Our Company's next Annual General Meeting will take place on
Wednesday, 29 April 2015
in the Congress-Centrum Ost (main entrance on the eastern side),
Deutz-Mülheimer Strasse, Cologne-Deutz, Germany. It will commence at 10am.
ISIN: DE 000 630500 6
WKN: 630 500
If you have any questions, please contact the DEUTZ shareholder service.
Tel.: +49 (0)221 822 2491
Fax: +49 (0)221 822 15 2491
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. The Company held no treasury shares on the date when this Annual General Meeting was convened.
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 voting rights must relate to such status as at the start of the 21st day before the Annual General Meeting, i.e. as at 00.00 hours on 8 April 2015 (the proof of entitlement reference date). A specific proof of shareholding issued by the custodian in writing or by electronic mail (as defined in section 126b German Civil Code (BGB)) in German or English will suffice as proof of entitlement.
Registration together with proof of entitlement to attend the Annual General Meeting and exercise voting rights must reach the Company via the following address in text form (as defined in section 126b BGB) in either German or English no later than 24.00 hours on 22 April 2015.
c/o Deutsche Bank AG
Postfach 20 01 07
60605 Frankfurt am Main Germany
Fax: +49 (0)69 12012 86045
Admission cards for attendance at the Annual General Meeting will be sent to shareholders provided the Company has received their registration by the deadline and 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 that they are shareholders as at the proof of entitlement reference date qualify as shareholders of the Company who can attend the Annual General Meeting and exercise voting rights. Changes in shareholdings after the proof of entitlement reference date are disregarded for this purpose. Shareholders who have acquired their shares after the reference date are therefore not entitled to attend the Annual General Meeting or exercise voting rights. This does not affect the right of a seller to appoint the buyer as a proxy. 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 date has no effect on the marketability of shares and 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 text form (as defined in section 126b BGB) unless a bank, equivalent institute or company (section 135 (10), section 125 (5) AktG), shareholder association or other equivalent person or entity within the meaning of section 135 (8) AktG is appointed as proxy.
If banks, equivalent institutes or companies (section 135 (10), section 125 (5) AktG), shareholder associations or other equivalent persons or entities within the meaning of section 135 (8) AktG are appointed as proxies to exercise voting rights, the proxies must merely retain the proxy declaration in a verifiable form; this proxy declaration must be complete and must only contain declarations relating to the exercise of voting rights. 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.
Shareholders wishing to appoint a proxy who is not a bank or equivalent person or association (including, but not limited to, shareholder associations) within the meaning of section 135 (8) or section 135 (10) in conjunction with section 125 (5) AktG may do so using the form provided by the Company for this purpose. This form will be sent to properly registered people together with their admission cards. There is no obligation to use the form provided by the Company. Shareholders may appoint proxies by other means, provided that the required formalities are observed.
The communication channels listed below are provided for notifying the Company of a proxy appointment, for cancelling such an appointment and for submitting proof of the appointment of a proxy, in particular electronically ('communication channels').
51149 Cologne (Porz-Eil)
Tel.: +49 (0)221 8222 491
Fax: +49 (0)221 8221 52491
An authorised proxy may also provide proof of the issue of authorisation on the day of the Annual General Meeting to the persons checking attendance cards at the entrance to the meeting.
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 – as proxies – 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 in respect of each individual agenda item that has been announced. Unless these instructions are issued, the proxies appointed by the Company will not represent the relevant votes. 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. Shareholders are still entitled to attend the Annual General Meeting in person even if they have appointed a proxy nominated by the Company and instructed the proxy on how to vote. If a shareholder or his/her representative registers in person at the entrance to the Meeting, the proxy authorisation and instructions given to the proxy nominated by the Company will be deemed cancelled.
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 text form (as defined in section 126b BGB). Proxy authorisations with instructions must be sent by post, fax or email to reach the following address by no later than 24.00 hours on 27 April 2015:
c/o Computershare Operations Center
80249 Munich Germany
Fax: +49 (0)89 30903 74675
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. Requests for additions to the agenda, motions, 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 to the Board of Management of DEUTZ AG.
The persons submitting the request must prove that they have held the shares for at least three months prior to the day of the Annual General Meeting and that they will continue to hold the shares until the request is decided upon. Please refer to the rules in section 70 AktG about calculating the length of time that shares have been held. Appropriate confirmation from the custodian will suffice as proof.
