According to German law, the bodies of a joint stock company are composed as

follows:

 

 

The shareholders employ their rights at the Annual General Meeting and exercise their voting rights at it. The right to vote gives the shareholder the right to participate in resolutions of the Annual General Meeting.

 

Basically, each share carries the same voting right: "one share, one vote". Shareholders who are unable to participate in the Annual General Meeting or who leave the Annual General Meeting before voting commences can have their voting rights exercised by an authorized representative of their choice or by a proxy of the Company in accordance with the instructions issued to that proxy.

 

The Board of Executive Directors of K+S AG presents the annual financial statements and the consolidated financial statements to the Annual General Meeting.

The Annual General Meeting decides on the appropriation of profits and on the

discharging of duties by the Board of Executive Directors and the Supervisory Board, elects the shareholder representatives on the Supervisory Board and appoints the auditors. The Annual General Meeting also adopts resolutions on amendments to the Articles of Association and on capital-influencing measures. The ordinary Annual General Meeting of K+S AG is held annually, within the first eight months of the

following financial year.