| SENVION S.A. Société anonyme Siège social: 46A, Avenue J.F. Kennedy, L-1855 Luxembourg R.C.S. Luxembourg: B 186599 Revised Agenda for the Annual General Meeting of Senvion S.A. On 9 May 2017, CCP II Acquisition Luxco S.à r.l. and CCP III Acquisition Luxco S.à r.l. (the Proposing Shareholders) being shareholders representing more than 5% of the Company's share capital, in accordance with article 4(1) of the Luxembourg law on the exercise of certain shareholder rights at general meetings of listed companies dated 24 May 2011 (the Shareholder Rights Law), requested the Company to add a new item (14) to the agenda of the annual general meeting of the Company, to be held on 31 May 2017, at 10:00 a.m. (Central European Summer Time, CEST) at the European Convention Center, 1 Rue du Fort Thüngen, L-1499 Luxembourg, which was convened by notice dated 28 April 2017 (the AGM). Consequently, the Company hereby publishes, on the Company's website, the Recueil Electronique des Sociétés et Associations, the Luxembourg Tageblatt and the German Bundesanzeiger, the full updated agenda for the AGM, including the new item 14 and the proposed resolution in relation to such new agenda item, in accordance with article 4 (4) of the Shareholder Rights Law: REVISED AGENDA AND PROPOSED RESOLUTIONS FOR THE MEETING | 1. | Presentation of the management report regarding the stand-alone annual accounts of the Company and the consolidated financial statements for the financial year ended 31 December 2016. | | 2. | Presentation of the report of the supervisory board regarding the stand-alone annual accounts and the consolidated financial statements of the Company for the financial year ended 31 December 2016. | | 3. | Presentation of the reports of the independent auditor (cabinet de révision agréé) of the Company regarding the stand-alone annual accounts and the consolidated financial statements of the Company for the financial year ended 31 December 2016. | | 4. | Approval of the stand-alone annual accounts of the Company for the financial year ended 31 December 2016. The Management Board proposes that the stand-alone annual accounts of the Company for the financial year ended 31 December 2016 be approved by the Meeting. | | 5. | Acknowledgement of the loss of the Company made with respect to the financial year ended 31 December 2016 and resolution concerning the allocation of the results of the Company for the financial year ended 31 December 2016. The Management Board proposes that the Meeting acknowledges that the Company made a loss after tax (adjusted) with respect to the financial year ended on 31 December 2016 in an aggregate amount of EUR 8,977,408.33 and that the Meeting resolves to carry forward the loss to the next financial year. | | 6. | Approval of the consolidated financial statements of the Company for the financial year ended 31 December 2016. The Management Board proposes that the consolidated financial statements of the Company for the financial year ended 31 December 2016 be approved by the Meeting. | | 7. | Discharge (quitus) to each of the present and past members of the Management Board of the Company, consisting of Christoph Seyfarth, Jürgen Geißinger and Kumar Manav Sharma, for the performance of their duties as members of the Management Board for, and in connection with, the financial year ended 31 December 2016. The Management Board proposes that the Meeting resolves the discharge of each of the members of the Management Board of the Company for the performance of their duties as members of the Management Board for, and in connection with, the financial year ended 31 December 2016. | | 8. | Discharge (quitus) to each of the members of the supervisory board of the Company, consisting of Amol Jain, Todd Morgan, Steven Silver, Matthias Schubert, Martin Skiba, Stefan Kowski and Deepak Mishra for the performance of their duties as members of the supervisory board of the Company for, and in connection with, the financial year ended 31 December 2016. The Management Board proposes that the Meeting resolves the discharge of each of the members of the supervisory board of the Company for the performance of their duties as members of the supervisory board for, and in connection with, the financial year ended 31 December 2016. | | 9. | Confirmation and appointment of Ben Langworthy as member of the supervisory board of the Company, and renewal of the mandate of Deepak Mishra as member of the supervisory board of the Company, each for a term of office ending after the annual general meeting of the shareholders of the Company held in 2022. The Management Board proposes that the Meeting (i) confirms the appointment by co-optation of Ben Langworthy as member of the supervisory board of the Company with effect as of 22 February 2017, (ii) appoints Ben Langworthy as member of the supervisory board of the Company for a term of office ending after the annual general meeting of the shareholders of the Company held in 2022, and (iii) approves the renewal of the mandate of Deepak Mishra as member of the supervisory board of the Company for a term of office ending after the annual general meeting of the shareholders of the Company held in 2022. | | 10. | Acknowledgement of the resignation of Stefan Kowski from his mandate as member of the supervisory board of the Company with effect as of 31 May 2017, immediately after the annual general meeting of the Company. The Management