Annual General Meeting

Transcription

1 2010 Annual General Meeting Invitation to the Annual General Meeting on April 1, 2010 Engineering the Future since MAN SE MAN Annual General Meeting 1

2 Foreword Dear Shareholders, You are cordially invited to the 2010 Annual General Meeting of MAN SE, to be held at the ICM (International Congress Center Munich) on April 1, was a very difficult year. Businesses around the world were severely hit by the financial and economic crisis, as was MAN. The European market for commercial vehicles alone halved in MAN quickly responded to these radical changes and adapted its cost structure to the situation at hand. From left to right: Jörg Schwitalla, Dr. Georg Pachta-Reyhofen, Frank H. Lutz, Antonio R. Cortes, Klaus Stahlmann The MAN Group is a leading engineering player in Europe with a clear focus on transport-related engineering. Following completion of our focusing process, we now concentrate on the fields of commercial vehicles and power engineering. We are convinced of the growth opportunities that these business areas offer, particularly in Asia, South America and Eastern Europe. The preliminary investigations by the Munich Public Prosecution Office and the special investigation conducted in connection with them have been additional challenges that we have faced since the last shareholders meeting a year ago. Even through the investigations have been completed, Compliance remains one of the top responsibilities for all managers and employees, making it an integral part of our corporate culture. This is also supported by MAN s zero tolerance of violations and by the clear rules in place that must be observed. At the same time, and in the face of all these challenges, it proved quite apparent that MAN is indeed a resilient and stable company. The Company used 2009 to set the course for further international growth. The integration of MAN Latin America has already advanced far, enabling us to grow even more. Our stake in Sinotruk, the market leader for heavy trucks in China, and our MAN Force Trucks joint venture in India allow us to leverage additional market potential promising success. In 2009, MAN SE s Executive Board was newly constituted. I have worked for MAN for more than 23 years and together with my colleagues Jörg Schwitalla, Frank H. Lutz, Klaus Stahlmann and Antonio R. Cortes, we on the MAN SE Management Board aim to continue to achieve profitable growth by systematically focusing on transport-related engineering in order to create sustainable value for the MAN Group. I would be delighted, ladies and gentlemen, if you were to continue to accompany us on this successful course. We want to keep growing on international markets and offering you our shareholders a stable and predictable performance. On behalf of the Executive Board, I would like to thank you for your trust. Ladies and gentlemen, we look forward to seeing you at the Annual General Meeting. Your vote is important. If you cannot attend in person, you can follow the Annual General Meeting on the Internet ( and transfer your voting right to a proxy, e.g. by using our Internet-supported proxy voting system. Regards, Dr. Georg Pachta-Reyhofen CEO of MAN SE 2 MAN Annual General Meeting MAN Annual General Meeting 3

3 Invitation ITEM 1 ITEM 2 Invitation to the 130 th Annual General Meeting of the Company s common and preferred shareholders in Munich on April 1, 2010 (This is a translation of the German original for information purposes only. In the event of discrepancies between the German language version and any translation thereof, the German language version will prevail.) MAN SE Munich Announcement in accordance with section 125 of the Aktiengesetz (AktG German Stock Corporation Act) Invitation to the 130 th Annual General Meeting of the Company s common and preferred shareholders in Munich on April 1, 2010 Notice of the Annual General Meeting, the items on the agenda and the resolutions proposed by the Management are published as follows in the elektronischer Bundesanzeiger (the electronic Federal Gazette) of February 18, 2010: MAN SE, Munich International Securities Identification Numbers (ISIN): Common shares: Nonvoting preferred shares: DE DE Agenda and resolutions proposed for the 130 th Annual General Meeting of MAN SE on Thursday, April 1, 2010: 1. Presentation of the adopted annual financial statements of MAN SE and the approved consolidated financial statements for the year ending December 31, 2009 in addition to the management report of MAN SE and the MAN Group management report for the 2009 fiscal year as well as the explanatory report on information in accordance with sections 289 (4) and 315 (4) of the Handelsgesetzbuch (HGB German Commercial Code) and the report of the Supervisory Board The documents mentioned under item 1 of the agenda can be accessed on the Internet at These documents will also be available at the Annual General Meeting and explained in more detail. No resolution is planned for item 1 on the agenda since the Supervisory Board approved the annual and consolidated financial statements, prepared by the Executive Board, in accordance with statutory provisions on February 12, The Executive Board remuneration system, the current status of which can also be seen on the Company s aforementioned website, will be explained under this item on the agenda together with the report of the Supervisory Board. 2. Appropriation of MAN SE s net retained profits Dear Shareholders, We hereby invite our shareholders to attend the 130 th Annual General Meeting of Munich-based MAN SE at 10:00 a.m. on Thursday, April 1, 2010 at the ICM (International Congress Center Munich on the trade fair grounds (Messegelände) at Am Messesee 6, Munich). The Executive and Supervisory Boards hereby propose that the net retained profits for the 2009 fiscal year amounting to 37,303, be appropriated for distribution of a dividend of 0.25 for each share carrying dividend rights (common and preferred shares) and that any amount remaining be carried forward. Disbursement of the dividend is planned for Tuesday, April 6, MAN Annual General Meeting MAN Annual General Meeting 5

