Virtual Annual General Meeting 2023
The Annual General Meeting of Südzucker AG was held virtually on Thursday, 13 July 2023, 10:00 a.m. (CEST).
Video of the partial public transmission of the Südzucker Annual General Meeting 2023
(only in German)
© Südzucker
- Present the adopted Annual Financial Statements and Management Report (including explanations of the disclosures pursuant to section 289a (1) German Commercial Code [Handelsgesetzbuch, HGB]) of Südzucker AG for the 2022/23 financial year, the approved Consoli-dated Financial Statements and Management Report (including explanations of the disclosures pursuant to section 315a (1) German Commercial Code) for the 2022/23 financial year, the report of the Supervisory Board and the Executive Board's proposal for the appropriation of the balance sheet profit, each for the 2022/23 financial year
- Resolution on the appropriation of the balance sheet profit
- Resolution on the discharge of Executive Board members for the 2022/23 financial year
- Resolution on the discharge of Supervisory Board members for the 2022/23 financial year
- Resolution on the election of the auditor and the Group auditor for the 2023/24 financial year as well as the auditor for a possible review of financial information during the year
- Election to the Supervisory Board
- Resolution on the approval of the Remuneration Report prepared and audited in accordance with section 162 German Stock Corporation Act for the 2022/23 financial year.
- Presentation and resolution on the approval of the further developed remuneration system for the Executive Board
- Resolution on the cancellation of the existing authorised capital and the creation of new authorised capital (‘Authorised Capital 2023’) with the possibility of excluding the subscription right as well as the amendment of section 4 (4) of the Articles of Incorporation.
- Resolution on the authorisation to issue convertible and/or warrant bonds with the option to exclude subscription rights, the creation of conditional capital (‘Conditional Capital I’) as well as the insertion of a new section 4 (5) in the Articles of Incorporation
- Resolution on the cancellation of the existing authorisation and the granting of a new authorisation to acquire and use treasury shares with the option of excluding subscription rights
- Resolution on the cancellation of the existing authorisation and the granting of a new authorisation to acquire treasury shares using derivatives, including use with the option of excluding subscription rights
- Resolution on the amendment of section 11 of the Articles of Incorporation (transactions requiring consent)
- Resolutions on changes to section 12 of the Articles of Incorporation (remuneration of the Supervisory Board members) and confirmation of the remuneration of the Supervisory Board members
14.1 Resolution on the amendment of section 12 (3) of the Articles of Incorporation (remuneration of the Audit Committee members)
14.2 Resolution on the insertion of a new section 12 (4) in the Articles of Incorporation (company car for the chair of the Supervisory Board)
14.3 Resolution on the amendment of section 12 (4) (in future: (5)) of the Articles of Incorporation (joining and leaving the Supervisory Board or one of its committees during the year)
14.4 Resolution on the confirmation of remuneration of the Supervisory Board members - Resolution on the insertion of a new section 15 (6) in the Articles of Incorporation (virtual Annual General Meeting)
- Resolution on the insertion of a new section 15 (7) in the Articles of Incorporation (participation of the members of the Executive Board and the Supervisory Board in the Annual General Meeting)
Link to Aktionärsportal* (shareholder portal):
https://investor.computershare.de/#/login/suedzucker
* The Aktionärsportal (shareholder portal) is only available in German language.
Items on the agenda that require no resolution
ITEM 1
Present the adopted Annual Financial Statements and Management Report (including explanations of the disclosures pursuant to section 289a (1) German Commercial Code [Handelsgesetzbuch, HGB]) of Südzucker AG for the 2022/23 financial year, the approved Consolidated Financial Statements and Management Report (including explanations of the disclosures pursuant to section 315a (1) German Commercial Code) for the 2022/23 financial year, the report of the Supervisory Board and the Executive Board's proposal for the appropriation of the balance sheet profit, each for the 2022/23 financial year
In its meeting on 24 May 2023, the Supervisory Board checked and approved the Annual Financial Statements and Consolidated Financial Statements prepared by the Executive Board; the Annual Financial Statements were thereby adopted. In accordance with applicable law, there is therefore no resolution required regarding this item.
Please note: The annual report 2022/23 and the management report and financial statements of Südzucker AG 2022/23 can be found at the bottom of this page in the section "Documents to the agenda" and there under "Documents to ITEM 1".
Total number of shares and voting rights at the time the meeting was called
At the time the Annual General Meeting was called, the company’s share capital totaled €204,183,292.00, consisting of 204,183,292 no-par value shares. Each share is granted one vote at the Annual General Meeting. The total number of shares at the time the Annual General Meeting was called is therefore 204,183,292. At the time the Annual General Meeting was called, the company held 76,033 treasury shares, from which the company derives no rights. The total number of voting rights at the time the Annual General Meeting was called is therefore 204,107,259.
Motions on amendments
Currently there are no motions on amendments according to § 122 (2) German Stock Corporation Act (AktG) for the Südzucker AG annual general meeting on 13 July 2023.
Countermotions/nominations for election
Currently there are no countermotions/nominations for election according to § 126 German Stock Corporation Act (AktG) and § 127 AktG for the Südzucker AG annual general meeting on 13 July 2023.
Documents to the agenda
Election to the Supervisory Board
AGM 2023 - Additional information on ITEM 6
51.19 kBFormal approval of the remuneration report for the financial year 2022/23 compiled and audited under Section 162 German Stock Corporation Act
AGM 2023 - Additional information on ITEM 7
251.92 kBPresentation and resolution on the approval of the further developed remuneration system for the Executive Board