Requests for additions to the agenda must reach the Company by no later than 24.00 hours on 29 March 2015. Please send any such requests to the following address:
Board of Management
51149 Cologne (Porz-Eil)
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 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.investor-relations-annualgeneralmeeting-2015.deutz.com and notified to shareholders.
5.2 Motions and nominations for election from shareholders in accordance with section 126 (1) and section 127 AktG
Any shareholder has the right to submit motions and nominations for election in respect of items on the agenda, as well as motions in respect of the rules of procedure for the Annual General Meeting, without making any prior notification or publication, or taking any other particular action in that regard.
Counterproposals within the meaning of section 126 AktG and nominations for election within the meaning of section 127 AktG – including the name of the shareholder, the justification (which is not required for nominations for election) and any response from the management – will be made available by the Company on the DEUTZ AG website at www.investor-relations-annualgeneralmeeting-2015.deutz.com, provided that the shareholder sends them to the following address at least 14 days before the Meeting, i.e. by no later than 24.00 hours on 14 April 2015.
51149 Cologne (Porz-Eil)
Fax: +49 (0)221 8221 52491
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. The Board of Management does not have to make a nomination for election available if the nomination does not include the information pursuant to section 127 sentence 3 AktG in conjunction with section 124 (3) sentence 4 and section 125 (1) sentence 5 AktG.
Shareholders are requested to include proof of their status as a shareholder when they send in their counterproposal or nomination for election.
Counterproposals – including those sent to the Company prior to the Annual General Meeting – can only be submitted with legal effect at the Annual General Meeting itself. The same applies mutatis mutandis to election nominations. This does not affect the rights of any shareholder to submit counterproposals or election nominations during the Annual General Meeting, even if they have not been sent to the Company by the appointed deadline prior to the meeting.
5.3 Shareholders' right to information pursuant to sections 131 (1), 293g (3) 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 and there is no right to withhold such information.
Pursuant to section 293g (3) AktG at the request of any shareholder at the Annual General Meeting information shall also be given on all affairs about the other contracting party that was relevant to the conclusion of the agreement (see agenda item 6).
6. Publication of information on the website
The following information is accessible on the DEUTZ AG website at www.investor-relations-annualgeneralmeeting-2015.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.
Any other pertinent information – such as counterproposals and nominations for election received from shareholders and further explanatory notes on the shareholders' right to information described under point 5.3 – will be made available on the Company's aforementioned website.
7. Information to be made available
In addition to the reports specified in agenda item 6 the annual financial statements of DEUTZ AG, the approved consolidated financial statements and the combined management report for DEUTZ AG and the Group for the 2014 financial year, the explanatory reports of the Board of Management relating to the disclosures pursuant to section 289 (4) and (5), section 315 (4), and section 315 (2) no. 5 HGB, and the report of the Supervisory Board for the 2014 financial year will be available for inspection during regular business hours at the offices of DEUTZ AG, Ottostrasse 1, 51149 Cologne (Porz-Eil) and made available on the DEUTZ AG website at www.investor-relations-annualgeneralmeeting-2015.deutz.com from the date on which the Annual General Meeting is convened. On request, a copy of the aforementioned documents will be made and sent to any shareholder without delay and free of charge.
Cologne, March 2015
The Board of Management
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 2015, 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 171 and 172 of the 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, the consolidated financial statements, the combined management report for DEUTZ AG and the Group for the 2014 financial year, the explanatory reports of the Board of Management concerning the disclosures pursuant to section 289 (4) and (5), section 315 (4) and 315 (2) no. 5 German Commercial Code (HGB) and the report of the Supervisory Board for the 2014 financial year must be presented to the Annual General Meeting.
The annual financial statements, the approved consolidated financial statements, the combined management report, the reports by the Board of Management 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.annualreport2014.deutz.com from 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
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.
Documents relating to item 1 of the agenda:
- Financial Statement DEUTZ Group
- Combined Management Report 2014 for DEUTZ Group and DEUTZ AG
This is available in German.
- Report of the Supervisory Board
- Explanatory statement by th Board of Management in connection with sections 289 (4) and 315 (4) HGB
- Explanatory statement by the Board of Management in connection with section 289 (5) and 315 (2) HGB
- Proposal for the Appropriation of Accumulated Profit
Documents relating to item 6 of the agenda:
- Amended control and profit transfer agreement
- Financial Statement 2012
(This ist available in German.)
- Financial Statement 2013
(This ist available in German.)
- Financial Statement 2014
(This ist available in German.)
- Financial Statements DEUTZ Sicherheit Gesellschaft für Industrieservice mbH 2012
(This ist available in German.)
