Corporation Act]
On 13 July 2006 the Übernahmerichtlinie-Umsetzungsgesetz [Law Imple- menting the Take-overs Directive] came into force. It contains inter alia new regulations which must be observed in connection with drawing up financial statements. The §§ 289 para. 4 and 315 para. 4 Handelsgesetzbuch [German Commercial Code], new version, require additional information in the mana- gement report and group management report on certain features of the capital and shareholder structure, and also on certain arrangements which might be of significance in a take-over situation.
1. The share capital amounts to 217,728,000 euros and is divided into 170,100,000 individual registered shares (non-par shares). The proportion- ate nominal value per share is therefore 1.28 euros.
2. Each share in Celesio AG is given one vote. There are no shares with multiple voting rights or preferential voting rights or maximum voting rights. There are neither any limitations of voting rights arising from shares nor is Celesio aware of any limitations on the transferability of shares. 3. The current shareholding of Franz Haniel & Cie. GmbH, Duisburg was
52.9 percent at the end of the year of reporting. No other shareholding of a direct or indirect nature in the capital of Celesio AG has a magnitude of more than 10 percent.
4. There are no holders of shares with special rights.
5. Employees with shares in the capital of the company may exercise their control rights directly themselves.
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6. Members of the management board are appointed by the supervisory board for a maximum tenure of five years. Re-appointment or extension to the term of office, for a maximum of five years in each case, is permitted. Re-appointment or extension to the term of office requires a new decision by the supervisory board, which may only be made at the earliest one year prior to expiry of the previous term of office.
In the event of the death of a member of the management board, or if they leave the board due to their appointment being revoked or through resignation from office, in such urgent cases, the court must appoint a member at the request of one of the parties involved, if the absent mem- ber of the management board is required for a representation or manage- ment measure.
The supervisory board may revoke the appointment of a member of the management board and the nomination as chairman of the management board for good cause. Good cause is constituted notably by gross negli- gence of duty, incapability to exercise proper management or a vote of no confidence at an annual general meeting, unless the vote of no confi- dence was on evidently unjustified grounds.
Any amendment of the articles of association requires a resolution by the annual general meeting. For such a resolution, a majority of at least three quarters of the share capital represented at the time of the resolution is required.
The supervisory board shall only be empowered to make amendments to the articles of association to the extent that they merely affect the wording of the same and do not bring about any changes to content. For this reso- lution a majority of the votes cast shall suffice.
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Group
Mandatory information and notes by the management board
to the details as specified in §§ 289 para. 4, 315 para. 4 Handels gesetzbuch
[German Commercial Code] and § 120 para. 3 Aktien gesetz [German Stock
Corporation Act]
7. The management board is authorised to increase the share capital up until 7 May 2007 with the consent of the supervisory board by issuing new reg- istered shares against cash contributions on one or more occasions by a maximum of 43,545,600 euros (authorised capital). In this respect the shareholders shall be granted a subscription right; the management board is however authorised to exempt fractional amounts from the subscription right of the shareholders with the consent of the supervisory board. In accordance with § 186, paragraph 5 of the Aktiengesetz [German Stock Corporation Act], the new shares may also be acquired by a credit institu- tion provided they are offered to the shareholders for purchase.
The management board is authorised, with the agreement of the super - visory board, to define more precise details of the capital increase and its execution, in particular the content of the share rights and the conditions governing the issue of shares.
In the event that the share capital is increased, the distribution of profits may be determined in derogation of § 60 of the Aktiengesetz [German Stock Corporation Act]. Any entitlement of the shareholders to securitise their shares is excluded. The management board is entitled to issue share certificates for several shares (multiple share certificates); the form and content of the share certificates as well as the dividend and renewal certificates shall be determined by the management board, with the agreement of the supervisory board.
The company may acquire its own shares with the intention of offering them as part of the employee share programme to persons who are or have been employed by the company or an affiliated company.
Furthermore, the management board possesses no further powers for the issue or buy-back of shares relevant to takeover proceedings.
8. There are no substantial agreements by Celesio AG which are conditional upon a change in control as the result of a takeover bid.
9. At Celesio there are no arrangements in place with members of the management board or employees for compensation in the event of a takeover offer.
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The management board has considered the mandatory information pur - suant to §§ 289 para. 4, 315 para. 4 Handels gesetzbuch [German Commercial Code] and § 120 para. 3 Aktien gesetz [German Stock Corporation Act]. It confirms the rules in place at Celesio and sees no reason for any change. The mandatory information relating to features of the capital and shareholder structure reflect the current content of the Celesio AG articles of association.