SinnerSchrader Aktiengesellschaft. Invitation to the Extraordinary General Meeting

Transcription

1 SinnerSchrader Aktiengesellschaft Hamburg, Germany ISIN: E (WKN: ) Invitation to the Extraordinary General Meeting Our shareholders are hereby invited to the Extraordinary General Meeting on 6 December 2017 at 10 a.m. CET in the White Hall (Weißer Saal) of Curio-Haus, Rothenbaumchaussee 11, Hamburg, Germany. I Agenda Resolution on the approval of the conclusion of a Domination and Profit Transfer Agreement between SinnerSchrader Aktiengesellschaft as the controlled company and Accenture Digital Holdings GmbH as the controlling company On 20 October 2017, SinnerSchrader Aktiengesellschaft, as controlled company, and Accenture Digital Holdings GmbH with registered headquarters in Kronberg im Taunus, Germany, as the controlling company, drew up a draft of a Domination and Profit Transfer Agreement, under which, when it takes effect, SinnerSchrader Aktiengesellschaft submits the management of its company to Accenture Digital Holdings GmbH and undertakes to transfer its entire annual profit to Accenture Digital Holdings GmbH. The intention is to conclude the Agreement on 7 December In order to become effective, the Domination and Profit Transfer Agreement has to be approved by both the General Meeting of SinnerSchrader Aktiengesellschaft and the General Meeting of Accenture Digital Holdings GmbH. Furthermore, the Agreement needs to be registered in the Commercial Register at the headquarters of SinnerSchrader Aktiengesellschaft. The intention is for the General Meeting of Accenture Digital Holdings GmbH to approve the Domination and Profit Transfer Agreement immediately before approval by the Extraordinary General Meeting of SinnerSchrader Aktiengesellschaft. The Management Board and Supervisory Board propose that the following resolution be made:

2 The conclusion of the Domination and Profit Transfer Agreement between SinnerSchrader Aktiengesellschaft as controlled company and Accenture Digital Holdings GmbH as the controlling company as set out in the draft dated 20 October 2017 is hereby approved. In the version drawn up as a draft on 20 October 2017 the intended Domination and Profit Transfer Agreement, which is reproduced in full hereafter, contains the following major terms: Pursuant to the Agreement, the management of SinnerSchrader Aktiengesellschaft submits itself to the control of Accenture Digital Holdings GmbH, which, on the basis of the Agreement, is therefore entitled to issue instructions to the Management Board of SinnerSchrader Aktiengesellschaft regarding management of the company. For further details, please refer to Clause 1 of the Agreement. Under the Domination and Profit Transfer Agreement, SinnerSchrader Aktiengesellschaft undertakes to transfer its entire annual profit, ascertained according to the regulations of commercial law, to Accenture Digital Holdings GmbH. This obligation applies for the first time either to the profits earned in the financial year beginning on 1 September 2017 or to the profits earned in the subsequent financial year during which the Domination and Profit Transfer Agreement becomes effective. In return, Accenture Digital Holdings GmbH is obliged to assume any losses incurred by SinnerSchrader Aktiengesellschaft pursuant to Article 302 of the German Stock Corporation Act (Aktiengesetz). The obligation to assume losses applies for the first time to the entire financial year in which the Domination and Profit Transfer Agreement becomes effective. For further information on the transfer of profit and the assumption of losses, please refer to Clauses 2 and 3 of the Agreement. Accenture Digital Holdings GmbH is obliged under the Domination and Profit Transfer Agreement to pay to the outside shareholders of SinnerSchrader Aktiengesellschaft a recurring annual sum as appropriate compensation. The compensation amounts to EUR 0.26 gross per share for each full financial year. With respect to taxes that have to be deducted, due dates and further details, please refer to Clause 4 of the Agreement. Furthermore, under the Domination and Profit Transfer Agreement, Accenture Digital Holdings GmbH undertakes upon demand of an outside shareholder of SinnerSchrader Aktiengesellschaft to purchase such shareholder s shares in exchange for a cash consideration in the amount of EUR for each share. The obligation to purchase shares is limited in time. The obligation ends two months after the date on which the entry of this Agreement in the Commercial Register at the registered headquarters of SinnerSchrader Aktiengesellschaft has been published pursuant to Article 10 of the German Commercial Code (Handelsgesetzbuch). This period can be extended under certain conditions. If the Agreement is terminated by Accenture Digital Holdings GmbH after expiry of the period, Accenture Digital Holdings GmbH will again for a limited period be obliged to purchase the shares of outside shareholders for a cash consideration in the amount of EUR For further details, please refer to Clause 5 of the Agreement. Accenture plc indirectly holds 94 % of the shares in Accenture Digital Holdings GmbH. With regard to Accenture Digital Holdings GmbH s obligations under the Domination and Profit Transfer Agreement, Accenture plc has provided a letter of comfort, which is reproduced in full below and referred to in Clause 7 of the Agreement. Finally, the Domination and Profit Transfer Agreement contains provisions on the effective date, the contractual term and termination rights and a clause according to which the invalidity or unfeasibility of any individual contractual provision shall not affect the validity of the Agreement. In

