Invitation to attend the 105th Annual General Meeting of ElringKlinger AG, Dettingen/Erms ISIN DE , WKN

Transcription

1 Invitation to attend the 105th Annual General Meeting of ElringKlinger AG, Dettingen/Erms ISIN DE , WKN Dear Shareholders, We hereby invite you most cordially to our 105th Annual General Meeting, which shall take place at a.m. on Friday, 21 May 2010, in the Hegelsaal of the Stuttgart Liederhalle Culture and Congress Centre, at Berliner Platz 1-3, Stuttgart. The invitation to the Annual General Meeting and its agenda were published on 7 April 2010 in the electronic version of the German Federal Gazette [elektronischer Bundesanzeiger] and in the Financial Times Deutschland as a supra-regional official stock exchange publication. Agenda Item 1 Submission of the adopted financial statements, the approved consolidated financial statements and the management report of ElringKlinger AG, as well as of the group management report for the financial year 2009, the report of the Supervisory Board and the explanatory notes of the Management Board in accordance with sections 289(4) and 315(4) of the German Commercial Code (Handelsgesetzbuch). The above documents and the proposal of the Management Board for the distribution of profits may be inspected during normal business hours at the registered office of the Company at Max-Eyth-Straße 2, Dettingen/Erms. All documents may also be downloaded from Upon request each shareholder shall receive without delay and free of charge a copy of the documents referred to above. Item 2 Resolution in relation to the application of unappropriated retained earnings from The Management Board and the Supervisory Board propose to apply unappropriated retained earnings in the sum of EUR 11,520, presented in the financial statements as follows: The distribution of a dividend in the sum of EUR 0.20 per no-par share entitled to a dividend 57,600,000 shares x EUR 0.20/share = EUR 11,520, The dividend shall be paid out on 25 May Item 3 Resolution in relation to the ratification of the actions of the members of the Management Board during the financial year The Management Board and Supervisory Board propose to ratify the actions of the members of the Management Board during the financial year /13

2 Item 4 Resolution in relation to the ratification of the actions of the members of the Supervisory Board during the financial year The Management Board and the Supervisory Board propose to ratify the actions of the members of the Supervisory Board during the financial year Item 5 Resolution in relation to the appointment of the auditor for the separate and consolidated accounts for the financial year The Supervisory Board proposes that PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Stuttgart, be appointed auditors for the separate and consolidated accounts for the financial year Item 6 Resolution in relation to the approval of the system for remunerating members of the Management Board. The Act on the Appropriateness of Compensation of the Management Board (Gesetz zur Angemessenheit der Vorstandsvergütung), which entered into force on 5 August 2009, makes it possible for the Annual General Meeting to pass a resolution approving the system for remunerating members of the Management Board. The resolution to be voted on shall relate to the Company s current system of compensation. Details hereof are set out in the compensation report, which may be consulted as a part of the documentation available online at and which is also available in the business premises of the Company (see Item 1). These documents will be sent to shareholders free of charge at their request. They will also be available for consultation at the Annual General Meeting. The Supervisory Board and the Management Board recommend that the system for remunerating the members of the Management Board be approved. Item 7 Resolution in relation to new elections to the Supervisory Board. The Supervisory Board of the Company currently consists of nine members, of whom six are elected by the shareholders and three by the employees. The Company is now subject to the provisions of the Act on Workers Participation in Decision-Making (Mitbestimmungsgesetz) of 4 May Accordingly, the Supervisory Board, pursuant to section 96(1) of the German Stock Corporation Act (Aktiengesetz) and section 7(1) sentence 1 no. 1 of the Act on Workers Participation in Decision-Making (Mitbestimmungsgesetz), shall in future have twelve members, of whom six shall be elected by the shareholders and six by the employees. When the Annual General Meeting of 21 May 2010 is concluded, the tenure of the six members of the Supervisory Board elected by the Annual General Meeting shall come to an end. Accordingly, six new members must be elected to the Supervisory Board by the Annual General Meeting. The General Meeting of Shareholders is not bound by nominations. It is planned to carry out such elections to the Supervisory Board in accordance with the German Corporate Governance Code by way of individual elections. The employee representatives on the Supervisory Board were elected in March /13

