McKesson Europe : Invitation to the Annual General Meeting on 29 July 2022 (PDF 218 KB)

- Convenience Translation -

Invitation

to the Annual General Meeting of McKesson Europe AG AGM 2022

Dear Shareholder,

we invite you to the Annual General Meeting of McKesson Europe AG with corporate seat at Stuttgart to be held on 29 July 2022, 1 p.m. (CEST), exclusively virtually, i.e. without the physical presence of shareholders and their proxies, and announce the agenda and proposed resolutions below.

Under the Act Concerning Measures Under the Law of Companies, Cooperative Societies, Associations, Foundations and Commonhold Property to Combat the Effects of the COVID-19 Pandemic (COVID-19 Act), which came into force on

28 March 2020, amended by the Act Concerning the Further Shortening of the Residual Debt Exemption Procedure and on the Adaption of Pandemic-Related Provisions in the Law of Companies, Cooperative Societies, Association and Foundations as well as in Tenancy and Lease Law, which came into force on 22 December 2020, and further amended by the Act on the Establishment of a Special Fund "Reconstruction Aid 2021" and on the Temporary Suspension of the Responsibility to File for Insolvency due to Heavy Rainfall and Floods in July 2021 as well as the Amendment of Other Laws, which came into force on 15 September 2021 (Reconstruction Aid Act 2021), in 2022, General Meetings until 31 August 2022, may be held in the form of a virtual General Meeting without physical presence of shareholders and their proxies (virtual General Meeting). In view of the continuing COVID-19 pandemic and the objective of avoiding health risks for shareholders, internal and external employees and members of the Boards of McKesson Europe AG, the Management Board, with the approval of the Supervisory Board, has decided to make use of the option of holding a virtual General Meeting.

The Annual General Meeting will be webcast live for our shareholders via the password-protected shareholder portal (the "Shareholder Portal") at

www.mckesson.eu/annual-general-meeting

The voting rights of shareholders or their proxies are exercised exclusively by written or electronic postal vote or by proxy and instructions to the proxies named by McKesson Europe AG.

The place of the virtual Annual General Meeting is the headquarters of McKesson Europe AG, Stockholmer Platz 1, 70173 Stuttgart.

Please note that you will not be able to follow the virtual Annual General Meeting on site.

Content

Agenda

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1. Presentation of the adopted annual financial statements of McKesson Europe AG and the approved consolidated financial statements as at 31 March 2022, the combined management report for McKesson

	Europe AG and the group, and the report of the Supervisory Board for the fiscal year 2022	4
2.	Resolution to ratify the actions of the members of the Management Board for the fiscal year 2022	4
3.	Resolution to ratify the actions of the members of the Supervisory Board for the fiscal year 2022	4

4. Election of the auditor and the group auditor for the fiscal year 2023 as well as the auditor to review

potential interim financial reports for the fiscal years 2023 and 2024

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Further information on the convocation	5
Participation in the virtual Annual General Meeting	5
Options for exercising voting rights	6
Shareholders' right to ask questions	8
Objection to a resolution of the Annual General Meeting	8
Website, documents to be made available	9
Information on data protection	10

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Agenda

1. Presentation of the adopted annual financial statements of McKesson Europe AG and the approved consolidated financial statements as at 31 March 2022, the combined management report for McKesson Europe AG and the group, and the report of the Supervisory Board for the fiscal year 2022
   This agenda item will not be subject to any resolution, as the Supervisory Board has approved the audited annual financial statements and consolidated financial statements and the annual financial statements are thus adopted.
2. Resolution to ratify the actions of the members of the Management Board for the fiscal year 2022
   The Management Board and the Supervisory Board propose that the actions of the members of the Management Board holding office in the fiscal year 2022 be ratified for this period.
3. Resolution to ratify the actions of the members of the Supervisory Board for the fiscal year 2022
   The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board holding office in the fiscal year 2022 be ratified for this period.
4. Election of the auditor and the group auditor for the fiscal year 2023 as well as the auditor to review potential interim financial reports for the fiscal years 2023 and 2024
5. 1. The Supervisory Board proposes the election of Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditor and group auditor for the fiscal year 2023 as well as auditor to review potential additional interim financial information or reports for the fiscal year 2023.
   2. The Supervisory Board proposes the election of Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditor to review potential additional interim financial information or reports for the fiscal year 2024 commencing on 1 April 2023 until the next General Meeting.

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Further information on the convocation

On the basis of the COVID-19 Act, the Management Board of McKesson Europe AG has decided, with the consent of the Supervisory Board, that the Annual General Meeting will be held electronically as a virtual Annual General Meeting without the physical presence of shareholders or their proxies, with shareholders and their proxies being given the opportunity to cast their votes i.a. by means of electronic communication. Shareholders and their proxies are not entitled to attend the Annual General Meeting physically.

The Annual General Meeting will be held on 29 July 2022, from 1 p.m. (CEST) and it will be webcast in sound and vision for our shareholders and their proxies via the password-protected shareholder portal (the "Shareholder Portal") at

www.mckesson.eu/annual-general-meeting

The shareholders and their proxies have the option of exercising their voting rights by electronic or written communication, by postal vote or issue powers of attorney and instructions to the proxies named by McKesson Europe AG. Shareholders are also given the opportunity to ask questions via electronic means of communication, in accordance with the following explanations and instructions. Shareholders who have duly registered for the Annual General Meeting or their proxies may object to resolutions of the Annual General Meeting by means of electronic communication. The webcast of the Annual General Meeting in sound and vision does not permit electronic participation as defined by section 118 para. 1 sentence 2 AktG.

We kindly ask you to pay special attention to the following information.

Participation in the virtual Annual General Meeting

Only those shareholders who are recorded in the share register as shareholders of McKesson Europe AG and who have duly registered for the virtual Annual General Meeting are entitled to participate in the virtual Annual General Meeting by following the webcast in sound and vision of the entire Annual General Meeting (the "participation") and to exercise the voting right and other exercisable shareholder rights - in person or by proxy. Decisive for participation in the virtual Annual General Meeting and the exercise of voting rights is the number of shares recorded in the share register on 22 July 2022, 24:00 hours (CEST). Applications for registrations in the share register, which are received by McKesson Europe AG after 22 July 2022, 24:00 hours (CEST), will only be carried out with effect after the Annual General Meeting in accordance with section 7 para. 2 sentence 4 of the Articles of Association of McKesson Europe AG ("Share Register Registration Stop"). The status of the share register on the day of the Annual General Meeting therefore corresponds to the status after the last day of registration on 22 July 2022, 24:00 hours (CEST). Shareholders may dispose of their shares despite the Share Register Registration Stop. However, purchasers of shares whose applications for registration in the share register are received by the Company after 22 July 2022, may only exercise their right to follow the entire Annual General Meeting in sound and vision and to exercise voting and other shareholder rights arising from these shares if they are authorized to exercise their rights by the shareholder still recorded in the share register.

Registration to attend the virtual Annual General Meeting can be submitted either by post, e-mail or electronically via the password-protected Shareholder Portal.

Registration by post or e-mail must be received by McKesson Europe AG at the following address no later than the end of 22 July 2022, 24:00 hours (CEST) at

McKesson Europe AG

c/o Computershare Operations Center 80249 Munich

e-mail: [e-mail]

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