ANNUAL GENERAL MEETING 2023
Replay of the CEO Speech
The draft of the speech of DEUTZ CEO Dr. Sebastian C. Schulte can be found here.
The virtual 2023 Annual General Meeting of DEUTZ AG took place on Thursday, April 27, 2023.
The Voting results can be found here (PDF | German language)
Notification of the convocation of the Annual General Meeting in the Electronic Federal Gazette (PDF | German language)
Table 3 of the Annex to the Implementing Regulation (EU) 2018/1212 (PDF | German language)
The Board of Management has passed a resolution, with the approval of the Supervisory Board, to hold the Annual General Meeting pursuant to Section 118a AktG in conjunction with Section 26n (1) of the Introductory Act to the Stock Corporation Act (EGAktG) as a virtual Annual General Meeting. Physical attendance by shareholders and their authorized representatives (with the exception of the Company’s proxies) at the venue of the Annual General Meeting is not permitted. The entire Annual General Meeting will be broadcast in video and audio from 10:00
After proper registration and proof of share ownership (see Notice of the AGM , Section III. 3.), shareholders will receive confirmation of registration by mail, on which their individual access data to the InvestorPortal are printed. 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 InvestorPortal is expected to go live on April 6, 2023.
In the interest of providing a comprehensive opportunity to prepare for the exercise of shareholders’ rights in advance of the meeting, approximately one week before the date of the virtual Annual General Meeting the Company plans to publish a draft of the Board of Management’s speech in the version available at that time on this website.
Only shareholders who register with the Company prior to the Annual General Meeting and provide proof of their entitlement to participate in the Annual General Meeting and exercise their voting rights will be entitled to participate in the virtual Annual General Meeting and exercise their voting rights.
The proof of entitlement to participate in 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 6, 2023 (“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. In addition to proof of entitlement to participate pur-suant to Section 67c (3) AktG, the Company will also accept equivalent proof of shareholding from a custodian bank pursuant to Section 123 (4) AktG.
Registration together with proof of shareholding must reach the Company via the fol-lowing address in text form (as defined in Section 126b BGB) in either German or English by no later than 24:00 hours on April 20, 2023.
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.hv@db-is.com
In order for shareholders to follow the webcast of the virtual Annual General Meeting and exercise additional shareholder rights, they must have registered in time and have 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 participate; the necessary login details for the InvestorPortal are printed on the con-firmation of registration. In order to ensure timely receipt of the access data, we ask shareholders to register and send the required proof as early as possible.
Information on rights for shareholders (PDF)
Shareholders or their authorized representatives who are connected electronically to the Annual General Meeting have a right to speak at the meeting, which is exercised by means of video communication. From the start of the Annual General Meeting, shareholders or their authorized representatives can register to speak at the virtual registration table in the InvestorPortal.
Video communication with shareholders or their authorized representatives is handled entirely via the InvestorPortal. Shareholders or their authorized representatives require either a non-mobile device (e.g. PC, notebook, laptop) or a mobile device (e.g. smartphone) to make a speech. For speeches, these devices must be connected to the Internet with stable upload/download bandwidth, and a camera and microphone must be available on the devices that can be accessed from the browser. No further installation of software components or apps on the end devices is required.
Persons who have registered for a speech via the virtual registration table will be subsequently connected for their speech. The Company will check the functionality of the video communication between the shareholder or authorized representative and the Company at the meeting and before the speech, and reserves the right to reject the speech if such functionality is not ensured.
In particular, the right to speak also includes the right pursuant to Section 118a (1) Sentence 2 No. 3 AktG to propose motions and nominations and to assert the right to information at the Annual General Meeting (see Notice on the AGM , Section III. 7.5).
Pursuant to Section 19 (2) of the Company’s Statutes, the chair of the meeting may impose reasonable time limits on the shareholder’s right to ask questions and to speak at the Annual General Meeting. Furthermore, inappropriate contributions, especially those that violate penal regulations, may be excluded from the presentation.
Pursuant to Section 131 (1) AktG, the Board of Management must provide each shareholder with information about the Company’s affairs upon request at the Annual General Meeting, provided that the information is necessary for the proper assessment of an agenda item and no right exists to refuse to provide such information. The duty of the Board of Management to provide information also extends to the Company’s legal and business relationships with its affiliated companies. Furthermore, the duty to provide information also relates to the situation of the Group and the companies included in the consolidated financial statements. Shareholders at the meeting have the right to ask questions on all answers given by the Board of Management pursuant to Section 131 (1d) AktG.
It is intended that the chair of the meeting will stipulate that the aforementioned right to information pursuant to Section 131 (1) AktG and the right to ask questions pursuant to Section 131 (1d) AktG are to be exercised at the Annual General Meeting exclusively by way of video communication, i.e. as part of the exercise of the right to speak (see Notice on the AGM, Section III. 7.4).
Shareholders participating in the Annual General Meeting may submit requests in accordance with Section 131 (4) and (5) AktG by means of electronic communication via the InvestorPortal.
No resolutions will be adopted in respect of agenda item 1.
The scheduled votes on agenda items 2 to 5 and 7 to 15 are binding, while the scheduled votes on agenda items 6 and 16 are of a recommendatory nature in the meaning of Table 3 of Implementing Regulation (EU) 2018/1212.