3 The Supervisory Board proposes the following persons for election to the Supervisory Board as shareholder representatives: Dr. Rainer Hahn, Stuttgart Former member of the Executive Board of Robert Bosch GmbH Karl-Uwe van Husen, Waiblingen General Manager Dr. Thomas Klinger-Lohr, Egliswil/Switzerland Company Chairman Walter Herwarth Lechler, Stuttgart Managing Partner Dr. Helmut Lerchner, Aichtal Management Consultant Manfred Strauß, Stuttgart General Manager Elections shall be for a term which expires at the end of the Annual General Meeting which votes on the ratification of the actions of the Supervisory Board during the financial year Item 8 Resolution in relation to amendment of the Articles of Association in connection with the composition of the Supervisory Board and the number of deputies to the Chairman of the Supervisory Board. As stated under Item 7, the Act on Workers Participation in Decision-Making (Mitbestimmungsgesetz) now applies to the Company, with the result that its Supervisory Board must now be composed of six members elected by the shareholders and six members elected by the employees. In addition, the Supervisory Board should also have the option of electing from amongst its members more than one deputy for the Chairman of the Supervisory Board. The provisions of the relevant Articles of Association must therefore be amended. The Supervisory Board and the Management Board propose that Article 9(1) and Article 10(1) of the Articles of Association of the Company be amended as follows: a) Article 9(1) of the Articles of Association 1. The Supervisory Board shall consist of twelve members. Six members shall be elected by the shareholders and six members shall be elected by the employees in accordance with the Act on Workers Participation in Decision-Making (Mitbestimmungsgesetz). b) Article 10(1) of the Articles of Association Each year at its first meeting following the Annual General Meeting, for which it shall convene without any special invitation being required, the Supervisory Board shall elect from amongst its members a Chairman and at least one Deputy Chairman. 3/13

4 Item 9 Resolution in relation to the authorisation to acquire treasury shares and their use. The authorisation to acquire treasury shares granted by the Annual General Meeting of 26 May 2009 shall expire on 26 November In accordance with the Act Implementing the Shareholder Rights Directive of 30 July 2009 (ARUG), there exists the option of granting such authorisation for a period of up to five years in accordance with section 71(1) sentence 1 no. 8 of the German Stock Corporation Act (Aktiengesetz). It is possible in this way to avoid renewing such a resolution each year in the Annual General Meeting. The Management Board and the Supervisory Board propose the following resolution: a) The Company is authorised to acquire treasury shares with a value of up to 10% in total of the authorised share capital on the date of the resolution. Such authorisation may be exercised in full or in instalments, and on one or more occasions by the Company, but also by group companies or on its or their behalf by third parties. The authorisation shall enter into force on 22 May 2010 and shall be valid until 21 May The existing authorisation to acquire treasury shares in accordance with the resolution of the Annual General Meeting of 26 May 2009 shall be cancelled. b) The acquisition of the treasury shares shall at the discretion of the Management Board be carried out via the stock exchange or by means of a public offer made to all of the shareholders of the Company. - If the acquisition of the treasury shares takes place via the stock exchange, the purchase price per share (excluding transaction costs) may not exceed the price determined at the opening auction of Xetra trading (or at the opening of trading on an equivalent successor system) by more than 10% and may not be more than 10% lower than such price. - If the acquisition takes place through a public offer made to all shareholders of the Company, the offered purchase price or the prescribed limits of the offered purchase price range per share (excluding transaction costs) may not exceed the mean price determined at the closing auction of Xetra trading (or at the close of trading on an equivalent successor system) on the last five days of trading before the date of publication of the offer by more than 10% and may not be more than 10% lower than such price. If, after the publication of any offer to purchase, there are significant deviations from the relevant share price, the offer may be adjusted. In this case, the average share price on the five days of trading prior to the publication of any such adjustment is to be applied. The purchase offer may stipulate additional conditions. The volume of the offer may be limited. If the entire subscription for the offer exceeds this volume, shareholders rights to sell shares to the Company can be restricted in that offers to sell are accepted for a number of shares in proportion to the number offered. The preferential acceptance of a lower number of up to 100 of the Company s shares offered for purchase per shareholder of the Company may be stipulated. c) As well as by means of a stock market disposal or an offer made to all shareholders of the Company, the Management Board shall also be authorised with the consent of the Supervisory Board to dispose of the treasury shares so acquired as follows: - The shares may be offered to persons employed by the Company or by an entity affiliated with it, or may be pledged or transferred subject to a retention period of no less than two years. 4/13

