FURTHER EXPLANATIONS OF THE RIGHTS OF SHAREHOLDERS
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Further explanations of the rights of shareholders pursuant to Articles §§ 122 Section 2, 126 Section 1, 127 and 131 Section 1 Stock Corporation Act (Aktiengesetz, AktG) 1. Supplementary motions to the Agenda at the request of a minority in accordance with Articles 53, 55 and 56 of the SE Directive, Article § 50 Section 2 of the SE Implementation Act (SE-Ausführungsgesetzes, SEAG) and Article § 122 Section 2 Stock Corporation Act (Aktiengesetztz, AktG) Shareholders whose shares together make up at least 5 % of the capital stock or the proportionate amount of € 500,000 in the capital stock corresponding to 500,000 no-par shares can request pursuant to Articles 53, 55 and 56 SE Directive in conjunction with Article § 50 Section 2 SEAG and Article § 122 Section 2 Stock Corporation Act (Aktiengesetzt, AktG) that items are placed on the Agenda and announced. The requested agenda items (as necessary in the form of one of several resolution items) must be formulated such that the Board of Management can announce these pursuant to the requirements of Article § 124 AktG. A verification that the shareholder acquired and held the shares for a period of at least three months prior to the motion (Articles §§ 122 Section 1 and 2 in conjunction with Article § 142 Section 2 Sentence 2 Stock Corporation Act (AktG), is not necessary because the SE Directive as a higher instance of law does not contain a requirement of this nature. Supplementary motions must be received in writing by Company at the latest 30 days before the Annual General Meeting at the address specified on the invitation. If the supplementary motions have been received punctually and are subject to a mandatory requirement for announcement, they are immediately announced in the electronic Federal Gazette (Bundesanzeiger) after receipt of the request and disseminated throughout Europe, made accessible on the Internet site of the Company (www.surteco.com via the link “Investor Relations” and the line “Annual General Meeting”) and communicated to the shareholders together with the notification convening the Annual General Meeting pursuant to Article § 125 Section 1 Sentence 3 Stock Corporation Act (Aktiengesetz, AktG). Any statements on administration are also announced in the same way. 2. Motions and election proposals by shareholders pursuant to Article 53 SE Directive and Articles §§ 126 Section 1, 127 Stock Corporation Act (Aktiengesetz, AktG) Pursuant to Article 53 SE Directive and Article § 126 Section 1 Stock Corporation Act (Aktiengesetz, AktG), motions from shareholders should be sent to the address notified on the invitation for this purpose up to at the latest 14 days before the day of the Annual General Meeting. Counter-motions by shareholders to be announced with the name of the shareholder and the justification are immediately published following receipt of the request at the Internet address www.surteco.com via the link “Investor Relations” and the link “Annual General Meeting”. Any statements on administration are announced in the same way. In relation to the proposal by a shareholder for election of Supervisory Board members or appointment of auditors, the above provisions on Article § 126 Section 1 Stock Corporation Act (Aktiengesetz, AktG) are applicable (including the address given there) pursuant to Article § 127 Stock Corporation Act (Aktiengesetz, AktG) in accordance with the requirement that the election proposal does not have to be justified by the shareholder. Motions and election proposals and their justifications do not have to be made accessible by the Company pursuant to Article § 126 Section 2 Stock Corporation Act (Aktiengesetz, AktG), 1. insofar as the Board of Management would contravene statutory legislation by the act of making accessible, 2. if the counter-motion would lead to a resolution of the Annual General Meeting that breached the statutory legislation or the regulations of the Articles of Association, 3. if key points of the justification contains significant items that are obviously incorrect of if they include insulting statements, 4. if a counter-motion of the shareholder based on the same facts has already been made accessible for an Annual General Meeting of the Company pursuant to Article § 125 Stock Corporation Act (Aktiengesetz, AktG), 5. if the same counter-motion of the shareholder with essentially the same justification has already been put before at least two Annual General Meetings of the Company pursuant to Article § 125 Stock Corporation Act (Aktiengesetz, AktG) within the past five years and less than one twentieth of the represented capital stock cast their votes for it, 6. if the shareholder states that he will not take part in the Annual General Meeting and will not be represented at the Annual General Meeting, or 7. if the shareholder has submitted a counter-motion notified by him during the past two years in two Annual General Meetings or has not caused such counter-motion to be submitted. The justification does not have to be made accessible, if it is overall more than 5000 characters. The Board of Management is also not required to make election proposals submitted by shareholders accessible apart from in the said cases of Article § 126 Section 2 Stock Corporation Act (Aktiengesetz, AktG), if they do not include the information pursuant to Article § 124 Section 3 