INVITATION AND AGENDA FOR THE ANNUAL GENERAL MEETING. including. SUMMARY 2014/15 Excerpts from the annual report 2014/15

Transcription

1 INVITATION AND AGENDA FOR THE ANNUAL GENERAL MEETING including SUMMARY 2014/15 Excerpts from the annual report 2014/15

2 2 I Contents Invitation and Agenda for the Annual General Meeting I 3 CONTENTS Invitation and Agenda for the annual general meeting 3 I. Agenda 4 II. Proposals for resolution 5 III. Report to the Annual General Meeting 12 IV Additional information on convocation of the Annual General Meeting 17 V. Additional information and documentation relating to the Annual General Meeting 25 VI. Directions 40 Invitation1 and Agenda for the ANNUAL GENERAL MEETING of Summary 2014/15 26 Excerpts from the annual report 2014/15 Results of operations, financial position, assets and liabilities 27 Results of operations 27 Statement of changes in financial position 30 Assets and liabilities 31 Net earnings / loss for the year 33 Outlook 34 Group figures overview 38 CropEnergies AG Mannheim to be held on 14 July 2015, 10:00 a.m., at Congress Center Rosengarten, Rosengartenplatz 2, Mannheim, Germany German Securities Code Number (WKN): A0LAUP ISIN DE 000A0LAUP1 1 This document is also available in German. This English translation is provided for convenience only and should not be relied upon exclusively. The German version of the document is definitive and takes precedence over this translation.

3 4 I Invitation and Agenda for the Annual General Meeting Agenda Invitation and Agenda for the Annual General Meeting Proposals for resolution I 5 II. PROPOSALS FOR RESOLUTION We hereby invite our shareholders to the Annual General Meeting to be held at Congress Center Rosengarten, Rosengartenplatz 2, Mannheim, at 10:00 a.m. on Tuesday 14 July I. AGENDA 1. Presentation of the adopted annual financial statements and the management report (including the explanatory report on disclosures in accordance with 289 (sections 4 and 5) of the German Commercial Code (HGB)) for the 2014/15 financial year, the approved consolidated financial statements and the group management report (including the explanatory report on disclosures in accordance with 315 (section 4) HGB) for the 2014/15 financial year and the report of the supervisory board 2. Approval of the members of the executive board for the 2014/15 financial year 3. Approval of the members of the supervisory board for the 2014/15 financial year 4. Election of the auditor and the group auditor for the 2015/16 financial year 5. Election to the supervisory board 6. Authorisation for the purchase of own shares including appropriation in exclusion of the pre-emptive right ITEM 1 Presentation of the adopted annual financial statements and the management report (including the explanatory report on disclosures in accordance with 289 (sections 4 and 5) of the German Commercial Code (HGB)) for the 2014/15 financial year, the approved consolidated financial statements and the group management report (including the explanatory report on disclosures in accordance with 315 (section 4) HGB) for the 2014/15 financial year and the report of the supervisory board: The supervisory board has already approved the annual financial statements and consolidated financial statements presented by the executive board at its meeting on 18 May 2015; the annual financial statements have therefore been adopted. In accordance with the statutory provisions, no resolution will be passed on this item of the agenda. ITEM 2 Approval of the members of the executive board for the 2014/15 financial year: The supervisory board and the executive board propose that the members of the executive board for the 2014/15 financial year be approved. ITEM 3 Approval of the members of the supervisory board for the 2014/15 financial year: The executive board and the supervisory board propose that the members of the supervisory board for the 2014/15 financial year be approved. ITEM 4 Election of the auditor and the group auditor for the 2015/16 financial year: The supervisory board proposes that PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt/ Main, be elected as auditor and group auditor for the 2015/16 financial year.

