Invitation to the Annual General Meeting on April 24, 2012

engineering for a better world

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Agenda

GEA Group Aktiengesellschaft, Düsseldorf

ISIN: DE0006602006WKN: 660200

Invitation to the Annual General Meeting

Dear Shareholders:

You are invited to attend the

Annual General Meeting of GEA Group Aktiengesellschaft

due to take place on Tuesday, April 24, 2012, 10:00 hrs. (Central European Summer Time – CEST) at the Congress Center Luise-Albertz-Halle, Düppelstraße 1, 46045 Oberhausen.

This is only a convenience translation into English from the original document in the German language which is solely binding for legal purposes.

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I. Agenda

1. PresentationoftheadoptedAnnualFinancialStatementsofGEAGroupAktiengesellschaftandoftheapprovedConsoli-datedFinancialStatementsasatDecember31,2011,oftheGroup Management Report combined with the Manage-mentReportofGEAGroupAktiengesellschaftincludingtheExplanatoryReportoftheExecutiveBoardontheinforma-tionprovidedinaccordancewith§289Sect.4andSect.5,§315Sect.2No.5andSect.4HGB[GermanCommercialCode]aswellastheReportoftheSupervisoryBoardforthe2011FiscalYear.

The Supervisory Board has approved the Annual Financial State-ments and the Consolidated Financial Statements prepared by the Executive Board; the Annual Financial Statements are adopted therewith pursuant to § 172 Sentence 1 AktG [German Stock Cor-poration Act]. Hence a resolution by the Annual General Meeting is not required.

2. AppropriationofNetEarnings

The Executive Board and the Supervisory Board propose that the net earnings of GEA Group Aktiengesellschaft for the 2011 fiscal year in the amount of EUR 101,367,285.27 be appropriated as follows:

Distribution of a dividend of EUR 0.55

per profit-participating no-par share = EUR 101,094,314.75

Profit carried forward = EUR 272,970.52

Net earnings = EUR 101,367,285.27

The aforementioned amount relating to the aggregate dividend payment considers the 183,807,845 profit-participating no-par shares existing at the date of convocation. To the extent that up to the day of the Annual General Meeting the number of participating shares should change, an appropriately adjusted motion will be submitted for resolution which will likewise provide for a dividend of EUR 0.55 per profit-participating no-par share.

3. RatificationoftheActsoftheExecutiveBoardinthe2011FiscalYear

The Executive Board and the Supervisory Board propose that the acts of the members of the Executive Board during the 2011 fiscal year be ratified for this period.

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4. RatificationoftheActsoftheSupervisoryBoardinthe2011FiscalYear

The Executive Board and the Supervisory Board propose that the acts of the members of the Supervisory Board during the 2011 fiscal year be ratified for this period.

5. ElectionoftheAuditorforthe2012FiscalYear

Based on the recommendation of the Audit Committee, the Super-visory Board proposes that KPMG AG Wirtschaftsprüfungsgesell-schaft, Berlin, be appointed auditor of the annual accounts of the Company and of the Consolidated Group for the 2012 fiscal year.

6. ApprovaloftheNewRemunerationSystemforExecutiveBoardMembers

The Annual General Meeting on April 21, 2011 approved the remu-neration system for the Executive Board members applicable for 2011 pursuant to § 120 Sect. 4 AktG. After the preceding Annual General Meeting the remuneration system for the Executive Board members was revised significantly. One objective of the new struc-ture was to optimize the symmetry of the opportunity/risk profile from the perspective of both shareholders and the Executive Board and to enhance the sustainability aspect by decoupling the short-term bonus elements from the long-term ones. Another goal was to install a remuneration system which can be transferred more easily to the contract levels below the Executive Board in order to ensure more efficient control of the operating business. Because of such changes again the option pursuant to § 120 Sect. 4 AktG shall be adopted to have the remuneration system for the Executive Board members approved by resolution of the Annual General Meeting. The remu-neration system valid as of the fiscal year 2012 for the Executive Board members is described in detail in the Remuneration Report which has been published in the Annual Report 2011 as part of the Corporate Governance Report.

The Executive Board and the Supervisory Board propose that the new system presented in the Remuneration Report (Annual Report 2011) for the remuneration of the Executive Board members of GEA Group Aktiengesellschaft valid as of 2012 be approved.

7. ApprovaloftheDominationandProfit&LossTransferAgreementbetweenGEAGroupAktiengesellschaftandGEABeteiligungsgesellschaftIImbH

Between GEA Group Aktiengesellschaft (“GEA Group”) as the controlling company and its wholly owned subsidiary GEA Beteiligungsgesellschaft II mbH, Düsseldorf (“GEA Bet II”) as the

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controlled company a Domination and Profit & Loss Transfer Agreement was concluded on March 8, 2012.

The Domination and Profit & Loss Transfer Agreement reads as follows:

Ҥ 1Management of GEA Bet II

GEA Bet II subjects the management of its company to GEA Group. Accordingly, GEA Group has the right to pass instructions to the Board of Management of GEA Bet II regarding the management of the company.

§ 2Transfer of Profits

1. GEA Bet II undertakes to surrender all of its profits to GEA Group in due compliance with § 301 AktG in its respectively valid version. Consequently – subject to allocation to or release of other retained earnings pursuant to paragraph 2 – the net income at year end prior to profit transfer less any loss carried forward from the previous year and any amount blocked from distribution in accordance with § 268 sect. 8 HGB shall be transferred.

2. Subject to the approval of GEA Group, GEA Bet II may allocate part of the net year-end income to other retained earnings to the extent that this is permissible under commercial law and economically justified with prudent commercial judgment. Other retained earnings set up during the term of this Agreement pursuant to § 272 sect. 3 HGB shall be released on request of GEA Group and used to compensate for any annual loss or to transfer them as profit. The transfer of funds from the release of other retained earnings pursuant to § 272 sect. 3 HGB set up prior to the effectiveness of the obligation to transfer profits and from capital reserves shall be excluded.