4 ITEM 3 ITEM 4 ITEM 5 ITEM 6 3. Approval of the Executive Board s actions Based on the status of the special investigation commissioned by the Supervisory Board in connection with the preliminary investigations by the Munich Public Prosecution Office, there is still a need at present to look further into possible neglect of duty by the Executive Board members who departed. Dr. Georg Pachta-Reyhofen, Frank Lutz, Dr. Matthias Mitscherlich and Jörg Schwitalla have not been found to have neglected their duties. The Executive and Supervisory Boards thus propose that the actions of Dr. Georg Pachta-Reyhofen, Frank Lutz, Dr. Matthias Mitscherlich and Jörg Schwitalla for fiscal year 2009 be approved and that resolution on approval of the actions of Håkan Samuelsson, Prof. Dr. Karlheinz Hornung and Anton Weinmann be postponed. 4. Approval of the Supervisory Board s actions The Executive and Supervisory Boards hereby propose that the Supervisory Board s actions for fiscal year 2009 be approved. Dr. Thomas Kremer Düsseldorf Chief Legal Counsel of ThyssenKrupp AG, in addition to being the alternate member for the other shareholder representatives on the Supervisory Board, also be elected as the alternate member for Mr. Berkenhagen. The Annual General Meeting is not bound by the proposed resolutions. The Supervisory Board is composed in accordance with article 7 (1) and (3) of the Articles of Association of MAN SE. Memberships of Mr. Berkenhagen, born on January 25, 1961 in Wolfsburg, in other statutory supervisory boards or comparable supervisory bodies within and outside Germany: AUDI HUNGARIA MOTOR Kft. (Deputy Chairman) (Group appointment) Memberships of Dr. Kremer, born on March 8, 1958 in Bonn, in (1) other statutory supervisory bodies and (2) comparable supervisory bodies within and outside Germany: 5. Election of a new member to the Supervisory Board Stefan Ropers has resigned from the Supervisory Board and Dr. Thomas Kremer has resigned as the alternate member to Mr. Ropers, both with effect from the close of the Annual General Meeting of MAN SE on April 1, The Supervisory Board proposes that (1) ThyssenKrupp Elevator AG (Group appointment) Howaldtswerke-Deutsche Werft GmbH (Group appointment) ThyssenKrupp Marine Systems AG (Group appointment) Ferrostaal AG (2) ThyssenKrupp Italia S.p.A. (Group appointment) 6. Authorization to purchase and use own shares Ulf Berkenhagen Wolfsburg Member of the Board of Management of AUDI AG be elected as a member of the Supervisory Board of MAN SE in Mr. Roper s place for the rest of the Supervisory Board s term of office and that In view of the fact that the Company s current authorization to purchase its own shares would expire on October 2, 2010 and that renewal of authorization covering the permissible period of five years from the date of the Annual General Meeting is considered appropriate, the Executive and Supervisory Boards propose that the following resolutions be adopted: 6 MAN Annual General Meeting MAN Annual General Meeting 7

5 ITEM 6 a) The authorization to purchase the Company s own shares which was issued by the MAN AG Annual General Meeting on April 3, 2009 and confirmed for MAN SE by the resolution of April 3, 2009 on the change of legal form will be cancelled when the new authorization under b) und c) takes effect. b) The Executive Board is authorized to purchase common and/or nonvoting preferred shares of the Company, with the consent of the Supervisory Board, on one or more occasions until March 31, 2015 up to a maximum total amount of 10% of the share capital. Together with other treasury shares held by the Company or attributable to the Company following previous acquisitions in accordance with sections 71d and 71e of the AktG, 1 the shares purchased by virtue of this authorization may not account for more than 10% of the existing share capital at any time. The shares may also be purchased by group companies and/or third parties for the account of MAN SE and/or their group companies. The shares may be purchased on the stock exchange or by means of a public purchase offer to the holders of the class of shares concerned. If the shares are purchased on the stock exchange, the purchase price (net of transaction costs) may not exceed or fall below the price for the relevant class of shares determined by the opening auction on the trading day in Xetra trading (or a comparable successor system) by more than 10%. In the case of a public purchase offer, the bid price or the bid price range per share (net of transaction costs) may not exceed or fall below the average closing price for the relevant class of shares in Xetra trading (or a comparable successor system) on the three market days prior to the date of the public announcement of the offer by more than 10%. The purchase offer or the invitation to tender such an offer may provide for further conditions. If the total shares tendered exceed the volume 1 The provisions of the Aktiengesetz (AktG German Stock Corporation Act) apply to the Company in accordance with article 9 (1) c) (ii) and article 10 of the Council Regulation (EC) on the Statute for a European company (SE Council Regulation), unless more specific provisions of the SE Council Regulation, which are referred to separately, provide otherwise. of the purchase offer, they must be accepted on a proportionate basis. The terms of the offer may provide for preferred acceptance of small numbers of shares to the extent provided by law, but in any case up to no more than a maximum of 100 shares tendered per shareholder. Further details and conditions of the offer may be defined in the offer conditions. In particular, it may be stipulated that if there are significant deviations in the relevant price following announcement of a purchase offer or a public invitation to tender a purchase offer, the offer or the invitation to tender such an offer may be adjusted. In this case the price is based on the average price over the three market days before announcement of any amendment. c) The Executive Board has been additionally authorized, with the consent of the Supervisory Board, to use purchased common shares of the Company for all purposes permitted by law in addition to sale on the stock exchange or by a public offer to all shareholders, and to disapply shareholders preemptive rights. This applies in particular if the purchased common shares are sold at a price that is not materially lower than the quoted market price, and/or to the extent that they are used as consideration in a business combination or to acquire companies or investments in companies or assets of companies, and/or to the extent that they are used to settle exercised options or conversion rights granted or conversion obligations issued by the Company or a group company when bonds were issued. The shares transferred by virtue of this authorization may not in the aggregate exceed 10% of the share capital where they are used to satisfy exercised conversion rights and options or conversion obligations issued in corresponding application of section 186 (3) sentence 4 of the AktG. Shares issued or sold by direct or indirect application of this provision during the term of this authorization count towards this limit until the time of utilization. Shares issued 8 MAN Annual General Meeting MAN Annual General Meeting 9

