Skip to main content

The engine company. DEUTZ®

Invitation to the Ordinary General Meeting of DEUTZ AG, Cologne

We herewith extend an invitation to our Company's Shareholders to attend the Ordinary General Meeting.

The General Meeting will be held on Thursday, 6 May 2010 at 10.00am in the Congress-Centrum Ost at Koelnmesse exhibition centre (main entrance on the eastern side), Deutz-Mülheimer Strasse, Cologne-Deutz, Germany.

ISIN: DE 000 630500 6
WKN: 630 500

I. Agenda

1. Presentation of the adopted annual financial statements for the year ended 31 December 2009 and the management report for DEUTZ AG, the approved consolidated financial statements for the year ended 31 December 2009 and the group management report, the report of the Supervisory Board for the 2009 financial year, and the explanatory report of the Board of Management concerning the disclosures pursuant to section 289 (4) and section 315 (4) German Commercial Code (HGB)

On 12 March 2010, the annual financial statements and the consolidated financial statements prepared by the Board of Management were approved by the Supervisory Board in accordance with sections 172 and 173 German Stock Corporation Act (AktG) and the annual financial statements were thereby formally adopted. Formal adoption by the Annual General Meeting is therefore not required, i.e. AktG does not require the adoption of a resolution in this regard, but the annual financial statements and management report, consolidated financial statements and group management report, report of the Supervisory Board and the report of the Board of Management must be made available to the Annual General Meeting.

2. Formal approval of the actions of the Board of Management for 2009

The Board of Management and Supervisory Board propose the formal approval of the actions of the members of the Board of Management for 2009.

3. Formal approval of the actions of the Supervisory Board for 2009

The Board of Management and Supervisory Board propose the formal approval of the actions of the members of the Supervisory Board for 2009.

4. Appointment of auditors for 2010

On the recommendation of its Audit Committee, the Supervisory Board proposes that Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, be appointed as auditors of the separate and consolidated annual financial statements for 2010. This appointment includes the auditors' review of the condensed financial statements and the interim management report for the period to 30 June 2010 pursuant to section 37w (5) sentence 1 German Securities Trading Act (WpHG).

5. Elections to the Supervisory Board

Dr. Giuseppe Vita stepped down from the Supervisory Board of DEUTZ AG with effect from 31 July 2009. At the request of the Board of Management, and as recommended by the Nominations Committee of the Supervisory Board, the local court in Cologne appointed Dr Michael Lichtenauer to succeed Dr Vita as a member of the Supervisory Board with effect from 10 August 2009 until the 2010 Annual General Meeting.

The Supervisory Board proposes, on recommendation of its Nominations Committee, that Dr Michael Lichtenauer, attorney in Hamburg and resident in Hamburg, be elected as a shareholders' representative on the Supervisory Board for the remaining term of office of the other members of the Supervisory Board, i.e. until the end of the Annual General Meeting that formally approves the actions of the Supervisory Board for 2012.

Pursuant to section 96 (1) and section 101 (1) AktG in conjunction with section 6 (1) and section 7 (1) sentence 1 no. 1 German Codetermination Act (MitbestG), the Supervisory Board consists of 12 members, with 6 shareholder representatives and 6 employee representatives. The Annual General Meeting is not bound by the proposed nominations for election.

Dr Lichtenauer is a member of the statutory supervisory boards of the following companies:

  • Verwaltungsgesellschaft Otto mbH, Hamburg
  • Schwartauer Werke GmbH & Co. KGaA, Bad Schwartau.

He is also a member of the following comparable supervisory bodies:

  • Advisory Board of MPC Münchmeyer Petersen & Co. GmbH, Hamburg
  • Supervisory Board of ELAFLEX-Hiby Tanktechnik GmbH & Co., Hamburg (chairman).

6. Resolution to grant consent for the signing of the control and profit-and-loss transfer agreement with Deutz Abgastechnik GmbH, Cologne, (formerly: gatus 250. GmbH, Berlin) dated 16 December 2009

The Board of Management and Supervisory Board propose that consent be granted for the signing of the control and profit-and-loss transfer agreement between DEUTZ AG, Cologne, and Deutz Abgastechnik GmbH, Cologne, (formerly: gatus 250. GmbH, Berlin) dated 16 December 2009.

The wording of the agreement is as follows

§ 1 Management

gatus 250. GmbH shall report to the management of DEUTZ AG. DEUTZ AG shall be entitled to issue instructions of a general or specific nature to the senior management of gatus 250. GmbH. gatus 250. GmbH undertakes to comply with the instructions issued by DEUTZ AG

§ 2 Profit transfer

(1) gatus 250. GmbH undertakes to transfer to DEUTZ AG its entire profit as defined by section 275 (2) no. 20 and section 275 (3) no. 19 HGB and in accordance with clause 2(2) of this agreement such that no operating profit is reported by gatus 250. GmbH subject to the provision agreed in the following subclause 2.

(2) gatus 250. GmbH may only add some of its net profits to free reserves with the consent of DEUTZ AG. DEUTZ AG undertakes to grant such consent if such a transfer to reserves is permitted under HGB and is deemed to be necessary in accordance with reasonable business practice. During the term of this agreement, any recognised free reserves must be reversed and used to offset any loss or be transferred as profit if so demanded by DEUTZ AG and if this is deemed to be justified in accordance with reasonable business practice. The same shall also apply to any profit carried forward.

§ 3 Determination of profit

(1) Profit or loss generated by gatus 250. GmbH shall be determined in accordance with HGB requirements.

