Invitation to the Annual General Meeting SURTECO SE Buttenwiesen-Pfaffenhofen

Transcription

1 Invitation to the Annual General Meeting 2015 Buttenwiesen-Pfaffenhofen ISIN: DE WKN: We invite our shareholders to the ordinary Annual General Meeting to be held at the Sheraton München Arabellapark Hotel Arabellastraße Munich Germany on Friday, 26 June 2015, at a.m. I. AGENDA: 1. Submission of the audited annual financial statements and the approved consolidated financial statements, the management reports for SURTECO SE and the Group, including the explanatory report on the disclosures pursuant to 289 Section (4), 315 Section (4) of the German Commercial Code (Handelsgesetztbuch, HGB) and the Declaration on Company Management pursuant to 289a German Commercial Code (Handelsgesetztbuch, HGB), together with the Corporate Governance Report for the business year 2014, the proposal for appropriation of the net profit and the report by the Supervisory Board.

2 No resolution is anticipated in respect of agenda item 1, since there is no statutory requirement for a resolution to be passed and the Supervisory Board has already confirmed the annual financial statements and approved the consolidated financial statements. 2. Resolution on appropriation of net profit The Board of Management and the Supervisory Board propose that the net profit for the business year 2014 amounting to 16,898, euros ( ) be appropriated as follows: - Payment of a dividend of 10,854, This amounts to a dividend of 0.70 per no-par-value share for the 15,505,731 shares issued corresponding to a nominal participation in the capital stock of 1.00 for each no-par-value share. - Transfer to retained earnings of 6,000, Carry-forward of 44, The dividend is payable on 29 June Resolution on the discharge of the Board of Management for the business year 2014 The Supervisory Board and the Board of Management propose that the actions of the Board of Management be approved for the business year Resolution on the discharge of the Supervisory Board for the business year 2014 The Board of Management and the Supervisory Board propose that the actions of the Supervisory Board be approved for the business year Election of the Supervisory Board The periods of office of the Supervisory Board Members Dr.-Ing. Jürgen Großmann, Dr. Markus Miele and Dr. Matthias Bruse will come to an end when the Annual General Meeting ends on 26 June The Supervisory Board proposes the re-election of Dr.-Ing. Jürgen Großmann, Hamburg, engineer (Dipl.-Ing.), and Dr. Markus Miele, Gütersloh, industrial 2

3 engineer (Dipl.-Wirt.-Ing.) to the Supervisory Board. The Supervisory Board recommends the election of Mr. Wolfgang Moyses, Munich, Chairman of the Board of Management of SIMONA Aktiengesellschaft, Kirn, to replace outgoing member, Dr. Matthias Bruse. The election or re-election is carried out in all cases, unless the Annual General Meeting determines a shorter period of office, until the end of the Annual General Meeting which decides on the discharge of the Member of the Supervisory Board for the fourth business year after the commencement of his period of office. The business year in which the period of office commences is not included. The proposed candidates have the following memberships on other Supervisory Boards to be convened under statutory regulations and comparable German and international corporate governance bodies of business enterprises: Dr.-Ing. Jürgen Großmann: Member of the Supervisory Board of Deutsche Bahn AG, Berlin; Member of the Supervisory Board of British American Tobacco (Industrie) GmbH, Hamburg; BATIG Gesellschaft für Beteiligungen mbh, Hamburg; British American Tobacco (Germany) Beteiligungen GmbH, Hamburg; Member of the Board, Hanover Acceptances Limited, London; Chariman of the Board of Trustees of the RAG Foundation, Essen. Dr. Markus Miele: Member of the Supervisory Board of ERGO Versicherungsgruppe AG, Düsseldorf. Herr Wolfgang Moyses: Member of the Supervisory Board of Brabender Inc., South Hackensack; Member of the Customer Advisory Board of Landesbank Rheinland-Pfalz, Mainz. The election proposals set out above take account of the targets defined by the Supervisory Board for its composition. The proposed candidates are independent pursuant to Sub-section of the German Corporate Government Code. There are no personal and/or business 3

