Invitation including agenda

real value
Annual General Meeting 2014
SolarWorld AG
Invitation and agenda
ISIN DE000A1YCMM2/WKN A1YCMM
ISIN DE000A1YDED6/WKN A1YDED
This translation is provided for convenience purposes. Only the German version shall be binding.
– SolarWorld 2014 –
German Version
All relevant documents can be found
at our webpage also in German
www.solarworld.de/hv2014.
Invitation
to the
Annual General Meeting
2014
Dear shareholders,
we invite you to the
Annual General Meeting of SolarWorld AG,
which will take place on
Friday, May 30, 2014, at 10 a.m. (CET)
at the “World Conference Center Bonn (WCCB)”/plenary room (“Plenarsaal”),
Platz der Vereinten Nationen 2,
53113 Bonn, Germany.
SolarWorld AG, Bonn
ISIN DE000A1YCMM2 / WKN A1YCMM,
ISIN DE000A1YDED6 / WKN A1YDED
real value
This translation is provided for convenience purposes. Only the German version shall be binding.
Sol arWorld 2014 • Invitation to the Annual Gener al Meeting • Agenda
004
Agenda
1. Presentation of the adopted annual financial statement as of 12/31/2012, along with a status
report; the annual consolidated financial statement as of 12/31/2012 approved by the Supervisory Board, along with a consolidated status report; as well as the Supervisory Board’s report
about fiscal year 2012 and the Management Board’s explanatory report about the information
pursuant to Art. 289, Para. 4 and 5; Art. 315, Para. 4 HGB [German Commercial Code].
The documents above can be reviewed online at www.solarworld.de/agm2014 and in the offices at
the company domicile, SolarWorld AG, Martin-Luther-King-Str. 24, 53175 Bonn, Germany. They
are also mailed to shareholders on request. In addition, the documents will be available at the
Annual General Meeting and will be explained in detail then. Based on statutory requirements, no
resolution about Agenda Item 1 is planned, because the Supervisory Board has already adopted the
annual financial statement and has approved the consolidated annual financial statement.
2. Presentation of the adopted annual financial statement as of 12/31/2013, along with a status
report; the annual consolidated financial statement as of 12/31/2013 approved by the Supervisory Board, along with a consolidated status report; as well as the Supervisory Board‘s report
about fiscal year 2013 and the Management Board’s explanatory report about the information
pursuant to Art. 289, Para. 4 and 5; Art. 315, Para. 4 HGB.
The documents above can be reviewed online at www.solarworld.de/agm2014 and in the offices at
the company domicile, SolarWorld AG, Martin-Luther-King-Str. 24, 53175 Bonn, Germany. They
are also mailed to shareholders on request. In addition, the documents will be available at the
Annual General Meeting and will be explained in detail then. Based on statutory requirements, no
resolution about Agenda Item 2 is planned, because the Supervisory Board has already adopted the
annual financial statement and has approved the consolidated annual financial statement.
3. Resolution to ratify the actions of the members of the Management Board for fiscal year 2012
The Management Board and the Supervisory Board propose to ratify the actions of the members of
the Management Board who held office during fiscal year 2012 for that period.
4. Resolution to ratify the actions of the members of the Management Board for fiscal year 2013
The Management Board and the Supervisory Board propose to ratify the actions of the members of
the Management Board who held office during fiscal year 2013 for that period.
5. Resolution to ratify the actions of the members of the Supervisory Board for fiscal year 2012
The Management Board and the Supervisory Board propose to ratify the actions of the members of
the Supervisory Board who held office during fiscal year 2012 for that period.
This translation is provided for convenience purposes. Only the German version shall be binding.
Sol arWorld 2014 • Invitation to the Annual Gener al Meeting • Agenda
6. Resolution to ratify the actions of the members of the Supervisory Board for fiscal year 2013
The Management Board and the Supervisory Board propose to ratify the actions of the members of
the Supervisory Board who held office during fiscal year 2013 for that period.
7.Resolution to create newly authorized capital, as well as to amend the articles of association
correspondingly
In order to allow the company to react quickly to market situations, the Management Board is to be
authorized to increase the company’s capital stock by issuing new bearer or registered non-par
shares.
