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Information on attending
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II. Requirements for attendance at annual general meetings and the exercise of voting rights
- Total number of shares and voting rights
The issued capital of the Company amounting to €308,978,241.98 was divided into 120,861,783 no-par-value bearer shares on the date this Annual General Meeting was convened. Each share confers one vote. All the shares are of the same type. On the date this Annual General Meeting was convened the Company held no treasury shares.
- Requirements for attendance at annual general meetings and the exercise of voting rights
Only those shareholders who have, prior to the Annual General Meeting, registered with the Company and provided proof of entitlement to attend the Annual General Meeting and exercise their voting rights will be entitled to attend the Annual General Meeting and exercise their voting rights.
The proof of entitlement to attend the Annual General Meeting and exercise a voting right must relate to such status as at 15 April 2010, 00.00 hours (the proof of entitlement reference date). A specific proof of shareholding issued by the custodian in writing or by electronic mail (§ 126b BGB) will suffice as proof of entitlement.
Registration together with proof of entitlement in either German or English must reach the following registration office no later than 24.00 hours on 29 April 2010.
Registration office:
DEUTZ AG
c/o Deutsche Bank AG
General Meetings
Postfach 20 01 07
60605 Frankfurt am Main, Germany
Fax: +49 (0) 69 12 01 28 60 45
Email: WP.HV@Xchanging.com
Admission cards for attendance at the Annual General Meeting will be sent to shareholders once the Company has seen proof of their shareholdings. We would ask shareholders to request an admission card from their custodian as early as possible so that they receive their admission cards in good time. In this case, the custodian will carry out the necessary registration and send the required proof of shareholding.
- Importance of the proof of entitlement reference date
The proof of entitlement reference date is the critical date regarding the number of persons with the right to attend and exercise voting rights at the Annual General Meeting. Only those who have provided proof of shareholding as at the reference date qualify as shareholders of the Company who can participate in the Annual General Meeting and exercise a voting right. Changes in shareholdings after the proof of entitlement reference date are disregarded for this purpose. Regardless of possible proxies in the internal relationship between seller and acquirer, shareholders who have only acquired their shares after the reference date may not therefore attend the Annual General Meeting. Shareholders who have duly registered and provided the relevant proof are entitled to attend the Annual General Meeting and exercise their voting rights even if they have sold the shares after the proof of entitlement reference date. This has no effect on the marketability of shares and the date is of no relevance as far as any entitlement to dividends is concerned.
- Procedure for voting by proxy
Shareholders who do not wish to attend the Annual General Meeting in person may elect to have their voting rights exercised by a proxy e.g. by a bank, shareholder association or by the voting proxy nominated by DEUTZ AG. In this case too, registration and submission of the proof of entitlement to attend the Annual General Meeting and exercise a voting right is also required as specified in no. 2.If a shareholder appoints more than one proxy, the Company is entitled to reject one or more of these proxies.
The issue or cancellation of proxies, together with the proof of authority, must be submitted to the Company in writing or by electronic mail (§ 126b BGB). The proxy form produced by the Company may be used for the issue of a proxy. This form will be sent to shareholders together with admission cards.
Special requirements may apply to the appointment of the following as proxies: banks, shareholder associations or equivalent persons or entities in accordance with section 135 (8) AktG who undertake to act in a business arrangement as proxies for shareholders and exercise their voting rights at the Annual General Meeting; in such cases, shareholders are requested to consult the entity to be appointed as proxy in good time in order to ensure that the entity's requirements as regards the form of proxy are satisfied.
An authorised proxy may provide proof of the issue of a proxy simply by presenting the proxy authorisation on the day of the Annual General Meeting to the persons checking attendance cards at the entrance to the meeting. Proof of the issue of a proxy may also be sent by postal mail, fax or email (hereinafter referred to as "communication channels") to the following address:
DEUTZ AG
Investor Relations
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
Fax: +49 (0) 221 82 21 52 49 1
Email: Vollmacht.HV_2010@deutz.com
The aforementioned communication channels may also be used if the proxy is to be issued by declaration to the Company; in this case, separate proof of the issue of the proxy is not required.
The cancellation of a proxy already issued may also be submitted directly to the Company using the aforementioned communication channels.
DEUTZ AG also offers shareholders who are unable to attend the Annual General Meeting in person the option of being represented at the Annual General Meeting by employees of the Company who will then act in accordance with the instructions of the shareholder concerned. If a shareholder appoints as a proxy one of the proxies nominated by the Company for this purpose, the shareholder must issue instructions to the proxy for the exercise of his/her voting rights. The proxy is invalid without these instructions. The persons nominated by the Company to act as proxies on behalf of shareholders are under an obligation to vote in accordance with the instructions from the shareholders concerned.
