INVITATION TO THE ANNUAL GENERAL MEETING 29 SEPTEMBER 2016

Transcription

1 INVITATION TO THE ANNUAL GENERAL MEETING 29 SEPTEMBER 2016

2 HELLA KGaA Hueck & Co. Annual General Meeting INVITATION HELLA KGaA Hueck & Co. German Securities Code (WKN): A13SX2 ISIN DE000A13SX22 Dear Shareholders, We hereby invite you to attend the Annual General Meeting of HELLA KGaA Hueck & Co., Lippstadt, to be held on Thursday, 29 September 2016 at 11:00 (CEST) (doors open at 10:00 (CEST)) in Werk 2 HELLA KGaA Hueck & Co. Entry Gate East Beckumer Str. 130 in Lippstadt Dr. Jürgen Behrend Dr. Rolf Breidenbach

3 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Agenda at a glance 3 AGENDA AT A GLANCE 1 Presentation of the annual financial statements and the consolidated financial statements together with the management reports for HELLA KGaA Hueck & Co. and the Group for the financial year 2015/2016, each as endorsed by the Supervisory Board, including the explanatory report with regard to the information pursuant to 289 (4) as well as 315 (4) of the German Commercial Code ( HGB ) as well as the report of the Supervisory Board; resolution to approve the annual financial statements for HELLA KGaA Hueck & Co. for the financial year 2015/ Appointment of the auditor for the audit of the annual financial statements and the consolidated financial statements for the financial year 2016/ Approval of a profit transfer agreement concluded with HELLA Geschäftsführungsgesellschaft mbh on 11 July Election to the Supervisory Board 2 Resolution on the appropriation of disposable profit 3 Resolution ratifying the acts of management of the General Partners for the financial year 2015/ Resolution ratifying the acts of management of the members of the Supervisory Board for the financial year 2015/ Resolution ratifying the acts of management of the members of the Shareholders Committee for the financial year 2015/2016

4 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Agenda 4 AGENDA AND PROPOSED RESOLUTIONS 1 Presentation of the annual financial statements and the consolidated financial statements together with the management reports for HELLA KGaA Hueck & Co. and the Group for the financial year 2015/2016, each as endorsed by the Supervisory Board, including the explanatory report with regard to the information pursuant to 289 (4) as well as 315 (4) of the German Commercial Code ( HGB ) as well as the report of the Supervisory Board; resolution to approve the annual financial statements for HELLA KGaA Hueck & Co. for the financial year 2015/2016. The documents are available on the company s website at as from the date of convocation of the Annual General Meeting. Furthermore, the documents will be made available and explained at the Annual General Meeting. The Supervisory Board has endorsed the annual financial statements and consolidated financial statements which have been prepared by the General Partners. Pursuant to 286 (1) of the German Stock Corporation Act (Aktiengesetz AktG ) the annual financial statements are to be approved by the General Meeting. The General Partners declare their consent to the approval pursuant to 29 (2) sentence 2 of the Articles of Association by recommending to the Annual General Meeting the proposed resolution. Apart from that, the documents mentioned above only need to be made available to the Annual General Meeting, without requiring a further resolution by the Annual General Meeting. The General Partners, the Shareholders Committee and the Supervisory Board propose that the annual financial statements, reporting a disposable profit of EUR 210,665,581.26, be approved as presented. 2 Resolution on the appropriation of disposable profit The General Partners, the Shareholders Committee and the Supervisory Board propose that the disposable profit for the financial year 2015/2016 in the amount of EUR 210,665, be appropriated as follows:

5 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Agenda 5 Distribution of a dividend in the amount of EUR 0.77 per eligible no par value share (for 111,111,112 eligible no par value shares): EUR 85,555, Allocation to other earnings reserves: EUR 125,000, Profit carried forward to new account: EUR 110, Disposable profit: EUR 210,665, Resolution ratifying the acts of management of the General Partners for the financial year 2015/2016 The General Partners, the Shareholders Committee and the Supervisory Board propose that the acts of management of the General Partners in the financial year 2015/2016 be ratified for this period. 4 Resolution ratifying the acts of management of the members of the Supervisory Board for the financial year 2015/2016 The General Partners, the Shareholders Committee and the Supervisory Board propose that the acts of management of the members of the Board of Management who held office in the financial year 2015/2016 be ratified for the financial year 2015/ Resolution ratifying the acts of management of the Members of the Shareholders Committee for the financial year 2015/2016 The General Partners, the Shareholders Committee and the Supervisory Board propose that the acts of management of the members of the Shareholders Committee who held office in the financial year 2015/2016 be ratified for the financial year 2015/ Appointment of the auditor for the audit of the annual financial statements and the consolidated financial statements for the financial year 2016/2017 Upon recommendation of the Audit Committee, the Supervisory Board proposes to appoint KPMG AG Wirtschaftsprüfungsgesellschaft, Bielefeld as auditor for the audit of the annual financial statements as well as the consolidated financial statements for the financial year 2016/2017.

6 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Agenda 6 7 Approval of a profit transfer agreement concluded with HELLA Geschäftsführungsgesellschaft mbh on 11 July 2016 On 11 July 2016, HELLA KGaA Hueck & Co. as the controlling company (hereinafter also referred to as the Controlling Company ) and HELLA Geschäftsführungsgesellschaft with its registered seat in Lippstadt as the controlled company (hereinafter also referred to as the Controlled Company ) entered into a profit transfer agreement. On 3 August 2016, the shareholders' meeting of HELLA Geschäftsführungsgesellschaft mbh already granted approval of that agreement in notarized form. In order to take effect, the agreement additionally requires the approval of the general meeting of HELLA KGaA Hueck & Co. The General Partners, the Shareholders' Committee and the Supervisory Board propose to approve the profit transfer agreement of 11 July 2016 between HELLA KGaA Hueck & Co. and HELLA Geschäftsführungsgesellschaft mbh with its registered seat in Lippstadt. The above mentioned profit transfer agreement of 11 July 2016 has the following content: Recitals HELLA KGaA Hueck & Co. with its registered seat in Lippstadt, registered in the commercial register of the local court (Amtsgericht) of Paderborn under HRB 6857, is the sole shareholder of HELLA Geschäftsführungsgesellschaft mbh with its registered seat in Lippstadt, registered in the commercial register of the local court of Paderborn under HRB Now, a profit transfer agreement is entered into between the companies. 1 Profit transfer 1.1 The Controlled Company is obligated, subject to paragraph 1.2, to transfer to the Controlling Company during the term of the agreement its entire profit, however, in any event no more than the net income for the year generated without the profit transfer pursuant to 301 sentence 1 AktG (as currently applicable), reduced by any loss carried forward from the preceding year, by any amount to be allocated to legal reserves under 300 AktG as well as by the amount barred from distribution under 268 (8) HGB.

7 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Agenda The Controlled Company may, with the consent of the Controlling Company, transfer part of the net income for the year if applicable, except for legal reserves to revenue reserves ( 272 (3) HGB) only to the extent that this is permissible under commercial law and economically justified if applying prudent business judgment. Upon request of the Controlling Company, amounts allocated to other revenue reserves during the term of this agreement may be taken from other revenue reserves and transferred as profit as provided for under 301 sentence 2 AktG (as currently applicable). This applies accordingly if any amounts allocated to legal or statutory reserves during the term of this agreement are released. 1.3 Should 301 AktG be amended in the future, it shall be applicable as amended from time to time. 1.4 The transfer of amounts from the reversal of revenue reserves as well as any profit carried forward is excluded to the extent that these amounts were generated or allocated to revenue reserves in financial years prior to application of this agreement. Any transfer of amounts from the reversal of capital reserves pursuant to 272 (2) HGB is generally excluded. The permissibility of the reversal or distribution of, or the withdrawal of amounts from, capital reserves in accordance with the general legal provisions remains unaffected thereby. 1.5 The Controlled Company s obligation to transfer the full amount of its profit includes to the extent legally permissible also the profits from the sale of all of its assets and any transfer profit from changes of corporate form. The above provision shall not apply to any profits arising after dissolution of the Controlled Company. 1.6 The claim to have profits transferred arises upon expiry of the financial year of the Controlled Company and becomes due and payable upon the adoption of the Controlled Company's annual financial statements for that financial year. 1.7 The Controlling Company may demand that profits be transferred to it in advance (advance profit transfer) if and to the extent that payment of an advance dividend would be permissible. To the extent that the amount transferred under the advance profit transfer exceeds the final amount of profit to be transferred, the exceeding amount shall be deemed to be paid by the Controlled Company to the Controlling Company by way of a loan.