(2) The provisions set out in section 300 no. 1 AktG must also be observed; the amount of the transfer may not exceed the amount determined by section 301 AktG.

(3) DEUTZ AG shall be entitled to issue instructions to the senior management of gatus 250. GmbH with regard to the preparation of financial statements.

§ 4 Transfer of losses (section 302 AktG)

The provisions specified by section 302 AktG shall apply for the transfer of losses.

§ 5 Due date for payments

Payments in respect of the transfer of profit shall become due with the formal adoption of the annual financial statements; payments to offset losses shall become due at the end of the financial year for which the losses are adopted. The payments are subject to the addition of interest at 5 per cent per annum from the due date.

§ 6 Right to receive information

DEUTZ AG shall be authorised at all times to inspect the books and other business documents of gatus 250. GmbH. The senior management of gatus 250. GmbH must at all times provide DEUTZ AG with any information requested by DEUTZ AG regarding the affairs of gatus 250. GmbH.

§ 7 Start date, term and end date of the agreement

(1) The obligation to transfer profits or offset losses shall apply for the first time to the profit or loss for the financial year of gatus 250. GmbH in which this agreement comes into effect.

(2) This agreement shall be signed for an indefinite period and cannot be terminated before the end of five years. Thereafter, it can be terminated at the end of any financial year of gatus 250. GmbH provided that six months' notice has been given. The agreement must be terminated in writing. The relevant date in establishing compliance with the specified notice period shall be the date that the termination letter is received by the other company.

The following documents will be available for inspection at the offices of DEUTZ AG, Ottostrasse 1, 51149 Cologne (Porz-Eil) and Deutz Abgastechnik GmbH, also at Ottostrasse 1, 51149 Cologne (Porz-Eil), and can also be accessed on the DEUTZ AG website at www.Investors-AnnualGeneralMeeting-2010.deutz.com from the date on which the Annual General Meeting is convened:

  • The control and profit-and-loss transfer agreement between DEUTZ AG and Deutz Abgastechnik GmbH (formerly: gatus 250. GmbH) dated 16 December 2009;
  • The annual financial statements and management reports of DEUTZ AG for 2007, 2008 and 2009;
  • The annual financial statements of Deutz Abgastechnik GmbH (formerly: gatus 250. GmbH) for 2007, 2008 and 2009 (as a small corporation Deutz Abgastechnik GmbH was not obliged to draw up management reports in these years); and
  • The joint report by the Board of Management of DEUTZ AG and the senior management of Deutz Abgastechnik GmbH (formerly: gatus 250. GmbH) on the control and profit-and-loss transfer agreement.

II. Requirements for attendance at annual general meetings and the exercise of voting rights

1. Total number of shares and voting rights

The issued capital of the Company amounting to €308,978,241.98 was divided into 120,861,783 no-par-value bearer shares on the date this Annual General Meeting was convened. Each share confers one vote. All the shares are of the same type. On the date this Annual General Meeting was convened the Company held no treasury shares.

2. Requirements for attendance at annual general meetings and the exercise of voting rights

Only those shareholders who have, prior to the Annual General Meeting, registered with the Company and provided proof of entitlement to attend the Annual General Meeting and exercise their voting rights will be entitled to attend the Annual General Meeting and exercise their voting rights.

The proof of entitlement to attend the Annual General Meeting and exercise a voting right must relate to such status as at 15 April 2010, 00.00 hours (the proof of entitlement reference date). A specific proof of shareholding issued by the custodian in writing or by electronic mail (§ 126b BGB) will suffice as proof of entitlement.

Registration together with proof of entitlement in either German or English must reach the following registration office no later than 24.00 hours on 29 April 2010.

Registration office:

DEUTZ AG
c/o Deutsche Bank AG
General Meetings
Postfach 20 01 07
60605 Frankfurt am Main, Germany
Fax: +49 (0) 69 12 01 28 60 45
Email: WP.HV@Xchanging.com

Admission cards for attendance at the Annual General Meeting will be sent to shareholders once the Company has seen proof of their shareholdings. We would ask shareholders to request an admission card from their custodian as early as possible so that they receive their admission cards in good time. In this case, the custodian will carry out the necessary registration and send the required proof of shareholding.

3. Importance of the proof of entitlement reference date

The proof of entitlement reference date is the critical date regarding the number of persons with the right to attend and exercise voting rights at the Annual General Meeting. Only those who have provided proof of shareholding as at the reference date qualify as shareholders of the Company who can participate in the Annual General Meeting and exercise a voting right. Changes in shareholdings after the proof of entitlement reference date are disregarded for this purpose. Regardless of possible proxies in the internal relationship between seller and acquirer, shareholders who have only acquired their shares after the reference date may not therefore attend the Annual General Meeting. Shareholders who have duly registered and provided the relevant proof are entitled to attend the Annual General Meeting and exercise their voting rights even if they have sold the shares after the proof of entitlement reference date. This has no effect on the marketability of shares and the date is of no relevance as far as any entitlement to dividends is concerned.

4. Procedure for voting by proxy

Shareholders who do not wish to attend the Annual General Meeting in person may elect to have their voting rights exercised by a proxy e.g. by a bank, shareholder association or by the voting proxy nominated by DEUTZ AG. In this case too, registration and submission of the proof of entitlement to attend the Annual General Meeting and exercise a voting right is also required as specified in no. 2.If a shareholder appoints more than one proxy, the Company is entitled to reject one or more of these proxies.

