Invitation / 2010 / Annual General Meeting / Investor Relations / EN / SURTECO SE

I. AGENDA:

1. Submission of the audited annual financial statements and the approved consolidated financial statements, the management reports for SURTECO SE and the Group, including the explanatory report on the disclosures pursuant to Article 289 (4), Article 315 (4) of the German Commercial Code (Handelsgesetztbuch, HGB) and the Declaration on Company Management pursuant to Article 289a German Commercial Code (Handelsgesetztbuch, HGB), together with the Corporate Governance Report for the fiscal year 2009, the proposal for appropriation of the net profit and the report by the Supervisory Board.

No resolution is anticipated in respect of agenda item 1, since there is no statutory requirement for a resolution to be passed and the Supervisory Board has already confirmed the annual financial statements and approved the consolidated financial statements.

2. Resolution on appropriation of net profit

The Board of Management and the Supervisory Board propose that the net profit for the fiscal year 2009 amounting to 6,399,988.78 euros (€) be appropriated as follows:

- Payment of a dividend of € 4,430,208.80. This amounts to a dividend of € 0.40 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.

- Transfer to retained earnings of € 1,900,000.00.

- Carry-forward of € 69,779.98.

The dividend is payable on 25 June 2010.

3. Resolution on the discharge of the Board of Management for the fiscal year 2009

The Supervisory Board and the Board of Management propose that the actions of the Supervisory Board be approved for the fiscal year 2009.

4. Resolution on the discharge of the Supervisory Board for the fiscal year 2009

The Board of Management and the Supervisory Board propose that the actions of the Supervisory Board be approved for the fiscal year 2009.

5. Election of the Supervisory Board

The periods of office for the Members of the Supervisory Board Dr. Matthias Bruse, Dr.-Ing. Jürgen Großmann and Mr Jakob-Hinrich Leverkus end when the Annual General Meeting finishes on 24 June 2010. Mr. Bernd Dehmel has resigned from his office as a member of the Supervisory Board with effect from the end of the Annual General Meeting on 24 June 2010.

The Supervisory Board proposes re-election of Dr. Matthias Bruse, Lawyer, Munich, and Dr.-Ing. Jürgen Großmann, Engineer, Hamburg, to the Supervisory Board. The Supervisory Board further proposes that Mr. Karl Becker, Engineer, Coesfeld, and Dr. Markus Miele, Industrial Engineer, Gütersloh, be elected as Members of the Supervisory Board to replace the members stepping down in the persons of Bernd Dehmel and Jakob-Hinrich Leverkus.

The proposed candidates have the following memberships on other Supervisory Boards to be convened under statutory regulations and comparable German and international corporate control bodies of business enterprises:

Dr. Matthias Bruse:

Member of the Supervisory Board of Klöpfer & Königer GmbH & Co. KG, Garching;
Member of the Advisory Council of CELIA Capital Partners GmbH, Munich.

Dr.-Ing. Jürgen Großmann:
Member of the Supervisory Board of Deutsche Bahn AG, Berlin;

Member of the Supervisory Board of Volkswagen AG, Wolfsburg;
Member of the Supervisory Board of
– British American Tobacco (Industrie) GmbH, Hamburg;
– BATIG Gesellschaft für Beteiligungen mbH, Hamburg;
– British American Tobacco (Germany) Beteiligungen GmbH, Hamburg;
Chairman of the Supervisory Board of Amprion GmbH, Dortmund;
Member of the Board, Hanover Acceptances Limited, London.

Dr. Markus Miele:

Member of the Supervisory Board of syskoplan AG, Gütersloh;
Member of the Supervisory Board of ERGO Versicherungsgruppe AG, Düsseldorf.

The election or re-election is carried out in all cases 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. The fiscal year in which the period of office commences is not included in each case.

