annual shareholders’ meeting - draeger · annual shareholders’ meeting. isin de0005550602 and...

49
Invitation to the annual shareholders’ meeting ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA Lübeck, Germany We invite our shareholders to the annual shareholders’ meeting to be held at 10.00 am on Wednesday, April 27, 2016, at the Lübeck Musik- und Kongresshalle, Willy-Brandt-Allee 10, 23554 Lübeck, Germany. I. Agenda 1. Presentation of the single entity financial statements of Drägerwerk AG & Co. KGaA as of December 31, 2015, as approved by the Supervisory Board; the group financial statements as of December 31, 2015, as approved by the Supervisory Board; the combined management report for Drägerwerk AG & Co. KGaA and the Group; the voluntary report of the general partner on the disclosures pursuant to Sec. 289 (4) and 315 (4) of the 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, 2015. The general partner and the Supervisory Board propose the approval of the financial statements of Drägerwerk AG & Co. KGaA as of December 31, 2015 in the form presented, which show a net earnings of EUR 365,975,972.86. The documents presented concerning item 1 of the agenda are available for review on the Company website at www.draeger.com/hvf from the date of the convocation of the annual shareholders’ meeting. The same applies to the proposal of the general partner on the

Upload: nguyennhi

Post on 14-Jul-2019

220 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

Invitation

to the annual shareholders’ meeting

ISIN DE0005550602 and ISIN DE0005550636

Drägerwerk AG & Co. KGaA

Lübeck, Germany

We invite our shareholders to the

annual shareholders’ meeting

to be held at 10.00 am on Wednesday, April 27, 2016, at the Lübeck Musik- und

Kongresshalle, Willy-Brandt-Allee 10, 23554 Lübeck, Germany.

I. Agenda

1. Presentation of the single entity financial statements of Drägerwerk AG & Co. KGaA

as of December 31, 2015, as approved by the Supervisory Board; the group

financial statements as of December 31, 2015, as approved by the Supervisory

Board; the combined management report for Drägerwerk AG & Co. KGaA and the

Group; the voluntary report of the general partner on the disclosures pursuant to

Sec. 289 (4) and 315 (4) of the 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, 2015.

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

statements of Drägerwerk AG & Co. KGaA as of December 31, 2015 in the form

presented, which show a net earnings of EUR 365,975,972.86.

The documents presented concerning item 1 of the agenda are available for review on the

Company website at www.draeger.com/hvf from the date of the convocation of the annual

shareholders’ meeting. The same applies to the proposal of the general partner on the

Page 2: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

appropriation of the net earnings. The documents will also be available and will be verbally

explained at the annual shareholders’ meeting on April 27, 2016.

With the exception of the resolution on the approval of the annual financial statements

pursuant to Sec. 286 (1) Sentence 1 of the AktG (Aktiengesetz; German Companies Act),

no other resolution of the annual shareholders’ meeting on item 1 of the agenda is planned.

The Supervisory Board has approved the group financial statements pursuant to Sec. 171

AktG. There are no conditions pursuant to Sec. 173 (1) AktG under which the annual

shareholders’ meeting has to pass a resolution on the approval of the group financial

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

agenda.

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

Co. KGaA

Net earnings for fiscal year 2015 amount to EUR 365,975,972.86.

The general partner and the Supervisory Board propose the following appropriation of net

earnings: Dividend distribution of EUR 0.19 per preferred share eligible for a dividend

- in total EUR 1,444,000.00 EUR 0.13 per ordinary share eligible for a dividend

- in total EUR 1,320,800.00

The remaining amount of EUR 363,211,172.86 is carried forward to new account.

The basis for the resolution proposed above is the share capital of the Company, which is

divided into 7,600,000 preferred shares eligible for a dividend (ISIN DE0005550636) and

10,160,000 ordinary shares eligible for a dividend (ISIN DE0005550602). The number of

shares eligible for a dividend may change up to the time of the annual shareholders’ meeting.

In this event, an appropriately adjusted proposal on the appropriation of the net earnings is

Page 3: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

distributed to the annual shareholders’ meeting, which will provide for an unchanged dividend

of EUR 0.19 per eligible preferred share and EUR 0.13 per eligible ordinary share, but an

appropriately adjusted profit carryforward to new account.

The dividend is payable on April 28, 2016.

3. Resolution on the approval of the actions of the general partner in fiscal year 2015

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

general partner in fiscal year 2015.

4. Resolution on the approval of the actions of the Supervisory Board in fiscal year 2015

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

Supervisory Board members in fiscal year 2015.

5. Selection of the auditor for the single entity and group financial statements 2016 and

the auditor for any audit review of the half-yearly financial report and of any additional

financial information during the year that may be performed

Based on the recommendation of its Audit Committee, the Supervisory Board proposes

selecting PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft,

Hamburg, Germany, as the auditor for the single entity and group financial statements for fiscal

year 2016 and the auditor for any audit review of the half-yearly financial reports and of the

interim management reports of the half-yearly financial reports and of any additional financial

information during the year that may be performed pursuant to Sec. 37w (7) of the WpHG

(Wertpapierhandelsgesetz; Securities Trading Act) for fiscal years 2016 and 2017 if these are

prepared prior to the annual shareholders’ meeting in fiscal year 2017.

6. Resolution on the cancellation of the existing authorized capital pursuant to article 6 (4)

of the articles of association and creation of new authorized capital with the option of

excluding subscription rights as well as the related amendment of the articles of

association

Page 4: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

The authorization approved by the annual shareholders’ meeting of the Company on May 6,

2011 to increase the share capital (authorized capital) has not been exercised to date and will

expire on May 5, 2016. In order to provide the Company with the possibility also in the future of

covering its financial requirements quickly and flexibly by using authorized capital, the

Company shall be issued a new authorization to increase the share capital with the approval of

the Supervisory Board. It shall relate to the issue of ordinary and/or preferred shares and shall

be subject to a time limit of five years.

The general partner and the Supervisory Board propose the following resolution:

a) Cancellation of the existing authorized capital

The authorization of the general partner adopted by the annual shareholders’ meeting of the

Company on May 6, 2011 under item 9 of the agenda at that time to increase the share capital

in accordance with article 6 (4) of the articles of association (Authorized capital) is, if no use

has been made of it up to that point, cancelled upon the entry into effect of the new

authorization to increase the share capital provided below under b) and upon registration in the

companies register of the amendment to the articles of association provide for below under c).

b) Creation of new authorized capital

The general partner is authorized to increase the share capital, subject to the approval of the

Supervisory Board, on one or more occasions up to April 26, 2021 by issuing new bearer

ordinary shares and/or preferred shares (no-par shares) in exchange for cash and/or

contributions in kind by up to EUR 11,366,400.00 in total (Authorized capital). The

authorization includes the power, in accordance with the permitted ceiling pursuant to Sec. 139

(2) AktG, to issue either new ordinary shares and/or new non-voting preferred shares, which

shall carry the same status as the previously issued non-voting preferred shares in the

distribution of profits and/or the assets of the Company.

Shareholders shall be granted a subscription right, unless this is excluded for the reasons

stated below. The subscription right can also be granted to the shareholders in such a way that

Page 5: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

the new shares are acquired by one or more financial institutions or companies within the

meaning of Sec. 186 (5) Sentence 1 AktG specified by the general partner with the obligation

to offer them to the shareholders for purchase (indirect subscription right).

If ordinary and preferred shares are issued at the same time while the shareholding ratio of the

two classes of shares at the time of the relevant issue is maintained, the general partner shall

be authorized, subject to the approval of the Supervisory Board, to exclude the right of holders

of one share class to subscribe for the other class of shares (“crossed exclusion of subscription

rights”). Also in this case, the general partner is entitled to exclude further subscription rights

under the terms of the regulations stated below.

The general partner is further authorized, subject to the approval of the Supervisory Board, to

exclude the subscription rights of the shareholders:

(i) in order to compensate for any fractional amounts;

(ii) if the shares are issued in exchange for contributions in kind, especially in the context of

company mergers or the acquisition of companies, business units or equity interests in

companies or of other assets or of claims to the acquisition of other assets, including

receivables from the Company or from companies controlled by it within the meaning of Sec.

17 AktG;

(iii) if the shares of the Company are issued in exchange for cash and the issue price per share

does not significantly fall below the stock market price of an essentially similarly structured,

already listed share of the same class at the time the shares are issued. The exclusion of the

subscription right can in this event be conducted, however, only if the number of the shares

issued in this way together with the number of other shares that are issued or sold during the

term of this authorization subject to an exclusion of subscription right in direct application or

application mutatis mutandis of Sec. 186 (3) sentence 4 AktG, and with the number of shares

that may be created as the result of the exercise or fulfillment of option and/or conversion

rights or obligations arising from warrant and/or convertible bonds and/or participation rights

that are issued during the term of this authorization subject to an exclusion of subscription right

in application mutatis mutandis of Sec. 186 (3) sentence 4 AktG does not exceed 10 percent of

Page 6: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

the share capital either at the time that this authorization comes into effect or at the time the

new shares are issued;

(iv) if this is necessary in order to grant holders or creditors of warrant and/or convertible bonds

with option and/or conversion rights and obligations that are issued by the Company or one of

the companies in which it holds a majority interest a right to subscribe to new shares in the

extent to which they would be entitled after exercising the option or conversion rights or after

fulfilling option or conversion obligations.

The proportion of the share capital attributed in total to new shares for which the subscription

right is excluded on the basis of this authorization may, together with the proportion of the

share capital that is attributed to treasury shares or to new shares from other authorized capital

or that relates to the option or conversion rights or obligations arising from options, warrant

and/or convertible bonds and/or participation rights that have been sold or issued during the

term of this authorization subject to the exclusion of subscription rights, not exceed 20 percent

of the share capital. Shares that are issued under a crossed exclusion of subscription rights

are excluded from this limitation to 20 percent of the share capital. The key factor for

calculating the 20 percent limit is the existing share capital at the time that this authorization

comes into effect or is exercised, on whichever of these dates the share capital is at its lowest.

