Dear shareholders, we herewith invite you to the Annual General Meeting of Klöckner & Co Aktiengesellschaft, to be held on Friday, 20 June 2008, 10.30 hours in the Congress Center Düsseldorf (CCD Ost), Messe Düsseldorf, Stockumer Kirchstraße 61, 40474 Düsseldorf.
Agenda
1. Submission of the approved annual financial statement, the approved con-solidated financial statement as well as the management reports of Klöckner & Co AG and the Group for the business year 2007, the report of the Supervisory Board and the explanatory report of the Management Board on the information pursuant to sections 289 para. 4, 315 para. 4 of the German Commercial Code (Handelsgesetzbuch)
2. Resolution on the use of the balance sheet profit of the business year 2007
3. Resolution on the discharge of the members of the Management Board for the business year 2007
4. Resolution on the discharge of the members of the Supervisory Board for the business year 2007
5. Election to the Supervisory Board
6. Resolution on the appointment of the auditor for the annual financial statement and consolidated annual financial statement for the business year 2008
7. Conversion of Klöckner & Co Aktiengesellschaft into a European Company (Societas Europaea, SE); appointment of members to the first Supervisory Board of the SE; appointment of the auditor for the first business year of the SE
8. Approval of the profit and loss transfer agreement entered into with Klöck-ner & Co Verwaltung GmbH
9. Resolution on the authority to acquire own shares
10. Authority to issue options and/or convertible bonds
11. Creation of conditional capital 2008
Conditions for the participation in the General Meeting and the exercise of voting rights as well as information on the shareholder’s rights
Participation in the General Meeting
At the time of the convocation of this General Meeting, the company’s share capital in the amount of EUR 116,250,000 is divided into 46,500,000 non-par value shares, each carrying voting rights.
Those shareholders are entitled to participate at the General Meeting and to exercise their voting right who have registered with the company at the address below
Klöckner & Co Aktiengesellschaft
Aktionärsservice
Postfach 94 60 03
69946 Mannheim
Fax: +49 (0) 180 500 1853 (0,12 Euro/Min.)
in writing or by fax by no later than the close of 13 June 2008 (24.00 CEST) and who are listed in the company’s shareholders’ register upon receipt of their application by the company. Forms for written applications are attached to the invitation documents sent to all shareholders listed in the shareholders’ register.
Shareholders who do not wish to attend the General Meeting in person may have their voting rights exercised by proxies, e.g. by a credit institution or an association of shareholders. Even in this case, registrations must be submitted on time.
If neither a credit institution nor an association of shareholders is authorised, the power of authority is to be issued in writing or by fax.
During the preparation of the General Meeting, for practical reasons, no changes can be made to the entries in the shareholders’ register, i.e. acquirers of shares whose applications for changes of registration are received by the company after 13 June 2008 will therefore actually be unable to exercise the entitlements to participate at the General Meeting and the voting rights of these shares. In such cases, the shareholders still listed in the shareholders’ register will remain entitled to participate at the General Meeting and to exercise their voting rights until the change of registration has been made. All acquirers of shares in the company not yet entered in the shareholders’ register are therefore requested to apply for a change of registration as soon as possible.
Voting by Proxy
We offer our shareholders the opportunity to authorise a company-nominated, non-discretionary proxy before the General Meeting. Where company-nominated proxies are authorised, they must be instructed on how to exercise their voting rights. Without such instructions, their authority is invalid. Proxies are obliged to vote in accordance with these instructions. In the event of a vote with respect to which no explicit instructions have been given, they will abstain from voting.
Power of authority and instructions can be issued under the following address by 13 June 2008 (24.00 CEST) in writing or by fax:
Klöckner & Co Aktiengesellschaft
Aktionärsservice
Postfach 94 60 03
69946 Mannheim
Fax: +49 (0) 180 500 1853 (0,12 Euro/Min.)
Our shareholders will receive more details on the authority and instructions with the application forms. This information is also available on the Internet at www.kloeckner.de/en/investor-relations/annual-meeting.html. Please note that proxies of the company are unable to accept any authority or mandate for the exercise of the right to speak and ask questions at the General meeting, the tabling of motions and the filing of objections against shareholders’ resolutions and that proxies will always abstain from voting in the event of a vote with respect to which no explicit instructions have been given.
Motions and election nominations
Motions and election nominations by shareholders on one or more items on the agenda should only be sent to:
Klöckner & Co Aktiengesellschaft
Zentralbereich Recht
Am Silberpalais 1
47057 Duisburg
Fax: +49 (0) 203 307 5050
All motions of shareholders to be made available in accordance with sections 126 and 127 of the German Stock Corporation Act shall be published without undue delay, together with any comments of the administration, in the internet under www.kloeckner.de/en/investor-relations/annual-meeting.html.
Documents
Shareholders who wish to receive copies of any or all of the documents mentioned in this invitation to the General Meeting are requested to contact
Klöckner & Co Aktiengesellschaft
Zentralbereich Recht
Am Silberpalais 1
47057 Duisburg
Fax: +49 (0) 203 307 5050
The complete wording of the invitation including proposals for the resolutions is published in the Electronic Federal Gazette (elektronischer Bundesanzeiger) dated May 8, 2008. The invitation will also be sent to all shareholders and interested parties are given the opportunity to request the latter directly from the Company or from the paying agent Deutsche Bank AG Frankfurt free of charge.
Duisburg, May 2008
Klöckner & Co AktiengesellschaftThe Management Board
more