6 ITEM 6 or issuable by virtue of convertible bonds or bonds with warrants or with conversion obligations issued at the time of utilization in accordance with this provision also count towards this limit, and/or to the extent that the Company s own common shares are used to settle commitments for stock bonuses to employees with management responsibility (managers) of the Company and/or group companies. The Executive Board is further authorized to redeem the Company s own common shares and/or nonvoting preferred shares with the consent of the Supervisory Board, but without any further resolution by the Annual General Meeting. Report of the Executive Board in accordance with section 71 (1) no. 8 in conjunction with section 186 (3) sentence 4 and section 186 (4) sentence 2 of the AktG The authorization proposed is intended to enable the Executive Board to purchase the Company s own shares on the stock exchange or by means of a public purchase offer in the interest of the Company and its shareholders with the consent of the Supervisory Board until March 31, 2015 up to a maximum total amount of 10% of the share capital. The Company hereby makes use of section 71 (1) no. 8 of the AktG, which allows an SE and German stock corporations to purchase own shares up to a maximum total amount of 10% of the share capital by virtue of an Annual General Meeting authorization. The share capital currently amounts to 376,422, ,704,000 shares thus represent 10% of the current share capital. In the event of shares being purchased by means of a public purchase offer (sale by tender), any shareholder of the Company willing to sell his/her shares can decide how many shares and, if a price range is fixed, at what price he/she wishes to offer these. If the quantity of shares tendered at the fixed price exceeds the number of shares required by the Company, the offers for sale accepted must be distributed. Such distribution will be undertaken on a proportionate basis. Provisions for preferential acceptance only apply to small offers or small parts of offers to the extent provided by law, but in any case up to no more than a maximum of 100 shares tendered per shareholder. This serves to avoid both fractional amounts when determining the proportions to be purchased as well as small residual amounts, which in turn simplifies technical processing. The conditions of a purchase offer may also stipulate that if there are significant deviations in the relevant price following announcement of a purchase offer or a public invitation to tender a purchase offer, the offer or the invitation to tender such an offer may be adjusted. In this case the price is based on the average price over the three market days before announcement of any amendment. This gives the Company the opportunity to respond flexibly to substantial price fluctuations later by subsequently adjusting the purchase offer. Own common and/or preferred shares purchased by the Company may be resold on the stock exchange or by means of a public offer to all shareholders. There are no plans to sell own preferred shares. The proposed authorization also entitles the Company to sell its own common shares by means other than the stock exchange and without offering them to all shareholders, provided that the share price is not materially lower than the quoted market price on the date of such sale. Through this, the Company is making use of the option for simplified disapplication of shareholders preemptive rights legally permitted by section 71 (1) no. 8 of the AktG in corresponding application of section 186 (3) sentence 4 of the AktG. Above all, this is intended to enable the Company to offer its common shares to institutional investors within and outside Germany, thereby expanding the range of shareholders in the interest of the Company. The authorization requested is intended to enable the Company to respond quickly and flexibly to favorable circumstances on the stock markets. It especially allows shares to be placed quicker and above all more cost-effectively than selling them according to the rules for granting preemptive rights to shareholders. 10 MAN Annual General Meeting MAN Annual General Meeting 11

