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MAN Annual General Meeting 1

Invitation to theAnnual General Meeting on April 1, 2010

Engineering the Future – since 1758.

MAN SE

2010

Annu

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MAN Annual General Meeting2 MAN Annual General Meeting 3

Dear Shareholders,

You are cordially invited to the 2010 Annual General Meeting of

MAN SE, to be held at the ICM (International Congress Center

Munich) on April 1, 2010.

2009 was a very difficult year. Businesses around the world were

severely hit by the financial and economic crisis, as was MAN. The

European market for commercial vehicles alone halved in 2009.

MAN quickly responded to these radical changes and adapted its

cost structure to the situation at hand.

The MAN Group is a leading engineering player in Europe with a

clear focus on transport-related engineering. Following completion

of our focusing process, we now concentrate on the fields of com-

mercial vehicles and power engineering. We are convinced of the

growth opportunities that these business areas offer, particularly in

Asia, South America and Eastern Europe.

The preliminary investigations by the Munich Public Prosecution

Office and the special investigation conducted in connection with

them have been additional challenges that we have faced since

the last shareholders’ meeting a year ago. Even through the inves-

tigations have been completed, Compliance remains one of the

top responsibilities for all managers and employees, making it an

integral part of our corporate culture. This is also supported by

MAN’s zero tolerance of violations and by the clear rules in place

that must be observed.

At the same time, and in the face of all these challenges, it proved

quite apparent that MAN is indeed a resilient and stable company.

The Company used 2009 to set the course for further international

growth. The integration of MAN Latin America has already ad-

vanced far, enabling us to grow even more. Our stake in Sinotruk,

the market leader for heavy trucks in China, and our MAN Force

Trucks joint venture in India allow us to leverage additional market

potential promising success.

From left to right: Jörg Schwitalla, Dr. Georg Pachta-Reyhofen, Frank H. Lutz, Antonio R. Cortes, Klaus Stahlmann

Foreword

In 2009, MAN SE’s Executive Board was newly constituted. I have

worked for MAN for more than 23 years and together with my

colleagues Jörg Schwitalla, Frank H. Lutz, Klaus Stahlmann and

Antonio R. Cortes, we on the MAN SE Management Board aim to

continue to achieve profitable growth by systematically focusing on

transport-related engineering in order to create sustainable value

for the MAN Group. I would be delighted, ladies and gentlemen, if

you were to continue to accompany us on this successful course.

We want to keep growing on international markets and offering

you – our shareholders – a stable and predictable performance. On

behalf of the Executive Board, I would like to thank you for your trust.

Ladies and gentlemen, we look forward to seeing you at the Annual

General Meeting. Your vote is important. If you cannot attend in

person, you can follow the Annual General Meeting on the Internet

(www.man.eu/agm) and transfer your voting right to a proxy, e.g. by

using our Internet-supported proxy voting system.

Regards,

Dr. Georg Pachta-Reyhofen

CEO of MAN SE


MAN SE Munich

Announcement in accordance with section 125 of the Aktien- gesetz (AktG – German Stock Corporation Act)

Invitation to the 130th Annual General Meeting of the Company’s common and preferred shareholders in Munich on April 1, 2010

Notice of the Annual General Meeting, the items on the agenda

and the resolutions proposed by the Management are published as

follows in the elektronischer Bundesanzeiger (the electronic Federal

Gazette) of February 18, 2010:

MAN SE, Munich

International Securities Identification Numbers (ISIN):

Common shares: DE0005937007

Nonvoting preferred shares: DE0005937031

Dear Shareholders,

We hereby invite our shareholders to attend the 130th Annual

General Meeting of Munich-based MAN SE at 10:00 a.m. on

Thursday, April 1, 2010 at the ICM (International Congress

Center Munich on the trade fair grounds (Messegelände) at

Am Messesee 6, 81829 Munich).

Agenda

and resolutions proposed for the 130th Annual General Meeting of

MAN SE on Thursday, April 1, 2010:

1. Presentation of the adopted annual financial statements of MAN SE and the approved consolidated financial statements for the year ending December 31, 2009 in addition to the management report of MAN SE and the MAN Group manage-ment report for the 2009 fiscal year as well as the explan-atory report on information in accordance with sections 289 (4) and 315 (4) of the Handelsgesetzbuch (HGB – German Commercial Code) and the report of the Supervisory Board

The documents mentioned under item 1 of the agenda can be

accessed on the Internet at www.man.eu/agm. These documents

will also be available at the Annual General Meeting and explained

in more detail. No resolution is planned for item 1 on the agenda

since the Supervisory Board approved the annual and con-

solidated financial statements, prepared by the Executive Board,

in accordance with statutory provisions on February 12, 2010.

The Executive Board remuneration system, the current status

of which can also be seen on the Company’s aforementioned

website, will be explained under this item on the agenda together

with the report of the Supervisory Board.

2. Appropriation of MAN SE’s net retained profits

The Executive and Supervisory Boards hereby propose that

the net retained profits for the 2009 fiscal year amounting to

€37,303,710.89 be appropriated for distribution of a dividend of

€0.25 for each share carrying dividend rights (common and pre-

ferred shares) and that any amount remaining be carried forward.

Disbursement of the dividend is planned for Tuesday, April 6, 2010.

Invitation

Invitation to the 130th Annual General Meeting of the Company’s common and preferred shareholders in Munich on April 1, 2010

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(This is a translation of the German original for information purposes only. In the event of discrepancies between the German language version and any translation thereof, the German language version will prevail.)


3. Approval of the Executive Board’s actions

Based on the status of the special investigation commissioned by

the Supervisory Board in connection with the preliminary investiga-

tions by the Munich Public Prosecution Office, there is still a need

at present to look further into possible neglect of duty by the Execu-

tive Board members who departed. Dr. Georg Pachta-Reyhofen,

Frank Lutz, Dr. Matthias Mitscherlich and Jörg Schwitalla have not

been found to have neglected their duties.

The Executive and Supervisory Boards thus propose that the

actions of Dr. Georg Pachta-Reyhofen, Frank Lutz, Dr. Matthias

Mitscherlich and Jörg Schwitalla for fiscal year 2009 be approved

and that resolution on approval of the actions of Håkan Samuelsson,

Prof. Dr. Karlheinz Hornung and Anton Weinmann be postponed.