4 6 I Invitation and Agenda for the Annual General Meeting Invitation and Agenda for the Annual General Meeting I 7 Proposals for resolution Proposals for resolution ITEM 5 Election to the supervisory board: Dr. Lutz Guderjahn resigned from the supervisory board effective 30 April Therefore a new member must be elected to the supervisory board for the remaining mandate of the current supervisory board. Based on a recommendation by the supervisory board's nomination committee, the supervisory board recommends that in his place Dr. Wolfgang Heer, resident in Ludwigshafen/Rhein, Dipl.-Wirtschaftsingenieur (Industrial Engineer) and Chief Executive Officer of Südzucker AG is elected to the supervisory board as shareholder representative effective as of the end of the Annual General Meeting on 14 July 2015 for the remaining period of the current supervisory board mandate, i.e. until the end of the Annual General Meeting that decides on the discharge for the 2016/17 financial year. Application has been made to the court to appoint Dr. Wolfgang Heer to the company's supervisory board until the end of the Annual General Meeting on 14 July Additional information regarding the proposed candidate can be found on the company's website at: (Tab: Investor Relations / Annual General Meeting) According to 8 (section 1) of the CropEnergies AG articles of association, the company's supervisory board consists of six members. Pursuant to 96 (section 1) and 101 (section 1) AktG, the supervisory board is composed solely of supervisory board members of the shareholders. The election recommendation takes into account the objectives regarding the composition of the supervisory board as approved by the same. The Annual General Meeting is not bound by the election recommendations. Dr. Wolfgang Heer is with exception of the CropEnergies AG not a member of a German company s supervisory board that must be formed by law. He carries out an official mandate at a similar German or foreign supervisory body at the following industrial enterprises (all mandates listed below are group mandates within the Südzucker Group). AGRANA Beteiligungs-Aktiengesellschaft, Vienna/Austria (vice chairman) AGRANA Zucker, Stärke und Frucht Holding AG, Vienna/Austria (chairman) BENEO GmbH, Mannheim/Germany ED&F MAN Holdings Limited, London/Great Britain Freiberger Holding GmbH, Berlin/Germany (chairman) PortionPack Europe Holding B.V., Oud-Beijerland/Netherlands Raffinerie Tirlemontoise S.A., Bruxelles/Belgien Saint Louis Sucre S.A., Paris/France Südzucker Polska S.A., Wroclaw/Poland (vice chairman) Z & S Zucker und Stärke Holding AG, Vienna/Austria (vice chairman) Information pursuant to Section para. 4 to 6 of the German Corporate Governance Code of Conduct: Dr. Wolfgang Heer is the Chief Executive Officer of Südzucker AG; this company is the controlling company and supplier of the company. ITEM 6 Authorisation for the purchase of own shares including the appropriation of said shares, in exclusion of the pre-emptive right Unless expressly permitted by law, the company must obtain authorisation from the Annual General Meeting pursuant to 71 (section 1 no. 8) AktG for the purchase of own shares. Since the authorisation approved by the Annual General Meeting on 15 July 2010 expires on 14 July 2015, a new authorisation resolution must be submitted to the Annual General Meeting.

5 8 I Invitation and Agenda for the Annual General Meeting Invitation and Agenda for the Annual General Meeting I 9 Proposals for resolution Proposals for resolution Therefore the executive board and supervisory board recommend the adoption of the following: a) The executive board is authorised pursuant to 71 (section 1 no. 8) AktG to purchase shares of the company up to an amount of 10% of the current share capital by 13 July b) The shares may be purchased, at the executive board's discretion, through the stock exchange, a public offer to purchase, a public request to submit offers for sale directed at the company's shareholders, or in another manner subject to 53a AktG. The purchase price (without ancillary purchase costs) cannot exceed or fall below the company's average share price by more than 10% before the cut-off date. The average price is the average of the closing prices for the company's share in XETRA trading (not weighted for volume) (or in a similar successor system) on the Frankfurt am Main stock exchange on the last three trading days before the cut-off date. The cut-off date is (1) in the case of purchases through the stock exchange, the day of purchase or if earlier the date on which an obligation to purchase is entered into; (2) in the case of purchases via a public offer to purchase or a public request to submit offers for sale directed at the company's shareholders, the date on which the executive board makes a decision regarding the public offer to purchase or the public request to submit offers for sale directed at the company's shareholders; (3) in the case of other types of purchase subject to 53a AktG, the date on which the executive board makes a decision regarding the purchase of the shares. If the purchase price is calculated or amended after the publication of the offer to purchase or the request to submit offers for sale, the cut-off date shall be the date on which the price is calculated or amended. The volume of the offer may be restricted. If the total amount of shares for which the shareholders accept the company's public offer to purchase, or for which the shareholders submit an offer for sale, exceeds the total amount of the company's offer to purchase, such shares will be accepted at the ratio of the entire amount of the offer to purchase to the total shares offered by the shareholders. In the case of a public request to submit offers for sale, shares will only be accepted on a ratio basis if the offers are equal. Provision may be made for the preferred acceptance of smaller unit numbers up to 100 units for the purchase of offered shares of the company per shareholder. Own shares may also be purchased through an affiliated company or a third party acting on the company's account or a third person acting on the affiliated company's or the company's account, if they comply with the preceding restrictions. c) The executive board is authorised to utilise the purchased own shares in a manner other than a disposal through the stock exchange or an offer to all shareholders in exclusion of the shareholders' pre-emptive rights for all legally admissible purposes, and in particular may (1) sell them to third parties with the approval of the supervisory board in exclusion of the shareholders' pre-emptive rights in line with (i) mergers, (ii) the acquisition of companies, parts of companies or interests in companies (including additions to existing participating interests) or other assets associated with an acquisition project or (iii) the purchase of other assets (including claims by third parties against the company or companies affiliated with the same), or (2) with the approval of the supervisory board in exclusion of the shareholders' pre-emptive rights, sell them in another manner than through the stock exchange or through an offer to all shareholders, if these shares are sold for cash payment at a price that does not significantly fall below the exchange

