Investor Relations

Agenda items with decision

ITEM 2

Appropriation of net profit

The executive board and the supervisory board propose to appropriate the net profit of CropEnergies AG for the 2019/20 financial year of EUR 27,942,974.00 as follows:
Distribution of a dividend of € 0.30 per share
based on 87,250,000 no-par-value shares
EUR 26,175,000.00
Carried forward to new account (profit carried forward)EUR 1,767,974.00
Net profitEUR 27,942,974.00
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) Aktiengesetz (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 17 July 2020.

ITEM 3

Approval of the members of the executive board

Approval of the members of the executive board for the 2019/20 financial year:
The supervisory board and the executive board propose that the members of the executive board are approved for the 2019/20 financial year.

ITEM 4

Approval of the members of the supervisory board

Approval of the members of the supervisory board for the 2019/20 financial year
The executive board and the supervisory board propose that the members of the supervisory board are approved for the 2019/20 financial year.

ITEM 5

Election of a member to the supervisory board

Member of the supervisory board Dr. Wolfgang Heer, Ludwigshafen am Rhein, resigned on 4 March 2020.
Following the decision of the Mannheim register court on 16 March 2020, Dr. Thomas Kirchberg, Würzburg, was appointed to succeed him in the interim. Therefore, a new member must be elected to the supervisory board for the remainder of the current term of office.
The supervisory board proposes that
Dr. Thomas Kirchberg
97074 Würzburg
Diplom-Agraringenieur
Member of the Management Board of Südzucker AG
- who is currently appointed by the court - is elected to the supervisory board as a shareholder representative as of the end of the annual general meeting on 14 July 2020 for the remainder of the current term of office for the current supervisory board, i.e. until the end of the annual general meeting that will decide on the discharge for the 2021/22 financial year.
The supervisory board proposes the candidate in accordance with the recommendation of the supervisory board’s nomination committee and on the basis of the requirements of the
German Corporate Governance Code of Conduct, and taking into account the objectives designated by the supervisory board for the board's composition.
The supervisory board has confirmed that the proposed candidate is able to devote the expected amount of time to this office.
Mandates of the proposed candidate in other supervisory boards that must be created by law:
Mandates of the proposed candidate in similar domestic and foreign supervisory bodies:
AGRANA Beteiligungs-AG, Vienna/Austria
Ekosem-Agrar AG, Walldorf
Freiberger Holding GmbH, Berlin (Chairman)
Südzucker Unterstützungswerk, Frankenthal/Pfalz
Südzucker Versicherungs-Vermittlungs-GmbH, Mannheim
Information pursuant to the recommendation C13 of the German Corporate Governance Code of Conduct:
Dr. Thomas Kirchberg is a member of the Management Board of Südzucker AG; this company is the parent company and supplier of CropEnergies AG.
Additional information regarding the proposed candidate can be found on the company's website at
www.cropenergies.com (category: Investor Relations / Hauptversammlung)
According to § 8 section 1 of the CropEnergies AG articles of association, the company's supervisory board consists of six members. Pursuant to § 96 section 1 and § 101 section 1 of the Companies Act, the supervisory board is composed solely of supervisory board members of the shareholders.

ITEM 6

Election of the auditor and the group auditor for the 2020/21 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 regarding the specific requirements for audits at companies in the public interest and for reversing the decision 2005/909/EC of the Commission (EU Auditor Regulation), the supervisory board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt/Main is appointed as auditor and group auditor for the 2020/21 financial year, and as auditor for a possible audit review of financial information generated during the course of the year for the 2020/21 financial year and for the first quarter of the 2021/22 financial year.
In its recommendation, the audit committee stated that its 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 7

Cancellation of the existing and creation of new authorised capital (with the option to exclude the pre-emptive right) and amendment of the articles of association