4 relationships between them and the companies of the SURTECO Group, the governance bodies of and with the shareholders with significant holdings in. The composition of the Supervisory Board is based on Article 10 of Directive (EC) No. 2157/2001 of the Council of Europe dated 8 October 2001 relating to the statute of the European Company (SE), Official Gazette (Amtsblatt) EC No. L 294 dated 10 November 2001, page 1 (hereinafter referred to as SE Directive ) in conjunction with 95 Sentence 2 of the Stock Corporation Act (Aktiengesetz, AktG) and 8 Section (1) of the Articles of Association. According to this, the Supervisory Board shall consist of nine members, which shall be elected by the Annual General Meeting, unless other arrangements for employee participation are defined in the agreement pursuant to the SE Participation Act (SE-Beteiligungsgesetz, SEBG). On the basis of the agreement dated 13 February 2007 pursuant to the SE Participation Act, three members of the Supervisory Board are sent by Works Councils of the SURTECO Group to the Supervisory Board as employee representatives in accordance with the terms of the agreement. The Annual General Meeting therefore has to elect a total of six members of the Supervisory Board as shareholder representatives. The Company is not subject to the Co-determination Act (Mitbestimmungsgesetz) 1976 nor the One-Third Co-Determination Act (Drittelbeteiligungsgesetz) or any other co-determination acts. The Annual General Meeting is not bound to election proposals for the Members of the Supervisory Board to be elected by the Annual General Meeting. 6. Approval of the profit transfer agreements between the company as the controlling company on the one hand, and Döllken-Weimar GmbH and Döllken-Kunststoffverarbeitung GmbH as dependent companies on the other hand Döllken-Weimar GmbH with registered office in Nohra and Döllken-Kunststoffverarbeitung GmbH with registered office in Gladbeck are wholly-owned subsidiary companies of W. Döllken & Co. GmbH with registered office in Gladbeck, which is in turn a wholly-owned subsidiary company of the listed company. As a result of restructuring of the sub-group Döllken of commenced at the beginning of 2015, the shares in Döllken- Weimar GmbH and Döllken-Kunststoffverarbeitung GmbH will no longer be held in future by W. Döllken & Co. GmbH, but will be held directly by 4

5 . Although the restructuring has already commenced, it could not be completed by the date when the invitation to the Annual General Meeting was sent out. Up until the end of 2014, profit-transfer agreements existed in each case between Döllken-Weimar GmbH and W. Döllken & Co. GmbH, Döllken- Kunststoffverarbeitung GmbH and W. Döllken & Co. GmbH, and W. Döllken & Co. GmbH and, in order to ensure the existence of a single entity for tax purposes with these companies. Following the restructuring, this single entity must now be re-established between and Döllken-Weimar GmbH, and between and Döllken-Kunststoffverarbeitung GmbH with effect from the beginning of the business year As a result of this requirement, a profit transfer agreement is being concluded between SURTECO SE as the controlling company and Döllken-Weimar GmbH as the dependent company. A profit transfer agreement is similarly being concluded between as the controlling company and Döllken-Kunststoffverarbeitung GmbH as the dependent company. Apart from registration in the Company Register of the dependent company, the profit transfer agreements require the approval of the Shareholders Meeting of the dependent company and the approval of the Annual General Meeting of in order to be legally valid. Accordingly, the Board of Management and the Supervisory Board propose the following resolutions for approval: a) The conclusion of the profit transfer agreement between as the controlling company and Döllken-Weimar GmbH as the dependent company, as included in draft form as Annex 1 of this invitation, is hereby approved. b) The conclusion of the profit transfer agreement between as the controlling company and Döllken-Kunststoffverarbeitung GmbH as the dependent company, as included in draft form as Annex 2 of this invitation, is hereby approved. The profit transfer agreements should be concluded as soon as the restructuring has been completed and all shares in the dependent companies are held directly by. The approvals of the Shareholders Meetings of the dependent companies should also be granted. The profit transfer agreements should then be entered in the Company Registers of the dependent companies. 5

