Sec. 289 (4) and Sec. 315 (4) HGB require additional information in the man- agement report and group management report on certain features of the capital and shareholder structure as well as certain arrangements which might be of significance in the event of an acquisition:
1. The share capital of Celesio AG amounted to EUR 260,122,792.96 as of the end of the reporting year and was divided into 203,220,932 no-par value registered shares. The proportionate nominal value per share is EUR 1.28. 2. Each share in Celesio AG is given one vote. There are no shares with multi-
ple, preferential or maximum voting rights. Celesio is not aware of any limi- tations of voting rights arising from shares nor of any limitations on the transferability of shares.
3. At the end of the reporting period the shareholding of McKesson Corpora- tion and its affiliates (mainly McKesson Deutschland GmbH & Co. KGaA) was 76%. Beyond that, there were no shareholdings in Celesio of more than 10%. 4. A domination and profit and loss transfer agreement between McKesson
Deutschland GmbH & Co. KGaA and Celesio AG is effective.
5. Employees with shares in the capital of the company may exercise their con- trol rights directly.
6. a) The appointment and dismissal of members of the Management Board is determined in accordance with Secs. 84 and 85 AktG.
b) Any amendment of the articles of association requires a resolution to be taken at the Annual General Meeting in accordance with Secs. 179 and 133 AktG. Provided that no articles or mandatory legal provisions stipu- late otherwise, the resolutions are passed with a simple majority of the votes cast and, provided the law stipulates a capital majority in addition to a majority of votes cast, by a simple majority of the share capital rep- resented. Pursuant to Art. 5 (10) of the articles of association of Celesio AG, the Supervisory Board is only authorised to make amend- ments to the articles of association to the extent that they merely affect the wording. For the Supervisory Board to pass this resolution a majority of the votes cast suffices.
7. a) By resolution of the Annual General Meeting of 17 May 2011, the Man- agement Board is authorised to increase the share capital of the company on or before 16 May 2016 with the consent of the Supervisory Board by issuing new no-par value registered shares in return for cash contribu-
Celesio AG 2015 Background of the group/Business activity and organisation
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tions or contributions in kind on one or more occasions by a maximum of EUR 65,318,400 (authorised capital 2011). The Management Board is au- thorised, with the consent of the Supervisory Board, to define further de- tails of the capital increase and its execution, in particular the content of the share rights and the conditions governing the issue of shares, pursu- ant to the conditions of consent and to exclude subscription rights in cer- tain cases (Art. 3 No. 3 of the articles of association of Celesio AG). b) By resolution of the Annual General Meeting of 16 May 2012, the Man-
agement Board is authorised to increase the share capital of the company on or before 15 May 2017 with the consent of the Supervisory Board by issuing new no-par value registered shares in return for cash contribu- tions on one or more occasions by a maximum of EUR 43,545,600 (au- thorised capital 2012). Furthermore, the Management Board is author- ised, with the consent of the Supervisory Board, to define further details of the capital increase and its execution, in particular the content of the share rights and the conditions governing the issue of shares, pursuant to the conditions of consent and to exclude subscription rights in certain cases (Art. 3 No. 2 of the articles of association of Celesio AG).
c) By resolution of the Annual General Meeting of 16 May 2013, the Man- agement Board is authorised, with the consent of the Supervisory Board, to issue registered option bonds and/or convertible bonds (together: bonds) on one or more occasions with a total nominal value of up to EUR 500m on or before 15 May 2018 and to grant the holders of regis- tered option bonds and the holders of convertible bonds options and conversion rights, respectively, for registered shares in the company with a share in the share capital of the company of up to EUR 21,772,800 in accordance with the precise conditions of the options or convertible bonds, and to exclude shareholders’ subscription rights in accordance with the resolution of the Annual General Meeting. In accordance with Art. 3 (4) of the articles of association, the share capital can be contin- gently increased by up to EUR 21,772,800, split into 17,010,000 no-par value registered shares (contingent capital 2013) and the Management Board is authorised, with the consent of the Supervisory Board, to define further details of the execution of the conditional capital increase pursu- ant to the conditions of consent.
d) In the event of the share capital being increased, the distribution of prof- its may be determined in derogation of Sec. 60 AktG.
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Background of the group/Business activity and organisation Celesio AG 2015e) The company may acquire treasury shares with the intention of offering them as part of the employee share programme to persons who are or were employed by the company or an affiliate.
f) By resolution of the Annual General Meeting of 16 May 2012, the com- pany is authorised until 15 May 2017 to purchase treasury shares total- ling up to 10% of the share capital on the resolution date or the share capital on the date this authorisation is exercised, if lower. The resolution of the Annual General Meeting determines the rights of the individual Management Board members in connection with the acquisition and use, including exclusion of put options upon acquisition or subscription rights upon use.
g) The entitlement of the shareholders to securitise their shares is excluded. 8. The terms of the bonds issued by Celesio Finance B.V. and guaranteed by
Celesio AG on 26 April 2010 and 18 October 2012 provide for a right of the bond creditors to terminate the bonds prematurely in case of a change of control. A change of control is deemed to occur when a third party's interest reaches more than 50% of the shares in Celesio AG and a rating of a rating agency with a specific rating is not obtained within a set timeframe. Furthermore, the syndicated loan agreement concluded on 12 February 2013 entitles the creditor banks to terminate their invest- ment commitment in the facility prematurely within a specified period in the event of a change in control and to declare any possible outstanding loans under the syndicated loan agreement as due. A change of control is deemed to occur when a third party's interest reaches more than 50% of the shares in Celesio AG as a result of a takeover offer.
For the entire Management Board, severance pay is capped in accord- ance with the recommendations of the German Corporate Governance Code.
The Management Board has considered the mandatory information pursuant to Secs. 289 (4) and 315 (4) HGB. It confirms the regulations in place at Celesio and sees no reason for any change. The mandatory information pertaining to features of the capital and shareholder structure reflects the main current content of the articles of association of Celesio AG.
Celesio AG 2015 Market and strategy