3 particular, Accenture Digital Holdings GmbH is entitled to terminate the Agreement for good cause if it no longer holds the majority of the shares in SinnerSchrader Aktiengesellschaft. For further details, please refer to Clauses 6 and 8 of the Agreement. The joint report drawn up pursuant to Article 293a of the German Stock Corporation Act by the Management Board of SinnerSchrader Aktiengesellschaft and the management of Accenture Digital Holdings GmbH dated 20 October 2017 contains more detailed information on the contractual provisions. The joint report is part of the documentation that is made available to the shareholders (cf. Section II). The draft of the Domination and Profit Transfer Agreement dated 20 October 2017 is worded as follows: DOMINATION AND PROFIT TRANSFER AGREEMENT entered into on 7 December 2017 between Accenture Digital Holdings GmbH with seat in Kronberg im Taunus, registered with the commercial register of the local court of Königstein im Taunus under HRB 9608 and with registered business address at Campus Kronberg 1, Kronberg im Taunus, and SinnerSchrader Aktiengesellschaft with seat in Hamburg, registered with the commercial register of the local court of Hamburg under HRB and with registered business address at Völckersstraße 38, Hamburg, (hereinafter collectively the "Parties" and each a "Party") Clause 1 Management Control (1) SinnerSchrader Aktiengesellschaft submits the management control (Leitung) of itself to Accenture Digital Holdings GmbH. Thus, Accenture Digital Holdings GmbH is entitled to issue instructions (Weisungen) to the management board of SinnerSchrader Aktiengesellschaft regarding the management control of the company. The management board of SinnerSchrader Aktiengesellschaft is required to comply with the instructions of Accenture Digital Holdings GmbH. (2) Instructions require text form (Textform). (3) Accenture Digital Holdings GmbH is not entitled to issue the instruction to the management board of SinnerSchrader Aktiengesellschaft to amend, maintain or terminate this agreement.

4 Clause 2 Transfer of Profit (1) SinnerSchrader Aktiengesellschaft undertakes to transfer its entire annual profit to Accenture Digital Holdings GmbH. Apart from any contribution to and any dissolution of reserves pursuant to Clause 2 (2), SinnerSchrader Aktiengesellschaft shall transfer the maximum amount permissible under Section 301 German Stock Corporation Act (Aktiengesetz, "AktG"), as amended from time to time. (2) SinnerSchrader Aktiengesellschaft may, with consent of Accenture Digital Holdings GmbH, which has to be given in text form, allocate parts of its annual profit to other profit reserves if and to the extent permissible under commercial law and as economically justified by sound commercial judgment. Profit reserves which have been established during the term of this agreement shall be dissolved upon request in text form of Accenture Digital Holdings GmbH and used to compensate any annual loss or the proceeds be transferred as profit. Other reserves and profits carried forward from the period prior to the term of this agreement may neither be transferred as profit nor be used to compensate for any annual loss. (3) The obligation to transfer the annual profit applies for the first time to the entire profit generated in the financial year of SinnerSchrader Aktiengesellschaft beginning on 1 September 2017 or for whichever subsequent financial year of SinnerSchrader Aktiengesellschaft in which this agreement becomes effective according to Clause 6 (2). The obligation according to sentence 1 becomes due upon the end of the financial year of SinnerSchrader Aktiengesellschaft. Clause 3 Assumption of Losses (1) Accenture Digital Holdings GmbH is obliged towards SinnerSchrader Aktiengesellschaft to assume any losses (Verlustübernahme) in accordance with the provisions of Section 302 AktG in its entirety as amended from time to time. (2) The obligation to assume any losses applies for the first time to the entire financial year in which this agreement becomes effective according to Clause 6 (2). Clause 2 (3) sentence 2 applies accordingly for the obligation to assume any losses. Clause 4 Annual Compensation (1) Accenture Digital Holdings GmbH undertakes to pay the outside shareholders of SinnerSchrader Aktiengesellschaft an annual cash compensation (Ausgleich, "Annual Compensation") from and including the financial year of SinnerSchrader Aktiengesellschaft in relation to which the claim of Accenture Digital Holdings GmbH for the transfer of the annual profit under Clause 2 takes effect, and for the further term of this agreement. (2) The Annual Compensation amounts for each full financial year (12 months) of SinnerSchrader Aktiengesellschaft for each bearer share with no par value of SinnerSchrader Aktiengesellschaft with a pro rata portion in the registered share capital of EUR 1.00 each (each individually a "SinnerSchrader Share" and together the "SinnerSchrader Shares") to a gross sum of EUR 0,27 ("Gross Annual Compensation Amount") minus the amount of any corporate income tax and solidarity surcharge in accordance with the respective tax rate applicable for these taxes for the relevant financial year, whereby this deduction is to be effected only on the portion of the Gross

