Invitation to the Annual General Meeting [ LIVING OUR VALUES ] 10:30 a.m., May 28, 2013 at the Kurhaus Freudenstadt

Transcription

1 Invitation to the Annual General Meeting [ LIVING OUR VALUES ] 10:30 a.m., May 28, 2013 at the Kurhaus Freudenstadt

2 KEY GROUP FIGURES Total sales revenue EUR million Sales revenue Germany EUR million Sales revenue other EU countries EUR million Sales revenue other European countries EUR million Sales revenue North America EUR million Sales revenue Central/South America EUR million Sales revenue Asia/Pacific EUR million Sales revenue Africa EUR million operative EBITDA 1) 2) EUR million operative EBITDA 1) 2) as % of sales revenue EBIT 1) EUR million EBIT 1) as % of sales revenue EBT EUR million EBT as % of sales revenue Net profit/loss - before non-controlling interests EUR million after non-controlling interests EUR million Earnings per share 3) EUR ROCE 4) after taxes as % HVA 5) as % Free cash flow 6) EUR million Equity as of the reporting date EUR million Equity ratio as % Net liabilities to banks EUR million Net debt to EBITDA ratio 7) Investments/capitalized intangible assets 8) EUR million Investments in property, plant and equipment 8) EUR million Amortization of intangible assets 8) EUR million Depreciation of property, plant and equipment 8) EUR million Employees annual average 5,075 5,110 4,981 5,158 thereof trainees annual average Order intake accumulated 9) EUR million Order backlog as of the reporting date 9) EUR million ) Before taking into account employee profit participation 2) Before restructuring/non-recurring expenses 3) Net profit/loss after non-controlling interests, based on 15,668,000 shares 4) (Adjusted EBIT 1) 2) x 70%)/capital employed (non-current assets + net working capital) (assumed tax rate of 30%) 5) ROCE after taxes less weighted average cost of capital 6) Cash flow from operating activities plus cash flow from investing activities 7) Net liabilities to banks/operative EBITDA (before employee profit participation and before restructuring/non-recurring expenses) 8) Excluding leases 9) Order intake and order backlog only contain own machines without merchandise, spare parts and services

3 Homag Group AG with registered offices in Schopfloch ISIN: DE Security identification number: Invitation to the 2013 Annual General Meeting We hereby invite you, our shareholders, to the annual general meeting of Homag Group AG, to be held on Tuesday, May 28, 2013, at 10:30 a.m. at the Kurhaus Freudenstadt, Lauterbadstrasse 5, Freudenstadt.

4 4 Agenda 1. Presentation of the approved financial statements and the ratified consolidated financial statements as of December 31, 2012, the proposal of the management board for the appropriation of the net retained profit, the combined management report for Homag Group AG and the Group, the report of the supervisory board and the explanatory report of the management board on the disclosures pursuant to Sec. 289 (4) and (5) and Sec. 315 (4) HGB [ Handelsgesetzbuch : German Commercial Code], in each case for the 2012 fiscal year ended December 31, 2012 Explanations as to why a resolution is not to be passed on this item of the agenda are available on the Company s website under: 2. Resolution on the appropriation of net retained profit The management board and the supervisory board propose that the net retained profit for fiscal year 2012 of EUR 30,665, reported in the approved financial statements of Homag Group AG be used as follows: Distribution of a dividend of EUR 0.25 per participating no-par value share on 15,688,000 participating no-par value shares EUR 3,922, Profit carryforward EUR 26,743, Retained net profit EUR 30,665,996.13

