Annual General Meeting 2021

Virtual Annual General Meeting 2021

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Annual general meeting 2021

The Virtual Annual General Meeting for the 2020/21 financial year was held on Tuesday, 13th of July, 2021, at 10:00 a.m. (CEST) in Mannheim, Germany.

The English translation is provided for convenience only and should not be relied upon exclusively. The German version of the invitation is definitive and takes precedence over this translation.

Invitation



Agenda

Note

On the basis of § 1 of the Law regarding Measures under Corporate, Cooperative, Association, Foundation and Condominium Legislation to Combat the Impact of the COVID-19 Pandemic from 27 March 2020, in the version of the Law for the Further Reduction of the Discharge Process and for the Adjustment of Pandemic-Related Provisions under the Corporate, Cooperative, Association and Foundation Legislation and the Rental and Lease Legislation from 22 December 2020, the validity of which was extended to 31 December 2021 by the Regulation to Extend the Measures under Corporate, Cooperative, Association and Foundation Legislation To Combat the Impact of the COVID-19 Pandemic from 20 October 2020 (“COVID-19 Law”), the regular annual general meeting will be held as a virtual annual general meeting without the physical presence of the shareholders and their proxies (with the exception of the company's representatives) as per a resolution by the executive board and with the consent of the supervisory board.

Shareholders and their proxies (with the exception of the company's representatives) are not entitled or able to attend the annual general meeting in person.

Please note the information in Section IV. under “Additional information regarding the annual general meeting”.

The entire annual general meeting will be broadcast live (audio and video) to properly registered shareholders (or their proxies) in the internet-supported electronic shareholder portal of CropEnergies AG, which can be accessed through the company's website at

www.cropenergies.com (column: Investor Relations/Annual General Meeting)

The venue for the annual general meeting as defined by the Companies Act (Aktiengesetz) is the Congress Center Rosengarten, Rosengartenplatz 2, 68161 Mannheim.

ITEM 1 - Presentation of the financial statements

Presentation of the adopted annual financial statements and the management report (including the explanatory report on disclosures in accordance with § 289a (section 1) of the German Commercial Code (HGB)) for the 2020/21 financial year, the approved consolidated financial statements and the group management report (including the explanatory report on disclosures in accordance with § 315a (section 1) HGB) for the 2020/21 financial year and the report of the supervisory board.

The supervisory board has already approved the annual financial statements and consolidated financial statements presented by the executive board at its meeting on 17 May 2021; the annual financial statements have therefore been adopted. In accordance with the statutory provisions, no resolution will be passed on this agenda item.

ITEM 2- Resolution regarding the appropriation of the net profit

The executive board and the supervisory board propose to appropriate the net profit of CropEnergies AG for the 2020/21 financial year of € 44,848,228.53 as follows:

Distribution of a dividend of € 0.35 per share based on 87,250,000 no-par-value shares 30.537.500,00 €
Allocation to revenue reserves 14.000.000,00 €
Carried forward to new account
(profit carried forward)
310.728,53 €
Net profit 44.848.228,53 €

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) of the 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 16 July 2021.

Total number of shares and voting rights at the time the annual general meeting is convened

At the time the annual general meeting is convened, the share capital of the company amounts to € 87,250,000.00 and is divided into 87,250,000 no-par-value shares, each of which entitles the holder to one vote at the annual general meeting. Accordingly, the total number of shares and voting rights at the time the annual general meeting is convened is 87,250,000. The company does not hold any own shares at the time the annual general meeting is convened.

ITEM 3 - Adoption of a resolution regarding the approval of the members of the executive board for the 2020/21 financial year

The supervisory board and the executive board propose that the members of the executive board are approved for the 2020/21 financial year.

ITEM 4 - Adoption of a resolution regarding the approval of the members of the supervisory board for the 2020/21 financial year

The executive board and the supervisory board propose that the members of the supervisory board are approved for the 2020/21 financial year.

ITEM 5 - Adoption of a resolution regarding the election of the auditor and the group auditor for the 2021/22 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 pursuant to Art. 16 section 2 of the Regulation (EU) No. 537/2014 of the European Parliament and the Council from 16 April 2014 (EU Auditor Regulation), the supervisory board proposes that PricewaterhouseCoopers GmbH WirtschaftsprĂĽfungsgesellschaft, Frankfurt am Main is appointed as the auditor and group auditor for the 2021/22 financial year, and as the auditor for a possible audit review of financial reports generated during the course of the year for the 2021/22 financial year and for the first quarter of the 2022/23 financial year.

In its recommendation, the audit committee stated that the recommendation was not unduly influenced by third parties, and that it was not subject to a clause of the type noted in Art. 16 (section 6) of the EU Auditor Regulation.

ITEM 6 - Adoption of a resolution regarding the approval of the new remunera-tion system for members of the executive board

In accordance with § 120a (section 1 sentence 1) of the Companies Act in the version of the Law to Implement the Second Shareholders’ Rights Directive (ARUG II) from 12 December 2019, the annual general meeting adopts a resolution regarding the approval of the remuneration system for members of the executive board, which is submitted by the supervisory board, every time a major change is made to the remuneration system, but at minimum every four years.

Taking into account the requirements of § 87a in connection with § 87 of the Companies Act, on 17 May 2021 the supervisory board adopted the remuneration system for members of the executive board of CropEnergies AG that is described in the annex to this agenda item 6 in Section III. para. 1 of this invitation.

The supervisory board proposes that this remuneration system for members of the CropEnergies AG executive board is approved.

ITEM 7 - Adoption of a resolution regarding the remuneration for members of the supervisory board

According to § 113 (section 3) of the Companies Act, in the version of the ARUG II, the annual general meeting must adopt a resolution regarding the remuneration for members of the supervisory board at minimum every four years. The adoption of the resolution relates both to the remuneration system for members of the supervisory board submitted to the annual general meeting, as well as the specific definition of the remuneration for members of the supervisory board, whereby a resolution that confirms the remuneration is permissible.

The current remuneration for members of the supervisory board and the underlying remuneration system follows from § 12 of the CropEnergies AG articles of association. The provision in the articles of association and the remuneration system are outlined in the annex to this agenda item 7 in Section III. para. 2 of this invitation.

The executive board and the supervisory board believe that the remuneration for the members of the supervisory board as defined in § 12 of the company's articles of association continues to be commensurate and should remain unchanged.

The executive board and the supervisory board recommend that the remuneration for the members of the supervisory board, as defined in § 12 of the articles of association and described in the annex to agenda item 7, is confirmed.

ITEM 8 - Adoption of a resolution regarding the amendment of § 2 (section 1) of the articles of association (Business Purpose)

The Business Purpose in § 2 (section 1) of the articles of association of CropEnergies AG is to be partially revised. This amendment serves to specify the Business Purpose and addresses the continued development of the company's strategic direction. It is not associated with a general change in the Business Purpose. The provisions in § 2 (section 2 and section 3) of the articles of association pertaining to the Business Purpose are not amended.

The executive board and supervisory board recommend the adoption of the following:

§ 2 (section 1) of the articles of association of CropEnergies AG is amended to read as follows:

“(1) The Business Purpose concerns the purchase, holding and management of participating interests in, and the establishment of, other companies that are directly or indirectly involved in the production and distribution of ethanol (ethyl alcohol) and its secondary products as well as other products that are made of renewable raw materials, in particular agricultural and non-agricultural biomass, including the production and distribution of by-products. The company may also become independently active in the aforementioned areas.”

ITEM 9 - Adoption of a resolution regarding the expansion of the company's au-thorisation to purchase and utilise own shares and the exclusion of the shareholders’ pre-emptive right

The authorisation to purchase own shares that was granted with regard to agenda item 8 of the annual general meeting of 14 July 2020 pursuant to § 71 (section 1 number 8) of the Companies Act is to be expanded to the effect that own shares can be used for the performance-based share programme (Share Performance Plan) in the context of the new remuneration system for the executive board.

Therefore the supervisory board and the executive board recommend the adoption of the following:

The following para. (4) is added to the resolution adopted by the annual general meeting of 14 July 2020 with regard to agenda item 8 (Creation of a new authorisation to purchase own shares including the use in exclusion of the pre-emptive right) (agenda items and voting results can be accessed on the CropEnergies AG website at https://www.cropenergies.com/de/investor-relations/hauptversammlung/2020), in lit. c):

“The executive board is authorised to use the purchased own shares for all legally permissible purposes in a manner other than a disposal through the stock exchange or an offer to all shareholders in exclusion of the shareholders’ pre-emptive right; in particular, it may

(4) with the approval of the supervisory board and in exclusion of the shareholders’ pre-emptive right, use them for the purpose of the performance-based share programme (Share Performance Plan) in the context of the new remuneration system for the executive board, as described in the annex to agenda item 6 of this invitation, and for this purpose may hold them in a separate securities account for the duration of the vesting periods described in the annex to agenda item 6, and may transfer the contractually owed amount to the respective executive board member following the expiry of the respective vesting period.

