Shareholder Rights

Shareholders of a joint stock company are entitled to property rights and management rights. These rights are regulated in greater detail in the German Stock Corporation Act and the Articles of Association of K+S Aktiengesellschaft. Property rights result from shares in the Company's assets. They include the right to dividends and subscription rights.

The management rights include in particular the right to demand and to be given information, control rights, the voting and participation right as well as the authority to challenge resolutions adopted by the Annual General Meeting. Examples of some of these shareholder rights, which do not claim to be complete, are discussed in more detail below:

Right of the shareholder to demand information

In order to assess his capital investment and to exercise his rights of co-management, the shareholder requires information about the Company. Therefore, the shareholder has the right to demand information about matters concerning the Company, and in particular legal and business issues. At the Annual General Meeting, each shareholder has the right to query the Board of Executive Directors. The questions have to relate to matters concerning the Company and have to be necessary for an objective assessment of a topic raised on the agenda. The right to demand information also extends to legal and commercial relationships of the Company to affiliated companies.

Under certain circumstances, the Board of Executive Directors has the right to refuse to give information. This applies e.g., if

  • the provision of information could be disadvantageous to the Company,
  • the Board of Executive Directors would make itself liable to prosecution by providing the information,
  • the information was available on the website of the Company seven days before and during the Annual General Meeting.

If the information is refused, the shareholder can demand that this fact be recorded in the minutes and may enforce the information in court. Furthermore, if information is refused, the shareholder may have the right to appeal against the relevant resolution of the Annual General Meeting. The Stock Corporation Act does not permit the shareholders to inspect the books and documents of the Company; however, certain written information on the Company is published by means of publications in media, e.g. on the Internet page, in the Commercial Register and in the electronic Federal Gazette (Bundesanzeiger). Further information rights include the right to demand information concerning the equity interests held in public companies as well as the right to information on the organisation of the corporate management.

Counterproposals of shareholders' representatives on the Supervisory Board

Proposals by shareholders regarding other persons for election to the Supervisory Board of the Company have to be submitted by the shareholder at the latest two weeks before the date of the Annual General Meeting. The nomination proposal need not be justified, but must include the name, profession exercised, residential address and membership in other supervisory boards and should furthermore specify mandates of the proposed person on bodies and comparable supervisory bodies in Germany and abroad. If a shareholder has made a proposal regarding the election of Supervisory Board members and applies for the election of his nominee at the Annual General Meeting, a resolution shall be passed concerning his application before the proposal of the Supervisory Board if this is demanded by a minority of the shareholders, whose shares total together 10% of the share capital represented on the AGM.

Minority rights

For the protection of disadvantages resulting from the majority shareholder, the stock corporation law grants a certain group of shareholders so-called minority rights. The exercise of minority rights is linked, in individual cases, to the holding of a certain proportion of the share capital and/or a fixed nominal amount. The minority rights extend primarily to the right to call the Annual General Meeting, which must be addressed in writing to the Board of Executive Directors, specifying the purpose of and reasons for the meeting being called (shareholders, whose shares together make up 5% of the share capital or an amount corresponding to € 500,000), the appointment of special auditors (shareholders, whose shares make up 1% of the share capital or an amount corresponding to € 100,000) and the right to assert claims for compensation of the Company on their own behalf (shareholders with 1% of the issued shares or an amount corresponding to € 100,000).