7 ITEM 6 ITEM 7 At the same time, shareholders assets and voting interests are adequately protected. The authorization based on section 186 (3) sentence 4 of the AktG is limited to no more than 10% of the Company s respective share capital. In addition, the Executive Board will take into account that shares issued or sold by direct or indirect application of this provision during the term of this authorization count towards this limit until the time of utilization. Shares issued or issuable by virtue of convertible bonds or bonds with warrants or with conversion obligations issued at the time of utilization in accordance with this provision also count towards this limit. Consideration has been given to the concept of protecting shareholders against dilution, in that shares may not be sold at a price materially lower than the relevant quoted market price. This will not disadvantage shareholders interested in maintaining their proportion of voting rights, as the required number of additional shares can be purchased on the stock market at any time. The authorization proposed is additionally intended to enable the Company to purchase its own common shares in order to be able to grant them as consideration in a business combination or to acquire companies or investments in companies or assets of companies. In many cases, international competition and economic globalization require this form of consideration. The authorization proposed in this particular case is thus intended to provide the Company with the necessary scope to quickly and flexibly take advantage of any opportunities to acquire companies or investments in companies that may arise. The proposed disapplication of preemptive rights also takes this aspect into account. When determining valuation ratios, the Executive Board will ensure that shareholder interests are adequately protected. When deciding whether repurchased shares or shares from the Authorized Capital should be used in such cases, the Executive Board will be guided solely by the interests of the shareholders and the Company. Furthermore, the Company is to be provided with the option to use its own shares to settle exercised options or conversion rights or conversion obligations from bonds issued by the Company or by other group companies. Such use of shares may be more beneficial for the Company than using contingent capital and also increases the Company s flexibility. In this case, the Executive Board will respect the restrictions of section 186 (3) sentence 4 of the AktG. Finally, the Company is also to be provided with the opportunity to purchase own shares and to issue them to employees with management responsibility in the interest of the Company and its shareholders in order to further motivate managers of the Company and its group companies and to tie them to the Group. For this purpose, the Company is also to be provided with the option to issue own shares as stock bonuses to employees with management responsibility (managers) of the Company and/or group companies instead of cash bonuses as part of the existing remuneration system. The aim is to offer, pledge or transfer the shares to the beneficiaries for purchase. In doing so, the Executive Board will respect the restrictions of section 186 (3) sentence 4 of the AktG. The Executive Board will still only make use of this authorization to issue own shares to managers up to a maximum total amount of 4,000,000 of the share capital. Shares issued or pledged to managers using Authorized Capital 2010 count towards this limit. In each case, the Executive Board will inform the next Annual General Meeting of the extent to which use has been made of the authorization. 7. Cancellation of existing authorized capital, authorization to create new authorized capital and amendments to the Articles of Association In view of the fact that the existing authorized capital is restricted until June 2, 2010 in accordance with section 4 (4) of the Articles of Association and that creation of new authorized capital is considered appropriate, the Executive and Supervisory Boards propose that the following resolutions be adopted: 12 MAN Annual General Meeting MAN Annual General Meeting 13

8 ITEM 7 a) The current authorized capital and the corresponding provision of article 4 (4) of the Articles of Association pursuant to the authorization of the MAN AG Annual General Meeting on June 3, 2005, supplemented by a resolution of the Annual General Meeting on April 3, 2009 and confirmed for MAN SE by the resolution of April 3, 2009 on the change of legal form, will be cancelled when the new authorized capital in accordance with b) takes effect. b) With this a new authorization will be issued and article 4 (4) of the Articles of Association will be reworded accordingly. They will be reworded as follows: direct or indirect application of this provision during the term of this authorization by virtue of other authorizations count towards this limit until the time of utilization. Shares issued or issuable by virtue of convertible bonds or bonds with warrants or with conversion obligations issued at the time of utilization in accordance with this provision also count towards the aforementioned 10% limit, and/or to realize any fractions needed to round the share capital, and/or to issue new shares against cash contributions to employees with managerial responsibility (managers) of the Company and/or group companies for up to 4,000,000 of Authorized Capital Provision can also be made to ensure that the required contributions according to the conditions of section 204 (3) of the AktG are covered. (4) The Executive Board is authorized to increase the share capital, with the consent of the Supervisory Board, by up to 188,211,200 issuing common bearer shares on one or more occasions against cash contributions and/or noncash contributions in the period up to March 31, 2015 (Authorized Capital 2010). The Executive Board is additionally authorized, with the consent of the Supervisory Board, to disapply shareholders preemptive rights when issuing shares against noncash contributions for the purpose of acquiring companies, investments in companies, or assets of companies. When raising the share capital in return for cash, shareholders must generally be granted preemptive rights. However the Executive Board is authorized to disapply such preemptive rights, with the consent of the Supervisory Board, to the extent necessary to grant holders of convertible bonds or bonds with warrants that are or will be issued by the Company or its group companies a right to subscribe for new shares in the amount to which they would be entitled after exercising their conversion rights or options or fulfilling their conversion obligations (antidilution provision), and/or if the issue price of the new shares is not more than 5% lower than the quoted market price and the shares issued in accordance with section 186 (3) sentence 4 of the AktG do not in the aggregate exceed 10% of the share capital. Shares issued or sold by Moreover, the Executive Board is authorized, with the consent of the Supervisory Board, to determine further details of the execution of increases in capital. The authorization is without taking into account the issue of shares while disapplying the preemptive rights of employees with management responsibility restricted to the extent that following exercise of the authorization, the total shares issued while disapplying preemptive rights under Authorized Capital 2010 and/or under Contingent Capital 2010 may not exceed 20% of the current share capital at the time the authorization takes effect or if the figure is lower at the time use is made of the authorization. 14 MAN Annual General Meeting MAN Annual General Meeting 15

