ANNUAL GENERAL MEETING 2022
The virtual 2022 Annual General Meeting of DEUTZ AG took take place on Thursday, April 28, 2022.
Voting results (PDF | German language)
A draft copy of the speech of the Chairman of the Board of Management is available here.
If you have any questions, please contact the shareholder service:
Svenja Deißler | Investor Relations
Tel: +49 (0)221 822 24 91
Fax: +49 (0)221 822 15 24 91
Email: hvdeutzcom
Notification of the convocation of the Annual General Meeting in the Electronic Federal Gazette (PDF - German language)
Notice of the Annual General Meeting of DEUTZ AG taking place on April 28, 2022 (PDF)
Table 3 of the Annex to the Implementing Regulation (EU) 2018/1212 (PDF - German language)
In accordance with section 1 (1) and (2) of the COVID-19 Act and with the consent of the Supervisory Board, the Board of Management has decided that this year’s Annual General Meeting is to be held in the form of a virtual general meeting without the physical presence of the shareholders or their authorized representatives. Parliament has however explicitly allowed proxies nominated by the Company to attend in person as representatives of the shareholders.
No shareholders or other shareholder representatives (with the exception of the proxies appointed by the Company) are permitted to attend the virtual Annual General Meeting in person. Shareholders or their authorized representatives can exercise voting rights exclusively by means of electronic communication (electronic postal vote) or by granting authority to the proxies nominated by the Company. Shareholders or their authorized representatives as defined by section 118 (1) sentence 2 AktG cannot participate electronically in the meeting.
The Annual General Meeting will take place in the offices of the Company in Cologne, at Ottostrasse 1, 51149 Cologne (Porz-Eil), attended by the Chairman of the Supervisory Board, the Chairman of the Board of Management, and other members of the Supervisory Board and of the Board of Management, the proxies nominated by the Company, and the notary charged with taking the minutes of the Annual General Meeting.
Holding the 2022 Annual General Meeting as a virtual Annual General Meeting in accordance with the COVID-19 Act requires modifications to the procedures of the Annual General Meeting and to the rights of the shareholders. An audio and video webcast of the entire Annual General Meeting will be streamed on the internet, shareholders will be permitted to exercise their voting rights via electronic communication (electronic postal voting) and by authorizing proxies, shareholders will be granted the right to ask questions by means of electronic communication in advance of the virtual Annual General Meeting, and shareholders who have exercised their voting rights can raise objections to resolutions of the Annual General Meeting by means of electronic communication.
The Company also intends, around one week prior to the date of the virtual Annual General Meeting, to publish a draft copy of the speech of the Chairman of the Board of Management in the version available at that time on this Company’s website in order to give the shareholders an opportunity to ask questions about it.
We are therefore asking shareholders this year to take special note of the information below concerning registration for the Annual General Meeting, the exercising of voting rights, and other shareholder rights.
Only shareholders who register with the Company prior to the Annual General Meeting and provide proof of their entitlement to attend the Annual General Meeting and exercise their voting rights will be entitled to attend the virtual Annual General Meeting and exercise their voting rights (including exercising their voting rights by means of electronic postal vote or via an authorized representative).
The proof of entitlement to attend the virtual Annual General Meeting and to exercise voting rights must relate to such status as at the start of the 21st day before the Annual General Meeting, i.e. as at 00.00 hours (CEST) on April 7, 2022 (the proof of entitlement reference date). The proof of entitlement is to be submitted in the form of evidence prepared by the last intermediary (e.g. the custodian bank) in German or English in text form. The proof of entitlement to attend must be provided in accordance with the requirements pursuant to section 67c (3) AktG, which can be done with suitable proof of shareholding from the custodian bank.
Registration together with proof of entitlement to attend the virtual Annual General Meeting and exercise voting rights must reach the Company via the following address in text form (as defined in section 126b BGB) in either German or English by no later than 24.00 hours (CEST) on April 21, 2022.