4. Approval of the Supervisory Board’s actions

The Executive and Supervisory Boards hereby propose that the

Supervisory Board’s actions for fiscal year 2009 be approved.

5. Election of a new member to the Supervisory Board

Stefan Ropers has resigned from the Supervisory Board and

Dr. Thomas Kremer has resigned as the alternate member to

Mr. Ropers, both with effect from the close of the Annual General

Meeting of MAN SE on April 1, 2010.

The Supervisory Board proposes that

Ulf Berkenhagen

Wolfsburg

Member of the Board of Management of AUDI AG

be elected as a member of the Supervisory Board of MAN SE in

Mr. Roper’s place for the rest of the Supervisory Board’s term of

office and that

Dr. Thomas Kremer

Düsseldorf

Chief Legal Counsel of ThyssenKrupp AG,

in addition to being the alternate member for the other shareholder

representatives on the Supervisory Board, also be elected as the

alternate member for Mr. Berkenhagen.

The Annual General Meeting is not bound by the proposed reso-

lutions. The Supervisory Board is composed in accordance with

article 7 (1) and (3) of the Articles of Association of MAN SE.

Memberships of Mr. Berkenhagen, born on January 25, 1961 in

Wolfsburg, in other statutory supervisory boards or comparable

supervisory bodies within and outside Germany:

AUDI HUNGARIA MOTOR Kft. (Deputy Chairman) (Group appoint-

ment)

Memberships of Dr. Kremer, born on March 8, 1958 in Bonn, in (1)

other statutory supervisory bodies and (2) comparable supervisory

bodies within and outside Germany:

(1) ThyssenKrupp Elevator AG (Group appointment)

Howaldtswerke-Deutsche Werft GmbH (Group appointment)

ThyssenKrupp Marine Systems AG (Group appointment)

Ferrostaal AG

(2) ThyssenKrupp Italia S.p.A. (Group appointment)

6. Authorization to purchase and use own shares

In view of the fact that the Company’s current authorization to pur-

chase its own shares would expire on October 2, 2010 and that

renewal of authorization covering the permissible period of five

years from the date of the Annual General Meeting is considered

appropriate, the Executive and Supervisory Boards propose that

the following resolutions be adopted:

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a) The authorization to purchase the Company’s own shares

which was issued by the MAN AG Annual General Meeting on

April 3, 2009 and confirmed for MAN SE by the resolution of

April 3, 2009 on the change of legal form will be cancelled when

the new authorization under b) und c) takes effect.

b) The Executive Board is authorized to purchase common and/or

nonvoting preferred shares of the Company, with the consent of

the Supervisory Board, on one or more occasions until March 31,

2015 up to a maximum total amount of 10% of the share capital.

Together with other treasury shares held by the Company or attrib-

utable to the Company following previous acquisitions in accor-

dance with sections 71d and 71e of the AktG,1 the shares purchased

by virtue of this authorization may not account for more than 10%

of the existing share capital at any time.

The shares may also be purchased by group companies and/or

third parties for the account of MAN SE and/or their group

companies.

The shares may be purchased on the stock exchange or by means

of a public purchase offer to the holders of the class of shares

concerned. If the shares are purchased on the stock exchange,

the purchase price (net of transaction costs) may not exceed or fall

below the price for the relevant class of shares determined by the

opening auction on the trading day in Xetra trading (or a compara-

ble successor system) by more than 10%. In the case of a public

purchase offer, the bid price or the bid price range per share (net of

transaction costs) may not exceed or fall below the average closing

price for the relevant class of shares in Xetra trading (or a compara-

ble successor system) on the three market days prior to the date of

the public announcement of the offer by more than 10%. The pur-

chase offer or the invitation to tender such an offer may provide for

further conditions. If the total shares tendered exceed the volume

of the purchase offer, they must be accepted on a proportionate

basis. The terms of the offer may provide for preferred acceptance

of small numbers of shares to the extent provided by law, but in

any case up to no more than a maximum of 100 shares tendered

per shareholder. Further details and conditions of the offer may be

defined in the offer conditions.

In particular, it may be stipulated that if there are significant devia-

tions in the relevant price following announcement of a purchase

offer or a public invitation to tender a purchase offer, the offer or

the invitation to tender such an offer may be adjusted. In this case

the price is based on the average price over the three market days

before announcement of any amendment.

c) The Executive Board has been additionally authorized, with

the consent of the Supervisory Board, to use purchased common

shares of the Company for all purposes permitted by law in addition

to sale on the stock exchange or by a public offer to all shareholders,

and to disapply shareholders’ preemptive rights. This applies in

particular if

– the purchased common shares are sold at a price that is not

materially lower than the quoted market price, and/or

– to the extent that they are used as consideration in a business

combination or to acquire companies or investments in companies

or assets of companies, and/or

– to the extent that they are used to settle exercised options

or conversion rights granted or conversion obligations issued by

the Company or a group company when bonds were issued. The

shares transferred by virtue of this authorization may not in the

aggregate exceed 10% of the share capital where they are used

to satisfy exercised conversion rights and options or conversion

obligations issued in corresponding application of section 186 (3)

sentence 4 of the AktG. Shares issued or sold by direct or indirect

application of this provision during the term of this authorization

count towards this limit until the time of utilization. Shares issued

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1 The provisions of the Aktiengesetz (AktG – German Stock Corporation Act) apply to the Company in accordance with article 9 (1) c) (ii) and article 10 of the Council Regulation (EC) on the Statute for a European company (SE Council Regulation), unless more specific provisions of the SE Council Regulation, which are referred to separately, provide otherwise.


or issuable by virtue of convertible bonds or bonds with warrants

or with conversion obligations issued at the time of utilization in

accordance with this provision also count towards this limit, and/or

– to the extent that the Company’s own common shares are used

to settle commitments for stock bonuses to employees with man-

agement responsibility (managers) of the Company and/or group

companies.

The Executive Board is further authorized to redeem the Company’s

own common shares and/or nonvoting preferred shares with the

consent of the Supervisory Board, but without any further resolution

by the Annual General Meeting.

Report of the Executive Board in accordance with section 71 (1) no. 8 in conjunction with section 186 (3) sentence 4 and section 186 (4) sentence 2 of the AktG

The authorization proposed is intended to enable the Executive

Board to purchase the Company’s own shares on the stock ex-

change or by means of a public purchase offer in the interest of

the Company and its shareholders with the consent of the Super-

visory Board until March 31, 2015 up to a maximum total amount

of 10% of the share capital. The Company hereby makes use of

section 71 (1) no. 8 of the AktG, which allows an SE – and German

stock corporations – to purchase own shares up to a maximum

total amount of 10% of the share capital by virtue of an Annual

General Meeting authorization. The share capital currently amounts

to €376,422,400. 14,704,000 shares thus represent 10% of the

current share capital.