3. The obligation to transfer profits shall apply for the first time to the short fiscal year of GEA Bet II starting with its incorpo-ration and ending on December 31, 2012. GEA Group’s claim shall arise at the balance sheet closing date of GEA Bet II and shall be due for payout with immediate effect.

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§ 3Takeover of Losses

1. § 302 AktG shall be applicable analogously in its respectively valid version. Accordingly, the following shall apply in par-ticular:

a. GEA Group shall have the obligation to compensate any net loss otherwise incurred during the term of the Agreement at year end to the extent that it will not be offset by releas-ing funds from the other retained earnings pursuant to § 272 sect. 3 HGB that were allocated to such retained earnings during the term of the Agreement.

b. GEA Bet II undertakes not to waive the claim for compen-sation of losses or to enter into a settlement regarding the claim for loss compensation prior to the end of a period of three years following the date on which the registration of the termination of this Agreement with the commercial register was deemed published pursuant to § 10 HGB. This shall not apply in the case of GEA Group becoming insolvent and entering into a settlement agreement with its creditors in order to avert or eliminate the insolvency proceedings or if the obligation to render compensation is regulated in an insolvency plan.

2. The obligation to transfer profits shall apply for the first time to the short fiscal year of GEA Bet II starting with its incorpo-ration and ending on December 31, 2012. GEA Bet II’s claim shall arise at the balance sheet closing date of GEA Bet II and shall be due for payout with immediate effect.

§ 4Effectiveness and Term

1. This Agreement is concluded subject to the approval of the General Meeting and the Shareholder Meeting of the companies that are party to this Agreement. It shall become effective on the date of its entry in the commercial register at the registered seat of GEA Bet II.

2. This Agreement may be terminated for the first time at the close of December 31, 2018 with a six-month notice period. Unless it is terminated by giving notice, it shall be automatically extended by one year each, subject to the same notice period. Notice of termination must be served in writing.

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3. The right to terminate the Agreement for cause without observ-ing a notice period shall remain unaffected. In particular, GEA Group shall be entitled to terminate this Agreement for cause without observation of the notice period (i) if the shareholding in GEA Bet II is divested wholly or in part, (ii) if external third parties within the meaning of §§ 304, 305 AktG acquire an interest in GEA Bet II, especially if a compensation or indemnity offer would have to be determined to their benefit pursuant to §§ 304, 305 AktG in the case of conclusion of a (new) affiliation agreement, (iii) in the case of merger, spin-off or liquidation of GEA Bet II or if any other cause as specified under R 60 sect. 6 KStR 2004 [German Corporate Tax Guidelines] or a similar regulation applicable at the time of termination of this Agree-ment should apply.

4. In the case of termination of the Agreement, GEA Group shall furnish security to the creditors of GEA Bet II in analogous application of § 303 AktG.

5. In lieu of termination for cause, the parties may rescind the Agreement by mutual consent if the prerequisites for termina-tion for cause are fulfilled.

§ 5Final Provisions

1. Should individual provisions of this Agreement be or become invalid wholly or in part, this shall not affect the validity of the remaining provisions. In place of the invalid provision that valid settlement shall apply which from the commercial aspect comes closest to the will of the contracting parties expressed in the invalid provision. This shall apply mutatis mutandis to potential loopholes.

2. The costs for authentication of the resolution of the Shareholder Meeting of GEA Bet II to approve this Agreement as well as the costs for its entry in the commercial register shall be borne by GEA Bet II.”

GEA Bet II is a wholly owned subsidiary of the Company. No external shareholders exist so that no appropriate compensation (§ 304 AktG) or indemnity payment (§ 305 AktG) had to be provided for. For the same reason, an audit of the affiliation agreement pursuant to § 293 b Sect. 1 (at the end) AktG was not required.

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The Executive Board and the Supervisory Board propose that the Domination and Profit & Loss Transfer Agreement between GEA Group and GEA Bet II dated March 8, 2012 be approved.

8. ApprovaloftheDominationandProfit&LossTransferAgreementbetweenGEAGroupAktiengesellschaftandGEAConvenience-FoodTechnologiesGmbH

A Domination and Profit & Loss Transfer Agreement was concluded between GEA Group Aktiengesellschaft (“GEA Group”) as the controlling company and GEA Convenience-Food Technologies GmbH, Düsseldorf, (“GEA CT”) as controlled company on March 8, 2012. The content of this Domination and Profit & Loss Transfer Agreement is identical to that of the Agreement with GEA Bet II (cf. Item 7 on the Agenda).

GEA CT is a wholly owned subsidiary of the Company. No external shareholders exist so that an appropriate compensation (§ 304 AktG) and indemnity payment (§ 305 AktG) did not have to be provided for. For the same reason, an audit of the affiliation agreement pursuant to § 293 b sect. 1 (at the end) AktG was not required.

The Executive Board and the Supervisory Board propose that the Domination and Profit & Loss Transfer Agreement between GEA Group and GEA CT dated March 8, 2012 be approved.

9. By-electiontotheSupervisoryBoard

By decision of the Local Court of Düsseldorf dated August 4, 2011, Prof. Dr. Ing. Werner J. Bauer was appointed a member of the Supervisory Board of GEA Group Aktiengesellschaft. He succeeded to Dieter Ammer who stepped down from the Supervisory Board for personal reasons with effect from July 7, 2011. The term of office of Prof. Dr. Ing. Werner J. Bauer as shareholder representative on the Supervisory Board of the Company is limited until the date of the Annual General Meeting of the Company on April 24, 2012. For the above reason, a by-election is required. In accordance with § 10 Sect. 2 No. 1 of the Articles of Association, §§ 96 Sect. 1 AktG, 101 Sect. 1 AktG, §§ 1 Sect. 1, 7 Sect. 1 Sentence 1 No. 1 and Sect. 2 No. 1 MitbestG [German Codetermination Act] the Supervisory Board is composed of six members to be elected by the General Meeting and six members elected by the employees. The General Meeting is not bound to the proposals of candidates for election.