The authorisation for the authorised capital 2016 that exists pursuant to § 4 section 3 of the articles of association expires on 11 July 2021; it has not been utilised to date. The cancellation of the authorised capital 2016 is to be followed by the creation of new authorised capital in the amount of € 15,000,000 - which represents approximately 17.2% of the share capital of € 87,250,000 that exists at the time the resolution is adopted.
The executive and supervisory board recommend the adoption of the following resolution:
a) The authorised capital 2016 pursuant to § 4 section 3 of the articles of association is cancelled effective on the registration date of the new authorised capital as defined in b) and c) below in the commercial register and the amendment of § 4 section 3 of the articles of association.
b) The executive board is hereby authorised to increase the company's share capital once or multiple times until 13 July 2025 with the approval of the supervisory board by issuing new, no-par bearer shares against cash and/or contributions in kind (for the entire or part amounts) by an amount of up to € 15,000,000.00 (authorised capital 2020).
Regarding the issue of shares against contributions in kind, the executive board is authorised to exclude the pre-emptive right of the shareholders with the consent of the supervisory board in order to grant shares in line with (i) mergers, (ii) the purchase of companies, parts of companies or participating interests in companies (including additions to existing participating interests) or other assets in connection with an acquisition project or (iii) the purchase of other assets (including claims by third parties against the company or its affiliates).
In general, shareholders must be granted a pre-emptive right if the share capital is increased in the form of cash contributions. The shares may also be transferred to one or more credit institutions or companies in terms of § 186 section 5 sentence 1 of the Companies Act, with the obligation that they offer the same to the company's shareholders for purchase (indirect pre-emptive right).
However, the executive board is also authorised, with the approval of the supervisory board, to exclude the pre-emptive right of the shareholders if the issue price does not fall significantly below the exchange price of the company's shares with the same features at the time the issue price is conclusively determined. This authorisation is only valid under the condition that the shares issued in exclusion of the pre-emptive right pursuant to § 186 section 3 sentence 4 of the Companies Act as a whole do not exceed 10% of the share capital, neither on the effective date of this authorisation nor on the date this authorisation is exercised. Those shares must be applied against this restriction of 10% of the share capital that (i) are issued or sold during the term of this authorisation in exclusion of the pre-emptive right in direct or corresponding application of § 186 section 3 sentence 4 of the Companies Act and/or (ii) are or can be issued in order to service conversion rights and/or options or conversion obligations from convertible bonds, option bonds or participating bonds or participation rights, insofar as the aforementioned debentures or participation rights are issued during the term of this authorisation in corresponding application of § 186 section 3 sentence 4 of the Companies Act by excluding the pre-emptive right of the company's shareholders or its affiliated companies.
The executive board is also authorised, with the approval of the supervisory board, to exclude the pre-emptive right of the shareholders if this is required to grant the owners of conversion rights or options or creditors of convertible bonds, option bonds or participating bonds or participation rights with conversion obligations that are issued by the company or a company affiliated with the same a pre-emptive right to new no-par value bearer shares of the company at the amount that they would be entitled to after exercising the options or conversion rights or following the fulfilment of conversion obligations.
The executive board is also authorised, with the approval of the supervisory board, to exclude fractional amounts from the pre-emptive right of the shareholders.
The above authorisations for excluding the pre-emptive right are granted independent of each other.