The Company’s share capital of EUR 308,978,241.98 at the time of the submission to the Federal Gazette of the notice convening the Annual General Meeting is divided into 120,861,783 no-par-value bearer shares. Each share confers one vote. All of the shares are of the same type. The Company does not hold any treasury shares at the time of filing the notice of the Annual General Meeting with the Federal Gazette.
Statutes (PDF)
Documents referring to agenda items 1 and 2:
- Annual Report 2022 (PDF)
- Combined Management Report 2022 for DEUTZ Group and DEUTZ AG (PDF | German language)
- Report of the Supervisory Board | Extract from the Annual Report 2022 (PDF)
- Explanatory statement by the Board of Management in connection with sections 289a (1) and 315a (1) HGB | Extract from the Annual Report 2022 (PDF)
- Report of the Management Board on the utilization of Authorized Capital II for the creation of 5,285,412 new shares of DEUTZ AG against contribution in kind (PDF | German language)
- Note on the resolution on the appropriation of net income (PDF | German language)
Documents referring to agenda item 6:
- Remuneration Report 2022 | Extract from the Annual Report 2022 (PDF)
Documents referring to agenda item 7:
- CVs of the candidates nominated for election to the Supervisory Board as well as information on their membership of other statutory supervisory boards and their membership of comparable domestic and foreign supervisory bodies of business enterprises | Extract from the Notice to the AGM (PDF)
- Qualification matrix in the meaning of recommendation C.1 of the German Corporate Governance Code | Extract from the Corporate Governance Declaration and Report for the Financial Year 2022 (PDF | p. 230)
- “As if” Qualification Matrix in the meaning of Recommendation C.1 of the German Corporate Governance Code (PDF)
- Note on the independence of the nominated candidates (PDF)
Documents referring to agenda items 10 to 14:
- Agenda items 10 and 11: Reports on the reasons for the proposed authorizations to exclude pre-emption rights pursuant to Section 203 (2) Sentence 2 in conjunction with 186 (4) Sentence 2 AktG | (PDF | p. 4 onward)
- Agenda items 12 and 13: Reports on the reasons for the proposed authorizations to exclude pre-emption rights in accordance with Section 186 (4) Sentence 2 in conjunction with 221 (4) Sentence 2 AktG (PDF | p. 13 onward)
- Agenda item 14: Report on the reasons for the proposed authorization to exclude pre-emption rights pursuant to Sections 71(1) No. 8 and 186 (4) Sentence 2 AktG (PDF | p. 22 onward)
Terms of Use – Submission and publication of statements (PDF | German language)
Shareholders and their authorized representatives who are connected electronically to the Annual General Meeting have the right to object to resolutions of the Annual General Meeting by means of electronic communication. Objections may be submitted via the InvestorPortal during the entire duration of the Annual General Meeting until the end of the Annual General Meeting. The Company’s designated proxies may not declare any objections to resolutions of the Annual General Meeting on the record of the notary public notarizing the Annual General Meeting.
DEUTZ AG processes personal data as a controller in 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 indi-vidual. The pertinent data protection rules that apply in Germany are satisfied.
The controller can be contacted as follows:
DEUTZ AG
Ottostrasse 1
51149 Cologne (Porz-Eil)
Germany
Tel: +49 (0) 221 8222 0
E-mail: info@deutz.com
The following personal data of the respective shareholder or of persons authorized by a shareholder to exercise voting rights for shares in their own name are processed: Surname and first name, address, e-mail address (if communicated), number of shares, class of shares, type of share ownership (own shares, shares held by third parties or shares held by proxy) and number of the registration confirmation.
If a shareholder representative exists, the following personal data of the shareholder representative will be processed: surname and first name as well as address, e-mail address (if communicated).
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 a counterproposal or nomination for election pursuant to Sections 126 and 127 AktG or a statement or in the context of a speech or in the context of the aforementioned electronic communications, 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 statement by the management of the Company. The same applies to statements pursuant to Section 130a (1) to (4) AktG.
A list of participants will be kept at the virtual Annual General Meeting in accordance with Section 129 AktG. In the case of the virtual Annual General Meeting, the shareholders electronically connected to or represented at the meeting and the representatives of shareholders electronically connected to the meeting will be included in the list.
On request, any shareholder is to be permitted to inspect the attendance/participation 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 party responsible.
According to Article 15 GDPR, you have the right to receive information about the data stored about you, including any recipients and the planned storage period. If incorrect personal data is processed, you have a right to rectification pursuant to Article 16 GDPR. If the legal requirements are met, you may request the erasure or restriction of processing as well as object to processing (Articles 17, 18 and 21 GDPR). If the processing of your data is based on your consent, you may revoke this consent at any time in relation to the person responsible. Your data will then not be processed further.
If you believe that the processing of your personal data violates data protection law, you have the right to complain to a data protection regulator pursuant to Article 77 (1) GDPR.
The data protection supervisory authority responsible for DEUTZ AG is the North Rhine-Westphalia State Commissioner for Data Protection and Freedom of Information, Kavalleriestr. 2-4, 40213 Düsseldorf, Germany.
However, we would be pleased if you would first contact us with your request. The Data Protection Officer will also be happy to help you in this context.
You can contact the Data Protection Officer as follows:
DEUTZ AG
Data Protection
Ottostrasse 1
51149 Cologne (Porz-Eil)
Germany
Tel: +49 (0) 221 82 22 0
Email: datenschutz@deutz.com
Please use the suffix “Privacy” for postal letters.