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Based on the recommendation presented by the Nomination Committee, the Supervisory Board proposes that

Prof. Dr. Ing. Werner J. Bauer, Lutry, Switzerland, Executive Vice President Nestlé AG, Switzerland

be elected to the Supervisory Board as shareholder representative.

Other memberships of supervisory boards established under the law:

– Nestlé Deutschland AG, Frankfurt, Chairman of the Super-visory Board

Memberships of comparable domestic and international super-visory bodies:

– Bertelsmann Foundation, Gütersloh, Chairman of the Board of Trustees

– Galderma Pharma S.A., Lausanne, Switzerland, Member of the Board of Directors and of the Strategy Committee

– Life Ventures S.A., La Tour-de-Peilz, Switzerland, President of the Board of Directors

– Nutrition-Wellness Venture S.A., Vevey, Switzerland, President of the Board of Directors

– L’Oreal S.A., Paris, France, Member of the Board of Directors– Nestlé Institute of Health Sciences S.A., Ecublens, Switzer-

land, President of the Board of Directors– Nestlé Health Science S.A., Lutry, Switzerland, Member of

the Board of Directors– Sofinol S.A., Manno, Switzerland, President of the Board

of Directors

He shall be elected in accordance with § 10 Sect. 6 of the Articles of Association of the Company for the remaining term of office for which the resigning Mr. Ammer was elected, i.e. the term running from the close of this Annual General Meeting to the end of the Annual General Meeting resolving on ratification for the fiscal year 2015.

10. RenewalofAuthorizedCapitalIandAmendmentof§4Sect.3oftheArticlesofAssociation

The current authorization of the Executive Board pursuant to § 4 Sect. 3 of the Articles of Association of the Company, to increase the nomi-nal capital of the Company by up to EUR 77,000,000.00 against cash contribution (Authorized Capital I) subject to the consent of the Supervisory Board is expiring on April 29, 2012. In order to endow the Executive Board with the necessary flexibility in performing

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potential capital measures also in future, the existing Authorized Capital I shall be renewed. To this end, the available Authorized Capital I which has not been used so far shall be canceled and replaced with new Authorized Capital I.

The Executive Board and the Supervisory Board therefore propose the following resolution to be adopted:

a) The Executive Board, acting with the consent of the Supervisory Board, is authorized to increase until April 23, 2017 the nominal capital of the Company by up to EUR 77,000,000.00 by issuing new no-par shares of the Company against cash contribution in one or more tranches (Authorized Capital I) and, pursuant to § 5 Sect. 4 of the Articles of Association, to determine a commence-ment of profit sharing in derogation of the legal provisions. The shareholders of the Company shall have a preemptive right in principle, but the Executive Board, acting with the consent of the Supervisory Board, shall be authorized to exclude fractional amounts from the shareholders’ preemptive right. Furthermore, the Executive Board, acting with the consent of the Supervisory Board, shall be authorized to determine further details of the capital increases under Authorized Capital I as well as the terms and conditions of issuance of the new shares. The new shares may also be taken over by banks with the obligation to offer them to the shareholders for acquisition.

b) The present § 4 Sect. 3 of the Articles of Association of the Company is canceled and redrafted as follows:

„(3) The Executive Board, acting with the consent of the Super-visory Board, is authorized to increase until April 23, 2017 the nominal capital by up to EUR 77,000,000.00 by issuing new no-par shares against cash contribution in one or more tranches (Authorized Capital I) and, pursuant to § 5 Sect. 4 of the Articles of Association, to determine a commence-ment of profit sharing in derogation of the legal provisions. The shareholders of the Company shall have a preemptive right in principle, but the Executive Board shall be autho-rized, acting with the consent of the Supervisory Board, to exclude fractional amounts from the shareholders’ preemp-tive right. Furthermore, the Executive Board, acting with the consent of the Supervisory Board, shall be authorized to determine further details of the capital increases under Authorized Capital I as well as the terms and conditions of issuance of the new shares. The new shares may also be taken over by banks with the obligation to offer them to the shareholders for acquisition.”

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c) The Supervisory Board is authorized to amend the wording of § 4 Sect. 3 of the Articles of Association in accordance with the respective utilization of Authorized Capital I and to adjust it after expiry of the authorization term as well as to carry through any further relevant amendments to the Articles of Association which merely refer to the wording.

11. CreationofContingentCapitaltoGrantExchangeRightstotheOriginalShareholdersoftheformerGEAAktien-gesellschaftforthePurposeofTerminatingthePendingAwardProceedingsaswellasAmendmentof§4Sect.6oftheArticlesofAssociation

In regard to the award proceedings pending at the Regional Court of Dortmund in connection with the conclusion of the domination and profit & loss transfer agreement between Metallgesellschaft Aktiengesellschaft and the former GEA Aktiengesellschaft in the year 1999, a court settlement was concluded on January 30, 2012 between the Company and the claimants including the common representatives involving an agreement on supplementary com-pensation and indemnity payment. Accordingly, the Company has committed itself to enhanced compensation in shares and increased indemnity payment. The settlement will not take effect until contingent capital as required for implementing the settlement is definitively registered.

To realize the enhanced compensation, up to about 15,101,645 shares with profit sharing for the fiscal years starting on January 1, 2012 have to be issued for the benefit of the outstanding GEA Aktien-gesellschaft shareholders of 1999. For the purpose of creating the new shares required in accordance with the settlement, the Execu-tive Board and the Supervisory Board of the Company propose contingent capital to be created in the amount needed. At the same time, the contingent capital currently existing as per § 4 Sect. 6 of the Articles of Association is to be canceled.

