it ends.
Conditions for participation in the virtual Annual General Meeting
Only those shareholders who have registered with the company on time and provided evidence of their eligibility will be entitled to participate in the virtual Annual General Meeting and to exercise their voting rights.
Registration must be received by the Company in text form and in German or English at the following address by no later than midnight on 5 July 2022 (CEST):
CropEnergies AG
c/o Computershare Operations Center
80249 Munich
Germany
Email: anmeldestelle@computershare.de
According to Article 15(2) of the Articles of Association of CropEnergies AG, shareholders also have to provide evidence of their entitlement to participate in the Annual General Meeting. As proof of entitlement under Article 15(2) of the Articles of Association of CropEnergies AG, presentation of proof of ownership of the shareholding in text form by the last intermediary pursuant to Section 67c(3) AktG shall be sufficient. Proof of shareholding must relate to the beginning of the twenty-first day prior to the Annual General Meeting, i.e. midnight on 21 June 2022, (CEST) (record date). As is the case for registration, proof of ownership of shares of the Company must also be received at the above address no later than midnight on 5 July 2022 (CEST). The registration and proof of share ownership must be submitted in either German or English.
To participate in the virtual Annual General Meeting and exercise voting rights, only those who have provided proof shall be deemed to be shareholders. The entitlement to participate in the Annual General Meeting and the scope of the voting right depend - in addition to the necessity to register - on the shareholding of the shareholder on the record date. The record date is not linked to any block on the sale of shares; in particular, they may be acquired and sold irrespective of the record date. Even where a complete or partial sale of the shareholding occurs after the record date, participation and the scope of the voting right shall depend solely on the shareholding on the record date. Sales of shares after the record date therefore have no effect on the entitlement to participate or on the scope of the voting right. The same applies to share acquisitions after the record date. Those who do not yet hold any shares on the record date and become shareholders only thereafter are entitled to participate and vote for the shares held by them only to the extent that they act as a proxy or are appointed to exercise such rights.
The record date has no significance for an entitlement to dividends.
Following timely receipt of registration and proof of share ownership at the said central registration office of CropEnergies AG, the registration office will send shareholders eligible to participate confirmation of registration for the virtual Annual General Meeting along with access data for the “shareholder portal”. Together with the confirmation of registration, forms for the authorisation of third parties and the proxies appointed by the company will also be sent. To guarantee timely receipt of the confirmation of registration, we ask our shareholders to ensure that registration and evidence be sent in good time, if necessary via their custodian institutions (last intermediaries).
Shareholders eligible to participate are entitled to vote.
We would like to point out that in relation to the company and for the purpose of participating in the Annual General Meeting and exercising voting rights, only those who have provided proof of their entitlement to participate in the Annual General Meeting and exercise their voting rights shall be deemed to be shareholders. If the correctness or authenticity of the proof is in doubt, the company is entitled to demand further appropriate evidence. After proper registration, you can exercise your voting rights.
Should voting rights be exercised on time in multiple different ways (letter, email, electronically via the shareholder portal or pursuant to Section 67c(1) and (2) sentence 3 AktG in conjunction with Article 2(1) and (3) and Article 9(4) of the Council Implementing Regulation (EU) 2018/1212 through a postal vote and, where relevant, instructions given, these shall be taken into account in the following order of precedence irrespective of when they arrived: 1. electronically via the shareholder portal 2. pursuant to Section 67c(1) and (2) sentence 3 AktG in conjunction with Article 2(1) and (3) and Article 9(4) of the Council Implementing Regulation (EU) 2018/1212, 3. by email and 4. by letter.
In the same way, should declarations be received with voting rights exercised in more than one form, the following shall apply: Postal votes take precedence over the giving of a proxy and, where relevant, instructions to the company proxy.
Should an intermediary, an association of shareholders, a company proxy pursuant to Section 134a AktG or a person of equivalent standing under Section 135(8) not be willing to act on a shareholder’s behalf, the company proxy shall be entitled to act on behalf of the same, according to the instructions.
The withdrawal within the time limit of the last declaration to be received shall be binding.
Votes cast by postal vote or proxy and, where relevant, instructions on Agenda Item 2 (Appropriation of retained earnings) shall remain valid where the proposed appropriation is adjusted as a result of a change in the number of dividend-bearing shares.
Should an individual vote be held on an agenda item instead of a collective vote, the postal vote or instruction given for that agenda item shall apply for each point of the individual vote.
Shareholders and their proxies may exercise their voting rights by electronic postal vote. Timely registration by the shareholder for the Annual General Meeting and proper evidence of the shareholding according to the above provisions are also required (see a)).
The shareholder portal will be available to shareholders eligible to participate or their proxies to submit electronic postal votes or to revoke or change them from 21 June 2022 (see no. 2 and no. 3a)). Please use the “Vote by postal vote” function.
Voting by electronic postal vote, including revocation or a change in a vote via the shareholder postal, is possible until voting begins.
Properly registered shareholders can also cast their votes at the Annual General Meeting by proxy, e.g. an intermediary, a shareholders’ association, or other person of their choice. The following should be noted:
Timely registration and proper evidence of share ownership are also required if shareholders choose a proxy. If shareholders assign more than one person to act as their proxy, the company is entitled to reject one or more of these.