5 5 [ PARTNERSHIP ] 3. Resolution to exonerate the members of the management board The management board and supervisory board propose to exonerate the members of the management board for the fiscal year Resolution to exonerate the members of the supervisory board The management board and supervisory board propose to exonerate the members of the supervisory board for the fiscal year Election of auditor of the financial statements and the consolidated financial statements for the fiscal year 2013 Upon the recommendation of the audit committee, the supervisory board proposes engaging Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditor of the financial statements and the consolidated financial statements for the fiscal year This auditor will also perform any review of the interim financial reports, if such a review is performed. 6. Resolution on the creation of a new authorized capital with the option of precluding the subscription rights of shareholders and the corresponding amendment of the articles of incorporation and bylaws The authorizations of the management board granted by resolution of the annual general meeting of June 22, 2007 to issue new shares with the approval of the supervisory board (authorized capital) expired upon the end of

6 6 Agenda June 30, 2008 ( authorized capital I ) and upon the end of May 31, 2012 ( authorized capital II ). In order to provide the Company more room to maneuver maneuver in order to generate further growth in particular, a new authorized capital is to be created. The board of management and the supervisory board thus propose that the following resolution be passed: a) The management board is authorized to increase, subject to the approval of the supervisory board, the Company s capital stock by a maximum amount of EUR 3,922, (in words: three million nine hundred and twenty-two thousand point zero zero euro) until April 30, 2018 by issuing, once or several times, new no-par value bearer shares in return for contributions in cash and/or kind ( authorized capital ). The shareholders must be granted subscription rights. However, the management board is authorized, subject to the approval of the supervisory board, to preclude the subscription rights of shareholders for fractional amounts. The management board will be authorized, subject to the approval of the supervisory board, to decide on further details of a capital increase from authorized capital. The supervisory board is authorized, in the event that the authorized capital is used, to amend the wording of the articles of incorporation and bylaws accordingly. b) Art. 4 (2) of the articles of incorporation and bylaws of the Company are to be amended as follows: (2) The management board is authorized to increase, subject to the approval of the supervisory board, the Company s capital stock by a maximum amount of EUR 3,922, (in words: three million nine hundred and twenty-two thousand point zero zero euro) until April 30, 2018 by issuing, once or several times, new no-par value bearer shares in return for contributions in cash and/or kind ( authorized capital ).

7 The shareholders must be granted subscription rights. However, the management board is authorized, subject to the approval of the supervisory board, to preclude the subscription rights of shareholders for fractional amounts. The management board is authorized, subject to the approval of the supervisory board, to decide on further details of a capital increase from authorized capital. The supervisory board is authorized, in the event that the authorized capital is used, to amend the wording of the articles of incorporation and bylaws accordingly. c) Art. 4 (3) of the articles of incorporation and bylaws will be deleted without replacement, such that the previous Art. 4 (4) will become Art. 4 (3). Report by the management board on agenda item 6 pursuant to Sec. 203 (2) Sentence 2 in conjunction with Sec. 186 (4) Sentence 2 AktG The management board has issued a written report explaining why it wishes to be granted discretionary power to decide on the preclusion of subscription rights pursuant to agenda item 6 a). From the day on which the annual general meeting is convened, the report will be available at the Company s business premises for inspection by shareholders and will be accessible on the internet at: Upon request, the report will be dispatched to shareholders free of charge and without delay. The contents of the report are as follows: Under agenda item 6, a proposal is made to authorize the management board to increase, subject to the approval of the supervisory board, the Company s capital stock by a maximum amount of EUR 3,922, until April 30, 2018 by issuing, once or several times, new no-par value

8 8 Agenda bearer shares in return for contributions in cash and/or kind. As a rule, shareholders must be granted subscription rights. However, the management board is authorized under agenda item 6 lit. a), second paragraph, subject to the approval of the supervisory board, to preclude fractional amounts from the subscription rights. Such fractional amounts can result due to the amount of the respective emission volume and the realization of a practicable subscription ratio. The authorization requested to preclude subscription rights for fractional amounts enables a capital increase with an even subscription ratio. This makes the execution of the shareholders subscription rights easier. If the subscription rights were not precluded for fractional amounts, the technical execution of the capital increase and the exercise of subscription rights would be substantially more difficult. New shares that are precluded from the shareholders subscription rights as fractional amounts will be put to best use on behalf of the Company, either by sale on the stock exchange or otherwise. 7. Resolution on the approval to conclude a domination and profit transfer agreement between Homag Group AG and Brandt Kantentechnik GmbH Homag Group AG holds all of the shares in Brandt Kantentechnik GmbH, Lemgo. Homag Group AG and Brandt Kantentechnik GmbH intend to conclude a domination and profit transfer agreement worded as follows (translation of the German original): between Domination and profit transfer agreement (1) Homag Group AG, Homagstraße 3-5, Schopfloch, represented by the management board,