Sentence 3 Stock Corporation Act (Aktiengesetz, AktG) (name, current vocation, and place of residence) and in the case of election proposals for Supervisory Board members pursuant to Article § 125 Section 1 Sentence 5 Stock Corporation Act (Aktiengesetz, AktG) (details of memberships in other Supervisory Boards to be formed pursuant to statutory regulations). If several shareholders submit counter-motions on the same subject of resolution, the Board of Management can merge the counter-motions and their justifications. A counter-motion or an election proposal can still be submitted at the Annual General Meeting, if it is sent to the Company within the period of the deadline defined in Article § 126 Section 1 Stock Corporation Act (Aktiengesetz, AktG). By the same token, a counter-motion or election proposal submitted previously to the Company must be expressly put to the Annual General Meeting, even if was made accessible beforehand. 3. Right to information of the shareholder pursuant to Article 53 SE Directive and Article § 131 Section 1 Stock Corporation Act (Aktiengesetz, AktG) At the Annual General Meeting each shareholder can request information about matters relating to the Company from the Board of Management pursuant to Article 53 SE Directive and Article § 131 Section 1 Stock Corporation Act (Aktiengesetz, AktG), if the information is required for the objective assessment of the subject-matter of the Agenda. The request for information must be submitted in the German language. The desired information must form a significant attribute for the objective assessment of the subject-matter of the Agenda. The criterion for this judgement is the perspective of an shareholder deliberating in objective terms who is familiar with the business relationships only on the basis of generally known facts. The obligation to provide information covers the legal and business relations of the Company to an affiliated company and the position of the Group and the companies included in the consolidated financial statements of the Group. Since the documents submitted to the Annual General Meeting hereby convened include the consolidated financial statements and the consolidated management report, the obligation of the Board of Management to provide information also extends to the position of the Group and the companies included in the consolidated financial statements. The affairs of affiliated companies are also subject to the right to information, if they are significant with reference to the affairs of the company itself. The Board of Management can refuse to answer individual questions for the following reasons defined in Article § 131 Section 3 Stock Corporation Act (Aktiengesetz, AktG): 1. Insofar as the disclosure of the information is such that in the assessment of a prudent businessperson the Company or an affiliated company would be subject to a not insignificant disadvantage; 2. insofar as the information relates to tax valuations or the level of individual taxes; 3. relating to the difference between the value with which items have been recognized in the annual financial statements and a higher value for these items, unless the Annual General Meeting has confirmed the Annual Financial Statements; 4. relating to the accounting and valuation methods, insofar as the information about these methods in the notes to the financial statements is sufficient in order to provide a appropriate picture of the net assets, financial position and results of the Company pursuant to Article § 264 Section 2 German Commercial Code (Handelsgesetzbuch, HGB); this shall not be applicable if the Annual General Meeting has confirmed the annual financial statements; 5. insofar as the Board of Management would contravene the statutory regulations by granting access to the information; 6. insofar as information about applied reporting and valuation methods, and entries made in the annual financial statements, annual management report, consolidated financial statements or consolidated management do not have to be made in the case of a bank or financial services institution; 7. insofar as information is made accessible on the Internet site of the Company over at least seven days before commencement and in the Annual General Meeting. The information may not be withheld for any other reasons. If a shareholder has been given any information outside the Annual General Meeting on account of his position as a shareholder, such information shall also be given to other shareholders on their request at the Annual General meeting, even if it is not necessary for objective assessment of the subject-matter of the Agenda, unless such information is related to the preparation of consolidated accounts pursuant to Article § 131 Section 4 Sentence 3 Stock Corporation Act (Aktiengesetz, AktG). If a shareholder is refused access to information, the said shareholder can request that this question and the reason for which the information was refused are recorded in the minutes of the Annual General Meeting. Pursuant to Article § 17 Section 3 of the Articles of Association, the Chairman of the Annual General meeting is empowered to restrict the right of the shareholders to ask questions and make statements to a reasonable period of time. In this process, the Chairman of the Annual General Meeting must be guided by the need to get through the business of the Annual General Meeting within a reasonable and effective period of time. |