The Executive Board and the Supervisory Board propose the fol-lowing resolution to be taken:

a) The contingent increase in the nominal capital as resolved on by the General Meeting on August 18, 1999 and provided for in § 4 Sect. 6 of the Articles of Association of the Company by another EUR 3,210,619.02, subdivided into 1,188,791 bearer shares is canceled effective at the date the following contin-gent capital to be resolved on pursuant to lit. b takes effect.

b) The nominal capital is conditionally increased by a further amount of up to EUR 40,824,492.30, subdivided into up to

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15,101,645 bearer shares (Contingent Capital). The contingent capital increase shall serve to grant compensation in shares of the Company to the outstanding shareholders of the former GEA Aktiengesellschaft, Bochum, in conformance with the settlement of January 30, 2012 between the Company on the one hand and, on the other, the claimants and common repre-sentatives under the award proceedings pending at the Regional Court of Dortmund as per file number 20 O 533/99, based on which the award proceedings relating to the domination and profit & loss transfer agreement between Metallgesellschaft Aktiengesellschaft (the present GEA Group Aktiengesellschaft) and GEA Aktiengesellschaft of June 29, 1999 are terminated and the former exchange ratio is increased. The settlement provides for an increase in the exchange ratio determined in the domination and profit & loss transfer agreement between Metallgesellschaft Aktiengesellschaft and GEA Aktiengesellschaft of June 29, 1999 (3 ordinary shares of GEA Aktiengesellschaft for 5 shares of Metallgesellschaft AG and 2 preferred shares of GEA Aktiengesellschaft for 3 shares of Metallgesellschaft Aktiengesellschaft) to a uniform ratio of 15 ordinary or preferred shares of GEA Aktiengesellschaft for 31 shares of the Company.

The contingent capital increase will only be implemented to the extent that (i) the eligible outstanding shareholders of the former GEA Aktiengesellschaft assert their claim to the differ-ence between the compensation under the domination and profit & loss transfer agreement of June 29, 1999 and the enhanced compensation as per settlement of January 30, 2012 or to the extent that (ii) the eligible outstanding shareholders of GEA Aktiengesellschaft accept the modified compensation offer based on the settlement agreement of January 30, 2012 as against the domination and profit & loss transfer agreement between Metallgesellschaft Aktiengesellschaft and GEA Aktiengesellschaft of June 29, 1999, at the terms and conditions mentioned in the settlement agreement within the period set. The new shares are entitled to profit sharing from the beginning of the fiscal year, for which at the date of issuance of the shares, no General Meeting has taken place which decides on the appropriation of net earnings.

The Executive Board, acting with the consent of the Supervisory Board, is authorized to determine further details for the issuance of the shares under the Contingent Capital.

c) § 4 Sect. 6 of the Articles of Association of the Company is canceled and redrafted as follows:

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„(6) The nominal capital is conditionally increased by a further amount of up to EUR 40,824,492.30, subdivided into up to 15,101,645 bearer shares (Contingent Capital). The contingent capital increase serves to grant compensation in shares of the Company to the outstanding shareholders of the former GEA Aktiengesellschaft, Bochum, in confor-mance with the settlement of January 30, 2012 between the Company on the one hand and, on the other, the claimants and common representatives under the award proceedings pending at the Regional Court of Dortmund as per file number 20 O 533/99, based on which the award proceedings relating to the domination and profit & loss transfer agreement between Metallgesellschaft Aktien-gesellschaft (the present GEA Group AG) and GEA Aktien-gesellschaft of June 29, 1999 are terminated and the former exchange ratio is increased. The settlement provides for an increase in the exchange ratio determined in the domination and profit & loss transfer agreement between Metallgesellschaft Aktiengesellschaft and GEA Aktien-gesellschaft of June 29, 1999 (3 ordinary shares of GEA Aktiengesellschaft for 5 shares of Metallgesellschaft Aktiengesellschaft or 2 preferred shares of GEA Aktien-gesellschaft for 3 shares of Metallgesellschaft Aktiengesell-schaft) to a uniform ratio of 15 ordinary or preferred shares of GEA Aktiengesellschaft for 31 shares of the Company.

The contingent capital increase will only be implemented to the extent that (i) the eligible outstanding shareholders of the former GEA Aktiengesellschaft assert their claim to the difference between the compensation under the domi-nation and profit & loss transfer agreement of June 29, 1999 and the enhanced compensation as per settlement of Janu-ary 30, 2012 or to the extent that (ii) the eligible outstanding shareholders of GEA Aktiengesellschaft accept the modified compensation based on the settlement of January 30, 2012 as against the domination and profit & loss transfer agree-ment between Metallgesellschaft Aktiengesellschaft and GEA Aktiengesellschaft of June 29, 1999, at the terms and conditions mentioned in the settlement agreement within the period set. The new shares are entitled to profit sharing from the beginning of the fiscal year, for which at the date of issuance of the shares, no General Meeting has taken place which decides on the appropriation of net earnings. The Executive Board is authorized, acting with the consent of the Supervisory Board, to determine further details of the issuance of the shares under the Contingent Capital.”

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d) The Supervisory Board is authorized to amend the wording of § 4 Sect. 6 of the Articles of Association in accordance with the respective utilization of the Contingent Capital and to adjust it after expiry of all acceptance periods as well as to carry through any further relevant amendments to the Articles of Association which merely refer to the wording.

e) The Executive Board is instructed only to apply for registration of the resolution on the Contingent Capital pursuant to lit. b and the amendment of the Articles of Association pursuant to lit. c with the commercial register subject to the condition precedent that (i) the contestation period as per § 246 Sect. 1 AktG has expired without an action against the effectiveness of the reso-lution under Agenda Item 11 having been raised or (ii) in the event of a timely presentation of such an action, that the action was turned down with final effect or that in compliance with an application submitted by the Company the court has ruled by final decision that an action raised does not conflict with the registration of the resolution adopted under Agenda Item 11 and / or any defects found in the resolution of the Annual General Meeting leave the effect of the registration unaffected.