The issue or cancellation of proxies, together with the proof of authority, must be submitted to the Company in writing or by electronic mail (§ 126b BGB). The proxy form produced by the Company may be used for the issue of a proxy. This form will be sent to shareholders together with admission cards.

Special requirements may apply to the appointment of the following as proxies: banks, shareholder associations or equivalent persons or entities in accordance with section 135 (8) AktG who undertake to act in a business arrangement as proxies for shareholders and exercise their voting rights at the Annual General Meeting; in such cases, shareholders are requested to consult the entity to be appointed as proxy in good time in order to ensure that the entity's requirements as regards the form of proxy are satisfied.

An authorised proxy may provide proof of the issue of a proxy simply by presenting the proxy authorisation on the day of the Annual General Meeting to the persons checking attendance cards at the entrance to the meeting. Proof of the issue of a proxy may also be sent by postal mail, fax or email (hereinafter referred to as "communication channels") to the following address:

DEUTZ AG
Investor Relations
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
Fax: +49 (0) 221 82 21 52 49 1
Email: Vollmacht.HV_2010@deutz.com

The aforementioned communication channels may also be used if the proxy is to be issued by declaration to the Company; in this case, separate proof of the issue of the proxy is not required.

The cancellation of a proxy already issued may also be submitted directly to the Company using the aforementioned communication channels.

DEUTZ AG also offers shareholders who are unable to attend the Annual General Meeting in person the option of being represented at the Annual General Meeting by employees of the Company who will then act in accordance with the instructions of the shareholder concerned. If a shareholder appoints as a proxy one of the proxies nominated by the Company for this purpose, the shareholder must issue instructions to the proxy for the exercise of his/her voting rights. The proxy is invalid without these instructions. The persons nominated by the Company to act as proxies on behalf of shareholders are under an obligation to vote in accordance with the instructions from the shareholders concerned.

The proxy form sent to shareholders with the attendance card may also be used to authorise a proxy nominated by the Company and to issue instructions to this proxy. Proxy authorisations with instructions must be submitted in writing or by electronic mail (§ 126b BGB). Proxy authorisations with instructions must be received by midnight on 4 May 2010 by postal mail, fax or email at the following address:

DEUTZ AG
c/o Computershare HV-Services AG
Prannerstrasse 8
803333 Munich, Germany
Fax: +49 (0) 89 30 90 37 46 75
Email: Vollmacht.HV_2010@deutz.com

Further details on attending the Annual General Meeting and on issuing proxy authorisations and instructions will be sent to shareholders together with the attendance card.

5. Agenda item requests, nominations for election, requests for information

5.1 Requests for additions to the agenda submitted by a minority pursuant to section 122 (2) AktG

Shareholders whose shareholdings together account for one twentieth or more of the issued capital or a proportion equivalent to €500,000 of the issued capital or more may request that items be added to the agenda and be duly published. Each new item must be accompanied by the reasons for the item or a proposed resolution. The request must be submitted in writing (§ 126 BGB) to the Board of Management of DEUTZ AG.

The persons submitting the request must prove that they will have been the holders of shares for at least three months on the day of the Annual General Meeting and that they have continued to hold the shares until a decision on the request.

Requests for additions to the agenda must be received by the Company by midnight on 5 April 2010. Please send any such requests to the following address:

DEUTZ AG
Investor Relations
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
Fax: +49 (0) 221 82 21 52 49 1
Email: stock.r@deutz.com

Unless they have already been published with the notice of the Annual General Meeting, any new additions to the agenda will be published on receipt of the request without delay in the electronic German Federal Gazette and in media that can be assumed to distribute the information throughout the whole of the European Union. They will also be published on the DEUTZ AG website at www.Investors-AnnualGeneralMeeting-2010.deutz.com and notified to shareholders.

5.2 Counterproposals and nominations for election from shareholders in accordance with section 126 (1) and section 127 AktG

Any shareholder is entitled to submit counterproposals to items on the agenda or nominations for elections.

Counterproposals to any proposal by the Board of Management and/or the Supervisory Board for any particular item on the agenda must be submitted together with the reasons for the counterproposal to the following address by midnight on 21 April 2010:

DEUTZ AG
Investor Relations
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
Fax: +49 (0) 221 82 21 52 49 1
Email: stock.r@deutz.com

Counterproposals to items on the agenda will be made available by the Company on the website of DEUTZ AG at www.Investors-AnnualGeneralMeeting-2010.deutz.com together with the name of the shareholder concerned, the reasons for the counterproposal and any comment by the management of the Company.

The Company may decline to make a counterproposal and the reasons for the counterproposal available on its website if one of the criteria for exclusion as specified by section 126 (2) AktG is deemed to be met, e.g. because the counterproposal would lead to a decision by the Annual General Meeting that would be in contravention of the law or the Statutes. The reasons for a counterproposal do not need to be made available if the text amounts to more than 5,000 characters in total.

The aforementioned rules apply mutatis mutandis to any proposal by a shareholder concerning the election of members of the Supervisory Board or the appointment of auditors, although nominations for election do not require a justification. The Board of Management does not have to make a nomination for election available if the nomination does not include the name, profession and place of residence of the person proposed for election to the Supervisory Board or proposed as the auditor and, in the case of nominations for election to the Supervisory Board, the nomination does not also include details of the nominee's membership of other statutory supervisory bodies.

Shareholders are requested to include proof of their status as a shareholder when they send in their counterproposal or nomination for election.