The general partner is authorized, subject to the approval of the Supervisory Board, to

determine the details of the share rights and of the capital increase as well as the terms and

conditions of the share issue, in particular the issue price. The Supervisory Board is authorized

to adjust the wording of the articles of association in line with the utilization of the authorized

capital or after the authorization period has expired. c) Amendment to the articles of association

Article 6 (4) of the articles of association is revised as follows:

"The general partner is authorized to increase the share capital, subject to the approval of the

Supervisory Board, on one or more occasions up to April 26, 2021 by issuing new bearer

ordinary shares and/or preferred shares (no-par shares) in exchange for cash and/or

Page 7: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

contributions in kind by up to EUR 11,366,400.00 in total (Authorized capital). The

authorization includes the power, in accordance with the permitted ceiling pursuant to Sec. 139

(2) AktG, to issue either new ordinary shares and/or new non-voting preferred shares, which

shall carry the same status as the previously issued non-voting preferred shares in the

distribution of profits and/or the assets of the Company.

Shareholders shall be granted a subscription right, unless this is excluded for the reasons

stated below. The subscription right can also be granted to the shareholders in such a way that

the new shares are acquired by one or more financial institutions or companies within the

meaning of Sec. 186 (5) sentence 1 AktG specified by the general partner with the obligation to

offer them to the shareholders for purchase (indirect subscription right).

If ordinary and preferred shares are issued at the same time while the shareholding ratio of the

two classes of shares at the time of the relevant issue is maintained, the general partner is

authorized, subject to the approval of the Supervisory Board, to exclude the right of holders of

one share class to subscribe for the other class of shares (“crossed exclusion of subscription

rights”). Also in this case, the general partner is entitled to exclude further subscription rights

under the terms of the regulations stated below.

The general partner is further authorized, subject to the approval of the Supervisory Board, to

exclude the subscription rights of the shareholders:

(i) in order to compensate for any fractional amounts;

(ii) if the shares are issued in exchange for contributions in kind, especially in the context of

company mergers or the acquisition of companies, business units or equity interests in

companies or of other assets or of claims to the acquisition of other assets, including

receivables from the Company or from companies controlled by it within the meaning of

Sec. 17 AktG;

(iii) if the shares of the Company are issued in exchange for cash and the issue price per

share does not significantly fall below the stock market price of an essentially similarly

structured, already listed share of the same class at the time the shares are issued. The

exclusion of the subscription right can in this event be conducted, however, only if the

number of the shares issued in this way together with the number of other shares that are

Page 8: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

issued or sold during the term of this authorization subject to an exclusion of subscription

right in direct application or application mutatis mutandis of Sec. 186 (3) sentence 4

AktG, and with the number of shares that may be created as the result of the exercise or

fulfillment of option and/or conversion rights or obligations arising from warrant and/or

convertible bonds and/or participation rights that are issued during the term of this

authorization subject to an exclusion of subscription right in application mutatis mutandis

of Sec. 186 (3) sentence 4 AktG does not exceed 10 percent of the share capital either at

the time that this authorization comes into effect or at the time the new shares are issued;

(iv) if this is necessary in order to grant holders or creditors of warrant and/or convertible

bonds with option and/or conversion rights and obligations that are issued by the

Company or one of the companies in which it holds a majority interest a right to subscribe

to new shares in the extent to which they would be entitled after exercising the option or

conversion rights or after fulfilling option or conversion obligations.

The proportion of the share capital attributed in total to new shares for which the subscription

right is excluded on the basis of this authorization may, together with the proportion of the

share capital that is attributed to treasury shares or to new shares from other authorized capital

or that relates to the option or conversion rights or obligations arising from options, warrant

and/or convertible bonds and/or participation rights that have been sold or issued during the

term of this authorization subject to the exclusion of subscription rights, not exceed 20 percent

of the share capital. Shares that are issued under a crossed exclusion of subscription rights

are excluded from this limitation to 20 percent of the share capital. The key factor for

calculating the 20 percent limit is the existing share capital at the time that this authorization

comes into effect or is exercised, on whichever of these dates the share capital is at its lowest.

The general partner is authorized, subject to the approval of the Supervisory Board, to

determine the details of the share rights and of the capital increase as well as the terms and

conditions of the share issue, in particular the issue price. The Supervisory Board is authorized

to adjust the wording of the articles of association in line with the utilization of the authorized

capital or after the authorization period has expired.”

Page 9: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

7. Resolution on the cancellation of the existing authorization to acquire treasury shares

and a new authorization to acquire and to use treasury shares as well as on the

exclusion of the option to sell during acquisition and of the subscription right during

sale

The authorization resolved by the annual shareholders’ meeting of the Company on May 4,

2012 to acquire treasury shares was partially utilized by the acquisition of own preferred

shares and expires on May 3, 2017. In order to have the option of acquiring treasury shares

also in the future, the existing authorization is to be cancelled and the Company reauthorized

for five years to acquire treasure shares.

The general partner and the Supervisory Board propose the following resolution: a) Cancellation of the existing authorization to acquire treasury shares

The authorization resolved by the annual shareholders’ meeting of the Company on May 4,

2012 under item 6 of the agenda at that time for the general partner to acquire treasury shares

in accordance with Sec. 71 (1) no. 1 AktG, is, if no use has been made of it by that time,

cancelled upon the entry into effect of the new authorization to acquire treasury shares

provided for below under b) to c).

b) New authorization to acquire treasury shares

The general partner is authorized to acquire, up to April 26, 2021, treasury shares of whatever

class (ordinary and/or preferred shares) amounting to a total of no more than 10 percent of the

share capital of the Company existing at the time the resolution is adopted or – if the value is

lower – at the time the authorization is exercised. No more than 10 percent of the share capital

may be allotted at any time to the shares acquired together with other treasury shares that are

in the possession of or are to be attributed to the Company in accordance with Sec. 71a ff.

AktG. The authorization may not be used for the purpose of trading in treasury shares.

The acquisition can be limited in full or in part to shares of one class while the sell option of the

shareholders of the other class is completely or partially excluded.

Page 10: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

c) Types of acquisition

The acquisition may be conducted at the discretion of the general partner

(i) on the stock market or

(ii) on the basis of a public purchase offer directed to all shareholders of a class or on the

basis of a public solicitation of offers directed to all shareholders of a class.

If the shares are acquired on the stock market, the purchase price paid by the Company per

share of the same class (excluding incidental acquisition costs) may not be more than 10

percent higher or lower than the price of the shares of the class in question ascertained on the

relevant trading day by the opening auction in Xetra trading (or on a functionally comparable

successor system replacing the Xetra system) on the Frankfurt Stock Exchange.

If the shares are acquired on the basis of a public purchase offer directed to all shareholders of

a class or on the basis of a public solicitation of offers directed to all shareholders of a class,

- the purchase price offered per share of the class in question (excluding incidental

acquisition costs) in the event of a public purchase offer directed to all shareholders of a

class or

- the threshold values of the purchase price spread defined by the Company (excluding

incidental acquisition costs) in the event of a public solicitation of offers directed to all

shareholders of a class may

not be more than 10 percent higher or lower than the volume-weighted average of the closing

auction prices for shares of the class in question in Xetra trading (or on a functionally

comparable successor system replacing the Xetra system) on the Frankfurt Stock Exchange

during the last five stock exchange trading days before the date that the public purchase offer

or the public solicitation of offers is publicly announced.

Page 11: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

If significant deviations in the relevant price arise after a public purchase offer directed to all

shareholders of a class or a public solicitation of offers directed to all shareholders of a class is

published, then the purchase offer or the public solicitation of offers can be adjusted. In this

event, the volume-weighted average of the closing auction prices for shares of the class in

question in Xetra trading (or on a functionally comparable successor system replacing the

Xetra system) on the Frankfurt Stock Exchange during the last five stock exchange trading

days before the adjustment is publicly announced will be taken as the basis.

The volume of the purchase offer or of the public solicitation of offers can be limited. If in a

public purchase offer or a public solicitation of offers, the volume of the tendered shares

exceeds the intended buyback volume, the acquisition can be conducted in proportion to the

shares subscribed and offered in each case; the right of the shareholders to offer their shares

for sale in proportion to their shareholding ratio is excluded in this respect. A preferential

acceptance of small lots of up to 100 tendered shares per shareholder as well as commercial

rounding in order to avoid mathematical fractions of shares can be stipulated. Any more

extensive option to sell of the shareholders is excluded in this respect.

The public purchase offer or the public solicitation of offers can stipulate further terms and

conditions. d) Use of treasury shares

The general partner is authorized to use the treasury shares acquired on the basis of the

authorization pursuant to b) and c) for all purposes permitted by law and especially the

following purposes:

(i) The shares may be redeemed without this redemption or its implementation requiring a

further resolution of the annual shareholders’ meeting. They can also be redeemed in

the simplified procedure without reducing the capital by adjusting the pro rata

mathematical amount of the other no-par shares in the share capital of the Company. If

the redemption is carried out in the simplified procedure, the general partner is

authorized to revise the number of no-par shares in the articles of association.

Page 12: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

(ii) The shares can also be sold in a way other than on the stock market or on the basis of an

offer made to all shareholders if the purchase price to be paid in cash is not significantly

lower than the stock market price of the essentially similarly structured, already listed

shares of the class in question. The number of shares sold in this way may, together with

the number of other shares that are issued or sold during the term of this authorization

subject to the exclusion of the subscription right in direct application or application

mutatis mutandis of Sec. 186 (3) sentence 4 AktG, and the number of shares that may

be created as the result of the exercise or fulfillment of option and/or conversion rights or

obligations arising from warrant and/or convertible bonds and/or participation rights that

are issued during the term of this authorization subject to an exclusion of the

subscription right in application mutatis mutandis of Sec. 186 (3) sentence 4 AktG, not

exceed 10 percent of the share capital. The key factor is the share capital at the time that

this authorization comes into effect or the share capital present at the time this

authorization is exercised, depending on which value is lower.

