Munich ISIN: DE000WACK012 WKN: WACK01 Invitation to thee Annual General Meeting The shareholders of our Company are hereby invited to the Annual General Meeting of based in 80809 Munich, Preussenstrasse 41, on Tuesday, May 28, 2013 at 10:00 am. Agenda 1. The meeting will take place at the Conference Centre Munichh of the Hanns-Seidel-Stiftung, Lazarettstrasse 33, 80636, Munich. Presentation of the approved Annual Financial Statements ass at December 31, 2012, the approved Consolidated Financial Statements as at December 31, 2012, including the Combinedd Management Report for the Company and the Group, the explanatory reportt from the Executive Board within the Combined Management Report on itemss to be disclosed in accordancea e with Section 289 (4) and Section 315 (4) of the German Commercial Code (HGB), and the Report from the Supervisory Board for the 20122 fiscal year. Notes on (AktG): Section 124a, Sentence 1, No. 2 of the German G Stock Corporation Act There will be no resolution regarding item 1 on the agenda. The Supervisory Board approved the Annual Financial Statements and the Consolidated Financial Statements prepared by the Executive Board in accordance withh Sections 171 and 172 AktG G (*) on March 15, 2013 and has thus officially established the Annual Financial Statements. A resolution to approve the Annual Financial Statements at the Annual Generall Meeting pursuant to Section 1731 (1), Sentence 1 AktG is
therefore not required by law. The Annual Financial and the Consolidated Financial Statements as well as the Combined Management Report, the Report from the Supervisory Board and the Report from the Executive Board with the explanations of legal information relating to take-over regulations, are also to be made accessible at the Annual General Meeting, without the Annual General Meeting being required to pass any further resolutions for this purpose in accordance with the AktG. The above-mentioned documents are available at the offices of (Preussenstrasse 41, 80809 Munich, Germany) and will also be made available to shareholders at the Annual General Meeting. They can also be viewed on the Company website at: http://corporate.wackerneuson.com/ir/en-agm.php. Upon request, each shareholder will promptly receive a copy of the documents free of charge. (*) Unless otherwise specified in the SE Regulation, the provisions of the AktG apply to in accordance with Section 9 (1) letter c) ii), Section 10 of Council Regulation (EC) No 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (referred to as SE statute in the following). 2. Resolution on the appropriation of the net profit for the year The Executive Board and Supervisory Board propose the following resolution: The balance sheet profit for fiscal 2012, amounting to EUR 41,529,826.28, will be appropriated as follows: Payout of a EUR 0.30 dividend for each share, based on a total of 70,140,000 eligible shares, in total EUR 21,042,000.00 Profit brought forward to new accounts EUR 20,487,826.28 Balance sheet profit EUR 41,529,826.28 If this payment proposal is accepted, EUR 21,042,000.00 of the EUR 70,140,000.00 share capital qualified for dividends will be utilized for dividend payments. The dividends are payable on May 29, 2013. 3. Resolution to officially approve the actions of the Executive Board members for fiscal 2012 The Executive Board and Supervisory Board propose the following resolution: Executive Board members actions are duly approved for fiscal 2012. Page 2 of 8
4. Resolution to officially approve the actions of the Supervisory Board members for fiscal 2012 The Executive Board and Supervisory Board propose the following resolution: Supervisory Board members actions are duly approved for fiscal 2012. 5. Appointment of the auditors for the Annual and Consolidated Financial Statements for fiscal 2013 and for the review of the condensed (consolidated) half-year financial statements and the interim (Group) Management Report in fiscal 2013 Based on the recommendation of the Audit Committee, the Supervisory Board proposes the following resolution: 5.1 Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, is appointed the official auditor to review the Annual and Consolidated Financial Statements for the 2013 fiscal year. 5.2 Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, is further appointed to review the condensed (consolidated) half-year financial statements and the interim (Group) Management Report in accordance with Section 37w (5), 37y WpHG (German Securities Trading Act) for fiscal 2013. * * * * * * * * * * * * * * * * * * * * * * * Attendance at the AGM and exercising voting rights Attendance at the Annual General Meeting and the exercise of voting rights is restricted to shareholders who, on the day of the Annual General Meeting, are entered in the Company s share register and who have registered to attend in writing or by any other means of electronic communication (in line with Section 126b of the German Civil Code, BGB) in German or English through one of the following contact options by midnight (CET) on Tuesday, May 21, 2013 at the latest: c/o Computershare Operations Center 80249 Munich, Germany Fax: +49 (0)89 3090374675 E-mail: anmeldestelle@computershare.de Page 3 of 8