9 ITEM 7 Report of the Executive Board in accordance with section 203 (2) sentence 2 in conjunction with section 186 (4) sentence 2 of the AktG Shareholders must generally be granted preemptive rights when the authorized capital is used to increase the capital. However, the authorization sought also includes an option to disapply shareholders preemptive rights in special cases, in the case of a capital increase against cash contributions as well as a capital increase against noncash contributions: Capital increases against cash contributions Disapplication of preemptive rights as protection against dilution Shares issued / issuable or sold by direct or indirect application of this provision during the term of this authorization by virtue of other authorizations count towards this 10% limit within the meaning of section 186 (3) sentence 4 of the AktG until the time of utilization. Apart from the above, the Executive Board will restrict any offering discount to no more than 5% of the current quoted market price when establishing the offer price, thereby ensuring that the requirements of section 186 (3) sentence 4 of the AktG when using the authorized capital are observed in this respect. Disapplication of preemptive rights to realize fractional amounts Furthermore, the Executive Board is to be authorized to disapply shareholders preemptive rights if any fractional amounts arise when establishing the subscription ratio. This enables a round, manageable subscription ratio and any fractions to be realized. The disapplication of preemptive rights for the benefit of holders of convertible bonds or bonds with warrants or conversion obligations issued by the Company or its group companies allows the creditors to participate in the capital increase to the extent that they would be entitled to if they had taken shares on the basis of their options or conversion rights or fulfillment of a conversion obligation. This counteracts any dilution owing to a capital increase. Disapplication of preemptive rights for capital increases against cash contributions in accordance with section 186 (3) sentence 4 of the AktG In this case use is made of the option provided by the lawmaker to disapply preemptive rights if a capital increase against cash contributions does not exceed 10% of the share capital and the issue price is not materially lower than the quoted market price. This enables the Executive Board to procure new funds for the Company and strengthen its capital base at short notice and at an issuing price close to the quoted market price with the consent of the Supervisory Board. Only authorized capital up to a maximum total amount of 10% of the share capital is available for such cases. Disapplication of preemptive rights to issue shares to managers In the interest of the Company and the shareholders, the Management pursues the objective of additionally motivating managers of the Company and its group companies to achieve Company goals and to tie them to the Group. To this end, the variable remuneration components that are part of the existing remuneration system can also be to be paid in shares instead of exclusively in cash. The beneficiaries are to receive MAN SE shares at discounted conditions or through coverage of the payment from yielded profits according to the conditions of section 204 (3) of the AktG. The applicable caps on variable bonuses are to be complied with. To create the option to provide managers with share bonuses, the Management proposes authorizing the Company to use up to 4 million of Authorized Capital 2010 for these purposes and to disapply shareholders preemptive rights accordingly. Shares issued or pledged to managers by making use of the authorization to purchase own shares count towards this limit. 16 MAN Annual General Meeting MAN Annual General Meeting 17

10 ITEM 7 ITEM 8 As explained above, disapplying shareholders preemptive rights is in the interests of the Company and its shareholders. In addition, the dilution effect for shareholders that would occur due to the issue of new shares to managers is insignificant in light of the small volume in relation to the share capital. The Executive Board intends to limit the annual issue of shares to a maximum of 5 of the share capital. Capital increases against noncash contributions The authorization sought is intended to enable the Company to have own shares available in order to be able to offer them as consideration in business combinations, in the acquisition of companies, investments in companies or assets of companies. International competition and economic globalization often require this form of acquisition financing. The authorization proposed is intended to give the Company the necessary scope to quickly and flexibly take advantage of any opportunities to acquire companies, investments in companies or assets of companies that may arise. The creation of the proposed authorized capital while disapplying shareholders preemptive rights in the case of noncash contributions takes this into account since a capital increase by virtue of resolution of the Annual General Meeting is not possible at short notice if acquisition opportunities arise, nor does it guarantee the flexibility required in takeovers. In each individual case, the Executive Board will review whether to make use of the authorization to increase the capital against noncash contributions while disapplying preemptive rights. It will only use the authorized capital if an acquisition in exchange for issuing shares of the Company is in the best interests of the shareholders and the Company. The Supervisory Board will only give the required consent to make use of the authorized capital if this condition is met. Restriction of the authorization to 20% of the share capital if shareholders preemptive rights are disapplied To protect the shareholders, the authorization to issue shares while disapplying the preemptive rights of shareholders is restricted to the extent that following exercise of the authorization, the total shares issuable by virtue of bonds disapplying the preemptive rights under Authorized Capital 2010 and/or under Contingent Capital 2010 may not exceed 20% of the current share capital at the time the authorization takes effect or if the figure is lower at the time use is made of the authorization. Capital increases against cash contributions and noncash contributions disapplying preemptive rights in connection with Authorized Capital 2010 and/or Contingent Capital 2010 must be restricted in total to a maximum of 75,284,480, corresponding to 29,408,000 common shares. This does not affect the disapplication of shareholders preemptive rights if shares were or are to be issued to employees with management responsibility in connection with Authorized Capital In each case, the Executive Board will inform the next Annual General Meeting of the extent to which use has been made of such authorization. 8. Authorization to issue convertible bonds and bonds with warrants, creation of contingent capital and amendments to the Articles of Association In view of the fact that the existing contingent capital pursuant to the resolution of the MAN AG Annual General Meeting on June 3, 2005, supplemented by resolution of the MAN AG Annual General Meeting on May 10, 2007 and confirmed for MAN SE by the resolution of April 3, 2009 on the change of legal form, to issue convertible bonds and/or bonds with warrants is restricted until June 2, 2010 and the creation of new contingent capital to issue convertible bonds and/or bonds with warrants is considered appropriate, the Executive and Supervisory Boards propose that the following resolutions be adopted: 18 MAN Annual General Meeting MAN Annual General Meeting 19