5 - The shares may be offered and transferred to third parties in exchange for payment in kind, and in particular in the context of business combinations or on the acquisition of companies or interests therein. - The shares may be cancelled without such cancellation or its implementation requiring a further Annual General Meeting. The cancellation shall give rise to a reduction in the share capital of the Company. The Management Board shall in such a case be authorised to modify the number of shares recorded in the Articles of Association. The Management Board may notwithstanding this stipulate with the consent of the Supervisory Board that the share capital of the Company shall not be reduced, but rather that the amount of the share capital represented by the remaining shares be increased in accordance with section 8(3) of the German Stock Corporation Act (Aktiengesetz). d) The authorisations pursuant to c) may be exercised once or more than once, individually or together and in full or in instalments. e) The shareholders right to subscribe for the treasury shares of the Company shall be excluded to the extent that use is made of such shares in accordance with the authorisations set out in c). Item 10 Resolution in relation to the Authorised Share Capital with an authorisation to exclude subscription rights and amend the Articles of Association. The authorisation in accordance with Article 4(3) of the Articles of Association to increase the share capital of the Company to a maximum of EUR 28,800, (the Authorised Share Capital) expires on 15 June This authorisation should therefore be cancelled and replaced by an appropriate new authorisation. In addition, the Management Board should in certain cases be authorised, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders attached to a maximum of 10% of the share capital on a capital increase for cash contributions. The Management Board and Supervisory Board propose the following resolution: a) Cancellation of the existing authorisation The authorisation granted by the Annual General Meeting of ElringKlinger AG on 8 June 2005 in accordance with Article 4(3) of the Articles of Association of the Company shall be cancelled on the date on which the new Authorised Share Capital enters into force in accordance with sub-paragraph b) x below. b) New authorisation and the new drafting of Article 4(3) of the Articles of Association of the Company 3. With the consent of the Supervisory Board, the Management Board shall be authorised until 25 May 2015 to increase the share capital on one or more occasions by the issue of new shares for cash contributions, but subject to a maximum limit of EUR 28,800, (the Authorised Share Capital 2010). The shareholders shall in principle have subscription rights. The shares may also be acquired by a credit institution on the condition that they are offered to the shareholders of the Company for purchase. With the consent of the Supervisory Board, the Management Board shall however be authorised to exclude the subscription rights of shareholders in the following cases: 5/13

6 - in order to exclude fractional amounts from subscription rights; - if the issue price of the new shares is not significantly lower than the stock market price of shares which are already listed and if the total shares issued subject to the exclusion of subscription rights in accordance with section 186(3) sentence 4 of the German Stock Corporation Act (Aktiengesetz) do not exceed 10% of the share capital, at the time of either the entry into force or the exercise of this authorisation. Shares which during the period of this authorisation s validity are issued or sold ex rights subject to the exclusion of subscription rights pursuant to the application of section 186(3) sentence 4 of the German Stock Corporation Act (Aktiengesetz), either directly or mutatis mutandis, must be included in any calculation of this limit of 10% of share capital. The terms and conditions and the details of any implementation of capital increases out of the Authorised Share Capital 2010 shall be laid down by the Management Board with the consent of the Supervisory Board. Item 11 Resolution in relation to the adaptation of the Articles of Association to the Act Implementing the Shareholder Rights Directive (ARUG). The Act Implementing the Shareholder Rights Directive of 30 July 2009 (ARUG) requires new provisions in relation to the transmission of the Annual General Meeting, the notice period for the Annual General Meeting and the registration period for the Annual General Meeting and the exercise of voting rights at the Annual General Meeting by proxies. The corresponding provisions of the Articles of Association must therefore be amended. The Management Board and the Supervisory Board propose to amend Article 15(2)(1), Article 16(2), Article 17(1) and Article 18(3)(2) of the Articles of Association of the Company as follows: a) Article 15(2)(1) of the Articles of Association 2. The Management Board shall be authorised to make arrangements for allowing the sound or video transmission in full or in part of the Annual General Meeting. b) Article 16(2) of the Articles of Association 2. The Annual General Meeting shall be called at least 30 days before the date of the Meeting. The invitation to attend may be published in the electronic version of the German Federal Gazette [elektronischer Bundesanzeiger] or in accordance with section 121(4) of the German Stock Corporation Act (Aktiengesetz). The notice period for the Annual General Meeting shall be extended by the number of days in the registration period (Article 17(1) of the Articles of Association). The date on which the Annual General Meeting is called and the date of the registration deadline shall not be included in the calculation of the notice period. c) Article 17(1) of the Articles of Association 1. Those shareholders, who on the date of the Annual General Meeting are registered in the share register of the Company and whose registration with the Company or with the entities stipulated in the invitation is received in a text form at least six days prior to the date of the Annual General Meeting, shall be entitled to participate in the Annual General Meeting and to exercise their voting rights. 6/13