5 Annual Compensation Amount in the amount of EUR 0,26 per SinnerSchrader-Share resulting from profits which are subject to German corporate income tax. On the basis of the conditions applicable at the time of the conclusion of this agreement, 15% corporate income tax plus 5.5% solidary surcharge are to be deducted from the portion of the Gross Annual Compensation Amount in the amount of EUR 0,26 per SinnerSchrader Share, which results in EUR 0,04 per SinnerSchrader Share. Together with the remaining portion of the Gross Annual Compensation Amount of EUR 0,01 per SinnerSchrader-Share resulting from profits which are not subject to German corporate income tax, this results in a Recurring Compnesation in aggregate amount of EUR 0,23 per SinnerSchrader-Share for a full financial year of SinnerSchrader Aktiengesellschaft on the basis of the conditions applicable at the time of the conclusion of this agreement. (3) The Annual Compensation is due on the third business day following the ordinary general meeting of SinnerSchrader Aktiengesellschaft for any respective preceding financial year but in any event within eight months following the expiration of the relevant financial year. (4) The Annual Compensation is granted for the first time for the full financial year of SinnerSchrader Aktiengesellschaft in which this agreement takes effect pursuant to Clause 6 (2). (5) If this agreement ends during a financial year of SinnerSchrader Aktiengesellschaft or if SinnerSchrader Aktiengesellschaft establishes a short financial year (Rumpfgeschäftsjahr) during the term of this agreement, the Annual Compensation is reduced pro rata temporis for the relevant financial year. (6) If the share capital of SinnerSchrader Aktiengesellschaft is increased from the reserves in exchange for the issuance of new shares, the Annual Compensation for each SinnerSchrader Share shall be reduced to such an extent that the total amount of the Annual Compensation remains unchanged. If the share capital of SinnerSchrader Aktiengesellschaft is increased against cash contributions and/or contributions in kind, the rights under this Clause 4 also apply for the shares subscribed to by outside shareholders in such capital increase. The beginning of each entitlement of the new shares pursuant to this Clause 4 corresponds to the dividend entitlement set by SinnerSchrader Aktiengesellschaft when issuing the new shares. (7) If an appraisal proceeding (Spruchverfahren) according to the German Act on AppraisalProceedings (Spruchverfahrensgesetz, "SpruchG") is initiated and the court adjudicates a higher Annual Compensation by non-appealable decision, the outside shareholders are entitled to demand a corresponding supplemental payment to the Annual Compensation they have already received even if they have already been compensated according to Clause 5. Likewise, all other outside shareholders will be treated equally if Accenture Digital Holdings GmbH undertakes to pay a higher Annual Compensation to an outside shareholder of SinnerSchrader Aktiengesellschaft in a settlement (Vergleich) for the purpose of avoiding or settling appraisal proceedings. Clause 5 Consideration (1) Accenture Digital Holdings GmbH undertakes upon demand of each outside shareholder of SinnerSchrader Aktiengesellschaft to purchase such shareholder's SinnerSchrader Shares in exchange for a cash consideration in the amount of EUR 10,21 for each SinnerSchrader Share (Abfindung, "Consideration").