11 ITEM 8 a) The current contingent capital and the corresponding provision of article 4 (5) and (6) of the Articles of Association pursuant to the authorization of the MAN AG Annual General Meeting on June 3, 2005, supplemented by a resolution of the Annual General Meeting on May 10, 2007 and confirmed for MAN SE by the resolution of April 3, 2009 on the change of legal form, will be cancelled when the new contingent capital in accordance with b) to g) takes effect. c) The Executive Board is authorized, with the consent of the Supervisory Board, to stipulate other conditions of the bond, particularly the interest rate, offer price, maturity and denomination, subscription or conversion ratio, option or conversion price and option or conversion period or establish them in agreement with the executive bodies of the issuing group companies. The conditions may also regulate, b) The Executive Board is authorized with the consent of the Supervisory Board, to issue convertible bonds and/or bonds with warrants hereinafter referred to collectively as bonds of MAN SE in the aggregate principal amount of up to 2,500,000,000 on one or more occasions until March 31, 2015, and to grant the bondholders options or conversion rights or to issue conversion obligations on new common bearer shares of MAN SE with a notional interest in the share capital of up to 76,800,000 as specified in greater detail by the option or conversion terms. The bonds are issuable against cash contributions. The authorization also includes the option to guarantee bonds issued by other group companies and to grant shares of MAN SE to settle the conversion rights, options or conversion obligations issued with these bonds. The portion of the share capital accruing to the common shares to be subscribed to for each bond may not exceed the nominal amount of the bond or an offer price lower than the nominal amount of the bond. The conversion/option price may not be lower than 80% of the price of MAN SE common shares in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange. The unweighted average closing price on the ten market days before the Executive Board s final decision on the invitation to tender an offer to subscribe for bonds or on the declaration of acceptance by the Company following a public invitation to tender subscription offers is decisive in such cases. In trading of preemptive rights, the closing prices on the days of preemptive rights trading are to be applied with the exception of the last two market days of preemptive rights trading. Section 9 (1) of the AktG remains unaffected. whether the conversion/option price or conversion ratio when issuing bonds is to be determined or whether it is to be calculated using future quoted market prices within a range to be established, whether and how to round up to a full conversion ratio, whether a payment to be paid in cash or a cash settlement will be determined in the case of fractions, whether a specific date by which the conversion/option rights may be exercised can be fixed, the currency in which the bonds are issued, though bonds may also be issued in the legal currency of an OECD country as well as in euro, provided the equivalent euro amounts are not exceeded, whether own shares of MAN SE or payment of the equivalent in cash or the delivery of other listed securities are offered instead of settlement from the contingent capital, and/or that the bondholders are entitled during the conversion period and/or obligated on specific dates or at the end of the conversion period to convert their bonds into shares of the Company. d) The bonds are to be offered to shareholders for subscription. As a rule, the Company must also ensure that the legal preemptive rights of the shareholders are granted if the bonds are issued by another group company. However the Executive Board is authorized to disapply preemptive rights, with the consent of the Supervisory Board, 20 MAN Annual General Meeting MAN Annual General Meeting 21

