Annual General Meeting 2015

Annual general meeting to be held on
Thursday, 16 July 2015 at 10 a.m. CEST. 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 section 289 (4) and (5) of the German Commercial Code (HGB)) for the fiscal year 2014/15, the approved consolidated financial statements and management report (including notes to the disclosed information pursuant to section 315 (4) HGB) for the fiscal year 2014/15 and the report of the supervisory board.
2. Appropriation of retained earnings
3. Formal approval of the actions of the members of the executive board for the fiscal year 2014/15
4. Formal approval of the actions of the members of the supervisory board for the fiscal year 2014/15
5. Election of the auditors and group auditors for the fiscal year 2015/16
6. Election of supervisory board members
7. Cancellation of the existing authorized capital, creation of new authorized capital (with option to exclude subscription rights) and amendment of the Articles of Incorporation
8. Authorization to acquire treasury shares including utilization under exclusion of subscription rights
9. Authorization to acquire treasury shares using derivatives including utilization under exclusion of subscription rights
10. Waiver of the disclosure of individual remuneration of the executive board members in the notes to the annual financial statements and the consolidated annual financial statements

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 section 289 (4) and (5) of the German Commercial Code (HGB)) for the fiscal year 2014/15, the approved consolidated financial statements and management report (including notes to the disclosed information pursuant to section 315 (4) HGB) for the fiscal year 2014/15 and the report of the supervisory board.

In its meeting on 20 May 2015, 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 AG for fiscal 2014/15 of € 51,145,612.44 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 17 July 2015.

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 Web site.

Motions on amendments/counter motions/nominations for elections

Until deadline June 15, 2015, (midnight) no motions on amendments pursuant to § 122 para 2 AktG for the annual general meeting of Südzucker AG on July 16, 2015 have been filed.

Furthermore until deadline 1 July 2015, (midnight), for publication pursuant to § 126 AktG no countermotions / nominations for elections for the annual general meeting of Südzucker AG on 16 July 2015 have been submitted.

Documents to the agenda

Documents to TOP 1
Present the adopted annual financial statements and management report for the 2014/15 fiscal year

Documents to TOP 6
Election of supervisory board members

Supervisory board shareholder representative Erhard Landes, Donauwörth, resigned from the supervisory board effective as of the end of the annual general meeting on 16 July 2015 in accordance with the supervisory board rules of procedure of Südzucker AG. As a result, a shareholder representative must be elected for the remaining term of office of the current supervisory board.

The supervisory board proposes to elect

Helmut Friedl, residing in 86492 Egling a. d. Paar, agricultural operations manager and instructor at the Technical School of Agricultural Economics (Technikerschule für Agrarwirtschaft) in Landsberg am Lech,

to the supervisory board to replace the departing member as shareholder representative, effective as of the end of the annual general meeting on 16 July 2015, 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 fiscal year 2016/17.

The supervisory board of Südzucker AG consists of ten shareholder representatives and ten employee representatives pursuant to section 96 (1) and section 101 (1) of the German Stock Corporation Act (AktG) and section 1 (1) and section 7 (1) no. 3 of the German Codetermination Act (MitbestG). On 1 May 2015 the “Act on Equal Participation of Women and Men in Executive Positions” (Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen) came into force in the private and public sector in Germany. In amendment to the Stock Corporation Act (AktG), this new act stipulates that the supervisory board of a listed company subject to the Codetermination Act (Mitbestimmungsgesetz), the Coal and Steel Codetermination Act (Montan-Mitbestimmungsgesetz) or the Codetermination Supplementary Act (Mitbestimmungsergänzungsgesetz) must, in accordance with section 96 (2) sentence 1 AktG (latest revision), be made up of at least 30 percent women and at least 30 percent men. However, this minimum quota will not apply immediately. It will come into force on 1 January 2016, but will only apply to supervisory board positions that become vacant on or after this date. The statutory minimum quota of 30 percent women and men, respectively, on the supervisory board is therefore to be considered only for vacancies filled on or after 1 January 2016. Existing board memberships may be exercised up to their regular period end. Nevertheless, upon entry into force of the new law, the announcement of the annual general meeting must, pursuant to section 124 (2) sentence 2 AktG (latest revision), include additional mandatory information regarding the aforementioned minimum quota. We hereby satisfy this obligation by providing the following information: From 1 January 2016, a minimum of six members of the company’s supervisory board must be women and six members must be men, respectively, in order to satisfy the statutory minimum quota of 30 percent; the statutory minimum quota of 30 percent must then be considered exclusively when filling vacancies. In its present composition, the supervisory board will be able to meet the statutory minimum quota of 30 percent overall since neither the shareholder representatives nor the employee representatives on the company’s supervisory board have objected to full compliance with this requirement. At the time this invitation to the annual general meeting was announced, 20 percent of the company’s supervisory board was made up of women.

The recommended candidate reflects the supervisory board’s agreed composition targets. Shareholders at the general meeting are not obliged to vote for candidates proposed by the supervisory board.

Helmut Friedl is not a member of any German company’s statutory supervisory board nor is he a member of a comparable domestic or foreign supervisory panel at any other company.

Disclosures pursuant to clause 5.4.1 paragraphs 4 to 6 of the German Corporate Governance Code:

Helmut Friedl is a beet farmer and as such a supplier to the company. He is chairman of the executive board of Verband der Zuckerrübenanbauer e.V., which is a member of Verband Süddeutscher Zuckerrübenanbauer e. V. (VSZ), which in turn is a member of Süddeutsche Zuckerrübenverwertungsgenossenschaft eG (SZVG). Mr. Friedl is a member of the executive board of VSZ and he is expected to be proposed for election to the executive board of SZVG.

Documents to TOP 7
Cancellation of the existing authorized capital, creation of new authorized capital (with option to exclude subscription rights) and amendment of the Articles of Incorporation

The existing Authorized Capital 2013 pursuant to article 4 (4) of the Articles of Incorporation was not utilized. The current resolution proposes that Authorized Capital 2013 be canceled and new Authorized Capital in the amount of € 20,000,000 be established, which corresponds to about 9.8 % of the € 204,183,292 of the share capital existing at the time of the resolution.

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 16 July 2015 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.