NOTAS SOBRE EL DISEÑO DE LAS HOJAS DE CÁLCULO

Our cooperation with the Management Board in the past fiscal year was once again characterised by in-depth and frank exchange based on mutual trust. The Management Board reported regularly and extensively to the Supervisory Board and its Chairman on the situation of the company, both in writing and by means of oral communication. Our work together focused on the earnings, financial position and assets position of the group, the development of business in the divisions, the development of the market environment, corporate strategy and planning as well as portfolio considerations. For instance, the Management Board discussed the implementation of the group’s strategic realignment with us at length. We also examined the topics risk management, compliance and diversity management.

Any deviations from the planned business performance were explained indi- vidually by the Management Board and discussed by the Supervisory Board. Where required by law, the articles of association or the rules of procedure, the Management Board submitted all of its reports and resolution proposals to the Supervisory Board, which approved them following careful consideration.

Meetings

The Supervisory Board held four ordinary and nine extraordinary meetings in 2012. In preparation for the meetings, the Management Board sent written reports and resolution proposals to the Supervisory Board.

The average attendance rate of the Supervisory Board members was just under 90% and every member attended at least half of the meetings. We also maintained close contact with the Management Board between meetings. The Chairman of the Supervisory Board regularly discussed the current business performance, significant transactions and strategy with the Chairman of the Management Board.

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At the first extraordinary meeting, held on 8 March 2012, the Supervisory Board passed a resolution adjusting the Management Board compensation structure for all members and approving the adapted contracts accordingly. Discussions at this meeting also focused on the implementation of the strategic realignment as well as potential plans to bring forward the acquisition of all outstanding shares in the Brazilian wholesaler Panpharma.

The first ordinary meeting of the Supervisory Board took place on 22 March 2012 and addressed the separate financial statements of Celesio AG and the consolidated financial statements for the 2011 fiscal year as well as the dependent company report.

We approved them following detailed examination and discussion, based on the recommendation of the Audit Committee and taking into account the audit reports issued by the independent auditor. The Supervisory Board also passed resolutions on the report of the Supervisory Board, the joint Corporate Governance Report of the Management Board and Supervisory Board as well as the proposed resolutions, including the proposal to the annual general meeting on 16 May 2012 to issue a dividend as well as the exercise of ownership rights pursuant to Sec. 32 Mitbestimmungsgesetz (MitbestG, Codetermination Act) (authorization of the shareholder representatives of Celesio AG’s Management Board to exonerate the general managers and Supervisory Board of GEHE Pharma Handel GmbH). Furthermore, we passed resolutions regarding Management Board remuneration in line with the scheduled review process and discussed at length the Celesio group’s new organizational structure and the Panpharma acquisition project.

The extraordinary meeting on 26 April 2012 was devoted entirely to the resolution on the early acquisition of the outstanding shares (49.9 percent) in the Brazilian wholesaler Panpharma.

The Management Board provided a detailed report on the current status of potential divestments and updated us on the progress of key IT projects at the ordinary meeting of 16 May 2012, where we also dealt with the engagement of the auditor for the separate and consolidated financial statements and for the review of the interim reports. Furthermore, we discussed the development of business in the first quarter and prepared for the annual general meeting.

The extraordinary meeting of 16 May 2012 was held directly after the annual general meeting. The Supervisory Board elected Dr Florian Funck as a new member of the Audit Committee and W.M. Henning Rehder as its Chairman. The planned new functional organizational structure was also discussed.

We approved a new plan for the allocation of duties to the Management Board by resolution of the extraordinary meeting on 29 May 2012. The plan entered into force alongside the group’s new organizational structure on 1 June 2012.

The premature termination of Wolfgang Mähr’s appointment and contract as member of the Management Board and the associated changes to the plan for the allocation of duties were the core topics of the extraordinary meeting on 29 June 2012. Other topics of this meeting were the approval of Markus Pinger’s appointment as Chairman of the Supervisory Board of GEHE Pharma Handel GmbH following Wolfgang Mähr’s departure, next steps in the planned divestments and the scheduled review and adjustment of Stephan Borchert’s compensation for his role as member of the Management Board.

The Supervisory Board passed resolutions to dispose of Movianto and Pharmexx at the extraordinary meeting on 23 July 2012 and to sell the Czech phar- macy and wholesale business at the extraordinary meeting on 13 August 2012. At the ordinary meeting of 14 September 2012 the Management Board updated the Supervisory Board on the current status of business development in Brazil following the premature takeover of all the shares in Panpharma and also considered how to proceed with the planned divestments.

At a further extraordinary meeting on 22 October 2012, we discussed the planned sale of the DocMorris mail-order pharmacy at length and authorised the Chairman of the Supervisory Board to pass a resolution on the disposal. We also passed a resolution to sell the Irish wholesaler Cahill May Roberts, including Movianto Ireland.

Following detailed deliberations with the Management Board, the sale of the DocMorris mail-order pharmacy was approved by resolution of the authorised Chairman of the Supervisory Board at the last extraordinary meeting held on 24/25 October 2012.

The last ordinary meeting on 18 December 2012 focused on the budget for the 2013 fiscal year, an IT status report and adjustments to the plan for the allocation of duties to the Supervisory Board. The annual efficiency review of the Supervisory Board’s work also took place. Furthermore, the Supervisory Board approved the targets for its composition and issued a declaration of compliance pursuant to Sec. 161 Aktiengesetz (AktG, German Stock Corporations Act). The Supervisory Board also passed resolutions to adjust the compensa- tion awarded to Markus Pinger and Dr Marion Helmes in accordance with the scheduled review process and on the 2013 long-term incentive tranche for all members of the Management Board.

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Stephan Gemkow was elected Chairman of the Supervisory Board by the District Court of Stuttgart with effect as of 19 December 2012 and is thus also Chairman of the General Committee, the Nomination Committee and the Arbi- tration Committee founded to satisfy Sec. 27 (3) MitbestG.