The vesting period is three years, and the number of shares allocated to the executive board member at the beginning of the respective vesting period will be based on the target remuneration for the multi-year variable remuneration that has been defined for the respective member by the supervisory board. The number of shares to which the member of the executive board is entitled following the expiry of the respective vesting period mainly depends on the extent to which the financial target for the Return on Capital Employed (ROCE – see glossary in the annex to agenda item 6) as defined by the supervisory board for the CropEnergies AG group was actually achieved. The shares to which the member of the executive board is entitled are subsequently transferred to the member's personal securities accounts to be used as he or she sees fit.

Additional details can be found in the annex to agenda item 6 (in Section IV. para. 4) of this invitation.”

The report by the executive board regarding the exclusion of the shareholders’ statutory pre-emptive right pursuant to §§ 71 (section 1 number 8), 186 (section 4 sentence 2) of the Companies Act is printed as an annex to agenda item 9 in Section III under para. 3 of this invitation.

Annexes to agenda items 6, 7 and 9

Annex to agenda item 6: Description of the new remuneration system for members of the executive board

I. Purpose of the executive remuneration system and connection to strategy

The purpose of the new remuneration system for the executive board of CropEnergies AG is to ensure that the members of the executive board are remunerated in line with their duties and their performance. At the same time, it is also supposed to offer increased incentives for sustainable business management and a sustained increase in the company's value. The new executive remuneration system consists of four components: a fixed basic remuneration that is independent of performance and that is payable monthly, a one-year performance-based variable remuneration and a multi-year performance-based variable remuneration; the usual non-monetary fringe benefits are also provided in addition to the above. The targets and the business target values for the one-year and multi-year variable remuneration are derived from the group planning for CropEnergies AG. The strategic targets are based on sustainability aspects, which creates incentives for business management that aims for long-term growth and sustained engagement. The sustainability aspect is also highlighted by the fact that the multi-year variable remuneration accounts for over half of the variable compensation components; it means that the long-term variable remuneration is accorded more importance than the short-term remuneration, which also requires (and is supposed to motivate) the executive board members to be committed to sustainable business management. The introduction of malus and claw-back provisions strengthen the position of the supervisory board in the case of gross breaches of obligations by members of the executive board.

II. Process for calculating, implementing and auditing the remuneration for the executive board

The supervisory board defines the executive remuneration system in accordance with the provisions of §§ 87a, 87 (section 1) of the Companies Act.

The supervisory board submits the remuneration system to the annual general meeting for approval. If the annual general meeting does not approve the remuneration system that has been submitted for a vote, the supervisory board will submit a reviewed remuneration system for approval pursuant to § 120a (section 3) of the Companies Act no later than at the next regular annual general meeting.

In the event of major changes to the remuneration system - but at minimum every four years - the supervisory board will submit the remuneration system to the annual general meeting for approval in accordance with § 120a (section 1 sentence 1) of the Companies Act.

The remuneration is regularly reviewed by the supervisory board. The criteria for the appropriateness of the remuneration consist of the tasks of the various members of the executive board and their personal performance and also the overall performance of the executive board, as well as the economic situation, the success and future outlook of the company, and finally the habitualness of the remuneration taking into account the peer environment. The remuneration data of relevant companies from the S-DAX is used for market comparison purposes, taking into account the fact the CropEnergies AG is part of the Südzucker AG group of companies. The selection of comparison companies primarily depends on their placement in the stock exchange (stock exchange segment), their industry and their size. In addition, the supervisory board also follows the recommendations of the German Corporate Governance Code, unless indicated otherwise in the statement of compliance pursuant to § 161 of the Companies Act. If required, the supervisory board may engage external advisors for this purpose. The independence of the external advisors will be taken into account by the executive board and the company during the selection process.

To prevent conflicts of interest, the members of the supervisory board and all committees are obliged to notify the chairperson of the supervisory board of all conflicts of interest. In the event of a conflict of interest, the members of the supervisory board do not participate in the adoption of resolutions regarding the relevant agenda items in the supervisory board or in the respective committees. Where conflicts of interest are not of a merely temporary nature, it leads to the termination of the supervisory board mandate.

The present remuneration system for members of the executive board applies in all cases for all executive board members of CropEnergies AG who have been appointed at the company since 1 March 2021. Current members of the executive board can transition into the new remuneration system. The transition into the currently valid remuneration system is mandatory if the employment contracts of the current executive board members are extended.

III. Defining the specific maximum remuneration

In accordance with the remuneration system, the supervisory board defines the target and maximum remuneration for members of the executive board for each upcoming financial year (§ 87a (section 1 number 1) Companies Act). The target remuneration refers to the amount that is paid as the variable remuneration component in addition to the fixed salary (or in the case of the multi-year variable remuneration: that is paid by the transfer of shares), if the executive board achieves all of the targets that have been set. On the other hand, the maximum remuneration describes the sum of all remuneration components including other non-monetary fringe benefits and the retirement expenses (“maximum remuneration”); it is defined by the supervisory board as the maximum amount that can be paid out for each financial year.

The guideline for defining the maximum remuneration is that the members of the executive board are compensated in line with their tasks and performance as well as the company's position, and that the remuneration does not exceed the customary remuneration unless this is justified by special reasons. Moreover, during the calculation of the remuneration amount, the supervisory board also ensures that the portion of long-term variable remuneration components is larger than that of the short-term remuneration components, so that the remuneration structure provides long-term incentives for the executive board and promotes the sustainable business strategy and growth of CropEnergies AG.

With regard to the amount of the target and maximum remuneration, the supervisory board is encouraged to give reasonable consideration to the function and responsibility area of each executive board member. This means that the supervisory board may make function-specific distinctions according to its best judgement, whereby parameters such as the task and business area, the experience of the relevant member of the executive board and consistency with market standards must be considered. In this context, the supervisory board will see to it that the variable remuneration components will not be significantly less than half of the total remuneration, i.e. the sum of fixed salary, variable remuneration and other non-monetary fringe benefits, and that the long-term variable remuneration is weighted higher than the short-term variable remuneration.

The maximum remunerations are defined and adjusted on the basis of the market comparison described above (horizontal comparison).

According to the comparison that is made, the maximum remuneration is defined by the supervisory board as follows: the maximum remuneration for the CEO is EUR 939,400.00, the maximum remuneration for the CTO is EUR 745,400.00, and the maximum remuneration for the CSO is EUR 664,800.00. The maximum remunerations always relate to the sum of all payments and other non-monetary benefits in a financial year.

Approximately 23% of the above maximum remunerations can only be achieved if the value of the CropEnergies AG share increases, which means that they do not create an additional burden for the company's liquidity (cf. explanations in Section IV. under paras. 4.3 and 4.5).

IV. Remuneration elements in detail

In general, the remuneration for the executive board consists of fixed components (not based on performance) and variable performance-based components.

The remuneration components that are not based on performance comprise the fixed salary, other fringe benefits and the pension commitment.

The variable performance-based remuneration components consist of a one-year variable remuneration and a multi-year variable remuneration.

In order to promote the sustainable and long-term business strategy and growth of CropEnergies AG and to provide the requisite incentives for members of the executive board, the fixed salary only accounts for 47% to 50% of direct receipts (variable target remuneration including fixed salary), the one-year variable target remuneration accounts for 23% to 24% and the multi-year variable target remuneration makes up 27% to 30% of direct receipts.

The variable remuneration elements are supposed to function as both an opportunity and a necessary correction of the executive board’s overall remuneration, when certain targets are not reached. The variable remuneration is forfeited if the set targets are not achieved up to a certain minimum level set by the supervisory board. Where the member of the executive board has knowingly breached his or her obligations, the supervisory board may reduce the variable remuneration down to zero (malus), or it may request that it is paid back (claw-back). If the targets are significantly exceeded, the gross payment of the short-term variable remuneration is limited to 130%, and the gross value of the long-term variable remuneration to 300%, of the target remuneration defined by the supervisory board, which presumes a target attainment of 100%.