8 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Agenda 8 2 Assumption of losses 2.1 The provisions of 302 AktG, as applicable from time to time, apply mutatis mutandis to any losses assumed by the Controlling Company. 2.2 The entitlement to a compensation of losses shall apply with effect as of the end of the Controlled Company s financial year and shall become due and payable as of that date. 3 Preparation of the annual financial statements 3.1 The Controlled Company s annual financial statements must be submitted to the Controlling Company for acknowledgement, review and reconciliation prior to their adoption. 3.2 The Controlled Company s annual financial statements must be prepared and adopted prior to the Controlling Company s annual financial statements. 3.3 If the Controlled Company s financial year ends at the same date as that of the Controlling Company, the results of the Controlled Company that are to be transferred must be included in the Controlling Company s annual financial statements for the same financial year. 4 Right to information 4.1 The Controlling Company may request at any time information from the management of the Controlled Company relating to the legal, business and administrative affairs of the Controlled Company. Furthermore, the Controlling Company may inspect the books and business records of the Controlled Company at any time. 4.2 Without prejudice to the above agreed rights, the Controlled Company shall report to the Controlling Company on its business development, in particular on material business transactions, on an ongoing basis.

9 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Agenda 9 5 Entering into effect, term of the agreement, termination 5.1 This agreement is entered into subject to the proviso of approval by the general meeting of the Controlling Company and the shareholders' meeting of the Controlled Company, and will take effect upon its registration with the commercial register of the Controlled Company. The agreement will apply for the first time to the Controlled Company s financial year starting on 1 June 2016, however, in any event no earlier than to the Controlled Company s financial year in which the agreement takes effect. 5.2 The agreement is entered into for an indefinite period of time. It may be terminated as of the end of a financial year of the Controlled Company by giving six months notice (ordentliche Kündigung), however, no earlier than as of the end of a period of five (full) years (Zeitjahre), i.e. 60 months (minimum term) from the beginning of the financial year for which this agreement applies for the first time in accordance with paragraph 5.1, i.e. no earlier than as of the end of 31 May 2021 if it takes effect for the financial year 2016/ The right to prematurely end this agreement by termination for good cause or by consensual termination hereof remains unaffected. Good cause for premature termination shall be deemed to exist in particular in the following cases: a) sale, contribution or other transfer of shares in the Controlled Company, b) merger, split or liquidation of the Controlling Company or of the Controlled Company, c) change of the legal form of the Controlled Company unless the Controlled Company is converted into a corporation (Kapitalgesellschaft) of a different legal form, d) relocation of the statutory seat or true place of business of the Controlled Company or of the Controlling Company abroad if the status as a tax group ceases to apply as a result of such relocation. 5.4 If, during the term of this agreement, the status as a tax group under corporate income tax law cannot be confirmed or is not recognized by the tax office for any given financial year, the minimum term of five (full) years shall start anew with effect from the first day of the financial year of the Controlled Company for which the

10 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Agenda 10 requirements for recognition as a tax group are met for the first time or are met again. Paragraphs 5.2 and 5.3 shall apply mutatis mutandis to that new minimum term. 5.5 In the event of termination of this agreement, the parties undertake, irrespective of the grounds for such termination, to issue and accept delivery of all declarations and to take all measures without undue delay as may be necessary or expedient for the termination to become effective. The parties agree in particular to ensure that any required approving resolutions of the shareholders' meeting or the general meeting are adopted in the relevant form required under the law and, if necessary, to file all required applications for registration with the commercial register AktG shall apply mutatis mutandis. 5.7 Upon termination of the agreement, 303 AktG will apply mutatis mutandis. 6 Costs The costs incurred in connection with the conclusion of this agreement are borne by the Controlling Company. 7 Final provisions 7.1 In the event that any provision of this agreement is or becomes void, invalid or impracticable in whole or in part, the validity of the remaining provisions shall remain unaffected thereby. Instead of the void, invalid or impracticable provision a provision shall take effect that comes as close as possible to what the parties would have intended in view of the intent and purpose of this agreement had they considered this in the light of the voidance, invalidity or impracticability. 7.2 This also applies in the event that a provision of this agreement that stipulates a measure of performance or time is or becomes void, invalid or impracticable. In such case, the legally permissible measure of performance or time shall be

