invitation isin de0005550602 and isin de0005550636 ......1. presentation of the single entity...

Invitation

to the annual shareholders’ meeting

ISIN DE0005550602 and ISIN DE0005550636

Drägerwerk AG & Co. KGaA

Lübeck

We would like to invite our shareholders to the

annual shareholders’ meeting

at the Lübeck Musik- und Kongresshalle, Willy-Brandt-Allee 10, 23554 Lübeck, Ger-

many, on Friday, May 4, 2018, at 10:00 a.m.

I. Agenda 1. Presentation of the single entity financial statements of Drägerwerk AG &

Co. KGaA as of December 31, 2017, as approved by the Supervisory Board; the consolidated financial statements as of December 31, 2017, as approved by the Supervisory Board; the combined management report of Drägerwerk AG & Co. KGaA and the Group; the voluntary report of the general partner on the disclosures pursuant to Secs. 289a (1) and 315a (1) HGB (Handelsgesetzbuch: German Commercial Code), the report of the Supervisory Board and the report of the Joint Committee; resolution on the approval of the single entity financial statements of Drägerwerk AG & Co. KGaA as of December 31, 2017.

The general partner and the Supervisory Board propose the approval of the

single entity financial statements of Drägerwerk AG & Co. KGaA as of Decem-

ber 31, 2017, which show net earnings of EUR 543,877,686.32, in their current

form.

The documents presented for point 1 of the agenda are available on the Com-

pany website at www.draeger.com/asm from the date of the convocation of the

http://www.draeger.com/asm

annual shareholders’ meeting. This also applies to the general partner’s pro-

posal concerning the appropriation of net earnings. The documents are also

available for perusal at the annual shareholders’ meeting on May 4, 2018 and

will be verbally explained.

With the exception of the resolution on the approval of the single entity financial

statements pursuant to Sec. 286 (1) Sentence 1 AktG (Aktiengesetz: German

Stock Corporation Act), no other resolution of the annual shareholders’ meeting

is intended under point 1 on the agenda. The Supervisory Board has approved

the group financial statements pursuant to Sec. 171 AktG. There are no condi-

tions pursuant to Sec. 173 (1) AktG under which the annual shareholders’

meeting would have to pass a resolution on the approval of the Group financial

statements. A resolution on the appropriation of net earnings is part of point 2

on the agenda.

2. Resolution on the appropriation of net earnings of Drägerwerk AG & Co. KGaA

Net earnings for fiscal year 2017 amount to EUR 543,877,686.32.

The general partner and the Supervisory Board propose the following appro-

priation of net earnings:

Dividend distribution of

EUR 0.46 per preferred share eligible for a dividend

– total EUR 3,496,000.00

EUR 0.40 per common share eligible for a dividend

– total EUR 4,064,000.00

The remaining amount of EUR 536,317,686.32 is carried forward to new ac-

count.

The above proposal regarding the distribution of net earnings is based on capi-

tal stock divided into 7,600,000 preferred shares eligible for a dividend (ISIN

DE0005550636) and 10,160,000 common shares eligible for a dividend (ISIN

DE0005550602).

The dividend is payable on May 9, 2018.

3. Resolution on the approval of the actions of the general partner in fiscal year 2017

The general partner and the Supervisory Board propose the approval of the ac-

tions of the general partner in fiscal year 2017. 4. Resolution on the approval of the actions of the Supervisory Board in fis-

cal year 2017

The general partner and the Supervisory Board propose the approval of the ac-

tions of the Supervisory Board members in fiscal year 2017.

5. Supervisory Board elections

The term of office for all shareholder representatives on the Supervisory Board

ends as scheduled at the closure of the annual shareholders’ meeting on

May 4, 2018, meaning that new elections must be held.

According to Secs. 96 (1), first scenario, 101 (1) AktG, Secs. 1 (1), 5 (1), 7 (1)

Sentence 1 No. 1 MitbestG (Mitbestimmungsgesetz; German Co-determination

Act) and Sec. 17 (1) of the articles of association, the Supervisory Board con-

sists of twelve members, namely six Supervisory Board members of the share-

holders, who are elected according to the provisions of the AktG by the share-

holders’ meeting, and six Supervisory Board members of the employees, who

are elected according to the provisions of the MitbestG. According to Sec. 96

(2) Sentence 1 AktG, the Supervisory Board also consists of at least 30 percent

women and at least 30 percent men (minimum proportion requirement). Both

the shareholder and the employee representative side, in each case by means

of a resolution passed by a majority, have objected to overall compliance, so

that the minimum proportion requirement has to be met separately by the

shareholder side and the employee side according to Sec. 96 (2) Sentence 3

AktG. This means the Supervisory Board must have at least two women and at

least two men on the shareholder and employee sides respectively in order to

comply with the minimum proportion requirement.