6 (2) The obligation of Accenture Digital Holdings GmbH to purchase SinnerSchrader Shares is for a limited period of time. The time limitation period ends two months after the date on which the registration of this agreement in the commercial register (Handelsregister) at the registered seat of SinnerSchrader Aktiengesellschaft has been announced pursuant to Section 10 German Commercial Code (Handelsgesetzbuch). An extension of the time limitation period pursuant to Section 305 (4) sentence 3 AktG as a result of a motion for determining the Annual Compensation or Consideration by the court determined according to Section 2 SpruchG remains unaffected. In this case, the time limitation period ends two months after the date on which the decision on the last motion ruled on has been announced in the Federal Gazette (Bundesanzeiger). (3) If the share capital in SinnerSchrader Aktiengesellschaft is increased from the reserves in exchange for the issuance of new shares prior to the expiration of the time limitation period set forth in Clause 5 (2), the Consideration for each share is reduced from this point in time to such an extent that the total amount of the Consideration for the shares not considered at this point in time remains unchanged. If the share capital of SinnerSchrader Aktiengesellschaft is increased prior to the expiration of the time limitation period set forth in Clause 5 (2) against cash contributions and/or contributions in kind, the rights under this Clause 5 also apply for the shares subscribed to by the outside shareholders in such capital increase. (4) The transfer of the SinnerSchrader Shares for Consideration shall be without cost to the outstanding shareholders of SinnerSchrader Aktiengesellschaft. (5) If an appraisal proceeding according to the SpruchG is initiated and the court adjudicates a higher Consideration by non-appealable decision, the outstanding shareholders are entitled to demand a corresponding supplemental payment to the Consideration even if they have already been considered. Likewise, all other outside shareholders will be treated equally if Accenture Digital Holdings GmbH undertakes to pay a higher Consideration to an outside shareholder of SinnerSchrader Aktiengesellschaft in a settlement (Vergleich) for the purpose of avoiding or settling appraisal proceedings. (6) If this agreement is terminated by Accenture Digital Holdings GmbH at a time when the period set forth in Clause 5 (2) for the acceptance of the Consideration pursuant to Clause 5 (1) has already expired, each outstanding shareholder of SinnerSchrader Aktiengesellschaft at that time is entitled to sell the SinnerSchrader Shares held by him at the time of termination of this agreement against payment of the Consideration for each SinnerSchrader Share set forth in Clause 5 (1) to Accenture Digital Holdings GmbH and Accenture Digital Holdings GmbH undertakes to purchase the SinnerSchrader Shares of each outstanding shareholder upon his demand. If the Consideration for each SinnerSchrader Share set forth in Clause 5 (1) is increased by non-appealable decision in an appraisal proceeding or a settlement (Vergleich) for the purpose of avoiding or settling appraisal proceedings, Accenture Digital Holdings GmbH will purchase the SinnerSchrader Shares of the outstanding shareholders under the requirements set forth in Sentence 1 against the payment of the amount which is determined in the appraisal proceedings or the settlement for each SinnerSchrader Share. This right to sell is limited in time. The limitation period ends two months after the date on which the registration of the termination of this agreement in the commercial register (Handelsregister) at the registered seat of SinnerSchrader Aktiengesellschaft has been announced pursuant to Section 10 German Commercial Code (Handelsgesetzbuch). Clause 5 (3) and Clause 5 (4) apply accordingly.

