-1- Andreae-Noris Zahn AG Frankfurt am Main - Securities - Anzag

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a) Distribution of a dividend in the amount of EUR 1.45 for a total of 10,678,430 ordinary shares entitled to dividend payments (no par value shares) EUR 15,483,723.50 b) Profit carried forward EUR 2,070,663.78 Unappropriated retained earnings EUR 17,554,387.28 3. Resolution on the formal approval of the actions of the Executive Board. The Executive Board and the Supervisory Board propose that the actions of the Executive Board during the fiscal year from 1 September 2006 to 31 August 2007 be formally approved. 4. Resolution on the formal approval of the actions of the Supervisory Board. The Executive Board and the Supervisory Board propose that the actions of the Supervisory Board during the fiscal year from 1 September 2006 to 31 August 2007 be formally approved. 5. Elections to the Supervisory Board The term of all Supervisory Board members expires at the end of the General Meeting on 12 February 2008. In accordance with § 96 para 1, § 101 para 1 German Stock Corporation Act and § 7 para 1 sentence 1 No. 1 and sentence 2 of the Co-determination Act and § 9 para 1 of the By-laws of Andreae-Noris Zahn AG the Supervisory Board is comprised of 16 members, with 8 representatives of the shareholders to be elected by the General Meeting and 8 representatives of the employees whose election is governed by the provisions of the Co-Determination Act. The Supervisory Board proposes to the General Meeting to elect the following persons as members of the Supervisory Board of the shareholders for the new term until the end of the General Meeting which will take a decision on the discharge for the fiscal year from 1 September 2011 to 31 August 2012: -2-
a) Uwe E. Flach, Frankfurt Management Consultant in the finance industry Mr. Flach is a member of the following Supervisory Boards to be set up in accordance with statutory provisions and in comparable domestic and foreign control bodies of business entities: STADA Arzneimittel AG, Bad Vilbel Nordenia International AG, Greven, Chairman GEHAG GmbH, Berlin, Chairman b) Jürgen Funke, Wiesbaden Pharmacist in "Neue Apotheke", Wiesbaden Mr. Funke is a member of the following Supervisory Boards to be set up in accordance with statutory provisions and in comparable domestic and foreign control bodies of business entities: Sanacorp Pharmahandel AG, Planegg (Chairman) Sanacorp eG Pharmazeutische Großhandlung, Planegg (Chairman) Millennium S.r.l., Bologna, Italien, (Chairman) c) Dr. Herbert Lang, Germering Member of the Executive Board of Sanacorp Pharmahandel AG, Planegg Member of the Executive Board of Sanacorp eG Pharmazeutische Großhandlung, Planegg Managing Director of Millennium S.r.l., Bologna, Italy d) Prof. Dr. Rainer Lorz, Stuttgart Attorney at Law and Partner of the law firm Hennerkes, Kirchdörfer & Lorz, Stuttgart e) Dr. Frank Oppenländer, Stuttgart Attorney at Law and Notary Law Firm and Notary’s Office Dr. Frank Oppenländer, Stuttgart -3-
Page 1: Andreae-Noris Zahn AG Frankfurt am
Page 5 and 6: The persons referred to under a) to
Page 7 and 8: Andreae-Noris Zahn AG c/o Computers

-1- Andreae-Noris Zahn AG Frankfurt am Main - Securities - Anzag

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