6 10 I Invitation and Agenda for the Annual General Meeting Invitation and Agenda for the Annual General MeetingI 11 Proposals for resolution Proposals for resolution price of the company's shares with the same features at the time of disposal. However, this authorisation is only valid under the condition that the shares sold in exclusion of the preemptive right pursuant to 186 (section 3 sentence 4) AktG as a total do not exceed 10% of the share capital, neither on the effective date of this authorisation nor on the date this authorisation is exercised. Those shares must be applied against this restriction of 10% of the share capital that (i) are issued by exercising an authorisation (that is in effect during the term of this authorisation) to issue new shares from the authorised capital pursuant to 186 (section 3 sentence 4) AktG in exclusion of the shareholders' pre-emptive rights and/ or (ii) must or can be issued in order to service possible debentures with conversion rights/obligations or options/obligations that are issued by the company or an affiliated company, insofar as the debentures are issued after this authorisation for the purchase of own shares has been approved with the corresponding application of 186 (section 3 sentence 4) AktG in exclusion or the shareholders' pre-emptive rights, or (3) with the supervisory board's approval, and in exclusion of the shareholders' pre-emptive rights, use them to service conversion rights and pre-emptive rights from possible future debentures with conversion rights or options issued by the company or an affiliated company, which the executive board is authorised to issue by approval of the Annual General Meeting, and to transfer own shares to those entitled to conversion and preemptive rights at the conditions that must be defined in the authorisation resolutions of the Annual General Meeting. Own shares may also be transferred to a credit institution or another company that meets the requirements of 186 (section 5 sentence 1) AktG, if it assumes the shares with the obligation of disposing of the shares on the stock exchange, offering them to shareholders for purchase or using them to implement a purchase offer directed at all shareholders, or for the implementation of the aforementioned purposes. The company may also purchase own shares for the aforementioned purposes by way of securities lending from a credit institution or another company that meets the requirements of 186 (section 5 sentence 1) AktG; in this case, the company must ensure that the shares are purchased for the purpose of repaying the loan on securities in compliance with 71 (section 1 no. 8 sentence 3 and 4) AktG. d) Own shares can also be purchased for redemption purposes at the expense of the net income or other retained earnings. The redemption will result in a reduction in capital. Notwithstanding the above, the executive board may decide that the share capital remains unchanged during the redemption, and that the redemption instead has the effect of increasing the proportion of the remaining shares in the share capital pursuant to 8 (section 3) AktG; in this case, the executive board is authorised to adjust the number of shares in the articles of association. The executive board is also authorised to implement the redemption without further resolution by the Annual General Meeting. e) All preceding authorisations for the purpose of own shares and their resale or redemption of these shares may also be exercised in part. They may be exercised once or multiple times until the maximum amount of own share purchases pursuant to a) has been reached. f) The current authorisation for the purchase of own shares, which was issued by the Annual General Meeting on 15 July 2010 and that expires on 14 July 2015, is rescinded for the time after the effective date of the new authorisation as a precautionary measure; the authorisation contained in the aforementioned resolution by the Annual General Meeting from 15 July 2010 for the appropriation of own shares that are repurchased on the basis of the former resolution is retained. The report by the executive board regarding this Agenda item is included in Section III.

7 12 I Invitation and Agenda for the Annual General Meeting Report to the Annual General Meeting Invitation and Agenda for the Annual General Meeting Report to the Annual General Meeting I 13 III. REPORT TO THE ANNUAL GENERAL MEETING Regarding ITEM 6: Report by the executive board regarding the authorisation to purchase own shares including the appropriation of said shares in exclusion of the pre-emptive right pursuant to 71 (section 1 no. 8) 186 (section 4) AktG The existing authorisation for the purchase of own shares, which expires on 14 July 2015, is to be renewed by a resolution of the Annual General Meeting to enable the company to continue purchasing own shares beyond that date. In this vein, the authorisation would be issued for the legally admissible maximum period of five years. With regard to ITEM 6, it is therefore recommended that the company is authorised to purchase own shares up to 13 July 2020 for up to 10% of the share capital that exists at the time the resolution is adopted on 14 July (section 1 no. 8) AktG also allows for other forms of purchase and disposal beyond the typical purchases and disposal transactions through the stock exchange. These options would be utilised under the current proposal. In addition to purchases through the stock exchange, the company would also be able to purchase own shares through a public purchase offer (tender process), by way of a public request to submit offers for sale directed at the shareholders of the company, or in another manner in compliance with the non-discrimination principle ( 53a AktG). The purchase price (without ancillary purchase costs) cannot exceed or fall below the company's average share price by more than 10% before the cut-off date. The average price is the average of the closing prices for the company's share in XETRA trading (not weighted for volume) (or in a similar successor system) on the Frankfurt am Main stock exchange on the last three trading days before the cut-off date defined in the recommended authorisation. In the case of a tender process and a public request to submit offers for sale, each shareholder of the company who is willing to sell can decide how many shares and if a price range has been defined at what price he wishes to offer his shares for sale. If the volume offered at the defined price exceeds the number of shares requested by the company, offers for sale must be accepted by way of an allocation. In this context, it must be possible to provide for the preferred acceptance of small offers or small portions of offers. This option is designed to prevent the occurrence of fractional amounts when defining the ratios to be purchased, and to prevent small remaining stocks, and thus facilitate the technical implementation process. Own shares may also be purchased through an affiliated company or a third party acting on the company's account or a third person acting on the affiliated company's or the company's account, if they comply with the preceding restrictions. According to the provisions of 71 (section 1 no. 8) AktG, the Annual General Meeting may also authorise the company to sell the shares in a form other than the stock exchange. In the cases noted under c) of the proposed resolution, own shares previously purchased could also be disposed of in exclusion of the pre-emptive rights of the shareholders. This is intended to enable the executive board to have at its disposal own shares in order to subject to the consent of the supervisory board use them as consideration in line with (i) mergers, (ii) the purchase of companies, portions of companies or participating interests in companies (including additions to existing participating interests) or other assets in connection with the acquisition project or (iii) the purchase of other assets (including claims by third parties against the company or affiliated companies). This form of consideration is requested on various occasions for such transactions. The authorisation recommended herein is designed to provide the company with the flexibility that is required to quickly and flexibly exploit available opportunities for mergers, the purchase of companies or portions of companies or participating interests in companies. There are no concrete plans to utilise this authorisation at present. The proposed resolution also contains an authorisation to dispose of the purchased own shares outside of the stock exchange in exclusion of the pre-emptive right in cases other than those mentioned above. This may only be done under the condition that the shares are sold against cash payment at a price that does not fall significantly below the exchange price of the company's shares with the same features