7 Clause 6 Entry into Effect, Term and Termination of the agreement (1) This agreement requires for its effectiveness the consent of the general meeting of SinnerSchrader Aktiengesellschaft as well as the consent of the shareholders' meeting of Accenture Digital Holdings GmbH. (2) This agreement becomes effective upon registration of its existence in the commercial register at the registered seat of SinnerSchrader Aktiengesellschaft. It applies with respect to the obligation to transfer profit pursuant to Clause 2 of this agreement and the obligation to assume losses pursuant to Clause 3 of this agreement with retroactive effect as from the beginning of the financial year of SinnerSchrader Aktiengesellschaft in which the agreement becomes effective upon registration in the commercial register at the registered seat of SinnerSchrader Aktiengesellschaft. (3) This agreement is concluded for an indefinite period of time. It can be terminated in writing with a notice period of six (6) months to the end of the financial year of SinnerSchrader Aktiengesellschaft. This agreement can be terminated for the first time as of the end of the financial year of SinnerSchrader Aktiengesellschaft that ends at least five consecutive full years (Zeitjahre) (60 months) after the beginning of the financial year for which the obligation of SinnerSchrader Aktiengesellschaft to transfer its entire annual profit (Gewinnabführung) pursuant to Clause 2 of this agreement becomes effective for the first time. (4) Each party can terminate this agreement for good cause (wichtiger Grund) without compliance with any notice period. Good cause exists in particular if good cause for purposes of German tax law for the termination of this agreement exists, Accenture Digital Holdings GmbH ceases to directly or indirectly hold the majority of the voting rights arising from the shares in SinnerSchrader Aktiengesellschaft, or a merger, division or liquidation of Accenture Digital Holdings GmbH or SinnerSchrader Aktiengesellschaft is being implemented. (5) Any notice of termination must be in writing. Clause 7 Letter of Comfort (1) Accenture plc established under the law of Ireland with registered seat in 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland ("Accenture plc"), holds indirectly 94% of shares of Accenture Digital Holdings GmbH. (2) Without entering into this domination and profit transfer agreement as a contracting party, Accenture plc has provided a letter of comfort dated 20 October In this letter of comfort, which is attached, Accenture plc has unrestrictedly and irrevocably undertaken vis-à-vis SinnerSchrader Aktiengesellschaft to ensure that Accenture Digital Holdings GmbH is provided with financial resources in such a manner that Accenture Digital Holdings GmbH is at all times in the position to timely fulfill all of its obligations under or in connection with this agreement. (3) In addition, Accenture plc has unrestrictedly and irrevocably guaranteed vis-à-vis the outside shareholders of SinnerSchrader Aktiengesellschaft that Accenture Digital Holdings GmbH will be able to timely fulfill all obligations vis-à-vis them under or in connection with this agreement, in particular the obligation to pay Annual Compensation and Consideration.

8 Clause 8 Final Provision (1) To the extent a provision of this agreement is or becomes invalid or impracticable in full or in part, or if this agreement does not contain a necessary provision, the validity of the remaining provisions of this agreement shall not be affected. Instead of the invalid or impracticable provision, or in order to remedy an omission in this agreement, an appropriate provision shall be deemed to be agreed which corresponds as far as legally permissible to what the Parties intended or would have intended in accordance with the intent and purpose of this agreement if they had been aware of the invalidity or omission. (2) This agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. Accenture Digital Holdings GmbH Management Board Kronberg im Taunus, 7 December 2017 Kronberg im Taunus, 7 December 2017 Place, Date Place, Date Frank Riemensperger Managing Director Marcus Huth Managing Director Sinner Schrader Aktiengesellschaft Management Board Hamburg, 7 December 2017 Hamburg, 7 December 2017 Place, Date Place, Date Matthias Schrader Chairman of the Management Board Thomas Dyckhoff Member of the Management Board The Letter of Comfort as referred to under Clause 7 of the draft of the Domination and Profit Transfer Agreement dated 20 October 2017 is worded as follows: Letter of comfort Accenture Digital Holdings GmbH having its registered seat in Kronberg im Taunus, registered in the commercial register of the Local Court of Königstein im Taunus under HRB 9608, with registered business address at Campus Kronberg 1, Kronberg im Taunus ("Accenture Digital Holdings GmbH") intends to enter into a domination and profit transfer agreement with SinnerSchrader Aktiengesellschaft having its registered seat in Hamburg, registered in the commercial register of the