  1. Fixed salary
    The members of the executive board receive an annual fixed salary in the form of cash remuneration that is based on the task and responsibility area of the member of the executive board and that is paid in twelve equal instalments.
  2. Remuneration in kind and other fringe benefits
    Each member of the executive board also receives the following benefits in kind and fringe benefits:
    • Company car that is also available for private use
    • Luggage insurance
    • D&O insurance with an excess pursuant to § 93 (section 2 sentence 3) of the Companies Act
    • Accident insurance
    • Participation in preventive health care measures
    In the context of the maximum remuneration, the member of the executive board may also receive the customary contributions to social insurance premiums and insurance products with favourable tax treatment.
  3. One-year variable compensation
    The performance-based one-year variable remuneration (“EVV”) follows from the achievement of a business target (here: an EBITDA defined by the supervisory board for the CropEnergies AG group of companies (cf. glossary at the end of this section)), and the achievement of strategic targets. These two target achievement values are multiplied with the target remuneration (“EVV target remuneration”) that the supervisory board defines for each member of the executive board at the beginning of a financial year. The result of this multiplication is the payment amount of the EVV (calculation examples can be found in para. 3.4).
    At the beginning of each financial year, the supervisory board discusses the target values for the EBTIDA and the strategic targets with the entire executive board; they are subsequently defined by the supervisory board at its discretion and forwarded to the member of the executive board in the form of a target notification.
    • 3.1 EBITDA as a business target
      At the start of each financial year, the supervisory board, with the agreement of the entire executive board, defines a target value, a minimum value and a maximum value for the group EBITDA that is supposed to be achieved in that financial year.
      The target value reflects a 100% target achievement level, while the minimum and maximum level represent a 50% and 130% target achievement level, respectively (overfulfilment being a so-called “outperformance”).
      If the minimum value for the EBITDA is not achieved, the EVV is omitted even if the strategic objectives are met. In the bandwidth between the minimum and the target value, and between the target and the maximum value, the payment is calculated on a linear basis.
      The consolidated financial statements for CropEnergies AG approved by the supervisory board form the basis for calculating the actually achieved EBITDA. Subsequent changes to the consolidated financial statements that are the result of external tax audits or other reasons do not affect any findings that have already been concluded.
    • 3.2 Strategic targets
      The strategic targets are based on (among others, but not exclusively) the contributions towards the sustained growth of the CropEnergies AG group of companies as well as stakeholder interests, and other sustainability criteria, in particular the continued development of the Environmental Social Governance (ESG) and the Corporate Social Responsibility (CSR) in the CropEnergies AG group of companies. After the end of the financial year, the supervisory board defines the level of target achievement after hearing the executive board. Differently from the EBITDA, the target achievement levels for the strategic targets are not converted into percentages but rather into a multiplier (“modifier”). This modifier ranges from 0.8 to 1.2, whereby the number 1.0 reflects a target achievement level of 100%.
    • 3.3 Maximum EVV
      The maximum factor for the EBITDA that can be used for the calculation is 130%. This means that the maximum EVV that can be paid out is 130% of the EVV target remuneration, multiplied by the maximum target achievement level for the strategic targets (1.2), i.e. 156% of the EVV target remuneration (130% x 1.2 = 156%).
    • 3.4 Calculation examples (fictitious values)
      Premises of examples 1 to 4:
      EVV target remuneration in EUR Minimum value EBITDA Target EBITDA Maximum value EBITDA Modifier
        PL: 50% PL: 100% PL: 130%  
      100.000,00 EUR 80 million EUR 110 million EUR 150 million 1,2

      PL= Payment level, measured by EVV target remuneration

      • Example 1: EBITDA actually achieved is less than € 80 million
        Result: no EVV payable since the minimum value for the target EBITDA was not reached
      • Example 2: The actually achieved EBITDA is EUR 80 million
        Calculation formula: (EVV target remuneration (100,000.00) x 50% = 50,000.00) x 1.2 = €60,000.00
        Result: The EVV amount payable is EUR 60,000.00.
      • Example 3: The actually achieved EBITDA is EUR 140 million The actual target achievement value is between the target EBITDA (EUR 110 million) and the maximum value (EUR 150 million). This means that - due to the achievement of the target EBITDA of EUR 110 million - the already achieved 100% payment level (= EUR 100,000.00) must be increased proportionally by the percentage by which the target EBITDA was exceeded.
        Calculation formula: (EVV target remuneration (100,000.00) x 122.5% = 122,500.00) x 1.2 = EUR 147,000.00
        Explanation: Of the maximum EUR 150 million (which would trigger a payment of EUR 130,000.00), EUR 140 million were actually achieved. This corresponds to a payment level of 122.5% compared to the maximum 130% target remuneration. The result must then be multiplied with the modifier.
        Result: The EVV amount payable is EUR 147,000.00.
      • Example 4: The actually achieved EBITDA is EUR 90 million
        The actual target achievement value is between the minimum value (EUR 80 million) and the target EBITDA (EUR 110 million). This corresponds to a payment level of 67% compared to 100% of the target remuneration at EUR 110 million. The result must then be multiplied with the modifier.
        Calculation formula: (EVV target remuneration (100,000.00) x 67% = 66,667.00) x 1.2 = EUR 80,000.00
        Result: The EVV amount payable is EUR 80,000.00.
         
  4. Multi-year variable remuneration
    In addition to the fixed salary and the EVV, the members of the executive board also receive a multi-year variable remuneration (“MVV”).
    • 4.1 Performance-based share programme
      The MVV consists of participation in a performance-based share programme (Performance Share Plan) that has been established by the supervisory board in the form of a share package, which the company purchases for each member of the executive board at the beginning of the financial year (or at the beginning of the employment if hired during the year) and that is kept in a securities account of the company over a period of three years (“vesting period”) until the target achievement has been defined. After the end of the vesting period, the supervisory board calculates the extent to which the defined business target has been reached. The final number of shares allocated to the member of the executive board will depend on the target achievement. The MVV is omitted if the defined minimum value for the target achievement is not reached.
    • 4.2 Initially allocated share package (Initial Grant)
      The number of shares that must be allocated to the member of the executive board at the beginning of the respective vesting period (“Initial Grant”) is based on the target remuneration for the MVV that was calculated for the respective board member by the supervisory board (“MVV target remuneration”), divided by the average share price of the last three months before the end of the financial year that precedes the allocation. During the allocation of the Initial Grant, it is assumed that the target values are reached in full (100% target achievement). The number of shares is rounded up to full units.
      Example (fictitious values): If the MVV target remuneration is EUR 100,000.00 and the average price of the share is EUR 10.00, the Initial Grant will be 10,000 shares.
      The shares from the Initial Grant are purchased by CropEnergies AG on the stock exchange and held in a share account opened by the company for the duration of the relevant vesting period, until the final number of the shares that must be allocated to the board member has been calculated. This means that the board member does not have control over the Initial Grant before the end of the relevant vesting period and the calculation of the final allocation (Final Grant - cf. para. 4.3). The dividends that are attributable to the Final Grant during the vesting period are added together at the end of the vesting period and are added to the Final Grant in the form of additional shares pursuant to para. 4.3 below.
    • 4.3 Actual share package to be allocated (Final Grant), ROCEThe number of shares to which the member of the executive board is entitled following the expiry of the vesting period (“Final Grant”) depends on the extent to which the financial target for the Return on Capital Employed (ROCE – see glossary at the end of this section) as defined by the supervisory board for the CropEnergies AG group was actually achieved. The target value for the ROCE in the CropEnergies AG group of companies is defined by the supervisory board at the start of the vesting period with a minimum, maximum and hundred-percent value. The findings refer to the average value of the three year vesting period.
      The Final Grant consists of the shares that were earned by the executive board member in accordance with the ROCE target achievement, and those shares that (in terms of their value) correspond to the dividend payments that are attributable to the earned shares during the vesting period. Dividends are converted into shares so that the dividends can be used to calculate the Final Grant. This conversion is based on the same share price that is used to calculate the Final Grant based on the ROCE target achievement, i. e. the ex-dividend rate on the first stock exchange trading day that follows the annual general meeting at which the consolidated financial statements for the last financial year of the respective vesting period are submitted.
      For calculating the Final Grant, the Initial Grant is multiplied with the actual percentage target achievement for the ROCE subject to the explanations below.
      Depending on the target achievement, the number of shares is increased or decreased after the end of the vesting period. If the Initial Grant must be increased, CropEnergies AG will purchase additional shares to distribute to the relevant executive board member; if the Initial Grant must be decreased, CropEnergies AG can dispose of the remaining shares as it sees it. The Final Grant that is calculated using the aforementioned mechanism (including the shares that correspond to the dividend value) is then transferred to the executive board member’s personal securities account at their disposal; the number of shares to be transferred is limited to 150% of the number of shares that were allocated to the board member as the Initial Grant, plus the shares that correspond to the dividend value. For calculating the Final Grant, the target achievement for the ROCE is only used if it reaches the respective minimum value. If the minimum value is not reached, the Initial Grant is forfeited.
      The share price that is authoritative for the gross value of the Final Grant is the ex-dividend rate on the first stock exchange trading day that follows the annual general meeting at which the consolidated financial statement for the last financial year of the respective vesting period is submitted. If the value of the Final Grant exceeds a maximum threshold of 300% of the MVV target remuneration on the basis of this share price (see below para. 4.5), the number of shares that are granted as the Final Grant must be reduced accordingly. With this provision, the executive board member (with a view to the moderate amount of his or her fixed salary and the variable target remunerations for EVV and MVV) may participate in the price increases up to the maximum amount of 300% of the respective MVV target remuneration, without causing an additional burden for the company's liquidity situation.
      In the case of certain special measures approved by the supervisory board (e. g. investments in new business fields or acquisitions), the actually achieved ROCE can be adjusted by their impact on the operating result and the capital employed, if and insofar these special measures were not considered when the target value for the ROCE was calculated. In that case, the supervisory board will define, at the same time as the resolution regarding the special measure and at the executive board's suggestion, if and to what extent the impact of the special measure on the ROCE will not be considered in the calculation of the ROCE that was generated during the respective period.
    • 4.4 Calculation examples (fictitious values):
      Premises of examples 1 to 3:
      ROCE Average 3 years
      Minimum Target Maximum
      7% 11% 17%
      PL: 50% PL: 100% PL: 150

      PL= Payment level, measured by MVV target remuneration

      MVV target remuneration = EUR 100,000.00
      Share value at the beginning of the vesting period = EUR 10.00