8 14 I Invitation and Agenda for the Annual General Meeting Invitation and Agenda for the Annual General Meeting I 15 Report to the Annual General Meeting Report to the Annual General Meeting at the time of the disposal. However, this authorisation is only valid under the condition that the shares sold in exclusion of the pre-emptive right pursuant to 186 (section 3 sentence 4) AktG as a total do not exceed 10% of the share capital, neither on the effective date of this authorisation nor on the date this authorisation is exercised. Those shares must be applied against this restriction of 10% of the share capital that (i) are issued by exercising an authorisation (that is in effect during the term of this authorisation) to issue new shares from the authorised capital pursuant to 186 (section 3 sentence 4) AktG in exclusion of the shareholders' pre-emptive rights and/or (ii) are or can be issued in order to service debentures with conversion rights and/or options or conversion obligations, insofar as the debentures are issued on the basis of an authorisation that is valid during the term of this particular authorisation with the corresponding application of 186 (section 3 sentence 4) AktG in exclusion or the shareholders' pre-emptive rights. This authorisation provides the company with additional flexibility. In particular, it also allows the company to issue shares targeted to cooperation partners or financial investors outside of mergers, the acquisition of companies, portions of companies or participating interests in companies. The interests of the shareholders are protected by the requirement that the issue price must be based on the exchange price. In general, the shareholders have an opportunity to maintain their relative shareholdings by purchasing shares through the stock exchange. There are no concrete plans to utilise this authorisation at present. The executive board will report a utilisation of this authorisation to the Annual General Meeting. Finally, this authorisation is designed to allow the executive board, with the supervisory board's approval, to use the purchased own shares for servicing conversion and pre-emptive rights from possible debentures with conversion or option rights that may be issued in the future by the company or a company affiliated with the same, and which the executive board is authorised to issue by approval of the Annual General Meeting in the future, and to transfer own shares to the parties entitled to conversion rights and beneficiaries subject to the conditions that must be defined in the authorisation resolutions of the Annual General Meeting. It may be useful to redeem pre-emptive rights resulting from convertible or warrant bonds wholly or in part with own shares. Therefore provision has been made for the corresponding use of own shares in exclusion of the pre-emptive right for future possible debentures with conversion rights or options. A transfer of own shares in order to fulfil preemptive rights from debentures with conversion rights or options in lieu of utilising conditional capital, for example, can be used to counteract the dilution effect that would otherwise occur. Shareholders have a general pre-emptive right with regard to debentures with conversion rights or options that could be issued on the basis of a future authorisation by the Annual General Meeting, as long as this right is not excluded by the Annual General Meeting subject to 221 (section 4) in connection with 186 AktG. With respect to a decision as to whether to supply own shares, utilise conditional capital or authorised capital, the executive board will carefully consider the interests of the company and the shareholders. Own shares may also be transferred to a credit institution or another company that meets the requirements of 186 (section 5 sentence 1) AktG, if it assumes the shares with the obligation of disposing of the shares on the stock exchange, offering them to shareholders for purchase or using them to implement a purchase offer directed at all shareholders, or for the implementation of the aforementioned purposes. The company may also purchase own shares for the aforementioned purposes by way of securities lending from a credit institution or another company that meets the requirements of 186 (section 5 sentence 1) AktG; in this case, the company must ensure that the shares are purchased for the purpose of repaying the loan on securities in compliance with 71 (section 1 no. 8 sentence 3 and 4) AktG. The company should also be able to redeem own shares without a new resolution by the Annual General Meeting. This authorisation is designed to provide the executive board with the leeway to properly protect the longer-term distribution interests of the company and its shareholders. According to 71 (section 1 no. 8 sentence 6) AktG, the Annual General Meeting may authorise the executive board not just to purchase own shares, but also to redeem the shares. If the executive board utilises the redemption authorisation, this will lead

