Annual General Meeting 2009

The annual general meeting of Celesio AG took place on Friday, 8 May 2009 at 10.00 a.m. in the Porsche Arena in Stuttgart, Germany.

Documents of the annual general meeting on 8 May 2009 as an overview:

Invitation to the 2009 Annual General Meeting

Documents on agenda item 1

Invitation / agenda

Convenience 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 documents regarding the items of the agenda can be downloaded here:

Documents on agenda item 1

Annual Report 2008 of the Celesio Group (PDF 3.4 MB)

List of consolidated group companies 2008 (PDF 130 KB)

Financial statements 2008 of Celesio AG (PDF 0.9 MB)

List of Shareholdings 2008 (PDF 50 KB)

Counter proposals and proposed ballots from shareholders

No counter proposals or proposed ballots of shareholders were received within the statutory time period that would have had to be published in accordance with § 126 and § 127 Companies Act.

Dividend announcement

- Securities code number CLS 100 -
- ISIN: DE000CLS1001 -

The Annual General Meeting of Celesio AG on 8 May 2009 has resolved that an ordinary dividend of 0.48 euros per non-par share be paid out of the net retained profit of 81,648,000 euros reported for financial year 2008 on the share capital of 217,728,000 euros.

The dividend will be paid on 11 May 2009 by Clearstream Banking AG, Frankfurt am Main, via the custodian banks, subject to a deduction of 25% capital gains tax and 5.5% solidarity surcharge on the investment income tax (in total 26.375%); no further action on the part of the shareholders is necessary.

For shareholders who are resident taxpayers in Germany, the capital gains tax (plus solidarity surcharge) withheld are imputed towards the income tax or corporate tax (plus solidarity surcharge) assessed, unless the deduction of capital gains tax discharges the tax liability arising from the investment income (so-called final withholding tax on investment income).

The capital gains tax plus solidarity surcharge are not deducted for those shareholders subject to unlimited tax liability who have submitted to their custodian bank a non-assessment note (Nicht-Veranlagungsbescheinigung) obtained from the competent Tax Office. The same shall apply in whole or in part for shareholders who have submitted an exemption order (Freistellungsauftrag) to their custodian banks, unless the exemption amount reported in such order is already credited towards other investment income.

For shareholders domiciled outside Germany, the capital gains tax including solidarity surcharge withheld may be reduced under double taxation agreements existing between the Federal Republic of Germany and the respective foreign state in which the shareholder resides. Applications for the reimbursement of the amount reduced may be sent to the Federal Central Tax Office.


Stuttgart, May 2009
Celesio AG
The Management Board

Voting results

Voting results of the annual general meeting of Celesio AG on 8 May 2009

At the ballot for items 2 - 9 of the agenda 133,538,309 shares representing the same amount of votes were present, making up a presence of 78.51% the total amount of issued shares of the company.

Item 2 of the agenda

The proposal of the management board and supervisory board regarding item 2 of the agenda - appropriation of the net income -, as published in the German Federal Gazette on 27 March 2009, received

133,094,668 affirmative votes 
17,537 negative votes 
337,823 non-votings

and was thereby approved with 99.99% of the valid votes. 

Item 3 of the agenda

The proposal of the management board and supervisory board regarding item 3 of the agenda - discharge from responsibility of the members of the management board -, as published in the German Federal Gazette on 27 March 2009, received

132,972,333 affirmative votes 
385,663 negative votes 
52,339 non-votings

and was thereby approved with 99.71% of the valid votes. 

Item 4 of the agenda

The proposal of the management board and supervisory board regarding item 4 of the agenda - discharge from responsibility of the members of the supervisory board -, as published in the German Federal Gazette on 27 March 2009, received

133,019,409 affirmative votes 
386,276 negative votes 
44,343 non-votings

and was thereby approved with 99.71% of the valid votes. 

Item 5 of the agenda

The proposal of the supervisory board regarding item 5 of the agenda - choice of auditors and group auditors -, as published in the German Federal Gazette on 27 March 2009, received

133,369,644 affirmative votes 
58,496 negative votes 
21,888 non-votings

and was thereby approved with 99.96% of the valid votes. 

Item 6 of the agenda

The proposal of the supervisory board regarding item 6 of the agenda - authorisation of the acquisition and use of own shares -, as published in the German Federal Gazette on 27 March 2009, received

132,414,887 affirmative votes 
991,613 negative votes 
43,212 non-votings

and was thereby approved with 99.26% of the valid votes and the necessary three quarter majority.

Item 7 of the agenda

The proposal of the management board and supervisory board regarding item 7 of the agenda - creation of a new Authorised Capital -, as published in the German Federal Gazette on 27 March 2009, received

105,072,136 affirmative votes 
28,295,648 negative votes 
82,044 non-votings

and was thereby approved with 97.78% of the valid votes and the necessary three quarter majority.

Item 8 of the agenda

The proposal of the management board and supervisory board regarding item 8 of the agenda - authorisation to issue bonds with warrants or convertible bonds including amendment to the Articles of Association -, as published in the German Federal Gazette on 27 March 2009, received

106,281,157 affirmative votes 
27,081,702 negative votes 
86,969 non-votings

and was thereby approved with 79.69% of the valid votes and the necessary three quarter majority. 

Item 9 of the agenda

The proposal of the management board and supervisory board regarding item 9 of the agenda - election to the supervisory board - concerning the election of Mr Henning Rehder received the following votes:

133,207,918 affirmative votes 
213,421 negative votes 
28,279 non-votings

and was thereby approved with 99.84% of the valid votes.

 

Speech by Dr Fritz Oesterle, Chairman of the Management Board

Celesio Annual General Meeting 2009

The speech of Dr Fritz Oesterle, Chairman of the Management Board and Chief Executive Officer.

The spoken word counts.

Speech by Dr Fritz Oesterle (PDF 56 KB)