- CONVENIENCE TRANSLATION - SolarWorld Aktiengesellschaft. Bonn

Transcription

1 Bonn Invitation to an extraordinary general meeting of shareholders of, Bonn WKN , ISIN DE Dear Shareholders, We are pleased to invite you to the extraordinary general meeting of shareholders of (the Company ) being held on Thursday, 11 July 2013, at 11:00 am at the World Conference Center Bonn (WCCB) / Plenary Hall, Platz der Vereinten Nationen 2, Bonn, Germany. Entry is permitted as of 10:00 am. Agenda 1 Report of the Management Board on the status of the restructuring No shareholder resolutions have been tabled under this agenda item. 2 Management Board notice of the loss of one half of the nominal share capital pursuant to Sec. 92 para. 1 of the German Stock Corporations Act (AktG) The Management Board notifies the general meeting of shareholders that the Company has lost the amount of one half of its nominal share capital. Since this agenda item is limited to notice by the Management Board in accordance with statutory regulations of the loss of one half of the nominal share capital pursuant to Sec. 92 para. 1 AktG, the administration has not tabled any shareholder resolutions under this agenda item.

2 Total number of shares and voting rights at the time of the convening of the general meeting of shareholders At the time of convening the general meeting of shareholders, the share capital of the Company in the amount of EUR 111,720, is divided into 111,720,000 ordinary bearer shares. Each share entitles the holder to one vote. At the time of convening this general meeting of shareholders the Company itself holds 924,607 of its own shares. The Company is not entitled to exercise any voting rights of these shares. The total number of shares with attendance and voting rights at the time of the convening of the general meeting of shareholders therefore amounts to 110,795,393. Condition for attendance at the general meeting of shareholders and the exercise of voting rights Pursuant to Sec. 9 para. 4a) sentence 1 of the articles, those shareholders who (i) register with the Company prior to the general meeting of shareholders and (ii) prove to the Company their entitlement are entitled to attend at the general meeting of shareholders and to exercise voting rights. The registration must be prepared in text form (Sec. 126b of the German Civil Code BGB) in German or English and must be received by the Company at the address, fax number or address set out below. The evidence of entitlement must be provided by way of evidence of share ownership issued in text form (Sec. 126b BGB) in German or English by an institution maintaining the depository account. The evidence issued by the institution maintaining the depository account must relate to the beginning of the twenty-first day prior to the date of the general meeting of shareholders, hence 20 June 2013 (12:00 am). The importance of the effective date (Record Date) for evidence of share ownership is discussed specially below. Pursuant to Sec. 9 para. 4 a) sentence 2 of the articles, both the registration and the evidence of share ownership must be received by the Company at least six days prior to the general meeting of shareholders, therefore by no later than 4 July 2013 (midnight) at the following address, fax number or address: 2

3 c/o Deutsche Bank AG Securities Production - General Meetings - Postbox Frankfurt am Main, Germany Fax: +49 (0) 69 / wp.hv@xchanging.com Deutsche Bank AG is the Company s authorised agent for service for the registration and evidence of share ownership. Upon timely registration, including evidence of share ownership, with the Company, entry passes will be sent to the shareholders or deposited at the site of the meeting by the registration office for the general meeting of shareholders. The entry passes are only an organisational support and are not a condition for attendance at the general meeting of shareholders or the exercise of voting rights. In order to ensure the timely receipt of the entry passes, we ask that shareholders request an entry pass from their depository financial institutions at the earliest date possible. The required registration and the provision of evidence of the definitive share ownership will be undertaken in such cases by the financial institutions maintaining the depository accounts. Importance of the effective date for evidence (Record Date) The effective date for evidence (Record Date) is the decisive date for the scope and the exercise of attendance and voting rights at the general meeting of shareholders. Vis-à-vis the Company, only those persons who have provided evidence of share ownership at the Record Date shall be regarded as shareholders with an entitlement to attend and exercise voting rights. Changes to shareholdings occurring after the Record Date have no significance. Shareholders who have acquired their shares only after the Record Date are therefore not entitled to attend the general meeting of shareholders on their own behalf. Shareholders who have properly registered and who have provided evidence of share ownership are also able to attend at the general meeting of shareholders and to exercise voting rights even where these have sold their shares after the Record Date. The effective date for evidence has no effects upon the salability of the shares. Procedure for voting by proxy Shareholders may also permit their voting rights to be exercised at the general meeting of shareholders through a proxy e.g. a financial institution, a shareholders association or another third party. The use of a proxy also requires timely registration for the general meeting of shareholders and timely evidence of share ownership in accordance with the above terms (see above under Condition for attendance at the general meeting of 3