6 The Board of Management of and the shareholders of the dependent companies have in each case submitted a joint report pursuant to 293a Stock Corporation Act (Aktiengesetz, AktG) in which the relevant profit transfer agreement is explained and substantiated. Since the shares in the dependent companies are currently not yet in the hands of the controlling company, an audit by a contract auditor pursuant to 293b Section (1) Stock Corporation Act (Aktiengesetz, AktG) is furthermore required for the profit transfer agreements. The audit reports of RöverBrönnerSusat GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Berlin, as a courtappointed auditor and the joint reports of the Board of Management and the Managing Directors can be accessed on the Internet portal of together with the other documents to be published from the day on which the Annual General Meeting is convened. Access to all the documents to be published will also be provided at the Annual General Meeting. It is intended to allow the Annual General Meeting to have a separate vote on approval to each profit transfer agreement. 7. Election of the auditor of the financial statements and the auditor for carrying out the audit inspection of interim financial statements for the business year 2015 The Supervisory Board proposes, based on the recommendation of its Audit Committee, to appoint PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Munich, as the auditor of the financial statements and the auditor of the consolidated financial statements for the business year This also includes appointment of the auditor to carry out the audit inspection of the interim financial reports which are prepared for presentation to the ordinary Annual General Meeting for 2016, insofar as the audit inspection of such interim financial reports is commissioned. 6

7 II. FURTHER INFORMATION ON CONVENING 1. Total number of shares and voting rights on the date of convening the Annual General Meeting On the date of convening the Annual General Meeting, the capital stock of the Company amounts to nominally 15,505, It is divided into 15,505,731 no-par-value shares corresponding to a nominal participation in the capital stock of 1.00 for each no-par-value share. All no-par-value shares are ordinary shares. Each ordinary share is granted one vote at the Annual General Meeting. On the date of convening the Annual General Meeting, there is therefore a total of 15,505,731 votes. 2. Participation and exercise of the voting right; record date for verification Shareholders shall only be entitled to participate in the Annual General Meeting and exercise their voting right pursuant to 15 of the Articles of Association if they have registered in text form in the German or English language at the following address by the end of 19 June 2015: c/o Commerzbank AG GS-MO General Meetings Frankfurt am Main Germany Fax +49 (0) 69/ hv-eintrittskarten@commerzbank.com The shareholders must provide verification of their authorization to participate in the Annual General Meeting and to exercise their voting right. For this purpose, a written verification in the German or English language relating to the share ownership issued by the institution managing the securities account must have been submitted before the end of 19 June The verification must relate to the start of 5 June 2015 (record date). As far as the Company is concerned, the only person entitled to participate in the Annual General Meeting and exercise the voting right as a shareholder is the person who has provided verification of ownership of the shareholding. The authorization to participate or the scope of the voting right is based solely on the ownership of the shareholding on the record date of the verification. The record date is not associated with any vesting period for the disposal of the shareholding. Even if the shareholding is disposed of entirely or in part after the 7

8 record date, the shareholding ownership of the shareholder on the record date is the sole point of reference for the participation in the Annual General Meeting and the scope of the voting right. Disposals of shares after the record date therefore exert no effects on the authorization for participation and on the scope of the voting right. The same principle applies to acquisitions and additional purchases of shares after the record date. Persons who do not own any shares on the record date and only purchase shares after that date are only entitled to participate in the Annual General Meeting and exercise voting rights, if they have been granted a power of attorney by the seller or have been authorized to exercise such rights. 3. Proxy voting a) Granting power of attorney to a third party The shareholder can also exercise his/her voting rights by appointing a proxy of his or her choice. The form printed on the reverse of the admission card can be used to grant power of attorney to a proxy. The appointment should be received as soon as possible by the securities clearing and deposit bank, in order to ensure that the admission card is received in good time. The grant of the power of attorney to the proxy, its revocation and verification of the power of attorney with respect to the Company must be provided in text form. The shareholders can send a power of attorney of this nature and revocation of the said power of attorney to the following postal address and address: Johan-Viktor-Bausch-Straße Buttenwiesen-Pfaffenhofen Germany Fax +49 (0) 8274/ s.gruettner@surteco.com. If a bank, a shareholders association or another of the institutions or persons deemed to be equivalent in 135 Section (8) or Section (10) Stock Corporation Act (Aktiengesetz, AktG) is to be granted a power of attorney, there is no requirement for the text form pursuant to the law. However, we draw attention to the fact that in these cases the institutions or persons to be granted authorization may request a special form of power of attorney, because they have to record the power of attorney verifiably pursuant to 135 Section (1) Sentence 2 Stock Corporation Act (Aktiengesetz, AktG). Therefore, if you want a bank, a 8