9 Local Court of Hamburg under HRB 74455, with registered business address at Völckersstraße 38, Hamburg ("SinnerSchrader AG") as controlled company ("Agreement"). Accenture plc established under the law of Ireland with registered seat in 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland ("Accenture plc"), holds indirectly 94% of shares of Accenture Digital Holdings GmbH hereby, without entering into the Agreement as a contracting party, declares the following: 1. Accenture plc undertakes, unrestrictedly and irrevocably, to ensure that Accenture Digital Holdings GmbH is provided with financial resources in such a manner that Accenture Digital Holdings GmbH is at all times in the position to timely fulfill all of its obligations under or in connection with the Agreement. This applies in particular to Section 302 German Stock Corporation Act (Aktiengesetz) to compensate any losses. Only SinnerSchrader AG shall have a claim for payment to Accenture Digital Holdings GmbH. 2. Accenture plc hereby guarantees vis-à-vis the outstanding shareholders of SinnerSchrader AG unrestrictedly and irrevocably that Accenture Digital Holdings GmbH timely fulfills all of its obligations under or in connection with the Agreement vis-à-vis the outstanding shareholders of SinnerSchrader AG, in particular the obligation to pay the annual compensation (Ausgleich), consideration (Abfindung) and in case the offer to sell shares after a termination of the Agreement purchase price (Kaufpreis). To that extent, each outstanding shareholder of SinnerSchrader AG shall have an own claim according to Section 328 paragraph 1 German Civil Code (Bürgerliches Gesetzbuch) for payment to Accenture Digital Holdings GmbH. However, the liability of Accenture plc pursuant to the preceding sentences only applies in the case that Accenture Digital Holdings GmbH does not fulfill its obligations under or in connection with the Agreement vis-à-vis the outstanding shareholders of SinnerSchrader AG and Accenture plc does not comply with its obligations to provide Accenture Digital Holdings GmbH with financial resources in accordance with section 1 of this Letter of Comfort. 3. This Letter of Comfort shall be governed by the laws of the Federal Republic of Germany. Accenture plc acknowledges German courts to be competent with regard to any disputes and claims under or in connection with this Letter of Comfort. In this regard, Accenture plc acknowledges the enforceability of final decisions of German courts. Accenture Digital Holdings GmbH, Attn. Mr Marco Lechner, Authorized Receiving Agent, Campus Kronberg 1, Kronberg im Taunus, Germany shall be the agent for services of process in Germany for all proceedings under or in connection with this Letter of Comfort. Dublin, Ireland, 20 October 2017 Brian M. Connolly Assistant Secretary ACCENTURE PLC II Documents From the time when the General Meeting is convened until its completion, the following documents will be available at the company offices of SinnerSchrader Aktiengesellschaft (Völckersstraße 38, Hamburg):

10 Draft of the Domination and Profit Transfer Agreement concluded between SinnerSchrader Aktiengesellschaft and Accenture Digital Holdings GmbH dated 20 October 2017 including the Letter of Comfort provided by Accenture plc Joint Report made pursuant to Article 293a of the German Stock Corporation Act (Aktiengesetz) by the Management Board of SinnerSchrader Aktiengesellschaft and the management of Accenture Digital Holdings GmbH including annexes Report made pursuant to Article 293e of the German Stock Corporation Act by the court-appointed contract auditor ADKL AG Wirtschaftsprüfungsgesellschaft, Düsseldorf, Germany, dated 20 October 2017, including annexes Financial statements and management reports as well as the consolidated financial statements and the group management reports for the financial years 2013/2014, 2014/2015 and 2015/2016 of SinnerSchrader Aktiengesellschaft Opening balance and financial statement for the short financial year until 31 March 2017 of Accenture Digital Holdings GmbH From the time when the General Meeting is convened, these documents can be accessed on the Company s website at under the heading Dates in the Annual General Meeting section. The documents will also be made available at the Extraordinary General Meeting of SinnerSchrader Aktiengesellschaft on 6 December III Total Number of Shares and Voting Rights at the Time of Convening the Annual General Meeting At the time of convening the General Meeting, the company has a share capital of EUR 11,542,764.00; it is divided into 11,542,764 no-par-value individual shares with a proportionate amount of the share capital of EUR 1.00 per share. Each share grants one vote. At the time of convening, the Company itself holds no shares of treasury stock. IV Notes on Participation in the General Meeting Proof of entitlement Only those shareholders who have proven to the Company that they are entitled to participate in the General Meeting and exercise their voting rights will be authorised to participate in the General Meeting and exercise their voting rights. A written certificate (Article 126b of the German Civil Code, Bürgerliches Gesetzbuch BGB) of share ownership issued by an institution authorised to accept securities or by a depositary bank is necessary and sufficient proof of entitlement to participate in the General Meeting and exercise voting rights; this certificate must be in German or English. Proof of share ownership must refer to the start of the 21st day before the General Meeting, i.e. to 0:00 am (CET) on 15 November 2017 (also known as key date for proof) and be submitted to the Company at the following address by 29 November 2017 (midnight CET) at the latest: SinnerSchrader Aktiengesellschaft c/o Link Market Services GmbH Landshuter Allee München Germany Fax: inhaberaktien@linkmarketservices.de