The Management Board and the Supervisory Board propose passing the following resolutions:
a)T he Management Board, with approval by the Supervisory Board, is authorized to increase the
capital stock once or several times by up to a total of € 7,448,000.00 until May 30, 2019 by issuing new non-par bearer or registered shares for cash or contributions in kind.
In case of cash capital increases, shareholders have in principle a right to subscription. However, the Management Board, with approval by the Supervisory Board, is given the authorization to exclude shareholder‘s right to subscription, if capital is increased for cash and the issue
price of the new shares does not fall significantly below the price on the stock exchange, and
the total of the shares issued by excluding subscription rights pursuant to Art. 186, Para. 3,
Sentence 4 AktG [German Stock Corporation Act] does not exceed 10 percent of capital stock,
neither on the effective date nor at the time this authorization is exercised. This number
includes shares that are issued starting on May 30, 2014 because of an authorization for the use
of own shares pursuant to Art. 71, Para. 1, No. 8, Sentence 5; Art. 186, Para. 3, Sentence 4 AktG
by excluding the right to subscription.
In addition, the Management Board, with approval by the Supervisory Board, is given the
authorization to exclude the right to subscription in case of an increase in capital for contributions in kind.
The Management Board, with approval by the Supervisory Board, is given the authorization to
determine the specifics of the increase in capital. After the new shares have been signed and
acquired, the Supervisory Board is given the authorization to change the articles of association
corresponding to the extent of the increase in capital from authorized capital.
b)T he articles of association are amended by a new Art. 4, Para. 4, which reads as follows:
„(4) The Management Board, with approval by the Supervisory Board, is authorized to increase
the capital stock once or several times by up to a total of € 7,448,000.00 until May 30, 2019, by
issuing new bearer or registered non-par shares for cash or contribution in kind.
In case of cash capital increases, shareholders have in principle a right to subscription. However, the Management Board, with approval by the Supervisory Board, is authorized to exclude
shareholder‘s right to subscription, if capital is increased for cash and the issue price of the new
shares does not fall significantly below the price on the stock exchange, and the total of the
This translation is provided for convenience purposes. Only the German version shall be binding.
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shares issued by excluding subscription rights pursuant to Art. 186, Para. 3, Sentence 4 AktG
does not exceed 10 percent of capital stock, neither on the effective date nor at the time this
authorization is exercised. This number includes shares that are issued starting on May 30,
2014 because of an authorization for the use of own shares pursuant to Art. 71, Para. 1, No. 8,
Sentence 5; Art. 186, Para. 3, Sentence 4 AktG by excluding the right to subscription.
In addition, the Management Board, with approval by the Supervisory Board, is authorized to
exclude the right to subscription in case of an increase of capital for contributions in kind.
The Management Board with approval by the Supervisory Board, is authorized to determine the
specifics of the increase in capital. After the new shares have been signed and acquired, the
Supervisory Board is authorized to change the articles of association corresponding to the
extent of the increase in capital from authorized capital.“
Report by the SolarWorld AG Management Board to the Annual General Meeting pursuant to
Art. 203, Para. 2, Sentence 2; Art. 186, Para. 4, Sentence 2 AktG regarding Agenda Item 7 of
the SolarWorld AG Annual General Meeting
The Management Board and the Supervisory Board propose to the Annual General Meeting to create new authorized capital in the total amount of EUR 7,448,000.00. It is to be available for increasing cash capital or capital in kind.
In order to allow the company to react quickly to market situations, the Management Board is to be
authorized to increase the company’s capital stock by issuing new bearer or registered non-par
shares. Here the Management Board, with approval by the Supervisory Board, is to be authorized
to decide also on excluding the right to subscription. This is the proposal by the Management
Board and Supervisory Board.
An increase in capital is always an amendment to the articles of association and has therefore a
special impact on the interests of shareholders. To counter a dilution of their holdings, Art. 186
AktG grants each shareholder a statutory right to subscription in case of capital increases for
deposits. This statutory right to subscription can be excluded only subject to the special conditions
in Art. 186, Para. 3 and 4 AktG. To exclude the right to subscription for authorized capital, Art.