The Supervisory Board members of the employees were elected on March 14,

2018 according to the provisions of the MitbestG, effective at the end of the

shareholders’ meeting held on May 4, 2018.

The following proposed candidates were recommended by the Supervisory

Board’s Nomination Committee and take into account the targets set by the Su-

pervisory Board for its composition as well as the competency profile contained

therein for the governing body as a whole.

The Supervisory Board proposes electing the following persons to the Supervi-

sory Board as shareholder representatives effective from the closing of the

shareholders’ meeting on May 4, 2018 for a term of office until the end of the

shareholders’ meeting that decides on the resolution on the approval of actions

for fiscal year 2022:

5.1. Maria Dietz, Stuttgart

Member of the Management Board and shareholder of GFT Technologies

SE, Stuttgart

5.2. Professor Dr. Thorsten Grenz, Strande

Managing Partner of KIMBRIA Gesellschaft für Beteiligung und Beratung

mbH, Berlin

5.3. Astrid Hamker, Georgsmarienhütte

Advisory Board member and shareholder of Piepenbrock Unternehmens-

gruppe GmbH & Co. KG, Osnabrück and freelance consultant for family

companies through KOMPASS-Beratung, Osnabrück

5.4. Stefan Lauer, Cologne

Former member of the Executive Board of Deutsche Lufthansa AG, Frank-

furt am Main

5.5. Uwe Lüders, Lübeck

Former CEO of L. Possehl & Co. mbH, Lübeck

5.6. Dr. Reinhard Zinkann, Gütersloh

Managing Partner of Miele & Cie. KG, Gütersloh

The intention is to hold the Supervisory Board elections as individual elections.

In the event of his election to the Supervisory Board, Stefan Lauer shall be pro-

posed as a candidate for Chairman of the Supervisory Board.

Of the candidates for election to the Supervisory Board, Professor Dr. Thorsten

Grenz is qualified as a financial expert according to Sec. 100 (5) AktG, among

other things due to his former activities as CFO at mobilcom AG and Hero AG.

Additional information about the candidates proposed for election to the Super-

visory Board is provided in section II. below.

6. Selection of the auditor for the single entity and Group financial state-ments 2018 and the auditor for the half-yearly financial report and quarter-ly reports (in the case of an interim audit)

The Supervisory Board proposes, in line with the recommendations of the Audit

Committee, the appointment of PricewaterhouseCoopers GmbH

Wirtschaftsprüfungsgesellschaft, Hamburg, Germany, as the auditor of the sin-

gle entity and Group financial statements for fiscal year 2018 as well as the au-

ditor of the condensed financial statements and the half-yearly financial report

and any additional financial information over the course of the year as defined

by Sec. 115 (7) WpHG (Wertpapierhandelsgesetz; German Securities Trading

Act) for the fiscal years 2018 and 2019, should it be decided to carry out such

interim audits, and if these are prepared prior to the annual shareholders’ meet-

ing in fiscal year 2019.

II. Additional information about the Supervisory Board candidates proposed under agenda item 5

1. CVs of the candidates and information according to Sec. 125 (1) Sen-tence 5 AktG

1.1 Maria Dietz

Personal data: Date and place of birth: March 2, 1962, Villingen-Schwenningen

Place of residence: Stuttgart

Occupation: Member of the Administrative Board and shareholder of GFT

Technologies SE, Stuttgart Member of the Supervisory Board of Drägerwerk AG & Co. KGaA since: Not a member to date