9 9 and - hereinafter also referred to the Controlling Company - (2) Brandt Kantentechnik GmbH, Weststraße 2, Lemgo, represented by the managing directors, - hereinafter also referred to as the Controlled Company - PREAMBLE (A) (B) (C) The Controlled Company with registered offices in Lemgo is entered in the commercial register of Lemgo Local Court under HRB The Controlling Company with registered offices in Schopfloch, which is entered in the commercial register of Stuttgart Local Court under HRB , holds all of the shares in the Controlled Company. The Controlling Company and the Controlled Company intend to conclude a domination and profit transfer agreement ( Agreement ) subject to the following conditions. Now, therefore, the contracting parties agree the following: 1 Control (1) The Controlled Company submits itself to control by the Controlling Company. (2) Accordingly the Controlling Company is entitled to issue instructions to the Controlled Company s management as regards control over the Controlled Company. The Controlled

10 10 Tagesordnung Agenda der Hauptversammlung Company s management is obligated to follow these instructions. The Controlled Company s management and representatives remain responsible for managing the Controlled Company. (3) The Controlling Company will issue instructions through its management board or to the extent legally permissible through persons commissioned by it specifying the scope and duration of the authority to issue instructions. The diligence of a prudent and conscientious business manager must be exercised when executing instructions. (4) Instructions must be issued in writing, by fax or ; or if issued orally, must be confirmed by fax or immediately. (5) The Controlling Company is not permitted to issue instructions to the Controlled Company s management to amend, maintain or terminate this Agreement. 2 Profit transfer (1) The Controlled Company undertakes in accordance with the corresponding current wording of Sec. 301 AktG [ Aktiengesetz : German Stock Corporation Act] to transfer all of its profits to the Controlling Company. The net profit for the year generated irrespective of any profit transfer less any loss carryforwards from the prior year and the non-distributable amount pursuant to Sec. 268 (8) HGB [ Handelsgesetzbuch : German Commercial Code] will be transferred, subject to the creation or reversal of other revenue reserves pursuant to (2) below. (2) Subject to the approval of the Controlling Company, the Controlled Company is entitled to

11 11 [ RELIABILITY ] transfer amounts from the net profit for the year to the revenue reserves (Sec. 272 (3) HGB) to the extent permitted under commercial law and economically justified by prudent business judgment. Upon the Controlling Company s request, other revenue reserves created pursuant to Sec. 272 (3) HGB over the term of the Agreement will be released and will be used to offset a net loss for the year or transferred as profit. It is not permitted for the revenue reserves within the meaning of Sec. 272 (3) HGB that were formed prior to the inception of this Agreement to be transferred as profit or to be used to offset a net loss for the year. The same applies to capital reserves (Sec. 272 (2) HGB) formed prior to or during this Agreement. 3 Loss absorption (1) The Controlling Company is obligated in accordance with the provisions of Sec. 302 AktG, the corresponding current wording of which will apply to this Agreement, to absorb losses. (2) The Controlling Company is only entitled to counter the Controlled Company s claim to have its losses absorbed in accordance with (1) above by requiring offsetting against its own claims or by asserting a right of retention, if and to the extent that the Controlling Company s claim is justified. The claim is not justified in particular if the Controlled Company s ability to continue as a going concern is in jeopardy. 4 Information right The Controlling Company is entitled to review at any time the ledgers and other business documents of the Controlled Company. The Controlled Company s management is obligated to disclose at any time to the