9 16 I Invitation and Agenda for the Annual General Meeting Invitation and Agenda for the Annual General Meeting I 17 Report to the Annual General Meeting Additional information on convocation of the Annual General Meeting IV. ADDITIONAL INFORMATION ON CONVOCA- TION OF THE ANNUAL GENERAL MEETING to a corresponding reduction in capital. Alternatively, the executive board must also be authorised to implement the redemption in accordance with 237 (section 3 no. 3) AktG without a change in the share capital. In this case, the redemption would have the effect of increasing the proportion of the remaining shares in the share capital according to 8 (section 3) AktG. Therefore the executive board must also be authorised to adjust the number of no-par shares, which will be reduced by the redemption, in the articles of association. Based on experience, the redemption of own shares can lead to the stabilisation or optimisation of the exchange price and thus strengthen the company's position in the capital market, and may therefore be in the interests of the company and its shareholders. The executive board will duly decide at the given time whether the redemption authorisation should be utilised. The authorisation to purchase own shares and the resale or redemption of these shares may also be exercised in part. Authorisations may be exercised once or multiple times until the maximum amount of own share purchases pursuant to a) of the proposed resolution has been reached. The current authorisation for the purchase of own shares adopted by the Annual General Meeting on 15 July 2010 under Item 7 of the Agenda expires on the effective date of the new authorisation; the authorisation contained in the aforementioned resolution by the Annual General Meeting from 15 July 2010 for the appropriation of own shares that are repurchased on the basis of the former resolution is retained. The executive board will report to the Annual General Meeting regarding the utilisation of this authorisation. 1. TOTAL NUMBER OF SHARES AND VOTING RIGHTS AT THE TIME THE ANNUAL GENERAL MEETING IS CONVENED The share capital of the company amounts to 87,250,000 and is divided into 87,250,000 no-par-value shares, each of which entitles the holder to one vote at the annual general meeting. Accordingly, the total number of shares at the time of convening the annual general meeting was 87,250,000. The company did not hold any own shares at the time the annual shareholder meeting is convened. 2. PARTICIPATION IN THE ANNUAL GENERAL MEETING AND EXERCISE OF VOTING RIGHTS Conditions for participation in the annual general meeting and for exercising voting rights Only those shareholders who register with the company at the following address: CropEnergies AG c/o Deutsche Bank AG Securities Production General Meetings Postfach Frankfurt am Main Fax Nr.: +49 (0) wp.hv@db-is.com by no later than 7 July 2015 (24:00 hours) and provide evidence from their custodian bank that they were shareholders of the company at the start of the 21st day prior to the annual general meeting, i.e. at 0:00 hours on 23 June 2015 (record date), shall be entitled to participate in the annual general meeting and to exercise voting rights. Like the registration, the proof of ownership of shares of the company must reach the company at the above address by no later than 7 July 2015 (24:00 hours). Registrations and proof of share ownership must be submitted in either German or English. Proof of ownership may be provided in text form.

10 18 I Invitation and Agenda for the Annual General Meeting Invitation and Agenda for the Annual General Meeting Additional information on convocation of the Annual General Meeting Additional information on convocation of the Annual General Meeting I 19 After the registration applications and proof of share ownership are received by the aforementioned registration office of CropEnergies AG in a timely manner, shareholders will be sent admission cards for the annual general meeting by the registration office. In order to ensure that admission cards are received in good time, we kindly ask shareholders to request an admission card from their custodian bank as early as possible. In this case, the necessary application and the proof of share ownership will be submitted by the custodian bank. Admission cards are only used for organisational purposes and do not constitute additional terms of participation. The record date is the relevant date for the number of shares held and the exercise of the participation and voting rights at the annual general meeting. In relation to the company, only those shareholders who provide proof of share ownership at the record date are entitled to participate in the annual general meeting and exercise their voting rights. Changes in the number of shares held after the record date are not relevant. Shareholders who acquired their shares after the record date are not entitled to participate in the annual general meeting, unless they have been authorised in this respect, or have been authorised to exercise legal rights. Shareholders who have registered and provided the relevant proof of ownership as required are still entitled to participate in the annual general meeting and exercise their voting rights even if they sell their shares after the record date. The record date places no restrictions on the sale of shares and is not a relevant date for any dividend entitlement. Process for voting by proxy Shareholders may exercise their voting rights at the annual general meeting via a proxy, such as the custodian bank, a shareholders association or other persons of their choice. The following should be noted with regard to this process: Timely registration and proof of share ownership are also required in the case of a proxy. If the shareholder appoints more than one person as a proxy, the company may reject one or more of the persons appointed. Proxy appointments, revocations and evidence of proxy authorisation must be provided to the company in text form. If no intention to the contrary is indicated, the shareholder s attendance at the annual general meeting in person will be deemed to revoke a previously issued proxy authorisation. When granting proxy to banks, shareholders associations or equivalent institutions, companies and persons as defined in 135 (section 8) and (section 10) AktG, it is generally necessary to observe particular rules which can be obtained from the party to be granted proxy. We would therefore kindly ask shareholders who intend to grant proxy to a bank, a shareholders association or an equivalent institution, company or person as defined in 135 (section 8) and (section 10) AktG to agree the form of proxy with the intended recipient in advance. Evidence of proxy authorisation can be submitted to the company at the following address: CropEnergies AG c/o Computershare Operations Center Munich Fax: +49 (0) Proxy may be granted using the form provided to shareholders along with their admission card after their registration application is received.

