Bonn WKN A1YCMM/ ISIN DE000A1YCMM2 Dear shareholders, We invite you to the Annual General Meeting of, which will take place on Tuesday, June 7, 2016, at 10 a.m. (CET) at the Kameha Grand Bonn, Am Bonner Bogen 1, 53227 Bonn, Germany. AGENDA 1. Presentation of the adopted annual financial statements as at Dec. 31, 2015, along with the management report, the annual consolidated financial statements as at Dec. 31, 2015, approved by the Supervisory Board, along with the group management report as well as the Supervisory Board s report on fiscal year 2015 and the Management Board s explanatory report about the information pursuant to Sections 289 (4) and 315 (4) of the German Commercial Code (HGB). The documents mentioned above can be viewed online at www.solarworld.de/agm2016 and in the offices at the company headquarters,, Martin-Luther-King-Str. 24, 53175 Bonn, Germany. They are also mailed to shareholders on request. In addition, the documents will be available at the Annual General Meeting and will be explained in detail then. Based on statutory regulations, no resolution on Agenda Item 1 is planned, because the Supervisory Board has already adopted the annual financial statements and has approved the consolidated annual financial statements. 2. Resolution on the formal approval of the actions of the Management Board in fiscal year 2015 The Management Board and the Supervisory Board propose that the actions of the members of the Management Board holding office in fiscal year 2015 be formally approved for that period. 3. Resolution on the formal approval of the actions of the Supervisory Board members in fiscal year 2015 The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board holding office in fiscal year 2015 be formally approved. 4. Appointment of the auditors for fiscal year 2016 The Supervisory Board proposes that BDO AG Wirtschaftsprüfungsgesellschaft, Bonn, Germany, be appointed as the annual auditor for fiscal year 2016. 5. Resolution on the approval of a profit and loss transfer agreement between SolarWorld AG and SolarWorld Industries Thüringen GmbH, a 100% subsidiary of
The Management Board of considers to conclude a profit and loss transfer agreement with SolarWorld Industries Thüringen GmbH in the 4 th quarter of 2016 whose most important components are as follows: - SolarWorld Industries Thüringen GmbH undertakes to transfer its entire profit to in accordance with the provisions of Section 301 German Stock Corporation Act (AktG) in its relevant valid version. - is obliged to assume the losses of the subsidiary in accordance with the provisions of Section 302 AktG in its relevant valid version. - SolarWorld Industries Thüringen GmbH may place amounts from the annual surplus in other profit reserves in accordance with Section 272 (3) German Commercial Code (HGB) only to the extent that this is permitted under commercial law and justified in a prudent commercial judgement. - A transfer of proceeds from pre-contractual capital and profit reserves is ruled out. - At the request of, a preliminary transfer of profits is to be undertaken during the year if and to the extent that this is permitted by law. - Insofar as the contract does not end before the end of the fiscal year of SolarWorld Industries Thüringen GmbH, the entitlement to a profit transfer will arise at the end of the fiscal year of SolarWorld Industries Thüringen GmbH. It falls due with a value date at this time. - The obligation to undertake a transfer of profits applies retrospectively as of the beginning of the fiscal year of SolarWorld Industries Thüringen GmbH in which the contract takes effect through entry in the Commercial Register at the registered office of SolarWorld Industries Thüringen GmbH. - If a significant legislative provision for this contract or case law is amended, an adjustment to the change in circumstances remains reserved. - The contract is concluded for an indefinite period. It can be terminated by regular notice with period of notice of three months to the end of a fiscal year of SolarWorld Industries Thüringen GmbH, however for the first time at the end of the relevant fiscal year of SolarWorld Industries Thüringen GmbH that ends at least five years after the start of the fiscal year in which the contract has taken effect. - The right to extraordinary termination without notice in the event of a compelling reason remains unaffected. A compelling reason is in particular given, if no longer has a majority of the voting rights or capital in its subsidiary, disposes of or brings in shares in its subsidiary, and its subsidiary are merged, split or liquidated or insolvency proceedings are initiated on the assets of or its subsidiary or an external shareholder takes a holding for the first time in its subsidiary within the meaning of Section 307 AktG. In the event of the disposal of shares, can also declare the termination to be effective from the effective conclusion of the contract under the law of obligations by disposing of the shares in its subsidiary. - Amendments and supplements to this contract require the written form, insofar as a more stringent form is not required. - When interpreting individual provisions of this contract, Sections 14 and 17 of the Corporation Tax Act in its relevant valid version are to be taken into consideration. - The contract contains a so-called severability clause. Should individual provisions of the profit and loss transfer agreement be or become ineffective or inapplicable in full or in