In the event of shares being purchased by means of a public

purchase offer (sale by tender), any shareholder of the Company

willing to sell his/her shares can decide how many shares and, if

a price range is fixed, at what price he/she wishes to offer these.

If the quantity of shares tendered at the fixed price exceeds the

number of shares required by the Company, the offers for sale

accepted must be distributed. Such distribution will be undertaken

on a proportionate basis. Provisions for preferential acceptance

only apply to small offers or small parts of offers to the extent

provided by law, but in any case up to no more than a maximum

of 100 shares tendered per shareholder. This serves to avoid both

fractional amounts when determining the proportions to be pur-

chased as well as small residual amounts, which in turn simplifies

technical processing. The conditions of a purchase offer may also

stipulate that if there are significant deviations in the relevant price

following announcement of a purchase offer or a public invitation

to tender a purchase offer, the offer or the invitation to tender such

an offer may be adjusted. In this case the price is based on the

average price over the three market days before announcement

of any amendment. This gives the Company the opportunity to

respond flexibly to substantial price fluctuations later by subse-

quently adjusting the purchase offer.

Own common and/or preferred shares purchased by the Company

may be resold on the stock exchange or by means of a public of-

fer to all shareholders. There are no plans to sell own preferred

shares. The proposed authorization also entitles the Company to

sell its own common shares by means other than the stock ex-

change and without offering them to all shareholders, provided

that the share price is not materially lower than the quoted market

price on the date of such sale. Through this, the Company is mak-

ing use of the option for simplified disapplication of shareholders’

preemptive rights legally permitted by section 71 (1) no. 8 of the

AktG in corresponding application of section 186 (3) sentence 4

of the AktG. Above all, this is intended to enable the Company to

offer its common shares to institutional investors within and out-

side Germany, thereby expanding the range of shareholders in the

interest of the Company. The authorization requested is intended

to enable the Company to respond quickly and flexibly to favorable

circumstances on the stock markets. It especially allows shares

to be placed quicker and – above all – more cost-effectively than

selling them according to the rules for granting preemptive rights

to shareholders.

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At the same time, shareholders’ assets and voting interests are

adequately protected. The authorization based on section 186 (3)

sentence 4 of the AktG is limited to no more than 10% of the Com-

pany’s respective share capital. In addition, the Executive Board

will take into account that shares issued or sold by direct or indirect

application of this provision during the term of this authorization

count towards this limit until the time of utilization. Shares issued

or issuable by virtue of convertible bonds or bonds with warrants

or with conversion obligations issued at the time of utilization in

accordance with this provision also count towards this limit.

Consideration has been given to the concept of protecting share-

holders against dilution, in that shares may not be sold at a price

materially lower than the relevant quoted market price. This will not

disadvantage shareholders interested in maintaining their propor-

tion of voting rights, as the required number of additional shares

can be purchased on the stock market at any time.

The authorization proposed is additionally intended to enable the

Company to purchase its own common shares in order to be able

to grant them as consideration in a business combination or to

acquire companies or investments in companies or assets of com-

panies. In many cases, international competition and economic

globalization require this form of consideration. The authorization

proposed in this particular case is thus intended to provide the

Company with the necessary scope to quickly and flexibly take

advantage of any opportunities to acquire companies or invest-

ments in companies that may arise. The proposed disapplication of

preemptive rights also takes this aspect into account. When deter-

mining valuation ratios, the Executive Board will ensure that share-

holder interests are adequately protected. When deciding whether

repurchased shares or shares from the Authorized Capital should

be used in such cases, the Executive Board will be guided solely by

the interests of the shareholders and the Company.

Furthermore, the Company is to be provided with the option to use

its own shares to settle exercised options or conversion rights or

conversion obligations from bonds issued by the Company or by

other group companies. Such use of shares may be more beneficial

for the Company than using contingent capital and also increases

the Company’s flexibility. In this case, the Executive Board will

respect the restrictions of section 186 (3) sentence 4 of the AktG.

Finally, the Company is also to be provided with the opportunity

to purchase own shares and to issue them to employees with

management responsibility in the interest of the Company and

its shareholders in order to further motivate managers of the

Company and its group companies and to tie them to the Group.

For this purpose, the Company is also to be provided with the

option to issue own shares as stock bonuses to employees with

management responsibility (managers) of the Company and/or

group companies instead of cash bonuses as part of the existing

remuneration system. The aim is to offer, pledge or transfer the

shares to the beneficiaries for purchase. In doing so, the Execu-

tive Board will respect the restrictions of section 186 (3) sentence

4 of the AktG. The Executive Board will still only make use of this

authorization to issue own shares to managers up to a maximum

total amount of €4,000,000 of the share capital. Shares issued or

pledged to managers using Authorized Capital 2010 count towards

this limit.

In each case, the Executive Board will inform the next Annual

General Meeting of the extent to which use has been made of

the authorization.

7. Cancellation of existing authorized capital, authorization to create new authorized capital and amendments to the Articles of Association

In view of the fact that the existing authorized capital is restricted

until June 2, 2010 in accordance with section 4 (4) of the Articles of

Association and that creation of new authorized capital is consid-

ered appropriate, the Executive and Supervisory Boards propose

that the following resolutions be adopted:

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a) The current authorized capital and the corresponding provision

of article 4 (4) of the Articles of Association pursuant to the authori-

zation of the MAN AG Annual General Meeting on June 3, 2005,

supplemented by a resolution of the Annual General Meeting on

April 3, 2009 and confirmed for MAN SE by the resolution of April 3,

2009 on the change of legal form, will be cancelled when the new

authorized capital in accordance with b) takes effect.

b) With this

– a new authorization will be issued and

– article 4 (4) of the Articles of Association will be reworded

accordingly.

They will be reworded as follows:

“(4) The Executive Board is authorized to increase the share capital,

with the consent of the Supervisory Board, by up to €188,211,200

issuing common bearer shares on one or more occasions against

cash contributions and/or noncash contributions in the period up

to March 31, 2015 (Authorized Capital 2010).