(iii) The shares can be sold in exchange for payments in kind, especially in the context of

company mergers or the acquisition of companies, business units or equity interests in

companies or of other assets or of claims to the acquisition of other assets, including

receivables from the Company or from companies controlled by it within the meaning of

Sec. 17 AktG.

(iv) The shares can be offered for sale and transferred to persons who have an employment

relationship with the Company or a company affiliated with it. They can also be offered

for sale and transferred to members of the Executive Board of the general partner in its

capacity as the management body of the Company or to members of the management

of a company affiliated with it. If members of the Executive Board of the general partner

are given preferential treatment, the selection of the beneficiaries and the determination

of the scope of the shares to be granted to them is additionally the responsibility of the

Supervisory Board of the general partner.

(v) The shares can be used to fulfil subscription and conversion rights that are created on

account of the exercise of option and/or conversion rights or the fulfillment of option

and/or conversion obligations arising from warrant and/or convertible bonds issued by

the Company or one of the companies in which it holds a majority interest.

Page 13: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

The right of the shareholders to subscribe to treasury shares acquired on the basis of this

authorization is excluded if they are used in accordance with the above authorizations under

(ii) to (v). Moreover, the right of shareholders to subscribe for fractional amounts can be

excluded in the event that the treasury shares are sold through an offer made to all

shareholders.

The authorization to use treasury shares subject to the exclusion of the subscription right of the

shareholders is limited, however, in so far as the sum of the treasury shares used subject to

the exclusion of the subscription right of the shareholders together with the number of other

shares that are issued from authorized capital during the term of this authorization subject to

the exclusion of the subscription right or have to be issued on account of options, warrant

and/or convertible bonds or participation rights issued during the term of this authorization

subject to the exclusion of the subscription right may not exceed 20 percent in total of the share

capital after the authorization is exercised; the key factor is either the share capital at the time

that this authorization comes into effect or the share capital present at the time this

authorization is exercised, depending on which value is lower.

e) Utilization in partial amounts or by controlled companies and by third parties for

the account of the Company or of the Company controlled by it

All authorizations designated above can be exercised by the Company in full or in partial

amounts, on one or more occasions, in pursuit of one or more purposes. The authorizations –

with the exception of the authorization to redeem treasury shares – can also be exercised by

companies controlled or majority-owned by the Company or for its or their account by third

parties.

f) Approval of the Supervisory Board

The measures of the general partner on the basis of this resolution may be undertaken only

with the approval of the Supervisory Board.

Page 14: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

II. Further information on the convening of the annual shareholders’ meeting

Requirements for participating in the annual shareholders’ meeting and exercising

potential voting rights

Ordinary shareholders are entitled to participate in the annual shareholders’ meeting and to

exercise voting rights, preferred shareholders are entitled to participate in the annual

shareholders’ meeting subject to article 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 entitlement to participate in the annual shareholders’ meeting and to

exercise their voting rights are entitled to participate in the annual shareholders’ meeting and

exercise their voting rights.

The proof of shareholding to be furnished for the entitlement to participate in the annual

shareholders’ meeting and exercise voting rights must be made in the form of a certificate

issued by the custodian bank. The proof of shareholding must be written in German or English

and issued in written or electronic form, and it must refer to the beginning of the 21st day

before the annual shareholders’ meeting, i.e.

Wednesday, April 6, 2015, 00:00 (midnight)

(record date).

Both the registration and proof of shareholding of the shareholders (ordinary and preferred

shareholders) must reach the Company at least six days before the annual shareholders’

meeting (not including the day of the annual shareholders’ meeting and the day of receipt), i.e.

no later than

Wednesday, April 20, 2015, 24:00 hours (midnight)

at the following address:

Drägerwerk AG & Co. KGaA

c/o Commerzbank AG

GS-MO 3.1.1 General Meetings

Page 15: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

60261 Frankfurt am Main, Germany

Fax: +49 69 136-26351

E-mail: [email protected] Importance of the record date

In relation to the Company, only shareholders who have provided proof of their shareholding

are entitled to participate in the annual shareholders’ meeting and exercise voting rights. The

entitlement to participate in the annual shareholders’ meeting and the extent of any voting

rights are determined exclusively by the shareholding of the shareholder on the record date.

The record date is not accompanied by any block on the alienability of the shareholding. Even

in the event of the complete or partial sale of the shareholding after the record date, exclusively

the shareholding on the record date is relevant for the participation and extent of any voting

rights, i.e. the sale or other transfers of shares after the record date have no effect on the

entitlement to participate in the annual shareholders’ meeting or on the extent of the voting

rights. The same applies to the acquisition of initial and additional shares after the record date.

Persons who still do not own any shares on the record date and become shareholders only

after this date are not entitled to participate or exercise voting rights unless they arrange to be

appointed as a proxy or are authorized to exercise such rights. The record date is of no

relevance for the entitlement to a dividend. Process for voting and participating through a proxy

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

arrange to have their voting rights (ordinary shares) at the annual shareholders’ meeting or

their right to participate (ordinary and preferred shares) in the annual shareholders’ meeting

exercised by a proxy, e.g. by their custodian bank, a shareholders' association or another

person of their choice. It is also necessary in these cases to register punctually for the annual

shareholders’ meeting and to furnish proof of shareholding punctually in accordance with the

above provisions.

If powers of attorney to exercise voting rights are not issued to a financial institution, to a

shareholders' association or to any other person or institution treated as equivalent in Sec. 135

AktG, they must be issued in written or electronic form in accordance with article 30 (2) of the

Page 16: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

articles of association. The same shall apply in accordance with Sec. 134 (3) sentence 3 AktG

for their revocation and proof of the proxy provided to the Company. Powers of attorney to

participate in the annual shareholders’ meeting that do not include the exercising of voting

rights must be furnished to the Company in written or electronic form.

The issue of the power of attorney can be declared to the proxy or to the Company. Proof of a-

power of attorney issued to the proxy can be furnished by the proxy presenting the power of

attorney at the registration desk on the day of the annual shareholders’ meeting. Proof of

authorization can be sent by post, fax or electronically (e-mail) to the following address

provided by the Company:

Drägerwerk AG & Co. KGaA

c/o UBJ. GmbH Drägerwerk

HV 2016 Kapstadtring 10

22297 Hamburg, Germany

Fax: +49 40 6378-5423

E-mail: [email protected]

The above means of transmission can also be used if the issue of the power of attorney is to be

declared directly to the Company; it is not necessary to provide separate proof of the issue of

the power of attorney in this case. The revocation of a power of attorney that has already been

issued can also be declared directly to the Company using the above means of transmission.

We kindly ask our shareholders to send powers of attorney, proof of authorization and

revocations of powers of attorney, if these are to be sent by post or fax, by Tuesday, April 26,

2016, 6.00 p.m. (receipt), to the above address.

Shareholders will receive a form that can be used to issue a power of attorney together with the

admission ticket, which will be sent to the shareholders following punctual registration as

described above, and can also be downloaded from www.draeger.com/hv. If a shareholder

authorizes more than one person, the Company can reject one or more of these.

Page 17: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

Special features may apply to the authorization of a financial institution, a shareholders'

association or other persons and institutions treated as equivalent in Secs. 135 (8) and (10) in

conjunction with Sec. 125 (5) AktG as well as to the revocation and proof of an authorization of

this kind. Shareholders are asked to agree in good time on the form and procedure for issuing

the power of attorney with the individual or institution to be authorized in such a case.

The Company offers its ordinary shareholders the option of authorising proxies appointed by

the Company before the annual shareholders’ meeting to exercise any voting rights. Common

shareholders who wish to issue a power of attorney to the proxies appointed by the Company

must register for the annual shareholders’ meeting by the deadline and furnish proof of

shareholding by the deadline in accordance with the above provisions. In the event they are

authorized, the proxies appointed by the Company exercise the voting right in accordance with

the instructions they are given. They are not authorized to exercise voting rights without having

received instructions from the ordinary shareholder. A form for issuing powers of attorney and

instructions to the proxies appointed by the Company is attached to each admission ticket for

ordinary shareholders. This form can also be downloaded from www.draeger.com/hv. Powers

of attorney and instructions to the proxies appointed by the Company must also be sent to the

Company in written or electronic form.

For ease of administration, ordinary shareholders who wish to authorize a proxy appointed by

the Company already before the annual shareholders’ meeting are kindly requested to send

their powers of attorney and instructions by no later than Tuesday, April 26, 2016, 6.00 p.m.

(receipt) by post, fax or e-mail to the following address:

Drägerwerk AG & Co. KGaA c/o

UBJ. GmbH

Drägerwerk HV 2016 Kapstadtring

10 22297 Hamburg, Germany

Fax: +49 40 6378-5423

E-mail: [email protected]

In addition, the Company offers ordinary shareholders who have registered in time for the

annual shareholders’ meeting, have furnished proof of shareholding in time in accordance with

the terms and conditions stated above and have come to the annual shareholders’ meeting the

Page 18: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

option also at the annual shareholders’ meeting of authorising the proxies appointed by the

Company to exercise any voting rights. Shareholders’ rights Motions to supplement the agenda pursuant to Sec. 122 (2) AktG

Shareholders whose shares together comprise one twentieth of the share capital or the

proportionate amount of EUR 500,000 (the latter corresponding to 195,313 shares rounded up

to the next highest whole number of shares) can request pursuant to Sec. 122 (2) AktG that

items are put on the agenda and published. Each new item must be accompanied by a

statement of grounds or a draft resolution. The request is to be directed in writing to the general

partner as the representative body of the Company and must be received by the Company at

least 30 days before the annual shareholders’ meeting (not including the day of the annual

shareholders’ meeting and the day of receipt of the request), i.e. by no later than

Sunday, March 27, 2016, 24:00 hours

(midnight). Please send requests of this nature to the following address:

Drägerwerk AG & Co. KGaA

The general partner

Drägerwerk Verwaltungs AG

Executive Board

Moislinger Allee 53 - 55

23558 Lübeck, Germany.

Countermotions and nominations from shareholders pursuant to Secs. 126 (1) and 127 AktG

Shareholders can send the Company countermotions against a proposal of the general

partner and/or of the Supervisory Board on a specific item of the agenda as well as

Page 19: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

nominations for the election of auditors. Countermotions and nominations from shareholders

pursuant to Secs. 126 (1) and 127 AktG are to be sent exclusively to the following address:

Drägerwerk AG & Co. KGaA

Countermotions for the annual shareholders’ meeting

Moislinger Allee 53 - 55

23558 Lübeck, Germany

Fax: +49 451 882-75245

E-mail: [email protected]

In accordance with Sec. 126 (1) AktG, the Company will publish countermotions, including the

name of the shareholder, the statement of grounds and any opinion of the management, on the

Company website at www.draeger.com/hv provided that it receives the countermotions with a

statement of grounds at least 14 days before the annual shareholders’ meeting (not including

the day of the annual shareholders’ meeting and the day of receipt), i.e. no later than

Tuesday, April 12, 2016, 24:00 hours (midnight),

at the address indicated above. Countermotions sent to a different address will not be

considered.