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 (hereinafter also referred to as “SE Directive”) in conjunction with Article § 95 Sentence 2 Stock Corporation Act (Aktiengesetz, 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, SEBG). On the basis of the agreement dated 13 February 2007 pursuant to the SE Participation Act (SE-Beteiligungsgesetz, 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 (Drittelbeteiligungsgesetz) 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 the creation of a new Authorized Capital I and II, and amendment of the Articles of Association in Article § 3 Sections (3) and (4)

The Articles of Association of the company contain in Article § 3 Section (3) and (4) authorizations for the Board of Management to increase the capital stock (Authorized Capital I and II). These authorizations end on 7 July 2010. In order at this point to make further Authorized Capital available in the statutory permitted amount, it is now proposed that the previous authorizations be cancelled and that a resolution be passed for new authorizations of an authorized Capital I and an authorized Capital II.

The Board of Management and the Supervisory Board therefore propose resolutions as follows:

a) The previous authorizations to increase the capital stock of the company pursuant to Article § 3 Sections (3) and (4) and the Articles of Association are hereby cancelled.

b) The Board of Management is hereby authorized, with the consent of the Supervisory Board, to increase the capital stock of the company once or in several stages in the period to 24 June 2015 by overall up to € 1,100,000.00 (Authorized Capital I) by the issue of no-par-value bearer shares, for a cash consideration. The Board of Management is entitled, with the consent of the Supervisory Board, to exclude the pre-emptive right of shareholders up to a proportionate amount of the capital stock of € 1,100,000.00, if the new shares are issued at an issue amount, which is not significantly lower than the stock-market price. The Board of Management is further authorized to have the new shares taken over by a bank, a financial services provider or a company operating pursuant to Clause § 53 (1) Sentence 1 or Clause § 53 b (1) Sentence 1 or (7) of the German Banking Act (KWG), with the obligation to offer them for purchase to shareholders. If the Board of Management does not make use of the above authorizations to exclude pre-emptive rights, the pre-emptive right of the shareholders may only be excluded for equalization of fractions. The Board of Management decides on the additional content of share rights and the conditions of issue, with the consent of the Supervisory Board.

c) The Board of Management is hereby authorized to increase the capital stock of the company once or in several stages in the period to 24 June 2015 by overall up to € 4,400,000.00, with the consent of the Supervisory Board, by the issue of no-par-value bearer shares, for cash or a non-cash consideration (Authorized capital II). In the case of a capital increase for a cash consideration, the shareholders should be granted a pre-emptive right, although the Board of Management is authorized to exclude fractions from shareholders’ statutory pre-emptive right. The Board of Management is further authorized to have the new shares taken over by a bank, financial services provider or a company operating pursuant to Clause § 53 (1) Sentence 1 or Clause § 53 b. (1) Sentence 1 or (7) of the German Banking Act (KWG), with the obligation to offer them for purchase to shareholders. In the case of a capital increase for a non-cash consideration, the Board of Management is entitled to exclude the statutory pre-emptive right of shareholders. The Board of Management decides on the additional content of share rights and the conditions of issue, with the consent of the Supervisory Board.

d) The resolutions listed under a), b) and c) only become effective if at the same time the relevant other resolutions of this agenda item and the subsequent amendments in Clause § 3 of the Articles of Association become effective.

The Board of Management and the Supervisory Board propose that the Articles of Association be changed accordingly as follows, whereby the amendments to the Articles of Association only become effective together and then only if the cancellation of the previous authorizations und a) and the authorizations previously resolved under b) and c) become effective:

Article § 3 Sections (3) and (4) in the Articles of Association are revised as follows:

“(3) The Board of Management is hereby authorized, with the consent of the Supervisory Board, to increase the capital stock of the company once or in several stages in the period to 24 June 2015 by overall up to € 1,100,000.00 (Authorized Capital I) by the issue of no-par-value bearer shares, for a cash consideration. The Board of Management is entitled, with the consent of the Supervisory Board, to exclude the pre-emptive right of shareholders up to a proportionate amount of the capital stock of € 1,100,000.00, if the new shares are issued at an issue amount, which is not significantly lower than the stock-market price. The Board of Management is further authorized to have the new shares taken over by a bank, a financial services provider or a company operating pursuant to Clause § 53 (1) Sentence 1 or Clause § 53 b (1) Sentence 1 or (7) of the German Banking Act (KWG), with the obligation to offer them for purchase to shareholders. If the Board of Management does not make use of the above authorizations to exclude pre-emptive rights, the pre-emptive right of the shareholders may only be excluded for equalization of fractions. The Board of Management decides on the additional content of share rights and the conditions of issue, with the consent of the Supervisory Board.

