Annual General Meeting 2019
The Annual General Meeting of DEUTZ AG took place on Tuesday, 30 April 2019, at 10.00am (doors open at 9.00am)
in the Congress-Centrum Ost at Koelnmesse exhibition center (main entrance on the eastern side)
Deutz-Mülheimer Strasse 51
50679 Cologne-Deutz, Germany.
ISIN: DE 000 630500 6 | WKN (German Security Identification number): 630 500
If you have any questions, please contact the DEUTZ shareholder service:
Svenja Schildknecht | Shareholder service | 51057 Cologne, Germany
Tel.: +49 (0)221 822 2491
Fax: +49 (0)221 822 15 2491
Email: hv@deutz.com
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 on which 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 on which this Annual General Meeting was convened.
2. Requirements for attendance at the Annual General Meeting 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 9 April 2019 (the proof of entitlement reference date). A specific proof of shareholding issued by the custodian in writing (as defined in section 126b of the 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 23 April 2019.
DEUTZ AG
c/o Deutsche Bank AG
Securities Production
General Meetings
Postfach 20 01 07
60605 Frankfurt am Main, Germany
Fax: +49 (0)69 120 128 6045
Email: wp.hv@db-is.com
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 institution 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 institutions 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 persons 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’).
DEUTZ AG
c/o Computershare
Operations Center
80249 Munich, Germany
Phone: +49 (0)89 309 037 4675
Email: deutz-hv2019@computershare.de
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 26 April 2019:
DEUTZ AG
c/o Computershare
Operations Center
80249 Munich, Germany
Fax: +49 (0)89 309 037 4675
Email: deutz-hv2019@computershare.de
Further details on attending the Annual General Meeting and on issuing proxy authorisations and instructions will be sent to shareholders together with the admission 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 90 days prior to the receipt of the request and that they will continue to hold the shares until the Board of Management has decided upon the request. 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 30 March 2019. Please send any such requests to the following address:
DEUTZ AG
Board of Management
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
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.deutz.com/en/investor-relations/annual-general-meeting/2019/ 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, any justification that is based on legal requirements (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.deutz.com/en/investor- relations/annual-general-meeting/2019/, 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 15 April 2019.
DEUTZ AG
Investor Relations
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
Fax: +49 (0)221 822 152 491
Email: ir@deutz.com
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) sentence 1 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 section 131 (1) AktG and section 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.
6. Publication of information on the website
The following information is available on the DEUTZ AG website at www.deutz.com/en/investor-relations/annual-general-meeting/2019/ 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. Live broadcast of the speech of the Chairman of the Board of Management
The speech of the Chairman of the Board of Management at the start of the Annual General Meeting will be broadcast live on the internet. A recording of the speech will be made available at https://www.deutz.com/en/investor-relations/ annual-general-meeting/2019/ after the Annual General Meeting.
8. Information to be made available
The adopted annual financial statements of DEUTZ AG, the approved consolidated financial statements and the combined management report for DEUTZ AG and the Group for the 2018 financial year, the explanatory reports of the Board of Management relating to the disclosures pursuant to section 289a (1) and section 315a (1) in conjunction with section 294 (4) HGB, and the report of the Supervisory Board for the 2018 financial year will be available for inspection by shareholders 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.deutz. com/en/investor-relations/annual-general-meeting/2019/ from the date on which the Annual General Meeting is convened. On request, a copy of the aforementioned documents will be sent to any shareholder without delay and free of charge.
9. Data protection information for shareholders and their representatives
DEUTZ AG processes personal data as a controller within the meaning of Article 4 No. 7 of the General Data Protection Regulation (GDPR) in order to enable shareholders and their representatives to participate in the Annual General Meeting and exercise their rights at the Annual General Meeting. Such processing also enables DEUTZ AG to fulfil its other obligations as a controller under stock-corporation law (e. g. publication and disclosure obligations). Data is deemed to be personal data if it relates to an individual. The pertinent data protection rules that apply in Germany are satisfied.