203, Para. 2 AktG decrees that the authorization can stipulate that the Management Board decides
about excluding the right to subscription. „If an authorization that provides for this is granted via
an amendment to the articles of association, Art. 186, Para. 4 applies accordingly.“ Pursuant to
Art. 186, Para. 4, Sentence 2 AktG, the Management Board must submit to the Annual General
Meeting a written report about the reason for the partial or complete exclusion of the right to subscription. This explains this report. The following applies additionally:
When deciding on the partial or complete exclusion of subscription rights in individual cases, the
Management Board shall only be guided by the interests of the company and the relevant considerations of the shareholders. The authorization is intended to allow the Management Board, with
approval by the Supervisory Board, to react quickly, flexibly and cost-effectively to financing
requirements that may arise. This proposal lies within the scope of the legal provision; shareholders‘ asset and voting rights are appropriately considered. It does so also via Art. 186, Para. 3, Sentence 4 AktG, which links the exclusion of subscription rights in individual cases to the additional
condition that the increase in capital for cash does not exceed 10 percent of the capital stock and
This translation is provided for convenience purposes. Only the German version shall be binding.
Sol arWorld 2014 • Invitation to the Annual Gener al Meeting • Agenda
the issue price does not fall significantly below the price on the stock exchange. The idea of protecting shareholders against dilution is also accommodated by the requirement to place the new
shares as close to the stock exchange price as possible. An economic disadvantage for the shareholders excluded from subscription rights is thus not apparent. In addition, the Management Board
will, if it uses the authorization, endeavor to achieve a placement of shares with minimum impact
on the market. Shareholders who would like to maintain their proportion of shares in case of a capital increase with the exclusion of subscription rights, have, due to the liquid market for company
shares, in any case the option to purchase the necessary number of shares on the stock exchange.
Authorization for issuing new shares for contributions in kind while excluding shareholders‘ subscription rights is necessary to purchase possible shares in other companies, for which corresponding capital requirements may be necessary. The authorized capital here offers the company
the opportunity to purchase shares in companies or portions of companies in appropriate individual cases for transfer of company shares. The option to pay in specific cases for the purchase of a
corresponding portion of shares by issuing company shares to the seller allows the company to
expand or complete its range of activities without straining its solvency. This is true, in particular,
of the expansion and optimization of SolarWorld‘s international sales structures, investment in
efficiency improvements and cost improvements in production, as well as further acquisition and
integration efforts by the company. The strategic development of the international large systems
business results in increased capital requirements, which must, if necessary, be covered immediately via fund management companies and other special interest groups. Because of the very high
competitive pressures in the solar industry, SolarWorld AG must be especially careful to avoid
additional liquidity problems and to compensate with flexible financing options.
The Management Board will carefully evaluate in each individual instance whether the use of this
instrument is suitable, necessary, proportional and economically feasible for the shareholders.
Only after such an evaluation will it attempt to receive approval from the Supervisory Board.
Authorizing such an approach then also saves the time and expense of convening a separate
Annual General Meeting in order to pass a resolution about a corresponding specific case.
This Management Board report is publicly available on the company’s website www.solarworld.de/
agm2014 as of the day the company’s Annual General Meeting is convened. In addition, the report
is also available at the company’s offices, as well as at the SolarWorld AG‘s Annual General Meeting for review at any time. On request, the report is provided to each shareholder as a copy free of
charge.
8. New election of the Supervisory Board
As part of the extraordinary shareholders’ meeting on August 7, 2013, the expansion of the Supervisory Board from three to six persons was passed and the SolarWorld AG‘s articles of association were changed accordingly. The company’s Supervisory Board is now composed of six members of the Supervisory Board of the shareholders, pursuant to Art. 95, Para. 1; Art. 96, Para. 1 and
Art. 101, Para. 1 AktG, and Art. 7, Para. 1 of the articles of association. The Annual General Meeting is not bound by nominations when it votes on the members of the Supervisory Board.
The tenure of current members of the Supervisory Board Dr. Claus Recktenwald (chairman), and
Mr. Marc M. Bamberger ends with the end of the Annual General Meeting on May 30, 2014. Both
members of the Supervisory Board are not running again.
This translation is provided for convenience purposes. Only the German version shall be binding.
