Participation and exercise of voting rights
Conditions for participation in the annual general meeting and for exercising voting rights
Only those shareholders who register with the company at the following address:
c/o Deutsche Bank AG
- General Meetings -
Postfach 20 01 07
Fax.: +49 (0) 69/ 12012-86045
by no later than 11 July 2017 (24:00 hours) and provide evidence from their custodian bank that they were shareholders of the company at the start of the 21st day prior to the annual general meeting, i.e. at 0:00 hours on 27 June 2017 (record date), shall be entitled to participate in the annual general meeting and to exercise voting rights. Like the registration, proof of ownership of shares of the company must reach the company at the above address by no later than 11 July 2017 (24:00 hours). Registrations and proof of share ownership must be submitted in either German or English. Proof of ownership may be provided in text form.
After the registration applications and proof of share ownership are received by the aforementioned registration office of CropEnergies AG in a timely manner, shareholders will be sent admission cards for the annual general meeting by the registration office. In order to ensure that admission cards are received in good time, we kindly ask shareholders to request an admission card from their custodian bank as early as possible. In this case, the necessary application and the proof of share ownership will be submitted by the custodian bank. Admission cards are only used for organisational purposes and do not constitute additional terms of participation.
The record date is the relevant date for the number of shares held and the exercise of the participation and voting rights at the annual general meeting. In relation to the company, only those shareholders who provide proof of share ownership at the record date are entitled to participate in the annual general meeting and exercise their voting rights. Changes in the number of shares held after the record date are not relevant. Shareholders who acquired their shares after the record date are not entitled to participate in the annual general meeting, unless they have been authorised in this respect, or have been authorised to exercise legal rights. Shareholders who have registered and provided the relevant proof of ownership as required are still entitled to participate in the annual general meeting and exercise their voting rights even if they sell their shares after the record date. The record date places no restrictions on the sale of shares and is not a relevant date for any dividend entitlement.
Process for voting by proxy
Shareholders may exercise their voting rights at the annual general meeting via a proxy, such as the custodian bank, a shareholders' association or other persons of their choice. The following should be noted with regard to this process:
Timely registration and proof of share ownership are also required in the case of a proxy. If the shareholder appoints more than one person as a proxy, the company may reject one or more of the persons appointed.
Proxy appointments, revocations and evidence of proxy authorisation must be provided to the company in text form. If no intention to the contrary is indicated, the shareholder's attendance at the annual general meeting in person will be deemed to revoke a previously issued proxy authorisation.
When granting proxy to banks, shareholders' associations or equivalent institutions, companies and persons as defined in § 135 (section 8) and (section 10) AktG, it is generally necessary to observe particular rules which can be obtained from the party to be granted proxy. We would therefore kindly ask shareholders who intend to grant proxy to a bank, a shareholders' association or an equivalent institution, company or person as defined in § 135 (section 8) and (section 10) AktG to agree the form of proxy with the intended recipient in advance.
Evidence of proxy authorisation can be submitted to the company at the following address:
c/o Computershare Operations Center
Fax: +49 (0) 89 30903-74675
Proxy may be granted using the form provided to shareholders along with their admission card after their registration application is received.
Procedure for votes submitted by authorised representatives of the company
This year, the company is again providing shareholders with the opportunity to grant proxy to the authorised representatives nominated by the company prior to the annual general meeting, who are obliged to exercise voting rights in accordance with shareholders' instructions. Shareholders who wish to grant proxy to the representatives nominated by the company may also use the form provided to them along with their admission card after their registration application is received. If proxy is granted to the representatives nominated by the company, these representatives must be provided with express instructions on the items for resolution. The representatives are bound to vote in accordance with the instructions received from shareholders; they may not exercise the voting rights at their own discretion
The representatives appointed by the company cannot vote on motions on procedure at the annual general meeting, counterproposals presented for the first time at the annual general meeting or other motions by shareholders within the meaning of § 126 AktG and proposals within the meaning of § 127 AktG that are not properly announced in advance of the annual general meeting . Similarly, the representatives appointed by the company cannot accept any instructions concerning requests to speak, asserting objections to resolutions by the annual general meeting, or raising questions or motions.
The grant of proxy to the representatives nominated by the company, the revocation of such proxy and evidence of proxy authorisation must be provided to the company in text form. The necessary documents and information will be provided to shareholders together with their admission card.
Shareholders who have registered may attend the annual general meeting in person also after granting proxy to the representatives nominated by the company.
Please send proxy appointments and instructions to the representatives nominated by the company by post or fax to the following address to be received by no later than 17 July 2017 (18:00 hours):
c/o Computershare Operations Center
Fax: +49 (0) 89 30903-74675
Internet-based proxy and instruction system
Submission of proxy appointments and instructions, revocation of proxy appointments and evidence of proxy in electronic form
Proxy appointments and instructions, proxy revocations and evidence of proxy authorisation may also be submitted to the company electronically via the company's internet-based proxy and instruction system. This system is accessible to shareholders at
[Internet-based proxy and instruction system (German Version)]
This website also contains information on how to use the tool. The following deadlines apply for proxy appointments/instructions submitted via this system:
Please consider that if we should receive proxies/instructions in different ways with diverging proxies/instructions, we will prioritise the one received via proxy-voting, unless it is obvious that this proxy/instruction was withdrawn by a proxy/instruction at a later date. This remark takes priority over the annotations made about this issue in the proxy-voting-system.
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