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Information on the Celesio shareback to top

Information on the Celesio share

Share type

Nennwertlose Namens-Stammaktien

Number of shares outstanding

203,220,932

Share capital in EUR

260,122,792.96

ISIN code

DE000CLS1001

German securities code

CLS 100

German stock exchange code

CLS1

Listings on regulated market
(Prime Standard)

Berlin until 16/06/2015
Dusseldorf until 07/08/2015
Munich until 16/06/2015
Stuttgart until 07/10/2015
Frankfurt until 08/10/2015

Listings (Freiverkehr)

Hamburg, Hanover (both not submitted by Celesio)
Munich until 31/03/2017
Dusseldorf until 31/03/2017
Frankfurt until 26/04/2017

Compensation under the domination and profit and loss transfer agreement

Celesio Holdings Deutschland GmbH & Co. KGaA undertook in the domination and profit and loss transfer agreement, which was entered into on 22 May 2014 and was registered with the commercial register of Stuttgart on 2 December 2014, upon demand of each outside shareholders of Celesio to purchase such shareholder’s Celesio shares in exchange for a cash compensation in the amount of 22,99 € for each Celesio share.

This obligation to purchase Celesio shares exists for a limited period of time. The time limitation period ends two months after the date on which the decision on the last motion ruled on in the appraisal proceedings (Spruchverfahren) regarding the recurring compensation payment and the cash compensation under the domination and profit and loss transfer agreement currently pending at the district court (Landgericht) of Stuttgart (file no. 31 O 1/15 KfH) has been announced in the federal gazette (Bundesanzeiger).

As at 10 June 2016

Questions and answers on an application for delisting

Compensation paymentback to top

Compensation payment

On the basis of the domination and profit and loss transfer agreement of 22 May 2014, Celesio Holdings Deutschland GmbH & Co. KGaA each fiscal year is obliged to pay a compensation payment of EUR 0.83 per share to the external shareholders of Celesio AG.

Unsponsored American Depositary Receipts (ADR)back to top

Unsponsored American Depositary Receipts (ADR)

U.S. DISCLAIMER

ADRs are certificates issued by a U.S. depositary institution or bank representing deposited shares of a non-U.S. corporation. Denominated in U.S. dollars, ADRs are quoted and traded in the U.S. securities market.

As of October 10, 2008, U.S. depositary institutions or banks are permitted to establish ADR programs without the participation or even the consent of the non-U.S. corporation due to an exemption under Rule 12g3-2(b) of the U.S. Exchange Act of 1934 (unsponsored ADRs). The exemption is based on the reasonable, good faith belief that the non-U.S. corporation publishes certain information in English on its website.

Celesio AG does not support or encourage the creation of unsponsored ADR programs in respect of its securities and disclaims any liability in connection with any unsponsored ADR program. Celesio AG does not represent to any depositary institution or bank nor should any such entity rely on a belief that the website of Celesio AG includes all information in English required to claim and maintain an exemption under Rule 12g3-2(b) of the U.S. Exchange Act of 1934.