11 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Agenda 11 deemed agreed that comes as close as possible to the measure of performance or time originally agreed by the parties. Sentences 1 and 2 shall apply mutatis mutandis if this agreement lacks any provisions. 7.3 This agreement is exclusively governed by German law. Exclusive place of jurisdiction for any disputes arising from and in connection with this agreement shall be - to the extent permitted by law Lippstadt, Germany. *** The profit transfer agreement is explained and justified in more detail in a joint report on the agreement by the General Partners of HELLA KGaA Hueck & Co. and the management of the Controlled Company. That report, the profit transfer agreement as well as the annual financial statements and the management reports of the contracting companies for the last three financial years are available on the company s website at from the date of convocation of the Annual General Meeting and will also be made available at the Annual General Meeting. 8 Election to the Supervisory Board Ms. Laura Behrend has resigned from her office as member of the Supervisory Board with effect from the end of the Annual General Meeting of 29 September Therefore, one member of the Supervisory Board must be newly elected at this Annual General Meeting. In accordance with 96 (1) AktG in conjunction with 7 (1) sentence 1 no. 2 of the German Co-Determination Act (Mitbestimmungsgesetz) of 1976, the Supervisory Board is composed of eight members elected by the shareholders and eight members elected by the employees. The eight shareholder representatives will be elected by the general meeting. Pursuant to 96 (2) sentence 1 AktG, at least 30 per cent of the members of the Supervisory Board must be women and at least 30 per cent of the members of the Supervisory Board must be men (minimum percentage requirement). The minimum percentage must be complied with by the Supervisory Board as a whole (overall fulfillment). If the shareholder representatives side and/or the employee representatives side

12 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Agenda 12 objects to the overall fulfillment vis-à-vis the chairman of the Supervisory Board based on a resolution adopted by majority vote prior to the election to the Supervisory Board, the minimum percentage for that election must be fulfilled by each of the shareholders representatives side and the employee representatives side separately ( 96 (2) sentence 3 AktG). In either case, the number of individuals must be rounded up or down mathematically to a full number of individuals. The overall fulfillment has not been objected to so that a total of at least five seats in the Supervisory Board must be held by women and at least five seats in the Supervisory Board must be held by men in order to comply with the minimum percentage requirement. The Supervisory Board proposes to elect Ms. Claudia Owen, Lippstadt, Cultural Manager, as member of the Supervisory Board of the company effective as of the close of the Annual General Meeting of 29 September 2016 for a term of office ending at the close of the general meeting which resolves on the approval of the acts of the members of the Supervisory Board for the second financial year after the beginning of the term of office (with the financial year in which the term of office begins not being included in the calculation). It is hereby declared pursuant to Section of the German Corporate Governance Code that Ms. Claudia Owen is party to the pool agreement of the family shareholders of HELLA KGaA Hueck & Co. which comprises a total of 60 per cent of the company s share capital.

13 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Rights of Shareholders 13 INFORMATION ON THE RIGHTS OF SHAREHOLDERS pursuant to 122 (2), 126 (1), 127 and 131 (1) AktG Motions to extend the agenda at the request of a minority pursuant to 122 (2) AktG Shareholders whose shares together account for one-twentieth of the share capital or a notional interest of EUR 500,000 may request that items be included in the agenda and published. Each new item must be accompanied by a statement of reasons or a proposed resolution. The request must be sent in writing to the General Partners and must be received by the company at the address stated below under Shareholders countermotions and election proposals pursuant to 126 (1) and 127 AktG no later than on 29 August 2016, 24:00 (CEST). Furthermore, the applicants must provide proof that they have been the holders of the aforesaid minimum shareholding for at least 90 days prior to the date of receipt of the request and that they will continue to hold such shareholding until the General Partners have decided on the request. For the purpose of such proof, a confirmation in text form by the depositary credit institution or financial services institution in German or English will suffice. Motions to extend the agenda which are to be published and which have not already been published on convocation of the Annual General Meeting will be published in the Federal Gazette without undue delay following receipt of the request and will be transmitted for publication to such media which can reasonably be expected to disseminate the information in the entire European Union. These motions will additionally be published on the Internet at and communicated in accordance with 125 (1) sentence 3 AktG. Shareholders' countermotions and election proposals pursuant to 126 (1) and 127 AktG Each shareholder is entitled to submit countermotions in respect of proposals made by the General Partners, the Shareholders Committee and/or the Supervisory Board regarding specific items on the agenda, as well as proposals for the elections on the agenda ( 126 (1), 127 AktG). Subject to 126 (2) and (3) AktG and 127 sentence 1, 126 (2) and (3), 127 sentence 3 AktG, respectively, countermotions and election proposals of shareholders will exclusively be made accessible on the Internet at provided that the conditions set forth below are met. The countermotions and election proposals will be made accessible including the shareholder's name, the statement of reasons, the information pursuant to 127 sentence 4 AktG and the administration's comments, if any.