The Company can refrain from publishing a countermotion under the conditions stated in Sec.

126 (2) AktG. The above sentences apply to nominations from shareholders on the election of

auditors mutatis mutandis in accordance with Sec. 127 AktG. Reasons for nominations from

shareholders do not have to be given, however, and the nominations do not then have to be

published except in the cases specified in Sec. 126 (2) AktG if the nomination does not include

the name, profession exercised and residence of the nominated candidate.

Please note that even, if they are communicated to the Company in advance within the given

time frame, countermotions and nominations, will be considered by the annual shareholders’

meeting only if they are raised or proposed orally during the meeting. The right of every

shareholder to submit countermotions on the various items on the agenda or nominations

Page 20: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

during the annual shareholders’ meeting also without prior communication to the Company

remains unaffected. Rights to receive information in accordance with Sec. 131 (1) AktG

In accordance with Sec. 131 (1) AktG, each shareholder must be given information on matters

relating to the Company and on matters relating to the general partner, provided this is in

connection with the Company, by the general partner at the annual shareholders’ meeting in

response to a verbal request at the annual shareholders’ meeting, provided the information is

required to make a proper assessment of the item on the agenda. The duty to provide

information also extends to the legal and business relationships of the Company with an

affiliated company and to the position of the Group and the companies included in the

consolidated financial statements, as the consolidated financial statements and the group

management report are also presented to the annual shareholders’ meeting under item 1 of

the agenda.

Further explanations and information on the Company's website

The information in accordance with Sec. 124a AktG on the annual shareholders’ meeting,

including the written reports of the general partner on items 6 and 7 of the agenda of the annual

shareholders’ meeting subsequently published are available to the shareholders on the

Company's website at www.draeger.com/hv. Further explanations of the rights of the

shareholders under Secs. 122 (2), 126 (1), 127 and 131 (1) AktG are also available at

www.draeger.com/hv.

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

is convened

The share capital of the Company amounts at the time the annual shareholders’ meeting is

convened to EUR 45,465,600.00 and is divided into 10,160,000 ordinary shares with voting

rights, each share of which grants one vote at the annual shareholders’ meeting, and

7,600,000 non-voting preferred shares. At the time the annual shareholders’ meeting is

Page 21: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

convened, the total number of shares in the Company is thus 17,760,000 and the total number

of shares bearing a right to vote at the annual shareholders’ meeting is 10,160,000.

Lübeck, Germany, March 2016

Drägerwerk AG & Co. KGaA

The general partner

Drägerwerk Verwaltungs AG

The Executive Board

Page 22: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

Invitation

to the separate meeting of preferred shareholders ISIN

DE0005550636

Drägerwerk AG & Co. KGaA

Lübeck, Germany

We hereby invite our preferred shareholders to attend the separate meeting of preferred

shareholders to be held at the Lübeck Musik- und Kongresshalle, Willy-Brandt-Allee 10, 23554

Lübeck, Germany, on Wednesday, April 27, 2016 after the annual shareholders’ meeting of

our Company, however no earlier than 1.00 p.m.

The start of the separate meeting of preferred shareholders may be delayed depending on the

duration of the preceding annual shareholders’ meeting, which has been convened for 10.00

a.m. I. Agenda

Special resolution of the preferred shareholders on the approval of the

resolution of the annual shareholders’ meeting of the Company of April 27, 2016

on item 6 of the agenda concerning the cancellation of the existing authorized

capital in accordance with article 6 (4) of the articles of association and the

creation of new authorized capital with the option of excluding subscription

rights as well as the corresponding amendment of the articles of association

The general partner and the Supervisory Board propose to the annual shareholders’

meeting of the Company on item 6 of the agenda of the annual shareholders’ meeting

of April 27, 2016 the resolution to cancel the existing authorized capital in accordance

with article 6 (4) of the articles of association and to create new authorized capital with

the option of excluding subscription rights as well as the corresponding amendment of

the articles of association.

Page 23: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

In order for the resolution of the annual shareholders’ meeting to become effective, the

preferred shareholders are required to pass a special resolution to approve it at a separate

meeting in accordance with Sec. 141 (2) sentence 1 and (3) sentence 1 AktG.

The proposed resolution under item 6 of the agenda of the annual shareholders’ meeting of

April 27, 2016 reads as follows:

"The general partner and the Supervisory Board propose the following resolution:

a) Cancellation of the existing authorized capital

The authorization of the general partner adopted by the annual shareholders’ meeting of the

Company on May 6, 2011 under item 9 of the agenda at that time to increase the share capital

in accordance with article 6 (4) of the articles of association (Authorized capital) is, if no use

has been made of it up to that point, cancelled upon the entry into effect of the new

authorization to increase the share capital provided below under b) and upon registration in the

companies register of the amendment to the articles of association provide for below under c).

b) Creation of new authorized share capital

The general partner is authorized to increase the share capital, subject to the approval of the

Supervisory Board, on one or more occasions up to April 26, 2021 by issuing new bearer

ordinary shares and/or preferred shares (no-par shares) in exchange for cash and/or

contributions in kind by up to EUR 11,366,400.00 in total (Authorized capital). The

authorization includes the power, in accordance with the permitted ceiling pursuant to Sec.

139 (2) AktG, to issue either new ordinary shares and/or new non-voting preferred shares,

which shall carry the same status as the previously issued non-voting preferred shares in the

distribution of profits and/or the assets of the Company.

Shareholders shall be granted a subscription right, unless this is excluded for the reasons

stated below. The subscription right can also be granted to the shareholders in such a way that

the new shares are acquired by one or more financial institutions or companies within the

meaning of Sec. 186 (5) sentence 1 AktG specified by the general partner with the obligation to

offer them to the shareholders for purchase (indirect subscription right).

Page 24: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

If ordinary and preferred shares are issued at the same time while the shareholding ratio of the

two classes of shares at the time of the relevant issue is maintained, the general partner shall

be authorized, subject to the approval of the Supervisory Board, to exclude the right of holders

of one share class to subscribe for the other class of shares (“crossed exclusion of subscription

rights”). Also in this case, the general partner is entitled to exclude further subscription rights

under the terms of the regulations stated below.

The general partner is further authorized, subject to the approval of the Supervisory Board, to

exclude the subscription rights of the shareholders:

(i) in order to compensate for any fractional amounts;

(ii) if the shares are issued in exchange for contributions in kind, especially in the context of

company mergers or the acquisition of companies, business units or equity interests in

companies or of other assets or of claims to the acquisition of other assets, including

receivables from the Company or from companies controlled by it within the meaning of

Sec. 17 AktG;

(iii) if the shares of the Company are issued in exchange for cash and the issue price per

share does not significantly fall below the stock market price of an essentially similarly

structured, already listed share of the same class at the time the shares are issued. The

exclusion of the subscription right can in this event be conducted, however, only if the

number of the shares issued in this way together with the number of other shares that are

issued or sold during the term of this authorization subject to an exclusion of subscription

right in direct application or application mutatis mutandis of Sec. 186 (3) sentence 4 AktG,

and with the number of shares that may be created as the result of the exercise or

fulfillment of option and/or conversion rights or obligations arising from warrant and/or

convertible bonds and/or participation rights that are issued during the term of this

authorization subject to an exclusion of subscription right in application mutatis mutandis

of Sec. 186 (3) sentence 4 AktG does not exceed 10 percent of the share capital either at

the time that this authorization comes into effect or at the time the new shares are issued;

(iv) if this is necessary in order to grant holders or creditors of warrant and/or convertible

bonds with option and/or conversion rights and obligations that are issued by the

Page 25: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

Company or one of the companies in which it holds a majority interest a right to subscribe

to new shares in the extent to which they would be entitled after exercising the option or

conversion rights or after fulfilling option or conversion obligations.

The proportion of the share capital attributed in total to new shares for which the subscription

right is excluded on the basis of this authorization may, together with the proportion of the

share capital that is attributed to treasury shares or to new shares from other authorized capital

or that relates to the option or conversion rights or obligations arising from options, warrant

and/or convertible bonds and/or participation rights that have been sold or issued during the

term of this authorization subject to the exclusion of subscription rights, not exceed 20 percent

of the share capital. Shares issued under a crossed exclusion of subscription rights are

excluded from the limitation to 20 percent of capital stock. The key factor for calculating the 20

percent limit is the existing share capital at the time that this authorization comes into effect or

is exercised, on whichever of these dates the share capital is at its lowest.