5.3 Shareholders' right to information pursuant to section 131 (1) AktG

At the request of any shareholder at the Annual General Meeting, the Board of Management must provide information on the affairs of the Company including the legal and business relationships with affiliated companies as well as on the position of the Group and the entities included in the consolidated financial statements insofar as this is required for a proper assessment of the subject matter on the agenda.

6. Publication of information on the website

The following information is accessible on the Company's website at www.Investors-AnnualGeneralMeeting-2010.deutz.com in accordance with section 124a AktG:

  • This notice of the Annual General Meeting;
  • Explanation as to why there is no voting on the subject matter under agenda item 1;
  • The documents to be made available to the Annual General Meeting;
  • The total number of shares and voting rights on the date of the notice of the Annual General Meeting;
  • Any requests from shareholders for additions to the agenda pursuant to section 122 (2) AktG received by the Company after the notice of the Annual General Meeting was issued;
  • Additional information such as counterproposals and nominations for election received from shareholders may also be made available on the aforementioned Company website.

7. Information to be made available

In addition to the documents specified in agenda item 6, the annual financial statements and management report, consolidated financial statements and group management report, report by the Supervisory Board and explanatory report by the Board of Management relating to the disclosures in accordance with section 289 (4) and section 315 (4) HGB are available for inspection at the offices of DEUTZ AG, Ottostrasse 1, 51149 Cologne (Porz-Eil), from the date the Annual General Meeting is convened.

Cologne, March 2010
DEUTZ AG
The Board of Management

II. Requirements for attendance at annual general meetings and the exercise of voting rights

1. Total number of shares and voting rights

The issued capital of the Company amounting to €308,978,241.98 was divided into 120,861,783 no-par-value bearer shares on the date this Annual General Meeting was convened. Each share confers one vote. All the shares are of the same type. On the date this Annual General Meeting was convened the Company held no treasury shares.

2. Requirements for attendance at annual general meetings and the exercise of voting rights

Only those shareholders who have, prior to the Annual General Meeting, registered with the Company and provided proof of entitlement to attend the Annual General Meeting and exercise their voting rights will be entitled to attend the Annual General Meeting and exercise their voting rights.

The proof of entitlement to attend the Annual General Meeting and exercise a voting right must relate to such status as at 15 April 2010, 00.00 hours (the proof of entitlement reference date). A specific proof of shareholding issued by the custodian in writing or by electronic mail (§ 126b BGB) will suffice as proof of entitlement.

Registration together with proof of entitlement in either German or English must reach the following registration office no later than 24.00 hours on 29 April 2010.

Registration office:

DEUTZ AG
c/o Deutsche Bank AG
General Meetings
Postfach 20 01 07
60605 Frankfurt am Main, Germany
Fax: +49 (0) 69 12 01 28 60 45
Email: WP.HV@Xchanging.com

Admission cards for attendance at the Annual General Meeting will be sent to shareholders once the Company has seen proof of their shareholdings. We would ask shareholders to request an admission card from their custodian as early as possible so that they receive their admission cards in good time. In this case, the custodian will carry out the necessary registration and send the required proof of shareholding.

3. Importance of the proof of entitlement reference date

The proof of entitlement reference date is the critical date regarding the number of persons with the right to attend and exercise voting rights at the Annual General Meeting. Only those who have provided proof of shareholding as at the reference date qualify as shareholders of the Company who can participate in the Annual General Meeting and exercise a voting right. Changes in shareholdings after the proof of entitlement reference date are disregarded for this purpose. Regardless of possible proxies in the internal relationship between seller and acquirer, shareholders who have only acquired their shares after the reference date may not therefore attend the Annual General Meeting. Shareholders who have duly registered and provided the relevant proof are entitled to attend the Annual General Meeting and exercise their voting rights even if they have sold the shares after the proof of entitlement reference date. This has no effect on the marketability of shares and the date is of no relevance as far as any entitlement to dividends is concerned.

4. Procedure for voting by proxy

Shareholders who do not wish to attend the Annual General Meeting in person may elect to have their voting rights exercised by a proxy e.g. by a bank, shareholder association or by the voting proxy nominated by DEUTZ AG. In this case too, registration and submission of the proof of entitlement to attend the Annual General Meeting and exercise a voting right is also required as specified in no. 2.If a shareholder appoints more than one proxy, the Company is entitled to reject one or more of these proxies.

The issue or cancellation of proxies, together with the proof of authority, must be submitted to the Company in writing or by electronic mail (§ 126b BGB). The proxy form produced by the Company may be used for the issue of a proxy. This form will be sent to shareholders together with admission cards.

Special requirements may apply to the appointment of the following as proxies: banks, shareholder associations or equivalent persons or entities in accordance with section 135 (8) AktG who undertake to act in a business arrangement as proxies for shareholders and exercise their voting rights at the Annual General Meeting; in such cases, shareholders are requested to consult the entity to be appointed as proxy in good time in order to ensure that the entity's requirements as regards the form of proxy are satisfied.

An authorised proxy may provide proof of the issue of a proxy simply by presenting the proxy authorisation on the day of the Annual General Meeting to the persons checking attendance cards at the entrance to the meeting. Proof of the issue of a proxy may also be sent by postal mail, fax or email (hereinafter referred to as "communication channels") to the following address:

DEUTZ AG
Investor Relations
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
Fax: +49 (0) 221 82 21 52 49 1
Email: Vollmacht.HV_2010@deutz.com

The aforementioned communication channels may also be used if the proxy is to be issued by declaration to the Company; in this case, separate proof of the issue of the proxy is not required.