7 d) Article 18(3)(2) Any grant, revocation and proof of the authorisation must be in text form. Item 12 Resolution in relation to the amendment of the Articles of Association relating to the location where the Annual General Meeting is to be held. Article 16(1)(1) of the Articles of Association of the Company currently stipulates that the Annual General Meeting may only be called to take place in Stuttgart or in any other location in Baden-Württemberg with at least 20,000 inhabitants. In order to increase flexibility as far as the selection of the venue for the Annual General Meeting is concerned, Article 16(1)(1) of the Articles of Association should be amended to ensure that the Annual General Meeting may be called to take place in the location where the Company has its registered office. The Management Board and the Supervisory Board propose to amend Article 16(1)(1) of the Articles of Association as follows: The Annual General Meeting shall be called by the Management Board or the Supervisory Board to take place in the location in which the Company has its registered office, or any other location in Baden-Württemberg which has at least 20,000 inhabitants. Reports to the Annual General Meeting In connection with Item 9, the Management Board gives the following report in relation to the exclusion of subscription rights on the disposal of treasury shares in accordance with sections 71(1) sentence 1 no. 8 and 186(4) sentence 2 of the German Stock Corporation Act (Aktiengesetz). The purpose of the resolution put to the Annual General Meeting authorising the acquisition of treasury shares is to enable the Company to acquire the treasury shares and to use these for the purpose of issuing shares to employees, financing company acquisitions and cancelling such shares. The purpose of the authorisation is to put the Company in a position to make flexible use of the instrument of acquiring and applying treasury shares as necessary in the context of the statutory framework. When making a decision in relation to the use to which treasury shares are to be put, the Management Board shall be guided exclusively by the interests of the shareholders and of the Company. No specific plans for the use of treasury shares currently exist. The authorisation shall be valid until 21 May 2015 and shall replace the current authorisation to acquire treasury shares. The Company shall make use of the option made available by the Act Implementing the Shareholder Rights Directive of 30 July 2009 (ARUG) to grant authorisation for a period of five years in accordance with section 71(1) sentence 1 no. 8 of the German Stock Corporation Act (Aktiengesetz). It will therefore be possible to dispense with the need to renew at every Annual General Meeting the authorisation that was limited to 18 months under the previous statutory regime. The acquisition of the treasury shares shall, in accordance with the proposed resolution, be carried out via the stock exchange or a public purchase offer. In the latter case each shareholder shall be entitled to decide if and how many shares he wishes to dispose of. Should the number of shares offered for sale exceed the number of shares required, the acquisition of the shares by the Company may be carried out in proportion to the number of shares offered for sale. In the case of smaller volumes of shares of up to 100 units being offered, the public purchase offer may stipulate a preferential acceptance. This option shall ultimately serve, on the acceptance of quotas, to facilitate accounting and technical settlement and thereby to reduce costs. 7/13