When raising the share capital in return for cash, shareholders

must generally be granted preemptive rights. However the Execu-

tive Board is authorized to disapply such preemptive rights, with

the consent of the Supervisory Board,

– to the extent necessary to grant holders of convertible bonds

or bonds with warrants that are or will be issued by the Company

or its group companies a right to subscribe for new shares in the

amount to which they would be entitled after exercising their

conversion rights or options or fulfilling their conversion obligations

(antidilution provision), and/or

– if the issue price of the new shares is not more than 5% lower

than the quoted market price and the shares issued in accordance

with section 186 (3) sentence 4 of the AktG do not in the aggre-

gate exceed 10% of the share capital. Shares issued or sold by

direct or indirect application of this provision during the term of this

authorization by virtue of other authorizations count towards this

limit until the time of utilization. Shares issued or issuable by virtue

of convertible bonds or bonds with warrants or with conversion

obligations issued at the time of utilization in accordance with this

provision also count towards the aforementioned 10% limit, and/or

– to realize any fractions needed to round the share capital, and/or

– to issue new shares against cash contributions to employees

with managerial responsibility (managers) of the Company and/or

group companies for up to €4,000,000 of Authorized Capital 2010.

Provision can also be made to ensure that the required contribu-

tions according to the conditions of section 204 (3) of the AktG are

covered.

The Executive Board is additionally authorized, with the consent

of the Supervisory Board, to disapply shareholders’ preemptive

rights when issuing shares against noncash contributions for the

purpose of acquiring companies, investments in companies, or

assets of companies.

Moreover, the Executive Board is authorized, with the consent of

the Supervisory Board, to determine further details of the execution

of increases in capital.

The authorization is – without taking into account the issue of

shares while disapplying the preemptive rights of employees with

management responsibility – restricted to the extent that following

exercise of the authorization, the total shares issued while disap-

plying preemptive rights under Authorized Capital 2010 and/or

under Contingent Capital 2010 may not exceed 20% of the

current share capital at the time the authorization takes effect or –

if the figure is lower – at the time use is made of the authorization.”

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Report of the Executive Board in accordance with section 203 (2) sentence 2 in conjunction with section 186 (4) sentence 2 of the AktG

Shareholders must generally be granted preemptive rights when

the authorized capital is used to increase the capital. However, the

authorization sought also includes an option to disapply share-

holders’ preemptive rights in special cases, in the case of a capital

increase against cash contributions as well as a capital increase

against noncash contributions:

Capital increases against cash contributions

Disapplication of preemptive rights as protection against

dilution

The disapplication of preemptive rights for the benefit of holders

of convertible bonds or bonds with warrants or conversion

obligations issued by the Company or its group companies allows

the creditors to participate in the capital increase to the extent that

they would be entitled to if they had taken shares on the basis

of their options or conversion rights or fulfillment of a conversion

obligation. This counteracts any dilution owing to a capital increase.

Disapplication of preemptive rights for capital increases

against cash contributions in accordance with section 186 (3)

sentence 4 of the AktG

In this case use is made of the option provided by the lawmaker

to disapply preemptive rights if a capital increase against cash

contributions does not exceed 10% of the share capital and the

issue price is not materially lower than the quoted market price.

This enables the Executive Board to procure new funds for the

Company and strengthen its capital base at short notice and at an

issuing price close to the quoted market price with the consent of

the Supervisory Board. Only authorized capital up to a maximum

total amount of 10% of the share capital is available for such cases.

Shares issued / issuable or sold by direct or indirect application of

this provision during the term of this authorization by virtue of other

authorizations count towards this 10% limit within the meaning of

section 186 (3) sentence 4 of the AktG until the time of utilization.

Apart from the above, the Executive Board will restrict any offering

discount to no more than 5% of the current quoted market price

when establishing the offer price, thereby ensuring that the

requirements of section 186 (3) sentence 4 of the AktG when

using the authorized capital are observed in this respect.

Disapplication of preemptive rights to realize fractional amounts

Furthermore, the Executive Board is to be authorized to disapply

shareholders’ preemptive rights if any fractional amounts arise

when establishing the subscription ratio. This enables a round,

manageable subscription ratio and any fractions to be realized.

Disapplication of preemptive rights to issue shares to managers

In the interest of the Company and the shareholders, the Manage-

ment pursues the objective of additionally motivating managers of

the Company and its group companies to achieve Company goals

and to tie them to the Group. To this end, the variable remuneration

components that are part of the existing remuneration system can

also be to be paid in shares instead of exclusively in cash. The ben-

eficiaries are to receive MAN SE shares at discounted conditions or

through coverage of the payment from yielded profits according to

the conditions of section 204 (3) of the AktG. The applicable caps

on variable bonuses are to be complied with.

To create the option to provide managers with share bonuses,

the Management proposes authorizing the Company to use up

to €4 million of Authorized Capital 2010 for these purposes and

to disapply shareholders’ preemptive rights accordingly. Shares

issued or pledged to managers by making use of the authorization

to purchase own shares count towards this limit.

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As explained above, disapplying shareholders’ preemptive rights

is in the interests of the Company and its shareholders. In addi-

tion, the dilution effect for shareholders that would occur due to

the issue of new shares to managers is insignificant in light of the

small volume in relation to the share capital. The Executive Board

intends to limit the annual issue of shares to a maximum of 5‰ of

the share capital.

Capital increases against noncash contributions

The authorization sought is intended to enable the Company to

have own shares available in order to be able to offer them as

consideration in business combinations, in the acquisition of com-

panies, investments in companies or assets of companies. Inter-

national competition and economic globalization often require

this form of acquisition financing. The authorization proposed is

intended to give the Company the necessary scope to quickly and

flexibly take advantage of any opportunities to acquire companies,

investments in companies or assets of companies that may arise.

The creation of the proposed authorized capital while disapplying

shareholders’ preemptive rights in the case of noncash contribu-

tions takes this into account since a capital increase by virtue of

resolution of the Annual General Meeting is not possible at short

notice if acquisition opportunities arise, nor does it guarantee the

flexibility required in takeovers.

In each individual case, the Executive Board will review whether

to make use of the authorization to increase the capital against

noncash contributions while disapplying preemptive rights. It will

only use the authorized capital if an acquisition in exchange for

issuing shares of the Company is in the best interests of the share-

holders and the Company. The Supervisory Board will only give

the required consent to make use of the authorized capital if this

condition is met.