Career: 1985 -1988: Marketing and Export Specialist, GAS Gesellschaft

für Antriebs- und Steuerungstechnik, St. Georgen

1988 - 1989: Marketing Consultant, Atlantic Consultants GmbH,

Munich

1989 - 1990: Marketing Manager, Wesser Informatik GmbH,

Stuttgart

1990 - 1998: Shareholder and Commercial Manager, GFT

GmbH, St. Georgen

1998 - 2004: Head of Human Resources and Marketing, GFT

Technologies AG, St. Georgen

2004 - 2010: Head of Law and Group Audit, GFT Technologies

AG, Stuttgart

2010 - 2015: Global Head of Purchasing, GFT Technologies AG,

Stuttgart

Since 2015: Member of the Administrative Board of GFT Tech-

nologies SE

Education: 1982 – 1985: General business administration course of studies

specializing in industry at DHBW (Duale

Hochschule Baden-Württemberg, formerly: voca-

tional academy) Villingen-Schwenningen, focus on

finance and accounting as well as international

marketing

Membership in other statutory supervisory boards: GFT Technologies SE (member of the Administrative Board)

Membership in comparable boards of domestic or foreign companies: None

Other key activities aside from the Supervisory Board mandate: Extended management board of the Bitkom technical committee “Women in

ITC”

Member of the FinTechRat of the Federal Ministry of Finance

Lay judge at Stuttgart District Court

Member of the jury “Jugend gründet”

1.2. Professor Dr. Thorsten Grenz

Personal data: Date and place of birth: July 28, 1958, Kiel

Place of residence: Strande

Occupation:

Managing Partner of KIMBRIA Gesellschaft für Beteiligung

und Beratung mbH, Berlin

Member of the Supervisory Board of Drägerwerk AG & Co. KGaA since: May 9, 2008

Membership in Supervisory Board committees of Drägerwerk AG & Co. KGaA: Audit Committee (Chairman) Member of the Joint Committee of Drägerwerk AG & Co. KGaA since: 2008

Career: 1984 – 1986 Research Assistant at the Institute for Business

Administration, Kiel University

1986 – 1992 Consultant at McKinsey & Company, Inc., Frankfurt,

Paris and Vienna

1992 – 1997 Director Group Controlling at Hapag Lloyd AG,

Hamburg

1997 – 2000 Finance Director at Hapag-Lloyd Container-Linie

GmbH, Hamburg

2000 – 2002 Chief Financial Officer at mobilcom AG, Büdelsdorf

2002 – 2005 Chief Executive Officer at mobilcom AG, Büdelsdorf

2006 Chief Financial Officer at Hero AG, Lenzburg, Swit-

zerland

2007 – 2008 Operating Partner at 3i plc., Frankfurt/London

2008 – 2012 Chief Executive Officer at Veolia Umweltservice

GmbH, Hamburg

Education:

Business studies graduate, Kiel University

Dr. sc. pol., Kiel University

Membership in other statutory supervisory boards: Gpredictive GmbH, Hamburg

Drägerwerk Verwaltungs AG, Lübeck

Dräger Safety AG & Co. KGaA, Lübeck

Dräger Safety Verwaltungs AG, Lübeck


Other key activities aside from the Supervisory Board mandate: President Financial Experts Association e.V.

Honorary Professor at the Faculty of Business, Economics and Social Science,

Kiel University

1.3. Astrid Hamker Personal data: Date and place of birth: August 24, 1966, Osnabrück

Place of residence: Georgsmarienhütte

Occupation: - Advisory Board member and shareholder of Piepenbrock Unternehmens-

gruppe GmbH & Co. KG, Osnabrück

- Freelance consultant for family companies through KOMPASS-Beratung,

Osnabrück

Member of the Supervisory Board of Drägerwerk AG & Co. KGaA since: Not a member to date

Career: 1993 – 1995 Assistant to the CEO of the Felix Schoeller Group,

Osnabrück

1995 – 1997 Manager of Marketing and Business Development,

Piepenbrock Service GmbH & Co. KG, Osnabrück

1998 – 2011 Managing Partner of the Piepenbrock Group (Mar-

keting, Corporate Communications, Human Re-

sources)

Since 2011 KOMPASS-Beratung, freelance consultant for

family companies, Osnabrück

2011 – 2015 Member of the Supervisory Board of dorma + kaba

Holding GmbH & Co. KGaA, Ennepetal

2012 – 2016 Mentor at Bernotat & Cie. GmbH, The Mentoring

Company, Hamburg

2012 – 2016 Member of the Advisory Board, Köttermann Sys-

temlabor GmbH & Co. KG, Uetze

Education: Business administration course of studies at University of St. Gallen, Switzer-

land

Diploma: licentiata oeconomiae HSG

Membership in other statutory supervisory boards: None

Membership in comparable boards of domestic or foreign companies: Seier Gruppe GmbH, Dorum (Chairperson of the Advisory Board)