- Financial Statements DEUTZ Sicherheit Gesellschaft für Industrieservice mbH 2013 (This ist available in German.)
- Financial Statements DEUTZ Sicherheit Gesellschaft für Industrieservice mbH 2014 (This ist available in German.)
- Joint Report
Requests for additions to the agenda submitted by a minority pursuant to section 122 (2) AktG:
There are no requests for additions.
Counterproposals and election nominations (including any responses from the management):
On 10 April 2015, we received the following counter-proposals from the shareholder association Deutsche Schutzvereinigung für Wertpapierbesitz e.V. (DSW) in relation to items 3 and 4 on the agenda for our Annual General Meeting on 29 April 2015:
"Dear Sir or Madam,
On behalf of the shareholders represented by Deutsche Schutzvereinigung für Wertpapierbesitz e.V. (DSW), Düsseldorf (a copy of the admission card issued to DSW e.V. is enclosed), we hereby announce the following counter-proposals in relation to items 3 and 4 on the agenda for the Annual General Meeting of DEUTZ AG on 29 April 2015:
1. Counter-proposal relating to agenda item 3:
Formal approval of the actions of the Board of Management for 2014
The actions of the members of the Board of Management should not be formally approved.
Over the past financial year, the Board of Management has again failed to stop both DEUTZ's zigzag trajectory and the period of drought that has now been continuing for a number of years. Once again, the forecasts were not achieved in 2014, and the shareholder value was not increased. Further restructuring is clearly needed. The margin target for 2014 was missed by a long way, and quality problems affecting engines have not been eliminated.
Last year, DSW felt it was sufficient to vote against formal approval of the actions of the Board of Management. This year, DSW is showing its opposition in the form of a counter-proposal calling for the actions of the entire Board of Management to not be formally approved.
2. Counter-proposal relating to agenda item 4
Formal approval of the actions of the Supervisory Board for 2014
The actions of the members of the Supervisory Board should not be formally approved.
The reasons in this case are comparable to those opposing the formal approval of the actions of the Board of Management. DSW believes that, given the persistent problems at DEUTZ AG, the Supervisory Board should have stepped in much earlier and, in particular, taken steps to change personnel. As clearly neither of these has been done, DSW will also call for the actions of the entire Supervisory Board to not be formally approved.
We assume that the counter-proposals of the issuer will be published in accordance with section 126 of the German Stock Corporation Act (AktG).
The Executive Management
(Marc Tüngler) (Thomas Hechtfischer)"
Response from the management:
The Board of Management and Supervisory Board will retain their proposals for agenda items 3 and 4. They will give their opinion on this matter at the Annual General Meeting.
Cologne, April 2015
The Board of Management
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.
please follow the green Koelnmesse signposts. These will guide you in the area around the exhibition centre directly to car parks provided close to the Congress-Centrum Ost, main entrance Osthallen P10
if arriving at Köln Messe/Deutz you can reach the Congress-Centrum Ost on foot (approx. 1.000 m) by following the signposts main ent- rance Osthallen.
if arriving at Cologne Central Station, take the S6 (in the direction of Essen), the S13 (in the direction of Troisdorf), the S11 (in the direction of Bergisch Gladbach), the Regionalexpress RE (in the direction of Koblenz or Köln Messe/Deutz or Hamm (Westf.)) or the Regionalbahn RB (in the direction of Oberbarmen or Overath), which will take you to Bahnhof Köln Messe/Deutz. On arrival at the Deutz Bahnhof station you can reach the Congress-Centrum Ost on foot (approx. 1,000 m) by following the signposts.
take tram No. 1 (in the direction of Bensberg) or 9 (in the direction of Königsforst) which will take you to Bahnhof Köln- Deutz, or tram No. 3 (in the direction of Thielenbruch) and 4 (in the direction of Schlebusch) which will take you to the “Koelnmesse” stop imme- diately in front of the Congress- Centrum Ost.
take the S-Bahn No. 13 from Cologne/Bonn Airport to the “Deutz/ Messe” stop (journey time approx. 15 minutes); from there the footpath to the Congress-Centrum Ost main entrance Osthallen is signposted.
Note: The centre of Cologne has been a designated lowemission zone since 1 January 2008. Only vehicles in emissions groups 2 to 4 that display the appropriate disc are permitted to drive inside this zone. Cologne’s low-emission zone was extended significantly on 1 April 2012 to improve the city’s air quality. For more information, visit www.stadtkoeln.de/en/3/environment/00109/