The general partner is authorized, subject to the approval of the Supervisory Board, to

determine the details of the share rights and of the capital increase as well as the terms and

conditions of the share issue, in particular the issue price. The Supervisory Board is entitled to

adjust the wording of the articles of association in line with the utilization of the authorized

capital or after the authorization period expires. c) Amendment to the articles of association

Article 6 (4) of the articles of association is revised as follows:

"The general partner is authorized to increase the share capital, subject to the approval of the

Supervisory Board, on one or more occasions up to April 26, 2021 by issuing new bearer

ordinary shares and/or preferred shares (no-par shares) in exchange for cash and/or

contributions in kind by up to EUR 11,366,400.00 in total (Authorized capital). The

authorization includes the power, in accordance with the permitted ceiling pursuant to Sec. 139

(2) AktG, to issue either new ordinary shares and/or new non-voting preferred shares, which

shall carry the same status as the previously issued non-voting preferred shares in the

distribution of profits and/or the assets of the Company.

Page 26: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

Shareholders shall be granted a subscription right, unless this is excluded for the reasons

stated below. The subscription right can also be granted to the shareholders in such a way that

the new shares are acquired by one or more financial institutions or companies within the

meaning of Sec. 186 (5) sentence 1 AktG specified by the general partner with the obligation to

offer them to the shareholders for purchase (indirect subscription right).

If ordinary and preferred shares are issued at the same time while the shareholding ratio of the

two classes of shares at the time of the relevant issue is maintained, the general partner is

authorized, subject to the approval of the Supervisory Board, to exclude the right of holders of

one share class to subscribe for the other class of shares (“crossed exclusion of subscription

rights”). Also in this case, the general partner is entitled to exclude further subscription rights

under the terms of the regulations stated below.

The general partner is further authorized, subject to the approval of the Supervisory Board, to

exclude the subscription rights of the shareholders:

(i) in order to compensate for any fractional amounts;

(ii) if the shares are issued in exchange for contributions in kind, especially in the context of

company mergers or the acquisition of companies, business units or equity interests in

companies or of other assets or of claims to the acquisition of other assets, including

receivables from the Company or from companies controlled by it within the meaning of

Sec. 17 AktG;

(iii) if the shares of the Company are issued in exchange for cash and the issue price per

share does not significantly fall below the stock market price of an essentially similarly

structured, already listed share of the same class at the time the shares are issued. The

exclusion of the subscription right can in this event be conducted, however, only if the

number of the shares issued in this way together with the number of other shares that are

issued or sold during the term of this authorization subject to an exclusion of subscription

right in direct application or application mutatis mutandis of Sec. 186 (3) sentence 4 AktG,

and with the number of shares that may be created as the result of the exercise or

fulfillment of option and/or conversion rights or obligations arising from warrant and/or

convertible bonds and/or participation rights that are issued during the term of this

Page 27: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

authorization subject to an exclusion of subscription right in application mutatis mutandis

of Sec. 186 (3) sentence 4 AktG does not exceed 10 percent of the share capital either at

the time that this authorization comes into effect or at the time the new shares are issued;

if this is necessary in order to grant holders or creditors of warrant and/or convertible

bonds with option and/or conversion rights and obligations that are issued by the

Company or one of the companies in which it holds a majority interest a right to subscribe

to new shares in the extent to which they would be entitled after exercising the option or

conversion rights or after fulfilling option or conversion obligations.

The proportion of the share capital attributed in total to new shares for which the subscription

right is excluded on the basis of this authorization may, together with the proportion of the

share capital that is attributed to treasury shares or to new shares from other authorized capital

or that relates to the option or conversion rights or obligations arising from options, warrant

and/or convertible bonds and/or participation rights that have been sold or issued during the

term of this authorization subject to the exclusion of subscription rights, not exceed 20 percent

of the share capital. Shares issued under a crossed exclusion of subscription rights are

excluded from the limitation to 20 percent of capital stock. The key factor for calculating the 20

percent limit is the existing share capital at the time that this authorization comes into effect or

is exercised, on whichever of these dates the share capital is at its lowest

.

The general partner is authorized, subject to the approval of the Supervisory Board, to

determine the details of the share rights and of the capital increase as well as the terms and

conditions of the share issue, in particular the issue price. The Supervisory Board is entitled to

adjust the wording of the articles of association in line with the utilization of the authorized

capital or after the authorization period expires.”

The general partner and the Supervisory Board propose to the holders of preferred shares the

adoption of the following resolution:

The resolution of the annual shareholders’ meeting of April 27, 2016 on item 6 of the agenda

Page 28: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

Resolution on the cancellation of the existing authorized capital pursuant to article 6 (4) of the

articles of association and creation of new authorized capital with the option of excluding

subscription rights as well as the related amendment of the articles of association is approved.

Page 29: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

II. Further information on the convening of the meeting

Requirements for participating in the separate meeting of preferred shareholders and

exercising voting rights

Only preferred shareholders who have registered prior to the separate meeting of preferred

shareholders and furnish proof of their entitlement to participate in the separate meeting and to

exercise their voting rights are entitled to participate in the separate meeting of preferred

shareholders and to exercise their voting rights. The holders of ordinary shares are not entitled

to participate or exercise voting rights at the separate meeting of preferred shareholders.

The proof of shareholding to be furnished for the entitlement to participate in the separate

meeting of preferred shareholders and exercise voting rights must be made in the form of a

certificate issued by the custodian bank. The proof of shareholding must be written in German

or English and issued in written or electronic form, and it must refer to the beginning of the 21st

day before the annual shareholders’ meeting, i.e.

Wednesday, April 6, 2016, 00:00 (midnight)

(record date).

Both the registration and proof of shareholding must reach the Company at least six days

before the separate meeting of preferred shareholders (not including the day of the separate

meeting and the day of receipt), i.e. no later than

Wednesday, April 20, 2015, 24:00 (midnight)

at the following address:

Drägerwerk AG & Co. KGaA c/o

Commerzbank AG GS-MO 3.1.1

General Meetings

60261 Frankfurt am Main, Germany

Fax: +49 69 136-26351

E-mail: [email protected]

Page 30: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

Importance of the record date

In relation to the Company, only preferred shareholders who have provided proof of their

shareholding are entitled to participate in the separate meeting of preferred shareholders and

exercise voting rights as preferred shareholders. The entitlement to participate in the separate

meeting of the preferred shareholders and the extent of voting rights are determined

exclusively by the shareholding of the preferred shareholder on the record date. The record

date is not accompanied by any block on the alienability of the shareholding. Even in the event

of the complete or partial sale of the shareholding after the record date, exclusively the

shareholding of the preferred shareholder on the record date is relevant for the participation

and extent of any voting rights, i.e. the sale or other transfers of shares after the record date

have no effect on the entitlement to participate in the separate meeting or on the extent of the

voting rights. The same applies to the acquisition of initial and additional preferred shares after

the record date. Persons who still do not own any preferred shares on the record date and

become preferred shareholders only after this date are not entitled to participate or exercise

voting rights unless they arrange to be appointed as a proxy or are authorized to exercise such

rights. Process for voting and participating through a proxy

Preferred shareholders who do not wish to participate in person in the separate meeting can

arrange to have their voting rights at the separate meeting of preferred shareholders or their

right to participate in the separate meeting of preferred shareholders exercised by a proxy, e.g.

by their custodian bank, a shareholders' association or another person of their choice. It is also

necessary in these cases to register punctually for the separate meeting of preferred

shareholders and to furnish proof of shareholding punctually in accordance with the above

provisions.

If powers of attorney are not issued to a financial institution, to a shareholders' association or to

any other person or institution treated as equivalent in Sec. 135 AktG, they must be issued in

written or electronic form in accordance with article 30 (2) of the articles of association. The

same shall apply in accordance with Sec. 134 (3) sentence 3 AktG for their revocation and

proof of the proxy provided to the Company.

Page 31: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

The issue of the power of attorney can be declared to the proxy or to the Company. Proof of a

power of attorney issued to the proxy can be furnished by the proxy presenting the power of

attorney at the registration desk on the day of the separate meeting of preferred shareholders.

Proof of authorization can be sent by post, fax or electronically (e-mail) to the following

address provided by the Company:

Drägerwerk AG & Co. KGaA c/o UBJ.

GmbH Drägerwerk HV 2016

Kapstadtring 10 22297 Hamburg,

Germany

Fax: +49 40 6378-5423

E-mail: [email protected]

The above means of transmission can also be used if the issue of the power of attorney is to be

declared directly to the Company; it is not necessary to provide separate proof of the issue of

the power of attorney in this case. The revocation of a power of attorney that has already been

issued can also be declared directly to the Company using the above means of transmission.

We kindly ask our preferred shareholders to send powers of attorney, proof of authorization

and revocations of powers of attorney, if these are to be sent by post or fax, by Tuesday, April

26, 2016, 6.00 p.m. (receipt), to the above address.

Preferred shareholders will receive a form that can be used to issue a power of attorney

together with the admission ticket, which will be sent to the preferred shareholders following

punctual registration as described above, and can also be download from

www.draeger.com/hv. If a preferred shareholder authorizes more than one person, the

Company can reject one or more of these.

Special features may apply to the authorization of a financial institution, a shareholders'

association or other persons and institutions treated as equivalent in Secs. 135 (8) and (10) in

conjunction with Sec. 125 (5) AktG as well as to the revocation and proof of an authorization of

Page 32: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

this kind. The preferred shareholders are asked to agree in good time on the form and

procedure for issuing the power of attorney with the individual or institution to be authorized in

such a case.

The Company offers its preferred shareholders the option of authorizing proxies appointed by

the Company before the separate meeting of preferred shareholders to exercise any voting

rights. Preferred shareholders who wish to issue a power of attorney to the proxies appointed

by the Company must register for the separate meeting of preferred shareholders by the

deadline and furnish proof of shareholding by the deadline in accordance with the above

provisions. In the event they are authorized, the proxies appointed 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 preferred shareholder. A

form for issuing powers of attorney and instructions to the proxies appointed by the Company

is attached to each admission ticket for preferred shareholders. This form can also be

downloaded from www.draeger.com/hv. Powers of attorney and instructions to the proxies

appointed by the Company must also be sent to the Company in written or electronic form.