The proxy form sent to shareholders with the attendance card may also be used to authorise a proxy nominated by the Company and to issue instructions to this proxy. Proxy authorisations with instructions must be submitted in writing or by electronic mail (§ 126b BGB). Proxy authorisations with instructions must be received by midnight on 4 May 2010 by postal mail, fax or email at the following address:
DEUTZ AG
c/o Computershare HV-Services AG
Prannerstrasse 8
803333 Munich, Germany
Fax: +49 (0) 89 30 90 37 46 75
Email: Vollmacht.HV_2010@deutz.com
Further details on attending the Annual General Meeting and on issuing proxy authorisations and instructions will be sent to shareholders together with the attendance card.
- Agenda item requests, nominations for election, requests for information
5.1 Requests for additions to the agenda submitted by a minority pursuant to section 122 (2) AktG
Shareholders whose shareholdings together account for one twentieth or more of the issued capital or a proportion equivalent to €500,000 of the issued capital or more may request that items be added to the agenda and be duly published. Each new item must be accompanied by the reasons for the item or a proposed resolution. The request must be submitted in writing (§ 126 BGB) to the Board of Management of DEUTZ AG.
The persons submitting the request must prove that they will have been the holders of shares for at least three months on the day of the Annual General Meeting and that they have continued to hold the shares until a decision on the request.
Requests for additions to the agenda must be received by the Company by midnight on 5 April 2010. Please send any such requests to the following address:
DEUTZ AG
Investor Relations
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
Fax: +49 (0) 221 82 21 52 49 1
Email: stock.r@deutz.com
Unless they have already been published with the notice of the Annual General Meeting, any new additions to the agenda will be published on receipt of the request without delay in the electronic German Federal Gazette and in media that can be assumed to distribute the information throughout the whole of the European Union. They will also be published on the DEUTZ AG website at www.Investors-AnnualGeneralMeeting-2010.deutz.com and notified to shareholders.
5.2 Counterproposals and nominations for election from shareholders in accordance with section 126 (1) and section 127 AktG
Any shareholder is entitled to submit counterproposals to items on the agenda or nominations for elections.
Counterproposals to any proposal by the Board of Management and/or the Supervisory Board for any particular item on the agenda must be submitted together with the reasons for the counterproposal to the following address by midnight on 21 April 2010:
DEUTZ AG
Investor Relations
Ottostrasse 1
51149 Cologne (Porz-Eil), Germany
Fax: +49 (0) 221 82 21 52 49 1
Email: stock.r@deutz.com
Counterproposals to items on the agenda will be made available by the Company on the website of DEUTZ AG at www.Investors-AnnualGeneralMeeting-2010.deutz.com together with the name of the shareholder concerned, the reasons for the counterproposal and any comment by the management of the Company.
The Company may decline to make a counterproposal and the reasons for the counterproposal available on its website if one of the criteria for exclusion as specified by section 126 (2) AktG is deemed to be met, e.g. because the counterproposal would lead to a decision by the Annual General Meeting that would be in contravention of the law or the Statutes. The reasons for a counterproposal do not need to be made available if the text amounts to more than 5,000 characters in total.
The aforementioned rules apply mutatis mutandis to any proposal by a shareholder concerning the election of members of the Supervisory Board or the appointment of auditors, although nominations for election do not require a justification. The Board of Management does not have to make a nomination for election available if the nomination does not include the name, profession and place of residence of the person proposed for election to the Supervisory Board or proposed as the auditor and, in the case of nominations for election to the Supervisory Board, the nomination does not also include details of the nominee's membership of other statutory supervisory bodies.
Shareholders are requested to include proof of their status as a shareholder when they send in their counterproposal or nomination for election.
5.3 Shareholders' right to information pursuant to section 131 (1) AktG
At the request of any shareholder at the Annual General Meeting, the Board of Management must provide information on the affairs of the Company including the legal and business relationships with affiliated companies as well as on the position of the Group and the entities included in the consolidated financial statements insofar as this is required for a proper assessment of the subject matter on the agenda.
- Publication of information on the website
The following information is accessible on the Company's website at www.Investoren-Hauptversammlung-2010.deutz.com in accordance with section 124a AktG:
- This notice of the Annual General Meeting;
- Explanation as to why there is no voting on the subject matter under agenda item 1;
- The documents to be made available to the Annual General Meeting;
- The total number of shares and voting rights on the date of the notice of the Annual General Meeting;
- Any requests from shareholders for additions to the agenda pursuant to section 122 (2) AktG received by the Company after the notice of the Annual General Meeting was issued;
- Additional information such as counterproposals and nominations for election received from shareholders may also be made available on the aforementioned Company website.
- Information to be made available
In addition to the documents specified in agenda item 6, the annual financial statements and management report, consolidated financial statements and group management report, report by the Supervisory Board and explanatory report by the Board of Management relating to the disclosures in accordance with section 289 (4) and section 315 (4) HGB are available for inspection at the offices of DEUTZ AG, Ottostrasse 1, 51149 Cologne (Porz-Eil), from the date the Annual General Meeting is convened
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