12 ITEM 8 if the offer price for a bond is not materially lower than its theoretical market value of the bond calculated in accordance with recognized financial mathematical methods. Furthermore, the disapplication of preemptive rights within the meaning of section 186 (3) sentence 4 of the AktG only applies to bonds with rights to shares which account for a maximum total amount of up to 10% of the share capital. Shares issued / issuable or sold by direct or indirect application of this provision during the term of this authorization by virtue of other authorizations count towards this limit until the time of utilization. insofar as this is necessary to settle fractions that arise as a result of the subscription ratio. Capital 2010 without taking into account the issue of shares while disapplying the preemptive rights of employees with management responsibility may not exceed 20% of the current share capital at the time the authorization takes effect or if the figure is lower at the time use is made of the authorization. g) With this a new authorization will be issued and article 4 (5) of the Articles of Association will be reworded accordingly. They will be reworded as follows: to grant holders of bonds with existing options or conversion rights on shares of the Company or obligations to convert into such shares preemptive rights in the amount to which they would be entitled if they had exercised their warrant or conversion rights or fulfilled their conversion obligations in order to prevent dilution of the economic value of such rights. e) If the economic value of existing options/conversion rights or conversion obligations is diluted during the maturity of a bond and no preemptive rights are granted as compensation, these options, rights and obligations are adjusted to maintain the value notwithstanding section 9 (1) of the AktG as specified in greater detail by the terms of the bond if the adjustment is not already regulated by law. The conditions of the bonds may also provide for an adjustment to the options, conversion rights or conversion obligations in the event of a capital reduction or other extraordinary measures or events (e.g. unusually high dividends or control gained by third parties). If control is gained by third parties, it is possible to provide for a customary adjustment of the conversion and/or warrant price. (5) The share capital has been contingently increased by up to 76,800,000, composed of up to 30,000,000 common bearer shares. The contingent capital increase will only be implemented to the extent that the holders of convertible bonds or bonds with warrants or conversion obligations issued for cash consideration by MAN SE or its group companies by virtue of the authorizing resolution of the Annual General Meeting on April 1, 2010 exercise their conversion rights or options or fulfill their conversion obligations, and provided that other forms of settlement are not used. The new shares carry dividend rights for the first time for the fiscal year in which they are issued (Contingent Capital 2010). Furthermore article 4 (6) of the Articles of Association will be deleted. Report of the Executive Board in accordance with section 221 (4) sentence 2 in conjunction with section 186 (4) sentence 2 of the AktG f) The authorization to issue convertible bonds or bonds with warrants or conversion obligations is restricted to the extent that following exercise of the options, conversion rights or conversion obligations, the total shares issued while disapplying preemptive rights under Contingent Capital 2010 and/or under Authorized An adequate capital base is essential for a Company s development. Issuing convertible bonds / bonds with warrants ( bonds ) is intended to enable the Company to be able to make use of financing opportunities, depending on the market situation, by raising borrowed funds at attractive conditions. 22 MAN Annual General Meeting MAN Annual General Meeting 23

13 ITEM 8 The authorization proposed provides for convertible bonds / bonds with warrants or conversion obligations of up to 2,500,000,000 being issued in common shares of MAN SE. Up to 30,000,000 new common bearer shares of MAN SE with a notional interest in the share capital of up to 76,800,000 is to be available. If this authorization were used in full, this would mean an increase in the current share capital of around 20%. This authorization expires on March 31, The creation of Contingent Capital 2010 is intended to settle any shares that may be issued by virtue of this authorization. The authorization gives the Company the flexibility to issue bonds itself or from a group company with options or conversion rights on common shares of the Company or obligations to convert into such shares. As a rule, shareholders are entitled to preemptive rights for the bonds. However the Executive Board is also to be authorized to disapply preemptive rights, with the consent of the Supervisory Board: Disapplication of preemptive rights in accordance with section 186 (3) sentence 4 of the AktG Due regard is given to the interests of shareholders since the bonds are not issued at a price that is materially lower than their theoretical market value. The theoretical market value of the bond must be calculated in accordance with recognized financial mathematical methods. The Executive Board will keep the discount on the market value as low as possible when fixing a price, taking the current situation on the capital market into account. Thus the arithmetic market value of a preemptive right would fall to almost zero which means that it is not possible for the shareholders to suffer a significant economic disadvantage by preemptive rights being disapplied. Disapplication of preemptive rights as protection against dilution Holders of bonds that have already been issued are usually entitled to preemptive rights if partial use is made again of the authorization to issue bonds, with the result that the conversion/option price of the bonds already issued does not need to be discounted under the existing conversion/option conditions (protection against dilution). Disapplication of preemptive rights is only permissible if the offer price of a bond against cash contributions is not materially lower than its market value as provided for in section 186 (3) sentence 4 of the AktG. Furthermore, the disapplication of preemptive rights within the meaning of section 186 (3) sentence 4 of the AktG only applies to bonds with rights to shares which account for a maximum total amount of up to 10% of the share capital. Shares issued / issuable or sold by direct or indirect application of this provision during the term of this authorization by virtue of other authorizations count towards this limit until the time of utilization. This gives the Company the opportunity to make use of favorable market circumstances quickly and at very short notice and to obtain better conditions by stipulating terms that are in line with the market. Stipulating terms that are in line with the market and smooth placement would not be possible or would be difficult if the preemptive rights had to be preserved. Disapplication of preemptive rights for fractional amounts Furthermore, the Executive Board is to be authorized to disapply the legal preemptive rights of the shareholders in order to be able to settle any fractions that may arise when establishing the subscription ratio. Restriction of the authorization to 20% of the share capital if shareholders preemptive rights are disapplied To protect the shareholders, the authorization to issue convertible bonds or bonds with warrants or conversion obligations is restricted to the extent that following exercise of the options or conversion rights or fulfillment of the conversion obligations, the total shares issued while disapplying preemptive rights under Contingent Capital 2010 and/or under Authorized Capital 2010 may not exceed 20% of the current share capital at the time the authorization takes 24 MAN Annual General Meeting MAN Annual General Meeting 25