For ease of administration, preferred shareholders who wish to authorize a proxy appointed by

the Company already before the separate meeting of preferred shareholders are kindly

requested to send their powers of attorney and instructions by no later than Tuesday, April

26, 2016, 6.00 p.m. (receipt) by post, fax or e-mail to the following address:

Drägerwerk AG & Co. KGaA c/o

UBJ. GmbH

GmbH Drägerwerk HV 2016

Kapstadtring 10 22297 Hamburg,

Germany

Fax: +49 40 6378-5423

E-mail: [email protected]

In addition, the Company offers preferred shareholders who have registered in time for the

separate meeting of preferred shareholders, have furnished proof of shareholding in time in

accordance with the provisions stated above and have come to the separate meeting of

Page 33: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

preferred shareholders the option also at the separate meeting of preferred shareholders of

authorising the proxies appointed by the Company to exercise any voting rights. Shareholders’ rights Motions to supplement the agenda pursuant to Secs. 122 (2) and 138 (2) AktG

Shareholders, i.e. ordinary and/or preferred shareholders, whose shares together comprise

one twentieth of the share capital or the proportionate amount of EUR 500,000 (the latter

corresponding to 195,313 shares rounded up to the next highest whole number of shares) can

request pursuant to Sec. 122 (2) AktG that items are put on the agenda of the separate

meeting of preferred shareholders and published. In accordance with Sec. 138 sentence 3

AktG, a minority of shareholders who can take part in the vote on the special resolution is also

entitled to the same right if their shares together account for one tenth of the shares based on

which the voting right can be exercised in the vote on the special resolution (quorum)

(equivalent to 760,000 preferred shares). Each new item must be accompanied by a statement

of grounds or a draft resolution. The request is to be directed in writing to the general partner

as the representative body of the Company and must be received by the Company at least 30

days before the separate meeting of preferred shareholders (not including the day of the

separate meeting and the day of receipt of the request), i.e. by no later than

Sunday, March 27, 2016, 24:00

(midnight). Please send requests of this nature to the following address:

Drägerwerk AG & Co. KGaA

The general partner

Drägerwerk Verwaltungs AG

Executive Board

Moislinger Allee 53 - 55

23558 Lübeck, Germany Countermotions of shareholders pursuant to Secs. 126 (1) and 138 (2) AktG

Page 34: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

Ordinary and/or preferred shareholders can send the Company countermotions against a

proposal of the general partner and/or of the Supervisory Board on a specific item of the

agenda of the separate meeting of preferred shareholders. Countermotions pursuant to Sec.

138 sentence 2 in conjunction with Sec. 126 (1) AktG are to be sent exclusively to the following

address:

Drägerwerk AG & Co. KGaA

Countermotions for the separate meeting

Moislinger Allee 53 - 55

23558 Lübeck, Germany

Fax: +49 451 882-75245

E-mail: [email protected]

In accordance with Sec. 138 sentence 2 in conjunction with Sec. 126 (1) AktG, the Company

will publish countermotions, including the name of the shareholder, the statement of grounds

and any opinion of the management, on the Company website at www.draeger.com/hv

provided that it receives the countermotions with a statement of grounds at least 14 days

before the separate meeting (not including the day of the annual shareholders’ meeting and

the day of receipt), i.e. no later than

Tuesday, April 12, 2016, 24:00 (midnight),

at the address indicated above. Countermotions sent to a different address will not be

considered.

The Company can refrain from publishing a countermotion under the conditions stated in Sec.

138 sentence 2 in conjunction with Sec. 126 (2) AktG.

Please note that, even if they are communicated to the Company in advance within the given

time frame, countermotions will be considered at the separate meeting of preferred

shareholders only if they are raised or proposed orally during the meeting. The right of every

shareholder to submit countermotions on the various items on the agenda during the separate

meeting of preferred shareholders also without prior communication to the Company remains

unaffected.

Page 35: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

Rights to receive information in accordance with Sec. 131 (1) AktG

In accordance with Sec. 138 sentence 2 in conjunction with Sec. 131 (1) AktG, each preferred

shareholder must be given information on matters relating to the Company by the general

partner in response to a verbal request at the separate meeting, provided the information is

required to make a proper assessment of the item on the agenda.

Further explanations and information on the Company website

The information in accordance with Sec. 124a AktG on the separate meeting of preferred

shareholders, including the written reports of the general partner on item 6 of the agenda of the

annual shareholders’ meeting and at the same time on the sole item on the agenda of the

separate meeting of shareholders that are subsequently published are available to the

shareholders on the Company website at www.draeger.com/hv. Further explanations of the

rights of the shareholders under Secs. 122 (2), 126 (1) and 131 (1) AktG are also available at

www.draeger.com/hv.

Total number of shares and voting rights at the time the separate meeting of preferred

shareholders is convened

The share capital of the Company amounts at the time the separate meeting of preferred

shareholders is convened to EUR 45,465,600.00 and is divided into 10,160,000 ordinary

shares without voting rights at the separate meeting of preferred shareholders, and 7,600,000

preferred shares, each preferred share of which grants one vote at the separate meeting of

preferred shareholders. At the time the separate meeting of preferred shareholders is

convened, the total number of shares in the Company is thus 17,760,000 and the total number

of shares bearing a voting right at the separate meeting of preferred shareholders is

7,600,000.

Lübeck, Germany, March 2016

Drägerwerk AG & Co. KGaA

The general partner

Page 36: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

Drägerwerk Verwaltungs AG

The Executive Board

Written reports of the general partner on items 6 and 7 of the agenda of the annual

shareholders’ meeting and on the sole item of the agenda of the separate meeting of

preferred shareholders on April 27, 2016

Written report of the general partner on item 6 of the agenda of the annual

shareholders’ meeting and on the sole item of the agenda of the separate meeting of

preferred shareholders on the reasons for the authorization of the general partner to

exclude the subscription right in capital increases from the authorized capital

The general partner and the Supervisory Board propose to the annual shareholders’ meeting

on item 6 of the agenda authorising the general partner, subject to the approval of the

Supervisory Board, to increase the share capital of the Company by issuing new bearer

ordinary shares and/or preferred shares on one or more occasions in exchange for cash

and/or contributions in kind by up to EUR 11,366,400.00 (authorized capital). The

authorization includes the power to issue either new ordinary shares and/or non-voting

preferred shares, which shall carry the same status as the previously issued non-voting

preferred shares in the distribution of profits and/or the assets of the Company. The

authorization to issue non-voting preferred shares may be exercised only in so far as the

proportion of the non-voting preferred shares does not exceed half of the share capital (Sec.

139 (2) AktG). The authorization expires on April 26, 2021.

The authorization under item 6 of the agenda of the annual shareholders’ meeting replaces the

authorization of the general partner in accordance with article 6 (4) of the articles of association

that is still in force and has not yet been utilized to increase, subject to the approval of the

Supervisory Board, the share capital of the Company on one or more occasions up to May 5,

2016 by issuing new bearer ordinary shares and/or preferred shares in exchange for cash

and/or contributions in kind by up to EUR 11,366,400.00.

Page 37: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

The purpose of the new authorized capital is to enable the Company to obtain equity on

favourable terms and conditions quickly and flexibly when required.

In the event that the authorized share capital is used, subscription rights must in principle be

granted to the shareholders. The subscription right can also be granted to the shareholders in

such a way that the new shares are acquired by one or more financial institutions or companies

within the meaning of Sec. 186 (5) sentence 1 AktG specified by the general partner with the

obligation to offer them to the shareholders for purchase (indirect subscription right). This may

be expedient for processing reasons. The subscription rights of the shareholders are not

restricted here.

However, subscription rights may be excluded by the general partner, subject to the approval

of the Supervisory Board, in certain cases when the authorized share capital is used.

The authorization provides to begin with that the general partner can, when ordinary shares

and preferred shares are issued at the same time, exclude the right of holders of shares of one

class to subscribe for shares of the other class subject to the approval of the Supervisory

Board (crossed exclusion of subscription rights). This applies only when the new shares are

issued in the previous proportion of the two classes of shares to each other. The crossed

exclusion of subscription rights leads in this case to the proportion of the two classes of shares

to each other and the relative holding of the shareholders of the respective class remaining

constant. It is the opinion of the general partner that the crossed exclusion of subscription

rights when there are two types of shares is the best way to take into account the intent of the

subscription right, which is to maintain the existing proportionate voting rights and financial

interests of the shareholders of the Company.

The continued potential exclusion of the subscription right to compensate for fractional

amounts in alternative (i) is a measure that is essential and appropriate for technical reasons

for implementing a capital increase, especially for creation a practical subscription ratio.

Without excluding the subscription right with regard to the fractional amount, the technical

implementation of the capital increase would be made significantly more difficult, especially in

a capital increase by round amounts. The new shares excluded from the subscription right of

the shareholders as unassigned fractions will be realized either by being sold on the stock

exchange or otherwise in the best possible way for the Company. For these reasons, the

Page 38: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

general partner and the Supervisory Board consider the authorization to exclude the

subscription right to be appropriate.

Alternative (ii) of the proposed resolution provides that the general partner can exclude the

subscription right, subject to the approval of the Supervisory Board, in order to acquire

contributions in kind, especially in the context of company mergers or the acquisition of

companies, business units or equity interests in companies or of other assets or of claims to

the acquisition of other assets, including receivables from the Company or from companies

controlled by it within the meaning of Sec. 17 AktG.

This is intended to enable the Company to continue to strengthen its competitive position

through acquisitions and as a result to facilitate long-term and continuous earnings growth.