If a credit institute is entered in the share register, it may only exercise the voting rights for shares that it does not own if it has authorization to do so from the shareholder in question. Shares will not be blocked by registration for the AGM. This means that shareholders can dispose of their shares after they have registered. The right to participate and exercise voting rights is determined by the share entries in the Company s share register on the day of the Annual General Meeting. This corresponds to the amount of shares entered at the end of the final registration day as applications to amend the share register received between May 22, 2013 and May 28, 2013 (inclusive) will not be processed or taken into account until May 29, 2013. Shareholders whose amendment applications are received by the Company after May 21, 2013, are therefore not entitled to exercise the participation and voting rights of these shares unless they obtain power of proxy or authorization to participate or exercise voting rights. In such cases, participation and voting rights remain with the shareholder entered in the share register until the amendment has been made. All shareholders in the Company that have not yet been entered in the share register are thus requested to submit amendment applications in good time. Representation Shareholders who are entered in the share register and who have registered their attendance in the correct manner and by the specified deadline (see section above: "Attendance at the AGM and exercising voting rights") can arrange for their rights to be exercised by a proxy at the Annual General Meeting. The shareholder can authorize an agent of their choice, including the bank managing the deposit account or a shareholders' association. If the shareholder vests more than one agent with a power of proxy, the Company can reject one or more of these agents. If a credit institute or equivalent agent or institution is not authorized with power of proxy (see Section 135 (8) AktG and Section 135 (10) in conjunction with Section 125 (5) AktG), the power of proxy, its substantiation vis-à-vis the Company and, where applicable, its withdrawal, must be submitted in electronic form (Section 126b BGB). Power of proxy can be granted and/or substantiated vis-à-vis the proxy or vis-à-vis the Company. The same applies for revoking power of proxy. The Company therefore requests that notification of the granting of power of proxy as well as its substantiation vis-à-vis the Company and, where applicable, its withdrawal, be communicated in electronic form (Section 126b BGB) to the Company through one of the following contact options: c/o Computershare Operations Center 80249 Munich, Germany By fax: +49 (0)89 3090374675 By e-mail: wackerneuson-hv2013@computershare.de Page 4 of 8
On the day of the Annual General Meeting, verification of power of proxy can also be provided at the entry and exit checks of the Annual General Meeting. Any special requirements related to the granting of power of proxy to a credit institute or equivalent agent or institution (see Section 135 (8) AktG and Section 135 (10) in conjunction with Section 125 (5) AktG) remain unaffected. Shareholders who intend to vest a credit institute or equivalent agent or institution (see Section 135 (8) AktG and Section 135 (10) in conjunction with Section 125 (5) AktG) with a power of proxy are therefore requested to consult with the intended proxy and clarify all related issues. Representation via Company proxies The Company offers shareholders the option of being represented by proxies appointed by the Company who are bound to follow the shareholder s instructions. These Companynominated proxy holders must be issued with power of proxy as well as instructions for exercising voting rights. They only exercise voting rights as specifically instructed by the shareholder. In other words, power of representation will be invalid for these proxies unless instructions are provided. If the instructions are not explicit, the proxies will refrain from voting on the respective agenda items. This is also the case with unscheduled proposals. Please note that proxies appointed by the company cannot accept any mandates relating to making comments, asking questions, proposing motions, requesting explanations of items on the agenda or other shareholders rights. Authorizations and instructions for proxies nominated by the Company must be communicated in electronic form (Section 126b BGB) and can be submitted, amended and withdrawn through one of the contact options listed above. We kindly request that the authorization of proxies and the related instructions be submitted using the relevant authorization form and sent to the postal address, fax number or e-mail address given on the form. Shareholders and representatives present at the Annual General Meeting can also submit, amend and withdraw power of proxy and instructions on site during the Annual General Meeting until the end of the general debate. Shareholders will be sent further information on how to issue power of proxy and instructions along with forms for issuing proxy authority together with the registration form. Shareholders rights Shareholders are accorded, amongst others, the following rights in advance and/or during the Annual General Meeting in line with Section 56, Sentences 2 and 3 of the German law governing the implementation of an SE (SE-Ausführungsgesetz), Section 50 (2) of the SE- Ausführungsgesetz, Section 122 (2), Section 126 (1), Section 127 and Section 131 (1) AktG. Page 5 of 8