Restriction of the authorization to 20% of the share capital if

shareholders’ preemptive rights are disapplied

To protect the shareholders, the authorization to issue shares while

disapplying the preemptive rights of shareholders is restricted to the

extent that following exercise of the authorization, the total shares

issuable by virtue of bonds disapplying the preemptive rights un-

der Authorized Capital 2010 and/or under Contingent Capital 2010

may not exceed 20% of the current share capital at the time the

authorization takes effect or – if the figure is lower – at the time use

is made of the authorization. Capital increases against cash

contributions and noncash contributions disapplying preemp-

tive rights in connection with Authorized Capital 2010 and/or

Contingent Capital 2010 must be restricted in total to a maximum

of €75,284,480, corresponding to 29,408,000 common shares.

This does not affect the disapplication of shareholders’ preemptive

rights if shares were or are to be issued to employees with man-

agement responsibility in connection with Authorized Capital 2010.


General Meeting of the extent to which use has been made of

such authorization.

8. Authorization to issue convertible bonds and bonds with warrants, creation of contingent capital and amendments to the Articles of Association

In view of the fact that the existing contingent capital pursuant to

the resolution of the MAN AG Annual General Meeting on June 3,

2005, supplemented by resolution of the MAN AG Annual General

Meeting on May 10, 2007 and confirmed for MAN SE by the resolu-

tion of April 3, 2009 on the change of legal form, to issue convert-

ible bonds and/or bonds with warrants is restricted until June 2,

2010 and the creation of new contingent capital to issue convert-

ible bonds and/or bonds with warrants is considered appropriate,

the Executive and Supervisory Boards propose that the following

resolutions be adopted:

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ITEM

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a) The current contingent capital and the corresponding provision

of article 4 (5) and (6) of the Articles of Association pursuant to the

authorization of the MAN AG Annual General Meeting on June 3,

2005, supplemented by a resolution of the Annual General Meeting

on May 10, 2007 and confirmed for MAN SE by the resolution of

April 3, 2009 on the change of legal form, will be cancelled when

the new contingent capital in accordance with b) to g) takes effect.

b) The Executive Board is authorized with the consent of the

Supervisory Board, to issue convertible bonds and/or bonds

with warrants – hereinafter referred to collectively as “bonds” – of

MAN SE in the aggregate principal amount of up to €2,500,000,000

on one or more occasions until March 31, 2015, and to grant the

bondholders options or conversion rights or to issue conversion

obligations on new common bearer shares of MAN SE with a

notional interest in the share capital of up to €76,800,000 as

specified in greater detail by the option or conversion terms.

The bonds are issuable against cash contributions.

The authorization also includes the option to guarantee bonds

issued by other group companies and to grant shares of MAN SE

to settle the conversion rights, options or conversion obligations

issued with these bonds.

The portion of the share capital accruing to the common shares

to be subscribed to for each bond may not exceed the nominal

amount of the bond or an offer price lower than the nominal amount

of the bond. The conversion/option price may not be lower than

80% of the price of MAN SE common shares in Xetra trading (or a

comparable successor system) on the Frankfurt Stock Exchange.

The unweighted average closing price on the ten market days be-

fore the Executive Board’s final decision on the invitation to tender

an offer to subscribe for bonds or on the declaration of acceptance

by the Company following a public invitation to tender subscription

offers is decisive in such cases. In trading of preemptive rights, the

closing prices on the days of preemptive rights trading are to be

applied with the exception of the last two market days of preemp-

tive rights trading. Section 9 (1) of the AktG remains unaffected.

c) The Executive Board is authorized, with the consent of the

Supervisory Board, to stipulate other conditions of the bond,

particularly the interest rate, offer price, maturity and denomina-

tion, subscription or conversion ratio, option or conversion price

and option or conversion period or establish them in agreement

with the executive bodies of the issuing group companies. The

conditions may also regulate,

– whether the conversion/option price or conversion ratio when

issuing bonds is to be determined or whether it is to be calcu-

lated using future quoted market prices within a range to be estab-

lished,

– whether and how to round up to a full conversion ratio,

– whether a payment to be paid in cash or a cash settlement will

be determined in the case of fractions,

– whether a specific date by which the conversion/option rights

may be exercised can be fixed,

– the currency in which the bonds are issued, though bonds may

also be issued in the legal currency of an OECD country as well as

in euro, provided the equivalent euro amounts are not exceeded,

– whether own shares of MAN SE or payment of the equivalent in

cash or the delivery of other listed securities are offered instead of

settlement from the contingent capital, and/or

– that the bondholders are entitled during the conversion period

and/or obligated on specific dates or at the end of the conver-

sion period to convert their bonds into shares of the Company.

d) The bonds are to be offered to shareholders for subscription.

As a rule, the Company must also ensure that the legal preemp-

tive rights of the shareholders are granted if the bonds are issued

by another group company. However the Executive Board is

authorized to disapply preemptive rights, with the consent of the

Supervisory Board,

ITEM

8


– if the offer price for a bond is not materially lower than its

theoretical market value of the bond calculated in accordance

with recognized financial mathematical methods. Furthermore, the

disapplication of preemptive rights within the meaning of section

186 (3) sentence 4 of the AktG only applies to bonds with rights to

shares which account for a maximum total amount of up to 10%

of the share capital. Shares issued / issuable or sold by direct or

indirect application of this provision during the term of this authori-

zation by virtue of other authorizations count towards this limit until

the time of utilization.

– insofar as this is necessary to settle fractions that arise as a

result of the subscription ratio.

– to grant holders of bonds with existing options or conversion

rights on shares of the Company or obligations to convert into such

shares preemptive rights in the amount to which they would be

entitled if they had exercised their warrant or conversion rights or

fulfilled their conversion obligations in order to prevent dilution of

the economic value of such rights.

e) If the economic value of existing options/conversion rights or

conversion obligations is diluted during the maturity of a bond and

no preemptive rights are granted as compensation, these options,

rights and obligations are adjusted to maintain the value – notwith-

standing section 9 (1) of the AktG – as specified in greater detail

by the terms of the bond if the adjustment is not already regulated

by law. The conditions of the bonds may also provide for an adjust-

ment to the options, conversion rights or conversion obligations in

the event of a capital reduction or other extraordinary measures

or events (e.g. unusually high dividends or control gained by third

parties). If control is gained by third parties, it is possible to provide

for a customary adjustment of the conversion and/or warrant price.

f) The authorization to issue convertible bonds or bonds with

warrants or conversion obligations is restricted to the extent that

following exercise of the options, conversion rights or conversion

obligations, the total shares issued while disapplying preemptive

rights under Contingent Capital 2010 and/or under Authorized

Capital 2010 – without taking into account the issue of shares while

disapplying the preemptive rights of employees with management

responsibility – may not exceed 20% of the current share capital

at the time the authorization takes effect or – if the figure is lower –

at the time use is made of the authorization.

g) With this

– a new authorization will be issued and

– article 4 (5) of the Articles of Association will be reworded

accordingly.