The Company must retain the possibility of being able to respond quickly and flexibly on the

national and international markets to favourable offers or other opportunities that present

themselves for acquiring companies, parts of companies or equity interests in companies. The

same applies for the acquisition of other assets or claims to the acquisition of assets that may

be connected with an acquisition project, including receivables from the Company or from

companies controlled by it. Experience has shown that the owners of interesting acquisition

targets frequently prefer to ask for shares instead of cash as consideration for the sale. In the

competition for attractive investments or assets, advantages can therefore result when new

shares in the Company can be offered to a seller as consideration. As shares have to be

issued at short notice in the competition with potential buyers when acquisition targets emerge,

which regularly involve complex transaction structures, this can generally not be decided upon

by the annual shareholders’ meeting, which in principle takes place only once a year. The

creation of authorized capital which the general partner can quickly access – with the approval

of the Supervisory Board – is therefore essential.

As soon as opportunities to make acquisitions materialize, the general partner will in each

individual case carefully examine whether it should make use of the authorization to use the

authorized share capital and in doing so exclude the subscription right of the shareholders. It

will exclude the subscription right of the shareholders only if the acquisition in exchange for

issuing shares in the Company is in the best interests of the Company and the shareholders.

The issue amount for the new shares would here be determined by the general partner with the

approval of the Supervisory Board in due consideration of the interests of the Company and its

Page 39: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

shareholders. There are currently no specific acquisition projects for the implementation of

which the share capital will be increased with the subscription right excluded.

Furthermore, alternative (iii) of the proposed resolution provides the authorization to exclude

subscription rights when issuing new shares in exchange for cash in accordance with Secs.

203 (1) and 186 (3) sentence 4 AktG if the shares of the Company are issued in exchange for

cash and the issue price per share is not significantly lower than the stock market price of

essentially similarly structured, already listed shares of the class in question at the time the

shares are issued. This authorization does not relate to the full amount of the authorized

capital, but only to a maximum of 10 percent of the share capital. The 10 percent limit of Sec.

186 (3) sentence 4 AktG may be used only once in total. This means that if and in so far as the

Company makes use during the term of this authorization of simultaneously existing

authorizations to exclude subscription rights in direct application or application mutatis

mutandis of Sec. 186 (3) sentence 4 AktG, for example in connection with the resale of

treasury shares, after the adoption by the annual shareholders’ meeting of the resolution on

item 6 of the agenda, the number of shares that can be issued in a capital increase from the

authorized capital while the subscription right is excluded in accordance with Sec. 186 (3)

sentence 4 AktG is reduced accordingly. This limit takes into account the need of the

shareholders to have their shareholding protected against dilution.

The law additionally allows an exclusion of subscription rights pursuant to Sec. 186 (3)

sentence 4 AktG only if the issue price is not significantly lower than the stock market price of

already listed shares with essentially the same structure. The general partner will – subject to

the approval of the Supervisory Board – keep the discount on the stock market price as low as

possible given the prevailing market conditions at the time of the placement. The discount will

in no event exceed 5 percent of the stock market price.

The general partner and the Supervisory Board consider the authorization to exclude

subscription rights in accordance with Sec. 186 (3) sentence 4 AktG to be necessary in order

to enable the Company to cover any capital requirements at short notice and in this way to

exploit market opportunities swiftly and flexibly. The exclusion of the subscription right allows

action to be taken very quickly without a more cost and time-intensive implementation of the

subscription right procedure and allows a placement close to the stock market price, i.e.

without the discount usual in subscription rights issues. The Company will additionally be able

Page 40: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

to attract new investors at home and abroad with capital increases of this kind. Issuing shares

at prices closely linked to the market price also protects the interests of the shareholders. For

they must not have to fear any appreciable deterioration in the price and can conduct

additional share purchases on the stock market at comparable prices that may be necessary

to maintain their shareholding ratio.

Finally, the subscription right is to be excluded in alternative (iv) if this is necessary in order to

grant holders or creditors of warrant and/or convertible bonds with option and/or conversion

rights and obligations that are issued by the Company or one of the companies in which it

holds a majority interest a right to subscribe to new shares in the extent to which they would be

entitled after exercising the option or conversion rights or after fulfilling option or conversion

obligations. To make it easier to place bonds on the capital market, the relevant conditions of

the warrant or convertible bond generally include a dilution protection. One possibility for

providing protection against dilution consists in granting the holders or creditors of the bonds a

right to subscribe to new shares in following share issues as shareholders are entitled to They

are thus treated as if they were already shareholders. In order to furnish the bonds with dilution

protection of this kind, the right of the shareholders to subscribe for these shares must be

excluded. This helps to facilitate the placement of the bonds and thus serves the interests of

the shareholders in the Company having an optimal financial structure. Alternatively, only the

option or conversion price could be reduced for the purposes of protecting against dilution if

this is permitted by the terms and conditions of the warrant or convertible bond. This would,

however, be more complicated and cost-intensive in terms of the processing for the Company.

In addition, it would reduce the capital inflow from the exercise of the option and conversion

rights or obligations. It would also be conceivable to issue bonds without dilution protection.

This would be significantly less attractive for the market, however.

A cumulative total ceiling of 20 percent of the share capital applies for the exclusion of

subscription rights in all of the alternatives proposed here – with the exception of the crossed

exclusion of subscription rights. The proportion of the share capital attributed in total to new

shares for which the subscription right is excluded on the basis of this authorization may not

exceed 20 percent of the share capital. Shares that are issued subject to the crossed exclusion

of subscription rights are exempted from this restriction to 20 percent of the share capital,

because in this case the shareholders do not experience a dilution in their equity interest in the

actual sense, but can maintain their existing proportionate voting rights and financial interests

Page 41: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

in the previous ratio (see above on this). The key factor for calculating the 20 percent limit is

the existing share capital at the time that the authorization comes into effect or is exercised, on

whichever of these dates the share capital is at its lowest. To be offset against this overall

ceiling are exclusions of subscription rights that the Company undertakes in other capital

measures during the term of this authorization. Thus the overall ceiling is reduced further by

the proportionate amount in the share capital that is attributed to treasury shares or to new

shares from other authorized capital or that relates to conversion or options rights or

obligations arising from options or bonds that have been sold or issued during the term of this

authorization subject to the exclusion of subscription rights. It is also to be seen as an

exclusion of subscription rights here if the sale or issue is conducted in direct application or in

application mutatis mutandis of Sec. 186 (3) sentence 4 AktG. The purpose of this limit is to

restrict the possible dilution effect to a share volume of 20 percent in total of the share capital to

the benefit of the shareholders.

We point out that, besides the new authorized capital proposed under item 6 of the agenda, the

Company no longer has any other authorized or contingent capital. The resolution of the

annual shareholders’ meeting of May 4, 2012 provides current authorization, expiring on May

3, 2017, to acquire treasury shares in the scope of up to 10 percent of the capital at the time of

the resolution; this authorization is to be cancelled in accordance with item 7 of the agenda and

replaced by a new authorization to acquire treasury shares in the scope of 10 percent of the

current share capital, the term of which will expire on April 26, 2021. Treasury shares acquired

on the basis of the authorization could be sold in the same extent subject to the exclusion of

the subscription right of the shareholders. Treasury shares sold subject to the exclusion of

subscription rights during the term of the authorization would be credited to the above capital

limit for subscription rights exclusions from the authorized capital.

The general partner and the Supervisory Board will in each individual case carefully examine

whether they should make use of the authorizations to increase the capital and in doing so

exclude the subscription right of the shareholders. Any utilization of this option will be made

only if in the opinion of the general partner and of the Supervisory Board this is in the best

interests of the Company and thus of its shareholders.

Page 42: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

The general partner shall report on the details of the utilization of the authorization at the

annual shareholders’ meeting that follows any issue of shares of the Company from authorized

capital subject to the exclusion of the subscription right.

Page 43: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

Written report of the general partner on item 7 of the agenda of the annual

shareholders’ meeting on the reasons for authorising the general partner to exclude

the sell option of the shareholders when acquiring treasury shares and the

subscription right of the shareholders when selling treasury shares

Sec. 71 (1) no. 8 of the German Companies Act offers the possibility of acquiring a total of up to

10 percent of the share capital on the basis of an authorization issued by the annual

shareholders’ meeting.

The annual shareholders’ meeting authorized the Company to acquire treasury shares up to

May 3, 2017 most recently on May 4, 2012. As the existing authorization has been partially

used, namely by the acquisition of 14,150 preferred treasury shares, this is to be cancelled

prematurely and the authorization to acquire treasury shares while using the new volume limit

is to be renewed once again with a time limit of five years in order to provide the Company with

the possibility also in the future of buying back treasury shares.

The proposed resolution envisages authorising the general partner to acquire treasury shares,

which may account for a maximum of 10 percent of the share capital existing at the time the

resolution is adopted or – if this value is lower – of the capital existing at the time the

authorization is exercised. The exercise of the acquisition authorization is tied to the approval

of the Supervisory Board. The acquisition has to be carried out here on the stock market, on

the basis of a public purchase offer or on the basis of a public solicitations for offers. The

principle of equal treatment under company law must be observed in each case.

The general partner shall not be required, however, to buy back ordinary and non-voting

preferred shares in the previous proportion of the share classes. Rather, the general partner is

to be granted the possibility of acquiring exclusively or predominantly shares of one or the

other class. It can make use of this possibility only when appropriate objective justification is

present. The acquisition of shares of only one class can be justified in particular in light of the

intended purpose of the shares to be bought back if, for example, only shares of one class are

required for a company takeover or if the intention is to conduct a targeted price stabilization

for a class through the targeted buyback of the relevant class. Purchase offers or solicitations

for offers are to be addressed in each case to all shareholders of a class.

