Annual General Meeting 2011

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 takes place on 17 May 2011 at 10.00 a.m. at the Porsche-Arena in Stuttgart and has been convened by publication of the invitation in the electronic Federal Gazette on 6 April 2011.

Documents of the annual general meeting on 17 May 2011 as an overview:

Invitation to the Annual General Meeting

The Annual General Meeting of Celesio AG takes place on 17 May 2011 at 10.00 a.m. at the Porsche-Arena in Stuttgart and has been convened by publication of the invitation in the electronic Federal Gazette on 6 April 2011.

Invitation to the 2011 Annual General Meeting (PDF 89 KB)

Agenda related documents

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:

Annual Report 2010 (PDF 3 MB)

Celesio AG - Financial statements 2010 (PDF 215 KB)

Aufstellung des Anteilsbesitzes des Celesio Konzerns (PDF 3.1 MB)

Aufstellung des Anteilsbesitzes der Celesio AG (PDF 1.7 MB)

Counter proposals, proposed ballots and requests for supplements of shareholders

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.

No counter proposals, proposed ballots or requests for supplements of shareholders were received within the statutory time period that would have had to be published.

Dividend announcement

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.

- ISIN DE000CLS1001 -
- SCN CLS 100 -

The Annual General Meeting of Celesio AG on 17 May 2011 has resolved that an ordinary dividend of 0.50 euros per non-par share be paid out of the net retained profit of 85,050,000 euros reported for financial year 2010 on the share capital of 217,728,000 euros.

The dividend will be paid on 18 May 2011 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 (Nichtveranlagungsbescheinigung) 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 2011
Celesio AG
The Management Board

Voting results

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.

Voting results of the Annual General Meeting of Celesio AG on 17 May 2011

At the special ballot 130,696,965 shares representing the same amount of votes were present, making up a presence of 76.84 % the total amount of issued shares of the company.

Special ballot

The proposal by shareholders Gäbler and Schad for individual voting on the resolution to ratify the actions of the members of the Supervisory Board, with 94,229,871 shares for which valid votes have been cast, equalling 55.40 % of the issued share capital and 72.10 % of the authorised capital present at the Annual General Meeting, received

65,012 affirmative votes
94,164,859 negative votes
36,467,094 non-votings

and was thereby not approved with 99.93 % of the valid votes.

At ballot for items 2 - 7 of the agenda 130,695,965 shares representing the same amount of votes were present, making up a presence of 76.83 % 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 – Resolution on the appropriation of net retained profit for financial year 2010 –, as published in the German Federal Gazette on 6 April 2011, with 130,642,309 shares for which valid votes have been cast, equalling 76.80 % of the issued share capital and 99.96 % of the authorised capital present at the Annual General Meeting, received

130,623,324 affirmative votes
18,985 negative votes
48,973 non-votings

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

Item 3 of the agenda

The proposal of the management board and supervisory board regarding item 3 of the agenda – Resolution to ratify the actions of the members of the Management Board for financial year 2010 –, as published in the German Federal Gazette on 6 April 2011, with 130,012,462 shares for which valid votes have been cast, equalling 76.43 % of the issued share capital and 99.48 % of the authorised capital present at the Annual General Meeting, received

129,069,234 affirmative votes
943,228 negative votes
678,820 non-votings

and was thereby approved with 99.27 % of the valid votes and therefore with the necessary majority.

Item 4 of the agenda

The proposal of the management board and supervisory board regarding item 4 of the agenda – Resolution to ratify the actions of the members of the Supervisory Board for financial year 2010 –, as published in the German Federal Gazette on 6 April 2011, with130,000,355 shares for which valid votes have been cast, equalling 76.43 % of the issued share capital and 99.47 % of the authorised capital present at the Annual General Meeting, received

126,793,155 affirmative votes
3,207,200 negative votes
690,927 non-votings

and was thereby approved with 97.53 % of the valid votes and therefore with the necessary majority.

Item 5 of the agenda

The proposal of the supervisory board regarding item 5 of the agenda – Election of the auditor and Group auditor for financial year 2011 –, as published in the German Federal Gazette on 6 April 2011, with 130,623,391 shares for which valid votes have been cast, equalling 76.79 % of the issued share capital and 99.94 % of the authorised capital present at the Annual General Meeting, received

130,419,253 affirmative votes
204,138 negative votes
67,891 non-votings

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

Item 6 of the agenda

The proposal of the management board and supervisory board regarding item 6 of the agenda – Resolution on the rescission of Authorised Capital 2009 and the creation of a new Authorised Capital (Authorised Capital 2011), the exclusion of preemptive subscription rights and the corresponding amendment to the Articles of Association –, as published in the German Federal Gazette on 6 April 2011, with 130,604,710 shares for which valid votes have been cast, equalling 76.78 % of the issued share capital and 99.93 % of the authorised capital present at the Annual General Meeting, received

