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Convenience Translation. This translation is legally irrelevant and a working translation only. Legally binding and relevant, particularly in case of any discrepancies, is solely the German text.
Declaration of compliance in accordance with section 161 of the German Stock Corporation Law (Aktiengesetz)
The Management Board and Supervisory Board of Celesio AG hereby declare in accordance with § 161 of the Public Companies Act (AktG) that since the last declaration of compliance in December 2011 the recommendations of the government commission on the German Corporate Governance Code – initially in the version dated 26 May 2010, followed since it came into effect by the version dated 15 May 2012 – have been complied with and is being complied with, but with the exception outlined below:
5.4.6: In accordance with the company's articles of association the performance-based remuneration of the Celesio Supervisory Board is based on the dividend. The management board and the supervisory board will check whether an amendment to the remuneration system should be proposed at the next annual general meeting.
Stuttgart, December 2012
On behalf of the Supervisory Board
Prof. Jürgen Kluge
On behalf of the Management Board