part, or should there be a loophole in the contract, then this will not affect the validity of the remaining provisions. Instead of the ineffective or inapplicable provision, an effective provision is to be agreed which corresponds to the meaning and purpose of the ineffective or inapplicable provision. In the event of a loophole, the relevant provision is to be agreed which corresponds to what would have been agreed in accordance with the meaning and purpose of this contract, if the matter had been considered in advance. - The place of performance and jurisdiction for both contracting parties is Bonn, Germany. At the time of the Annual General Meeting, is the sole shareholder in SolarWorld Industries Thüringen GmbH and will remain so at the time the profit and loss transfer agreement will be concluded. For this reason, neither compensation payments nor settlements are to be granted by for external shareholders. In the exercise of its discretion, the Management Board will carefully check, if the conclusion of the profit and loss transfer agreement is appropriate, necessary, proportionate and economically justifiable to the shareholders. Granting authorization to such a procedure saves the otherwise necessary time and cost for the convocation of a separate General Meeting that would have to take a respective resolution. The profit and loss transfer agreement becomes effective only with the approval of the Annual General Meeting of and the shareholders meeting of SolarWorld Industries Thüringen GmbH. The Management Board and Supervisory Board propose the following resolution: The Management Board is authorized but not obliged subject to the approval of the Supervisory Board to conclude a profit and loss transfer agreement between and SolarWorld Industries Thüringen GmbH in the 4 th quarter 2016 in accordance with the present draft agreement, which is hereby approved. Note regarding Agenda item 5 Shareholders of may view the following documents [in German] on the Internet at www.solarworld.de/hv2016 as well as in the offices of at the headquarters of the company, Martin-Luther-King-Straße 24, 53175 Bonn, Germany and during the Annual General Meeting: - the draft of the profit and loss transfer agreement between and SolarWorld Industries Thüringen GmbH - the annual financial statements and the consolidated annual financial statements, along with the respective management reports of for the 2013, 2014 and 2015 fiscal years - the annual financial statements, along with the respective management reports of SolarWorld Industries Thüringen GmbH (formerly: SolarWorld Industries-Thüringen GmbH) for the 2013, 2014 and 2015 fiscal years - the joint report of the Management Board of and the management of SolarWorld Industries Thüringen GmbH ADDITIONAL INFORMATION ABOUT THE CONVOCATION TOTAL NUMBER OF SHARES AND VOTING RIGHTS At the time the Annual General Meeting is convened, the company s capital stock is divided into 14,896,000 no-par value bearer shares. Each share grants one vote. At the time of
convocation, the company holds no treasury shares. Therefore, the total number of shares that entitle to participation and voting is 14,896,000 at the time of convening the Annual General Meeting. CONDITION FOR ATTENDANCE AT THE ANNUAL GENERAL MEETING AND THE EXERCISE OF THE RIGHT TO VOTE Pursuant to Section 9 (4a) Sentence 1 of the Articles of Association, shareholders that (i) register with the company prior to the Annual General Meeting, and (ii) prove to the company their eligibility are entitled to attend the Annual General Meeting and exercise their voting rights. The registration must be prepared in text form in German or English and must arrive at the company at the address, fax number or email address listed below (Section 126b German Civil Code, BGB). The proof of eligibility must be provided by evidence of share ownership in text form (Section 126b, BGB) prepared in German or English by a depository bank. The evidence issued by the depository bank must reference the beginning of the twenty-first day before the Annual General Meeting, that is, May 17, 2016 (midnight, 0 hours) The importance of the record date for evidence of share ownership is explained separately below. Both registration and evidence of share ownership must arrive at the company at the latest on May 31, 2016 (midnight, 24:00 hours) at the following address, fax number or email address: c/o Deutsche Bank AG Securities Production General Meetings PO Box 20 01 07 60605 Frankfurt am Main, Germany Fax: +49 (0) 69/12012-86045 Email: wp.hv@db-is.com Deutsche Bank AG is the company s authorized agent for service of registration and evidence of share ownership. After timely registration and receipt of the evidence of share ownership by the company, the registration office will send tickets for the Annual General Meeting to shareholders, or deposit these at the meeting location. The tickets are only organizational tools and are not required to attend the Annual General Meeting or exercise voting rights. To ensure timely receipt of tickets, we ask shareholders to request a ticket as early as possible from their depository bank. The required registration and provision of evidence of relevant share ownership will in such cases be handled by the depository bank.