The executive board is furthermore authorised, with the approval of the supervisory board, to define the further contents of the share rights and the conditions for the issue of shares.
The supervisory board is authorised to amend the version of the article of association in accordance with the amount of the respective capital increase from the authorised capital 2020.
c) § 4 section 3 of the articles of association is amended to read as follows:
“(3) The executive board is hereby authorised to increase the company's share capital once or multiple times until 13 July 2025 with the approval of the supervisory board by issuing new, no-par bearer shares against cash and/or contributions in kind (for the entire or part amounts) by an amount of up to € 15,000,000.00 (authorised capital 2020).
With regard to the issue of shares or contributions in kind, the executive board is authorised to exclude the pre-emptive right of the shareholders with the consent of the supervisory board in order to grant shares in line with (i) mergers, (ii) the purchase of companies, parts of companies or participating interests in companies (including additions to existing participating interests) or other assets in connection with an acquisition project or (iii) the purchase of other assets (including claims by third parties against the company or its affiliated companies).
In general, shareholders must be granted a pre-emptive right if the share capital is increased in the form of cash contributions. The shares may also be transferred to one or more credit institutions or companies in terms of § 186 section 5 sentence 1 of the Companies Act, with the obligation that they offer the same to the company's shareholders for purchase (indirect pre-emptive right).
However, the executive board is also authorised, with the approval of the supervisory board, to exclude the pre-emptive right of the shareholders if, at the time the issue price is conclusively determined, the issue price does not fall significantly below the exchange price of the company's shares with the same features. This authorisation is only valid under the condition that the shares issued in exclusion of the pre-emptive right pursuant to § 186 section 3 sentence 4 of the Companies Act as a whole do not exceed 10% of the share capital, neither on the effective date of this authorisation nor on the date this authorisation is exercised. Those shares must be applied against this restriction of 10% of the share capital that (i) are issued or sold during the term of this authorisation in exclusion of the pre-emptive right in direct or corresponding application of § 186 section 3 sentence 4 of the Companies Act and/or (ii) are or can be issued in order to service conversion rights and/or options or conversion obligations from convertible bonds, option bonds or participating bonds or participation rights, insofar as the aforementioned debentures or participation rights are issued during the term of this authorisation in corresponding application of § 186 section 3 sentence 4 of the Companies Act by excluding the pre-emptive right of the company's shareholders or its affiliated companies.
The executive board is also authorised, with the approval of the supervisory board, to exclude the pre-emptive right of the shareholders if this is required to grant the owners of conversion rights or options or creditors of convertible bonds, option bonds or participating bonds or participation rights with conversion obligations that are issued by the company or a company affiliated with the same a pre-emptive right to new no-par value bearer shares of the company in the amount that they would be entitled to after exercising the options or conversion rights or following the fulfilment of conversion obligations.
The executive board is also authorised, with the approval of the supervisory board, to exclude fractional amounts from the pre-emptive right of the shareholders.
The above authorisations for excluding the pre-emptive right are granted independent of each other.
The executive board is furthermore authorised, with the approval of the supervisory board, to define the further contents of the share rights and the conditions for the issue of shares.
The supervisory board is authorised to amend the version of the article of association in accordance with the amount of the respective capital increase from the authorised capital 2020.”