11 In relationship to the Company, for the purposes of participating in the General Meeting and exercising voting rights, a shareholder shall be deemed to be only someone who has furnished proof of share ownership. The entitlement to participate and the scope of the voting right in this connection shall be measured only according to the shareholders shareholdings on the key date for proof. No block on saleability of the shareholdings is associated with the key date for proof. Even in the event of complete or partial sale of the shareholdings after the key date for proof, only the shareholders shareholdings on the key date for proof shall apply to participation and the scope of the voting right, i.e. sales of shares after the key date for proof shall not affect the entitlement to participate and the scope of the voting right. The same shall apply to the acquisition of shares after the key date for proof. People who do not own any shares on the key date for proof and only become shareholders later shall not be entitled to participate or vote. After receipt of the proof of shareholdings, the registration centre shall send shareholders or their authorised representatives admission tickets to the Annual General Meeting. We ask our shareholders to ensure that they send the proof of their shareholdings in the Company early and recommend they contact their depositary bank as soon as possible. However, receipt of an admission ticket is not a requirement for participation in the Annual General Meeting or for exercising a voting right; it merely serves to facilitate administration. Notifications to shareholders under Article 128 para. 1 in conjunction with Article 125 of the German Stock Corporation Act shall be transmitted in paper form. Voting by proxy Shareholders who do not wish to exercise their voting rights personally can also be represented by their depositary bank, a shareholders association, or another authorised person of their choice. The Company also offers the service of Company-appointed proxies to its shareholders; they represent the shareholders at the General Meeting in accordance with instructions given. The proxies will exercise the shareholders votes in line with the instructions given to them. Even with an authorisation they are only entitled to exercise a vote if there is an explicit instruction on the individual items of the Agenda; they do not accept any instructions on motions published in this invitation for which there are no proposals from the Management Board and/or Supervisory Board. Even in cases of proxy voting, the person granting authority must provide proof that he/she is entitled to participate in the Annual General Meeting and to exercise the right to vote, as described above under Proof of Entitlement. The granting and the cancellation of authority and the proof of entitlement require written form. Exceptions may apply to the granting of authority or its cancellation towards depositary banks, shareholders associations or other equivalent persons or institutions under Article 135 of the German Stock Corporation Act as well as the respective proof thereof; as to form requirements, we kindly ask our shareholders to consult with the parties mentioned. The granting and the cancellation of authority and the proof of entitlement must reach the Company under the following postal address, fax number or address: SinnerSchrader Aktiengesellschaft c/o Link Market Services GmbH Landshuter Allee München

12 Germany Fax: On the day of the General Meeting, the entry and exit checkpoint to the General Meeting will also be available for this. A proxy form can be found on the back of the admission ticket sent and can also be downloaded from the Company s website at in the Annual General Meeting section under the heading Dates. The granting, the cancellation and the amendment of instructions to the Company proxies to the above postal address, fax number and address are only possible until 5 December 2017 (midnight CET); furthermore, on the day of the General Meeting, the entry and exit checkpoint to the General Meeting is available for this right up to shortly before the start of voting. A proxy form and form for instructions to the Company proxies can be found on the back of the admission ticket sent and can also be downloaded from the Company s website at in the Annual General Meeting section under the heading Dates. Alternatively, our shareholders may use the internet to authorise and instruct the proxies of the Company. To do this, go to and select Online authorisation and instructions to the proxy representatives / online postal voting under the heading Dates in the Annual General Meeting section and follow the further directions on the website. Keep the admission ticket or the admission ticket number to hand for identification. Information on voting by proxy is also available to our shareholders on our website at in the Online authorisation and instructions to the proxy representatives / online postal voting area under the heading Dates in the Annual General Meeting section. Our shareholders can receive personal information Mondays to Fridays between 9 a.m. CET and 5 p.m. CET by dialling Procedure for voting by post Shareholders who do not want to exercise their right to vote in person may cast their vote by post in writing or using electronic communications. Only those shareholders who have correctly furnished proof of their share ownership as described in the item Notes on Participation in the Annual General Meeting may avail themselves of a postal vote. A voting form can be found on the admission ticket. Votes cast by post must have reached the Company at the following address by 5 December 2017 (midnight CET) at the latest by post, fax or e- mail: SinnerSchrader Aktiengesellschaft c/o Link Market Services GmbH Landshuter Allee München Germany Fax: inhaberaktien@linkmarketservices.de