12. Cancelationof§14Sect.3Sentence2oftheArticlesofAssociation

§ 14 Sect. 3 Sentence 2 of the Articles of Association of the Company contains the following provision:

“The chairman exclusively or if the chairman is unable to do so, his deputy shall be authorized to accept statements and declarations on behalf of the Supervisory Board.”

In accordance with §§ 112 Sentence 2, 78 Sect. 2 Sentence 2 AktG (as amended by the German Act to Modernize the Law Governing Private Limited Companies and to Combat Abuses (“MoMiG”)) a declaration of will may be made towards any Supervisory Board member. Against the background of the legal regulation, § 14 Sect. 3 of the Articles of Association should be adapted. To harmonize the Articles with the development of the German Stock Corporation Act, § 14 Sect. 3 Sentence 2 should be deleted without replacement.

The Executive Board and the Supervisory Board therefore propose that the following resolution be taken:

§ 14 Sect. 3 Sentence 2 of the Articles of Association of the Company is canceled.

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II. ReportsoftheExecutiveBoard

1. ReportoftheExecutiveBoardpursuantto§203Sect.2Sentence2inconjunctionwith§186Sect.4Sentence2AktGonItem10oftheAgenda

Authorized Capital I contained in § 4 Sect. 3 of the Articles of Association is limited until April 29, 2012. In order to endow the Executive Board with the necessary flexibility for potential capital measures also in future, the existing Authorized Capital I is to be renewed. Under Item 10 of the Agenda, the Executive Board and the Supervisory Board propose that by amending § 4 Sect. 3 of the Articles of Association the Executive Board, acting with the consent of the Supervisory Board, should be authorized to increase the nominal capital of the Company by up to EUR 77,000,000.00 until April 29, 2017 by issuing new no-par shares against cash contribu-tion. This authorization may be exercised wholly or in part, once or several times.

When making use of the proposed Authorized Capital I, the share-holders have a legal preemptive right in principle. Besides the direct issuance of new shares to the shareholders, within the scope of Authorized Capital I it should also be viable that the new shares are taken over by banks subject to their obligation to offer them to the shareholders for acquisition. The only purpose of interposing banks is to facilitate the technical implementation of the share issuance.

Within the scope of Authorized Capital I the Executive Board, acting with the consent of the Supervisory Board, is to be authorized to exclude fractional amounts from the shareholders’ preemptive right. The exclusion of the preemptive right for fractional amounts under Authorized Capital I is necessary in order to implement a technically viable subscription ratio. The shares excluded from the shareholders’ preemptive right as free fractional amounts will be used to the best advantage of the Company, either by sale on the stock exchange or in a different way. A potential dilution effect is minimal because of the limitation to fractional amounts.

Furthermore, the Executive Board, acting with the consent of the Supervisory Board, is to be authorized to determine the further details of the shares, the rights pertaining to the shares and the terms of issue in due time. In doing so, the Executive Board will take account of the interests of the Company and of the sharehold-ers. Currently, there are no concrete plans to make use of the proposed authorization. The Executive Board will report any utilization of

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Authorized Capital I with exclusion of the preemptive right to the subsequent Annual General Meeting.

2. ReportoftheExecutiveBoardonItem11oftheAgenda

The resolution on the creation of new Contingent Capital in § 4 Sect. 6 of the Articles of Association proposed under Item 11 of the Agenda serves to implement a court settlement recently concluded by GEA Group which is based on the following situation:

On June 29, 1999 the former Bochum-headquartered GEA Aktieng-esellschaft (“GEA-old”) concluded a Domination and Profit & Loss Transfer Agreement (“DPLTA”) with the former Metallgesellschaft Aktiengesellschaft (“mg”) located in Frankfurt am Main as the controlling company. On August 18, 1999 the General Meeting of GEA-old and on August 20, 1999 the General Meeting of mg, approved the DPLTA. The DPLTA was registered with the com-mercial register of GEA-old on September 15, 1999 and became thus effective. Under the DPLTA, mg undertook the commitment to acquire on request from each outstanding shareholder of GEA-old its shares against an appropriate compensation in the form of mg shares. For three ordinary shares of GEA-old, five shares of mg were to be granted and for two preferred shares of GEA-old, three shares of mg.

In 2004, the General Meeting of GEA-old resolved on the transfer of the shares of the minority shareholders to mg as the major shareholder, against cash compensation in accordance with §§ 327a et seq. AktG (“squeeze-out”). By registering the transfer resolution with the commercial register of GEA-old on April 28, 2005, the residual shares of the remaining shareholders of GEA-old passed over to mg as the major shareholder. After the squeeze-out, the former GEA-old was merged with mg. Subsequently, mg was renamed GEA Group Aktiengesellschaft.

Several shareholders considered the compensation and the indem-nity determined in the DPLTA to be inadequate and claimed evaluation by court of the appropriate compensation and the appropriate indemnity in accordance with § 306 AktG (old version) by instituting award proceedings. In order to terminate these award proceedings, on January 30, 2012 the Company agreed on a court settlement with the claimants including the common representatives relating to compensation and indemnity. Based on this settlement, the Company committed itself to enhanced compensation in the form of shares and an increased indemnity. The settlement will not become effective until Contingent Capital required to implement

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the settlement is definitively registered.