12 12 Agenda Controlling Company all of the information requested by the latter concerning all legal, business and organizational matters of the Controlled Company. 5 Ratification of the financial statements (1) The financial statements of the Controlled Company must be prepared and ratified prior to the financial statements of the Controlling Company. (2) If the fiscal years of the Controlled Company and the Controlling Company match, the profit or loss for the year of the Controlled Company to be transferred must be recorded in the financial statements of the Controlling Company for the same fiscal year. If the fiscal year of the Controlling Company ends later than the fiscal year of the Controlled Company, the net profit or loss of the Controlled Company to be transferred must be recorded in the financial statements of the Controlling Company for the current fiscal year of the Controlling Company. 6 Effective date, duration and termination of the Agreement (1) The Agreement is subject to the conditions precedent that it is approved by the annual general meeting of the Controlling Company and the shareholder meeting of the Controlled Company. (2) The Agreement enters into effect upon its entry in the commercial register of the Controlled Company but not prior to the fulfillment of all conditions precedent set out in (1) above. The Agreement is effective with the exception of the right to issue instructions pursuant to (1) above, which exists upon entering into effect

13 13 retroactively for the fiscal year of the Controlled Company in which this Agreement is entered in the commercial register of the Controlled Company. (3) The agreement will be concluded for an unlimited period. It can be terminated with a notice period of three months to the end of the fiscal year of the Controlled Company, but at the earliest upon expiry of fifth full year following its entering into effect within the meaning of (2). (4) The right of termination of the Agreement for good cause remains unaffected. A good cause justifying termination of the Agreement includes in particular but is not limited to a situation where the Controlling Company no longer has a majority shareholding (majority of shares or majority of voting rights) in the Controlled Company such that the preconditions for the financial integration of the Controlled Company into the Controlling Company s tax group under tax law or if another circumstance arises that is deemed a good cause in the applicable provisions of KStR [ Körperschaftssteuerrichtlinie : German Corporate Income Tax Regulations] (currently: R 60 (6) KStR 2004). (5) The termination must be made in writing. Observance of the notice period is assessed by reference to the timing of the receipt of the written notice of termination by the counterparty. (6) Upon expiry of the Agreement the Controlling Company is obligated in accordance with Sec. 303 AktG, the corresponding current wording of which will apply to this Agreement, to provide collateral to the creditors of the Controlled Company.

14 14 Tagesordnung Agenda der Hauptversammlung 7 Final provisions (1) No oral or written side agreements were made. Amendments and addendums to this Agreement are only effective if made in writing. This also applies to amendments to this written form clause. (2) If a provision of this Agreement proves to be or become totally or partially invalid or unenforceable, or should the Agreement prove to have a gap, this will not affect the validity of the other provisions. The parties undertake to replace the invalid or unenforceable provision or to fill the gaps with a valid provision that, insofar as it is legally admissible, comes closest to what the parties wanted or would have wanted given the meaning and purpose of this Agreement had they considered the point in question., on (Homag Group AG), on (Brandt Kantentechnik GmbH)" The management board and the supervisory board propose that conclusion of the domination and profit transfer agreement as worded above be approved. From the date on which the annual general meeting is convened through to the end of the same the following documents will be available at the business premises of Homag Group AG (Homagstraße 3-5, Schopfloch) for review by the shareholders: - A draft copy of the domination and profit and loss transfer agreement between Homag Group AG and Brandt Kantentechnik GmbH; - The annual financial statements of Homag Group AG and Brandt Kantentechnik GmbH for the fiscal years 2010, 2011 and 2012;

