Investor Relations

Agenda items with decision

ITEM 2

Appropriation of net profit

The executive board and the supervisory board propose to appropriate the net profit of CropEnergies AG for the 2016/17 financial year of EUR26,507,035.72 as follows:
Distribution of a dividend of
EUR0 0.30 per share based on
87,250,000 no-par-value shares
EUR 26,175,000.00
Carried forward to new account
(profit carried forward)
EUR 332,035.72
Net profitEUR 26,507,035.72
The number of no-par-value shares entitled to dividends may change by the time of the Annual General Meeting. In that case, an adjusted recommendation regarding the appropriation of profits will be submitted to the Annual General Meeting, which provides for an unchanged dividend per no-par-value share entitled to dividends, and a corresponding adjusted profit carried forward.
According to § 58 (section 4 sentence 2) AktG (Companies Act), the claim to payment of the dividend is due on the third business day that follows the resolution by the annual general meeting, hence on 21 July 2017.

ITEM 3

Approval of the members of the executive board

Approval of the members of the executive board for the 2016/17 financial year:
The supervisory board and the executive board recommend that the actions of the executive board members be approved for the 2016/17 financial year.

ITEM 4

Approval of the members of the supervisory board

Approval of the members of the supervisory board for the 2016/17 financial year:
The executive board and the supervisory board recommend that the actions of the supervisory board members be approved for the 2016/17 financial year.