The cancellation of a proxy already issued may also be submitted directly to the Company using the aforementioned communication channels.

DEUTZ AG also offers shareholders who are unable to attend the Annual General Meeting in person the option of being represented at the Annual General Meeting by employees of the Company who will then act in accordance with the instructions of the shareholder concerned. If a shareholder appoints as a proxy one of the proxies nominated by the Company for this purpose, the shareholder must issue instructions to the proxy for the exercise of his/her voting rights. The proxy is invalid without these instructions. The persons nominated by the Company to act as proxies on behalf of shareholders are under an obligation to vote in accordance with the instructions from the shareholders concerned.

The proxy form sent to shareholders with the attendance card may also be used to authorise a proxy nominated by the Company and to issue instructions to this proxy. Proxy authorisations with instructions must be submitted in writing or by electronic mail (§ 126b BGB). Proxy authorisations with instructions must be received by midnight on 4 May 2010 by postal mail, fax or email at the following address:

DEUTZ AG
c/o Computershare HV-Services AG
Prannerstrasse 8
803333 Munich, Germany
Fax: +49 (0) 89 30 90 37 46 75
Email: Vollmacht.HV_2010@deutz.com

Further details on attending the Annual General Meeting and on issuing proxy authorisations and instructions will be sent to shareholders together with the attendance card.

5. Agenda item requests, nominations for election, requests for information

5.1 Requests for additions to the agenda submitted by a minority pursuant to section 122 (2) AktG

Shareholders whose shareholdings together account for one twentieth or more of the issued capital or a proportion equivalent to €500,000 of the issued capital or more may request that items be added to the agenda and be duly published. Each new item must be accompanied by the reasons for the item or a proposed resolution. The request must be submitted in writing (§ 126 BGB) to the Board of Management of DEUTZ AG.

The persons submitting the request must prove that they will have been the holders of shares for at least three months on the day of the Annual General Meeting and that they have continued to hold the shares until a decision on the request.

Requests for additions to the agenda must be received by the Company by midnight on 5 April 2010. Please send any such requests to the following address:

DEUTZ AG
Investor Relations
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
Fax: +49 (0) 221 82 21 52 49 1
Email: stock.r@deutz.com

Unless they have already been published with the notice of the Annual General Meeting, any new additions to the agenda will be published on receipt of the request without delay in the electronic German Federal Gazette and in media that can be assumed to distribute the information throughout the whole of the European Union. They will also be published on the DEUTZ AG website at www.Investors-AnnualGeneralMeeting-2010.deutz.com and notified to shareholders.

5.2 Counterproposals and nominations for election from shareholders in accordance with section 126 (1) and section 127 AktG

Any shareholder is entitled to submit counterproposals to items on the agenda or nominations for elections.

Counterproposals to any proposal by the Board of Management and/or the Supervisory Board for any particular item on the agenda must be submitted together with the reasons for the counterproposal to the following address by midnight on 21 April 2010:

DEUTZ AG
Investor Relations
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
Fax: +49 (0) 221 82 21 52 49 1
Email: stock.r@deutz.com

Counterproposals to items on the agenda will be made available by the Company on the website of DEUTZ AG at www.Investors-AnnualGeneralMeeting-2010.deutz.com together with the name of the shareholder concerned, the reasons for the counterproposal and any comment by the management of the Company.

The Company may decline to make a counterproposal and the reasons for the counterproposal available on its website if one of the criteria for exclusion as specified by section 126 (2) AktG is deemed to be met, e.g. because the counterproposal would lead to a decision by the Annual General Meeting that would be in contravention of the law or the Statutes. The reasons for a counterproposal do not need to be made available if the text amounts to more than 5,000 characters in total.

The aforementioned rules apply mutatis mutandis to any proposal by a shareholder concerning the election of members of the Supervisory Board or the appointment of auditors, although nominations for election do not require a justification. The Board of Management does not have to make a nomination for election available if the nomination does not include the name, profession and place of residence of the person proposed for election to the Supervisory Board or proposed as the auditor and, in the case of nominations for election to the Supervisory Board, the nomination does not also include details of the nominee's membership of other statutory supervisory bodies.

Shareholders are requested to include proof of their status as a shareholder when they send in their counterproposal or nomination for election.

5.3 Shareholders' right to information pursuant to section 131 (1) AktG

At the request of any shareholder at the Annual General Meeting, the Board of Management must provide information on the affairs of the Company including the legal and business relationships with affiliated companies as well as on the position of the Group and the entities included in the consolidated financial statements insofar as this is required for a proper assessment of the subject matter on the agenda.

6. Publication of information on the website

The following information is accessible on the Company's website at www.Investors-AnnualGeneralMeeting-2010.deutz.com in accordance with section 124a AktG:

  • This notice of the Annual General Meeting;
  • Explanation as to why there is no voting on the subject matter under agenda item 1;
  • The documents to be made available to the Annual General Meeting;
  • The total number of shares and voting rights on the date of the notice of the Annual General Meeting;
  • Any requests from shareholders for additions to the agenda pursuant to section 122 (2) AktG received by the Company after the notice of the Annual General Meeting was issued;
  • Additional information such as counterproposals and nominations for election received from shareholders may also be made available on the aforementioned Company website.

7. Information to be made available

In addition to the documents specified in agenda item 6, the annual financial statements and management report, consolidated financial statements and group management report, report by the Supervisory Board and explanatory report by the Board of Management relating to the disclosures in accordance with section 289 (4) and section 315 (4) HGB are available for inspection at the offices of DEUTZ AG, Ottostrasse 1, 51149 Cologne (Porz-Eil), from the date the Annual General Meeting is convened.