9 shareholders association or another of the institutions or persons deemed to be equivalent in 135 Section (8) or Section (10) Stock Corporation Act (Aktiengesetz, AktG) to be granted authorization, you should agree a possible form of power of attorney with these institutions or persons. b) Grant of power of attorney to proxies nominated by the Company We also offer our shareholders the possibility of authorizing a proxy nominated by the Company to represent the shareholder in casting votes at the Annual General Meeting. The proxies must be granted a power of attorney and given instructions on exercising the voting right. The form printed on the front of the admission card can be used for this purpose. The proxies are bound to vote in accordance with the instructions. The grant of the power of attorney to the proxy, its revocation and the verification of the power of attorney with respect to the Company must be provided in text form. The shareholders can send a power of attorney of this nature to the following postal address and address: Johan-Viktor-Bausch-Straße Buttenwiesen-Pfaffenhofen Germany Fax +49 (0) 8274/ s.gruettner@surteco.com If the shareholder authorizes more than one person, the Company shall be entitled to refuse entry to one or more of these persons. 4. Supplementary motions to the Agenda at the request of a minority in accordance with Articles 53 and 56 of the SE Directive, 50 Section (2) of the SE Implementation Act (SE-Ausführungsgesetz, SEAG) and 122 Section (2) Stock Corporation Act (Aktiengesetz, AktG) Shareholders whose shares together make up at least 5 % of the capital stock or the proportionate amount of 500,000 of the capital stock corresponding to 500,000 no-par-value shares can request pursuant to Articles 53, 56 SE Directive in conjunction with 50 Section (2) SEAG (SE-Ausführungsgesetz, SEAG) and 122 Section (2) Stock Corporation Act (Aktiengesetz, AktG) that items are placed on the Agenda and announced. The requested agenda items (as necessary in the form of one or several resolution items) must be formulated such that the 9

10 Board of Management can announce these pursuant to the requirements of 124 (Aktiengesetz, AktG). A verification that the shareholder acquired and held the shares for a period of at least three months prior to the motion ( 122 Section (1) and (2) in conjunction with 142 Section (2) Sentence 2 Stock Corporation Act (Aktiengesetz, AktG)) is not necessary because the SE Directive as a higher instance of law does not contain a requirement of this nature. Supplementary motions together with a justification or proposals for a resolution must be received in writing by the Company at the latest by the end of 26 May 2015 at Johan-Viktor-Bausch-Straße Buttenwiesen-Pfaffenhofen Germany Fax +49 (0) 8274/ s.gruettner@surteco.com. If the supplementary motions have been received punctually and are subject to a mandatory requirement for announcement, they are immediately announced in the Official Gazette of the Federal Republic of Germany (Bundesanzeiger) after receipt of the request and disseminated throughout Europe, made accessible on the Internet site of the Company ( via the link Investor Relations and the link Annual General Meeting ) and communicated to the shareholders together with the notification convening the Annual General Meeting pursuant to 125 Section (10) Sentence 3 Stock Corporation Act (Aktiengesetz, AktG). Any statements on administration are also announced in the same way. 5. Motions and election proposals by shareholders pursuant to Article 53 SE Directive and 126 Section (1), 27 Stock Corporation Act (Aktiengesetz, AktG) Pursuant to Article 53 SE Directive and 126 Section (1) Stock Corporation Act (Aktiengesetz, AktG), motions from shareholders should be sent to the following address only up to 14 days at the latest before the day of the Annual General Meeting, i.e. at the latest by 11 June 2015: Johan-Viktor-Bausch-Straße Buttenwiesen-Pfaffenhofen Germany 10

