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Compliance declaration
Declaration pursuant to § 161 of the German Stock Corporation Law [Aktiengesetz]
In accordance with Sec. 161 of the German Stock Corporation Law, the Management Board and the Supervisory Board of the Celesio AG declare that since the last declaration of compliance from December 2008, the recommendations of the Government Commission German Corporate Governance Code – as amended on 6 June 2008 and subsequently as amended on 18 June 2009 – were and are being complied with the following exceptions:
- The individualised disclosure of the remuneration of the management board members in the Compensation Report according to Code Sec. 4.2.4. and 4.2.5. is not implemented, as a decision to this effect was adopted by the General Meeting of Celesio AG on 27 April 2006 for a period of five years.
- The individualised disclosure of the remuneration of the supervisory board members according to Code Sec. 5.4.6. (3) is not implemented, as it would not deliver additional benefit to the shareholders.
December 2009
The Management Board / The Supervisory Board