8 The disposal or transfer of the treasury shares acquired pursuant to such an authorisation may in the following cases occur subject to the exclusion of shareholders subscription rights: The issue of shares to employees in the context of employee share schemes can be an effective method of strengthening the bond between employees and the Company and ensuring the continued success of the Company. This authorisation to acquire and dispose of treasury shares places the Company in a position to use the treasury shares as required in the context of employee share schemes. The Company should be in a position to use treasury shares as consideration for any payments in kind made by third parties, and in particular for the acquisition of companies, parts of companies or holdings in such companies. To the extent that this form of consideration is required and is expedient in the context of such transactions, the Company should be in a position to make use of treasury shares for such purpose. The Management Board shall report to the Annual General Meeting on any exercise of such authorisation. Finally, the Company should be entitled to cancel treasury shares without requiring that any further resolution be passed by the Annual General Meeting. It is possible to carry out such a cancellation without decreasing the share capital of the Company, in which case the proportional amount of the share capital represented by each share shall increase. The Management Board shall not exercise its right to make use of the treasury shares in any of the scenarios set out above until it has obtained the approval of the Supervisory Board. When such use is made of the treasury shares, the right of the shareholders of the Company to subscribe for such shares must necessarily be excluded. It should be noted as a fundamental principle that the rights of shareholders to the assets and equity of the Company are commensurately protected on the occasion of a disposal of treasury shares to third parties subject to an exclusion of the subscription rights of shareholders by section 71(1) sentence 1 no. 8 of the German Stock Corporation Act (Aktiengesetz). Within this context, the authorisation is limited to a maximum of 10% of the share capital of the Company on the date of the resolution in relation to the authorisation. The Management Board and Supervisory Board shall nonetheless in each instance carefully consider whether or not the exercise of the authorisation is in the interests of the Company and its shareholders. In connection with Item 10, the Management Board gives the following report in relation to the exclusion of subscription rights in the context of the authorisation to utilise the Authorised Share Capital in accordance with section 203(2) sentence 2 in conjunction with section 186(4) sentence 2 of the German Stock Corporation Act (Aktiengesetz) The Management Board and the Supervisory Board propose to the Annual General Meeting that the Management Board be authorised, with the consent of the Supervisory Board, to increase the share capital of Company to a maximum of EUR 28,800, for cash contributions. On the utilisation of such Authorised Share Capital the shareholders shall in principle be granted subscription rights. The proposed authorisation contains, however, the option of excluding the subscription rights of the shareholders in the following cases, with the consent of the Supervisory Board. In the first case and with the consent of the Supervisory Board, the Management Board should be authorised to exclude from the subscription rights of shareholders any fractional amounts which may arise as a result of the subscription ratio and which may no longer be allocated equally to all shareholders, in order to simplify handling. 8/13

9 In the second case and with the consent of the Supervisory Board, the Management Board should be authorised to exclude the subscription rights of shareholders in connection with any amount of a capital increase which does not exceed 10% of the available share capital either on the date of its entry into force or on the date of the exercise of the authorisation, in accordance with section 203(1) and (2) in conjunction with section 186(3) sentence 4 of the German Stock Corporation Act (Aktiengesetz). A further pre-condition is that the new shares must not be issued at a price which is significantly below the stock market price. With the consent of the Supervisory Board, the Management Board shall thus be placed in a position to acquire fresh equity at short notice and at an issue price for the new shares which is close to the stock market price. Thanks to this instrument it is possible to exploit quickly and flexibly any opportunities which may arise in the various business areas, such as for example the acquisition of undertakings or parts of undertakings. Should the situation arise, it is possible to satisfy a need for capital which may arise pursuant to such opportunities. In addition, it is possible through the placement of new shares to acquire new shareholders. By limiting the exclusion of subscription rights to 10% of the share capital, consideration is given to the interests of shareholders in having their shareholdings in the Company protected from dilution, in line with corporate legislation. As the issue price of the new shares is near to the stock market price and the exclusion of subscription rights is limited to a maximum of 10% of the share capital, each shareholder has in principle the option to acquire on the stock market on almost identical terms those shares which are required in order to maintain the level of his shareholding in the Company. The interests of the shareholders in maintaining the level of their shareholdings and the interest of the Company in obtaining further flexibility, in order then to exploit such flexibility in the interests of all of the shareholders, are therefore afforded appropriate protection. All shares which pursuant to the application of this provision, either directly or mutatis mutandis are issued or sold pursuant to other authorisations, and in particular any authorisation to utilise treasury shares, during the term of this authorisation until the date of its exercise, shall be included in the calculation of the limit of 10% of share capital within the meaning of section 186(3) sentence 4 of the German Stock Corporation Act (Aktiengesetz). The Management Board shall report on the use of the Authorised Share Capital 2010 at the next Annual General Meeting. Supplementary information in relation to Item 7 in accordance with section 125(1) sentence 5 of the German Stock Corporation Act (Aktiengesetz) The shareholder representatives proposed for election to the Supervisory Board in Item 7 are on 1 April 2010 members of other statutory supervisory boards (a) and/or members of similar supervisory bodies of domestic and foreign commercial undertakings (b): Dr. Rainer Hahn, aged 69 a) Bosch Rexroth AG, Stuttgart Robert Bosch GmbH, Stuttgart b) TÜV Süd e.v., Mannheim (Member of the Board of Directors) TÜV Süd Gesellschafterausschuss GbR, Munich (Member) Karl-Uwe van Husen, aged 68 a) Schaltbau Holding AG b) Not applicable Dr. Thomas Klinger-Lohr, aged 61 a) Not applicable b) Klinger Holding Ltd., Sidcup/United Kingdom (Member of the Board of Directors) 9/13

