1. Submission of the audited annual financial statements, the management report by the Board of Management for SURTECO SE, the approved consolidated financial statements and the consolidated management report of the SURTECO Group, the proposal for the appropriation of the net profit and the report by the Supervisory Board for the fiscal year 2007.
2. Resolution on appropriation of net profit
The Board of Management and the Supervisory Board propose that the net profit for the fiscal year 2007 amounting to (€) 12,183,237.54 be appropriated as follows:
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Payment of a dividend of € 12,183,074.20. This amounts to a dividend of € 1,10 for the 11,075,522 shares issued corresponding to a nominal participation in the capital stock of € 1.00 for each no-par share
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Carry-forward of € 163.34.
The dividend is payable on 25 June 2008.
3. Resolution on the discharge of the Board of Management for the fiscal year 2007
The Supervisory Board and the Board of Management propose that the actions of the Members of the Board of Management be approved for the fiscal year 2007.
4. Resolution on the discharge of the Supervisory Board for the fiscal year 2007
The Board of Management and the Supervisory Board propose that the actions of the Members of the Supervisory Board be approved for the fiscal year 2007.
5. Election of the Supervisory Board
The period of office of the Members of the Supervisory Board Dr. Jürgen Großmann, Björn Ahrenkiel, Bernd Dehmel, Dr. Matthias Bruse, Jakob-Hinrich Leverkus and Dr. Walter Schlebusch appointed to the Supervisory Board by the Annual General Meeting under the resolution for conversion on 31 August 2007 ends when the Annual General Meeting finishes on 24 June 2008.
The Supervisory Board proposes re-election of
Dr. Jürgen Großmann, Chairman of the Board of Management of RWE Aktiengesellschaft, Essen, Member of the Supervisory Board of Deutsche Bahn AG, Berlin, Member of the Supervisory Board of Volkswagen AG, Wolfsburg, Member of the Supervisory Board - British American Tobacco (Industrie) GmbH, Hamburg, - BATIG Gesellschaft für Beteiligungen mbH, Hamburg, - British American Tobacco Beteiligungen (Germany) GmbH, Hamburg, Member of the Board, Hannover Acceptance Limited, London,
Mr. Björn Ahrenkiel, Lawyer, Hürtgenwald,
Mr. Bernd Dehmel, Businessman, Marienfeld,
Dr. Matthias Bruse, Lawyer, Munich, Member of the Supervisory Board of Klöpfer & Königer GmbH & Co. KG, Garching, Member of the Supervisory Board of Smart IPO AG, Munich
Mr. Jakob-Hinrich Leverkus, Businessman, Hamburg, Member of the Advisory Board of Drewsen Spezialpapiere GmbH + Co. KG, Lachendorf, Member of the advisory Board of Dinse GmbH, Hamburg, Member of the Supervisory Board of SFC, Smart Fuel Cell AG, Ottobrunn
and Mr Dr. Walter Schlebusch, Managing Director of the Banknote Division Banknote Giesecke & Devrient GmbH, Munich.
The proposed appointees were already members of the Supervisory Board of SURTECO AKTIENGESELLSCHAFT before conversion of the company to a European Company in the year 2007. In order to continue their original periods of office at SURTECO SE irrespective of the implemented conversion, the election should be held in each case for a term of office which corresponds to the remaining period of office for the relevant Member of the Supervisory Board prior to conversion of the company to an SE. This election will ensure compliance with item 5.4.6 of the German Corporate Governance Code because election at different dates and for different periods of office provides more scope for taking changing requirements into account.
Accordingly, the elections will be held as follows:
of Dr. Jürgen Großmann for the period until the end of the Annual General Meeting, that decides on the discharge of the Members of the Supervisory Board for the fiscal year 2009,
of Mr. Björn Ahrenkiel for the period until the end of the Annual General Meeting, that decides on the discharge of the Members of the Supervisory Board for the fiscal year 2008,
of Mr. Bernd Dehmel for the period until the end of the Annual General Meeting, that decides on the discharge of the Members of the Supervisory Board for the fiscal year 2008,
of Dr. Matthias Bruse for the period until the end of the Annual General Meeting, that decides on the discharge of the Members of the Supervisory Board for the fiscal year 2009,
of Mr. Jakob-Hinrich Leverkus for the period until the end of the Annual General Meeting, that decides on the discharge of the Members of the Supervisory Board for the fiscal year 2009, and
of Dr. Walter Schlebusch for the period until the end of the Annual General Meeting, that decides on the discharge of the Members of the Supervisory Board for the fiscal year 2012.
The composition of the Supervisory Board is based on Article 10 of Directive (EC) No. 2157/2001 of the Council of Europe dated 8 October 2001 relating to the statute of the European Company (SE) (Official Gazette EC No. L 294 dated 10 November 2001, page 1) in conjunction with Article § 95 Sentence 2 Stock Corporation Act (AktG) and Article § 8 Section 1 of the Articles of Association. According to this, the Supervisory Board shall consist of nine members, which shall be elected by the Annual General Meeting, unless other arrangements for employee participation are defined in the agreement pursuant to the SE Participation Act (SE-Beteiligungsgesetz). On the basis of the agreement dated 13 February 2007 pursuant to the SE Participation Act (SEBG), three members of the Supervisory Board are sent by Works Councils of the SURTECO group to the Supervisory Board as employee representatives in accordance with the terms of the agreement. The Annual General meeting therefore has to elect a total of six members of the Supervisory Board as shareholder representatives.