14 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Rights of Shareholders 14 Countermotions that are to be made accessible must be directed against a proposal of the General Partners, the Shareholders Committee and/or the Supervisory Board and must address a specific item on the agenda and include a statement of reasons. Election proposals that are to be made accessible must relate to the elections on the agenda; they need not include a statement of reasons. Countermotions, including the statement of reasons, that are to be made accessible and are directed against a proposal of the General Partners, the Shareholders Committee and/ or the Supervisory Board regarding a specific item on the agenda, as well as election proposals by shareholders relating to the elections on the agenda must be received by the Company no later than on 14 September 2016, 24:00 (CEST) at the address set out below: under the postal address of: HELLA KGaA Hueck & Co. Dr. Kerstin Dodel Head of Investor Relations Rixbecker Straße Lippstadt, Germany or by telefax under the number: +49 (0) or electronically under the address: hauptversammlung@hella.com Shareholders right to information pursuant to 131 (1) AktG At the Annual General Meeting, each shareholder shall be informed, upon request, by the General Partners about the company's affairs, including the legal and business relationships with affiliated companies, as well as the situation of the group and the companies included in the consolidated financial statements, to the extent that the information is necessary for proper assessment of the subject matter of the agenda item. Explanatory notes regarding the rights of shareholders Explanatory notes on the rights of shareholders pursuant to 122 (2), 126 (1), 127, 131 (1) AktG are also available on the Internet at

15 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Information regarding Participation 15 INFORMATION REGARDING PARTICIPATION Registration for the Annual General Meeting Pursuant to 18 (1) of the Articles of Association, only shareholders who have registered for and proved their right to participate in the Annual General Meeting no later than on 22 September 2016, 24:00 (CEST) (time of receipt) in the German or in the English language under the postal address of HELLA KGaA Hueck & Co. c/o HCE Haubrok AG Landshuter Allee München, Deutschland or by telefax under the number: +49 (0) or electronically under the address: are entitled to participate in the Annual General Meeting and to exercise their voting right. Proof must be given by means of a confirmation of share ownership in the German or English language by the depositary credit institution or financial services institution in text form. The proof given has to relate to the beginning of the 21st day prior to the day of the Annual General Meeting, i.e., to the beginning of 8 September 2016, 0:00 (CEST). The record date is the relevant date for the determination of the capacity as shareholder with regard to the participation in the Annual General Meeting and the exercise of the voting right. With respect to the participation in the Annual General Meeting or the exercise of the voting right, only shareholders who provided the aforementioned proof will be recognized as such by the company. The shares will not be blocked by the registration for the Annual General Meeting, i.e. even after having registered for attendance, shareholders remain free to dispose of their shares. Usually, the depository banks undertake the required registration and the transmission of the confirmation of share ownership as a service for their customers. Upon timely receipt of the registration and the confirmation of share ownership, admission tickets for the Annual General Meeting together with respective proxy forms will be sent to the shareholders by the registration agent. Shareholders who want to participate in the Annual General Meeting and make use of such service by their depository bank are advised to request the admission ticket from