Piepenbrock Unternehmensgruppe GmbH & Co. KG, Osnabrück (member of

the Advisory Board)

Augustin Entsorgung GmbH, Meppen (member of the Advisory Board)

Other key activities aside from the Supervisory Board mandate: None

1.4. Stefan Lauer Personal data: Date and place of birth: March 24, 1955, Melsungen

Place of residence: Cologne

Occupation: Former member of the Executive Board of Deutsche Lufthansa AG,

Frankfurt am Main


Member of the Joint Committee of Drägerwerk AG & Co. KGaA since: 2013

Career: 1983 – 1986 Personal Consultant of the Department Head for

Personnel, Organization and Law at the municipal

authority, city of Frankfurt

1986 – 1988 Personal Consultant and Office Manager for the

Lord Mayor, city of Frankfurt

1989 Special Representative of Wirtschaftsförderung

Frankfurt GmbH

1990 Department Manager, Management Support,

Deutsche Lufthansa AG, Cologne

1991 – 1994 Head of the Central Office of the CEO, Deutsche

Lufthansa AG, Cologne

1994 – 1997 Head of Strategic Corporate and Organization De-

velopment, Deutsche Lufthansa AG, Cologne

1997 – 1999 Director of Marketing and Sales, Lufthansa Cargo

AG, Frankfurt/Main

May – July 2000 Deputy Member of the Executive Board, Deutsche

Lufthansa AG

Aug 2000 – June 2003 Director of Personnel, Deutsche Lufthansa AG

July 2003 – May 2009 Director of Aviation Services and Personnel,

Deutsche Lufthansa AG

June 2009 – June 2013 Director of Associated Airlines and Group HR Poli-

cy, Deutsche Lufthansa AG

Education: Law course of studies in Würzburg and Frankfurt with subsequent

internship. Diploma: 1st and 2nd state examination

Membership in other statutory supervisory boards: Lufthansa Cargo AG, Frankfurt am Main

People at Work Systems AG, Munich





1.5. Uwe Lüders

Personal data: Date and place of birth: July 28, 1952 in Hamelin

Place of residence: Lübeck

Occupation: Former CEO of L. Possehl & Co. mbH,

Lübeck


Membership in Supervisory Board committees of Drägerwerk AG & Co. KGaA: Nomination Committee Member of the Joint Committee of Drägerwerk AG & Co. KGaA since: 2008

Career: 1979 – 1983 Consultant at McKinsey & Company, Munich

1983 – 2000 Various positions at GEA-AG, Bochum:

1983 – 1989 Sales and Export Manager, GEA-Klimatechnik

1989 – 1992 Sole Director, GEA-Pollrich, Mönchengladbach

1992 – 1995 CEO of GEA-Grasso, the Netherlands

1995 – 2000 Member of the Executive Board at GEA-AG, Bo-

chum

2000 – 2003 CEO of Buderus AG, Wetzlar

2004 – 2017 Chairman of the Executive Board of

L. Possehl & Co. mbH, Lübeck

Education: Graduate Economist

Membership in other statutory supervisory boards: Lübecker Hafen-Gesellschaft mbH (LHG), Lübeck (Chairperson)

Drägerwerk Verwaltungs AG

Dräger Safety AG & Co. KGaA



1.6. Dr. Reinhard Zinkann

Personal data: Date and place of birth: September 1, 1959 in Gütersloh

Place of residence: Gütersloh

Occupation: Managing Partner of Miele & Cie. KG, Gütersloh


Membership in Supervisory Board committees of Drägerwerk AG & Co. KGaA: Nomination Committee Member of the Joint Committee of Drägerwerk AG & Co. KGaA since: 2008

Career: 1988 Trainee at BMW AG, Munich; early termination of

the program and transfer to Sales Germany

1990 Authorized agent, BMW AG, Munich

1992 Move to the Miele Group

1994 – 1999 CEO of Imperial-Werke oHG, Bünde

Since 1999 Managing Partner of Miele & Cie. KG

Education:

1980 – 1982 Economics course of studies at the Faculty of Eco-

nomics, as well as history, musicology and philoso-

phy at the Faculty of Philosophy of the University of

Freiburg

1983 Economics course of studies at Harvard University,

Boston

1983 – 1986 Business administration and history course of stud-

ies at University of Cologne

1986 Business administration examination

1988 Conferral of the doctorate Dr.rer.oec. at the Tech-

nische Universität Berlin

Membership in other statutory supervisory boards: Falke KGaA, Schmallenberg (Chairman)



Membership in comparable boards of domestic or foreign companies: Hipp & Co., Pfaffenhofen (President of the Administrative Board)

Nobilia-Werke J. Stickling GmbH & Co. KG, Verl (Chairperson of the Advisory

Board)


2. Disclosures according to Sec. 5.4.1 (4) through (6) of the German Corpo-rate Governance Code:

The candidates Professor Dr. Thorsten Grenz, Stefan Lauer, Uwe Lüders and

Dr. Reinhard Zinkann are all members of the Supervisory Board of Drägerwerk

Verwaltungs AG as the general and managing partner with no capital participa-

tion in Drägerwerk AG & Co. KGaA, as well as members of the Joint Committee

of Drägerwerk AG & Co. KGaA; in the event of his election to the Supervisory

Board, Stefan Lauer is nominated as a candidate for the chairpersonship of

both governing bodies. Furthermore, these candidates hold mandates on Su-

pervisory Boards of Group companies subordinate to the Company, as listed

above for the individual candidates. In the event of their election to the Supervi-

sory Board, the candidates Maria Dietz and Astrid Hamker will also become

members of the named governing bodies. In the opinion of the Supervisory

Board, this does not affect the independence of the candidates in terms of Sec.

5.4.2, Sentence 2 of the German Corporate Governance Code.

III. Further information on convocation

Requirements for participating in the annual shareholders’ meeting and exer-cising potential voting rights Common shareholders are entitled to participate in the annual shareholders’ meeting

and to exercise their voting rights. Preferred shareholders may participate subject to

Sec. 34 (5) of the articles of association. However, only those shareholders who have

registered prior to the annual shareholders’ meeting and provided proof of their enti-

tlement to participate and exercise their voting rights are entitled to participate in the

annual shareholders’ meeting and exercise their voting rights.

The shareholder’s proof of entitlement to participate in the annual shareholders’

meeting and exercise his or her voting rights must be issued by the bank where his

or her account is held. The proof of shareholdings must be written in German or Eng-

lish and relate to the beginning of the 21st day prior to the annual shareholders’

meeting, in other words

Friday, April 13, 2018, 00:00 hours (midnight) (“proof deadline”).

Both registration and proof of shareholding of the common and preferred sharehold-

ers must reach the Company at least six days prior to the annual shareholders’ meet-

ing (excluding the day of the annual shareholders’ meeting and the day of receipt), in

other words no later than

Friday, April 27, 2018, 24:00 hours (midnight) at the following address:


c/o Commerzbank AG

GS-MO 3.1.1 General Meetings

60261 Frankfurt/Main, Germany

Fax: +49 69 136-26351

E-mail: [email protected]

Importance of the proof deadline

From the company’s point of view, only shareholders who have provided proof of

their shareholding are entitled to participate in the annual shareholders’ meeting and

exercise their voting rights. The entitlement to participate in the annual shareholders’

meeting and the extent of any potential voting rights depend entirely on the share-

holding of the shareholder as of the proof deadline. The proof deadline does not re-

strict the salability of the shareholding. Should part of or the entire shareholding be

sold after the proof deadline, only the shareholding as of the proof deadline is rele-

vant to the participation and extent of potential voting rights, i.e. the sale or other kind

of transfer of shares after the proof deadline has no effect on the entitlement to par-

ticipate in the annual shareholders’ meeting and the extent of the voting rights. The

same applies to the acquisition of initial and additional shares after the proof dead-

line. Persons who do not hold any shares as of the proof deadline but acquire shares

only after this date are not entitled to participate nor exercise their voting rights, un-

less they become a proxy or legal representative. The proof deadline does not affect

the dividend rights.