The company is not subject to the Co-determination Act (Mitbestimmungsgesetz) 1976 nor the One-Third Co-Determination Act (Drittel¬be¬tei¬li¬gungs¬gesetz) or other co-determination acts. The Annual General Meeting is not bound to election proposals for the Members of the Supervisory Board to be elected by the Annual General Meeting.
6. Resolution on authorization of the Board of Management to refrain from publishing the individual compensation packages of the members of the Board of Management and the Supervisory Board.
The Board of Management and the Supervisory Board recommend the following resolution:
When drawing up the annual financial statements and the consolidated financial statements of the company, the information pursuant to Article § 285 Sentence 1 No. 9 letter a) sentences 5 to 9 German Commercial Code (HGB) can be omitted.
The resolution is already applicable for the annual financial statements and consolidated financial statements relating to the fiscal year commencing on 1 January 2008 and for the last time relating to the annual financial statements and consolidated financial statements of the fiscal year ending at the latest on 31 December 2009. If the law applicable to the relevant fiscal year defines a shorter maximum period of validity, the resolution shall apply up to the latest possible point subsequent to that.
The proposed resolution takes account of the act on publication of remuneration for the Board of Management. Pursuant to this law, the requirement for publication of individual compensation packages received by executive officers, members of supervisory boards and advisory councils, and similar bodies may be disregarded, if the Annual General Meeting passes a resolution to this effect with a majority of more than 75 % (Clause § 286 (5) German Commercial Code (HGB)).
The Annual General Meeting adopted a corresponding resolution in the year 2006 which was provisionally confirmed in the course of conversion of the company to an SE in the year 2007. The term of the original resolution was not extended following the conversion, so that the Annual General Meeting for the year 2008 – as already resolved in 2006 – has a further opportunity to decide on this issue.
The management is of the opinion that publication of individual compensation packages intervenes too much in the protected private sphere of the persons affected. In the past, the payments were defined in a reasonable manner on the basis of the performance of the company. In the case of the Members of the Board of Management, they include a high performance-related element, so as to guarantee the requisite relationship between the payments and the commercial success of the company. Ultimately, the key factor for investors and shareholders is not knowledge of the compensation paid to individual members of the Board of Management, but the overall compensation paid to the executive body, which is to be published independently of the proposed resolution.
After a period of two years has elapsed, the Annual General Meeting will be given the opportunity to revisit the issue of publication. In addition, the Board of Management and Supervisory Board will observe developments in other listed companies that are comparable with the company and review the situation on an annual basis, taking into account all points of view, to ascertain whether individual publication is possible.
7. Election of the auditor for the fiscal year 2008
The Supervisory Board submits a proposal to appoint RöverBrönner KG, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Berlin, as auditor for the fiscal year 2008.
Motions by shareholders
Pursuant to Articles §§ 126 Section 1, 127 Sentence 1 Stock Corporation Act (AktG), motions from shareholders may be sent exclusively to the following address by 9 June 2008 at the latest: SURTECO SE, Johan-Viktor-Bausch-Straße 2, 86647 Buttenwiesen-Pfaffen¬hofen, Germany, Fax +49 (0) 8274/9988-505, Email: s.koenigbauer@surteco.com. Motions pursuant to Article § 126 Section 1 Stock Corporation Act (AktG) and election proposals pursuant to Articles §§ 126 Section 1, 127 Stock Corporation Act (AktG) will be posted on the homepage of the company (http://www.surteco.com).
Total number of shares and voting rights on the date of convening the Annual General Meeting
On the date of convening the Annual General Meeting, the capital stock of the company amounts to nominally € 11,075,522.00. It is divided into 11,075,522 no-par shares corresponding to a nominal participation in the capital stock of € 1.00 for each no-par share. All no-par shares are ordinary shares. Each ordinary share is granted one vote at the Annual General Meeting. On the date of convening the Annual General Meeting, there is therefore a total of 11,075,522 votes.
Participation
Shareholders shall only be entitled to participate in the Annual General Meeting and exercise their voting rights pursuant to Article § 15 of the Articles of Association if they have registered in text form in the German or English language at the following address by the end of 17 June 2008:
SURTECO SE c/o Dresdner Bank AG WDHHV dwpbank AG Wildunger Straße 14 60487 Frankfurt am Main Fax: +49 (0)69/5099-1110 Email: hv-eintrittskarten@dwpbank.de
The shareholders must provide verification of their authorization to participate in the Annual General Meeting and to exercise their voting right. For this purpose, a written verification in the German or English language relating to the share ownership issued by the institution managing the securities account must have been submitted before the end of 17 June 2007. The verification must relate to the record date on the start of 3 June 2008 (record date).
Shareholders may appoint proxies to exercise their voting rights at the Annual General Meeting, e.g. the securities clearing and deposit bank, a shareholders’ association or another person.
As a special service, we offer our shareholders the possibility of authorizing a representative appointed by the company and bound by instructions before the Annual General Meeting. Shareholders who would like to grant power of attorney to the representatives appointed by the company to vote on their behalf require an admission card to the Annual General Meeting. In order to ensure that the admission card is received in good time, the appointment should be received by the securities clearing and deposit bank as soon as possible. The grant of the power of attorney to the proxy appointed by the company must be made in writing. The proxy must receive instructions for exercising the shareholder’s voting rights. The proxy is obliged to cast the votes in accordance with the instructions received.
Buttenwiesen-Pfaffenhofen, in May 2008
The Board of Management