15 15 - The consolidated financial statements of Homag Group AG for the fiscal years 2010, 2011 and 2012; - The management report of Brandt Kantentechnik GmbH for the fiscal years 2010, 2011 and 2012; - The management report and the group management report of Homag Group AG for fiscal year 2010 as well as the management reports of Homag Group AG for the fiscal years 2011 and 2012, which were combined the respective group management reports; - The joint report of the management board of Homag Group AG and the management of Brandt Kantentechnik GmbH on the domination and profit transfer agreement in accordance with Sec. 293a AktG. Upon request, every shareholder will receive a copy of these documents, which will be dispatched free of charge and without delay. Such a request must be addressed to: Homag Group AG Hauptversammlungsservice Homagstraße Schopfloch or Fax: +49 (0) 7443/ or HV@homag-group.de These documents will also be available at the annual general meeting. They can be also downloaded from the Company s website at

16 16 Agenda 8. Resolution on the restructuring of supervisory board remuneration (amendment to the articles of incorporation and bylaws) Against the backdrop of the amendment to the recommendation on supervisory board remuneration in the version of the German Corporate Governance Code ( Code ) applicable as of June 15, 2012, the remuneration of the supervisory board members is to be adjusted to the new version of the Code no (2). The Code no longer recommends a performance-related remuneration for the supervisory board. The management board and the supervisory board are of the opinion that exclusively fixed remuneration of the supervisory board members is better suited than the remuneration model in place to date which included a variable component for the advisory and supervisory tasks of the supervisory board, which are generally not linked to the Company s success. It also appears appropriate to adjust the remuneration for the tasks performed by the audit committee in line with the substantial increase in importance of the audit committee s work and the accompanying increase in workload. The supervisory board remuneration should ensure the ability in the future of attracting supervisory board members with a high level of expertise and many years of experience, including at an international level, in the management of and provision of advisory services to business enterprises. In light of this, the remuneration of the supervisory board is to be converted to a purely fixed remuneration model. This would also simplify the structure of the supervisory board remuneration. The management board and the supervisory board therefore propose the following amendment to Art. 14 of the articles of incorporation and bylaws:

17 17 [ OPENNESS ] " 14 Remuneration (1) For each full fiscal year of membership, the members of the supervisory board receive fixed remuneration of EUR 10, The members of the supervisory board also receive a fixed attendance fee of EUR 2, for each meeting. Apart from the fixed attendance fee for each supervisory board meeting, the chairperson of the supervisory board receives three times the fixed remuneration, the deputy chairman one-and-a-half times that amount. (2) The members of the supervisory board who are also members of the audit committee receive fixed attendance fee of EUR 2, for each committee meeting. The chairman of the audit committee receives twice the fixed attendance fee per committee meeting. (3) The members of the supervisory board who are also members of another committee receive a fixed attendance fee of EUR 1, for each committee meeting. The chairperson of a committee receives twice the fixed attendance fee per committee meeting. (4) The members of the supervisory board who did not belong to the supervisory board for the whole fiscal year receive the fixed remuneration (cf. (1) above) based on their length of service on the supervisory board in the fiscal year in question. (5) The fixed remuneration and the fixed attendance fees for supervisory board meetings and committee meetings are payable within one month of the annual general meeting exonerating the supervisory board for the relevant fiscal year. (6) Directors and Officers Liability Insurance (D&O insurance) is taken out by the Company for the supervisory board members as a benefit, in accordance with statutory provisions.

18 18 Agenda

19 19 (7) The members of the supervisory board are also reimbursed for all out-of-pocket expenses as well as for the VAT payable on their remuneration and out-of-pocket expenses. (8) The provisions of this Art. 14 are applicable for the first time for the remuneration payable for fiscal year Attendance of the annual general meeting Only those shareholders who have registered for the annual general meeting ( Registration ) and who have demonstrated to the Company their entitlement to attend the annual general meeting and to exercise their right to vote ( Proof ) are entitled to attend the annual general meeting and exercise their right to vote. Written substantiation of the shareholding as issued by the custodian bank suffices as Proof. The Proof must be issued with reference to the beginning of the twenty-first day prior to the annual general meeting, that is by the beginning of the May 7, 2013 (i.e., May 7, 2013, 0:00 hours) ( Record Date ). The above authorization is exclusively determined by reference to the shareholding of the shareholder on the Record Date without this entailing a ban on the ability to sell the shareholding. Even in the event of the full or partial sale of the shareholding after the Record Date, the entitlement is based solely on the shareholding of the shareholder as of the Record Date, which means that the sale or purchase of shares after the Record Date do not affect entitlement to attend the annual general meeting and exercise the right to vote. The Registration and the Proof must be received by the Company in German or English no later than: Tuesday, May 21, 2013, 24:00 hours Please use the following address for this purpose (the day received is also authoritative for fax or responses