Voting process and participation in the case of a proxy

Shareholders who do not wish to participate in person at the annual shareholders’

meeting are able to appoint a proxy for exercising their voting rights (common

shares) and to participate in the annual shareholders' meeting (common and pre-

ferred shares). This could be the bank where the account is held, a shareholders’

association or any other person of their choice. In this case, timely registration and

proof of shareholding are still required pursuant to the above rules.

mailto:[email protected]

If the authorization to exercise voting rights is given to any other entity than a bank, a

shareholders’ association, or any similar person or institution pursuant to Sec. 135

AktG, authorization must be provided to the Company in writing in line with Sec. 30

(2) of the articles of association. The same applies in line with Sec. 134 (3) Sentence

3 AktG for the revocation of this authorization and the proof of authorization to the

Company. Written proof of authorization to participate in the annual shareholders’

meeting without the exercising of voting rights must be provided to the Company.

The authorization can be declared either to the proxy or the Company. A proxy can

provide proof of his or her authorization by showing it on the day of the annual

shareholders’ meeting upon entry. The proof of authorization can be sent by post,

fax, or electronically (e-mail) to the following address:


c/o UBJ. GmbH

Drägerwerk HV 2018

Kapstadtring 10

22297 Hamburg, Germany

Fax: +49 40 6378-5423


The above address, fax, and e-mail can also be used if the authorization is to be giv-

en directly to the Company; it is not necessary to provide separate proof in this case.

An authorization can also be revoked by directly informing the Company at the ad-

dress, fax, and e-mail above.

We would like to ask our shareholders to submit any authorizations, proofs of author-

ization, and revocations of authorizations by post or fax by Thursday, May 3, 2018, 18:00 hours (6:00 p.m., receipt) to the address above.

Shareholders will receive a form for the authorization of a proxy along with their tick-

et, which they will be sent upon registration within the period specified above. This

form is also available for download at www.draeger.com/asm. If a shareholder au-

thorizes more than one person, the Company reserves the right to refuse entry to


one or several of these persons.

Where a bank, a shareholders’ organization, or similar person or institution is to be

authorized in line with Sec. 135 (8) and (10) in conjunction with Sec. 125 (5) AktG,

specific conditions may apply for the revocation and the proof of such authorization.

We would ask our shareholders to agree on the form and procedure of authorization

with their proxy individual or institution in good time.

The Company offers its common shareholders the option to issue authorization to

proxies nominated by the Company prior to the annual shareholders’ meeting with a

potential voting right. Common shareholders wishing to authorize those proxies nom-

inated by the Company with voting rights have to register for the annual sharehold-

ers’ meeting and provide proof of their shareholding according to the terms and con-

ditions stated above by the deadline. Upon authorization, proxies nominated by the

Company exercise the voting right in accordance with the instructions they are given.

They are not entitled to exercise voting rights without having received instructions

from the common shareholder. A form for the authorization and instruction of a proxy

nominated by the Company is attached to every ticket for common shareholders and

is also available for download at www.draeger.com/asm. Authorizations and instruc-

tions to the proxies nominated by the Company must also be sent to the Company in

written form.

For ease of administration, common shareholders wishing to authorize a proxy nomi-

nated by the Company prior to the annual shareholders’ meeting are kindly request-

ed to send their authorizations and instructions no later than Thursday, May 3, 2018, 18:00 hours (6:00 p.m., receipt) by post, fax, or e-mail to the following address:


c/o UBJ. GmbH

Drägerwerk HV 2018

Kapstadtring 10

22297 Hamburg, Germany

Fax: +49 40 6378-5423



The Company also allows common shareholders who have registered in time for the

annual shareholders’ meeting, provided proof of their shareholding in accordance

with the terms and conditions stated above, and attended the annual shareholders’

meeting to also authorize proxies nominated by the Company during the annual

shareholders’ meeting to exercise potential voting rights.

Shareholder’ rights Motions to amend the agenda pursuant to Sec. 122 (2) AktG Shareholders whose combined interests amount to one-twentieth of capital stock or a

EUR 500,000.00 share in capital stock (corresponding to 195,313 shares—rounded

up to the next full number of shares) can demand that items be tabled on the agenda

and disclosed, pursuant to Sec. 122 (2) AktG. Each new item must be substantiated

or include an attached draft resolution. The request is to be directed in writing to the

general partner as the representative body for the Company and must be received by

the Company at least 30 days before the annual shareholders’ meeting (excluding

the day of the annual shareholders’ meeting and the day of receipt of the request).