11 20 I Invitation and Agenda for the Annual General Meeting Invitation and Agenda for the Annual General Meeting I 21 Additional information on convocation of the Annual General Meeting Additional information on convocation of the Annual General Meeting Procedure for votes submitted by authorised representatives of the company This year, the company is again providing shareholders with the opportunity to grant proxy to the authorised representatives nominated by the company prior to the annual general meeting, who are obliged to exercise voting rights in accordance with shareholders instructions. Shareholders who wish to grant proxy to the representatives nominated by the company may also use the form provided to them along with their admission card after their registration application is received. If proxy is granted to the representatives nominated by the company, these representatives must be provided with express instructions on the items for resolution. The representatives are bound to vote in accordance with the instructions received from shareholders; they may not exercise the voting rights at their own discretion. The representatives appointed by the company cannot vote on motions on procedure at the annual general meeting, counterproposals presented for the first time at the annual general meeting or other motions by shareholders within the meaning of 126 AktG and proposals within the meaning of 127 AktG that are not properly announced in advance of the annual general meeting. Similarly, the representatives appointed by the company cannot accept any instructions concerning requests to speak, asserting objections to resolutions by the annual general meeting, or raising questions or motions. The grant of proxy to the representatives nominated by the company, the revocation of such proxy and evidence of proxy authorisation must be provided to the company in text form. The necessary documents and information will be provided to shareholders together with their admission card. Shareholders who have registered may attend the annual general meeting in person also after granting proxy to the representatives nominated by the company. Please send proxy appointments and instructions to the representatives nominated by the company by post or fax to the following address to be received by no later than 13 July 2015 (18:00 hours): CropEnergies AG c/o Computershare Operations Center Munich Fax: +49 (0) Submission of proxy appointments and instructions, revocation of proxy appointments and evidence of proxy in electronic form Proxy appointments and instructions, proxy revocations and evidence of proxy authorisation may also be submitted to the company electronically via the company's internet-based proxy and instruction system. This system is accessible to shareholders at (Tab: Investor Relations / Annual General Meeting) This website also contains information on how to use the tool. The following deadlines apply for proxy appointments/instructions submitted via this system: Proxy appointments/instructions to representatives nominated by the company may be issued, amended or revoked up to 18:00 hours on the day before the annual general meeting (13 July 2015). Proxy appointments to third parties may be granted, amended or revoked and evidence of proxy authorisation provided up to the end of the annual general meeting.

12 22 I Invitation and Agenda for the Annual General Meeting Invitation and Agenda for the Annual General Meeting I 23 Additional information on convocation of the Annual General Meeting Additional information on convocation of the Annual General Meeting 3. SHAREHOLDERS RIGHTS Requests for additions to the agenda pursuant to 122 (section 2) AktG Shareholders whose aggregate holdings amount to at least 5% of the share capital (i.e. 4,362,500 or 4,362,500 shares) or the proportionate amount of 500,000 of the share capital (i.e. 500,000 shares) may demand that certain items be included on the agenda and announced accordingly. Each new item must include a statement of grounds or a draft proposal. Such requests must be addressed in writing to the executive board of CropEnergies AG and must reach the company at least 30 days before the annual general meeting; the day of receipt and the day of the annual general meeting are not included in this time period. Thus the last possible date of receipt is 13 June 2015, 24:00 hours. Requests for additions to the agenda received after that time will not be considered. Please send any such requests to the following address: CropEnergies AG Executive Board Maximilianstraße Mannheim Additions to the agenda requiring announcement that are not announced in the notice of convocation of the annual general meeting will be published in the Federal Gazette (Bundesanzeiger) immediately after receipt and forwarded for publication to such media in which it can be assumed that the information will be disseminated throughout the European Union. They will also be published on the company s Internet website at (Tab: Investor Relations/Annual Shareholder Meeting) Counterproposals and election proposals pursuant to 126 (section 1) and 127 AktG Shareholders of the company may submit counterproposals to proposals by the executive board and/or the supervisory board on certain items of the agenda and proposals for the election of auditors or members of the supervisory board. Such motions (including statements of grounds) and election proposals may only be sent to CropEnergies AG Investor Relations Maximilianstraße Mannheim or by fax to: +49 (0) Statements of grounds must be provided for any counterproposal; this does not apply to election proposals. Orderly counterproposals and election proposals by shareholders duly received at the above address at least 14 days prior to the annual general meeting, i.e. no later than 29 June 2015 (24:00 hours) will be published without delay at (Tab: Investor Relations/Annual General Meeting) The company is not required to publish a counterproposal and its statement of grounds or an election proposal if one of the exclusionary conditions set out in 126 (section 2) AktG is met, e.g. if the election proposal or counterproposal would result in a resolution by the annual general meeting that breaches the law or the articles of association. Furthermore, election proposals are not required to be published if they do not contain the name, profession and domicile of the proposed person. The statement of grounds for a counterproposal is not required to be published if its total length is more than 5,000 characters. In addition, proposed candidates for the supervisory board must not be made available if the proposals are not

