660200 GEA Group AG

Etude de l'AG du 20/04/2017

Item 5: KPMG, Berlin, is proposed as auditor for the current financial year. KPMG has audited the Company since the financial year 2011. Ratio of non-audit/audit fees was 71.40% during the year under review and 64.70% over a three-year aggregate period which exceeds our guidelines. We therefore recommend opposing the proposal.

Item 6: The Company shall be authorised until 19 April 2022 to increase the share capital by up to EUR 77m (~15% of the share capital) by issuing shares against contributions in cash. The total shares issued while disapplying preemptive rights under the proposed authorisation may reach up to 15% of the share capital which exceeds our guidelines according to which we accept a maximum potential dilution of 10%. We recommend opposition.

23 pages

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Industrial Goods & Services - Germany

GEA Group AG is a German-based management holding company of the GEA Group which provides systems for food and energy processes. It operates five segments: GEA Food Solutions; GEA Farm Technologies; GEA Mechanical Equipment; GEA Process Engineering, and GEA Refrigeration Technologies. The GEA Food Solutions segment involves activities that feature standardized and customer-specific equipment. The GEA Food Services segment manufactures machines for the preparation, marinating, processing, slicing and packaging of meat, among others. The GEA Farm Technologies segment manufactures milking equipment, and animal hygiene products, among others. The GEA Mechanical Equipment segment offers valves, pumps and separators, among others. The GEA Process Engineering segment offers process solutions for dairy, brewery, food, pharmaceutical and chemical industries. The GEA Refrigeration Technologies offers industrial refrigeration systems. The Company operates CMT SpA as a wholly owned subsidiary.

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