(4) The Board of Management is hereby authorized to increase the capital stock of the company once or in several stages in the period to 24 June 2015 by overall up to € 4,400,000.00, with the consent of the Supervisory Board, by the issue of no-par-value bearer shares, for cash or a non-cash consideration (Authorized capital II). In the case of a capital increase for a cash consideration, the shareholders should be granted a pre-emptive right, although the Board of Management is authorized to exclude fractions from shareholders’ statutory pre-emptive right. The Board of Management is further authorized to have the new shares taken over by a bank, financial services provider or a company operating pursuant to Clause § 53 (1) Sentence 1 or Clause § 53 b. (1) Sentence 1 or (7) of the German Banking Act (KWG), with the obligation to offer them for purchase to shareholders. In the case of a capital increase for a non-cash consideration, the Board of Management is entitled to exclude the statutory pre-emptive right of shareholders. The Board of Management decides on the additional content of share rights and the conditions of issue, with the consent of the Supervisory Board.”

7. Amendments to the Articles of Association

The Act on Implementation of the Shareholders’ Rights Directive (Gesetz zur Umsetzung der Aktionärsrichtlinie, ARUG) has led to amendments to the Stock Corporation Act in relation to the exercise of shareholders’ rights in the Annual General Meeting. These amendments include the possibility of participation in the Annual General Meeting by electronic means and by postal vote. The power of decision-making over the use of these options is to be transferred to the Board of Management. At the same time the regulations in Articles of Association relating to the Annual General Meeting are to be adapted to the Act on Implementation of the Shareholders’ Rights Directive (Gesetz zur Umsetzung der Aktionärsrichtlinie, ARUG), insofar as this has not already been implemented in the fiscal year 2009.

The Supervisory Board and the Board of Management therefore propose the following resolutions:

a) Article § 14 section (3) of the Articles of Association will be deleted and replaced by the following wording:

“(3) The Chair of the Meeting shall be entitled to authorize in entirety or in part the broadcast of Annual General Meeting in audio or video form in a manner to be defined by the Chair in more detail. The broadcast may also be made in a form to which the public has unrestricted access.”

b) Article § 14 of the Articles of Association will be amended by the following sections (4) and (5):

“(4) The Board of Management is authorized to make provision for shareholders to participate in the Annual General Meeting even if they are not physically present at the place of the meeting and with an authorized proxy, and shall further be authorized to exercise all or individually their rights entirely or partly by way of electronic communication. The Board of Management shall also be authorized to define conditions on the scope and on the procedure for participating and exercising rights pursuant to sentence 1. These conditions will be announced when the Annual General Meeting is convened.

(5) The Board of Management is authorized to make provision such that shareholders can also cast their votes in writing or by way of electronic communication (postal vote), even if they are not physically present at the Annual General Meeting. The Board of Management is further authorized to define conditions for the procedure. These conditions will be announced when the Annual General Meeting is convened.”

c) Article § 15 Section (1) of the Articles of Association will be amended by the following Sentence 3:

“A shorter period of notice measured in days may be defined in the document convening the meeting.”

d) Article § 15 Section (2) of the Articles of Association will be revised as follows:

“(2) The shareholders must also provide verification of their authorization to participate in the Annual General Meeting and to exercise their voting right. For this purpose, a written verification (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. The verification must refer to the reference date defined under statutory regulations. There must be a period of at least six days between the day of receipt of the verification and the day of the Annual General Meeting. A shorter period of notice measured in days may be defined in the document convening the meeting.”