Explanation of agenda items on which no vote will be held

There will be no voting on item 1 on the agenda:

On 12°March°2010, the annual financial statements and the consolidated financial statements prepared by the Board of Management were approved by the Supervisory Board in accordance with sections 172 and 173 German Stock Corporation Act (AktG) and the annual financial statements were thereby formally adopted. Formal adoption by the Annual General Meeting is therefore not required, i.e. AKtG does not require the adoption of a resolution in this regard, but the annual financial statements and management report, consolidated financial statements and group management report, report of the Supervisory Board and the report of the Board of Management must be made available to the Annual General Meeting. There will be no vote on the appropriation of profits since the adopted annual accounts of DEUTZ AG show no accumulated income and no profit brought forward.

The annual financial statements and management report, the consolidated financial statements and group management report, the report by the Supervisory Board and the report by the Board of Management will be available for inspection at the offices of DEUTZ AG, Ottostrasse 1, 51149 Cologne (Porz-Eil), and can also be accessed on the DEUTZ AG website at www.annualreport2009.deutz.com the date on which the Annual General Meeting is convened.

The total number of shares and voting rights on the date of the notice of the Annual General Meeting

The issued capital of the Company amounting to €308,978,241.98 was divided into 120,861,783 no-par-value bearer shares on the date this Annual General Meeting was convened. Each share confers one vote. All the shares are of the same type. On the date this Annual General Meeting was convened the Company held no treasury shares.

STATUTES of DEUTZ Aktiengesellschaft Cologne

January 2014

I        Miscellaneous provisions

II       Share capital, shares, bonds

III      Management Board

IV      Supervisory Board

V       Annual general meeting

VI      Financial year, net income, distributable profit

 

I Miscellaneous provisions

1 Company name and registered office

(1) The name of the public limited company is DEUTZ Aktiengesellschaft.

(2) Its registered office is in Cologne.

2 Objects of the Company

(1) The Company heads and manages a group of companies and investments in companies which operate in the area of development, manufacture and distribution of machinery, particularly diesel engines marketed under the DEUTZ brand, as well as in the retail and service sectors.

(2) The Company itself may also operate within the aforementioned business areas. It is entitled to engage in all transactions and take all measures which are directly or indirectly connected with the objects of the Company or would serve to further these objects. It may to this extent also establish, acquire or invest in other companies. It is authorised to bring companies in which it holds an interest under unified management or to restrict itself to the administration of these companies.

3 Official announcements

(1) The official announcements of the Company shall be made through publication in the electronic Federal Gazette, unless publication in the Federal Gazette is stipulated by law.

(2) Information to be provided to the shareholders of the Company may also be sent by electronic means.

II Share capital, shares, bonds

4 Share capital

The share capital of the Company amounts to €308.978.241,98 (in words: three hundred and eight million, nine hundred and seventy-eight thousand, two hundred and forty-one euros and ninety-eight cents). It is divided into 120.861.783 (in words: one hundred and twenty million, eight hundred and sixty-one thousand, seven hundred and eighty-three) registered no-par- value shares.

5 Bonds, profit-sharing rights

(1) The Management Board may resolve to issue bonds which are registered and to order or, with official approval, bearer bonds which may or may not be secured by property.

(2) The Management Board shall decide the par value of the bonds, the interest rate and other details of the issue, termination and redemption.

(3) The resolutions pursuant to (1) and (2) require the consent of the Supervisory Board. The same applies to the termination of the bonds.

6 Form of the shares, bonds etc.

(1) The Management Board shall decide on the wording and the form of the shares and the bonds, and of the interim or profit share certificates and interest and renewal coupons. The wording shall be subject to the consent of the Supervisory Board.

(2) Global certificates may be issued. The right of the shareholders to have their ownership of shares evidenced by certificates is excluded.

III Management Board

7 Composition etc. of the Management Board

(1) The Management Board comprises at least two members.

(2) The Supervisory Board shall determine the number of members of the Management Board and the allocation of responsibilities. It may draw up and issue rules of procedure.

(3) The resolutions of the Management Board shall be adopted by simple majority vote, unless a larger majority is stipulated by law or by the rules of procedure. If a Chairman of the Management Board is appointed, he shall have the casting vote in the event of a tie.

8 Representation of the Company

The Company is legally represented either by two members of the Management Board acting jointly or by one member of the Management Board acting in conjunction with a holder of full commercial power of attorney (Prokurist).

IV Supervisory Board

9 Composition, election etc. of the Supervisory Board

(1) The Supervisory Board comprises twelve members.

(2) The term of office of a person elected to the Supervisory Board shall continue until the end of the Annual General Meeting which formally approves the actions of the management for the fourth financial year following the start of the term. The financial year in which the term of office begins shall not be included.

(3) Members of the Supervisory Board may stand for re-election.

(4) Every member may resign his office by giving two months' notice to the end of a month in writing to the Management Board.

(5) Supplementary elections shall be conducted to cover the remaining term of the resigning member.

(6) At the same time as the elections for the ordinary members of the Supervisory Board, the annual general meeting may also elect up to five substitute members who, in the order determined at the time of the election, will take the place of any shareholder representative member of the Supervisory Board who resigns his office prematurely. The term of office for a substitute member in the event of succession pursuant to sentence one shall be limited to the period ending at the end of the annual general meeting at which a supplementary election for the originally retiring member has taken place.