IMPORTANCE OF THE RECORD DATE The record date is the decisive date for the scope and the exercise of attendance and voting rights at the Annual General Meeting. With regard to the company, only those persons who have provided evidence of share ownership as of the record date shall be considered shareholders entitled to attendance and voting rights at the Annual General Meeting. Changes in the stock portfolio after the record date are irrelevant for this purpose. Shareholders who only purchased their shares after the record date can therefore not attend the Annual General Meeting in their own name. Shareholders who have properly registered and provided the evidence are also eligible to attend the Annual General Meeting and exercise their voting rights, if they have sold the shares after the record date. The effective date for evidence does not affect the ability to sell the shares. EXERCISING THE RIGHT TO VOTE After proper registration, the shareholders can arrive in person at the Annual General Meeting and exercise their voting rights themselves. Shareholders can also permit their voting rights to be exercised by a proxy e.g., a financial institution, a shareholders' association or another third party, if they grant the appropriate proxy. In addition, we offer our shareholders voting right representation by proxies appointed by the company. These solely exercise the voting rights based on the instructions given by the shareholder and are required to vote pursuant to these instructions. Without instructions, the proxies will abstain from voting or not participate in the vote. The proxies appointed by the company do not accept powers of attorney to contest resolutions passed by the Annual General Meeting, to exercise the right to speak and ask questions, or to submit petitions. Timely registration and evidence of share ownership are required, even if a proxy is named. A form pursuant to Section 30a (1) No. 5 of German Securities Trading Law (WpHG) for granting a proxy is provided on the back of the ticket that is sent to shareholders after they have properly registered in terms of form and date; that form is also available for downloading at www.solarworld.de/agm2016. A text is sufficient to grant the proxy, revoke it and prove authorization to the company. If financial institutions, shareholders' associations or persons treated as such pursuant to Section 135 (8) German Stock Corporation Act (AktG) are granted a proxy, special requirements must usually be considered; such requirements can be obtained from each of the parties to be granted a proxy. The proof of proxy authorization can be provided by declaration to the company at the following address up to the day of the Annual General Meeting: Investor Relations Department Martin-Luther-King-Str. 24 53175 Bonn, Germany Fax: +49 (0) 228/55920-9470 Email: hv@solarworld.com or can be provided on the day of the Annual General Meeting at the meeting location by the proxy holder. On the day of the Annual General Meeting itself, only the entry and exit control to the Annual General Meeting at the Kameha Grand Bonn, Am Bonner Bogen 1, 53227 Bonn, Germany, is available to accept the proxy authorization starting at 9 a.m. (CET) until shortly before voting starts.
Shareholders who want to grant voting representation prior to the Annual General Meeting to the proxies appointed by the company are for organizational reasons asked to send the duly completed form for granting the proxies and instructions to the proxies, which is printed on the back of the ticket, to the following address: c/o ITTEB GmbH & Co. KG Vogelanger 25 86937 Scheuring, Germany Fax: +49 (0) 8195/9989-664 Email: solarworld2016@itteb.de arriving there by June 5, 2016. Shareholders who do not want to participate in person in the Annual General Meeting can also vote in writing or via electronic communication (absentee ballot). The form printed on the ticket is available for this purpose. The votes cast via absentee ballot must arrive at the address below by and including June 5, 2016: c/o ITTEB GmbH & Co. KG Vogelanger 25 86937 Scheuring, Germany Fax: +49 (0) 8195/9989-664 Email: solarworld2016@itteb.de Additional details about attending the Annual General Meeting, and granting proxies and instructions are provided along with the ticket to shareholders who have registered pursuant to Section 9 of the Articles of Association. Corresponding information is also available online at www.solarworld.de/agm2016. AMENDMENTS TO THE AGENDA ON REQUEST OF A MINORITY PURSUANT TO SECTION 122 (2) AKTG Pursuant to Section 122 (2) AktG, shareholders whose collective shares are a twentieth of the capital stock ( 744,800.00) or are the pro-rated amount of 500,000.00, can require that items be put on the agenda and be made public. Each new item must be accompanied by reasons or a proposed resolution. The request must be addressed in writing to the company s Management Board and must arrive at the latest 30 days before the Annual General Meeting, that is at the latest by the end of May 7, 2016 (midnight, 24:00 hours) Please send corresponding requests to the following address: Management Board of SolarWorld Aktiengesellschaft Martin-Luther-King-Str. 24 53175 Bonn, Germany The requesting parties must provide evidence that they have owned a sufficient number of shares for the statutory minimum ownership period of 3 months (Sections 122 (2), 122 (1) Sentence 3, 142 (2) Sentence 2 and Section 70 AktG) and that they are holding these shares until a decision about their request has been made.