4 shareholders and the exercise of voting rights ). Where a shareholder grants a proxy to more than one person, the Company may reject one or more of these. Where neither a financial institution nor a shareholders association nor a person or institution equivalent to these in accordance with Sec. 135 para. 8 or Sec. 135 para. 10 AktG read together with Sec. 125 para. 5 AktG is granted a proxy, the grant of a power of attorney, its withdrawal and proof of authorisation vis-à-vis the Company must take place in text form (Sec. 126b BGB). Neither statutory law nor the articles require that a proxy granted to a financial institution, a shareholders association or a person or institution equivalent to these in accordance with Sec. 135 para. 8 or Sec. 135 para. 10 AktG read together with Sec. 125 para. 5 AktG comply with requirements of form. However, it is possible that the proxyholder will insist on a special form for the grant of proxy, since that party must verifiably establish the proxy in accordance with Sec. 135 para. 1 sentence 2 AktG (potentially read together with Sec. 135 para. 8 or Sec. 135 para. 10 and Sec. 125 para. 5 AktG). We therefore ask that shareholders consult with the proxyholder on the form of the authorisation in such cases. Proof of authorisation may be provided by the proxyholder at the site of the meeting on the date of the general meeting of shareholders. Until the date of the general meeting of shareholders proof of authorisation may also be sent to the following address, fax number or address (e.g. as a scanned document e.g. in.pdf form): Investor Relations Department / General Meeting Martin-Luther-King-Str. 24, Bonn, Germany Fax: +49 (0) 228/ hv@solarworld.de On the date of the general meeting of shareholders itself, only the entry and exit supervision to the general meeting of shareholders at the World Conference Center Bonn (WCCB), Platz der Vereinten Nationen 2, Bonn, will be available to receive proof of authorisation from 10:00 am until shortly before the commencement of voting. A form pursuant to Sec. 30a para. 1 no. 5 of the Securities Trading Act (WpHG) which may be used for the grant of a proxy is found on the reverse side of the entry pass, which is sent to shareholders after proper and timely registration as described above, and which is also available to download at the Internet address The Company offers to shareholders that these be represented in accordance with their directions by voting proxies designated by the Company in respect of any proposed resolutions of shareholders received by the Company at the general meeting of shareholders. These will exercise voting rights strictly on the basis of instructions issued by the shareholder and are obliged to vote according to such instructions. The voting proxies designated by the Company will not accept any authorisations to file appeals against 4

5 resolutions adopted by the general meeting of shareholders, to exercise entitlements to speak and pose questions or to propose resolutions. Further information on voting by proxy and a form that may be used to issue a proxy and instructions to voting proxies designated by the Company will potentially be provided to shareholders upon timely and proper registration together with the entry pass and may also be available for download at the Internet address Proof of authorisation of the voting proxies of the Company must be received at the address, fax number or address set out below by no later than midnight on 10 July 2013 in the event that the Company receives proposed resolutions of shareholders. c/o Computershare Operations Center Munich, Germany Fax: anmeldestelle@computershare.de In addition, shareholders and their representatives attending at the general meeting of shareholders will also have the opportunity during the general meeting of shareholders to authorise the exercise of voting rights subject to instructions by the voting proxies of the Company. Questions, proposed resolutions, information requests (details of shareholders rights in accordance with Sec. 122 para. 2, Sec. 126 para. 1, Sec. 127 and Sec. 131 para. 1 AktG) Request for supplementary agenda items pursuant to Sec. 122 para. 2 AktG Pursuant to Sec. 122 para. 2 AktG, shareholders collectively holding shares that amount to one twentieth of the nominal share capital or the proportionate sum of EUR 500, may request that additional items be added to the agenda and publicised. Each new item must be accompanied by reasons or a proposed resolution. The request must be directed in writing to the Management Board of and must be received by the Company at least 30 days prior to the general meeting of shareholders, hence by no later than 10 June 2013 (midnight). Please send such requests to the following address: 5