8. Appointment of the auditor for the fiscal year 2010

The Supervisory Board submits a proposal based on the recommendation of its Audit Committee to appoint auditing company RöverBrönner GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Berlin, as auditor to the annual financial statement and auditor to the consolidated financial statements for the fiscal year 2010.

II. REPORT ON AGENDA ITEM 6

Report by the Board of Management on Agenda Item 6 (creation of authorized capital) pursuant to Article 9 Section 1 c) ii) SE Directive, § 203 Section 2 Sentence 2 Stock Corporation Act (Aktiengesetz, AktG) in conjunction with Article § 186 Section 4 Sentence 2 Stock Corporation Act (Aktiengesetz, AktG)

The Board of Management and Supervisory Board propose that the previous Authorized Capital I and II, which authorization ends in each case on 7 July 2010, be cancelled – the proposal for resolution under Agenda Item 6 a) is directed towards this purpose – and that new Authorized Capital I and II with the maximum term permissible under statutory regulations of five years be created – the proposal for a resolution under Agenda Items 6 b) and c) is directed towards this purpose. The Board of Management hereby submits the following report on this matter:

Authorized Capital I

The proposal for a resolution in accordance with agenda item 6 includes under a) an authorization for the Board of Management to increase the capital stock by up to € 1,100,000.00 once or in several stages by cash contributions (Authorized Capital I). The Board of Management should be granted the option of excluding the statutory pre-emptive right of shareholders overall, in order to be in a position to offer the shares at an issue amount that is not substantially less than the stock-market price. The legal basis for this authorization is Articles § § 203 Section 2 Sentence 2 Stock Corporation Act (AktG) in conjunction with Article § 186 Section 3 Sentence 4 Stock Corporation Act (AktG) and the Reconciliation Regulation for the SE (Art. 9 Section 1 c (ii) SE Directive). A precedent is given for the possible reduction on the stock-exchange price at the time that Authorized capital I is exercised by the report of the Legal Affairs Committee of the German Bundestag (lower house of parliament) produced within the framework of the legislative procedure, according to which a reduction generally amounting to 3 % up to a maximum of 5 % of the current stock-market price is possible. However, if this authorization is exercised, the Board of Management will keep this reduction as low as possible in the context of the market conditions prevailing at the time of the placement. The exclusion of pre-emptive rights may accordingly be maximally for a proportionate amount of the capital stock of € 1,100,000.00, i.e. for less than 10 % of the capital stock available at the time when the authorization becomes effective. In accordance with the statutory regulation, these requirements take account of the need of the shareholders for protection against dilution of their shareholding. The proximity of the issue price of the new shares to the stock-market price and the limitation on the volume of the capital increase free of pre-emptive rights gives each shareholder the option of acquiring the shares necessary to maintain the proportion of their shareholding under virtually the same conditions. On the other hand, a placement with the exclusion of pre-emptive rights offers the possibility of achieving a significantly higher and faster cash inflow than in the case of a pre-emptive rights issue. The defining reason for this is that a placement without the statutory subscription period can be made immediately after the issue price for the new shares has been defined and this means it is not necessary with the issue price to take into account any risk of a change in share price for the duration of a subscription period. The intention of this form of capital increase is to place the Board of Management in the position of being able to undertake the strengthening of the capital structure necessary for future business development at optimum conditions while making flexible use of favourable market conditions.

The pre-emptive right of shareholders may also be excluded for equalization of fractions. The possibility of excluding fractions from the pre-emptive rights is intended to provide for a practical subscription relationship – if the issue otherwise takes place with the granting of a pre-emptive right – and hence facilitate the technical implementation of the issue of new shares. A procedure of this nature is generally commonplace and can be justified objectively, because the costs of trading in pre-emptive rights with fractions do not have a viable relationship with the benefit to the shareholders and the possible dilution effect on account of restriction to fractions is effectively negligible.

If the Board of Management does not make use of the authorizations referred to above, the shareholders are entitled to the pre-emptive right. The pre-emptive right of shareholders may not be excluded for other purposes.