11 Fax +49 (0) 8274/ Counter-motions by shareholders to be announced with the name of the shareholder and the justification are immediately published following receipt of the request at the Internet address via the link Investor Relations and the link Annual General Meeting. Any statements on administration are announced in the same way. In relation to the proposal by a shareholder for election of Supervisory Board members or appointment of auditors, the above provisions on 126 Section (1) Stock Corporation Act (Aktiengesetz, AktG) are applicable (including the address given there) pursuant to 127 Stock Corporation Act (Aktiengesetz, AktG) in accordance with the requirement that the election proposal does not have to be justified by the shareholder. Motions and election proposals and their justifications do not have to be made accessible by the Company pursuant to 126 Section (2) Stock Corporation Act (Aktiengesetz, AktG), 1. insofar as the Board of Management would contravene statutory legislation by the act of making accessible, 2. if the counter-motion would lead to a resolution of the Annual General Meeting that breached the statutory legislation or the regulations of the Articles of Association, 3. if key points of the justification contain significant items that are obviously incorrect or if they include insulting statements, 4. if a counter-motion of the shareholder based on the same facts has already been made accessible for an Annual General Meeting of the Company pursuant to 125 Stock Corporation Act (Aktiengesetz, AktG), 5. if the same counter-motion of the shareholder with essentially the same justification has already been put before at least two Annual General Meetings of the Company pursuant to 125 Stock Corporation Act (Aktiengesetz, AktG) within the past five years and less than one twentieth of the represented capital stock cast their votes for it, 6. if the shareholder states that he/she will not take part in the Annual General Meeting and will not be represented at the Annual General Meeting, or 11

12 7. if the shareholder has submitted a counter-motion notified by him/her during the past two years in two Annual General Meetings or has not caused such counter-motion to be submitted. The justification does not have to be made accessible, if it is overall more than 5000 characters. The Board of Management is also not required to make election proposals submitted by shareholders accessible apart from in the said cases of 126 Section (2) Stock Corporation Act (Aktiengesetz, AktG), if they do not include the information pursuant to 124 Section (3) Sentence 4 Stock Corporation Act (Aktiengesetz, AktG) (name, current vocation, and place of residence) and in the case of election proposals for Supervisory Board members pursuant to 125 Section (1) Sentence 5 Stock Corporation Act (Aktiengesetz, AktG) (details of memberships in other Supervisory Boards to be formed pursuant to statutory regulations). If several shareholders submit counter-motions on the same subject of resolution, the Board of Management can merge the counter-motions and their justifications. A counter-motion or an election proposal can still be submitted at the Annual General Meeting, if it is not previously sent to the Company within the period of the deadline defined in 126 Section (1) Stock Corporation Act (Aktiengesetz, AktG). By the same token, a counter-motion or election proposal submitted previously to the Company must be expressly put to the Annual General Meeting, even if was made accessible beforehand. 6. Right to information of the shareholder pursuant to Article 53 SE Directive and 131 Section (1) Stock Corporation Act (Aktiengesetz, AktG) Pursuant to Article 53 SE Directive and 131 Section (1) Stock Corporation Act (Aktiengesetz, AktG), every shareholder must on request be provided with information about the affairs of the Company by the Board of Management, if they are required to facilitate an objective assessment of the items on the agenda. The disclosure obligation of the Board of Management also relates to the legal and business relationships of the Company to affiliated enterprises and to the position of the Group and the companies incorporated in the consolidated financial statements (see 131 Section (1) Sentence 2 and Sentence 4 Stock Corporation Act (Aktiengesetz, AktG). Under certain circumstances more specifically defined in 131 Section (3) of the Stock Corporation Act (Aktiengesetz, AktG), the Board of Management may 12