They will be reworded as follows:

“(5) The share capital has been contingently increased by up to

€76,800,000, composed of up to 30,000,000 common bearer

shares. The contingent capital increase will only be implemented

to the extent that the holders of convertible bonds or bonds with

warrants or conversion obligations issued for cash consideration

by MAN SE or its group companies by virtue of the authorizing

resolution of the Annual General Meeting on April 1, 2010 exercise

their conversion rights or options or fulfill their conversion obliga-

tions, and provided that other forms of settlement are not used.

The new shares carry dividend rights for the first time for the fiscal

year in which they are issued (Contingent Capital 2010).”

Furthermore article 4 (6) of the Articles of Association will be

deleted.

Report of the Executive Board in accordance with section 221 (4) sentence 2 in conjunction with section 186 (4) sentence 2 of the AktG

An adequate capital base is essential for a Company’s develop-

ment. Issuing convertible bonds / bonds with warrants (“bonds”) is

intended to enable the Company to be able to make use of financ-

ing opportunities, depending on the market situation, by raising

borrowed funds at attractive conditions.

ITEM

8


The authorization proposed provides for convertible bonds / bonds

with warrants or conversion obligations of up to €2,500,000,000

being issued in common shares of MAN SE. Up to 30,000,000 new

common bearer shares of MAN SE with a notional interest in the

share capital of up to €76,800,000 is to be available. If this authori-

zation were used in full, this would mean an increase in the current

share capital of around 20%. This authorization expires on March 31,

2015. The creation of Contingent Capital 2010 is intended to set-

tle any shares that may be issued by virtue of this authorization.

The authorization gives the Company the flexibility to issue bonds

itself or from a group company with options or conversion rights

on common shares of the Company or obligations to convert into

such shares. As a rule, shareholders are entitled to preemptive

rights for the bonds. However the Executive Board is also to be

authorized to disapply preemptive rights, with the consent of the

Supervisory Board:

Disapplication of preemptive rights in accordance with sec-

tion 186 (3) sentence 4 of the AktG

Disapplication of preemptive rights is only permissible if the offer

price of a bond against cash contributions is not materially lower

than its market value as provided for in section 186 (3) sentence 4

of the AktG. Furthermore, the disapplication of preemptive rights

within the meaning of section 186 (3) sentence 4 of the AktG only

applies to bonds with rights to shares which account for a maxi-

mum total amount of up to 10% of the share capital. Shares issued /

issuable or sold by direct or indirect application of this provision

during the term of this authorization by virtue of other authoriza-

tions count towards this limit until the time of utilization.

This gives the Company the opportunity to make use of favor-

able market circumstances quickly and at very short notice and

to obtain better conditions by stipulating terms that are in line with

the market. Stipulating terms that are in line with the market and

smooth placement would not be possible or would be difficult if

the preemptive rights had to be preserved.

Due regard is given to the interests of shareholders since the bonds

are not issued at a price that is materially lower than their theo-

retical market value. The theoretical market value of the bond must

be calculated in accordance with recognized financial mathemati-

cal methods. The Executive Board will keep the discount on the

market value as low as possible when fixing a price, taking the

current situation on the capital market into account. Thus the arith-

metic market value of a preemptive right would fall to almost zero

which means that it is not possible for the shareholders to suffer

a significant economic disadvantage by preemptive rights being

disapplied.

Disapplication of preemptive rights as protection against

dilution

Holders of bonds that have already been issued are usually entitled

to preemptive rights if partial use is made again of the authorization

to issue bonds, with the result that the conversion/option price of

the bonds already issued does not need to be discounted under the

existing conversion/option conditions (protection against dilution).

Disapplication of preemptive rights for fractional amounts

Furthermore, the Executive Board is to be authorized to disapply

the legal preemptive rights of the shareholders in order to be able

to settle any fractions that may arise when establishing the sub-

scription ratio.

Restriction of the authorization to 20% of the share capital if shareholders’ preemptive rights are disapplied

To protect the shareholders, the authorization to issue convertible

bonds or bonds with warrants or conversion obligations is restrict-

ed to the extent that following exercise of the options or conversion

rights or fulfillment of the conversion obligations, the total shares

issued while disapplying preemptive rights under Contingent Capi-

tal 2010 and/or under Authorized Capital 2010 may not exceed

20% of the current share capital at the time the authorization takes

ITEM

8


effect or – if the figure is lower – at the time use is made of the

authorization. Capital increases against cash contributions and

noncash contributions excluding preemptive rights in connection

with Authorized Capital 2010 and/or Contingent Capital 2010 must

be restricted in total to a maximum of € 75,284,480, corresponding

to 29,408,000 common shares. This does not affect the disappli-

cation of shareholders’ preemptive rights if shares were or are to be

issued to employees with management responsibility in connection

with Authorized Capital 2010.


General Meeting of the extent to which use has been made of such

authorization.

9. Amendment to the Articles of Association to create the option of appointing Executive Board members for up to six years

In accordance with article 46 (1) of the Council Regulation (EC)

on the Statute for a European company (SE Council Regulation),

executive board members of an SE may be appointed for a period

of up to six years. Use is intended to be made of this option.

The Executive and Supervisory Boards propose that the period

of no more than five years currently stipulated in the Articles of

Association for the appointment of Executive Board members be

extended to a maximum of six years and that article 5 (1) sentence

3 of the Articles of Association be reworded as follows:

“Members of the Executive Board are appointed for a period of up

to six years.”

10. Amendment to the Articles of Association to determine attendance fees for Supervisory Board members

Attendance of Supervisory Board members at meetings of the

Supervisory Board or its committees are now to be compen-

sated for by means of an attendance fee laid down in the Articles

of Association.


following resolutions be adopted:

In article 12 of the Articles of Association, a new paragraph (6) will

be inserted and worded as follows:

“(6) Members of the Supervisory Board receive an attendance fee

of €500 for each meeting of the Supervisory Board or of commit-

tees of the Supervisory Board that they attend.”