DEUTZ AG
c/o Deutsche Bank AG Securities
Production General Meetings
Postfach 20 01 07
60605 Frankfurt am Main | Germany
Fax: +49 (0)69 12 01 28 60 45
Email: wp.hvdb-iscom
In order for shareholders to follow the webcast of the virtual Annual General Meeting via the InvestorPortal and exercise additional shareholder rights, they must have registered in time and submitted proof of their shareholding to the Company. The custodian banks normally conduct the mandatory registration process and submit proof of shareholding on behalf of their customers. Shareholders are therefore asked to contact their custodian bank as early as possible. Once the registration and proof of shareholding have been received, the registration office will send the confirmation of registration by post to the shareholders eligible to attend; the necessary login details for the InvestorPortal are printed on the confirmation of registration. These login details enable shareholders to log onto the InvestorPortal and, as described below, exercise their shareholder rights in respect of the virtual Annual General Meeting. The exercise of shareholder rights by other means – as also described below – remains unaffected. We would ask shareholders to register and send in the proof as soon as possible so that they receive the Annual General Meeting login details in good time.
Information on the rights of shareholders (PDF)
Shareholders will be granted the right to ask questions by means of electronic communication in accordance with section 1 (2) sentence 1 no. 3 and sentence 2 of the COVID-19 Act. The Board of Management has stipulated, in agreement with the Supervisory Board, that shareholders will not have a right to ask questions at the virtual Annual General Meeting itself. Questions from shareholders or authorized representatives may only be submitted via the InvestorPortal and must have reached the Company by no later than 24.00:00 hours (CEST) on April 26, 2021. Questions received after this time will be disregarded. Only duly registered shareholders or authorized representatives who have furnished the required proof of shareholding have a right to submit questions. By way of derogation from section 131 AktG, the Board of Management decides at its own discretion, exercising all due care and diligence, whether it will answer the questions at the virtual Annual General Meeting.
No resolutions will be adopted in respect of agenda item 1.: On March 10, 2022, the annual and consolidated financial statements prepared by the Board of Management were approved by the Supervisory Board in accordance with sections 171 and 172 of the German Stock Corporation Act (AktG), and the annual financial statements were thereby formally adopted. Formal adoption by the Annual General Meeting is therefore not required, i.e. the AktG does not require the adoption of a resolution in this regard, but the annual financial statements, the consolidated financial statements, the combined management report, the reports of the Board of Management, and the report of the Supervisory Board must be presented to the Annual General Meeting.
Votes on all of the other agenda items except agenda item 6 are binding.
The issued capital of the Company amounting to €308,978,241.98 was divided into 120,861,783 no-par-value bearer shares on the date on which this Annual General Meeting was convened. Each share confers one vote. All the shares are of the same type. The Company held no treasury shares on the date on which this Annual General Meeting was convened.
Statutes of DEUTZ AG (PDF)
Documents referring to agenda item 1:
- Annual report 2021 (PDF)
- Combined Management Report 2021 for DEUTZ Group and DEUTZ AG (PDF - German language)
- Report of the Supervisory Board | Extract from the annual report 2021 (PDF)
- Explanatory statement by the Board of Management in connection with sections 289a (1) and 315a (1) HGB (PDF)
Documents referring to agenda item 6:
- Annual report 2021 | Remuneration report see p. 56 onward, and the related report on the auditor’s full audit, including of the remuneration report, see p. 205 onward (PDF)
Documents referring to agenda item 7:
- Control and profit transfer agreement dated January 24, 2022 between DEUTZ AG and DEUTZ Deutschland GmbH (PDF)
- Joint report of the Board of Management of DEUTZ AG and the managing directors of DEUTZ Deutschland GmbH pursuant to section 293a AktG (PDF)
Documents referring to agenda item 8:
- Report of the Board of Management concerning the disapplication of pre-emption rights in accordance with section 186 AktG when purchasing treasury shares (PDF)
Shareholders will be given the opportunity to object to resolutions of the virtual Annual General Meeting in accordance with section 1 (2) sentence 1 no. 4 of the COVID-19 Act. Objections may only be submitted via the InvestorPortal and may be raised only by shareholders who have exercised their voting right by electronic postal vote or by proxy. Objections can be raised at any time from the start of the virtual Annual General Meeting until it is closed by the meeting chairman, stating the resolution to which the objection relates. Objections may also be submitted through an authorized representative. The voting proxies nominated by the Company are not available for this purpose. Objections received will be forwarded to the recording notary.
