Shareholders can submit countermotions and/or election proposals to the items on the Agenda. The countermotions and/or election proposals have to refer to one or several items of the Agenda.
Countermotions and/or election proposals to be made accessible that are received at the address stated in the convocation no later than June 23, 2020, will be published on an ongoing basis on the Internet without delay after receipt, including the name of the shareholder and the statement of grounds to be made accessible. Any statement of position by the Management on the countermotions will also be published on the same website. Legal regulations do not provide for a separate mailing of countermotions and election proposals.
A counter-motion or election proposal to be made accessible in accordance with Sections 126, 127 of the German Stock Corporation Act (Aktiengesetz) will be considered to have been made during the virtual Annual Meeting if the shareholder making the request has duly registered for the Annual Meeting. The right of the Chairman of the Annual Meeting to put the Management’s resolution proposals to vote first remains unaffected.
Counter-motion and election proposal requirements may be summarized as follows:
Eligibility - Any registered shareholder or authorized proxy may submit countermotions and/or election proposals. There is no minimum share ownership requirement.
Time requirement - Countermotions and/or election proposals to be made accessible must be submitted to the Company no later than June 23, 2020, midnight.
Address - If you want to submit one or several countermotions and/or one or several election proposals please solely use the following address:
fax number: +49 (0) 711 17 94075
Any countermotions and/or election proposals that are otherwise addressed need not to be made accessible.
Statement of Grounds - The reason for a permissible counter-motion must not exceed 5,000 characters; if this size is exceeded the reason for the counter-motion must not be made accessible.
Publication - Countermotions and/or election proposals to be made accessible, including the shareholders’ names and statement of grounds to be made accessible, will be published online (Link). Any statements of position by the Management on the countermotions will also be published there. Legal regulations do not provide for a separate mailing.
Similar Countermotions - In case that several shareholders have submitted countermotions for the same resolution items, the Board of Management may combine countermotions and their respective statements of grounds.
Countermotions not be made accessible - Countermotions and election proposals that are received by the Company in due time do not need to be made accessible under certain conditions pursuant to Section 126, Subsection 2 of the German Stock Corporation Act (Aktiengesetz) (e.g. if the Board of Management would commit an offence by making such matters accessible; if the counter-motion would lead to a resolution of the AM in violation of applicable law or of the Articles of Incorporation; or if in the past two years at two Annual Meetings, the shareholder notified the Company of a counter-motion but did not present that counter-motion and did not have it presented). Besides the conditions pursuant to Section 126, Subsection 2 of the German Stock Corporation Act (Aktiengesetz), an election proposal submitted in due time also does not need to be made accessible if it does not include the proposed candidate’s name, current profession and place of residence. Proposals for the election of Supervisory Board members also do not need to be made accessible if they are not accompanied by details of the proposed candidate’s memberships of other statutory supervisory boards as defined by Section 125, Subsection 1, Sentence 5 of the German Stock Corporation Act (Aktiengesetz).
Voting - You can support a counter-motion to items of the Agenda by voting »No« on the respective Agenda items. However, if there is a separate vote in the AM on countermotions/election proposals made accessible that do not only reject a proposal of the Management and therefore are marked by a capital letter, you can support or reject them by making a cross in the respective box marked with the capital letter. Since the counter-motion/election proposal may not be put to the vote if the respective management proposal achieves the required majority, please do not fail to tick your vote on the corresponding agenda item as well.
Further explanations of shareholders’ rights can also be found here.