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008
Against this background, the Supervisory Board proposes to appoint:
(1) Dr. Khalid Klefeekh Al Hajri, residing in Doha, Qatar
(2) Mr. Faisal M. Alsuwaidi, residing in Doha, Qatar
(3) Mr. Heiner Eichermüller, residing in Scottsdale, Arizona, USA
(4) Dr. Andreas Pleßke, residing in Herrsching am Ammersee, Germany
(5) Mr. Jürgen Wild, residing in Vaucresson, France
as members of the company’s Supervisory Board until the end of the Annual General Meeting that
decides about the discharge for the fiscal year ending December 31, 2018. The election is to be
conducted as an election of individual candidates.
Dr. Khalid Klefeekh Al Hajri is Vice Chairman and Managing Director of Qatar Solar S.P.C., Doha,
as well as Chairman and CEO of Qatar Solar Technologies Q.S.C., Doha. He does not hold office
in any other boards of directors and similar supervisory bodies to be established according to law.
Mr. Faisal M. Alsuwaidi works as the President of the Research and Development sector of the
Qatar Foundation for Education, Science and Community Development, Doha, and does not hold
office in any other boards of directors and similar supervisory bodies to be established according
to law.
Mr. Heiner Eichermüller works as a freelance senior business consultant. He does not hold office in
any other boards of directors and similar supervisory bodies to be established according to law.
Dr. Andreas Pleßke is an attorney and was previously the Chairman of the Supervisory Board of
Conergy AG, as well as the Chief Restructuring Officer (CRO) of William Prym Holding GmbH. He
holds offices in the following other boards of directors and similar supervisory bodies to be established according to law:
• C hairman of the Supervisory Board of m.a.x. Informationstechnologie AG, Munich [, Germany]
• C hairman of the Supervisory Board of smartOne Consulting AG, Berg/Starnberger See [, Germany]
Mr. Jürgen Wild works as a freelance senior business consultant. He holds offices in the following
other boards of directors and similar supervisory bodies to be established according to law:
• Member of the Supervisory Board of SAG Gruppe GmbH, Langen [, Germany]
Pursuant to Item 5.4.1, Para. 4 – 6 GCGC[German Corporate Governance Code], the following must
be disclosed with regard to the candidates for the Supervisory Board:
Qatar Solar S.P.C., Doha, which is associated with Dr. Khalid Klefeekh Al Hajri, holds 29 percent of
SolarWorld AG shares. In addition, SolarWorld AG holds 29 percent of shares in Qatar Solar
Technologies Q.S.C., which is also associated with Dr. Khalid Klefeekh Al Hajri.
This translation is provided for convenience purposes. Only the German version shall be binding.
Sol arWorld 2014 • Invitation to the Annual Gener al Meeting • Agenda
The Qatar Foundation for Education, Science and Community Development, Doha, which is associated with Mr. Faisal M. Alsuwaidi, controls 100 percent of Qatar Solar Q.S.C., which holds 29 percent of SolarWorld AG shares.
The other candidates for the Supervisory Board do not have personal or business relationships that
would have to be disclosed pursuant to Item 5.4.1, Para. 4 – 6 GCGC.
Several candidates as independent members of the Supervisory Board have expertise in accounting or annual audits, which satisfies the requirements of Art. 100, Para. 5 AktG.
There are no nominations for Chairman of the Supervisory Board, which are to be announced pursuant to Item 5.4.3, Sentence 3 GCGC, at this time.
9. Resolution on changing the system of remuneration of the Supervisory Board
Different from the remuneration of the Supervisory Board passed most recently during the Annual
General Meeting on May 24, 2011, such remuneration is set anew effective June 1, 2014, again
until something different is passed.
Management Board and Supervisory Board therefore propose to pass the following resolution:
Each member of the Supervisory Board receives a fixed annual remuneration of € 40,000.00, as
well as reimbursement for expenses in terms of Art. 670 BGB [German Civil Code]. The variable
additional remuneration and a separate attendance fee do not apply. The Chairman of the Super
visory Board receives triple the amount, hence € 120,000.00, the Vice Chairman double, that
is € 80,000.00. Simple members of the Supervisory Board receive a total of € 5,000.00 beyond the
fixed annual remuneration for membership in one or more committees, in case of chairing at least
one committee double that amount instead, hence € 10,000.00. All amounts exclude value-added
tax, if applicable, and are pro rata temporis, if work on the Supervisory Board is begun or ended
during the year.