The current paragraph (6) will become paragraph (7) of article 12 of

the Articles of Association.

11. Amendments to the Articles of Association based on ARUG

The Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG –

German Act Implementing the Shareholders’ Rights Directive)

entered into force on September 1, 2009 and provides, among

other things, for changes to the forms required for proxies. Under

the ARUG, the Articles of Association can also permit the option of

absentee voting.


following resolutions be adopted:

Article 17 (2) of the Articles of Association will be reworded as

follows and a new paragraph (3) will be inserted:

“(2) Voting rights may also be exercised by proxy. Unless confer-

ment and revocation of authority and evidence of such authority to

the Company is otherwise regulated by law, authority, revocation

of it and proof of its conferment to the Company must be granted

in text form as defined by section 126b of the Bürgerliches Gesetz-

buch (BGB – German Civil Code) or conveyed in an electronic form

to be specified by the Company in the notice of the Annual General

ITEM

10

ITEM

11

ITEM

9

ITEM

8


Meeting. If the shareholder authorizes more than one person, the

Company may disallow one or more of them.

(3) The Executive Board is authorized to ensure that sharehold-

ers are also able to exercise their votes, even without attending

the Annual General Meeting, in writing or by means of electronic

communication (absentee voting). It is free to determine the details

of the absentee voting procedure.”

12. Appointment of auditors for the 2010 fiscal year

The Supervisory Board proposes that PricewaterhouseCoopers

Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Munich, be

appointed as auditors for the 2010 fiscal year.

Total number of shares and voting rights at the time of notice of the Annual General Meeting

At the time of notice of the Annual General Meeting, the Company

holds a share capital of €376,422,400, divided into 147,040,000

no-par value shares. Of the 147,040,000 no-par value shares,

140,974,350 are common shares and 6,065,650 are preferred

shares. Each common share carries one vote. As defined by the

Articles of Association, preferred shares carry attendance rights

but no voting rights. The Company holds none of its own shares.

Thus at the time of notice of the Annual General Meeting, a total

of 140,974,350 common shares carry voting rights.

Conditions for attending the Annual General Meeting and exercising voting rights

Participation at the Annual General Meeting and exercise of voting

rights require shareholders to register with the Company by the

end of March 25, 2010 (midnight / 24:00 hours) at the latest as well

as prove their ownership of Company shares.

Proof of ownership, which is generally issued by the depositary

bank, must indicate that shares were in possession by the be-

ginning (midnight / 00:00 hours) of March 11, 2010 (record date).

Participation at the Annual General Meeting and exercise of voting

rights as a shareholder is only recognized by the Company if proof

of the right to attend the Annual General Meeting or to exercise

voting rights has been provided. This means that shareholders who

have purchased their shares after the record date may not attend

the Annual General Meeting, nor do they have any voting rights at

the Annual General Meeting. The record date does not affect the

saleability of shares. The Company still allows shareholders who

sell their shares after the record date to attend the Annual General

Meeting and exercise their voting rights, provided that they have

registered and presented proof of ownership by the deadline. The

record date is not relevant to qualification for dividend.

Registration and proof of ownership must be made in text form

[as defined by section 126b of the Bürgerliches Gesetzbuch

(BGB – German Civil Code)] in either German or English and sent

to the Company at the following address:

MAN SE

c/o Computershare HV-Services AG

Prannerstr. 8

80333 Munich

Fax: +49. 89. 30903-74675

E-mail: [email protected]

Once the Company has received proof of ownership and registra-

tion at the above-mentioned address, shareholders, or the repre-

sentatives appointed by them, will be sent their entrance tickets for

the Annual General Meeting. In order to ensure that the entrance

tickets are received in time, shareholders are asked to contact their

depository bank and request their entrance tickets for attending

ITEM

12

ITEM

11


the Annual General Meeting as early as possible. In such cases,

registration and proof of share ownership will be sent to the Com-

pany by the respective bank. Shareholders who have requested an

entrance ticket to attend the Annual General Meeting from their de-

positary bank in good time do not need to take any further steps.

Procedure for casting votes by proxy

Shareholders who do not wish to attend the Annual General Meet-

ing in person can have their voting rights exercised by proxy, e.g.

a bank, a shareholders’ association, the representatives appointed

by the Company or another authorized third party. Even in these

cases, shareholders must have registered and provided proof of

ownership as of the record date by the deadlines.

Conferment and revocation of authority, and evidence of such

authority to the Company must be made in text form (as defined

by section 126b of the BGB) if either a bank or a shareholders’ as-

sociation, or any person or institution treated as such in accordance

with section 135 (8) and (10) of the AktG, is appointed as a proxy.

Distinctions generally need to be observed when authorizing

banks, shareholders’ associations, or any persons or institutions

treated as such in accordance with section 135 (8) and (10) of the

AktG. Shareholders who wish to authorize a bank, a sharehold-

ers’ associations or any persons or institutions treated as such in

accordance with section 135 (8) and (10) of the AktG are asked to

obtain information on any distinctions in conferment of authority

from the proxies to be appointed in the respective case and to

coordinate with them.

Shareholders who wish to authorize a representative are asked – if

the depository bank offers this – to either have an entrance ticket

issued directly in the representative’s name or to use the proxy

form provided by the Company to confer authority. The proxy form

also provides for subdelegation. This can be found on the back

of the entrance card sent to shareholders, or the representatives

that they have appointed, once the Company has received proof

of ownership and registration.

Appointment of a proxy can be evidenced by the proxy presenting

the entrance card or the authorization at the entry control point

on the day of the Annual General Meeting or by the shareholder

or his/her representative communicating evidence electronically

by providing the Company with a declaration to this effect using

the Internet-supported proxy system on the Company’s website at

www.man.eu/agm.

The Company also offers shareholders the option of authorizing

Company-designated proxies. In addition to authority, they must

also be issued with instructions on how to exercise the voting right.

The proxies must vote as instructed. The Company proxies are not

permitted to exercise the voting rights at their discretion. Confer-

ment of authority upon the Company-designated proxies, as well

as revocation and evidence of such authority, can be issued be-

fore the Annual General Meeting in text form as defined by section

126b of the BGB until the end of March 30, 2010 (midnight / 24:00

hours) at the latest. Shareholders are asked to use the relevant

form printed on the entrance card to confer authority upon the

Company-designated proxies and to issue them with instructions.