104,038,664 affirmative votes
26,566,045 negative votes
86,572 non-votings

and was thereby approved with 79.66 % of the valid votes and therefore with 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 – Resolution on the amendment to the Articles of Association; Absentee ballot voting –, as published in the German Federal Gazette on 6 April 2011, with 130,630,844 shares for which valid votes have been cast, equalling 76.80 % of the issued share capital and 99.95 % of the authorised capital present at the Annual General Meeting, received

130,604,908 affirmative votes
25,936 negative votes
60,438 non-votings

and was thereby approved with 99.98 % of the valid votes and therefore with the necessary majority.

Voting results of the Annual General Meeting of Celesio AG on 17 May 2011

At the special ballot 130,696,965 shares representing the same amount of votes were present, making up a presence of 76.84 % the total amount of issued shares of the company.

Special ballot

The proposal by shareholders Gäbler and Schad for individual voting on the resolution to ratify the actions of the members of the Supervisory Board, with 94,229,871 shares for which valid votes have been cast, equalling 55.40 % of the issued share capital and 72.10 % of the authorised capital present at the Annual General Meeting, received

65,012 affirmative votes
94,164,859 negative votes
36,467,094 non-votings

and was thereby not approved with 99.93 % of the valid votes.

At ballot for items 2 - 7 of the agenda 130,695,965 shares representing the same amount of votes were present, making up a presence of 76.83 % 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 – Resolution on the appropriation of net retained profit for financial year 2010 –, as published in the German Federal Gazette on 6 April 2011, with 130,642,309 shares for which valid votes have been cast, equalling 76.80 % of the issued share capital and 99.96 % of the authorised capital present at the Annual General Meeting, received

130,623,324 affirmative votes
18,985 negative votes
48,973 non-votings

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

Item 3 of the agenda

The proposal of the management board and supervisory board regarding item 3 of the agenda – Resolution to ratify the actions of the members of the Management Board for financial year 2010 –, as published in the German Federal Gazette on 6 April 2011, with 130,012,462 shares for which valid votes have been cast, equalling 76.43 % of the issued share capital and 99.48 % of the authorised capital present at the Annual General Meeting, received

129,069,234 affirmative votes
943,228 negative votes
678,820 non-votings

and was thereby approved with 99.27 % of the valid votes and therefore with the necessary majority.

Item 4 of the agenda

The proposal of the management board and supervisory board regarding item 4 of the agenda – Resolution to ratify the actions of the members of the Supervisory Board for financial year 2010 –, as published in the German Federal Gazette on 6 April 2011, with130,000,355 shares for which valid votes have been cast, equalling 76.43 % of the issued share capital and 99.47 % of the authorised capital present at the Annual General Meeting, received

126,793,155 affirmative votes
3,207,200 negative votes
690,927 non-votings

and was thereby approved with 97.53 % of the valid votes and therefore with the necessary majority.

Item 5 of the agenda

The proposal of the supervisory board regarding item 5 of the agenda – Election of the auditor and Group auditor for financial year 2011 –, as published in the German Federal Gazette on 6 April 2011, with 130,623,391 shares for which valid votes have been cast, equalling 76.79 % of the issued share capital and 99.94 % of the authorised capital present at the Annual General Meeting, received

130,419,253 affirmative votes
204,138 negative votes
67,891 non-votings

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

Item 6 of the agenda

The proposal of the management board and supervisory board regarding item 6 of the agenda – Resolution on the rescission of Authorised Capital 2009 and the creation of a new Authorised Capital (Authorised Capital 2011), the exclusion of preemptive subscription rights and the corresponding amendment to the Articles of Association –, as published in the German Federal Gazette on 6 April 2011, with 130,604,710 shares for which valid votes have been cast, equalling 76.78 % of the issued share capital and 99.93 % of the authorised capital present at the Annual General Meeting, received

104,038,664 affirmative votes
26,566,045 negative votes
86,572 non-votings

and was thereby approved with 79.66 % of the valid votes and therefore with 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 – Resolution on the amendment to the Articles of Association; Absentee ballot voting –, as published in the German Federal Gazette on 6 April 2011, with 130,630,844 shares for which valid votes have been cast, equalling 76.80 % of the issued share capital and 99.95 % of the authorised capital present at the Annual General Meeting, received

130,604,908 affirmative votes
25,936 negative votes
60,438 non-votings

and was thereby approved with 99.98 % of the valid votes and therefore with the necessary majority.

 

The speech of the Chairman of the Management Board

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


- The spoken word is valid -

For Download (PDF 65 KB)