In the settlement agreement, the compensation in shares of mg to be granted within the scope of the DPLTA pursuant to § 305 Sect. 1, Sect. 2 No. 1 AktG was determined at a ratio of 15:31 per GEA-old share, uniformly for ordinary and preferred shares of GEA-old which means that for fifteen ordinary and/or preferred shares of GEA-old the outstanding shareholders of GEA-old are to receive thirty-one mg shares, i.e. shares of the Company. The Company has undertaken the commitment to concede to those outstanding shareholders of GEA-old who already accepted the compensation offering under the DPLTA and tendered their GEA-old shares to mg or, respectively, the Company or who accepted the compensation offering prior to the effectiveness of the settlement, the difference between the compensation as per settlement and the compensation contractually determined in § 5 Sect. 1 of the DPLTA, in the form of shares of the Company with profit sharing for the fiscal years starting on January 1, 2012 (“supplementary compensation claim”). Furthermore, the Company has undertaken the commitment to concede to those outstanding shareholders of GEA-old who have not yet accepted the compensation offering under the DPLTA the compensation determined in the settlement agreement in form of shares of the Company with profit sharing for the fiscal years starting on January 1, 2012 provided that those outstanding share-holders accept the compensation offering within a period of two calendar months from the date of publication of both the settlement and its implementation in the electronic Federal Gazette (“enhanced compensation claim”).

To the extent that the outstanding shareholders of GEA-old eligible for the settlement received a cash compensation in accordance with §§ 327a et seq. AktG in line with the squeeze-out procedure, the enhanced compensation claim and the supplementary compensa-tion claim will only be fulfilled pari passu with the surrender to the Company of the mentioned squeeze-out cash compensation (including its increase under the court settlement in the award proceedings on the squeeze-out cash compensation) plus the interests paid on the respective amount.

The Company’s obligation to fulfill the supplementary compensa-tion claims and the enhanced compensation claims shall expire on elapse of five calendar months following the day on which both the settlement and the implementation announcement were published in the electronic Federal Gazette.

The creation of the proposed Contingent Capital pursuant to § 192

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Sect. 2 No. 2 AktG in the amount of up to EUR 40,824,492.30, divided into up to 15,101,645 bearer shares serves to provide the new shares required for fulfilling the supplementary compensation claim and the enhanced compensation claim. In accordance with the settlement agreement the issuance of the shares shall be done with profit sharing for the fiscal years starting on January 1, 2012. In this way, the Company will meet its obligations under the settle-ment of January 30, 2012. The Contingent Capital available for the DPLTA in § 4 Sect. 6 of the Articles of Association is not sufficient to cover the supplementary compensation claim and the enhanced compensation claim and is to be canceled upon definitive registra-tion of the proposed Contingent Capital. The settlement will also become effective with the definitive registration of the proposed Contingent Capital.

In accordance with § 192 Sect. 2 No. 2 AktG the creation of contin-gent capital as an instrument for preparing the merger of companies is permitted by law. Accordingly, already in the year 1999 contingent capital was created to cover the compensation offering under the DPLTA. Hence, the new shares needed to implement the settlement are also to be made available by creating contingent capital. The concrete exchange ratio between the shares of GEA-old and mg as specified in the motion to be resolved on results from the settlement terms. Only the total number of the shares to be newly issued still depends on the percentage of outstanding shareholders of GEA-old making use of their claim under the settlement to receive new shares. This means that with the creation of contingent capital the General Meeting already determines the parties entitled to subscrip-tion and the exchange ratio for the shares to be newly created without granting the Executive Board discretionary scope for the issuance of new shares. In principle, the Executive Board would have such discretionary headroom in the case of authorized capital. The provision of contingent capital is therefore more advantageous for the shareholders than the creation and utilization of authorized capital. The utilization of treasury stock is not to be considered either for implementing the settlement because the Company does not have own shares at present. The repurchase of own shares in the amount required to meet the settlement would lead to a not unsubstantial release of existing reserves. This would constrain the flexibility of GEA Group to tap new markets or to selectively complement the portfolio of GEA Group in known markets by means of the acquisition of businesses and investments in line with its declared growth strategy. Moreover, the buyback of own shares at the respective current market prices would prompt a liquidity drain which might jeopardize the currently good rating of GEA

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Group and this could exert a negative influence on future oppor-tunities and conditions for external financing as well as the direct raising of financial resources on the capital markets. The repurchase of own shares would therefore be economically disadvantageous for GEA Group in comparison to the proposed creation of contingent capital. In consideration of all options, the proposed resolution to create new contingent capital is therefore the best suited tool for implementing the settlement, from the perspective of both the Company and the shareholders.

III.AdditionalInformationontheConveningoftheAnnualGeneralMeeting

1. DocumentsandPublicationontheWebsite

This convocation of the Annual General Meeting, the documents mentioned in Item 1 on the Agenda, the domination and profit & loss transfer agreements with GEA Bet II and GEA CT (cf. Items 7 and 8 on the Agenda), annual financial statements, consolidated financial statements and Group management reports of GEA Group Aktiengesellschaft combined with the management reports of GEA Group Aktiengesellschaft for the fiscal years 2009, 2010 and 2011, the joint contract reports of the Executive Board and of the manage-ment boards of GEA Bet II and GEA CT as well as the reports of the Executive Board relating to Agenda Items 10 and 11 and further information in connection with the Annual General Meeting in accordance with § 124a AktG are accessible from the date of conven-ing the Annual General Meeting via the website of the Company at www.geagroup.com/de/ir/hauptversammlung.html. The afore-mentioned documents will also be available at the Annual General Meeting.

2. TotalNumberofSharesandVotingRights

On the day of convening this Annual General Meeting the nominal capital of the Company is subdivided into 183,807,845 no-par shares. Each no-par share represents one vote; the total number of voting rights therefore amounts to 183,807,845 votes. At the time of con-vocation the Company does not hold treasury stock.

3. AttendanceoftheAnnualGeneralMeetingandExercisingtheVotingRight

Those shareholders shall have the right to attend and vote at the Annual General Meeting who announce their attendance prior to the date of the Annual General Meeting. The notice of attendance requires the text form and must be in German or English. Moreover, the shareholders have to furnish proof of their right to attend the

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Annual General Meeting. For this purpose it suffices to present evidence of the shareholding in text form issued by their deposit bank or financial service institution. The evidence text must be presented in German or English and must relate to the commence-ment of the 21st day before the Annual General Meeting, i.e. April 3, 2012, 0:00 hrs (CEST) (so-called record date).