10.Selection of the annual auditor for fiscal year 2014
The Supervisory Board proposes that BDO AG Wirtschaftsprüfungsgesellschaft, Bonn, [Germany,]
be selected as the annual auditor for fiscal year 2014.
This translation is provided for convenience purposes. Only the German version shall be binding.
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Additional information about
the convocation
Total number of shares and voting rights
At the time the Annual General Meeting is convened, the company’s capital stock is divided into
14,896,000 bearer no-par shares without nominal value. Each share grants one vote. At the time of
convocation, the company holds 6,164 of its own shares. The company is not entitled to any voting
rights from these shares. At the time of convening the Annual General Meeting, the total number of
shares that entitle to participation and voting is therefore 14,889,836.
Condition for attendance at the Annual General Meeting and the
exercise of the right to vote
Pursuant to Art. 9, Para. 4a), Sentence 1 of the articles of association, shareholders that (i) register
with the company prior to the Annual General Meeting, and (ii) prove to the company their eligibility
are entitled to attend the Annual General Meeting and exercise their voting rights.
The registration must be prepared in text form in German or English and must arrive at the company
at the address, fax number or e-mail address listed below (Art. 126b BGB).
The proof of eligibility must be provided by evidence of share ownership in text form (Art. 126b BGB)
prepared in German or English by a depository bank. The evidence issued by the depository bank
must reference the beginning of the twenty-first day before the Annual General Meeting, that is,
May 9, 2014
(0:00 hours)
The importance of the effective date (record date) for evidence of share ownership is explained separately below.
Both registration and evidence of share ownership must arrive at the company pursuant to Art. 9,
Para. 4a), Sentence 2 of the articles of association at the latest six days before the Annual General
Meeting, that is at the latest on
May 23, 2014
(24:00 hours)
at the following address, fax number or e-mail address:
This translation is provided for convenience purposes. Only the German version shall be binding.
Sol arWorld 2014 • Invitation to the Annual Gener al Meeting • Additional information about the convoc ation
SolarWorld AG
c/o Deutsche Bank AG
Securities Production
General Meetings
PO Box 20 01 07
60605 Frankfurt am Main [, Germany]
Fax: +49 (0) 69/12012-86045
Email: [email protected]
Deutsche Bank AG is the company’s authorized agent for service of registration and evidence of share
ownership.
After timely registration and receipt of the evidence of share ownership by the company, the registration office will send tickets for the Annual General Meeting to shareholders, or deposit these at the
meeting location. The tickets are only organizational tools and are not required to attend the Annual
General Meeting or exercise voting rights.
To ensure timely receipt of tickets, we ask shareholders to request a ticket as early as possible from
their depository bank. The required registration and provision of evidence of relevant share ownership will in such cases be handled by the depository bank.
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 Annual General Meeting. With regard to the company, only those
persons who have provided evidence of share ownership as of the record date shall be considered
shareholders entitled to attendance and voting rights at the Annual General Meeting. Changes in the
stock portfolio after the record date are irrelevant for this purpose. Shareholders who only purchased
their shares after the record date can therefore not attend the Annual General Meeting in their own
name. Shareholders who have properly registered and provided the evidence are also eligible to attend
the Annual General Meeting and exercise their voting rights, if they have sold the shares after the
record date. The effective date for evidence does not affect the ability to sell the shares.
Exercising the right to vote
After proper registration, the shareholders can arrive in person at the Annual General Meeting and
themselves exercise their voting rights.
Shareholders can also permit their voting rights to be exercised by a proxy – e. g., a financial institution, a shareholders‘ association or another third party, if they granted the appropriate proxy.
This translation is provided for convenience purposes. Only the German version shall be binding.
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In addition, we offer our shareholders voting right representation by proxies appointed by the company. These solely exercise the voting rights based on the instructions given by the shareholder and
are required to vote pursuant to these instructions. Without instructions, the proxies will abstain from
voting or not participate in the vote. The proxies appointed by the company do not accept powers of
attorney to contest resolutions passed by the general assembly, to exercise the right to speak and ask
questions, or to submit petitions.
Timely registration and evidence of share ownership are required, even if a proxy is named.