10 Klinger AG, Egliswil/Switzerland (Member of the Board of Directors) Saidi S.A., Madrid/Spain (Member of the Board of Directors) UniKlinger Ltd., Mumbai/India (Member of the Board of Directors) Walter Herwarth Lechler, aged 67 a) Not applicable b) Lechler Inc., St. Charles/USA (Member of the Board of Directors) Lechler Ltd., Sheffield/United Kingdom (Member of the Board of Directors) Lechler India Pvt. Ltd., Thane/India (Member of the Board of Directors) Lechler Kft., Kecskemét/Hungary (Member of the Board of Directors) Lechler France S.A., Montreuil/France (Member of the Board of Directors) Lechler AB, Hagfors/Sweden (Member of the Board of Directors) Lechler SA, Wavre/Belgium (Member of the Board of Directors) Lechler S.A., Madrid/Spain (Member of the Board of Directors) Elex India Pvt. Ltd., Thane/India (Member of the Board of Directors) Dr. Helmut Lerchner, aged 69 a) Deutz AG, Köln b) Commerzbank AG (Member of the Advisory Board South-West) Manfred Strauß, aged 58 a) Not applicable b) Pro Stuttgart Verwaltungs GmbH, Stuttgart (Member of the Shareholder Meeting) Pro Stuttgart Verkehrsverein (Adviser) 10/13

11 Conditions of attendance In accordance with Article 17 of the Articles of Association of ElringKlinger AG in the version dated 26 May 2009, those shareholders who on the date of the Annual General Meeting, namely 21 May 2010, are entered in the share register and have registered to participate so that their registration is received by the end of 14 May 2010 by ElringKlinger AG c/o ADEUS Aktienregister-Service-GmbH Hauptversammlungs-Service Postfach Hamburg Fax (069/ ) shall be entitled to participate in the Annual General Meeting and to cast their votes. The registration must be in a text form. No modifications shall be made to the share register of the Company between the last day on which it is possible to register to attend the Annual General Meeting and the end of the Annual General Meeting. On the date on which the Annual General Meeting is called, the share capital of the Company amounts to EUR 57,600,000. Out of a total of 57,600,000 no-par shares issued on the date on which the Annual General Meeting is called, all of these shares entitle their holders to attend and vote at the Annual General Meeting. The rights of the shareholders in accordance with sections 122(2), 126(1), 127 and 131(1) of the German Stock Corporation Act (Aktiengesetz) - Amendments to the agenda in accordance with section 122(2) of the German Stock Corporation Act (Aktiengesetz) Amendments to the agenda may be requested by shareholders whose aggregated shareholdings amount to one-twentieth of the share capital or whose aggregated shareholdings have a value of EUR 500,000. Any such requests must be received by the Company in writing at least 30 days prior to the Annual General Meeting, namely on 20 April Each request must be accompanied by a statement of reasons or a draft resolution. In accordance with section 122(2) sentence 1 of the German Stock Corporation Act (Aktiengesetz) in conjunction with section 142(2) sentence 2 of the German Stock Corporation Act (Aktiengesetz), shareholders must prove that they have held the required number of shares for at least three months prior to the date on which the request was received by the Company. - Alternative proposals for the election of members to the Supervisory Board and/or for the auditor in accordance with section 127 of the German Stock Corporation Act (Aktiengesetz) and counter-motions in accordance with section 126(1) of the German Stock Corporation Act (Aktiengesetz) The shareholders of the Company may submit alternative proposals for the election of members to the Supervisory Board and for the auditor and may submit counter-motions to certain resolutions proposed in the agenda. Counter-motions must be accompanied by a statement of reasons. The proposals for elections and/or counter-motions must be received by the Company at least 14 days prior to the Annual General Meeting, namely on 6 May 2010, so that they can be made available to the shareholders by the Company. 11/13