Authorized capital II

The proposal for a resolution pursuant to agenda item 6 also includes under c) an authorization for the Board of Management to increase the capital stock once or in several stages by up to € 4,400,000.00 for cash or a non-cash consideration (Authorized Capital II). The objective is to place the Company in the position of meeting future capital requirement – in particular for acquisitions – in the short term from equity capital.

When Authorized Capital II is exercised, the shareholders must be granted a pre-emptive right. The option envisaged in the authorization of the Board of Management, to exclude with the consent of the Supervisory Board the statutory pre-emptive right in capital increases against a non-cash consideration, is intended to give the company the option of acquiring in suitable individual cases enterprises, participations in enterprises or parts of enterprises against transfer of shares of the Company.

The company is in competition on a national and international scale. It must be in a position at any time to take action quickly and flexibly in the interests of its shareholders in the markets where it is active. This also includes the option of acquiring enterprises or participations with the aim of improving its competitive position. The option of being able to “pay” for the acquisition of participations in an individual case by the issue of shares gives Company the opportunity of expanding and/or rounding off its area of activity without placing a burden on its options for finance and liquidity. The Company is thereby given an instrument by which it is able to realize any acquisition opportunities with the assistance of flexible finance options. The seller of a company can also have an interest in a non-cash consideration that is entirely or partly in SURTECO shares, such that the participation could not otherwise have been acquired. Granting a capital increase excluding the pre-emptive right of shareholders is necessary for such cases, since convening an Annual General Meeting in order to pass a resolution on such a concrete case is too expensive and is generally also not possible for reasons of time.

There are currently no acquisitions that have been negotiated in detail. However, the proposed authorizations are projected over an extended period of time of five years, in order to ensure that any opportunities arising over the upcoming years can be exploited as appropriate. The Company will carefully examine the circumstances of a future acquisition at the appropriate time, in order to grow further in its core business field. If the option of acquiring enterprises or participations takes a more concrete form, the Board of Management will carefully examine whether it should take up the authorization for a capital increase excluding shareholders’ pre-emptive rights. The Board of Management will only do this if the acquisition lies within the scope of acquisition that was presented in abstract terms to the Annual General Meeting in this report by the Board of Management, and if the acquisition against the issue of SURTECO shares is in the best interest of the Company. The Supervisory Board will only grant the statutory consent required for the use of Authorized Capital II if these conditions are met. The Board of Management will report on the details of its approach to the Annual General Meeting following any acquisition against issue of SURTECO shares.

The possibility also included in the authorization to exclude fractions from pre-emptive rights is intended to provide for a feasible subscription relationship – if the issue otherwise takes place with the granting of a pre-emptive right – and hence facilitate the technical implementation of the issue of new shares.

III. FURTHER INFORMATION ON CONVENING

1. 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.

2. Participation and exercise of the voting right; record date for verification

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 2010:

SURTECO SE
c/o Commerzbank AG
WASHV dwpbank AG
Wildunger Straße 14
60487 Frankfurt am Main
Germany
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 2010. The verification must relate to the record date on the start of 3 June 2010 (record date).

As far as the Company is concerned, the only person entitled to participate in the Annual General Meeting and exercise the voting right as a shareholder, is the person who has provided verification of ownership of the shareholding. The authorization to participate or the scope of the voting right is based solely on the ownership of the shareholding on the record date of the verification. The record date is not associated with any vesting period for the disposal of the shareholding. Even if the shareholding is disposed of entirely or in part after the record date, the shareholding ownership of the shareholder on the record date is the sole point of reference for the participation in the Annual General Meeting and the scope of the voting right. Disposals of shares after the record date therefore exert no effects on the authorization for participation and on the scope of the voting right. The same principle applies to the acquisition of shares after the record date. Persons who do not own any shares on the record date and only purchase shares after that date are only entitled to participate in the Annual General Meeting and exercise voting rights, if they have been granted a power of attorney by the seller or have been authorized to exercise such rights.