A form pursuant to Art. 30a, Para. 1, No. 5 of German Securities Trading Law [WpHG] for granting a
proxy is provided on the back of the ticket that is sent to shareholders after they have properly registered in terms of form and date; that form is also available for downloading from the URL www.solarworld.de/agm2014. A text is sufficient to grant the proxy, revoke it and prove authorization to the company If financial institutions, shareholders‘ associations or persons treated as such pursuant to Art.
135, Para. 8 AktG are granted a proxy, special requirements must usually be considered; such
requirements can be obtained from each of the parties to be granted a proxy.
The proof of proxy authorization can be provided by declaration to the company at the following
address up to the day of the Annual General Meeting:
SolarWorld AG
Investor Relations Department
Martin-Luther-King-Str. 24, 53175 Bonn, Germany
Fax: +49 (0) 228/55920-9470
Email: [email protected]
or can be provided on the day of the Annual General Meeting at the meeting location by the proxy
holder. On the day of the Annual General Meeting itself only the entry and exit control to the Annual
General Meeting at the „World Conference Center Bonn (WCCB)“, Platz der Vereinten Nationen 2,
53113 Bonn, [Germany,] is available to accept the proxy authorization starting at 9 a.m. (CET) until
shortly before voting starts.
Shareholders who prior to the Annual General Meeting want to grant voting representation to the
proxies appointed by the company are for organizational reasons asked to send the duly completed
form for granting the proxies and instructions to the proxies, which is printed on the back of the
ticket, to the following address:
SolarWorld AG
c/o ITTEB GmbH & Co. KG
Vogelanger 25, 86937 Scheuring [, Germany]
Fax: +49 (0) 8195/9989-664
Email: [email protected]
arriving there by May 28, 2014.
Shareholders who do not want to participate in person in the Annual General Meeting can also vote in
writing or via electronic communication (absentee ballot). The form printed on the ticket is available
for this purpose. The votes cast via absentee ballot must arrive at the address below by and including
May 28, 2014:
This translation is provided for convenience purposes. Only the German version shall be binding.
Sol arWorld 2014 • Invitation to the Annual Gener al Meeting • Additional information about the convoc ation
SolarWorld AG
c/o ITTEB GmbH & Co. KG
Vogelanger 25, 86937 Scheuring [, Germany]
Fax: +49 (0) 8195/9989-664
Email: [email protected]
Additional details about attending the Annual General Meeting, and granting proxies and instructions
are provided along with the ticket to shareholders who have registered pursuant to Art. 9 of the articles
of association. Corresponding information is also available online at www.solarworld.de/agm2014.
Amendments to the agenda on request of a minority pursuant to
Art. 122, Para. 2 AktG
Pursuant to Art. 122, Para. 2 AktG, shareholders whose collective shares are a twentieth of the capital
stock (€ 744,800.00) or are the pro-rated amount of € 500,000.00, can require that items be put on the
agenda and be made public. Each new item must be accompanied by reasons or a proposed resolution.
The request must be addressed in writing to the company’s Management Board and must arrive at the
latest 30 days before the Annual General Meeting, that is at the latest by the end of
April 29, 2014
(24:00 hours)
Please send corresponding requests to the following address:
Management Board of SolarWorld Aktiengesellschaft
Martin-Luther-King-Str. 24,
53175 Bonn, Germany
The requesting parties must provide evidence that they have owned a sufficient number of shares for
the statutory minimum ownership period of 3 months (Art. 122, Para. 2; Art. 122, Para. 1, Sentence 3;
Art. 142, Para. 2, Sentence 2 AktG, as well as Art. 70 AktG) and that they are holding these shares
until a decision about their request has been made.
Amendments to the agenda to be made public – unless already made public with the convocation – are
promptly published in the German Federal Gazette and are forwarded to such media for publication as
can be assumed to distribute the information across the entire European Union. They are also made
public at the URL www.solarworld.de/agm2014.
This translation is provided for convenience purposes. Only the German version shall be binding.
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Shareholder petitions and nominations pursuant to Sec. 126
and 127 AktG
Counterproposals against a proposal by the Management Board and Supervisory Board regarding a
specific agenda item, which must be accompanied by a reason, as well as nominations must be
addressed only to:
SolarWorld AG
Investor Relations Department
Martin-Luther-King-Str. 24, 53175 Bonn, Germany
Fax: +49 (0) 228/55920-9470
Email: [email protected]
Counterproposals and nominations addressed differently are not considered.