      • Example 1: ROCE achieved 100% (11%)
        • Calculation formula Initial Grant:
          Initial Grant = MVV target remuneration / Share value at start = EUR 100,000.00 / EUR 10.00 = 10,000 shares
        • Calculation formula Final Grant: Initial Grant (10,000) x target achievement (here: 100%) = 10,000 shares
        For the calculation of the Final Grant, the attributable dividends must also be added to the 10,000 shares. For example, if EUR 0.20 dividend per share was distributed in Year 1 of the vesting period (followed by EUR 0.28 in Year 2 and EUR 0.25 in Year 3), the calculation formula is as follows (assuming that the share price is EUR 13.00 on the authoritative date): 
        (10,000 x 0.2) + (10,000 x 0.28) + (10,000 x 0.25) = EUR 7,300.00.
        EUR 7,300.00 (dividend) / EUR 13.00 (share price) = 562 shares (rounded up).
        Result Final Grant: 10,562 shares
        Calculation formula for the gross value of the Final Grant, if the share has a value of EUR 13.00 when it is distributed to the executive board member:
        Final Grant (10,562) x EUR 13.00 = EUR 137,306.00
        Result: The gross value of the Final Grant is EUR 137,306.00.
      • Example 2: ROCE minimum value not reached (<7%)
        Calculation formula Final Grant: The Final Grant does not apply since the ROCE did not reach the minimum value; the Initial Grant is forfeited and accrues to CropEnergies AG.
      • Example 3: ROCE reaches maximum value / correction to overrun of maximum remuneration in the MVV, if the authoritative share price is EUR 21.00
        Calculation formula Final Grant: Initial Grant (10,000) x target achievement (here: 150%) = 15.000 shares
        Also added are the dividends (assumed amount: as in Example 1): (15,000 x 0.2) + (15,000 x 0.28) + (15,000 x 0.25) = EUR 10,950.00.
        10,950.00 (dividend) / EUR 21.00 (share price) = 521 shares (rounded up).
        Result of Final Grant: 15.521 shares
        Calculation formula MVV remuneration if the share has a value of EUR 21.00 when it is distributed to the executive board member: Final Grant (15,521) x EUR 21.00
        Value of securities account = EUR 325,941.00
        Correction
        : The maximum value of the securities account is EUR 300,000.00 (gross) since the cap is 300% of the MVV target remuneration (EUR 100,000.00 x 300% = EUR 300,000.00).
        Result: Using a price of EUR 21.00 at the end of the vesting period, this results in a Final Grant of 14,285 shares (rounded) with a gross total value of EUR 299,985.00.
    • 4.5 Maximum MVV
      While the number of shares that can be approved as a Final Grant is limited to 150% of the shares allocated as the Initial Grant (plus the shares that correspond to the dividend value), the maximum gross value of the Final Grant is 300% of the respective MVV target remuneration. This must be considered by the supervisory board when the Final Grant is calculated and transferred to the board member. When complying with the above threshold, the increase in the Final Grant due to possible dividend payments must also be taken into account.
  5. Executive board member joins the company during the course of a financial year
    In cases where the executive board member joins the company during the financial year, the one-year and multi-year variable remuneration is approved on a pro rata basis.
  6. Retirement benefits
    A defined contribution pension scheme is intended to provide regular retirement benefits. For each member of the executive board, the company will conclude an insurance policy or retirement contract with an irrevocable pre-emptive right in favour of the board member or his/her survivors with an insurance company or a pension fund. To this end, the company will pay the insurance company or pension fund an annual premium of up to EUR 75,000.00 for the CEO, and an annual amount of up to EUR 50,000.00 for other members of the executive board (defined-contribution commitment). Applicable taxes and social insurance contributions are the board member's responsibility.
    For executive board members that were already appointed as at 1 March 2021, the current agreements regarding pension commitments can be continued without changes if their employment is or must be subject to the new remuneration system. The affected executive board members may not be put in a better or worse position as a result.
  7. Malus and claw-back provisions for the variable remunerationIn the event that the member of the executive board knowingly breaches his or her contractual or statutory obligations or internal group directives, the employment contracts that are concluded under the new remuneration system contain a provision that the supervisory board can either claw back (claw-back provision) or reduce to zero and withhold (malus provision) the variable remuneration components that were paid out for the assessment period in which the breach occurred. In the first case (claw-back), the executive board member must repay the net amounts.
  8. Contract terms
    The employment contracts are concluded for a defined term and automatically end at the end of the term without requiring a separate termination. For the remainder, the employment contracts are linked to the intercompany appointment of the respective board member and also end if the intercompany relationship ends prematurely, particularly due to a withdrawal for important cause pursuant to § 84 (section 3) of the Companies Act or a justified resignation of the mandate by the executive board member. 
  9. Commitments in connection with the termination of executive board activities (continued payment of remuneration)
    • 9.1 The one-year variable remuneration and the multi-year variable remuneration are paid to the relevant executive board member together with the fixed salary up to the end of the employment, as long as the variable remuneration components were earned until that time. If the member of the executive board leaves the company before the end of the respective assessment period for the one-year variable remuneration and the multi-year variable remuneration, the one-year variable remuneration and the multi-year variable remuneration will be approved taking into account the results that were actually achieved by the end of the respective assessment period (pro rata temporis).
    • 9.2 In the event the board member leaves the company at an earlier date, he or she will receive a payment in the amount of the direct receipts that were agreed for the remaining contract term (variable remuneration including fixed salary), but capped at an amount that corresponds to the direct receipts for two full financial years. The variable remuneration components are only paid as of the date and at the amount at which they would have been granted if the employment had been continued.
      The aforementioned payments will not be made if the employment contract is effectively terminated for important cause or if it only expires due to the expiry of the term and is not extended.
  10. Post-contractual non-competition clauses
    Post-contractual non-competition clauses are arranged with the members of the executive board, which provide for compensation (to be paid by the company) for the duration of the post-contractual non-competition clause, up to a maximum of two years. For each of these years, the compensation is equal to 50% of the average direct receipts - consisting of the fixed salary, the EVV and the MVV - of the last twelve (12) months before the departure. The compensation is applied against a possible payment that is paid following the premature departure of the executive board member pursuant to the above para. 9.2. The executive board member must pay a contract penalty for each action that constitutes a breach of the post-contractual non-competition clause. The company may waive the post-contractual non-competition clause with a notice period of 12 months, with the result that no compensation will be paid.
  11. Remuneration for mandates
    Where members of the executive board assume internal supervisory group mandates, any remuneration for these activities accrue to the company. Each member of the executive board shall not have more than two external mandates, and such mandates may only be assumed with the supervisory board’s prior approval.

V. Temporary deviations from the remuneration system

The supervisory board may decide to deviate from the existing remuneration system pursuant to § 87a (section 2 sentence 2) of the Companies Act, either temporarily or in isolated cases, if and insofar this is required in the interest of the company and its long-term well-being. In general, this may affect all remuneration components. These options provide the supervisory board with the flexibility intended by the legislator to properly respond to extraordinary developments or to address special situations.

VI. glossary

  • EBITDA
    The EBITDA (Earnings before Interest, Tax, Depreciation and Amortization) describes the operating result before interest, taxes, depreciation and amortisation. The item reported as the EBITDA in the CropEnergies AG consolidated financial statements is authoritative for the calculation of the EBITDA.
  • ROCE
    The ROCE (Return on Capital Employed) refers to the CropEnergies AG group of companies and describes the ratio between the operating result and the long-term capital employed. It is defined by the sum of fixed assets, stocks and receivables less short-term liabilities.

Annex to agenda item 7: Description of the remuneration for the supervi-sory board members

I. Provision in the articles of association pertaining to the remuneration for the supervisory board

The remuneration for the supervisory board is set out in § 12 of the company’s articles of association. The provision reads as follows:

(1) In addition to being reimbursed for cash outlays and the VAT that applies to the activities on the supervisory board, every member of the supervisory board also receives a fixed remuneration (payable after the end of the financial year) of EUR 20,000.00 as well as variable remuneration of EUR 1,000.00 for each started EUR 0.01 distributed dividend for the no-par-value share, which exceeds EUR 0.20. Special dividends for tax reasons are not considered in the calculation of the remuneration.

(2) The chairperson receives double, and the deputy chairperson receives one and a half times these remunerations. In the event that an executive committee is elected on account of the supervisory board's internal rules of procedure, members of the executive committee who are not chairpersons or deputy chairpersons of the supervisory board also receive one and a half times these remunerations.

(3) The amounts pursuant to para. 1 increase by 25% for each membership in a supervisory board committee; and by 50% for a chairperson position in a committee. The above is contingent on the committee having met during the financial year. Memberships in the executive committee are exempt from this remuneration provision.

(4) Changes in the supervisory board and/or its committees are taken into account in the remuneration in relation to the duration of the office, whereby amounts are rounded up or down to full mandates.