6 Management Board of Martin-Luther-King-Str. 24, Bonn, Germany The requesting parties must prove that they are the holders of a sufficient number of shares for the duration of the minimum holding period of three months required by statute (Sec. 122 para. 2, Sec. 122 para. 1 sentence 3, and Sec. 142 para. 2 sentence 2 AktG as well as Sec. 70 AktG) and that these will hold them until the decision on the request. Unless these are already publicised upon convening the general meeting of shareholders, supplements to the agenda that must be publicised shall, immediately upon receipt, be published in the Federal Gazette and in such media with respect to which it can be expected that these will disseminate the information in the entire European Union. They will also be published at the Internet address Countermotions pursuant to Sec. 126 para. 1 AktG and nomination proposals pursuant to Sec. 127 AktG In addition, shareholders of the Company may submit proposed resolutions and and/or countermotions under the agenda items. Proposed resolutions and/or countermotions must be accompanied by reasons. Proposed resolutions and/or countermotions and other requests on the part of shareholders for the general meeting of shareholders must be directed exclusively to: Investor Relations Department / General Meeting Martin-Luther-King-Str. 24, Bonn, Germany Fax: +49 (0) 228/ hv@solarworld.de Proposed resolutions and/or countermotions addressed otherwise will be disregarded. Subject to Sec. 126 para. 2 and 3 AktG, upon receipt, the Company will publish proposed resolutions and/or countermotions by shareholders which are required to be made accessible, including the name of the shareholder and reasons which are to be made accessible, at the Internet address In doing so, all countermotions and/or nomination proposals under the items of this agenda which are received by no later than 26 June 2013 (midnight) at the above-noted address, fax number or address will be taken into account. Any positions taken by the administration will likewise be published at that stated Internet address. 6

7 The convening of the general meeting of shareholders provides for neither an election of supervisory board members nor an election of the auditor. Further comments on nomination proposals by shareholders pursuant to Sec. 127 AktG can therefore be dispensed with. We note that proposed resolutions and/or countermotions that are provided to the Company in advance on a timely basis will only be considered at the general meeting of shareholders where these are tabled orally during the general meeting of shareholders. The right of each shareholder to table proposed resolutions and/or countermotions under agenda items during the general meeting of shareholders without prior and timely provision of these to the Company remains unaffected. Information right pursuant to Sec. 131 para. 1 AktG At the general meeting of shareholders each shareholder or shareholder representative may request information from the Management Board on the affairs of the Company, provided that the information is required for the appropriate consideration of a subject of the agenda and no statutory right to refuse to provide information exists. Information requests must generally be submitted orally in the context of debate on a matter. The Management Board may refuse to provide information under the conditions set out in Sec. 131 para. 3 AktG. Pursuant to Sec. 10 para. 2 of the articles, the Chair may reasonably limit in time the entitlement of the shareholders to speak and pose questions; in particular, he/she may set reasonable time limits for the course of the meeting, the debate on individual agenda items and individual questions and statements. Further explanations Further explanations of the rights of the shareholders in accordance with Sec. 122 para. 2, Sec. 126 para. 1, Sec. 127, Sec. 131 para. 1 AktG can be found at the Internet address Other notes Information and materials in accordance with Sec. 124a AktG may be reviewed on the Internet at and downloaded if desired. All of the documents that are required by statute to be made accessible at the general meeting of shareholders shall be available for inspection at the general meeting of shareholders. The results of voting will be published at the same Internet address after the general meeting of shareholders. 7

8 The invitation to the general meeting of shareholders was published in the Federal Gazette on 21 May 2013 and was sent to such media with respect to which it can be expected that these will disseminate the information in the entire European Union. Bonn, May Management Board - Dr.-Ing. E.h. Frank Asbeck, Chair of the Management Board Dipl.-Wirtschaftsing. Frank Henn, Management Board - Marketing Dipl.-Kfm. tech. Philipp Koecke, Management Board - Finance Colette Rückert-Hennen, Attorney, Management Board Information Technology, Brand and Personnel This convenience translation of the Invitation to an extraordinary general meeting of shareholders serves for information purposes only. Only the German text of this invitation to an extraordinary general meeting of shareholders shall be decisive and legally mandatory. 8