13 24 I Invitation and Agenda for the Annual General Meeting Invitation and Agenda for the Annual General Meeting I 25 Additional information on convocation of the Annual General Meeting Additional information and documentation relating to the Annual General Meeting V. ADDITIONAL INFORMATION AND DOCUMENTATION RELATING TO THE ANNUAL GENERAL MEETING accompanied by information regarding the memberships of the proposed candidates in other supervisory boards that must be formed by law in terms of 125 (section 1 sentence 5) AktG. Shareholders are requested to provide proof of their share ownership already when submitting counterproposals and election proposals. It should be noted that counterproposals and election proposals, even if sent to the company in advance, will only be addressed at the annual general meeting if they are also submitted/ put forward at the meeting. The right of every shareholder to put forward counterproposals on the various agenda items or election proposals during the annual general meeting even without a previous submission to the company remains unaffected. Right to information pursuant to 131 (section 1) AktG In accordance with 131 (section 1) AktG, every shareholder may request information on the company s affairs from the executive board at the annual general meeting, including the company s legal and business relationships with affiliated companies and the position of the group and the companies included in the consolidated financial statements, insofar as the information is required for a proper evaluation of the relevant matter on the agenda. Additional information Additional information on shareholders rights pursuant to 122 (section 2), 126 (section 1), 127 and 131 (section 1) AktG can be found on the company s Internet website at (Tab: Investor Relations/Annual General Meeting). Notice on the company s website This invitation to the annual general meeting, the other remaining documents to be made available to the annual general meeting and additional information relating to the annual general meeting can be found on the company s Internet website at (Tab: Investor Relations/Annual General Meeting) All information required to be made available to the annual general meeting by law will be available for inspection at the annual general meeting. Voting results The voting results confirmed by the chairman of the annual general meeting will be published on the company s Internet website at (Tab: Investor Relations/Annual General Meeting) Publication of the invitation The invitation to the annual general meeting was published in the Federal Gazette (Bundesanzeiger) on 29 May 2015 and was forwarded for publication to such media in which it can be assumed that the information will be spread throughout the European Union. Mannheim, May 2015 CropEnergies AG The Executive Board

14 26 I Summary 2014/15 Summary 2014/15 I 27 Results of operations, financial position, assets and liabilities RESULTS OF OPERATIONS, FINANCIAL POSITION, ASSETS AND LIABILITIES Summary 2014/15 Excerpts from the ANNUAL REPORT 2014/15 of CropEnergies AG Mannheim The prior-year figures are stated in each case in brackets after the figures for the past financial year. Results of operations thousands 2014/ /14 Revenues 827, ,436 EBITDA* 25,177 68,463 EBITDA margin in% 3.0 % 8.8 % Depreciation* -36,410-33,461 Operating profit -11,233 35,002 Operating margin in% -1.4 % 4.5 % Restructuring costs and special items -28,424-6,365 Income from companies consolidated at equity Income from operations -39,367 28,050 Financial result -3,742-4,747 Earnings before income taxes -43,109 23,303 Taxes on income -14,934-11,297 Net earnings (loss) for the year -58,043 12,006 Earnings per share, diluted/undiluted ( ) * without restructuring costs and special items Group revenues CropEnergies continued its growth trajectory in the 2014/15 financial year, being able to expand its business volume despite the adverse market environment. The continued increase in bioethanol production as a result of taking the production facility in Wilton into account for a whole year for the first time made a crucial contribution to this. At the same time, CropEnergies again produced record quantities of food and animal feed products and further expanded its market position.