12 Requests for amendments to the agenda, motions and election proposals may only be submitted to the Company at the following address: ElringKlinger AG, Bereich 1R, Max-Eyth- Straße 2, Dettingen/Erms (Fax: 07123/ ). Such motions shall, if the statutory conditions are met, be published in accordance with the statutory provisions and may be downloaded from Any responses from the management of the Company shall also be published on this page. - Rights to information in accordance with section 131(1) of the German Stock Corporation Act (Aktiengesetz) In the Annual General Meeting any shareholder or any shareholder representative may in accordance with section 131(1) of the German Stock Corporation Act (Aktiengesetz) request information from the Management Board in relation to the affairs of the Company, the legal and commercial relations of the Company with affiliated entities and the position of the Group and of the entities included in the consolidated financial statements, to the extent that such information is required to make an informed judgement about an item on the agenda. The exercise of voting rights and the appointment of proxies Shareholders who are listed in the share register have the option of voting through a proxy, a bank or a shareholders association. Timely notice of an intention to attend must be served either by the shareholder or by the proxy within the period and to the address/fax number stipulated above. In such a case we would ask our shareholders to send the forms they receive to a proxy of their choice, together with their voting instructions, so that their proxy may register by 14 May 2010 with ElringKlinger AG, c/o ADEUS Aktienregister-Service- GmbH, Hauptversammlungs-Service, Postfach , Hamburg, Fax (069/ ), hv@adeus.de. If a bank is listed in the share register as a trustee, it can exercise the voting rights in respect of shares that it does not own only if it is authorised to do so by the shareholder. At the Annual General Meeting of 21 May 2010 we are again offering our shareholders the option of being represented by a Company proxy. When exercising the shareholders voting rights, the Company proxies shall only act in accordance with the instructions issued to them. The authorisation and the instructions in connection herewith must be sent in writing to the location stipulated by the Company by 14 May Information on the Company s website The full text of the agenda with the Management Board s and the Supervisory Board s proposals for resolutions, the Management Board s reports and the conditions of participation set out above, as well as an address for the queries and motions of shareholders, were published in the electronic version of the German Federal Gazette [elektronischer Bundesanzeiger] on 7 April 2010 and may be downloaded from together with further information about the Annual General Meeting. Such documents may also be requested free of charge from the Company (ElringKlinger AG, Abteilung 1R, Max-Eyth-Straße 2, Dettingen/Erms). The details relating to registration are to be found in the documents which the shareholders were sent together with their invitation. The agenda of the Annual General Meeting of 21 May 2010, as well as the documents required for registering to participate or the appointment of a proxy, shall be sent by the Company to those shareholders who are entered in the share register. 12/13

13 You may request a copy of the Annual Report for the financial year 2009 from ElringKlinger AG, Abteilung 1R, Max-Eyth-Straße 2, Dettingen/Erms, by post, by fax (07123/ ) or by (hauptversammlung@elringklinger.de). Please provide your full address. Dettingen/Erms, April 2010 ElringKlinger AG, Max-Eyth-Straße 2, Dettingen/Erms The Management Board 13/13