The 2012 fiscal year was a highly volatile one for Celesio. The good start to the year was quickly followed by a sharp drop from early February onwards, with prices fluctuating dramatically in March. The Celesio share followed the downward trend of the DAX and MDAX at the end of the first quarter and the share price dropped to a low for the 2012 fiscal year of € 10.88 on 4 June. The Celesio share gained considerable ground through to the end of July before slip- ping again and entering a volatile month of September. The share returned to growth with strong price increases at the end of October only to tumble again in November. After a steady December the share closed at a price of € 13.05, an increase of around 7% on the closing price of the previous year.
Market capitalisation came to € 2.22bn as of 28 December 2012 (previous year € 2.08bn). The trading volume of our share on the Xetra market averaged 402,592 shares per day in the reporting period, down around 28% on the previous-year level of 559,444 per day.
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Share price 2012
develoPMent of the Celesio shAre And trAdinG voluMe
cloSing priceS on xetra 02/01/2012 – 30/12/2012 (trading dayS only)
cElEsIo sHArE In € TrADInG voluME
22.00 3,500,000 21.00 3,250,000 20.00 3,000,000 19.00 2,750,000 18.00 2,500,000 17.00 2,250,000 16.00 2,000,000 15.00 1,750,000 14.00 1,500,000 13.00 1,250,000 12.00 1,000,000 11.00 750,000 10.00 500,000 9.00 250,000 8.00 0 02/01 01/02 01/03 02/04 02/05 01/06 02/07 01/08 03/09 01/10 01/11 03/12 30/12 Celesio share Trading volume
Shareholder structure
Franz Haniel & Cie., Duisburg, is the majority shareholder of Celesio AG as of 31 December 2012. In line with the package of debt reduction measures announced by the Haniel holding company in November 2012, Franz Haniel & Cie. reduced its interest in Celesio AG from 54.64% to 50.01%, and thus remains the largest shareholder of Celesio AG. Convinced of Celesio’s potential for generating sustainable value, it remains in the Haniel portfolio as a long-term core invest- ment. On 31 December 2012, 49.99% of the Celesio shares were in free float. Most of these (82.93%) were held by institutional investors, primarily based in Germany, the uK and the usA.
develPoMent of the Celesio shAre, dAx And MdAx
cloSing priceS on xetra 02/01/2012 – 30/12/2012 (trading dayS only), Scaled to the celeSio Share price
18 17 16 15 14 13 12 11 10 02/01 01/02 01/03 02/04 02/05 01/06 02/07 01/08 03/09 01/10 01/11 03/12 30/12 Celesio share DAX MDAX
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shAreholder struCture 31/12/2012 free floAt 31/12/2012 Free float 49.99% Retail 17.07% Franz Haniel & Cie. GmbH 50.01% Institutional 82.93%
In March 2012 the investment company Templeton Investment Counsel, llc, Wilmington, reduced its Celesio shareholding to below 3% of the shares outstanding. Furthermore, BlackRock, Inc., New York, BlackRock Financial Management, Inc., New York, and BlackRock Holdco, Inc., Wilmington, reached the reporting threshold of 3% of shares outstanding in May and October 2012, but reduced their shareholdings to below 3% of shares outstanding over the subsequent course of the reporting period.
Employee share programme
Since 1985 Celesio has also offered its employees the opportunity to participate in the success of the company in the form of employee shares. Around 2,800 employees in the German group company were offered the chance to purchase Celesio shares at special conditions in the spring of 2012. With an uptake rate of 40%, participation was stable compared to the average of 44% reached in past campaigns between 1985 and 2011.
Annual general meeting
Celesio AG’s 2011 annual general meeting was held in the Porsche Arena in Stuttgart on 16 May 2012. Attendance was once again high with 75.10% of voting rights represented – an increase on the previous-year turnout of 72.0%. The resolutions of the annual general meeting followed all the proposals put forward by management.
The next annual general meeting will once again be held in the Porsche Arena in Stuttgart and is scheduled for 16 May 2013. As always, all documents and information on the annual general meeting are published in advance at www. celesio. com/annual-general-meeting.
Dividend
The annual general meeting of Celesio AG passed a resolution on 16 May 2012 to distribute a dividend of € 0.25 per share for the 2011 fiscal year. The dividend was paid out on 18 May 2012.
The Management Board and Supervisory Board will propose to the annual general meeting on 16 May 2013 a dividend payment of € 0.30 per share for the 2012 fiscal year, an increase of 20% on the previous year. Celesio thus maintains its policy of distributing consistent dividends and intends to distribute an amount that is commensurate with the company’s economic situation.
1) Proposal by the Management Board and Supervisory
Board to the 2013 annual general meeting.
dividend Per shAre
€ 0.48 0.50 0.50 0.25 1) 0.30 2008 2009 2010 2011 2012
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key shAre fiGures 1) 2006 2007 2008 2009 2010 2011 2012
Number of shares outstanding 2) million 170.1 170.1 170.1 170.1 170.1 170.1 170.1
Market capitalisation 2) € m 6,912.9 7,229.3 3,299.9 3,010.8 3,163.9 2,082.0 2,218.9
Closing price 2) 3) € 40.64 42.50 19.40 17.70 18.60 12.24 13.05
High 3) € 42.77 55.02 42.39 21.69 25.50 20.05 15.65
Low 3) € 34.11 36.21 17.01 13.70 15.96 9.28 10.88
Average trading volume per day 3) shares 310,360 485,665 733,755 434,703 588,134 559,444 402,592
Dividend per share € 0.75 0.77 0.48 0.50 0.50 4) 0.25 0.30
Dividend yield 5) % 1.8 1.8 2.5 2.8 2.7 2.0 2.3
1) Adjusted for the 1:2 share split carried out on 24 July 2006. 2) Closing figures as of 31 December.