15 28 I Summary 2014/15 Summary 2014/15 I 29 Results of operations, financial position, assets and liabilities Results of operations, financial position, assets and liabilities The 6.0% growth in revenues to 827 (780) million was mainly due to the increase in bioethanol sales, based both on the increase in production achieved and the further expansion of trading activities. In addition, the increased quantities of food and animal feed products sold also contributed to the growth in revenues. However, these positive volume effects were offset by unsatisfactory developments with regard to selling prices. While sales prices for food and animal feed products remained only slightly below the level achieved in the previous year, CropEnergies experienced significant losses in respect of the selling prices for bioethanol. Market prices again declined significantly as of the end of the reporting period, reaching a historical low in January Further details on revenue development can be found in the Report on business operations section. EBITDA CropEnergies was able to benefit from lower raw material prices in the 2014/15 financial year. In conjunction with only a slight reduction in selling prices for the food and animal feed products produced, the company was able to achieve lower specific net raw material costs year over year. This pleasing development was, however, more than offset by the much lower selling prices for bioethanol, such that EBITDA adjusted for special items declined by 63% to 25.2 (68.5) million. The insufficient cost coverage of Ensus in the reporting period also contributed to the reduction in EBITDA. The materials expense ratio reached 85.8% (81.4%) of overall performance. Overall, EBITDA covered a significant part of investments. Operating profit / restructuring and special effects With depreciation rising slightly to 36.4 (33.5) million, the reduction in EBITDA also resulted in a decline in operating profit to (35.0) million. Based on the higher revenues, this gives rise to a negative operating margin of -1.4% (4.5%). In the 2014/15 financial year, CropEnergies incurred restructuring costs and special items totalling 28.4 (6.4) million, which mainly relate to the temporary closure of the production plant in Wilton amounting to 28.2 million. Income from operations Income from operations, as the sum of operating profit, earnings from entities consolidated at equity and special items, declined to (28.0) million. Financial result Despite a year-over-year increase in net financial debt, the net financial result improved to -3.7 (-4.7) million. Taxes on income Earnings before taxes declined to (23.3) million. Expenditure of 14.9 (11.3) million was posted for taxes on income in the reporting period. Of this, 3.2 (7.9) million was current tax expense and 11.7 (3.4) million was deferred tax expense. This includes an amount of 8.8 million from the reversal of deferred tax assets as a result of the temporary closure of the production plant in Wilton. Net earnings / loss for the year The group net loss for the year amounted to (12.0) million. Earnings per share Earnings per share declined to (0.14). The calculation is based on a time-weighted average of (86.4) million no-parvalue shares.

16 30 I Summary 2014/15 Summary 2014/15 I 31 Results of operations, financial position, assets and liabilities Results of operations, financial position, assets and liabilities Statement of changes in financial position thousands 2014/ /14 Gross cash flow 5,285 50,858 Change in net working capital 20,796-65,209 Net cash flow from operating activities 26,081-14,351 Investments in property, plant and equipment and intangible assets -31,636-18,182 Investments in acquisitions Cash received on disposal of non-current assets Cash flow from investing activities -31,484-18,314 Cash flow from financial activities 2,597 38,005 Change in cash and cash equivalents due to exchange rate changes -1, Change in cash and cash equivalents due to changes in entities included in consolidation Decrease (-)/ Increase (+) in cash and cash equivalents -4,152 5,829 As a result of the reduction in EBITDA to 25.2 (68.5) million, cash flow declined to 5.3 (50.9) million. Including the change in net working capital, cash flow from operating activities amounted to 26.1 (cash outflow: 14.4) million. The cash outflow from investing activities increased to a total of 31.5 (18.3) million and was largely attributable, at 31.2 (16.9) million, to investments in property, plant and equipment. They were used, in particular, to construct the new processing plant for the production of neutral alcohol in Zeitz as well as to improve yields and increase plant availability in Wanze. The receipt of financial liabilities amounting to 79.1 (88.8) million was offset by scheduled repayments of 67.8 (28.7) million and the dividend payment, in July 2014, of 8.7 (22.1) million. This resulted in a net cash outflow from financing activities of 2.6 (38.0) million. In the 2014/15 financial year, capital expenditure on property, plant and equipment increased to 31.2 (16.9) million. Of the total, 18.9 million was invested at CropEnergies Bioethanol GmbH, 7.2 million at BioWanze SA, 4.4 million at Ensus UK Ltd and 0.5 million at Ryssen Alcools SAS. In addition, a sum of 0.4 (1.3) million was invested in intangible assets. Assets and liabilities Total assets were 22.4 million below the previous year s level at (666.3) million. Shareholders equity declined, mainly due to the one-off cost from the temporary closure of the production plant in Wilton, to (395.3) million. The CropEnergies Group s equity ratio reached 52% (59%). ASSETS thousands 28/02/ /02/2014 Non-current assets 493, ,312 Current assets 150, ,993 Total assets 643, ,305 LIABILITIES AND SHAREHOLDERS EQUITY thousands 28/02/ /02/2014 Shareholders equity 331, ,344 Non-current liabilities 157, ,773 Current liabilities 154, ,188 Total liabilities and shareholders equity 643, ,305 Net financial debt 150, ,674 Debt-cash flow ratio Equity ratio 51.5 % 59.3 % Net financial debt in percent of equity 45.3 % 34.1 % Non-current assets declined by 9.0 million to million as of 28 February 2015, with deferred tax assets declining by 12.0 million to 10.8 million. As a result of investments and