Annual General Meeting 2013

The Annual General Meeting of Celesio AG took place on 16 May 2013 at the Porsche-Arena in Stuttgart.

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.

Documents of the annual general meeting as an overview:

Invitation to the Annual General Meeting on 16 Mai 2013

Annual General Meeting related documents

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.

Documents on agenda item 1

Annual Report 2012 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 2.6 MB)

List of shareholdings of the Celesio Group (PDF 19 KB)

Financial statements 2012 of Celesio AG, in German (PDF 287 KB)

List of shareholdings of the Celesio AG (PDF 22 KB)

Proposal of the Management Board for the appropriation of net retained profit (page 327) (PDF 2.6 MB)

Documents on agenda item 7

Complementary information pursuant to German Corporate Governance Code No. 5.4.1 (4) to (6) and § 125 (1) sentence 5 German Companies Act (Aktiengesetz,“AktG”) (PDF 210 KB)

Curricula vitae of the candidates for the election of the Supervisory Board

Dr. Florian Funck
Stephan Gemkow (Vorsitzender)
Pauline Lindwall
W.M. Henning Rehder
Patrick Schwarz-Schütte
Hanspeter Spek

Documents on agenda item 9

Report of the Management Board pursuant to § 221 (4) sentence 2 in conjunction with § 186 (4) sentence 2 German Companies Act (Aktiengesetz,“AktG”) (PDF 207 KB)

Further documents

Explanations concerning shareholders' rights pursuant to §§ 122 (2), 126 (1), 127, 131 (1) AktG (PDF, 35 KB) (PDF 32 KB)

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.

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.

Speech of the Chairman of the Management Board

Video

Link zum Video

Speech of Markus Pinger, Chairman of the Management Board and Chief
Executive Officer

- The spoken word is valid -

Speech

Download (PDF 66 KB)

Presentation

Download (PDF 0.6 MB)

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 16 May 2013
Download voting results (PDF 64 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 -

The Annual General Meeting of Celesio AG on 16 May 2013 has resolved that an ordinary dividend of 0.30 euros per non-par share be paid out of the net retained profit of 53,523,005 euros reported for financial year 2012 on the share capital of 217,728,000 euros.

The dividend will be paid on 17 May 2013 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.

Central paying agent is Commerzbank AG, Frankfurt am Main.

Stuttgart, May 2012
Celesio AG
The Management Board