3. Procedure for casting votes by a proxy

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 to the proxy, its revocation and verification of the power of attorney with respect to the Company must be provided in text form. The shareholders can send a power of attorney of this nature and revocation of the said power of attorney to the following postal address and email address: SURTECO SE, Johan-Viktor-Bausch-Straße 2, 86647 Buttenwiesen-Pfaffenhofen, Germany, Email: s.gruettner@surteco.com. If a bank, a shareholders’ association or another of the institutions or persons deemed to be equivalent in Article § 135 Section 8 Stock Corporation Act (Aktiengesetz, AktG) is to be granted a power of attorney, there is no requirement for the text form pursuant to the law. However, we draw attention to the fact that in these cases the institutions or persons to be granted authorization may request a special form of power of attorney, because they have to record the power of attorney verifiably pursuant to Article § 135 Section 1 Sentence 2 Stock Corporation Act (Aktiengesetz, AktG). If you want a bank, a shareholders’ association or another of the institutions or persons deemed to be equivalent in Article § 135 Section 8 Stock Corporation Act (Aktiengesetz, AktG) to be granted authorization, you should agree a possible form of power of attorney with these institutions or persons.

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. Instructions on the exercise of the voting right must be given to the proxy. The proxy is obliged to vote in accordance with the instructions received. The grant of the power of attorney to the proxy, its revocation and verification of the power of attorney with respect to the Company must be provided in text form. The shareholders can send a power of attorney of this nature and revocation of the said power of attorney to the following postal address and email address: SURTECO SE, Johan-Viktor-Bausch-Straße 2, 86647 Buttenwiesen-Pfaffenhofen, Germany Email: s.gruettner@surteco.com.

If the shareholder authorizes more than one person, the Company shall be entitled to refuse entry to one or more of these persons.

4. 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 the Company at the latest by the end of 24 May 2010 at SURTECO SE, Johan-Viktor-Bausch-Straße 2, 86647 Buttenwiesen-Pfaffenhofen, Germany.

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.

5. 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 following address only up to 14 days at the latest before the day of the Annual General Meeting, i.e. at the latest by 9 June 2010: SURTECO SE, Johan-Viktor-Bausch-Straße 2, 86647 Buttenwiesen-Pfaffenhofen, Germany, Email: s.gruettner@surteco.com.

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, if one of the statutory exclusion circumstances pursuant to Article § 126 Section 2 Stock Corporation Act (Aktiengesetz, AktG), for example because the motion or election proposal would lead to a resolution by the Annual General Meeting that contravened the statutory legislation or the Articles of Association. Furthermore, the Board of Management is not required to make election proposals submitted by shareholders accessible apart from in the 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).

6. 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 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.

7. More detailed explanations

More detailed explanations of the rights of the shareholders pursuant to Articles §§ 122 Section 2, 126 Section 1, 127, 131 Section 1 Stock Corporation Act (Aktiengesetz, AktG) are included on the Internet page of the Company under www.surteco.com, menu item “Investor Relations – Annual General Meeting 2010”.

8. Internet site of the Company that provides access to information pursuant to Article 53 SE Directive in conjunction with Article § 124a Stock Corporation Act (Aktiengesetz, AktG)

This convening of the Annual General Meeting, the documents to be made accessible and the motions by shareholders and other information is also available on the Internet site of the Company under www.surteco.com via the link “Investor Relations” and the link “Annual General Meeting”.

9. Public documents

The documents specified under Agenda items 1 and 6 can also be inspected at the business premises of the Company Johan-Viktor-Bausch-Strasse 2, 86647 Buttenwiesen-Pfaffenhofen, Germany, as well as on the Internet site of the Company under www.surteco.com. They will also be sent free of charge to the shareholders. The documents will also be accessible in the Annual General Meeting and further explanations will be provided there.

10. Announcement of this invitation

The convening of the Annual General Meeting was announced in the electronic Bundesanzeiger (Federal Gazette) on 12 May 2010.