II. Remuneration system for the supervisory board

  1. Process for verifying the structure and the amount of the remuneration
    According to § 113 (section 1 sentence 3) of the Companies Act, the supervisory board is supposed to receive remuneration that is commensurate to the members’ tasks and the company's situation. The amount of the remuneration and the remuneration system for the supervisory board are regularly reviewed by the supervisory board. The time spent by the supervisory board members, their responsibility as well as supervisory board remuneration paid by other comparable companies represent the main criteria in this regard. Because of the special nature of the supervisory board mandate, which is fundamentally different from the activities carried out by the employees in the company and the group, it is not possible to use a so-called vertical comparison with the remuneration for employees. Accordingly, it is also not possible to define a group of employees that must be included in such a comparison.
    Due to the monitoring and advisory function that is incumbent on the supervisory board, it contributes to the business strategy and the long-term growth of the company. The commensurate nature of the supervisory board remuneration ensures that CropEnergies AG will continue to be in a position to attract excellently qualified candidates to the supervisory board. In this way, the remuneration for the supervisory board contributes to promoting the business strategy and the company's long-term growth.
    The remuneration for members of the supervisory board is conclusively set out in § 12 of the CropEnergies AG articles of association; there are no side or supplemental agreements.
  2. Conflicts of interest
    The members of the supervisory board are included in the process for reviewing their remuneration system due to the legally stipulated division of competencies. The resulting conflict of interest is addressed by the fact that the decision about the final design of the remuneration system is assigned to the annual general meeting by operation of law, and that the corresponding draft resolution is submitted by the executive board and the supervisory board.
  3. Remuneration components
    • 3.1 Fixed and variable remuneration
      In addition to being reimbursed for cash outlays and the VAT that applies to the activities on the supervisory board, the members of the supervisory board also receive an annual remuneration that consists of a fixed and variable remuneration portion. The fixed remuneration that is payable after the end of the financial year is EUR 20,000.00. In addition, the members of the supervisory board receive a variable remuneration of EUR 1,000.00 for each started EUR 0.01 in distributed dividend for the no-par-value share, which exceeds EUR 0.20. Hence the variable remuneration is granted solely on the basis of the dividend of CropEnergies AG. Special dividends for tax reasons are not considered in the calculation of the remuneration. An obligation to buy shares and the company's option to request the repayment of variable remuneration components do not exist.
      The executive board and the supervisory board firmly believe that a combination of a fixed remuneration component and a variable remuneration component are best suited to consider and properly address the important position, the growing and increasingly complex tasks and the responsibility of the members of the supervisory board. Linking the variable remuneration to the dividend provides the supervisory board with a simple and uncomplicated way to participate equally in the shareholders’ interests to grow the company's performance, which means that the supervisory board also contributes to the company's success. In the opinion of the executive board and the supervisory board, the structure and amount of the existing remuneration continues to be commensurate - also with regard to the remuneration paid to supervisory boards at other comparable companies.
    • 3.2 Increased remuneration for chairpersons and deputy chairpersons of the supervisory board
      The chairperson of the supervisory board receives double, and the deputy chairperson receives one and a half times the remuneration for a regular supervisory board member.
      The increased remuneration addresses the increased time spent by the chairperson and the deputy chairperson and corresponds to Recommendation G.17 of the German Corporate Governance Code.
    • 3.3 Remuneration for committee activities
      The supervisory board of CropEnergies AG has an audit and a nomination committee. No executive committee has been appointed.
      Membership in a committee increases the amounts shown under aa) by 25% each; and by 50% for chairperson positions in such committees. An increase in remuneration due to a committee membership is contingent on the respective committee actually having met during the financial year.
      The increased remuneration addresses the increased time spent on committee matters and corresponds to Recommendation G.17 of the German Corporate Governance Code.
    • 3.4 Remuneration for persons who join or leave the supervisory board during the year; payment of remuneration
      Supervisory board and committee members who do not belong to the supervisory board or a committee for a full financial year receive a pro-rated remuneration based on the duration of the mandate. Mandates are rounded up or down to full mandates.
      The remuneration for the members of the supervisory board is paid at the beginning of a financial year, with retroactive effect for the past financial year. There are no deferral periods for the payment of remuneration components. 
  4. D&O insurance
    CropEnergies AG is included in the D&O insurance policy (financial loss - liability insurance) of the SĂĽdzucker Group. Its cover also includes the activities of the CropEnergies AG supervisory board members.

Annex to agenda item 9: Report of the executive board to the annual gen-eral meeting pursuant to §§ 71 (section 1 number 8), 186 (section 4 sen-tence 2) of the Companies Act

In accordance with §§ 71 (section 1 number 8), 186 (section 4 sentence 2) of the Companies Act, the executive board hereby submits its report about the reasons for the extension noted in ITEM 9 of the invitation regarding the authorisation to purchase own shares in exclusion of the shareholders’ pre-emptive right that was granted under ITEM 8 of the annual general meeting on 14 July 2020.

Use of own shares and exclusion of pre-emptive right

Regarding the ITEM 8 (Cancellation of existing and creation of a new authorisation to purchase own shares including their use in exclusion of the pre-emptive right) of the annual general meeting on 14 July 2020, it was decided that CropEnergies AG would be granted an authorisation to purchase own shares for the purposes outlined in the resolution in exclusion of the shareholders’ pre-emptive right pursuant to § 71 (section 1 number 8) of the Companies Act. This authorisation is now supposed to be expanded so that own shares can also be used towards a performance-based share programme (Share Performance Plan) in accordance with the remuneration system for the executive board that was established pursuant to the requirements of §§ 87a, 87 of the Companies Act. The shareholders’ pre-emptive right must be excluded so that the shares that are purchased by the company and that are earned depending on the target achievement can be transferred following the three-year vesting period.

The performance-based share programme increases the loyalty of executive board members to the company and provides incentives for sustainable company management and the sustained increase in the company's value. In accordance with its legal obligation from § 87 of the Companies Act, the supervisory board ensures that the total remuneration (including the performance-based share programme on which the multi-year variable remuneration is based) is commensurate to the tasks and performance of the executive board member and the company's situation, and that it does not exceed the customary remuneration without special reasons.

The use of own shares for this purpose is allowed under § 71 (section 1 number 8) of the Companies Act, which does not offer precise target specifications in this regard. Since the authorisation resolution adopted on 14 July 2020 had not considered this purpose, the authorisation for implementing the executive board remuneration system in exclusion of the shareholders’ pre-emptive right approved by the supervisory board must now be extended.

The other provisions of the authorisation resolution by the annual general meeting on 14 July 2020, in particular the provisions for the time limits and the limits on the amount of own shares that the company may purchase are not affected.

The executive board will submit a report pursuant to § 71 (section 3 sentence 1) of the Companies Act at each annual general meeting that follows a utilisation of the authorisation to purchase own shares.

Attendance and voting by proxy

Implementation of the annual general meeting as a virtaul annual general meeting without the physical presence of the shareholder and their proxies

The COVID 19 Act opens up the possibility of holding Annual General Meetings in 2021 without the physical presence of shareholders or their proxies (virtual Annual General Meeting). In view of the COVID 19 pandemic, which will continue for the foreseeable future, the Executive Board, with the approval of the Supervisory Board, has decided to make use of this option. The Company's Annual General Meeting on 13 July 2021 will therefore be held as a virtual General Meeting without the physical presence of shareholders or their prox ies (with the exception of the Company's proxies). Shareholders and their proxies (other than the proxies appointed by the Company) will accordingly not be able to physically attend the AGM. Instead, they have the options outlined below to participate in the virtual AGM via the virtual AGM room referred to as the "Shareholders' Portal".

You can access the shareholder portal here using the access information that you received with the confirmation registration for the virtual annual general meeting.

We kindly ask that the shareholders and their proxies pay close attention to the information on registering for the virtual annual general meeting, exercising voting rights and other shareholder rights outlined below.

The organisation of the regular annual general meeting as a virtual annual general meeting results in the following modifications to the processes of the annual general meeting and the rights of shareholders:

a) Video and audio transmission on the Internet

The introductory remarks by the chair and the report of the executive board will be streamed live on the day of the annual general meeting starting at approx. 10:00 a.m. (CEST) without access restrictions for the interested public on our website at www.cropenergies.com (column: Investor Relations / Hauptversammlung). This portion is also available as a recording after the annual general meeting.

Shareholders eligible to participate and their proxies can follow the entire annual general meeting live via video and audio transmission on the internet. Please use the “Livestream” function in the shareholder portal (see above para. 2).

The live transmission of the annual general meeting does not enable participation in the annual general meeting as defined by § 118 (section 1 sentence 2) of the Companies Act.

b) Exercising voting rights

Eligible shareholders and their proxies can only exercise their voting rights through electronic absentee voting or by providing a proxy and directives to the company's authorised representatives. Additional explanations for exercising the voting right, the procedure for casting votes and changes to the exercise of voting rights can be found under para. 3.

c) Right to ask questions

Eligible shareholders and their proxies have the right to ask questions. This right can only be exercised electronically. Eligible shareholders and their proxies can submit questions until 11 July 2021, 12:00 a.m. (CEST). Please use the “Questions” function in the shareholder portal (see above para. 2). Additional explanations can be found in para. 3.

d) Objecting to the resolutions adopted by the annual general meeting

Eligible shareholders and their proxies, who have exercised their voting rights pursuant to letter b), can object to one or more resolutions adopted by the annual general meeting during the course of the annual general meeting, hence until the end of the annual general meeting. Questions can only be submitted through the shareholder portal (see above under para 2). Please use the “Objection” function.

e) Note

The company does not assume any guarantee that the transmission via the internet will be free of technical problems and that it will reach every shareholder who is entitled to participate. Therefore we recommend that you avail yourself of the aforementioned options (particularly with regard to the voting right) at an early date.