Board proposes that the Meeting acknowledges the resignation of Stefan Kowski from his mandate as member of the supervisory board of the Company with effect as of 31 May 2017, immediately after the annual general meeting of the Company. The Management Board further proposes that the Meeting acknowledges and confirms that the remaining members of the supervisory board of the Company shall be entitled to fill in such vacancy on a temporary basis and for a period not exceeding Stefan Kowski's initial mandate, until the next general meeting of shareholders, which shall resolve on a permanent appointment, in accordance with article 60bis-14 of the Luxembourg companies act dated 10 August 1915, as amended and article 27.1 of the articles of association of the Company. | | 11. | Renewal of the mandate of the independent auditor (cabinet de révision agréé) of the Company, Ernst & Young S.A., in relation to the stand-alone annual accounts and the consolidated financial statements for the financial year ending on 31 December 2017. The Management Board proposes that the mandate of Ernst & Young S.A., as independent auditor (cabinet de révision agréé) of the Company in relation to the stand-alone annual accounts and the consolidated financial statements be renewed by the Meeting for a term which will expire at the end of the annual general meeting of the shareholders of the Company called to approve the stand-alone annual accounts and the consolidated financial statements for the financial year ending on 31 December 2017. | | 12. | Extension of the floor of the share buy-back programme in order to extend the price range from its current range between EUR 10 and EUR 35 per share, to a price range between EU 0.01 and EUR 35 per share The Management Board proposes that the Meeting resolves the extension of the floor of the share buy-back programme of the Company, in order to the extend the price range for share buy-backs from its current range set between EUR 10 and EUR 35 per share, to a new price range set between EUR 0.01 and EUR 35 per share. | | 13. | Amendment of the articles of association of the Company The Management Board proposes that the Meeting resolves to amend article 9.2 of the articles of association of the Company, in order to allow a more flexible determination of the date for the annual general meeting of the shareholders of the Company, as follows: | '9.2 | The annual General Meeting shall be held, in accordance with Luxembourg law, in the Grand Duchy of Luxembourg at the address of the registered office of the Company or at such other place in the Grand Duchy of Luxembourg, specified in the convening notice of the meeting. Other General Meetings may be held at such a place as specified in the respective convening notices of the meeting.' | | | 14. | Update the compensation of the members of the supervisory board of the Company with effect as of 31 May 2017 The Proposing Shareholders propose that the Meeting resolves that: | * | each ordinary member of the supervisory board of the Company shall be entitled to receive a fixed remuneration in the amount of one hundred thousand euro (EUR 100,000.-) for every full business year of its membership in the supervisory board of the Company; | | * | the chairman of the supervisory board of the Company and the deputy chairman of the supervisory board be granted the maximum remuneration of two point five (2.5) times and two (2.0) times respectively the amount for an ordinary member for every full business year of its membership in the supervisory board of the Company; | | * | the chairman of each of the audit committee, the strategy and investment committee and the human resources committee of the supervisory board be granted a maximum office bonus in the amount of fifty thousand euro (EUR 50,000.-) for every full business year of its membership in the relevant supervisory board committee, and a single supervisory board member if appointed to multiple chairmanships will be eligible to benefit from a maximum of the cumulative total of such maximum applicable bonuses, in addition to his other permitted remuneration from the Company. | It is further proposed that the Meeting acknowledges, in line with past practice, that members of the supervisory board of the Company who are employees of Centerbridge Partners, L.P. and Centerbridge Partners Europe, LLP, which are its investment advisers, have waived the receipt of any remuneration described above in relation to their service as members of the supervisory board of the Company. It is further proposed that the Meeting resolves that the members of the supervisory board of the Company shall continue to be entitled to the reimbursement of their reasonable expenses (including, but not limited to, travel, board and lodging and telecommunication expenses) and of any value added tax accrued on remuneration and expenses upon invoicing and evidence. | | 15. | Miscellaneous. | This revised agenda replaces the initial agenda set out in the convening notice dated 28 April 2017 and shall be read in conjunction with all other information set out in such convening notice. Revised proxy and vote by correspondence forms are available at: SENVION S.A. c/o Link Market Services GmbH Landshuter Allee 10 80637 München Germany Fax: 0049/89/21027-289 E-Mail: agm@linkmarketservices.de Website: senvion.com/agm2017 Luxembourg, 15th of May 2017 SENVION S.A. The Management Board |