10 Chair of the Supervisory Board

(1) At a meeting convened without special invitation immediately after the annual general meeting which marks the start of the new term of office, the Board shall elect from among its members a Chairman and one Deputy Chairman for its period of office. Until the elections have been completed, the meeting will be chaired by the oldest shareholder representative on the Supervisory Board.

(2) If the Chairman of the Supervisory Board or his deputy resign from office before the end of their term, the Supervisory Board shall immediately elect a replacement for the remainder of that term. If a new Chairman and Deputy Chairman are both elected for the Supervisory Board at the same meeting, paragraph (1) sentence 2 shall apply mutatis mutandis.

(3) When deputising for the Chairman, the Deputy Chairman shall have the same rights and obligations as the Chairman unless stipulated otherwise by law. He is not required to present proof of his authority to represent the Chairman to authorities and other persons in order for his statements of intent to be valid.

11 Statements of intent by the Supervisory Board

The Chairman of the Supervisory Board or, in his absence, his Deputy, may give statements of intent (Willenserklärung) on behalf of the Supervisory Board.

12 Internal procedure of the Supervisory Board

(1) Unless otherwise stipulated by law, the Supervisory Board shall constitute a quorum if at least half of the number of members prescribed by law or by the Statutes take part in the vote. If, during a vote in a Supervisory Board meeting, the number of members representing the shareholders is not equal to that of members representing the employees, or if the Chairman of the Supervisory Board does not vote, the vote must be postponed if at least two members of the Supervisory Board request such a postponement. At the next duly convened meeting, votes on agenda items which were postponed from the preceding meeting in accordance with sentence 2 may only be postponed by majority resolution.

(2) Resolutions concerning agenda items which have not been announced duly and properly in accordance with the applicable formalities may only be adopted provided that no Supervisory Board member objects to the resolution. If no Supervisory Board member present at the meeting objects, absent members are to be given the opportunity to object to the res- olution retrospectively within a reasonable period to be specified by the Chairman; in this case the resolution shall only be valid if none of the absent Supervisory Board members has objected within the stipulated period.

(3) The resolutions of the Supervisory Board shall be adopted by simple majority of the votes cast, unless the law stipulates a different majority in individual cases. In the event of a tied vote, any Supervisory Board mem- ber may demand that a new vote be carried out immediately on the same matter. Should this second vote also result in a tie, the Chairman of the Supervisory Board shall have two votes. Section 108 (3) German Joint Stock Corporation Act also applies to the casting of the second vote.

(4) The Supervisory Board shall draw up rules of procedure within the scope of the law and the Statutes.

13 Supervisory Board committees

(1) The Supervisory Board may form committees from among its members and specify their duties and powers. It may also delegate essential powers reserved to the Supervisory Board to these committees, so far as this is permitted by law. Section 27 (3) German Codetermination Act remains unaffected.

(2) Resolutions of committees shall be adopted by simple majority of the votes cast. The provisions of clause 12 (3) sentences 2 to 4 shall apply in respect of voting, in the absence of any contrary provisions of law.

14 Amendments to the Statutes

The Supervisory Board may change the wording but not the spirit of the Statutes.

15 Remuneration of the Supervisory Board

(1) The members of the Supervisory Board will receive fixed annual remuneration of EUR 22,500. In addition, they are entitled to reimbursement of their expenses and to an attendance fee of EUR 2,500 for each Supervisory Board meeting they attend. The Company can also arrange for the purchase of adequate liability insurance coverage.

(2) The Chairman of the Supervisory Board will receive twice the remuneration established under paragraph (1), and his deputy one-and-one-half times that amount.

(3) In addition all members of a Supervisory Board committee will receive an attendance fee of EUR 2,500 for each meeting they attend. The Chairman of the committee will receive twice this sum, and his deputy one-and- one-half times the amount

(4) Furthermore the members of the Supervisory Board will also be reimbursed for VAT incurred by them in connection with remuneration paid for their Supervisory Board duties.

(5) The Annual General Meeting will determine if and to what extend the Supervisory Board shall be granted remuneration should the Company be liquidated.

V Annual general meeting

16 Venue and calling of the AGM

(1) The annual general meeting may take place at the registered office of the Company, in Berlin or in any other town or city in the Federal Republic of Germany.

(2) The meeting may also be called by the Supervisory Board or its Chairman.

17 Attendance at annual general meetings and the exercising of voting rights

(1) Shareholders who register for an annual general meeting and provide evidence of their shareholding shall be entitled to attend the annual gen- eral meeting and to exercise their voting rights.

(2) The evidence of shareholding is to be submitted in the form of evidence prepared by a depositary institution in German or English in writing. The evidence of shareholding must refer to the start of the twenty-first day before the annual general meeting.

(3) The registration and the evidence of shareholding must be received by the Company at least six days prior to the meeting at the address specified in the invitation. The day of receipt may not be counted.

18 Chairman of the annual general meeting

(1) The Chairman of the Supervisory Board shall chair the annual general meeting. If he is unable to do so, the shareholder representative members of the Supervisory Board present shall elect a person to chair the meeting from among their members.

(2) Should no shareholder representative member of the Supervisory Board be present, the participant with the greatest number of votes shall open the meeting and shall allow the meeting to elect a chair.

19 Conduct of the annual general meeting

(1) The chairman of the annual general meeting may conduct the discussions and votes in a different order to that published in the agenda.