The deadline for receipt is therefore:

Tuesday, April 3, 2018, 24:00 hours (midnight).

Please send requests of this nature to the following address:


Die persönliche haftende Gesellschafterin


Executive Board

Moislinger Allee 53 - 55

23558 Lübeck, Germany

Shareholder countermotions and nominations pursuant to Secs. 126 (1) and 127 AktG

Shareholders can submit to the Company countermotions to draft resolutions pro-

posed by the general partner and/or Supervisory Board regarding specific items on

the agenda as well as auditor nominations. Countermotions and nominations pursu-

ant to Secs. 126 (1) and 127 AktG must be sent to the following address only:


Gegenanträge zur Hauptversammlung

Moislinger Allee 53 – 55

23558 Lübeck, Germany

Fax: +49 451 882-75245


Pursuant to Sec. 126 (1) AktG, the Company will publish any countermotions, includ-

ing the name of the shareholder, the substantiation, as well as any comment from

management, on the Company website at www.draeger.com/asm, provided that

countermotions with a substantiation are received at least 14 days prior to the date of

the annual shareholders’ meeting (this excludes the day of the meeting and the day

of receipt of the request), in other words no later than

Thursday, April 19, 2018, 24:00 hours (midnight)

at the aforementioned address. Countermotions addressed otherwise will not be

considered.

Under the conditions stated in Sec. 126 (2) AktG, the Company is entitled not to pub-

lish a countermotion. Pursuant to Sec. 127 AktG, the meaning of the above sentenc-

es also applies to shareholders’ nominations of Supervisory Board members or audi-

tors. However, shareholders’ nominations do not require a reason and, except in the

cases stated under Sec. 126 (2) AktG, do not need to be published if the nomination

does not include the name, profession, and place of residence of the nominee and/or

for the election of Supervisory Board members, information about the nominee’s


membership in other statutory supervisory boards.

Please note that countermotions and nominations, even if they are communicated to

the Company in advance within the given time frame, will only be considered by the

annual shareholders’ meeting if they are brought or proposed orally during the meet-

ing. The right of every shareholder to bring countermotions on the various items on

the agenda or nominations during the annual shareholders’ meeting without prior

communication to the Company remains unaffected.

Right to information pursuant to Sec. 131 (1) AktG Pursuant to Sec. 131 (1) AktG, every shareholder is permitted to request verbal in-

formation from the general partner during the annual shareholders’ meeting, to be

provided during the annual shareholders’ meeting, on issues relating to the Company

and to the general partner, insofar as the information serves to clarify an item on the

agenda. The duty to provide information also includes the Company’s legal and busi-

ness relationships with Group companies and the position of the Group and compa-

nies included in the Group financial statements, as, under point 1 of the agenda, the

annual shareholders’ meeting is also going to be presented with the Group financial

statements and the Group management report.

Additional explanations and information on the Company website Shareholders can access information on the annual shareholders’ meeting pursuant

to Sec. 124a AktG on the company website at www.draeger.com/asm, where addi-

tional explanations with regard to shareholders’ rights pursuant to Secs. 122 (2), 126

(1), 127, and 131 (1) AktG can also be found.

Publication on the Company’s website

In accordance with Sec. 29 (4) of the Company’s articles of association, the speech-

es of the Executive Board and general partner are made available to all shareholders

and the interested general public after the shareholders’ meeting as a recording on

the Company’s website at www.draeger.com/asm. There is no transmission and/or



recording of the entire shareholders’ meeting. Participating in the shareholders’ meet-

ing in terms of Sec. 118 (1) Sentence 2 AktG is hereby not possible.

Total number of shares and voting rights at the time of the convocation of the annual shareholders’ meeting

The Company’s capital stock at the time of the convocation of the annual sharehold-

ers’ meeting amounts to EUR 45,465,600.00, divided into 10,160,000 common

shares with voting rights of one vote per share and 7,600,000 preferred shares with-

out voting rights. At the time of convocation of the annual shareholders’ meeting, the

number of Company shares therefore totaled 17,760,000 and the number of shares

bearing a voting right at the annual shareholders’ meeting 10,160,000.

Lübeck, Germany, March 2018


The general partner


The Executive Board

invitation isin de0005550602 and isin de0005550636 ......1. presentation of the single entity...

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