The shareholder portal is open to eligible shareholders or their proxies as of 22 June 2021; it is also available on the day of the annual general meeting and for the entire duration of the meeting. On the day of the annual general meeting and until the start of the vote, they can also use the shareholder portal to exercise their voting rights via electronic absentee voting, and to provide proxies and instructions to the representatives appointed by the company. The meeting chair will announce the start of the vote in the annual general meeting. In addition, eligible shareholders or their proxies can also object to a resolution by the annual general meeting from the start to the end of the annual general meeting.

Participation in the virtual Annual General Meeting and exercise of voting rights

Conditions for participating in the virtual annual general meeting

Only those shareholders who registered with the company in a timely manner and who have submitted confirmation of their entitlement may attend the virtual annual general meeting and exercise voting rights.

The registration must be received by the company in text form (German or English) no later than 6 July 2021, 12:00 a.m. (CEST) at the following address:

CropEnergies AG
c/o Computershare Operations Center
80249 Munich
Germany

Fax: +49 (0) 89 30903-74675
E-mail: anmeldestelle@computershare.de

Pursuant to § 15 (section 2) of the CropEnergies AG articles of association, the shareholders must also provide proof that they are entitled to participate in the annual general meeting. According to § 15 (section 2) of the CropEnergies AG articles of association, a submission in text form by the last intermediary pursuant to § 67c (section 3) Companies Act suffices as proof of entitlement. The proof must relate to the start of the 21st day before the annual general meeting, i.e. 22 June 2021, 00:00 a.m. (CEST) (the record date). Like the registration, proof of ownership of shares of the company must reach the company at the above address by no later than 6 July 2021, 12:00 a.m. (CEST). Registrations and proof of share ownership must be submitted in either German or English.

For participation in the virtual annual general meeting and the exercise of the voting right, only the person who submitted the proof is considered the shareholder. The entitlement to participate in the annual general meeting and the scope of the voting right is based on the shareholder's shareholding on the record date (in addition to the registration requirement). The record date is not associated with a block on the disposal of shares; these shares can be purchased and sold regardless of the record date. Where the entire or part of the shareholding is sold after the record date, participation and scope of the voting right is solely based on the shareholding as of the record date. Therefore the disposal of shares after the record date does not have any effect on the entitlement to participate and the scope of the voting right. The same applies to share purchases after the record date. Persons who do not own shares on the record date and who only become a shareholder after that date are only entitled to participate and vote with regard to the shares held by them if they obtain authorisation or they are authorised to exercise these rights.

The record date has no bearing on the dividend entitlement.

After the registration applications and proof of share ownership are received by the aforementioned central registration office of CropEnergies AG in a timely manner, eligible shareholders will be sent the registration confirmation for the annual general meeting plus the access data for the “shareholder portal”. Forms for authorising third parties and the representatives appointed by the company are also forwarded together with the registration confirmation. To ensure that the registration confirmation is received in a timely manner, we kindly ask our shareholders that they initiate the delivery of the registration and the supporting documents as early as possible, possibly through their custodian institutions (last intermediaries).

Exercising voting rights

Eligible shareholders have the right to vote on the agenda items.

We advise that in relation to the company, only those shareholders who provide proof of entitlement to participate in the annual general meeting or to exercise the voting right will be considered shareholders for the purpose of participating in the annual general meeting and exercising the voting right. The company may request suitable alternative proof if there are doubts regarding the veracity or correctness of the supporting documents. After you have duly registered, you can exercise your voting right.

Process for voting by electronic absentee voting

Shareholders and their proxies can exercise the voting right by electronic absentee voting. To this end, the shareholder must have registered for the annual general meeting in a timely manner and he or she must have submitted the requisite proof of shareholdings in accordance with the above provisions (see letter a)).

Eligible shareholders or their proxies can use the shareholder portal to transmit electronic absentee votes or to withdraw/amend the same starting on 22 June 2021 (see para. 2 and para. 3. a)). Please use the function “Vote by absentee voting”.

Using the shareholder portal, votes can be cast using electronic absentee voting, and votes can be withdrawn or changed, until the start of the voting process.

Where proxies and instructions for the representatives appointed by the company are received for one and the same shareholding in addition to electronic absentee votes, the electronic absentee votes will always be given preference; in this context, the representatives appointed by the company will not utilise their proxy and will not represent the relevant shares.

Process for voting by proxy

Duly registered shareholders may also exercise their voting rights via proxies, e.g. an intermediary, a shareholders’ association or other persons of their choice. Please note the following with regard to this process:

Timely registration and proper 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, unless a proxy has been granted pursuant to § 135 of the Companies Act, or they can also be made through the shareholder portal.

Proxy may be granted using the form provided to shareholders after registration along with their registration confirmation for the virtual annual general meeting.

Evidence of proxy authorisation can be submitted to the company at the following address:

CropEnergies AG
c/o Computershare Operations Center
80249 Munich
Germany

Fax: +49 89 309037-4675
E-mail: anmeldestelle@computershare.de

no later than 12 July 2021, 12:00 a.m. (CEST). The time of receipt at the company shall be authoritative for these purposes.

Alternatively, the proxy can also be granted, amended or withdrawn electronically until the end of the meeting using the shareholder portal (see para. 2. and 3. a)). It is also used to provide proof of proxy. Please use the function “Proxy appointments to third parties” in the shareholder portal for this purpose.

When granting proxy to intermediaries, shareholders’ associations, voting right advisers or equivalent persons or institutions as defined in § 135 (section 8) of the Companies Act, 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 intermediaries, shareholders’ associations, voting right advisers or equivalent persons or institutions as defined in § 135 (section 8) of the Companies Act to agree on the form of proxy with the intended recipient in advance.

Procedure for votes submitted by authorised representatives of the company

The company provides its shareholders and their representatives with the option to grant proxy (for exercising the voting right) to the authorised representatives appointed by the company, who are bound by instructions. Shareholders who wish to grant proxy to the authorised representatives appointed by the company before the annual general meeting may also use the form provided to them after registration together with the registration confirmation for the virtual annual general meeting. Alternatively, the proxy can be issued and withdrawn through the shareholder portal on the company's website.

Proxies for the company's representatives also require the timely registration for the annual general meeting and the appropriate proof of shareholdings according to the preceding provisions (see above para. 3. a)).

The representatives appointed by the company will only exercise the voting right on the basis of express and clear instructions. Therefore shareholders must provide express and clear instructions for the items on the agenda for which they wish to exercise the voting right. The company's representatives are obliged to vote according to these instructions. Where such express and clear instructions are missing, the company's representatives will abstain from voting on the relevant item. Similarly, the representatives appointed by the company do not accept instructions concerning requests to speak, submitting objections to resolutions by the annual general meeting, or raising questions or motions. They are only available to vote on proposed resolutions by the executive board, supervisory board or shareholders, which were made announced with this invitation or later pursuant to § 124 (section 1 or 3) of the Companies Act.

The proxy and the instruction to the company's representatives can be issued or withdrawn electronically until the beginning of the vote, using the shareholder portal (see para. 2. and 3. a)). It is also used to provide proof of proxy. Please use the function “Proxy appointments and instructions for third parties” in the shareholder portal for this purpose.

Alternatively, a proxy plus instructions can be issued to the company's representatives in text form and the proof of proxy can be forwarded to the company until 12 July 2021, 12:00 a.m. (CEST) using the following address:

CropEnergies AG
c/o Computershare Operations Center
80249 Munich
Germany

Fax: +49 89 309037-4675
E-mail: anmeldestelle@computershare.de

The time of receipt at the company shall be authoritative for these purposes. Please note that in the event an additional proxy is issued through the shareholder portal, any proxy and instructions transmitted to the company in text form become irrelevant.

Supplementary request

Requests for additions to the agenda pursuant to § 122 (section 2) of the Companies Act

Shareholders whose shares together make up 5% of the share capital (corresponding to €4.362.500  or 4.362.500 shares) or the pro rata amount of €500,000.00 of the share capital (corresponding to 500,000 shares) may demand that items be added to the agenda and published. Each new item must be accompanied by reasons or by a draft resolution. The request shall be in writing with signature and submitted to the Executive Board of CropEnergies AG and must be received by the company at least thirty days prior to the Annual General Meeting; the day of receipt and the day of the Annual General Meeting shall not be counted. The deadline for acceptance is thus 12 June 2021 12 a.m. (CEST). Requests for additions received after this date will not be considered. Please send any requests to the following address:

CropEnergies AG
Executive Board
Maximilianstrasse 10
68165 Mannheim
Germany

Requests for additions to the agenda addressed elsewhere will not be considered.

The applicants must prove that they have held the shares for at least ninety days prior to the day on which their request was received and that they will hold the shares until the Executive Board’s decision regarding the request. Section 121(7) AktG shall correspondingly apply for the calculation of such period.

To the extent they were not already published with the announcement for the Annual General Meeting, amendments to the agenda are to be promptly published after receipt of the request in the German Federal Gazette (Bundesanzeiger) and forwarded to those media that can be expected to distribute the information throughout the entire European Union. In addition, they will be published at:

www.cropenergies.com (section: Investor Relations/Annual General Meeting)

and communicated to the shareholders.

Regarding the present supplementary requests.