ITEM 5

Elections to the supervisory board

The end of the annual general meeting held on 18 July 2017 also signifies the end of the mandates of all members of the supervisory board. Therefore, the annual general meeting will be required to re-appoint the supervisory board.
According to § 8 (section 1) of the CropEnergies AG articles of association, the supervisory board consists of six members. Pursuant to § 96 (section 1) and § 101 (section 1) AktG, the supervisory board is composed solely of supervisory board members of the shareholders.
The supervisory board - based on a corresponding recommendation submitted by the nomination committee - hereby announces the following proposed candidates on the basis of the requirements of the German Corporate Governance Code of Conduct and in consideration of the objectives designated by the supervisory board with regard to its composition.
The supervisory board recommends that the following individuals, who are already members of the supervisory board, be re-elected to the supervisory board as shareholder representatives until the end of the annual general meeting that makes a decision regarding the approval for the fourth financial year after the beginning of the mandate (whereby the financial year in which the mandate begins is not included):
Prof. Dr. Markwart Kunz
Braunschweig (Germany)
Former Member of the Management Board of Südzucker AG
Membership in other statutory German supervisory boards
None
Membership in comparable German or foreign supervisory bodies
None
Information pursuant to Section 5.4.1 of the German Corporate Governance Code of Conduct:
In the assessment of the supervisory board, Prof. Dr. Markwart Kunz does not maintain any personal or business relationships with CropEnergies AG or its group companies, the executive bodies of CropEnergies AG or a major shareholder of CropEnergies AG, the disclosure of which is recommended according to Section 5.4.1 of the German Corporate Governance Code of Conduct.
Thomas Kölbl
Speyer (Germany)
Member of the Management Board of Südzucker AG
Membership in other statutory German supervisory boards
- EUWAX Aktiengesellschaft, Stuttgart (Germany)
- K+S Aktiengesellschaft, Kassel (Germany)
Membership in comparable German or foreign supervisory bodies
- Boerse Stuttgart GmbH, Stuttgart (Germany)
- AGRANA Internationale Verwaltungs- und Asset-Management GmbH, Vienna (Austria)*
- AGRANA Stärke GmbH, Vienna (Austria)*
- AGRANA Zucker GmbH, Vienna (Austria)*
- ED&F MAN Holdings Limited, London (United Kingdom)*
- Freiberger Holding GmbH, Berlin (Germany)*
- PortionPack Europe Holding B. V., Oud-Beijerland (Netherlands), (Chairman)*
- Raffinerie Tirlemontoise S.A., Brussels (Belgium)*
- Saint Louis Sucre S.A.S., Paris (France)*
- Südzucker Polska S.A., Breslau (Poland)*
- Südzucker Versicherungs-Vermittlungs-GmbH, Mannheim (Germany), (Chairman)*
Information pursuant to Section 5.4.1 of the German Corporate Governance Code of Conduct:
Thomas Kölbl is a member of the Management Board of Südzucker AG, which is the company's majority shareholder.
* Membership which a legal representative of a controlling company of a group holds in companies belonging to the group (membership in group bodies).
Dr. Hans-Jörg Gebhard
Eppingen (Germany)
Self-employed farmer in Eppingen and Chairman of the Executive Board of the Verband Süddeutscher Zuckerrübenanbauer e. V. (Association of South German Sugar Beet Growers)
Membership in other statutory German supervisory boards
- Südzucker AG, Mannheim (Germany), (Chairman)
- GoodMills Deutschland GmbH, Hamburg (Germany)
Membership in comparable German or foreign supervisory bodies
- AGRANA Beteiligungs-Aktiengesellschaft, Vienna (Austria)
- AGRANA Zucker, Stärke und Frucht Holding AG, Vienna (Austria), (Second Deputy Chairman)
- Freiberger Holding GmbH, Berlin (Germany)
- Raffinerie Tirlemontoise S.A., Brussels (Belgium)
- Saint Louis Sucre S.A.S., Paris (France)
- Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG, Stuttgart (Germany), (Chairman)
- Vereinigte Hagelversicherung VVaG, Gießen (Germany)
- Z & S Zucker und Stärke Holding AG, Vienna (Austria)
Information pursuant to Section 5.4.1 of the German Corporate Governance Code of Conduct:
Dr. Hans-Jörg Gebhard is the Chairman of the Supervisory Board of Südzucker AG, which is the company's majority shareholder, as well as the Chairman of the Supervisory Board of Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG, which in turn is the majority shareholder of Südzucker AG.
Dr. Wolfgang Heer
Ludwigshafen am Rhein (Germany)
Chief Executive Officer of Südzucker AG
Membership in other statutory German supervisory boards
None
Membership in comparable German or foreign supervisory bodies
- AGRANA Beteiligungs-Aktiengesellschaft, Vienna (Austria), (First Deputy Chairman)*
- AGRANA Zucker, Stärke und Frucht Holding AG, Vienna (Austria), (Chairman)*
- ED&F MAN Holdings Limited, London (United Kingdom)*
- Freiberger Holding GmbH, Berlin (Germany), (Chairman)*
- PortionPack Europe Holding B. V., Oud-Beijerland (Netherlands)*
- Raffinerie Tirlemontoise S.A., Brussels (Belgium)*
- Saint Louis Sucre S.A.S., Paris (France)*
- Südzucker Polska S.A., Breslau (Poland), (Deputy Chairman)*
- Z & S Zucker und Stärke Holding AG, Vienna (Austria), (Deputy Chairman)*
Information pursuant to Section 5.4.1 of the German Corporate Governance Code of Conduct:
Dr. Wolfgang Heer is the Chief Executive Officer of Südzucker AG, which is the company's majority shareholder.
* Membership which a legal representative of a controlling company of a group holds in companies belonging to the group (membership in group bodies).
Franz-Josef Möllenberg
Rellingen (Germany)
Former Chairman of the union Nahrung-Genuss-Gaststätten
Membership in other statutory German supervisory boards
- Südzucker AG, Mannheim (Germany), (First Deputy Chairman)
Membership in comparable German or foreign supervisory bodies
None
Information pursuant to Section 5.4.1 of the German Corporate Governance Code of Conduct:
Herr Franz-Josef Möllenberg is the First Deputy Chairman of the Supervisory Board of Südzucker AG, which is the company's majority shareholder.
Norbert Schindler
Bobenheim am Berg (Germany)
Self-employed farmer and winegrower in Bobenheim am Berg, and a member of the German Bundestag
Membership in other statutory German supervisory boards
None
Membership in comparable German or foreign supervisory bodies
- Kreissparkasse Bad Dürkheim, Bad Dürkheim (Germany)
Information pursuant to Section 5.4.1 of the German Corporate Governance Code of Conduct:
In the assessment of the supervisory board, Norbert Schindler does not maintain any personal or business relationships with CropEnergies AG or its group companies, the executive bodies of CropEnergies AG or a major shareholder of CropEnergies AG, the disclosure of which is recommended according to Section 5.4.1 of the German Corporate Governance Code of Conduct.
The supervisory board has confirmed that all of the proposed candidates are able to devote the expected amount of time for this office.
Additional information regarding the proposed candidates can be found in the candidates' curricula vitae:
Download curricula vitae
Prof. Dr. Markwart Kunz (PDF, 57.53 KB)
Thomas Kölbl (PDF, 67.21 KB)
Dr. Hans-Jörg Gebhard (PDF, 90.46 KB)
Dr. Wolfgang Heer (PDF, 66.38 KB)
Franz-Josef Möllenberg (PDF, 54.72 KB)
Norbert Schindler (PDF, 57.8 KB)
It is intended that Prof. Dr. Kunz be proposed as the Chairman of the Supervisory Board again.
It is also intended to leave it up to the annual general meeting to make decisions regarding the candidates by way of an individual vote.

ITEM 6

Election of the auditor and the group auditor for the 2017/18 financial year, and the auditor for the possible audit review of financial information generated during the course of the year

Based on the recommendation of the audit committee, the supervisory board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, be elected as auditor and group auditor for the 2017/18 financial year, and as auditor for a possible audit review of financial information generated during the course of the year for the 2017/18 financial year and for the 1st quarter of the 2018/19 financial year.

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