ITEM 8

Creation of a new authorisation to purchase own shares including its use in exclusion of the pre-emptive right

Unless this is expressly permitted by law, the company may only purchase own shares with special authorisation from the annual general meeting (§ 71 section 1 number 8 of the Companies Act). As the authorisation adopted by the Annual General Meeting from 14 July 2015 expires on 13 July 2020, a new resolution for authorisation is to be submitted to the annual general meeting.
Therefore the executive board and supervisory board recommend the adoption of the following:
a) That the company is authorised to purchase own shares up to an amount of 10% of the share capital that existed at the time the resolution was adopted. In this context, the shares purchased on the basis of this authorisation, together with other shares of the company that the company still owns or already purchased at an earlier date, or which must be attributed to the company pursuant to §§ 71d, 71e of the Companies Act, may at no time exceed 10% of the share capital. The authorisation goes into effect at the end of the regular annual general meeting on 14 July 2020 and is valid until 13 July 2025.
b) At the executive board's discretion, the shares may be purchased by way of a public offer to buy, a public request to submit offers to sell that is directed at the company's shareholders, or in another manner subject to § 53a of the Companies Act. The purchase price (without ancillary purchase costs) may not exceed or fall short of the average price of the company's share before the cut-off date by more than 10%. The average price refers to the non-volume weighted average of the closing rates for the company's share in XETRA trading (or a comparable successor system) at the securities exchange in Frankfurt am Main on the last three stock exchange trading days before the cut-off date. The cut-off date is
(1) for purchases through the stock exchange - the date of purchase, or the date on which the purchase obligation was assumed (whichever is earlier);
(2) for purchases by way of a public offer to buy or a public request to submit offers to sell directed to the company's shareholders - the date on which the executive board makes a decision regarding the public offer to buy or the public request to submit offers to sell that is directed at the company's shareholders;
(3) for acquisitions by other means in accordance with § 53a of the Companies Act - the date on which the executive board makes a decision regarding the purchase of shares.
Where the purchase price is defined or amended after the publication of the purchase offer or the request to submit offers to sell, the cut-off date is the date on which the price was defined or amended. The volume of the offer may be limited. If the total amount of shares for which the shareholders accept the company's public purchase offer or for which the shareholders submit an offer to sell exceeds the total amount of the company's purchase offer, it will be accepted in the proportion of the total amount of the purchase offer to the total shares offered by the shareholders. In the case of a public request to submit offers to sell, acceptance will be based on ratios only if the offers are equivalent. Provision may be made for the preferred acceptance of smaller unit numbers of up to 100 units of company shares offered for purchase per company shareholder.
Own shares may also be purchased via an affiliate company or a third party acting for its own account or that of the company, if they comply with the above restrictions.
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
(1) with the approval of the supervisory board in exclusion of the shareholders’ pre-emptive right, sell them to third parties in connection with (i) mergers, (ii) the acquisition of companies, portions of companies or participating interests in companies (including an increase in existing participating interests) or other assets that are connected to an acquisition project or (iii) the purchase of other assets (including third-party claims against the company or its affiliated companies), or
(2) with the approval of the supervisory board in exclusion of the shareholders’ pre-emptive right, sell such shares in a manner other than through the stock exchange or an offer to all shareholders, if these shares are sold against cash payment at a price that is not significantly below the exchange price of the company's shares with the same features at the time of disposal. However, this authorisation is only valid under the condition that the shares sold in exclusion of the pre-emptive right pursuant to § 186 section 3 sentence 4 of the Companies Act as a whole do not exceed 10% of the share capital, neither on the effective date of this authorisation nor on the date this authorisation is exercised. Those shares must be applied against this restriction of 10% of the share capital that (i) are issued by utilising an authorisation to issue new shares from the authorised capital pursuant to § 186 section 3 sentence 4 of the Companies Act in exclusion of the shareholders’ pre-emptive rights, which applies during the term of this authorisation, and/or (ii) are or can be issued in order to service conversion rights and/or options or conversion obligations from convertible bonds, option bonds or participating bonds or participation rights, insofar as the aforementioned debentures or participation rights are issued by the company or an affiliate company during the term of this authorisation for the purchase of own shares in corresponding application of § 186 section 3 sentence 4 of the Companies Act in exclusion of the pre-emptive right of the shareholders, or
(3) with the approval of the supervisory board in exclusion of the shareholders’ pre-emptive right, use such shares to service conversion and pre-emptive rights from possible future debentures with conversion or option rights issued by the company or a company affiliated with the same and which the executive board has been authorised to issue by the annual general meeting, and transfer own shares to those with conversion and pre-emptive rights at the conditions that must be defined in the authorisation resolutions of the annual general meeting.
Own shares may also be transferred to a credit institution or another company that meets the requirements of § 186 section 5 sentence 1 of the Companies Act if it accepts the shares with the obligation of selling the same through the stock exchange, offering them to the shareholders for purchase or to implement an offer to purchase that is directed at all shareholders, or to implement the aforementioned purposes. The company may also purchase own shares for the purpose of implementing the aforementioned purposes by way of a loan on securities from a credit institution or another company that meets the requirements of § 186 section 5 sentence 1 of the Companies Act; in that case, the company must ensure that the shares are purchased for the purpose of repaying the loan on securities in compliance with § 71 section 1 number 8 sentence 3 and 4 of the Companies Act.
d) Own shares may also be purchased for the purpose of redemption at the expense of the net profit or other revenue reserves. Redemptions have the effect of reducing the capital. Notwithstanding the above, the executive board may decide that in the case of a redemption, the share capital remains unchanged and that instead the remaining shares’ proportion of the share capital is increased pursuant to § 8 section 3 of the Companies Act; in this case, the executive board is authorised to adjust the number of no-par shares in the articles of association. The executive board is also authorised to implement the redemption without further resolution by the annual general meeting.
e) All of the above authorisations for the purchase of own shares and the onward disposal / redemption of the same may also be exercised in part. They may be exercised once or multiple times until the maximum volume of purchased own shares pursuant to lit. a) has been reached.

ITEM 9

Creation of a new authorisation to purchase own shares using derivatives including its use in exclusion of the pre-emptive rights