(2) The chairman of the annual general meeting may reasonably restrict the amount of time available to shareholders to speak and put questions.

20 Voting and elections

(1) The annual general meeting shall always adopt resolutions in accordance with the majority of the yes or no votes cast and, so far as a majority of the share capital is required, by simple majority of the share capital, unless otherwise stipulated by law or the Statutes. The chairman of the meeting shall stipulate the voting procedure. The result of the voting may also be calculated by deducting the yes or no votes plus abstentions from the total number of votes held by those eligible to vote.

(2) If no proposal secures a majority of the votes cast, the proposal which secures the most votes shall be accepted. In the event of a tied vote the chairman shall draw lots.

(3) In the case of elections to the Supervisory Board, the Chairman is entitled to present a list of proposed members drawn up by the management or the shareholders.

VI Financial year, net income, distributable profit

21 Financial year

The financial year starts on 1 January and ends on 31 December.

22 Appropriation of the net income and the distributable profit

(1) The Supervisory Board and Management Board may, when adopting the annual financial statements, allocate more than half, but not more than two thirds of the net income to non-statutory reserves, so far as this is permitted by law.

(2) The annual general meeting may resolve any appropriation of the distributable profit which is permitted by law.

(3) The profit shares of the shareholders shall be determined as a proportion of the contributions paid on their share of the share capital and, in the case of contributions paid during the course of the financial year, pro rata temporis on the basis of the time elapsed since the contribution was made.

(4) In the event of a capital increase a different profit sharing entitlement may be agreed for the new shares.

The documents to be made available to the Annual General Meeting:

Documents concerning Item 1 of the agenda:

  • consolidated financial statements
  • group management report
  • report by the Supervisory Board report
  • explanatory report by the Board of Management relating to the disclosures in accordance with section §§ 289 (4), 315 (4) HGB
  • DEUTZ AG financial statements and management report

Documents concerning Item 6 of the agenda:

Requests for additions to the agenda submitted by a minority pursuant to section 122 (2) AktG:

There are currently no requests for additions to the agenda for the 2010 Annual General Meeting.

Counterproposals and nominations for election (including opinions of the management):

There are currently no counterproposals or election nominations for the 2010 Annual General Meeting.

Notes on shareholders' right to information (section 131 AktG)
Shareholders' right to information pursuant to section 131 AktG

Each shareholder will upon request be provided with information at the shareholders’ meeting by the management board regarding the company’s affairs, the company’s legal and business relations with any affiliated enterprise and the outlook of the group and the enterprises included in the consolidated financial statement, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda and provided that the management is not entitled to deny the provision of information.

The relevant statutory provision reads as follows:

§ 131 Right of Shareholders to Information

(1) Each shareholder shall upon request be provided with information at the shareholders’ meeting by the management board regarding the company’s affairs, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. The duty to provide information shall also extend to the company’s legal and business relations with any affiliated enterprise. If a company makes use of the simplified procedure pursuant to § 266(1) sentence 3, § 276 or § 288 of the Commercial Code, each shareholder may request that the annual financial statements be presented to him at the shareholders’ meeting on such annual financial statements in the form which would have been used if such provisions on simplified procedure were not applied. A parent enterprise’s (§ 290(1) and (2) of the Commercial Code) management board’ duty to inform in the shareholders meeting that considers the consolidated financial statement and consolidated management report shall extend to the outlook of the group and the enterprises included in the consolidated financial statement.

(2) The information provided shall comply with the principles of conscientious and accurate accounting. The articles of association or the rules of internal procedure pursuant to § 129 may authorize the chairman of the shareholders’ meeting to appropriately limit the time allocated to questions and speeches by shareholders and to determine the particulars in more detail.

(3) The management board may refuse to provide information:

1. to the extent that providing such information is, according to sound business judgment, likely to cause material damage to the company or an affiliated enterprise;

2. to the extent that such information relates to tax valuations or the amount of certain taxes;

3. with regard to the difference between the value at which items are shown in the annual balance sheet and the higher market value of such items, unless the shareholders’ meeting is to approve the annual financial statements;

4. with regard to the methods of classification and valuation, if disclosure of such methods in the notes suffices to provide a clear view of the actual condition of the company’s assets, financial position and profitability within the meaning of § 264 (2) of the Commercial Code; the foregoing shall not apply if the shareholders’ meeting is to approve the annual financial statements;

5. if provision thereof would render the management board criminally liable.

The provision of information may not be refused for other reasons.

6. if the case of a bank or financial services institution information about the applied balance sheet and valuation methods or calculations made in the annual financial statements need not be given.

7. if the information is made continually available on the company’s internet website for at least seven days before the beginning and during the shareholders meeting.

The provision of information may not be denied for other reasons.

(4) If information has been provided outside a shareholders’ meeting to a shareholder by reason of his status as a shareholder, such information shall upon request be provided to any other shareholder at the shareholders’ meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. The management board may not refuse to provide such information on the grounds of (3) sentence 1 Nos. 1 to 4. Sentences 1 and 2 shall not apply if a subsidiary (§290(1), (2) of the Commercial Code), a cooperative enterprise (§ 310 (1) of the Commercial Code) or an affiliate (§ 311(1) of the Commercial Code) provides the information to a parent company (§ 290(1), (2) of the Commercial Code) for the purpose of inclusion in the consolidated annual financial statement of the parent company and the information is required for this purpose.

(5) A shareholder who has been denied information may request that his question and the reason for which the information was denied be recorded in the minutes of the meeting.

2010 Annual General Meeting