13 refuse to provide the information. Further explanations are given on the Internet site of the Company at via the link Investor Relations and via the link Annual General Meeting. 7. Internet site of the Company that provides access to information pursuant to Article 53 SE Directive in conjunction with 124a Stock Corporation Act (Aktiengesetz, AktG) This convening of the Annual General Meeting, the documents to be made accessible and the motions by shareholders and other information is also available on the Internet site of the Company under via the link Investor Relations and via the link Annual General Meeting. 8. Public documents The documents specified under Agenda items 1 and 6 can also be inspected at the business premises of the Company at Johan-Viktor-Bausch-Strasse 2, Buttenwiesen-Pfaffenhofen, Germany, as well as on the Internet site of the Company under They will also be sent free of charge to the shareholders. The documents will also be accessible in the Annual General Meeting and further explanations will be provided there. 9. Announcement of this invitation The convening of the Annual General Meeting was announced in the Bundesanzeiger (Federal Gazette) on 18 May Buttenwiesen-Pfaffenhofen, May 2015 The Board of Management 13

14 DRAFT Profit transfer agreement between Johan-Viktor-Bausch-Straße 2, Buttenwiesen-Pfaffenhofen, Germany as the controlling company and Döllken-Weimar GmbH Stangenallee 3, Nohra, Germany as the dependent company Preamble with registered office in Buttenwiesen-Pfaffenhofen and registered in the Company Register of the Local Court (Amtsgericht) Augsburg under HRB is the sole shareholder of Döllken-Weimar GmbH with registered office in Nohra and registered in the Company Register of the Local Court (Amtsgericht) Jena under HRB A profit-and-loss transfer agreement dated 3 September 2009 existed between W. Döllken & Co. GmbH as the controlling company and Döllken-Weimar GmbH as the dependent company on 1 January The shares held by W. Döllken & Co. GmbH as the transferor company in Döllken-Weimar GmbH were split off and transferred to Döllken Verwaltungs- und Beteiligungs GmbH as the transferee company by way of the split-off. was the sole shareholder of Döllken Verwaltungs- und Beteiligungs GmbH. Döllken Verwaltungs- und Beteiligungs GmbH was then merged to Döllken-Weimar GmbH with the consequence that since then has been sole shareholder of Döllken-Weimar GmbH. The split-off and merger was based on the reference date pursuant to 5 Section (1) No. 6 Transformation Act (Umwandlungsgesetz, UmwG) in each case at h on 1 January The existing profit-and-loss agreement between W. Döllken & Co. GmbH and Döllken-Weimar GmbH was initially transferred following the split-off to Döllken Verwaltungs- und Beteiligungs GmbH as the new controlling company. As a result of the subsequent merger of Döllken Verwaltungs- und Beteiligungs GmbH to Döllken-Weimar GmbH, the profit-and-loss agreement was subsequently extinguished through confusion (merger of the controlling company with the dependent company). In view of this fact, and Döllken-Weimar GmbH hereby conclude this profit transfer agreement. 14