14 ITEM 8 ITEM 9 ITEM 10 ITEM 11 effect or if the figure is lower at the time use is made of the authorization. Capital increases against cash contributions and noncash contributions excluding preemptive rights in connection with Authorized Capital 2010 and/or Contingent Capital 2010 must be restricted in total to a maximum of 75,284,480, corresponding to 29,408,000 common shares. This does not affect the disapplication of shareholders preemptive rights if shares were or are to be issued to employees with management responsibility in connection with Authorized Capital In each case, the Executive Board will inform the next Annual General Meeting of the extent to which use has been made of such authorization. 9. Amendment to the Articles of Association to create the option of appointing Executive Board members for up to six years sated for by means of an attendance fee laid down in the Articles of Association. The Executive and Supervisory Boards thus propose that the following resolutions be adopted: In article 12 of the Articles of Association, a new paragraph (6) will be inserted and worded as follows: (6) Members of the Supervisory Board receive an attendance fee of 500 for each meeting of the Supervisory Board or of committees of the Supervisory Board that they attend. The current paragraph (6) will become paragraph (7) of article 12 of the Articles of Association. 11. Amendments to the Articles of Association based on ARUG In accordance with article 46 (1) of the Council Regulation (EC) on the Statute for a European company (SE Council Regulation), executive board members of an SE may be appointed for a period of up to six years. Use is intended to be made of this option. The Executive and Supervisory Boards propose that the period of no more than five years currently stipulated in the Articles of Association for the appointment of Executive Board members be extended to a maximum of six years and that article 5 (1) sentence 3 of the Articles of Association be reworded as follows: Members of the Executive Board are appointed for a period of up to six years. 10. Amendment to the Articles of Association to determine attendance fees for Supervisory Board members Attendance of Supervisory Board members at meetings of the Supervisory Board or its committees are now to be compen- The Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG German Act Implementing the Shareholders Rights Directive) entered into force on September 1, 2009 and provides, among other things, for changes to the forms required for proxies. Under the ARUG, the Articles of Association can also permit the option of absentee voting. The Executive and Supervisory Boards thus propose that the following resolutions be adopted: Article 17 (2) of the Articles of Association will be reworded as follows and a new paragraph (3) will be inserted: (2) Voting rights may also be exercised by proxy. Unless conferment and revocation of authority and evidence of such authority to the Company is otherwise regulated by law, authority, revocation of it and proof of its conferment to the Company must be granted in text form as defined by section 126b of the Bürgerliches Gesetzbuch (BGB German Civil Code) or conveyed in an electronic form to be specified by the Company in the notice of the Annual General 26 MAN Annual General Meeting MAN Annual General Meeting 27

15 ITEM 11 ITEM 12 Meeting. If the shareholder authorizes more than one person, the Company may disallow one or more of them. end of March 25, 2010 (midnight/ 24:00 hours) at the latest as well as prove their ownership of Company shares. (3) The Executive Board is authorized to ensure that shareholders are also able to exercise their votes, even without attending the Annual General Meeting, in writing or by means of electronic communication (absentee voting). It is free to determine the details of the absentee voting procedure. 12. Appointment of auditors for the 2010 fiscal year The Supervisory Board proposes that PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Munich, be appointed as auditors for the 2010 fiscal year. Total number of shares and voting rights at the time of notice of the Annual General Meeting At the time of notice of the Annual General Meeting, the Company holds a share capital of 376,422,400, divided into 147,040,000 no-par value shares. Of the 147,040,000 no-par value shares, 140,974,350 are common shares and 6,065,650 are preferred shares. Each common share carries one vote. As defined by the Articles of Association, preferred shares carry attendance rights but no voting rights. The Company holds none of its own shares. Thus at the time of notice of the Annual General Meeting, a total of 140,974,350 common shares carry voting rights. Proof of ownership, which is generally issued by the depositary bank, must indicate that shares were in possession by the beginning (midnight / 00:00 hours) of March 11, 2010 (record date). Participation at the Annual General Meeting and exercise of voting rights as a shareholder is only recognized by the Company if proof of the right to attend the Annual General Meeting or to exercise voting rights has been provided. This means that shareholders who have purchased their shares after the record date may not attend the Annual General Meeting, nor do they have any voting rights at the Annual General Meeting. The record date does not affect the saleability of shares. The Company still allows shareholders who sell their shares after the record date to attend the Annual General Meeting and exercise their voting rights, provided that they have registered and presented proof of ownership by the deadline. The record date is not relevant to qualification for dividend. Registration and proof of ownership must be made in text form [as defined by section 126b of the Bürgerliches Gesetzbuch (BGB German Civil Code)] in either German or English and sent to the Company at the following address: MAN SE c/o Computershare HV-Services AG Prannerstr Munich Fax: anmeldestelle@computershare.de Conditions for attending the Annual General Meeting and exercising voting rights Participation at the Annual General Meeting and exercise of voting rights require shareholders to register with the Company by the Once the Company has received proof of ownership and registration at the above-mentioned address, shareholders, or the representatives appointed by them, will be sent their entrance tickets for the Annual General Meeting. In order to ensure that the entrance tickets are received in time, shareholders are asked to contact their depository bank and request their entrance tickets for attending 28 MAN Annual General Meeting MAN Annual General Meeting 29