20 20 Agenda for the purpose of meeting the deadline): Homag Group AG c/o Commerzbank AG GS-MO General Meetings Frankfurt am Main or Fax: +49 (0) 69/ or Voting by proxy a) Shareholders who cannot or do not wish to attend the annual general meeting in person may provide for their vote or other shareholder right to be exercised by a proxy including a shareholders association by granting a corresponding proxy. Timely Registration for the annual general meeting and Proof of shareholdings are also required in the event of voting by proxy. The right of proxy must be granted, rescinded and demonstrated to the Company in writing. A form that can be used grant a right of proxy will be provided to the shareholders together with their admission tickets to the annual general meeting. A form can also be downloaded from the internet under: Upon request, the form will also be dispatched to shareholders free of charge and without delay. Such a request must be addressed to: Homag Group AG Hauptversammlungsservice Homagstraße Schopfloch or Fax: +49 (0) 7443/

21 21 or This address (including the fax number and address) is available from the date on which the annual general meeting is convened, also for the granting of right of proxy to the Company, the notification of the substantiation of the right of proxy granted to the proxy and for rescinding rights of proxy. If a bank, a shareholders association or a similar legal entity within the meaning of Sec. 135 AktG is to be granted right of proxy, there is no written form requirement, neither under the law nor under the articles of incorporation and bylaws of the Company with the exception of the aforementioned principle. However, we point out that in such cases the banks, shareholders associations, or similar legal entities that are to be granted right of proxy might demand a special form of proxy as they will have to have their proxy ready for inspection in accordance with Sec. 135 AktG. Shareholders who wish to grant right of proxy to a bank, a shareholders association or another similar legal entity within the meaning of Sec. 135 AktG, should therefore consult with them as regards any potential formal requirements for the proxy. b) The Company offers its shareholders a service under which they have the option of granting right of proxy to a proxy appointed by the Company with authorization to cast votes on their instructions. The proxies appointed by the Company solely exercise their voting rights in line with the instructions issued by the shareholder. Shareholders wishing to issue a right of proxy to the proxies appointed by the Company require a ticket to the annual general meeting. The granting of the right of proxy to the proxies appointed by the Company, the rescinding of

22 22 Agenda said proxies and the issue of instructions require written form. A form that can be used grant a right of proxy and issue instructions and other information will be provided to the shareholders together with their admission tickets to the annual general meeting. Unless the rights of proxy are granted during the annual general meeting, rights of proxy for the proxies appointed by the Company together with instructions must be received by the Company by 24:00 hours on Monday, May 27, 2013 at the latest, at the following address: Homag Group AG Hauptversammlungsservice Homagstraße Schopfloch or Fax: +49 (0) 7443/ or HV@homag-group.de Total number of shares and voting rights on the date of issue of the invitation to the annual general meeting The Company s capital stock amounts to EUR 15,688, is divided into 15,688,000 no-par value shares. Each no-par value share entitles the holder to one vote at the annual general meeting. The total number of shares and voting rights on the date of issue of the invitation to the annual general meeting thus amount to 15,688,000.