The executive board and supervisory board recommend the adoption of the following:
In addition to the authorisation to purchase own shares to be adopted in as per ITEM 8, shares may also be purchased through the use of derivatives in addition to the methods described in ITEM 8.
a) The executive board is authorised to also purchase own shares within the framework approved under ITEM 8 and subject to the following: (i) in fulfilment of options that oblige the company to purchase own shares if the option is exercised (“put options”), (ii) in the exercise of options that give the company the right to purchase own shares if the option is exercised (“call options”), (iii) as a result of purchase agreements in which there are more than two trading days between the date on which the purchase agreement for the company's shares was concluded and the shares were delivered (“forward purchases”) or (iv) using a combination of put options, call options and/or forward purchases (hereafter also “derivatives”).
b) The maximum number of shares purchased through the use of derivatives is limited to 5% of the share capital at the time the annual general meeting adopts the resolution regarding this authorisation (corresponding to 4,362,500 shares at the time this annual general meeting was convened). The terms of individual derivatives may not exceed 18 months. They must end no later than 13 July 2025 and must be selected in such a way that the purchase of own shares in exercise of the derivatives cannot take place after 13 July 2025.
c) The purchase price that must be paid for the shares when the derivatives are utilised (strike price), or the purchase price that must be paid in the context of forward purchases (each without ancillary purchase costs) may not exceed or fall short of the average price of the company's share prior to the conclusion of the relevant derivative transaction by more than 10%. Any premium that is received or paid must also be taken into account, unless it accounts for 5% or less of the strike price. The average price refers to the non-volume weighted average of the closing rates for the company's share in XETRA trading (or a comparable successor system) at the securities exchange in Frankfurt am Main on the last three stock exchange trading days.
The purchase price paid by the company for derivatives cannot materially exceed, and the amount realised by the company for derivatives may not materially fall short of, the theoretical market value of the respective derivatives that is calculated in accordance with recognised financial mathematics methods, whereby the agreed strike price must also be taken into account in the calculation. The forward price agreed by the company for forward purchases may not be materially above the theoretical forward price that has been calculated in accordance with recognised financial mathematics methods, whereby the current exchange price and the term of the forward purchase must also be taken into account in the calculation.
d) Where own shares are purchased with the use of derivatives and in compliance with the preceding provisions, the shareholders’ right to enter into such derivative transactions with the company is hereby excluded in corresponding application of § 186 section 3 sentence 4 of the Companies Act. Shareholders only have a right to offer their shares to the extent that the company has an obligation to accept the shares on the basis of the derivative transactions. Any further right of sell-out is hereby excluded.
e) The provisions defined under ITEM 8 apply accordingly to the sale and redemption of shares that were purchased with the use of derivatives.

ITEM 10

Adoption of a resolution regarding amendments to § 15 of the articles of association

The criteria for the supporting documents that must be provided in order to participate in the annual general meeting and to exercise voting rights are amended by the Law to Implement the Second Shareholders’ Rights Directive from 12 December 2019 (ARUG II). With regard to bearer shares of listed companies, pursuant to the amended § 123 section 4 sentence 1 of the Companies evidence provided by the last intermediary pursuant to the newly inserted § 67c section 3 of the Companies Act shall now be sufficient to participate in the annual general meeting or to exercise voting rights. According to the current § 15 section 2 of the CropEnergies AG articles of association, proof of entitlement to participate in the annual general meeting must be provided in the form of a confirmation of shareholdings that is issued by the custodian bank, which must be submitted in text form and in German or English. The revised version of the provision contained in § 15 section 2 of the articles of association, which is recommended for adoption, addresses this legislative change.
For the remainder, the ability to participate in the annual general meeting is also supposed to be modernised and facilitated. For this purpose, two new sections 4 and 5 are to be added after section 3 of the current version of § 15, which remains unchanged.
The statutory changes to § 123 section 4 sentence 1 of the Companies Act and the new designated § 67c of the Companies Act do not apply until 3 September 2020 and will apply for the first time to annual general meetings that are convened after 3 September 2020. The articles of association are supposed to be revised now in order to avoid any conflict between the articles of association and the legislation with regard to the supporting documents for participating in the company's annual general meeting or exercising voting rights. By making the corresponding application to the commercial register, the executive board shall ensure that the amended articles of association that are recommended for adoption under ITEM 10 only take effect as of 3 September 2020.
The executive board and supervisory board recommend the adoption of the following:
§ 15 section 2 of the articles of association is amended to read as follows:
“(2) Submission of proof of shareholdings in text form by the last intermediary in accordance with § 67c section 3 of the Companies Act shall be deemed sufficient evidence of eligibility pursuant to section 1. The proof must relate to the start of the 21st day before the meeting.”
Two new sections 4 and 5 are added to § 15 as follows:
“(4) The executive board is hereby authorised to stipulate that shareholders can attend the annual general meeting at its location without being physically present and without a proxy, and that they may exercise all or some of their rights by way of electronic communication, entirely or in part (online participation). The executive board is also authorised to add provisions regarding the scope and the procedure for online participation. Any utilisation of the procedure pursuant to sentence 1 and the provisions made in this regard pursuant to sentence 2 must be communicated with the invitation to the annual general meeting.”
“(5) The executive board is hereby authorised to stipulate that shareholders may also vote in writing or by way of electronic communication (absentee voting) without participating in the annual general annual meeting. The executive board is also authorised to add provisions regarding the procedure for absentee voting. Any utilisation of the procedure pursuant to sentence 1 and the provisions made in this regard pursuant to sentence 2 must be communicated with the invitation to the annual general meeting.”
The executive board is instructed to only report the amended articles of association pursuant to ITEM 10 to the commercial register for entry after 3 September 2020.

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