660200 GEA Group AG

Proxy Report - 19/04/2018

Item 3: We recommend to oppose the discharge of the Management Board due to our concerns triggered by the two profit warnings issued by the Company in financial years 2017 and 2016.

Item 6: We recommend opposing the share repurchase authorisation requested by the Company as we consider it currently not being in shareholders' interest.

General: On 18 March 2018, the Company disclosed that CEO Jürg Oleas had informed the Supervisory Board that he is not seeking to extend his term of office beyond 31 December 2019 and had suggested to leave the Management Board at the AGM 2019 "in order to allow a swift change in leadership". According to the Company, the Supervisory Board will commence a formal selection process for a successor without delay, with the intention to appoint him or her by the end of 2018.

25 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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