Amendments to the agenda to be made public unless already made public with the convocation are promptly published in the German Federal Gazette and are forwarded to such media for publication as can be assumed to distribute the information across the entire European Union. They are also made public at www.solarworld.de/agm2016. SHAREHOLDER PETITIONS AND NOMINATIONS PURSUANT TO SECTIONS 126 AND 127 AKTG Counterproposals against a proposal by the Management Board and Supervisory Board regarding a specific agenda item, which must be accompanied by a reason, as well as nominations must be addressed only to: Investor Relations Department Martin-Luther-King-Str. 24 53175 Bonn, Germany Fax: +49 (0) 228/55920-9470 Email: hv@solarworld.com Counterproposals and nominations addressed differently are not considered. Subject to Section 126 (2) and (3) AktG, the company will publish shareholders' proposals for resolutions and/or counterproposals to be made public, including the name of the shareholder and reasons that must be made public, at www.solarworld.de/agm2016 after such proposals or counterproposals have been received. Here, all counterproposals and nominations received by May 23, 2016 (midnight, 24:00 hours) at the latest at the address, fax number or email address above are considered. Possible statements from the administration are also published at the URL listed. We note that proposed resolutions and/or counterproposals that have been provided to the company in advance in a timely manner are only considered during the Annual General Meeting, if they are made orally during the Annual General Meeting. The right of each shareholder to submit proposed resolutions and/or counterproposals to agenda items without prior timely provision to the company is not affected. SHAREHOLDER'S RIGHT TO INFORMATION PURSUANT TO SECTION 131 (1) AKTG During the Annual General Meeting, each shareholder or shareholder's representative can request information about company business from the Management Board, if the information is necessary to properly assess an agenda item and there is no legal right to refusal of the information. Requests for information must in principle be made orally during the Annual General Meeting as part of the discussion. Under the circumstances listed in Section 131 (3) AktG, the Management Board can refuse to provide the information. Pursuant to Section 10 (2) of the Articles of Association, the chairperson can appropriately limit the time for shareholders' right to questions and to speak; he can, in particular, determine appropriately the timeframe for the course of the meeting, for the discussion about individual agenda items, as well as for individual questions and speeches.
ADDITIONAL EXPLANATIONS Additional explanations about shareholders' rights pursuant to Sections 122 (2), 126 (1), 127 and 131 (1) AktG are available at www.solarworld.de/agm2016. OTHER NOTES The information and documents pursuant to Section 124a AktG are available online at www.solarworld.de/agm2016 and can be downloaded, if desired. Any and all documents to be made available by law to the Annual General Meeting are available at the Annual General Meeting for review. The voting results are published after the Annual General Meeting at the same URL. The invitation to the Annual General Meeting was published on April 27, 2016, in the German Federal Gazette and was forwarded to such media for publication as can be assumed to distribute the information across the entire European Union. Bonn, April 2016 The Management Board Dr.-Ing. E.h. Frank Asbeck, Chief Executive Officer Dipl.-Kfm. tech. Philipp Koecke, Chief Financial Officer Dipl.-Wirtschaftsing. Frank Henn, Chief Sales Officer RAin Colette Rückert-Hennen, Chief Information, Brand and Personnel Officer Dipl.-Ing. Jürgen Stein, Chief Product Officer