Annual General Meeting 2014

Annual general meeting to be held on
Thursday, July 17, 2014 at 10 a.m. at the Congress Center Rosengarten, 68161 Mannheim, Rosengartenplatz 2

Agenda

1. Present the adopted annual financial statements and management report (including notes to the statements pursuant to article 289, paragraphs 4 and 5 of HGB, the German Commercial Code) for the 2013/14 fiscal year, the approved consolidated financial statements and management report (including notes to the disclosed information pursuant to article 315, paragraph 4 of the German Commercial Code) for the 2013/14 fiscal year and the report of the supervisory board.
2. Appropriate retained earnings
3. Ratify executive board members' actions for the 2013/14 fiscal year
4. Ratify supervisory board members' actions for the 2013/14 fiscal year
5. Appoint the auditors and group auditors for the 2014/15 fiscal year
6. Elect supervisory board members
7. Amend article 1 of the Articles of Incorporation (company, headquarters)
8. Amend article 12, paragraphs 1 and 2 of the Articles of Incorporation (supervisory board remuneration)
9. Approve amendment to existing Control and Profit Transfer Agreements with subsidiaries a) Approve amendment agreement on the control and profit transfer agreement with Südzucker Verwaltungs GmbH agreed on May 5, 2014. b) Approve amendment agreement on the control and profit transfer agreement with BGD Bodengesundheitsdienst GmbH agreed on May 5, 2014. c) Approve amendment agreement on the control and profit transfer agreement with Südtrans GmbH agreed on May 5, 2014. d) Approve amendment agreement on the control and profit transfer agreement with Südzucker Tiefkühl-Holding GmbH agreed on May 5, 2014.

Items on the agenda that require no resolution

TOP 1
Present the adopted annual financial statements and management report (including notes to the statements pursuant to article 289, paragraphs 4 and 5 of HGB, the German Commercial Code) for the 2013/14 fiscal year, the approved consolidated financial statements and management report (including notes to the disclosed information pursuant to article 315, paragraph 4 of the German Commercial Code) for the 2013/14 fiscal year and the report of the supervisory board.
In its meeting on May 14, 2014, the supervisory board endorsed the financial statements and consolidated financial statements prepared by the executive board. The financial statements are thus adopted. In accordance with applicable law, there is thus no resolution required regarding this item.

Total number of shares and voting rights at time the meeting is called
At the time the meeting was called, the company's share capital totaled € 204,183,292 consisting of 204,183,292 no-par value bearer shares. Each share is granted one vote at the annual general meeting. Both the total number of shares and voting rights at the time of calling the annual general meeting is thus 204,183,292. At the time the meeting was called, the company held no treasury shares.

Dividends
TOP 2
Appropriate retained earnings:
The executive and supervisory boards propose net retained earnings of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt for fiscal 2013/14 of € 102,565,963.04 to be used as follows:

The number of dividend-bearing shares may change between now and the time of the annual general meeting. In such case, an amended recommendation regarding appropriation retained earnings will be presented to shareholders at the annual general meeting, which will reflect an unchanged dividend per dividend-bearing share and amended retained earnings carried forward.

The dividend will be paid on July 18, 2014.

Notice on behalf of the company: Dividend announcement will be published after resolution within the Frankfurter Allgemeine Zeitung, the German Federal Gazette and at the company's website.

Motions on amendments/counter motions/nominations for elections

Until deadline June 16, 2014, (midnight) no motions on amendments persuant to § 122 para 2 AktG for the annual general meeting of Südzucker AG on July 17, 2014 have been filed.

Furthermore until deadline 2 July 2014, (midnight), for publication pursuant to § 126 AktG no countermotions/nominations for elections for the annual general meeting of Südzucker AG on 17 July 2014 have been submitted.