15 1 Profit transfer 1.1 Döllken-Weimar GmbH shall for the first time transfer to all of its profit for the company s business year commencing on 1 January Profit is deemed to be subject to the formation or release of other retained earnings in accordance with 1.2 the net income without the formation of profit transfer, reduced by any loss carried forward from the previous year and by the amount excluded from distribution pursuant to 268 (8) German Commercial Code (Handelsgesetzbuch, HGB). 1.2 Döllken-Weimar GmbH may only transfer amounts from net income into retained earnings ( 272 Section (3) German Commercial Code (Handelsgesetzbuch, HGB)) insofar as this is permitted under commercial law and is justified in business terms on the basis of a prudent commercial appraisal. 1.3 Other retained earnings which were formed during the course of this contract shall be released on request by and transferred as profit. The transfer of amounts from the release of additional capital paid in ( 266 Section (3) A II German Commercial Code (Handelsgesetzbuch, HGB)), which were formed before or during the duration of this contract, and of retained earnings ( 266 Section (3) A III German Commercial Code (Handelsgesetzbuch, HGB)) or profits carried forward ( 266 Section (3) A IV German Commercial Code (Handelsgesetzbuch, HGB)), which were formed before this contract came into force, is excluded. 1.4 Overall, the profit transfer must not exceed the amount designated in 301 Stock Corporation Act (Aktiensgesetz, AktG) in the relevant applicable version. 2 Loss assumption shall assume any loss in accordance with the regulations of 302 Stock Corporation Act (Aktiengesetz, AktG ) in the relevant valid version. 3 Contract duration and validity 3.1 This contract is concluded subject to the approval of the Annual General Meeting of SURTECO SE and the Shareholders Meeting of Döllken-Weimar GmbH. It will be applied in this version for the first time to the business year of Döllken-Weimar GmbH which begins as of 1 January The contract is concluded for an unlimited period but for at least five (5) years from 1 January 2015 and notice can be served in writing on the contract for the first time with effect from 31 December 2019 with a period of notice of six (6) months. Thereafter notice can be served on the contract in each case with a period of notice of six (6) months with effect to the end of a business year of Döllken-Weimar GmbH. 3.3 Notwithstanding subsection 3.2, notice can be served on the contract at any time for good cause without observing any period of notice. Good cause is deemed in particular to be 15

16 a) the disposal or other transfer of all shares or at any rate of shares in Döllken-Weimar GmbH amounting to a total nominal amount, whereby the transfer of such shares would have the effect that the prerequisites for financial integration of Döllken-Weimar GmbH into pursuant to tax law would no longer apply, b) the calling in of the shareholding in Döllken-Weimar GmbH by, c) the conversion, in particular a change in corporate form, merger, split-up or split-off, spinoff or liquidation of or Döllken-Weimar GmbH, d) the relocation of the registered place of business or administration of Döllken-Weimar GmbH or abroad, if as a result of this the existence of a single entity for tax purposes no longer applies, e) the entry of an outside shareholder subject to corresponding application of 307 Stock Corporation Act (Aktiengesetz, AktG). 4 Miscellaneous 4.1 This contract shall be governed exclusively by the law of the Federal Republic of Germany. 4.2 If any provision of this contract is entirely or partly invalid or unenforceable, the validity of the other provisions shall not be affected by this. The invalid or unenforceable provision shall be replaced by a regulation which by place, time, extent and scope corresponds as closely as possible to the commercial purpose intended by the contracting parties with the invalid or unenforceable provision. The same applies to any loopholes in this contract. Buttenwiesen-Pfaffenhofen/Nohra, dated [ ] Döllken-Weimar GmbH Dr.-Ing. Herbert Müller as solely authorized Member of the Board of Management Hartwig Schwab Wolfgang Breuning as jointly authorized Managing Directors 16

17 DRAFT Annex 2 Profit Transfer Agreement between Johan-Viktor-Bausch-Straße 2, Buttenwiesen-Pfaffenhofen, Germany as the controlling company and Döllken-Kunststoffverarbeitung GmbH Beisenstraße 50, Gladbeck, Germany as the dependent company Preamble with registered office in Buttenwiesen-Pfaffenhofen and registered in the Company Register of the Local Court (Amtsgericht) Augsburg under HRB is the sole shareholder of Döllken-Kunststoffverarbeitung GmbH with registered office in Gladbeck and registered in the Company Register of the Local Court (Amtsgericht) Gelsenkirchen under HRB A profit-and-loss transfer agreement dated 25 April 2002 existed between W. Döllken & Co. GmbH as the controlling company and Döllken-Kunststoffverarbeitung GmbH as the dependent company which was cancelled by mutual agreement with effect from the end of 31 December W. Döllken & Co. GmbH was merged as the transferor company to Döllken- Kunststoffverarbeitung GmbH. The merger was based on the reference date pursuant to 5 Section (1) No. 6 Transformation Act (Umwandlungsgesetz, UmwG) at h on 1 January After the merger came into force, is the sole shareholder of Döllken- Kunststoffverarbeitung GmbH. In view of this fact, and Döllken-Kunststoffverarbeitung GmbH hereby conclude this profit transfer agreement. 1 Profit transfer 1.1 Döllken-Kunststoffverarbeitung GmbH shall for the first time transfer to all of its profit for the company s business year commencing on 1 January Profit is deemed to be subject to the formation or release of other retained earnings in accordance with 1.2 the net income without the formation of the profit transfer, reduced by any loss carried forward from the previous year and by the amount excluded from distribution pursuant to 268 Section (8) German Commercial Code (Handelsgesetzbuch, HGB). 17