Subject to Art. 126, Para. 2 and 3 AktG, the company will publish shareholders‘ proposals for resolutions and/or counterproposals to be made public, including the name of the shareholder and reasons
that must be made public, at the URL www.solarworld.de/agm2014 after such proposals or counterproposals have been received. Here all counterproposals and nominations received by
May 15, 2014
(24:00 hours)
at the latest at the address, fax number or e-mail address above are considered. Possible statements
from the administration are also published at the URL listed.
Pursuant to Art. 127, Sentence 2 AktG, a reason does not need to be stated for a shareholder‘s nomination for a member of the Supervisory Board. In addition to the reasons stated in Art. 126, Para. 2 AktG,
the Management Board does not have to make a nomination public, if the nomination does not include
the name, actual job and domicile of the candidate. Nominations for a member of the Supervisory
Board also do not need to be made public, if information about membership of the proposed candidate
for the Supervisory Board in other boards of directors to be constituted by law in terms of Art. 125,
Para. 1, Sentence 5 AktG is not included.
We note that proposed resolutions and/or counterproposals that have been provided to the company in
advance in a timely manner are only considered during the Annual General Meeting, if they are made
orally during the Annual General Meeting.
The right of each shareholder to submit proposed resolutions and/or counterproposals to agenda items
without prior timely provision to the company is not affected.
This translation is provided for convenience purposes. Only the German version shall be binding.
Sol arWorld 2014 • Invitation to the Annual Gener al Meeting • Additional information about the convoc ation
Shareholder‘s right to information pursuant to Art. 131, Para. 1 AktG
During the Annual General Meeting, each shareholder or shareholder‘s representative can request
information about company business from the Management Board, if the information is necessary to
properly assess an agenda item and there is no legal right to refusal of the information.
Requests for information must in principle be made orally during the Annual General Meeting as part
of the discussion. Under the circumstances listed in Art. 131, Para. 3 AktG, the Management Board
can refuse to provide the information.
Pursuant to Art. 10, Para. 2 of the articles of association, the Chairman can appropriately limit the
time for shareholders‘ right to questions and to speak; he can, in particular, determine appropriately
the timeframe for the course of the meeting, for the discussion about individual agenda items, as well
as for individual questions and speeches.
Additional explanations
Additional explanations about shareholders‘ rights pursuant to Art. 122, Para. 2; Art. 126, Para. 1; Art.
127; Art. 131, Para. 1 AktG are available at the URL www.solarworld.de/agm2014.
This translation is provided for convenience purposes. Only the German version shall be binding.
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Other notes
The information and documents pursuant to Art. 124a AktG are available online at www.solarworld.de/
agm2014 and can be downloaded, if desired. Any and all documents to be made available by law to the
Annual General Meeting are available at the Annual General Meeting for review.
The voting results are published after the Annual General Meeting at the same URL.
The invitation to the Annual General Meeting was published on April 17, 2014 in the German Federal
Gazette and was forwarded to such media for publication as can be assumed to distribute the information across the entire European Union.
Bonn, April 2014
SolarWorld AG
The Management Board
Dr.-Ing. E. h. Frank Asbeck
Chief Executive Officer
Dipl.-Kfm. tech. Philipp Koecke
Chief Financial Officer
RAin Colette Rückert-Hennen
Chief Information, Brand and
Personnel Officer
Dipl.-Wirtschaftsing. Frank Henn
Chief Sales Officer
Dipl.-Ing. Jürgen Stein
Chief Brand Officer
Note: T his convenience translation of the Invitation to the annual general meeting of
shareholders serves for information purposes only. Only the German text of this
invitation to shall be decisive and legally mandatory.
Location
“World Conference Center Bonn (WCCB)”/plenary room (“Plenarsaal”),
Platz der Vereinten Nationen 2,
53113 Bonn, Germany
WCCB
Parking
WCCB/plenary room
SolarWorld AG
Investor Relations
Martin-Luther-King-Str. 24
53175 Bonn, Germany
www.solarworld.com
[email protected]
Phone: +49 228 / 559 20-470
Fax: +49 228 / 559 20-9470
Final Artwork: kreativ konzept, bonn/Berlin // www.kreativ-konzept.com
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