Documents to the agenda

Documents to TOP 1
Present the adopted annual financial statements and management report for the 2013/14 fiscal year

Documents to TOP 6
Elect supervisory board members
Supervisory board shareholder representatives Dr. Ralf Bethke, Deidesheim, and Dr. Christian Konrad, Vienna, Austria, resigned from the supervisory board effective as of the adjournment of the annual general meeting on July 17, 2014 in accordance with the supervisory board rules of procedure of Südzucker AG, Mannheim/Ochsenfurt. As a result, two shareholder representatives will have to be elected for the remaining term of office of the current supervisory board.

The supervisory board proposes that to replace the departing members, Mag. Veronika Haslinger, residing in Vienna, Austria, managing director of Raiffeisen-Holding Niederösterreich-Wien reg.Gen.m.b.H., Vienna, and Dipl.-Kauffrau Susanne Kunschert, residing in Stuttgart, managing partner of Pilz GmbH & Co. KG, Ostfildern, Germany be elected to the supervisory board as shareholder representatives effective end of the July 17, 2014 annual general meeting, for the remaining term of office of the present supervisory board; i.e., to the end of the annual general meeting at which shareholders will vote on ratification for the 2016/17 financial year.

Further information about the recommended candidates is available here:

The supervisory board of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt is comprised of ten shareholder representatives and ten employee representatives pursuant to article 96, paragraph 1 and article 101, paragraph 1 of the German Stock Corporation Act (AktG) and article 1 and article 7, paragraph 1, clause 3 of the German Codetermination Act (MitbestG). The recommended candidates reflect the supervisory board's agreed composition targets. Shareholders at the general meeting are not obligated to vote for candidates proposed by the supervisory board. It is intended to conduct the supervisory board elections by way of separate ballots (individual voting). Ms. Veronika Haslinger is not a member of any German company's statutory supervisory board. She is a member of a comparable German or foreign supervisory panel at the following company: SZVG Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG, Stuttgart. Ms. Susanne Kunschert is not a member of any German company's statutory supervisory board and is not a member of a comparable domestic or foreign supervisory panel at any other company. In the opinion of the supervisory board, neither of the recommended candidates has any personal or business relationship subject to disclosure as recommended by item 5.4.1, paragraphs 4 and 6 of the German corporate governance code with Südzucker Aktiengesellschaft Mannheim/Ochsenfurt or its subsidiaries, the corporate entities of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt or a shareholder of Südzucker Aktiengesellschaft Mannheim/Ochsenfurt who holds a material interest.

Documents to TOP 7
Amend article 1 of the Articles of Incorporation (company, headquarters)

Documents to TOP 8
Amend article 12, paragraphs 1 and 2 of the Articles of Incorporation (supervisory board remuneration)

Documents to TOP 9
Approve amendment to existing control and profit transfer agreements with subsidiaries
On this page you will find the documents in connection with item 9 of the Agenda for Südzucker Annual General Meeting 2014 (Resolutions on the approval of amendments to existing control and profit transfer agreements) which shall be made accessible according to Section 293f and 124a of the German Stock Corporation Act. The documents are available only in German.

Approve amendment agreement on the control and profit transfer agreement with Südzucker Verwaltungs GmbH agreed on May 5, 2014

Approve amendment agreement on the control and profit transfer agreement with BGD Bodengesundheitsdienst GmbH agreed on May 5, 2014

Approve amendment agreement on the control and profit transfer agreement with Südtrans GmbH agreed on May 5, 2014

Approve amendment agreement on the control and profit transfer agreement with Südzucker Tiefkühl-Holding GmbH agreed on May 5, 2014

Proxy-voting

Via following pages you have the opportunity, to submit proxies/instructions to representatives of the company or proxies to third parties for the Annual General Meeting of Südzucker AG on July 17, 2014 in Mannheim.

Remark: Please consider that if we should receive proxies/instructions in different ways with diverging proxies/instructions, we will prioritise the one received via proxy-voting, unless it is obvious that this proxy/instruction was withdrawn by a proxy/instruction at a later date. This remark takes priority over the annotations made about this issue in the proxy-voting-system.

Proxy-voting
Instructions for usage of this electronic proxy voting are available only in German. For further englisch information on proxy voting please refer to this item.