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Hella GmbH & Co. KGaA - AGM 27 September 2019

General: Hella is a leading automotive supplier with over 125 locations in some 35 countries. In financial year 2018/2019, the Company generated sales of EUR 7.0bn with around 39,000 employees. Hella specialises in innovative lighting systems and vehicle electronics in its segments Automotive and Aftermarket. Furthermore, in its Special Applications segment, Hella develops, manufactures and sells lighting and electronic products for specialist vehicles.

As of 31 May 2019, a total of 60.00% of the Company's shares were covered by a pool agreement of family shareholders. A total of 62 members of the Hueck and Röpke families, as well as two legal entities, form part of this share-pooling agreement. The agreement, which can be terminated ordinarily only after 31 May 2024 at the earliest, stipulates, among other things, that any exercise of the voting rights conferred by the pooled shares is subject to a vote in a meeting of the pool members to be held prior to the AGM. Without the consent of the other pool members, pooled shares may be transferred only to descendants of Eduard Hueck sen., Richard Hueck sen. or Dr. Wilhelm Röpke or their respective spouses.

In financial year 2018/2019, as part of a strategic realignment of its aftermarket business, Hella successfully concluded the sale of its wholesale distribution business. The transaction led to a disposal gain of EUR 255m and a net cash inflow of EUR 332m.

Item 1: Unlike at German stock corporations, shareholders of a KGaA are legally required to vote on the annual accounts. We have no concerns and recommend shareholders to approve the Company's annual accounts.

Item 2: To reflect the successful sale of the Company's wholesale distribution business in financial year 2018/2019 and the strong balance sheet development in recent years, the Boards are proposing an unchanged dividend of EUR 1.05 per share plus a one-time special dividend of EUR 2.30 per share which we consider acceptable.

Item 5: We recommend to oppose the discharge of the Shareholder Committee due to the fact that since the Company's IPO in 2014 the remuneration system for the Managing Directors has not yet been put to shareholder approval.

Items 7a, 7b, 7c, 7e, 7g and 7h: We recommend to oppose the (re-)election of multiple candidates to the Shareholder Committee due to our concerns over the insufficient independent representation on the Committee or concerns over aggregate time commitments.

Items 8a, 8b, 8c, 8e, 8f, 8g and 8h: We recommend to oppose the (re-)election of multiple candidates to the Supervisory Board due to our concerns over the insufficient independent representation on the Board.

Item 9: We recommend to oppose the proposed increase of the remuneration of the Shareholder Committee which we consider inappropriate.

Item 10: We recommend to oppose the proposed increase of the remuneration of the Supervisory Board which we consider inappropriate.

Item 11: We recommend to oppose the creation of a new Authorised Capital 2019/I as the total shares issued while disapplying preemptive rights under the proposed authorisation exceeds our guidelines.

Henkel KGaA Pfd.

Henkel business comprised of Laundry & Home Care, Beauty Care, and Adhesive Technologies. Co.'s Laundry & Home Care business unit include laundry and home care Branded Consumer Goods business. The Laundry Care business includes heavy-duty and specialty detergents, fabric softeners, laundry performance enhancers, and other fabric care products. Co.'s Beauty Care business unit is active in the Branded Consumer Goods business with Hair Cosmetics, Body Care, Skin Care, Oral Care, and professional Hair Salon business. Co.'s Adhesive Technologies business unit provides solutions with adhesives, sealants and functional coatings in two business areas: Industry; and Consumer, Craftsmen and Building.


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