Further information on this is available on the Company s website at: http://corporate.wackerneuson.com/ir/en-agm.php. a) Counter-proposals and nominations for election Each shareholder is entitled to submit counter-proposals to various agenda items proposed by the Executive Board and/or the Supervisory Board in line with Section 126 (1) AktG as well as proposals regarding the appointment of auditors / Group auditors (agenda item 5) in line with Section 127 AktG. Counter-proposals must be accompanied by a substantiation. Nominations for elections do not need to be substantiated. All such counter-proposals or nominations for election must be submitted through one of the following contact options. Proposals or nominations sent to other addresses will not be taken into consideration: Head Office Investor Relations Preussenstrasse 41 80809 Munich, Germany By fax: +49 (0)89 35402298 By email: IR@wackerneuson.com Shareholders are required to provide proof of their status as shareholders when submitting counter-proposals or nominations for elections. Counter-proposals to a proposed resolution for a specific agenda item accompanied by substantiation, as well as nominations for election from shareholders that are submitted in good time (i.e. no later than midnight (CET) on Monday, May 13, 2013) through one of the contact options listed above will be published online immediately upon receipt at http://corporate.wackerneuson.com/ir/en-agm.php together with the shareholder s name, the substantiation (optional for election nominations) and any comments from management. Under the conditions cited in Section 126 (2) AktG, the Company may decide not to publish a counter-proposal and its substantiation. The substantiation of a counter-proposal, for example, does not have to be published if it comprises more than 5,000 characters. Furthermore, nominations for auditors / Group auditors (agenda item 5) are only published if they contain the name, occupation and town/city of residence of the nominee. Furthermore, counter-proposals and nominations for elections are only considered in the Annual General Meeting if they are submitted during the Annual General Meeting, even if these counter-proposals and nominations for elections were submitted to the Company in advance. The right of each shareholder to put forward counter-proposals to various agenda items and nominations for elections during the Annual General Meeting even if they have not Page 6 of 8
been previously submitted in the specified form by the specified deadline, remains unaffected. Please submit any requests for documentation or general queries regarding the Annual General Meeting by post, fax or e-mail to the addresses listed above. b) Shareholders rights to information As defined under Section 131 (1) AktG, the Executive Board is obliged to provide all shareholders with information on the Company s affairs upon request, provided that the information is necessary for correctly assessing a specific agenda item. This information includes legal and business relations of to affiliated companies as well as information on the position of the Group and all companies included in the Consolidated Financial Statements. Requests for information must always be made verbally at the AGM. The Executive Board may decide not to provide information in response to individual questions for reasons set down in Section 131 (3) AktG (a request can be turned down in order to protect industrial secrets, for example). Furthermore, the chairperson of the Annual General Meeting is also authorized to place appropriate time restrictions on the rights of shareholders to ask questions and make statements, in line with Section 19 (2) of the Articles of Incorporation. c) Requests for additions to the agenda Shareholders whose individual or combined holdings correspond to a pro-rata amount of EUR 500,000 of the share capital (equivalent to 500,000 shares) may request that items are added to the agenda and published. This quorum is determined in line with Art. 56 Sentence 3 of Council Regulation (EC) No. 2157/2001 in conjunction with Section 50 (2) of the German Law on Implementation of the SE (SEAG), which sets out the rights of shareholders of a European Company (SE) to request that items be added. Section 50 (2) SEAG corresponds to the content of Section 122 (2) AktG. Each new item must be accompanied by a substantiation or proposed resolution. Such a request must be made in writing and sent to the Executive Board at the following address: Executive Board c/o Investor Relations Preussenstrasse 41 80809 Munich, Germany The application requesting an addition to the agenda must be received by the Company by midnight (CET) on Saturday, April 27, 2013 at the latest. Requests for additional items that are subject to disclosure, and which were not already announced in the invitation, are immediately published upon receipt in the electronic Federal Bulletin (ebundesanzeiger). These requests Page 7 of 8
are also submitted for publication in media sources which the Company deems suitable for disseminating the information across the European Union. They will also be made available to shareholders online at http://corporate.wackerneuson.com/ir/en-agm.php. Total number of shares and voting rights at the time of convening the Annual General Meeting At the time of convening the Annual General Meeting, 70,140,000 registered shares, each representing a proportionate amount of the share capital of EUR 1.00, have been issued; each share entitles its holder to one vote. The company does not currently hold any treasury shares. All shares issued carry full participation and voting rights. At the time of convening the Annual General Meeting, the 70,140,000 registered shares therefore correspond to a total of 70,140,000 votes. Information published on the Company s website This invitation to the Annual General Meeting together with any documentation relating to agenda items that the Company is required by law to publish have been made available online at http://corporate.wackerneuson.com/ir/en-agm.php as of the date the Annual General Meeting was convened. This information includes information as per Section 124a AktG as well as any counter-proposals, nominations for elections and requests for additions to the agenda submitted by shareholders and subject to disclosure together with further information on the shareholders rights listed above and the total number of shares and voting rights at the time of convening the Annual General Meeting. Voting results will also be published here following the Annual General Meeting. We look forward to seeing you in Munich. Munich, April 2013 The Executive Board Page 8 of 8