16 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Information regarding Participation 16 their depository bank as soon as possible in order to assure the timely receipt of the admission ticket. Procedure for voting by proxy Subject to statutory laws, shareholders may have their voting rights exercised by a proxy, e.g. a financial institution or shareholders' association. Also in this case, the shareholder or proxy must ensure timely registration for the Annual General Meeting in accordance with the requirements set forth above under Registration for the Annual General Meeting. The granting of a power of attorney, its revocation and the proof of authorisation vis-à-vis the Company require text form. A power of attorney may be granted by mail, , or telefax to the addresses, address or telefax number set forth above under Registration for the Annual General Meeting. For this purpose, please use the power of attorney form enclosed with the registration documents for the Annual General Meeting. If you authorise a financial institution, a shareholders' association or any other person or institution specified in 135 (8) AktG or 135 (10) AktG in conjunction with 125 (5) AktG, the procedure, form and revocation of the power of attorney are subject to special rules. Please contact the relevant financial institution, shareholders' association or other person or institution specified in 135 (8) AktG or 135 (10) AktG in conjunction with 125 (5) AktG for more details. In addition, as service to its shareholders, the company has nominated Ms. Riccarda Dreier and Mr. Hubert Sudhoff, both employees of the company, as proxies who can also be authorized to exercise voting rights. The granting, revocation as well as any modifications of the power of attorney and the instructions to the proxies nominated by the company can be made until no later than 27 September 2016, 24:00 (CEST) (time of receipt) by mail, or telefax at the following address, address or telefax number:

17 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Information regarding Participation 17 under the postal address of HELLA KGaA Hueck & Co. c/o HCE Haubrok AG Landshuter Allee München, Germany or by telefax under the number: +49 (0) or electronically under the address: On the day of the Annual General Meeting, powers of attorney and instructions to the proxies may be granted, modified or revoked at the Annual General Meeting s entrance and exit control using a form provided for these purposes. In case multiple statements are received, priority is given to the most recently received statement. The proxies may exercise the voting right only in accordance with explicit instructions of the shareholder regarding the individual agenda items. If and to the extent that there is no explicit and clear instruction, the company s proxies will abstain from voting with respect to the respective agenda item. In the event that sub-items under an agenda item are put to the vote individually without this having been communicated in advance of the Annual General Meeting, the instruction given for that entire agenda item shall be deemed the instruction given for each of the individual sub-items. Please note that the proxies nominated by the company may only accept instructions on the vote on such motions to which proposals by the General Partners, the Shareholder s Committee and/or the Supervisory Board pursuant to 124 (3) AktG or by shareholders pursuant to 124 (1), 122 (2) sentence 2 AktG exist that have been published together with this convocation or later or that have been made available pursuant to 126, 127 AktG. The proxies nominated by the company cannot accept any orders or instructions for requests to speak, to appeal against resolutions of the Annual General Meeting or to ask questions or submit motions or election proposals.

18 HELLA KGaA Hueck & Co. Annual General Meeting 2016 Information regarding Participation 18 If a shareholder or an authorised third party personally attends the Annual General Meeting, the power of attorney and the instructions previously issued to the proxies nominated by the company shall be deemed revoked automatically. Number of shares and voting rights Die Gesamtzahl der Aktien im Zeitpunkt der Einberufung beträgt Stück. Die Gesamtzahl der Stimmrechte im Zeitpunkt der Einberufung beträgt Information regarding the shareholder hotline for shareholders and banks Shareholders and financial institutions may send any questions regarding the Annual General Meeting of HELLA KGaA Hueck & Co. via to meldedaten@hce.de. In addition, a shareholder hotline will be available to you Monday to Friday except on holidays from 9:00 to 17:00 (CEST) under the telephone number +49 (0) Further information is also available on the Internet at Website of the company on which the information pursuant to 124a AktG is available The convocation of the Annual General Meeting, together with the information and explanations required under applicable law, is also available on the website There you can also find the additional information pursuant to 124a AktG. Lippstadt, August 2016 HELLA KGaA Hueck & Co. The General Partners

19 HELLA KGaA Hueck & Co. Annual General Meeting HOTLINE FOR SHAREHOLDERS AND BANKS Telephone number: +49 (0) WEBSITE OF THE COMPANY

20 HELLA KGaA Hueck & Co. Rixbecker Straße Lippstadt /Germany Phone + 49 (0) Fax + 49 (0) info@hella.com HELLA KGaA Hueck & Co., Lippstadt Printed in Germany