MAN SE

 

FAQ on the
Annual General Meeting 2011

When and where is the 2011 Annual General Meeting taking place?
The 2011 Annual General Meeting of MAN SE will take place on Monday, June 27, 2011, beginning at 10:00 a.m. at the ICM (Munich International Congress Center) on the trade fair grounds (Messegelände) at Am Messesee 6, 81829 Munich.

If necessary, the Annual General Meeting will be continued on Tuesday, June 28, 2011, beginning at 10:00 a.m. at the same place.

How can I find out whether the Annual General Meeting will be continued on the second day?
As soon as it is determined on the first day of the Annual General Meeting whether the Annual General Meeting will end on Monday, June 27, 2011, or whether it will continue on Tuesday, June 28, 2011, we will publish a notice to this effect on our website at www.man.eu/AGM. You will also be able to obtain information from this point onward from an automatic recorded message free of charge by phoning 00800 1758 2011.* Rates for calls from cellular telephones or from abroad may vary.

*(Only possible for calls from the following countries: the Benelux countries, Germany, France, UK, Austria, Sweden, and Switzerland)

When will the agenda be published?
The Invitation to the Annual General Meeting was published on May 19, 2011, in the elektronischer Bundesanzeiger (electronic Federal Gazette). The Invitation is also available on our website on the day it is published in the electronic Federal Gazette.

How do shareholders obtain an entrance ticket for the Annual General Meeting?
All shareholders will receive a reply form from the custodian banks with the Invitation to the Annual General Meeting which they can then use to request an entrance ticket for themselves or a representative (if the custodian bank offers this option) or to authorize their bank to represent their voting rights.

How can shareholders participate in the Annual General Meeting?
Only common shares carry participation and voting rights. As defined by the Articles of Association, preferred shares carry attendance rights but no voting rights.

Participation at the Annual General Meeting and exercise of voting rights, if applicable, requires shareholders to have registered with us by the end (midnight / 24:00 hours) of June 20, 2011 at the latest and to have supplied us with proof of their ownership of Company shares.

Proof of ownership must indicate that shares were in possession by the beginning (midnight / 00:00 hours) of June 6, 2011 and be sent to us at the following address:

MAN SE
c/o Computershare HV-Services AG
Prannerstraße 8
80333 Munich
Fax: +49 (0) 89 30903-74675
E-mail: anmeldestelle@computershare.de  

Shareholders who will be attending the Annual General Meeting or having their voting rights exercised by proxy are asked to contact their custodian bank and request their entrance tickets for attending the Annual General Meeting as early as possible. In such cases, registration and proof of share ownership will be sent to us by the respective custodian bank. Shareholders who have requested an entrance ticket to attend the Annual General Meeting from their custodian bank in good time do not need to take any further action.

Can I sell my shares after registering for the Annual General Meeting?
You may freely dispose of your shares, even after registering. Changes to the number of MAN shares that you hold after June 6, 2011 (midnight / 00:00 hours) are not taken into account in eligibility to participate in the Annual General Meeting. However, dividends are awarded only for shares held at the end of the first day of the Annual General Meeting.

I have not received an invitation to the Annual General Meeting. What do I do?
For bearer shares, the Invitation to the Annual General Meeting will be sent via the custodian banks. If you have not received the Invitation by June 14, 2011, please contact your custodian bank.

Can a shareholder exercise his/her voting right without attending the Annual General Meeting himself/herself?
If you do not wish to attend the Annual General Meeting yourself (and have not authorized a third party to attend the Annual General Meeting in person), we offer the option of Company-designated proxies. The proxies must vote as you instruct.

You can authorize these proxies in writing or over the Internet. Details can be found in the information guide.

It is also possible to confer authority upon a bank or a shareholders’ association to represent your voting rights. However, you should make sure that the bank or shareholders’ association concerned agrees to represent your voting rights.

Can shareholders also transfer their voting rights during the Annual General Meeting?
Shareholders who leave the Annual General Meeting before it ends, for example, but wish for their voting rights to be represented further, can transfer their voting rights to another meeting participant or have them represented by the proxies appointed by MAN SE. Until the chair of the meeting announces the end of the general debate, you can confer authority upon the proxies and issue them with instructions at the counters for this purpose in the entry/exit area.

Will the Annual General Meeting be broadcast on the Internet?
All shareholders and the interested public can follow the entire Annual General Meeting live on the Internet on June 27, 2011, and — if it continues the next day — on June 28, 2011, in each case from 10:00 a.m., on the order of the chair of the meeting.

Recordings of the opening of the Annual General Meeting by the chair and the CEO’s speech will also be available on our website after the Annual General Meeting.

Where can shareholders consult countermotions?
Motions from shareholders regarding the Annual General Meeting agenda that are to be published in accordance with German stock corporation law can be consulted on our website.

When will the dividend be paid?
Subject to approval by the Annual General Meeting, a dividend in the amount of €2.00 per share is to be paid out on Wednesday, June 29, 2011. The shares held at the end of the first day of the Annual General Meeting are the shares that carry dividend rights in each case. MAN SE shares will be traded ex-dividend on the day following the first day of the Annual General Meeting.