3) Xetra, source: Bloomberg.
4) Proposed by the Management Board and Supervisory Board to the 2013 annual general meeting. 5) Related to the closing share price (Xetra).
Coverage
The financial community showed great interest in Celesio AG once again in 2012 – as reflected by the high level of coverage that the company received. Regular analyses and evaluations of our company and the Celesio share were issued by 18 financial analysts in 2012, of which 12 expressed recommendations to purchase our share. A further five suggested it for holding while just one classed it for sale. As of year-end analysts predicted an average share price target of € 16.40, a considerable increase on the previous-year level of € 13.25. Find out more at celesio.com.
key shAre fiGures 1) 2006 2007 2008 2009 2010 2011 2012
Number of shares outstanding 2) million 170.1 170.1 170.1 170.1 170.1 170.1 170.1
Market capitalisation 2) € m 6,912.9 7,229.3 3,299.9 3,010.8 3,163.9 2,082.0 2,218.9
Closing price 2) 3) € 40.64 42.50 19.40 17.70 18.60 12.24 13.05
High 3) € 42.77 55.02 42.39 21.69 25.50 20.05 15.65
Low 3) € 34.11 36.21 17.01 13.70 15.96 9.28 10.88
Average trading volume per day 3) shares 310,360 485,665 733,755 434,703 588,134 559,444 402,592
Dividend per share € 0.75 0.77 0.48 0.50 0.50 4) 0.25 0.30
Dividend yield 5) % 1.8 1.8 2.5 2.8 2.7 2.0 2.3
1) Adjusted for the 1:2 share split carried out on 24 July 2006. 2) Closing figures as of 31 December.
3) Xetra, source: Bloomberg.
4) Proposed by the Management Board and Supervisory Board to the 2013 annual general meeting. 5) Related to the closing share price (Xetra).
Coverage
The financial community showed great interest in Celesio AG once again in 2012 – as reflected by the high level of coverage that the company received. Regular analyses and evaluations of our company and the Celesio share were issued by 18 financial analysts in 2012, of which 12 expressed recommendations to purchase our share. A further five suggested it for holding while just one classed it for sale. As of year-end analysts predicted an average share price target of € 16.40, a considerable increase on the previous-year level of € 13.25. Find out more at celesio.com.
Investors with a focus on sustainability
Sustainability is moving up the agenda. There is a steady trend for investors to invest in companies guided by the principle of sustainability. Besides an approach that is as transparent as possible, environmental and social criteria are also growing concerns. The financial market and those who operate in it are increas- ingly viewing corporate social responsibility as a fixed component of their everyday actions. Read more around this topic in our csr report starting on ➞ page 65.
Our measures and activities in pursuit of a sustainable business strategy and governance were once again recognized in the 2012 fiscal year. The Celesio share once again qualified for the EcPI Ethical Index EMu and was included in the FTSE4Good index. FTSE4Good, the sustainability index of the London Stock Exchange and the Financial Times, only accepts companies that meet all of their predefined social, environmental and ethical criteria. Examples include activities that promote environmental sustainability, positive and sustainable relationships with stakeholders and the respect and support of human rights.
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Investor relations
At Celesio AG, investor relations is about reporting fully and promptly to the financial community, while ensuring continuity and a maximum of transparency in the process. These principles are the basis from which we operate day-to-day and guide us in our interaction with the capital markets.
We actively engaged with our analysts as well as current and potential inves- tors at numerous meetings, conferences and roadshows in the past fiscal year. For instance, the Management Board of Celesio AG, supported by investor relations, exploited the opportunities afforded by conferences and roadshows at all the major financial centres of Europe and the usA to provide comprehensive updates on Celesio, its strategic realignment and our recent progress and to exchange ideas with the financial community. For Celesio AG’s management, personal contact and regular exchange with capital market players is a key component of our communication with the capital markets.
We also have a dedicated section about this topic on our website www. celesio. com – Investor Relations. The website provides the latest news and dates, presentations and speeches as well as our annual and interim reports. Our free alert service is a convenient way for subscribers to receive news releases and information by e-mail.
inforMAtion on the Celesio shAre
Share type No-par value registered shares
Share capital in € on 31/12/12 217,728,000.00
IsIn code DE000CLS1001
German securities code CLS 100
German stock exchange code CLS1
Bloomberg CLS1 GY
Reuters CLSGn.DE
Stock exchanges Hamburg, Hanover, Munich, StuttgartXetra; Berlin, Düsseldorf, Frankfurt, Indices (selection) FTSE4Good, ECPI Ethical Index EMUMDAX, MSCI Germany Index,
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Corporate governance stands for responsible management and control of a company generating sustainable value-added.
A balanced corporate governance strategy aims to secure the company’s competitive position, strengthen confidence in our company – both on the capital markets and among the general public – and create value over the long term. The key principles of good corporate governance are efficient cooperation and segre- gation of functions between management and supervisory boards, respect for shareholder interests as well as open and transparent corporate communication. Corporate Governance Code
The Celesio Management Board and Celesio Supervisory Board act in accordance with the German Corporate Governance Code. The Code contains the main legal provisions for the management and monitoring of German companies listed on the stock markets as well as internationally accepted standards of good and responsible management. It aims to improve transparency and applicability of the German corporate governance system.
Stock corporations are required by law to make an annual declaration of compliance presenting the extent to which they have adhered to the German Corporate Governance Code and providing reasons for any deviations.