EUR 1000.00 For Business Accounts Only

Sartorius - AGM 26 June 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the
German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical
presence of shareholders or their authorised proxies is not possible. The voting rights
may therefore be exercised solely by postal vote or by granting authority to the proxies
designated by the Company.
Item 2: Management and Supervisory Board are proposing a dividend of EUR 0.35 per
ordinary share (decreased by 42.62% from EUR 0.61) and of EUR 0.36 per non-voting
preference share (decreased by 41.94% from EUR 0.62) which corresponds to a payout
ratio of 15.28% per ordinary share (EPS: EUR 2.29). On 13 May 2020, the Management
Board and the Supervisory Board resolved to amend their initial proposal on the
appropriation of net profits of the financial year 2019 in light of the ongoing pandemic
crisis. The initial proposal provided for the payment of a dividend of EUR 0.70 per
ordinary share and of EUR 0.71 per non-voting preference share. In view of the recent
events relating to COVID-19, ECGS is in favour of postponing decisions on the dividend,
reductions or suspensions that would allow companies to avoid liquidity risks or not
generate risk for their survival. The dividend is covered by earnings and free cash flow
and can thus be provided by the Company. We recommend support.
Item 4: We raise our concerns over the grant of a supplementary compensation
component to CEO Dr. Joachim Kreuzburg. In connection with his reappointment for a
further term of office he was granted restricted shares in the Company in the total
amount of EUR 5.0m. In line with our guidelines we would in principle recommend
opposing the discharge of the Chairman of the Supervisory Board's Executive Task
Committee, Dr. Lothar Kappich. However, as the discharge is proposed in a bundled
resolution we recommend shareholders to oppose the discharge of the Supervisory
Board as a whole.
Item 5: The Management Board and the Supervisory Board propose to amend various
Articles of the Company's Articles of Association in a bundled resolution which is not
considered as best practice by ECGS. A justification for the proposed changes is not
provided by the Company. While most of the amendments are not considered to
negatively affect shareholders, one of the proposed changes relates to a possible
participation of Supervisory Board members in the AGM by means of video and audio
transmission in certain exceptional cases. As the proposed cases for an attendance by
means of video and audio transmission are deemed to be too extensive and unjustified,
we recommend opposition.