Legal basis

The above shareholder rights are based on the following provisions of the German Stock Corporation Act:

§ 122 Calling of a Meeting at the Request of a Minority (extract)

(1) The shareholders’ meeting shall be called if shareholders, whose holding in aggregate equals or exceeds one-twentieth of the share capital, demand such meeting in writing, stating the purpose and the reasons of such meeting; such demand shall be addressed to the management board. The articles may provide that the right to demand a shareholders’ meeting shall require another form or the holding of a lower proportion of the share capital. The shareholders who have made the demand shall provide evidence to the effect that they have held the shares for at least 90 days prior to the receipt of the demand and that they will hold the shares until the management board decides upon the demand. § 121 (7) shall apply accordingly.

(2) In the same manner, shareholders whose shares amount in aggregate to not less than one-twentieth of the share capital or represent an amount of the share capital corresponding to 500,000 euros, may demand that items are put on the agenda and published. Each new item shall be accompanied by an explanation or a draft proposal. The demand in the sense of sentence 1 shall be provided to the company at least 24 days, in case of listed companies at least 30 days, prior to the meeting; the day of receipt shall not be included in this calculation.

§ 121 General Provisions (extract)

(…)

(7) In case of deadlines and dates which are calculated back from the date of the meeting, the day of the meeting itself shall not be included in the calculation. Adjourning the meeting from a Sunday, Saturday or a holiday to a preceding or following working day shall not be an option. §§ 187 to 193 of the German Civil Code shall not be applied accordingly. In case of unlisted companies, the articles may provide for a different calculation of the deadline.

Countermotions and election proposals

Countermotions and nominations pursuant to sections 126 (1) and 127 AktG in con-junction with section 1 (2) sentence 3 of the COVID-19 Act

Shareholders of the company can submit countermotions against the Executive Board and/or Supervisory Board recommendations on certain agenda items as well as making recommendations regarding the nomination of external auditors. Such countermotions (including reasons) and nominations must be exclusively submitted to:

CropEnergies AG
Investor Relations
Maximilianstrasse 10
68165 Mannheim
Germany

or by fax to +49 (0) 621 71 41 90-03
or by e-mail to ir@cropenergies.de.

Countermotions and/or nominations sent to another address will not be considered.

Reasons must be given for countermotions; this does not apply to nominations.

Proper countermotions and nominations submitted by shareholders and received at the aforementioned address at least fourteen days prior to the date of the Annual General Meeting, i.e. no later than 12 a.m. on 28 June 2021 (CEST), will be published immediately on the following website:

www.cropenergies.com (section: Investor Relations/Annual General Meeting)

Any comments from management will also be published at the aforementioned Internet address.

Regarding the counter-motions or election proposals on the table.

The company may decline to publish a countermotion and its rationale or a nomination if one of the conditions for exclusion pursuant to section 126 (2) AktG (in conjunction with section 127 sentence 1 AktG) is met; for example, because the nomination or countermotion would result in a resolution of the Annual General Meeting that contravenes either the law or the Articles of Association. The reason for a countermotion need not be published if it is longer than 5,000 characters. A nomination does not need to be published either if it does not include the name, profession and place of residence of the nominee (cf. section 127 sentence 3 in conjunction with section 124 (3) AktG).

Shareholders are asked to prove the extent of their existing shareholdings at the same time they submit the countermotion or nomination.

Countermotions and/or nominations to be published by the company pursuant to section 126 or section 127 AktG shall be deemed to have been made at the Annual General Meeting if the shareholder making the proposal is duly authorised and has registered for the Annual General Meeting.

Legal basis

The above shareholder rights are based on the following provisions of the German Stock Corporation Act:

§ 125 Communications to Shareholders and Members of the Supervisory Board (extract)

(1) The management board shall, at least 21 days before the meeting, communicate to those credit institutions and shareholders’ associations which have exercised voting rights on behalf of shareholders in the preceding shareholders’ meeting or which have requested such communication and the notice of the meeting. The date of notice shall not be taken into account. If the agenda is to be amended pursuant to § 122 (2), such amended agenda shall be communicated in the case of listed companies. Such communication shall point out that voting right may be exercised by a proxy holder or a shareholders’ association. (…)

(2) The management board shall provide the same information to shareholders who make such request or are registered as shareholders in the company’s share register at the beginning of the 14th day before the meeting. The articles may limit transmission to electronic communication.

(3) Each member of the supervisory board may request that the management board send the same communication to him.

(...)

§ 126 Motions by Shareholders

(1) Motions by shareholders together with the shareholder’s name, the grounds and any position taken by the management shall be made available to the persons entitled pursuant to § 125 (1)–(3) under the conditions stated therein if at least 14 days before the meeting the shareholder sends to the address indicated in the notice convening the meeting a motion counter to a proposal of the management board and supervisory board as to an item on the agenda. The date of receipt shall not be taken into account. In the case of listed companies, access shall be provided via the company’s Internet page. § 125 (3) shall apply accordingly.

(2) A counter-motion and the grounds for this need not be made available, if:

  1. the management board would by reason of such communication become criminally liable;
  2. the counter-motion would result in a resolution of the shareholders’ meeting which would be illegal or would violate the articles;
  3. the grounds contain statements which are manifestly false or misleading in material respects or which are libellous;
  4. a counter-motion of such shareholder based on the same facts has already been communicated with respect to a shareholders’ meeting of the company pursuant to § 125;
  5. the same counter-motion of such shareholder on essentially identical grounds has already been communicated pursuant to § 125 to at least two shareholders’ meetings of the company within the past five years and at such shareholders’ meetings less than one-twentieth of the share capital represented has voted in favour of such countermotion;
  6. the shareholder indicates that he will neither attend nor be represented at the shareholders’ meeting; or
  7. within the past two years at two shareholders’ meeting the shareholder has failed to make or cause to be made on his behalf a counter-motion communicated by him.

The statement of the grounds need not be communicated if it exceeds 5,000 characters.

(3) If several shareholders make counter-motions for resolution in respect to the same subject matter, the management board may combine such counter-motions and the respective statements of the grounds.

§ 127 Nominations by Shareholders (extract)

§ 126 shall apply accordingly to a nomination by a shareholder for the election of a member of the supervisory board or external auditors. Such nomination need not be supported by a statement of the grounds for this. The management board also need not communicate such nomination if it fails to contain the particulars required by § 124 (3) sentence 4 (…)

§ 124 Publication of Requests for Supplement; Proposals for Resolution (extract)

(…)
(3) (…) The proposal for the election of members of the supervisory board or auditors shall state their name, profession and place of residence.
(…)

The provisions of the COVID-19 Act that form the basis for these shareholder rights are as follows:

Section 1 Stock Corporations; Partnerships Limited by Shares; European Companies (SE); Mutual Insurance Companies (Excerpt)

(...)
(2) (...) Motions or election proposals by shareholders which are to be made available pursuant to § 126 or § 127 of the Stock Corporation Act shall be deemed to have been made at the meeting if the shareholder making the motion or submitting the election proposal is duly legitimated and registered for the general meeting.

Opportunity for shareholders to ask questions

Right of the shareholder to ask questions

Shareholders have no right to request information verbally from the Executive Board during the virtual Annual General Meeting pursuant to section 131(1) and (4) AktG. Under section 1(2) sentence 1 No 3 of the COVID-19 Act, participating shareholders and their proxies are, however, granted the right to ask questions electronically. Questions are answered during the audio and video transmission of the virtual Annual General Meeting.

The Executive Board, with the consent of the Supervisory Board, has stipulated that questions must be submitted electronically no later than one day prior to the Annual General Meeting, i.e. by 12:00 a.m. on 11 July 2021 (CEST). According to section 1(2) sentence 2 of the COVID-19 Act, the Executive Board decides as per its own best judgement or discretion how it will answer questions.

We reserve the right to publish answers to frequently asked questions in advance on the company’s website. When answering questions, the Executive Board also reserves the right to appoint questioners provided the questioner has given their consent to being appointed when submitting the questions.

Shareholders eligible to attend or their proxies can only submit their questions electronically via the shareholder portal available at

www.cropenergies.com (category: Investor Relations/Annual General Meeting).

Please use the “Ask a question” function in the shareholder portal. Questions may be submitted via the shareholder portal from 22 June 2021 until 11 July 2021, 12:00 a.m. (CEST). Questions submitted otherwise or after the above deadline will not be considered. There will be no opportunity to ask questions during the Annual General Meeting. The necessary access data for the shareholder portal can be obtained by the shareholders or their proxies from the registration confirmation sent to them after prompt registration and proper proof of share ownership (see section 3 a) above).

Legal basis

The provisions of the COVID-19 Act that form the basis for these shareholder rights are as follows:

Art. 2 section 1: Stock Corporations; Partnerships Limited by Shares; European Companies (SE); Mutual Insurance Companies (Excerpt)

(...)
(2) The Board of members can decide that the meeting will be held as a virtual Annual General Meeting without the physical presence of shareholders or their proxies, provided
(...)
(3) the shareholders are granted the right to submit questions via electronic communication,
(...)

The Board of members decides how to answer questions according to its dutiful, free discretion; it can also stipulate that questions must be submitted via electronic communication one day before the meeting at the latest.

