Investor Relations

Participation and exercise of voting rights


Conditions for participation in the virtual annual general meeting and for exercising voting rights

Only those shareholders who register with the company at the following address:
CropEnergies AG
c/o Deutsche Bank AG
Securities Production
- General Meetings -
Postfach 20 01 07
60605 Frankfurt/Main
Germany
Fax.: +49 (0) 69/ 12012-86045
E-mail: wp.hv@db-is.com
no later than 7 July 2020 (midnight) and provide evidence from their custodian bank that they were a shareholder of the company at the start of the 21st day prior to the annual general meeting, i.e. at 0:00 hours on 23 June 2020 (record date), are entitled to participate in the virtual annual general meeting and exercise voting rights. Like the registration, proof of ownership of shares of the company must reach the company at the above address by no later than 7 July 2020 (midnight). Registrations and proof of share ownership must be submitted in either German or English. Proof of ownership may be provided in text form.
After the registration, applications and proof of share ownership are received by the aforementioned registration office of CropEnergies AG in a timely manner, shareholders will be sent admission confirmations (“registration confirmation”) for participation in the virtual annual general meeting by the registration office. In order to ensure that the registration confirmations for the virtual annual general meeting are received in a timely manner, we kindly ask that shareholders request a registration confirmation for the virtual annual general meeting from their custodian bank as early as possible. In this case, the necessary application and proof of share ownership will be submitted by the custodian bank. Registration confirmations for the virtual annual general meeting are used purely for organisational purposes.
The record date is the relevant date for the number of shares held and the exercise of the participation and voting rights at the virtual annual general meeting. In relation to the company, only those shareholders who provide proof of share ownership on the record date are entitled to participate in the virtual annual general meeting and exercise their voting rights. Changes in the number of shares held after the record date are not relevant. Shareholders who only acquired their shares after the record date are not entitled to participate in the virtual annual general meeting or exercise their voting rights unless they have been authorised in this respect, or they have been authorised to exercise legal rights. Shareholders who have registered and provided the relevant proof of ownership as required are still entitled to participate in the virtual annual general meeting and exercise their voting rights even if they sell their shares after the record date. The record date places no restrictions on the sale of shares and is not a relevant date for a possible dividend entitlement.

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Implementation of the annual general meeting as a virtual annual general meeting

Against the background of the current COVID-19 pandemic, the executive board has decided, with the approval of the supervisory board, to hold the regular annual general meeting on 14 July 2020 pursuant to Article 2 § 1 section 2 in connection with section 6 of the COVID-19 Law as a virtual annual general meeting without the shareholders or their proxies being physically present.
This means that the shareholders and their proxies cannot attend the annual general meeting in person. Rather, they can avail themselves of the options outlined in sections aa) to dd) to participate in the virtual annual general meeting through the shareholder portal. You can access the shareholder portal at
www.cropenergies.com (category: Investor Relations/Hauptversammlung)
using the access code that you received with the confirmation registration for the virtual annual general meeting.
aa) Video and audio transmission on the internet
Duly registered shareholders and their proxies can follow the entire annual general meeting via video and audio transmission on the internet. Please use the “Livestream” function in the shareholder portal (see letter b) above).
The report of the executive board is also available to the interested public at the beginning of the virtual annual general meeting at www.cropenergies.com (category: Investor Relations/Hauptversammlung).
bb) Exercising voting rights
Duly registered shareholders and their proxies can only exercise their voting rights through an electronic absentee vote 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 sections c), d) and e).
cc) Opportunity to ask questions
Duly registered shareholders and their proxies can submit questions until 11 July 2020, midnight. Questions can only be submitted through the shareholder portal (see above under letter b)). Please use the “Submit questions” function in the shareholder portal. Questions cannot be asked during the annual general meeting.
Additional explanations can be found in section “3. Shareholders’ rights”.
dd) Objecting to the resolutions of the annual general meeting
Duly registered shareholders and their proxies, who have exercised their voting rights pursuant to sections bb), can object to one or more of the resolutions of the annual general meeting during the course of the annual general meeting, i.e. at the least until the end of the annual general meeting. This is only possible through the shareholder portal (see above under section b)). Please use the “Objection” function in the shareholder portal.
Additional explanations can be found in section “3. Shareholders’ rights”.
ee) 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 all duly registered shareholders or proxies. Therefore we recommend that you avail yourself of the aforementioned participation options (particularly with regard to the voting right) at an early date.

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Process for voting by electronic absentee voting

Shareholders and their proxies who are entitled to vote can exercise the voting right by electronic absentee voting. Please use the function “Vote by absentee voting” in the shareholder portal for (see letter b)). The option to exercise the voting right by absentee voting is available until the start of voting during the annual general meeting.

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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 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.
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.
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 (0) 89 30903-74675
Proxy may be granted using the form provided to shareholders after registration along with their registration confirmation for the virtual annual general meeting.
Proxy appointments, proxy revocations and evidence of proxy authorisation may also be submitted to the company electronically via the company's shareholder portal. The shareholder portal can be accessed by shareholders and their proxies via:
www.cropenergies.com (category: Investor Relations/Hauptversammlung).
It also contains additional information on how to use the shareholder portal. Proxy appointments to third parties may be granted, confirmed, amended or revoked via the shareholder portal up to the end of the annual general meeting. Please use the function “Proxy appointments to third parties” in the shareholder portal for this purpose (see letter a)).
Proxies are also not able to attend the annual general meeting in person and are limited to the participation options described in the section “Implementation of the annual general meeting as a virtual annual general meeting without the physical presence of the shareholders and their proxies” (above under letter b)). They must cast their vote either by way of electronic absentee voting or by authorising and instructing the company's authorised representatives for this purpose (see the sections “Process for voting by electronic absentee voting” above under letter c) and “Procedure for votes submitted by authorised representatives of the company” (below under letter e)).

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Procedure for votes submitted by authorised representatives of the company

The company provides its shareholders and their representatives with the option to grant proxy to authorised representatives nominated by the company, who are bound by instructions. Shareholders who wish to grant proxy to the authorised representatives nominated 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. If proxy is granted to the representatives nominated by the company, these representatives must be provided with express instructions on the items for resolution. The authorised representatives are bound to vote in accordance with the instructions received from shareholders; they may not exercise the voting rights at their own discretion.
Representatives appointed by the company cannot vote on motions on procedure at the annual general meeting, counterproposals or other motions within the meaning of § 126 of the Companies Act and proposals within the meaning of § 127 of the Companies Act. 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.
The grant of proxy to the representatives nominated by the company, the revocation of such proxy and evidence of proxy authorisation must be provided to the company in text form. The necessary documents and information will be provided to shareholders together with the registration confirmation for the virtual annual general meeting.
Shareholders who have registered may also attend the annual general meeting virtually even after granting proxy to the representatives nominated by the company (see letter b)).
Please send proxy appointments and instructions to the representatives nominated by the company by post or fax to the following address to be received no later than 13 July 2020 (by 6:00 pm):
CropEnergies AG
c/o Computershare Operations Center
80249 Munich
Germany
Fax: +49 (0) 89 30903-74675
Proxy appointments and instructions for authorised representatives can also be submitted electronically via the company's shareholder portal. The shareholder portal can be accessed by shareholders at:
www.cropenergies.com (category: Investor Relations/Hauptversammlung)
It also contains additional information on how to use the shareholder portal. Proxy appointments and instructions for representatives nominated by the company can be issued, amended or revoked during the annual general meeting until the start of voting using the shareholder portal. Please use the function “Proxy appointments with instructions for the representatives nominated by the company” in the shareholder portal (see letter b)).

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