Page 44: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

If the acquisition is conducted by means of a public purchase offer directed to all shareholders

of a class or by means of a public solicitation for offers, the volume of the offer or of the

solicitation can be restricted. This can result in the quantity of shares in the Company tendered

by the shareholders exceeding the quantity of shares requested by the Company. In this event,

an allocation must be carried out on a quota basis. It should here be possible in accordance

with c) to conduct a scaling down based on the proportion of the shares subscribed or tendered

(tender ratio) instead of in proportion to the number of shares held, because the acquisition

procedure is technically easier to process in an economically reasonable framework in this

way. Moreover, it should be possible to provide for a preferential acceptance of small lots of up

to 100 tendered shares per shareholder. This possibility serves to avoid fractional amounts

when calculating the quotas to be acquired and small residual amounts of shares and thus to

facilitate the technical processing of the share buyback. Any factual discrimination against

small shareholders can also be avoided in this way. Finally, it should be possible to provide for

rounding based on commercial principles in order to avoid mathematical fractions of shares. In

this respect, the acquisition quota and the number of shares to be acquired by individual

tendering shareholders can be rounded in such a way as is necessary in order to ensure the

acquisition of whole shares for technical processing purposes. The general partner and the

Supervisory Board therefore consider the exclusion contained herein of any more extensive

rights of the shareholders to sell to be objectively justified.

In the public solicitation for offers, the recipients of this solicitation can decide how many

shares they wish to offer the Company at what price (when a price range is defined).

The price offered in each case and the limit values of the purchase price range defined by the

Company per share of the same class and structure (excluding incidental acquisition costs)

may not be more than 10 percent higher or lower than the volume-weighted average of the

closing auction prices for shares of the same class and structure in Xetra trading (or on a

functionally comparable successor system replacing the Xetra system) on the Frankfurt Stock

Exchange on the last five stock exchange trading days before the date that the public

purchase offer or the public solicitation of offers is publicly announced.

If there are substantial fluctuations in the relevant price after a public purchase offer or a public

solicitation of offers has been published, the offer or the solicitation of offers can be amended.

Page 45: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

In this event, the volume-weighted average of the closing auction prices for shares of the same

class and structure in Xetra trading (or on a functionally comparable successor system

replacing the Xetra system) on the Frankfurt Stock Exchange during the last five stock

exchange trading days before the adjustment is publicly announced will be taken as the basis.

The purchase offer or the solicitation of offers can stipulate further terms and conditions.

The general partner is further to be authorized to use the treasury shares acquired on the basis

of the authorization for all purposes permitted by law and especially the purposes expressly

listed below.

The proposed option for selling treasury shares serves the purpose of simplified fundraising. In

accordance with Sec. 71 (1) no. 8 sentence 5, the annual shareholders’ meeting can also

authorize the Company to conduct the disposal in a different form than through the stock

market or on the basis of an offer to all shareholders.

The treasury shares purchased on the basis of this authorization resolution can be redeemed

by the Company in accordance with alternative (i) without this requiring a new resolution of the

annual shareholders’ meeting. In accordance with Sec. 237 (3) no. 3 of the AktG, the annual

shareholders’ meeting of a company can resolve to redeem its fully paid-up no-par shares

without this requiring a reduction in the share capital of the Company. The authorization

proposed here expressly provides for this alternative in addition to the redemption

accompanied by a reduction in capital. A redemption of the treasury shares without a reduction

in capital automatically increases the imputed share of the other no-par shares in the share

capital of the Company. The general partner should therefore also be authorized to carry out

the amendment that becomes necessary to the articles of association in respect of the number

of no-par shares that changes as a result of a redemption.

In alternative (ii), the precondition for an exclusion of subscription rights is that the treasury

shares are sold in accordance with Sec. 186 (3) sentence 4 AktG at a price that is not

significantly lower at the time of the sale than the stock market price of the shares of the same

class of the Company that are structured in essentially the same way and are already listed.

This kind of exclusion of subscription rights is possible in law and common in practice. The

principle of protecting shareholders against dilution of their shares is taken into account

through the fact that the shares may only be sold only at a price that is not significantly lower

Page 46: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

than the relevant stock market price. The final determination of the sales price for the treasury

shares is made shortly before they are sold. The general partner will – subject to the approval

of the Supervisory Board – keep the discount on the stock market price as low as possible

given the prevailing market conditions at the time of the placement. The discount will in no

event exceed 5 percent of the market price. The option of selling treasury shares subject to an

exclusion of subscription rights and in another form than through the stock market or through

an offer to all shareholders is in the interests of the Company in light of the strong competition

on the capital markets. The opportunity thus opens up for the Company to offer treasury

shares quickly and flexibly to national and international investors, to expand the circle of

shareholders and to stabilize the value of the share. The financial interests of the shareholders

are suitably protected with the sale at a purchase price that is not significantly lower than the

stock market price and with the limitation of the proportion of treasury shares to a maximum of

10 percent in total of the share capital.

In accordance with alternative (iii), the Company additionally has the option of having available

treasury that it can offer as consideration when acquiring payments in kind, especially in the

context of company mergers, when acquiring companies or equity interests therein or when

acquiring other assets or claims to the acquisition of other assets, including receivables. The

authorization proposed here aims to provide the Company with the necessary flexibility to be

able to take advantage quickly and flexibly of opportunities that arise for acquiring companies

or equity interests therein or other assets. The proposed exclusion of subscription rights takes

this into account. When determining the valuation ratios, the general partner will ensure that

the interests of the shareholders are adequately safeguarded. It will use the stock market price

of the shares of the Company as the basis especially when measuring the value of the treasury

shares granted as consideration. A systematic coupling of the valuation to a stock market price

is not provided for here, however, in order to prevent any fluctuations in the stock market price

from jeopardising the results of negotiations once they have been reached.

The exclusion of subscription rights in alternative (iv) further enables the Company to offer

treasury shares of the Company for sale to employees and/or members of the Executive Board

of Drägerwerk AG & Co. KGaA (i.e. members of the Executive Board of the general partner in

its capacity as the management body of the Company) or of a company affiliated with it. As a

result, shares can be used as a remuneration component for employees and/or members of

Page 47: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

the Executive Board of the Company and/or of a company affiliated with it, the equity interest

of employees and/or members of the Executive Board in the share capital of the Company can

be encouraged and thus the identification of the employees and the or members of the

Executive Board with the Company can be strengthened in the interests of the Company and

of its shareholders. In this connection, suitable vesting periods for the sale of the shares can

be granted. If members of the Executive Board of the general partner are given preferential

treatment, the selection of the beneficiaries and the determination of the scope of the shares to

be granted to them is additionally the responsibility of the Supervisory Board of the general

partner.

Finally, the general partner is to be authorized in alternative (v) to use treasury shares acquired

on the basis of the proposed authorization to service subscription and conversion rights that

are created on account of the exercise or fulfillment of option or conversion rights and

obligations arising from options and/or convertible bonds that are issued by the Company or

one of the companies in which it holds a majority interest. No new authorization for granting

further conversion or option rights is created by the proposed resolution. It serves only the

purpose of granting the administration the possibility of servicing conversion or option rights

that are issued on the basis of other authorizations or option exercise or conversion obligations

established on the basis of other authorizations by using treasury shares instead of making

claims on the contingent capital if this is in the interests of the Company in the individual

company. There are currently not yet any option and conversion rights and obligations that

come into consideration for servicing by treasury shares on the basis of the proposed

authorization.

The right of the shareholders to subscribe for treasury shares that have been acquired is

excluded in so far as these shares are used in accordance with item 7 d) (ii) to (v) of the

agenda in a way other than by sale through the stock market or by offer to all the shareholders.

Moreover, it should be possible to exclude the right of shareholders to subscribe for fractional

amounts in the event that the treasury shares are sold through an offer made to all

shareholders. The exclusion of the subscription right for fractional amounts is necessary in

order to enable the technical implementation of the issue of acquired treasury shares by way of

an offer to all shareholders. The treasury shares excluded from the subscription right of the

Page 48: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

shareholders as unassigned fractions will be realized either by being sold on the stock

exchange or otherwise in the best possible way for the Company.

The use of treasury shares subject to the exclusion of subscription rights comes into

consideration only in so far as the proportionate amount in the share capital of the treasury

shares used in this way, while offsetting the shares issued from authorized capital during the

term of this authorization subject to the exclusion of subscription rights as well as the new

shares to be issued on account of convertible and/or warrant bonds or participation rights

issued during the term of this authorization subject to the exclusion of subscription rights does

not exceed in total 20 percent of the share capital, where the key factor is either the share

capital available at the time the authorization comes into effect or the share capital available at

the time the treasury shares are sold, depending on at which of these times the amount of

share capital is lowest. As a result, it is ensured in the interests of the shareholders that the

possibility of using treasury shares subject to the exclusion of subscription rights is also limited

to a share volume of in total 20 percent of the share capital when all other authorizations are

taken into account.

We point out that, in addition to the authorization proposed under item 7 of the agenda of the

annual shareholders’ meeting to acquire and to use treasury shares, the administration is

proposing the adoption of the resolution under item 6 of the agenda on new authorized capital

of up to EUR 11,366,400.00, with which the existing authorized capital expiring on May 5, 2016

is to be replaced. The authorization to exclude the subscription right in capital increases from

the authorized capital is limited to a total of 20 percent of the share capital. New shares issued

from the authorized capital subject to the exclusion of subscription rights during the term of the

authorization would be credited to the capital limit explained above for treasury shares used

subject to the exclusion of the subscription right.

When making the decision on the use of the treasury shares, the general partner and the

Supervisory Board shall be guided only the best interests of the shareholders and of the

Company.

All measures of the general partner on the basis of the authorizations of the annual

shareholders’ meeting in accordance with the resolution on item 7 a) to e) of the agenda of the

Page 49: annual shareholders’ meeting - Draeger · annual shareholders’ meeting. ISIN DE0005550602 and ISIN DE0005550636 Drägerwerk AG & Co. KGaA ... to be held at 10.00 am on Wednesday,

annual shareholders’ meeting, i.e. the use of the authorizations both to acquire and to use

treasury shares, may be undertaken only with the approval of the Supervisory Board.

The general partner will provide information on any utilization of the above authorizations to

the annual shareholders’ meeting following the utilization.

Lübeck, Germany, March 2016

Drägerwerk AG & Co. KGaA

The general partner

Drägerwerk Verwaltungs AG The Executive Board