18 1.2 Döllken-Kunststoffverarbeitung GmbH may only transfer amounts from net income into retained earnings ( 272 Section (3) German Commercial Code (Handelgesetzbuch, HGB)) insofar as this is permitted under commercial law and is justified in business terms on the basis of a prudent commercial appraisal. 1.3 Other retained earnings which were formed during the course of this contract shall be released on request by and transferred as profit. The transfer of amounts from the release of additional capital paid in ( 266 Section (3) A II German Commercial Code (Handelsgesetzbuch, HGB)), which were formed before or during the duration of this contract, and of retained earnings ( 266 Section (3) A III German Commercial Code (Handelsgesetzbuch, HGB)) or profits carried forward ( 266 Section (3) A IV German Commercial Code (Handelsgesetzbuch, HGB)), which were formed before this contract came into force, is excluded. 1.4 Overall, the profit transfer must not exceed the amount designated in 301 Stock Corporation Act (Aktiengesetz, AktG) in the relevant applicable version. 2 Loss assumption shall assume any loss in accordance with the regulations of 302 Stock Corporation Act (Aktiengesetz, AktG) in the relevant valid version. 3 Contract duration and validity 3.1 This contract is concluded subject to the approval of the Annual General Meeting of SURTECO SE and the Shareholders Meeting of Döllken-Kunststoffverarbeitung GmbH. It will be applied in this version for the first time to the business year of Döllken-Kunststoffverarbeitung GmbH which begins as of 1 January The contract is concluded for an unlimited period but for at least five (5) years from 1 January 2015 and notice can be served in writing on the contract for the first time with effect from 31 December 2019 with a period of notice of six (6) months. Thereafter notice can be served on the contract in each case with a period of notice of six (6) months with effect to the end of a business year of Döllken-Kunststoffverarbeitung GmbH. 3.3 Notwithstanding subsection 3.2, notice can be served at any time on the contract for good cause without observing any period of notice. Good cause is deemed in particular to be a) the disposal or other transfer of all shares or at any rate of shares in Döllken- Kunststoffverarbeitung GmbH amounting to a total nominal amount, whereby the transfer of such shares would have the effect that the prerequisites for financial integration of Döllken- Kunststoffverarbeitung GmbH into pursuant to tax law would no longer apply, b) the calling in of the shareholding in Döllken-Kunststoffverarbeitung GmbH by SURTECO SE, 18

19 c) the conversion, in particular a change in corporate form, merger, split-up or split-off, spin-off or liquidation of or Döllken-Kunststoffverarbeitung GmbH, d) the relocation of the registered place of business or administration of Döllken- Kunststoffverarbeitung GmbH or abroad, if as a result of this the existence of a single entity for tax purposes no longer applies, e) the entry of an outside shareholder subject to corresponding application of 307 Stock Corporation Act (Aktiengesetz, AktG). 4 Miscellaneous 4.1 This contract shall be governed exclusively by the law of the Federal Republic of Germany. 4.2 If any provision of this contract is entirely or partly invalid or unenforceable, the validity of the other provisions shall not be affected by this. The invalid or unenforceable provision shall be replaced by a regulation which by place, time, extent and scope corresponds as closely as possible to the commercial purpose intended by the contracting parties with the invalid or unenforceable provision. The same applies to any loopholes in this contract. Buttenwiesen-Pfaffenhofen/Gladbeck, dated [ ] Döllken-Kunststoffverarbeitung GmbH Dr.-Ing. Herbert Müller as solely authorized Member of the Board of Management Peter Schulte Frank Michael Bruns as jointly authorized Managing Directors 19