Annual General Meeting 2015

The Annual General Meeting of Celesio AG took place on 11 August 2015 at 10.00 a.m. at the Porsche-Arena in Stuttgart and was convened by publication of the invitation in the Federal Gazette on 3 July 2015.

Invitation including agenda

Courtesy Translation. This translation is legally irrelevant and a working translation only. Legally binding and relevant, particularly in case of any discrepancies, is solely the German text.

The Annual General Meeting of Celesio AG will take place on 11 August 2015 at 10:00 a.m. at the Porsche-Arena in Stuttgart and has been convened by publication of the invitation in the Federal Gazette on 3 July 2015.

Invitation to the Annual General Meeting on 11 August 2015 (PDF 473 KB)

Annual General Meeting related documents

Documents on agenda item 1

Annual Report 2014 including the financial statements, the combined management report for Celesio AG and the Group, including the explanatory report of the Management Board on the disclosures pursuant to §§ 289 (4) and (5), 315 (4) German Commercial Code (Handelsgesetzbuch, “HGB”) and the report of the Supervisory Board (PDF 2.1 MB)

List of shareholdings of the Celesio Group as of 31 December 2014 (PDF 41 KB)

Financial statements fiscal year 2014 of Celesio AG (PDF 0.5 MB)

List of shareholdings of Celesio AG as of 31 December 2014 (PDF 30 KB)

Documents on agenda item 2

Annual Report 2015 including the financial statements, the combined management report for Celesio AG and the Group, including the explanatory report of the Management Board on the disclosures pursuant to §§ 289 (4) and (5), 315 (4) German Commercial Code (Handelsgesetzbuch, “HGB”) and the report of the Supervisory Board (PDF 1.7 MB)

List of shareholdings of the Celesio Group as of 31 March 2015 (PDF 41 KB)

Financial statements short fiscal year 2015 of Celesio AG (PDF 417 KB)

List of shareholdings of the Celesio AG as of 31 March 2015 (PDF 27 KB)

Documents on agenda item 3

Proposal of the Management Board for the appropriation of net retained profit fiscal year 2014 (page 374) (PDF 2.2 MB)

Documents on agenda item9

Complementary information pursuant to German Corporate Governance Code No. 5.4.1 (4) to (6) and § 125 (1) sentence 5 German Stock Corporation Act (Aktiengesetz, “AktG”) (page 7) (PDF, 473 KB) (PDF 473 KB)

Curriculum vitae of the candidate for the election of the Supervisory Board James A. Beer

Documents on agenda item11

Report of the Management Board on the exclusion of shareholders' subscription rights pursuant to § 203 (2) sentence 2 in conjunction with § 186 (4) sentence 2 German Stock Corporation Act (Aktiengesetz, “AktG”) (page 11 et seq.) (PDF 473 KB)

Further documents

Further explanations concerning shareholders’ rights pursuant to §§ 122 (2), 126 (1) 127 and 131 (1) German Stock Corporation Act (Aktiengesetz, “AktG”) (PDF 123 KB)

Information regarding proxy to third parties, proxy and instruction to the company-appointed proxies and voting by postal ballot (PDF 101 KB)

Annual General Meeting Online Service

Ordering admission tickets, issuing and revoking proxies and instructions and voting by postal ballot using the Annual General Meeting Online Service

Courtesy Translation. This translation is legally irrelevant and a working translation only. Legally binding and relevant, particularly in case of any discrepancies, is solely the German text.

Registered shareholders are able to make use of the Annual General Meeting Online Service to order admission tickets for the Annual General Meeting, to authorize a third party, to issue and revoke proxies and instructions granted to Company-appointed representatives and to vote by postal ballot. Registered shareholders will receive the required forms along with their invitation to attend the Annual General Meeting.

Annual General Meeting Online Service

For questions and remarks on our Annual General Meeting Online Service please contact our service partner Computershare Monday to Friday from 8 a.m. to 6 p.m.:

Telephone: +49 (0) 89-30903-6331
E-Mail: aktionaersportal@computershare.de

Counter proposals, proposed ballots and requests for supplement of shareholders

Courtesy Translation. This translation is legally irrelevant and a working translation only. Legally binding and relevant, particularly in case of any discrepancies, is solely the German text.

Counter proposals, proposed ballots and requests for supplement of shareholders that have to be disclosed and have been received in time at the address given in the invitation will be made available here promptly.

Supplement request Magnetar Capital Master Fund Limited, Grand Cayman, Magnetar Global Event Driven Master Fund Limited, Grand Cayman, Hipparchus Master Fund Limited, Grand Cayman, and Spectrum Opportunities Master Fund Limited, Grand Cayman (PDF 121 KB)

Counter proposal Magnetar Capital Master Fund Limited, Grand Cayman, Magnetar Global Event Driven Master Fund Limited, Grand Cayman, Hipparchus Master Fund Limited, Grand Cayman, and Spectrum Opportunities Master Fund Limited, Grand Cayman (PDF 108 KB)

Voting results

Courtesy Translation. This translation is legally irrelevant and a working translation only. Legally binding and relevant, particularly in case of any discrepancies, is solely the German text.

Voting results of the Annual General Meeting of Celesio AG on 11 August 2015.

Download voting results (PDF 96 KB)

Dividend announcement

Courtesy Translation. This translation is legally irrelevant and a working translation only. Legally binding and relevant, particularly in case of any discrepancies, is solely the German text.

ISIN: DE000CLS1001, WKN: CLS 100

Download dividend announcement (PDF 78 KB)

Directions

Courtesy Translation. This translation is legally irrelevant and a working translation only. Legally binding and relevant, particularly in case of any discrepancies, is solely the German text.

Directions to the Annual General Meeting of Celesio AG on 11 August 2015, 10.00 a.m. at the Porsche-Arena, Mercedesstrasse 69, 70372 Stuttgart / Germany.

Directions to the Porsche-Arena (page 25 et seq.) (PDF 473 KB)