Possibility of opposition

Opportunity to object to resolutions of the Annual General Meeting

Under Art. 2 section 1(2) sentence 1 no. 4 COVID-19 Act, shareholders and their proxies who have exercised their voting rights by way of electronic communication (postal vote) or by issuing a power of attorney - waiving the requirement to appear in person at the Annual General Meeting - are given the opportunity to object to resolutions of the Annual General Meeting.

Shareholders may object to one or more resolutions of the Annual General Meeting during its performance, i.e. at the latest by the end of the Annual General Meeting. This is only possible via the shareholder portal at

www.cropenergies.de/en/ (tab: Investor Relations / Annual General Meeting)

Please use the “Objection” function. The necessary access data for the shareholder portal can be obtained by the shareholders or their proxies from the registration confirmation sent to them after prompt registration and proper proof of share ownership.#

 

Legal basis

The provisions of the COVID-19 Act that form the basis for these shareholder rights are as follows:

Art. 2 section 1: Stock Corporations; Partnerships Limited by Shares; European Companies (SE); Mutual Insurance Companies (Excerpt)

(...)
(2) The Board of members can decide that the meeting will be held as a virtual Annual General Meeting without the physical presence of shareholders or their proxies, provided
(...)

(4) shareholders who have exercised their voting rights according to number 2 are granted the opportunity to object to any resolution passed by the Annual General Meeting, waiving the requirement of physical attendance of the Annual General Meeting by way of derogation from section 245 no. 1 German stock corporation act.

Data protection

Information on data protection for shareholders and proxies

CropEnergies AG
MaximilianstraĂźe 10
68165 Mannheim
Germany

in its capacity as the data controller pursuant to Art. 4 no. 7 of the Regulation (EU) 2016/679 (General Data Protection Regulation, “GDPR”), processes the following personal data (first name and surname, address, possibly e-mail address, telephone number, number of shares, type of share ownership and access details for accessing the shareholder portal; possibly the surname, first name and address of a proxy appointed by the shareholders) on the basis of the applicable data protection laws, particularly for the purpose of enabling shareholders and their proxies to participate in the annual general meeting and exercise their rights during the annual general meeting.

The entire annual general meeting (including responses to submitted questions) will be live-streamed via the company's shareholder portal on the internet (“Livestream” function). This shareholder portal is only accessible to duly registered shareholders and proxies who have received the corresponding registration confirmation. The livestream will also be available through a separate secure channel to employees involved in organising the annual general meeting, possibly also to members of the executive committees who will not be physically present at the annual general meeting, guests and representatives of the broadcasting, print or on-line media (“journalists”) who have been approved by us, and any service providers engaged by CropEnergies AG for the purpose of implementing the annual general meeting. Please note that there is a chance that your personal data (particularly your name) that was relayed during inquiries may be disclosed at the meeting in accordance with this data privacy information, and that it may also be recognised by attending journalists and guests. Therefore, please do not provide this information unless it is required for your inquiry. We will only release your personal data at the meeting if you have requested it, or if it is required or justified in order to process your inquiry. Additional details regarding the implementation of the annual general meeting can be obtained from the above section IV. The shareholder portal can be accessed on the company's website at

www.cropenergies.com (section: Investor Relations/Annual General Meeting)

accessible.

In addition to this data privacy information, please also note the data privacy information filed by the operator of the website under this internet address.

In detail:

The above personal data must be processed for the preparation, implementation and the participation of the shareholders and proxies in the annual general meeting, and for exercising their rights in the context of the annual general meeting and complying with the requirements under the Companies Act (e.g. for preparing a list of participants); the Companies Act and the relevant provisions of the COVID-19 Law, each in connection with Art. 6 para. 1 sentence 1 lit. c) GDPR, form the legal basis for processing this information. Moreover, we may also process this personal data in order to comply with other legal obligations such as regulatory requirements as well as retention obligations under securities, trading and tax laws; the respective statutory provisions in connection with Art. 6 para. 1 sentence 1 lit. c) GDPR form the legal basis for processing this information. In addition, we also process personal data to protect justified interests such as the legally-conforming preparation and implementation of the annual general meeting. Art. 6 para. 1 sentence 1 lit. f) GDPR forms the legal basis in this respect. Where personal data is submitted to us in connection with an inquiry, Art. 6 para. 1 sentence 1 lit. a) GDPR forms the legal basis for the purpose of responding to such inquiries.

After the virtual annual general meeting, shareholders can view the data collected for all participants in the annual general meeting pursuant to § 129 (section 4 sentence 2) of the Companies Act.

Where we do not receive the aforementioned personal data directly from the affected shareholder, it is provided to us by financial or credit institutions.

CropEnergies AG will only provide the service providers it has engaged for the purpose of implementing the annual general meeting with the personal data that is required to render the commissioned service, and they will only process this personal data according to CropEnergies AG’s directives. Each one of our employees and all employees of service providers who have access to the above personal data and/or who process the same are obliged to treat this data as confidential information.

Journalists and guests can also recognise your personal data if this data is disclosed during the meeting (particularly while answering questions). We do not have any influence over the processing of personal data (by the attending journalists or guests) that was disclosed at the annual general meeting in accordance with this data privacy information; in this context, we are not the data controller as defined by the GDPR.

In some situations, CropEnergies AG may be required to forward personal data to other recipients, which process the personal data at their own responsibility (Art. 4 no. 7 GDPR), in particular public authorities such as the competent regulatory authority.

The personal data will be stored in the context of the statutory obligations and will subsequently be deleted unless a longer storage period is warranted based on a justified interest of CropEnergies AG (e.g. in the case of imminent or actual judicial or out-of-court disputes in connection with the annual general meeting).

With regard to the processing of personal data, shareholders / proxies may, pursuant to the statutory requirements, exercise a right of information, correction, restriction, objection and deletion regarding the processing of their personal data, and the right to have the data transferred pursuant to Art. 15 to 22 GDPR.

These rights can be asserted vis-a-vis CropEnergies AG free of charge using the e-mail address datenschutz@cropenergies.de or by contacting the company's data protection officer at:

CropEnergies AG
Data Protection Officer
MaximilianstraĂźe 10
68165 Mannheim
Germany.

In addition, according to Art. 77 GDPR, shareholders / proxies also have the right to submit a complaint to the data privacy supervisory authorities.

Detailed information regarding data privacy can be obtained from the company's website at

www.cropenergies.com (section: Investor Relations/Annual General Meeting)

Dates around the AGM

19.05.2021 Publication of annual report
28.05.2021 Convening of the virtual Annual General Meeting by public announcement in the Federal Gazette and via the European media bundle
28.05.2021 Publication of the documents for the annual general meeting on the CropEnergies homepage
12.06.2021 Deadline for requests for additions to the agenda (12:00 a.m. (CEST))
22.06.2021 Record Date (record date for shareholdings; 00:00 a.m. (CEST))
22.06.2021 Activation of the shareholder portal* on the CropEnergies homepage incl. the functions electronic proxy/instruction to proxies, electronic proxy to third parties, electronic postal vote and taking of questions
28.06.2021 Last day for the receipt of countermotions for publication pursuant to § 126 of the German Stock Corporation Act (i.e. publication on the website) (12:00 a.m. (CEST)).
Note: However, there will be no voting on countermotions or election proposals at the virtual AGM, as these cannot be submitted (in person) at the virtual AGM.
06.07.2021 Registration period for shareholders ends (12:00 a.m. (CEST))
11.07.2021 Deadline for submission of questions via shareholder portal by shareholders or proxies duly registered for the AGM (12:00 a.m. (CEST))
12.07.2021 Last day for submission of proxies and instructions by mail or fax (received by 6:00 p.m. (CEST))
13.07.2021 Deadline for electronic postal vote or power of attorney/instructions to proxies of the Company via shareholder portal" at the Annual General Meeting until the beginning of the vote
13.07.2021 Deadline for granting power of attorney to third parties via the shareholderportal "until the end of the Annual General Meeting (AGM)".
13.07.2021 Day of the virtual Annual General Meeting 2021
Start: 10:00 a.m. (CEST)
Public transmission of the AGM in picture and sound on the company's homepage: "Only from the opening of the AGM until the end of the speech by the Chairman of the Board of Management"Transmission of the entire AGM in audio and video via the shareholder portal, i.e. only for shareholders registered for the AGM or their proxies: "from the opening of the AGM until the end of the AGM".
13.07.2021 Possibility to object to resolutions of the AGM via shareholder portal (waiving the requirement to appear; only for shareholders and their proxies who have exercised their voting rights)
14.07.2021 Publication of the voting results on the CropEnergies website will take place no later than the day after the annual general meeting.
14.07.2021 Dividend announcement pursuant to § 49 (1) No. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz) in the Federal Gazette and publication of the information on the dividend on the company's website
16.07.2021 Dividend payment

* Access to the shareholder portal is only possible for shareholders and their proxies who have duly registered for the Annual General Meeting. Shareholders/proxies will receive the access code with the registration confirmation for the virtual Annual General Meeting.


Information on data protection

If you have any questions, or would like further information, please contact

Heike Baumbach

Investor Relations
Phone: +49 621 71 41 90-30
Fax: +49 621 71 41 90-04
E-Mail: ir@cropenergies.de