The notice of attendance and proof of entitlement must be submit-ted to the Company at least six days prior to the Annual General Meeting, excluding the day of the Annual General Meeting itself and the day of receipt of the notice. Hence the notice of attendance and proof of entitlement must be available to the Company at the latest by April 17, 2012, 24:00 hrs (CEST), at the following address:

GEA Group Aktiengesellschaftc/o WestLB AG represented by dwpbankWASHOEinsteinring 985609 Aschheim-Dornach Fax: +49 (0)69 5099 1110 Email: hv-eintrittskarten@dwpbank.de

In relation to the Company only those individuals shall be accepted as shareholders for attending the Meeting or exercising the voting right who have furnished evidence of their shareholding. The authorization to attend and the scope of voting right will be exclu-sively dependent on the share property of the shareholder at the record date. The record date does not imply a blocking of the dispos-ability of the shareholding. Even in the event of complete or partial disposal of the shareholding after the record date, the shares held by the respective shareholder at the record date shall be exclusively decisive for attendance and for the scope of voting right; this means that any disposals of shares after the record date will not have an impact on the entitlement to attendance and the scope of the voting right. This provision shall apply analogously to acquisitions and purchases of shares after the record date. Those individuals who do not yet own shares at the record date and only become sharehold-ers afterwards shall not be entitled to attend and vote unless they are authorized in this respect or acquire an authorization for exercising a legal right.

After receipt of the notice of attendance and presentation of proof of their shareholding, admission tickets for the Annual General Meeting will be sent to the shareholders entitled to attend. The shareholders are requested to ensure that their notice of attendance

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and proof of their shareholding are sent in good time ahead to GEA Group Aktiengesellschaft at the aforementioned address in order to facilitate the organization of the Annual General Meeting.

4. VotingthroughProxies

The voting right may also be exercised through proxies, such as a bank, a shareholders’ association, proxies appointed by the Company or any other third party. If a shareholder appoints more than one proxy, the Company may reject one or several of them. Even in the case of authorization of proxies, the notice of attendance and proof of shareholding must be submitted to the Company in due time in accordance with the regulations specified above.

The granting of authority, its revocation and the evidence of proxy authority towards the Company require the text form, unless a bank or an individual of equal right pursuant to § 135 Sects. 8 and 10 in conjunction with § 125 Sect. 5 AktG is authorized.

For appointing proxies, shareholders may use the authority slip on the admission ticket which they receive after registration of atten-dance. The use of the authority slip is not obligatory. The sharehold-ers may also issue separate proof of authority in text form. In addition, for sending proof of proxy appointment the Company accepts electronic transmission by the shareholders via email to the Company (GEA-HV2012@computershare.de). Furthermore, proxy authority may be granted or revoked using the data printed on the admission ticket, via the electronic authorization and instruc-tion system available from the day of convocation on the website of the Company at www.geagroup.com/de/ir/hauptversammlung.html.

When authorizing banks, institutions equivalent to banks as per §§ 135 Sect. 10, 125 Sect. 5 AktG or companies, shareholders’ asso-ciations or individuals to whom pursuant to § 135 Sect. 8 AktG the regulations of § 135 Sects. 1 through 7 AktG apply analogously, diverging regulations may be applicable which have to be requested from the respective authorizing party. Under the law, the powers of proxy have to be conferred in such cases on a defined proxy and must be recorded by such proxy in a verifiable form. Moreover, the statement of conferral of proxy powers must be complete and may only contain statements relating to the exercise of the voting right.

This year, too, we are offering our shareholders representation at the Annual General Meeting by proxies appointed by the Company. For this purpose, the proxy must be granted powers and given

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express and clear instructions for exercising the voting right on each relevant item on the Agenda. The proxies have the obligation to vote in accordance with the instructions given. To the extent that an express and clear instruction is missing, the proxies will abstain from voting on the respective voting item.

Powers and voting instructions to the proxies appointed by the Company may be passed using the authorization and instruction form provided for this purpose on the admission ticket. The confer-ral of powers (with instructions), their revocation and proof of authority towards the Company require the text form. Proxy powers (with instructions) shall be sent at the latest until April 23, 2012, 24:00 hrs (CEST) (time of receipt is decisive), to the following address:

GEA Group Aktiengesellschaftc/o Computershare HV-Services AGPrannerstraße 880333 MünchenFax: + 49 (0)89 30903 74675Email: GEA-HV2012@computershare.de

Powers and voting instructions to the proxies using the data on the admission ticket may also be conferred or revoked via the electronic authorization and instruction system which will be available with effect from the date of convocation on the website of the Company at www.geagroup.com/de/ir/hauptversammlung.html. Proxy pow-ers (with instructions) for the proxies appointed by the Company conferred via the electronic authorization and instruction system must have been received at the latest by April 23, 2012, 18:00 hrs (CEST), otherwise they will not be considered.

Shareholders attending the Annual General Meeting personally may also be represented for voting by the proxies appointed by the Company by conferring powers and instructions in text form at the exit checkpoint. Shareholders may make use of this option irrespective of whether or not they want to leave the Annual General Meeting afterwards or continue to attend.

Shareholders will receive more detailed information about voting proxies together with the admission ticket.

5. InformationaboutShareholders’Rightsunder§§122Sect.2,126Sect.1,127,131Sect.1AktG

a) AddendatotheAgendapursuantto§122Sect.2AktG

Those shareholders whose aggregate shares account for 5 % of the nominal capital or a pro rata share of EUR 500,000 in the nominal

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capital may request that items be added to the Agenda and announced. Such a request has to be submitted to the Executive Board of the Company in writing at the following address:

GEA Group AktiengesellschaftRechtsabteilung / Legal DepartmentPeter-Müller-Straße 1240468 Düsseldorf

The request must be received by the Company at the latest 30 days before the Annual General Meeting. The day of receipt and the day of the Annual General Meeting will not be included in this period. The last valid date of receipt will therefore be March 24, 2012, 24:00 hrs (CET). Any requests for addenda received after that time will not be considered.