The controller can be contacted as follows:
DEUTZ AG
Mr Werner Becker
Ottostrasse 1
51149 Cologne (Porz-Eil),Germany
Phone: +49 (0)221 822 6702
Fax: +49 (0)221 822 156 702
Email: datenschutz@deutz.com
The following items of personal data are processed in respect of each shareholder and each person who has been authorised by a shareholder to exercise, in his or her own name, the shareholder’s voting rights attaching to shares: last name and first name, address, email address if applicable (if supplied or known), number of shares, class of share, type of shareholding (own shareholding [Eigenbesitz], third-party shareholding [Fremdbesitz] or proxy shareholding [Vollmachtsbesitz]) and admission card number.
The following personal data is processed in relation to a shareholder’s representative: last name and first name, address.
If this personal data is not sent to us by the shareholder or the shareholder’s representative when registering for the Annual General Meeting, when participating in the Annual General Meeting, when submitting a request for additions to the agenda pursuant to section 122 AktG or when sending in a counterproposal or nomination for election pursuant to sections 126 and 127 AktG, the custodian bank of the shareholder in question will send us this personal data.
If counterproposals or nominations for election pursuant to sections 126 and 127 AktG are submitted, they will be made available on the Company’s website, i.e. publicly, together with the name of the shareholder concerned, the reasons for the counterproposal or nomination for election and any comment by the management of the Company.
In accordance with section 129 AktG, the attendance list must be made accessible to all attendees at the Annual General Meeting before the first vote. As required by section 129 AktG, the attendance list contains the personal data specified in section 129 for the attendees at the Annual General Meeting and for the shareholders represented, including name and place of residence, the number of shares represented by each attendee and the class of such shares. On request, any shareholder must be permitted to inspect the attendance list for a period of two years after the Annual General Meeting.
The personal data is stored in accordance with statutory requirements and is deleted once the relevant record retention requirements no longer apply. The processing of personal data is essential to participation in the Annual General Meeting and to the exercising of the shareholder’s rights. The legal basis for processing is Article 6 (1) c) GDPR.
The service providers engaged by the Company to organise the Annual General Meeting receive from the Company only the personal data that they need to perform the services for which they have been engaged, and they process the data solely in accordance with the instructions given by the Company as controller.
Provided the relevant statutory requirements are met, data subjects have a right of access (Article 15 GDPR), right to rectification (Article 16 GDPR), right to restriction (Article 18 GDPR), right to object (Article 21 GDPR), right to portability (Article 20 GDPR) and right to erasure (Article 17 GDPR) in respect of their personal data. Data subjects may assert these rights free of charge vis-à-vis DEUTZ AG using the following contact details:
DEUTZ AG
Mr Werner Becker
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
Phone: +49 (0)221 822 6702
Fax: +49 (0)221 822 156 702
Email: datenschutz@deutz.com
Shareholders and their representatives have a right to lodge a complaint with the data protection supervisory authority pursuant to Article 77 GDPR. Shareholders and their representatives can also contact our data protection officer using the contact details provided above.
Cologne, March 2019
DEUTZ AG
The Board of Management
No resolutions will be adopted in respect of agenda item 1.
On 7 March 2019, the annual and 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. the 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, the reports of the Board of Management and the report of the Supervisory Board must be presented to 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 on which 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 on which this Annual General Meeting was convened
There are no requests for additions.
As of today, DEUTZ has not received any counterproposals or election nominations.
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. At the request of any shareholder at the Annual General Meeting
Section 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:
- 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;
- to the extent that such information relates to tax valuations or the amount of certain taxes;
- 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;
- 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;
- if provision thereof would render the management board criminally liable.The provision of information may not be refused for other reasons.
- 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.
- 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.
Section 293g Conducting the Annual General Meeting
(1) The documents specified in section 293f (1) shall be made available at the Annual General Meeting.
(2) The Board of Management shall explain the company agreement orally at the beginning of the meeting. It must be appended to the minutes.
(3) Information must be provided to any shareholder at the Annual General Meeting, if requested, on all matters relating to the other party to the agreement that are of material importance to the conclusion of the agreement.
In the interests of all attendees, we will be taking security precautions that are usual for this type of meeting, for example security gates at the entrance to the venue. Please do not bring any dangerous items, such as knives or scissors, as we will have to confiscate these until you leave the Annual General Meeting again. We trust that you appreciate the necessity of these arrangements. Please note that, despite the Company's extensive preparations, there may possibly be delays at the entrance to the venue.