The shareholder may also confer authority upon a Company-des-

ignated proxy electronically, as well as revoke and evidence such

authority, during the Annual General Meeting and until the end of

the general debate using the Company’s Internet-supported proxy

system, which can be accessed at www.man.eu/agm. In order to

confer authority upon the Company-designated proxies electroni-

cally using the system and to issue them with instructions, share-

holders must have registered and communicated proof of owner-

ship by the deadlines and have ordered an entrance card.

If the shareholder authorizes more than one person, the Company

may disallow one or more of them.


Shareholders will receive further information on attending the

Annual General Meeting, appointing proxies and issuing instruc-

tions together with their entrance card. The relevant information

can also be found on the Internet at www.man.eu/agm.

Motions to extend the agenda at the request of a minority in accordance with article 56 sentences 2 and 3 of the SE Council Regulation, 50 (2) of the SE- Ausführungsgesetz (SEAG – German SE Implemen- tation Act) and section 122 (2) of the AktG

Shareholders whose shares separately or collectively amount to

a twentieth (5%) of the share capital or separately or collectively

amount to a notional interest of €500,000 (this corresponds to

195,313 shares, rounded up to the next highest full number of

shares) may request that items be placed on the agenda and be

made known. Each new item must be accompanied by a reason

or a proposed resolution. Requests to extend the agenda must

be received by the Company in writing at least 30 days before

the Annual General Meeting – not including the day of receipt and

the day of the Annual General Meeting – by the end of March 1,

2010 (midnight / 24:00 hours) at the latest. Extension requests

received after this date will not be considered. Shareholders are

asked to send any corresponding supplement requests to the

following address:

MAN SE

– Executive Board –

Annual General Meeting/L

Ungererstr. 69

80805 Munich

Fax: + 49. 89. 36098-68281

E-mail: [email protected]

Requests to extend the agenda that have to be announced will

be published in the elektronischer Bundesanzeiger without delay

after they are received – unless they are published with the notice

of the meeting – and passed on for publication to media that can

be expected to disseminate the information throughout the entire

European Union. They will also be published on the website at

www.man.eu/agm and communicated to shareholders.

Counter-motions and nominations in accordance with sections 126 (1) and 127 of the AktG

Shareholders may also propose counter-motions to Executive

Board and / or Supervisory Board proposals for specific items

on the ageda to the Company as well as submit nominations

for the election of Supervisory Board members (item 5 on the

agenda) or appointment of the auditor (item 12 on the agenda).

Counter-motions must be accompanied by a reason but nomina-

tions do not. In each case, the counter-motions and nominations

of shareholders for the Annual General Meeting must only be

sent to the address above which is also to be used for motions to

extend the agenda. Counter-motions and / or nominations other-

wise addressed will not be considered.

The counter-motions and nominations of shareholders that must be

received by the Company at the aforementioned address at least

14 days before the Annual General Meeting – not including the day

of receipt and the day of the Annual General Meeting – i.e. by the

end of March 17, 2010 (midnight / 24:00 hours) at the latest, will

be published without delay on the website at www.man.eu/agm

together with the name of the shareholder, the reason and any

comment by the Management (section 126 (1) sentence 3 and

section 127 sentence 1 of the AktG).

The Company may refrain from disclosing a counter-motion and its

reason or a nomination if circumstances for exclusions under sec-

tion 126 (2) of the AktG apply. The circumstances for exclusion are

presented on the Company website at www.man.eu/agm. Nomi-

nations will also only be published if they include the candidate’s

name, occupation held and place of residence and, in the case of


nominations for elections to the Supervisory Board, additional infor-

mation on their membership in other statutory supervisory bodies.

Apart from the above, counter-motions are only made if they are

made verbally during the Annual General Meeting. This does not

affect the right of every shareholder to propose counter-motions to

different items on the agenda, even without communicating coun-

ter-motions prior to the deadlines.

Right to information in accordance with section 131 (1) of the AktG

Every shareholder is entitled to information from the Executive

Board on the Company affairs, including the Company’s legal and

business relations with affiliated companies, and on the position

of the Group and the companies included in the consolidated

financial statements, upon request in the Annual General Meeting

to the extent that it is required to make an informed judgment on

any given agenda item. Requests for information must be made

verbally at the Annual General Meeting in the discussion.

In accordance with article 16 (4) of the Company’s Articles of

Association, the chair of the meeting can limit the sharehold-

ers’ right to pose questions and speak as appropriate. The Ex-

ecutive Board is also authorized to refuse to provide information

in specific cases regulated by section 131 (3) of the AktG. The

circumstances under which the Executive Board is entitled to

refuse to provide information are presented on the Company’s

website at www.man.eu/agm.

Detailed explanations on the Company’s website and publications in other media

This invitation to the Annual General Meeting, the documents to be

made available to the Annual General Meeting, together with the

information required under section 124a of the AktG, shareholder

motions and detailed explanations of the rights of the shareholders

in accordance with article 56 sentences 2 and 3 of the SE Council

Regulation, 50 (2) of the SEAG, sections 122 (2), 126 (1), 127 and

131 (1) of the AktG, will be accessible on the Company‘s website at

www.man.eu/agm following notice of the Annual General Meeting.

The documents to be made available will also be accessible during

the Annual General Meeting on April 1, 2010.

Notice of the Annual General Meeting is published in the elektro-

nischer Bundesanzeiger of February 18, 2010 and was passed on

for publication to media that can be expected to disseminate the

information throughout the entire European Union.

Broadcast of the Annual General Meeting on the Internet

All shareholders of MAN SE and the interested public can follow

the entire Annual General Meeting live on the Internet (www.man.

eu/agm) from 10:00 a.m. on April 1, 2010 on the order of the chair

of the meeting. More information on this can also be found on the

Internet at www.man.eu/agm. Recordings of the opening of the

Annual General Meeting by the chair and the CEO’s speech will

also be available after the Annual General Meeting.

Munich, February 18, 2010

The Executive Board

MAN Annual General Meeting36

MAN SE

Ungererstr. 69

80805 Munich

Germany

www.man.eu

Annual General Meeting 10 20 - MAN SE€¦ · General Meeting of Munich-based MAN SE at 10:00 a.m....

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