Every request for adding an item to the Agenda must be accompa-nied by substantiation or a motion for resolution. Applicants must prove that they have been shareholders in respect of the required minimum share volume for not less than three months ahead of the date of the Annual General Meeting (cf. § 142 Sect. 2 Sentence 2 AktG in conjunction with § 122 Sect. 1 Sentence 3, Sect. 2 Sentence 1 AktG). Proof can be furnished in the form of a confirmation to this effect by the respective deposit bank.

Any addenda to the Agenda to be published – unless already announced on convening the Meeting – will be publicized without undue delay on receipt of the request in the electronic Federal Gazette and transmitted to such media for publication of which it can be assumed that they will spread the information in the entire European Union. Furthermore, they will be made accessible and communicated to the shareholders at the website address www.geagroup.com/de/ir/hauptversammlung.html.

b) MotionsandProposalsforElectionpursuantto§§126Sect.1,127AktG

Shareholders may submit motions on the individual items on the Agenda (cf. § 126 AktG). This shall also apply to proposals of can-didates for the election of Supervisory Board members or of accounts auditors (cf. § 127 AktG).

Subject to § 126 Sects. 2 and 3 AktG, shareholders’ motions includ-ing the shareholder name, substantiation of the motion and a

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Additional Information on the Convening of the Annual General Meeting Additional Information on the Convening of the Annual General Meeting

potential comment by the Administration shall be made accessible to those entitled as mentioned in § 125 Sects. 1 through 3 AktG (these are, among others, shareholders claiming it) in compliance with the requirements stated in that law, provided that the respec-tive shareholder has sent to the Company a counter motion with substantiation on a proposal of the Executive Board and/or Super-visory Board concerning a certain item on the Agenda at the address stated below not later than 14 days prior to the Annual General Meeting. The day of receipt and the day of the Annual General Meeting are not included in this period. The latest possible date of receipt is therefore April 9, 2012, 24:00 hrs (CEST).

Shareholders’ proposals for election as per § 127 AktG need not be substantiated. Candidate proposals will only be made accessible if they include the name, occupation practiced and domicile of the candidate proposed and, in the case of election of Supervisory Board members, information about their membership of other legally constituted supervisory boards (cf. § 127 Sentence 3 in conjunction with § 124 Sect. 3 and § 125 Sect. 1 Sentence 5 AktG). In accordance with § 127 Sentence 1 AktG in conjunction with § 126 Sect. 2 AktG there are further causes for which, when applicable, proposals for election need not be made accessible via the internet. Otherwise the prerequisites and regulations governing the making accessible of motions shall apply mutatis mutandis.

Any motions (plus substantiation) or proposals for election submit-ted by shareholders in accordance with § 126 Sect. 1 and § 127 AktG shall be exclusively addressed to:

GEA Group AktiengesellschaftRechtsabteilung / Legal DepartmentPeter-Müller-Straße 1240468 DüsseldorfFax: +49 (0)211 9136 32012Email: hv2012@geagroup.com

Counter motions or election proposals sent to other addresses or submitted late will not be considered.

Any motions and proposals for election presented by sharehold-ers (including shareholder’s name and – in the case of motions – substantiation) to be made accessible as well as any comments by the Administration will be made accessible without undue delay on receipt on the Company’s website at www.geagroup.com/de/ir/hauptversammlung.html.

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Additional Information on the Convening of the Annual General Meeting Additional Information on the Convening of the Annual General Meeting

The right of each shareholder to submit counter motions on the various items of the Agenda and proposals for election of Supervi-sory Board members or accounts auditors during the Annual General Meeting even without prior and timely transmission to the Company shall remain unaffected. We should point out that any counter motions and proposals for election transmitted to the Company timely in advance will only be considered at the Annual General Meeting if they are repeated orally at the Meeting.

c) Shareholders’RighttoObtainInformationasper§131Sect.1AktG

At the Annual General Meeting any shareholder or shareholder representative may request information from the Executive Board about matters relating to the Company to the extent that such information is necessary for proper judgment of the significance of the respective items on the Agenda (cf. § 131 Sect. 1 AktG). The Executive Board may decide not to reply to certain questions for the reasons specified in § 131 Sect. 3 AktG.

The duty of information of the Executive Board also comprises the legal and business relations of the Company with related companies and the situation of the Group as well as the companies included in the consolidated financial statements.

The information must comply with the principles of rendering diligent and faithful account. In accordance with § 19 Sect. 3 of the Articles of Association of the Company the Chairman of the Annual General Meeting may reasonably restrict the time allowed for the shareholders to exercise their right to ask questions and to speak; in particular the Chairman has the right to set a reasonable timeframe at the beginning or in the course of the Annual General Meeting for the entire meeting, for individual items on the Agenda or for individual speakers.

d) FurtherExplanations

Further explanations concerning shareholder rights under § 122 Sect. 2, § 126 Sect. 1, § 127, § 131 Sect. 1 AktG are to be found on the Company’s website at www.geagroup.com/de/ir/hauptversammlung.html.

Düsseldorf, March 2012The Executive Board

GEA Group Aktiengesellschaft

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Peter-Müller-Straße 1240468 Düsseldorfwww.geagroup.com

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Additional Information on the Convening of the Annual General Meeting

GEA GroupAktiengesellschaft

Peter-Müller-Str. 1240468 Düsseldorf, Germanywww.geagroup.com

GEA Group is a global engineering company with multi-billion euro sales

and operations in more than 50 countries. Founded in 1881, the company

is one of the largest providers of innovative equipment and process

technology. GEA Group is listed in the STOXX® Europe 600 Index.

Excellence Passion Integrity Responsibility GEA-versity