13 Alternatively, our shareholders may use the internet for their postal vote. To do this, go to and select Online authorisation and instructions to the proxy representatives / online postal voting under the heading Dates in the Annual General Meeting section and follow the further directions on the website. Keep the admission ticket or the admission ticket number to hand for identification. Postal votes that have been cast may be amended or revoked until 5 December 2017 (midnight CET) at the latest in writing or by using electronic communications at the above-mentioned Company address or by using the internet service on the website in the area Online authorisation and instructions to the proxy representatives / online postal voting under the heading Dates in the Annual General Meeting section. Credit institutions with power of proxy, shareholders associations or other equivalent persons or institutions under Article 135 paras 8 and 10 of the German Stock Corporation Act may also use postal votes. The personal participation of a shareholder or third party with a proxy in the General Meeting shall be deemed to be cancellation of a postal vote previously cast. Information on postal voting is also available to our shareholders on our website in the area Online authorisation and instructions to the proxy representatives / online postal voting under the heading Dates in the Annual General Meeting section. Our shareholders can receive personal information Mondays to Fridays between 9 a.m. CET and 5 p.m. CET by dialling V Shareholders Rights Proposals and proposed candidates from shareholders pursuant to Article 126 para. 1 and Article 127 of the German Stock Corporation Act Pursuant to Article 126 para. 1 of the German Stock Corporation Act, shareholders can make countermotions to a proposal from the Management Board and Supervisory Board on a specific item on the Agenda. They may also make proposals on the election of auditors. Countermotions must include justification. Shareholders who have countermotions, proposals or proposed candidates for the General Meeting should submit them to the following address only: SinnerSchrader Aktiengesellschaft Völckersstraße Hamburg Germany Fax: Subject to the provisos of Article 126 paras 2 and 3 AktG, the Company shall make countermotions to the proposals from the Management Board and/or the Supervisory Board on the items of the Agenda that are to be published according to Articles 126 para. 1 or 127 AktG and proposals or proposed candidates including the name of the shareholder, the justification (not applicable for proposals and proposed candidates), and any statement by the Company s management accessible on the Company s website at under the heading Dates in the Annual General Meeting section if the countermotions with justification or proposals or proposed candidates have

14 reached the SinnerSchrader AG address above at least 14 days before the General Meeting, i.e. by 21 November 2017 (midnight CET) at the latest. Proposals for additions to the Agenda according to Article 122 para. 2 of the German Stock Corporation Act Shareholders whose total shareholdings amount to the proportionate amount of EUR 500, may demand that items be placed on the Agenda and published. The demand must be made in writing to the Management Board of SinnerSchrader Aktiengesellschaft (Völckersstraße 38, Hamburg, Germany) and must reach the Company at least 30 days before the General Meeting, i.e. by 5 November 2017 (midnight CET) at the latest. Each new item must be accompanied by a justification or a proposed resolution. Applicants must show that they had owned the above-mentioned minimum number of shares for at least 90 days prior to receipt of the demand and that they will keep these shares until the Management Board s decision on the motion. Article 121 para. 7 of the German Stock Corporation Act shall be applied accordingly to the calculation of deadlines. Right to information according to Article 131 para. 1 of the German Stock Corporation Act In the General Meeting, every shareholder and proxy can demand information from the Management Board about the Company s affairs provided that the information is necessary for the correct assessment of the Agenda (Article 131 para. 1 of the German Stock Corporation Act). The right to information also covers the Company s legal and business relationships with an affiliated company; however, the information must be necessary for the correct assessment of the Agenda. Requests for information in the General Meeting shall always be made verbally within the context of the discussion. The Management Board may decline to answer individual questions for the reasons cited in Article 131 para. 3 of the German Stock Corporation Act, for example because the information could cause the Company or an affiliated company a considerable disadvantage according to sound business judgement. According to Article 18 para. 5 of the Statutes of SinnerSchrader Aktiengesellschaft, the chairman of the Meeting is authorised to impose a reasonable time limit on a shareholder s right to ask questions and speak; in particular, he can set appropriate time frames for the course of the meeting, statements regarding individual items on the Agenda, and individual questions and speeches. VI Reference to the Company s Website The information and documents pursuant to Article 124a AktG and a lot more information about the General Meeting (including the content of the convocation, the documents to be made accessible to the meeting and the authorisation forms in the case of proxies or applying for a postal vote) can be found on the Company s website at in the Annual General Meeting section under the Dates heading, where they can be viewed and downloaded on request. Hamburg, October 2017 SinnerSchrader Aktiengesellschaft The Management Board