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 2008.
2. Resolution on appropriation of net profit
The Board of Management and the Supervisory Board propose that the net profit for the fiscal year 2008 amounting to 3,877,390.30 euros (€) be appropriated as follows:
- Payment of a dividend of € 3,876,432.70. This amounts to a dividend of € 0.35 per no-par share for the 11,075,522 shares issued corresponding to a nominal participation in the capital stock of € 1.00 for each no-par share.
- Carry-forward of € 957.60.
The dividend is payable on 22 June 2009.
3. Resolution on the discharge of the Board of Management for the fiscal year 2008
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 2008.
4. Resolution on the discharge of the Supervisory Board for the fiscal year 2008
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 2008.
5. Election of the Supervisory Board
The periods of office of the Members of the Supervisory Board Björn Ahrenkiel and Bernd Dehmel end when the Annual General Meeting finishes on 19 June 2009.
The Supervisory Board proposes re-election of Mr Björn Ahrenkiel, lawyer, Hürtgenwald, and Mr. Bernd Dehmel, businessman, Marienfeld, to the Supervisory Board.
Both proposed appointees hold no further memberships in other statutory Supervisory Boards and comparable controlling bodies of other businesses.
The election or re-election is carried out in the case of Mr. Ahrenkiel for the period until the end of the Annual General Meeting which decides on the discharge of the Member of the Supervisory Board for the fourth fiscal year after the commencement of his period of office. In the case of Mr. Dehmel, the election or re-election is held for the period until the end of the Annual General Meeting which decides on the discharge of the Member of the Supervisory Board for the first fiscal year after the commencement of his period of office. The fiscal year in which the period of office commences is not included in either of the two cases.
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. Changes to the Articles of Association
The expected implementation of the Directive of the European Parliament and the Council of Europe on the exercise of specific rights of shareholders in companies listed on the stock exchange (Directive 2007/36/EC dated 11 July 2007 - “Shareholders’ Rights Directive”) will likely entail amendment of the deadlines associated with the invitation to the Annual General Meeting. On 5 November 2008, the German government passed the draft law on implementation of the Shareholders’ Rights Guideline (ARUG). In order to amend the Articles of Association to a part of the anticipated new regulations, the relevant provisions of the Articles of Association should be simplified such that provisions are compliant with the current applicable Stock Corporation Act (Aktiengesetz) and with the expected new regulations.
Accordingly, the Board of Management and Supervisory Board propose changing the Articles of Association of SURTECO SE as follows:
Article § 13 section 2 of the Articles of Association (convening of the Annual General Meeting) is revised as follows:
"(2) The Annual General Meeting shall be convened by the Board of Management at least with the term prescribed in the legislation or by the Supervisory Board in the cases prescribed in the legislation.”
Article § 15 of the Articles of Association (Right of Participation) is revised as follows:
“ § 15 Right of Participation
(1) Shareholders shall only be entitled to participate in the Annual General Meeting and to exercise their voting right if they have registered in text form (Article § 126b German Civil Code, BGB) in the German or English language with the company or have registered at an office designated in the Invitation to the Annual General Meeting. There must be at least six clear days between the day of receipt of the registration and the day of the Annual General Meeting.
(2) The shareholders must also provide verification of their authorization to participate in the Annual General Meeting and exercise their voting right. For this purpose, a verification in text form (Article § 126b German Civil Code, BGB) in the German or English language relating to the share ownership issued by the institution managing the securities account should be submitted. There must be at least six clear days between the day of receipt of the registration and the day of the Annual General meeting. The verification must relate to the date designated by law.”
Article § 16 Section 2 of the Articles of Association is revised as follows:
“(2) Shareholders may appoint proxies to exercise their voting rights. The granting of a power of attorney, its revocation and the verification of the power of attorney with respect to the company shall be based on the statutory regulations.”
7. Election of the auditor for the fiscal year 2009
The Supervisory Board submits a proposal to appoint RöverBrönner KG, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Berlin, as auditor for the fiscal year 2009.
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 4 June 2009 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 12 June 2008:
SURTECO SE
c/o Dresdner Bank AG
WASHV 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 verification in text form 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 12 June 2009. The verification must relate to the record date on the start of 29 Mai 2009 (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. The grant of the power of attorney must be made in writing. If a bank, a shareholders’ association or other equivalent institutions or persons pursuant to Article § 135 Stock Corporation Act (AktG) are to be appointed as proxies, there shall be no requirement for the written form. However, we hereby draw your attention to the fact that in these cases the institutions or persons to be appointed as proxies may require a special form of power of attorney because they have to verifiably record the power of attorney pursuant to Article § 135 Stock Corporation Act (AktG). You should therefore agree an appropriate form of power of attorney with the institutions or persons if you wish to appoint a bank, shareholders’ association or other equivalent institutions or persons pursuant to Article § 135 Stock Corporation Act (AktG) as proxies.
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 2009
The Board of Management