23 23 [ RESPONSIBILITY ] Shareholder rights in accordance with Sec. 122 (2), Sec. 126 (1), Sec. 127 and Sec. 131 (1) AktG In accordance with Sec. 122 (2) AktG, shareholders with shares totaling one twentieth of total capital stock or the proportionate amount of EUR 500, are entitled to demand that items be added to the agenda and announced. Said demand must be addressed to the management board in writing and be received by the Company by 24:00 hours on Saturday, April 27, Please send such demands to the following address: Homag Group AG Vorstand Homagstraße Schopfloch In accordance with Sec. 126 (1) AktG any shareholder of the Company can send a countermotion to each proposal of the management board and supervisory board on a specific item of the agenda. In accordance with Sec. 126 (1) and (2) AktG, a countermotion must be made available on the Company s website if it is received by the Company under the address announced below by 24:00 hours on May 13, 2013 at the latest. As specified in Sec. 127 AktG, every shareholder can additionally propose nominations for the election of supervisory board members or auditors. In accordance with Sec. 127 and Sec 126 (1) and (2) AktG, a nomination must be made available on the Company s website if it is received by the Company under the address announced below by 24:00 hours on Monday, May 13, 2013 at the latest. To the extent that they comply with the legal requirements, we will provide access to countermotions and nominations received in a timely manner on the internet under:

24 24 Tagesordnung Agenda der Hauptversammlung Any regulatory statements are also made available at the aforementioned internet address. We will announce supplementary motions received on time, provided they comply with the legal requirements. Countermotions and nominations from shareholders are to be submitted to the following address only: Homag Group AG Hauptversammlungsservice Homagstraße Schopfloch or Fax: +49 (0) 7443/ or Countermotions and nominations sent to any other addresses will not be considered. At the annual general meeting, every shareholder is entitled to demand information from the management board on the Company s affairs, insofar as the information is necessary to properly assess an item on the agenda (Sec. 131 (1) AktG). The right to information can be exercised in the annual general meeting without it requiring prior announcement or other notification. Further explanations on shareholder rights pursuant to Sec. 122 (2), Sec 126 (1), Sec. 127 and Sec. 131 (1) AktG are available on the Company s website at: Note to the Company s website and the information available their pursuant to Sec. 124a AktG Information on the annual general meeting pursuant to Sec. 124a AktG is available on the Company s website at

25 25 Available and accessible documents From the date on which the annual general meeting is convened through to the end of the same, the approved financial statements, the ratified consolidated financial statements, the management report of the Company which was combined with the group management report and the report of the supervisory board as well as the explanatory report of the management board on the disclosures pursuant to Sec. 289 (4) and (5) and Sec. 315 (4) HGB, in each case for the fiscal year 2012, together with the proposal of the management board on the appropriation of the retained earnings will be available for review by shareholders at the premises of the Company in Homagstraße 3-5, Schopfloch. The same applies to the documents on agenda items 6 and 7. Every shareholder is entitled to request a copy of these documents, which will be dispatched free of charge and without delay. Such a request must be addressed to: Homag Group AG Hauptversammlungsservice Homagstraße Schopfloch or Fax: +49 (0) 7443/ or HV@homag-group.de The aforementioned documents are also available on the Company s website under:

26 26 Agenda Schopfloch, April 2013 Homag Group AG with registered offices in Schopfloch The management board

27 27 Our annual general meeting will take place in Kurhaus Freudenstadt Lauterbadstraße 5, Freudenstadt. By road from Karlsruhe or Freiburg Autobahn A5 between Karlsruhe and Freiburg, Exit 54 Appenweiler, B28 towards Freudenstadt By road from Stuttgart or Singen Autobahn A81 between Stuttgart and Singen, Exit 30 Horb, B28a towards Freudenstadt Carparking: Underground carpark Kurhaus Carpark Friedrich-Ebert-Straße and Lauterbadstraße Stadtbahnhof von Wildbad Ringstraße von A81 Marktplatz P Loßburger Str. Freudenstadt P P Promenadeplatz Kurhaus von Straßburg

28 Tagesordnung der Hauptversammlung 01 HOMAG Group AG AGM Service Homagstraße Schopfloch GERMANY Telephone: +49 (0) 7443/ Fax: +49 (0) 7443/