DEUTZ AG processes personal data as a controller within the meaning of Article 4 No. 7 of the General Data Protection Regulation (GDPR) in order to enable shareholders and their representatives to participate in the virtual Annual General Meeting and exercise their rights at the Annual General Meeting. Such processing also enables DEUTZ AG to fulfill its other obligations as a controller under stock-corporation law (e.g. publication and disclosure obligations). Data is deemed to be personal data if it relates to an individual. The pertinent data protection rules that apply in Germany are satisfied.
The controller can be contacted as follows:
DEUTZ AG
Data Protection Officer
Ottostrasse 1
51149 Cologne (Porz-Eil) | Germany
Tel: +49 (0) 221 8222 03 0
Fax: +49 (0) 221 8221 52 03 0
Email: datenschutzdeutzcom
The following items of personal data are processed in respect of each shareholder and each person who has been authorized by a shareholder to exercise, in his or her own name, the shareholder’s voting rights attaching to shares: last name and first name, address, email address if applicable (if supplied or known), number of shares, class of share, type of shareholding (own shareholding [Eigenbesitz], third-party shareholding [Fremdbesitz], or proxy shareholding [Vollmachtsbesitz]), and registration confirmation number.
The following personal data is processed in relation to a shareholder’s representative: last name and first name, address.
If this personal data is not sent to us by the shareholder or the shareholder’s representative when registering for the virtual Annual General Meeting, when participating in the virtual Annual General Meeting, when submitting a request for additions to the agenda pursuant to section 122 AktG, or when sending in a counterproposal or nomination for election pursuant to sections 126 and 127 AktG, the custodian bank of the shareholder in question will send us this personal data.
If countermotions or nominations for election pursuant to sections 126 and 127 AktG are submitted, they will be published on the Company’s website, i.e. made publicly available, together with the name of the shareholder concerned, the reasons for the countermotion or nomination for election, and any comment by the management of the Company.
An attendance list will be kept at the virtual Annual General Meeting. This list contains the personal data required by section 129 AktG for the attendees at the Annual General Meeting and for the shareholders represented, including name, place of residence, the number of shares represented by each authorized representative, and the class of such shares. On request, any shareholder must be permitted to inspect the attendance list for a period of two years after the Annual General Meeting.
The personal data is stored in accordance with statutory requirements and is deleted once the relevant record retention requirements no longer apply.
The processing of personal data is essential to participation in the Annual General Meeting and to the exercising of the shareholder’s rights. The legal basis for processing is Article 6 (1) c) GDPR.
The service providers engaged by the Company to organize the virtual Annual General Meeting receive from the Company only the personal data that they need to perform the services for which they have been engaged, and they process the data solely in accordance with the instructions given by the Company as controller.
Provided the relevant statutory requirements are met, data subjects have a right of access (Article 15 GDPR), right to rectification (Article 16 GDPR), right to restriction (Article 18 GDPR), right to object (Article 21 GDPR), right to portability (Article 20 GDPR), and right to erasure (Article 17 GDPR) in respect of their personal data. Data subjects may assert these rights free of charge vis-à-vis DEUTZ AG using the following contact details:
DEUTZ AG
Data Protection Officer
Ottostrasse 1
51149 Cologne (Porz-Eil) | Germany
Tel: +49 (0) 221 82 22 03 0
Fax: +49 (0) 221 822 15 20 30
Email: datenschutzdeutzcom
Shareholders and their representatives have a right to lodge a complaint with the data protection supervisory authority pursuant to Article 77 GDPR. Shareholders and their representatives can also contact our data protection officer using the contact details provided above.