The appointment or cancellation of a proxy and evidence of the appointment must be provided to the company in text form unless an appointment is made pursuant to Section 135 AktG, or alternatively the shareholder portal can be used. Proxies may also only exercise voting rights by electronic postal vote or by issuing a (substitute) mandate, in particular to the company-appointed proxies.
The form sent to shareholders together with the registration confirmation for the virtual Annual General Meeting after registration can be used to appoint a proxy.
Proof of appointment of a proxy can be submitted to the company at the following address:
CropEnergies AG
c/o Computershare Operations Center
80249 Munich
Germany
Email: anmeldestelle@computershare.de
by midnight (CEST) on 11 July 2022. Compliance shall be judged based on time of receipt by the company.
Alternatively, a mandate can also be given, altered or revoked electronically via the shareholder portal (see no. 2 and no. 3. a)) up until the end of the Annual General Meeting. This simultaneously provides evidence of the mandate having been granted. Please use the “Mandate to third parties” function in the shareholder portal.
When authorising intermediaries, shareholders' associations, voting consultants or persons or institutions treated as such pursuant to Section 135(8) AktG, special considerations must generally be taken into account, which should be requested from the particular proxy. We therefore ask shareholders who wish to appoint intermediaries, shareholders' associations, voting consultants or persons or institutions treated as such pursuant to Section 135(8) AktG to vote on their behalf, to please coordinate with such party regarding the proper form of proxy.
Shareholders and their proxies can also assign power of attorney to a proxy designated by the company who will vote on their behalf in accordance with their voting instructions. Shareholders who wish to grant a mandate to proxies appointed by the company ahead of the Annual General Meeting can also do so following registration using the form sent to shareholders with the registration confirmation for the virtual Annual General Meeting. Alternatively, mandates can be granted or revoked via the shareholder portal on the website of the company.
Prompt registration for the Annual General Meeting and proper proof of the shareholding according to the above provisions are also required if proxies appointed by the company are to be granted a mandate (see no. 3. a) above).
Proxies appointed by the company shall only exercise the voting right on the basis of explicit and unambiguous instructions. Therefore, shareholders must give explicit and unambiguous instructions on the agenda items on which they wish to exercise their voting rights. The proxies appointed by the company are obliged to vote according to these instructions. In the absence of explicit and unambiguous instructions, proxies appointed by the company shall abstain from voting on the particular voting item. The proxies appointed by the company do not accept any verbal communications, file objections to Annual General Meeting resolutions, ask questions or table motions on behalf of shareholders. They are only available for voting on proposed resolutions of the Executive Board, the Supervisory Board or shareholders published under this convening notice or subsequently pursuant to Section 124(1) or (3) AktG.
Mandates, including instructions to the company proxies, can be assigned or revoked electronically via the shareholder portal (see no. 2 and no. 3. a)) up until voting begins. This simultaneously provides evidence of the mandate having been granted. Please use the “Mandate and instructions to company proxies” function in the shareholder portal.
Alternatively, a mandate including instructions to the company proxies may be issued in text form and proof of such authorisation submitted to the company by midnight (CEST) on 11 July 2022 to the following address:
CropEnergies AG
c/o Computershare Operations Center
80249 Munich
Germany
Email: anmeldestelle@computershare.de
Time of receipt by the company is decisive. Please note that in the event of an additional proxy via the shareholder portal, the assignment of proxies and instructions submitted to the Company in text form will become invalid.
There are currently no countermotions or nominations.
There are currently no supplementary requests.
| 18.05.2022 | Publication of annual report |
| 27.05.2022 | Convening of the virtual Annual General Meeting by public announcement in the Federal Gazette and via the European media bundle |
| 27.05.2022 | Publication of the documents for the annual general meeting on the CropEnergies homepage |
| 11.06.2022 | Deadline for requests for additions to the agenda (12:00 a.m. (CEST)) |
| 21.06.2022 | Record Date (record date for shareholdings; 00:00 a.m. (CEST)) |
| 21.06.2022 | Activation of the shareholder portal* on the CropEnergies homepage incl. the functions electronic proxy/instruction to proxies, electronic proxy to third parties, electronic postal vote and taking of questions |
| 27.06.2022 | Last day for the receipt of countermotions for publication pursuant to § 126 of the German Stock Corporation Act (i.e. publication on the website) (12:00 a.m. (CEST)). 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. |
| 05.07.2022 | Registration period for shareholders ends (12:00 a.m. (CEST)) |
| 07.07.2022 | Publication speech of the Executive Board on the CropEnergies homepage |
| 10.07.2022 | Deadline for submission of questions via shareholder portal by shareholders or proxies duly registered for the AGM (12:00 a.m. (CEST)) |
| 11.07.2022 | Last day for submission of proxies and instructions by mail or fax (received by 12:00 a.m. (CEST)) |
| 12.07.2022 | 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 beginning of the vote |
| 12.07.2022 | Deadline for granting power of attorney to third parties via the shareholderportal "until the end of the Annual General Meeting (AGM)". |
| 12.07.2022 | Day of the virtual Annual General Meeting 2022 Start: 10:00 a.m. (CEST) 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". |
| 12.07.2022 | 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) |
| 13.07.2022 | Publication of the voting results on the CropEnergies website will take place no later than the day after the annual general meeting. |
| 13.07.2022 | Dividend announcement pursuant to § 49 (1) No. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz) in the Federal Gazette and publication of the information on the dividend on the company's website |
| 15.07.2022 | 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.