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1 www.euro-br.de www.euro-br.de www.
www.euro-br.de www.euro-br.de www.euro-br.de 1 For more agreements please visit www.euro-br.de Agreement Between GEHE AG And the special negotiating body of GEHE AG (for participants see Annex 2) on informing and consulting the employees' representatives of GEHE AG in Europe PREAMBLE: GEHE AG has subsidiaries and associated companies in several European countries. In this context, a dialogue by employees' representation bodies extending beyond national borders should be possible. For this reason, a European Works Council (EWC) shall be created from employees' representatives of the larger European subsidiary and associated companies of GEHE AG. SECTION 1. SCOPE The present agreement within the meaning of Article 13 of EU Directive 94/45 of 22 September 1994 shall apply to the undertakings of GEHE AG in the European Union that are listed in Annex 1. Should undertakings or companies which fall under the scope of the present agreement be incorporated into GEHE AG, then such agreement shall be jointly concluded between GEHE AG and the special negotiating body (see Annex 2), or between GEHE AG and the EWC after the establishment of the EWC, whether such undertakings or companies should be included in the scope of the present agreement. SECTION 2. COMPOSITION 1. The EWC shall be composed of 15 wo

2 rkforce representatives. This number sha
rkforce representatives. This number shall include those employees' representatives who are assigned to the body as guests because their country has not acceded to the social protocol of the Maastricht Treaty. Seats shall be allocated based on the regular national number of employees (number of www.euro-br.de www.euro-br.de www.euro-br.de 2 persons) before the representatives are sent to the EWC. To determine the size of the workforce, Section 4 of the draft German Act on the Creation of European Works Councils shall be referred to. The future trend in the employment situation of GEHE AG to be expected from specific decisions of the central management1 shall also be taken into account. 2. Each country in which more than 150 employees are working shall send employees' representatives to the EWC according to the current table given below: Belgium two representatives Germany five representatives France five representatives Ireland one representative (following constitution of the works council there) Portugal no representative (since OCP Portugal has no works council) In addition to these, there shall be two guests from the United Kingdom. 3. The existing statutory arrangements of the respective country or the existing company practice shall govern the appointment of the EWC members. When appoi

3 nting the respective EWC members, a sub
nting the respective EWC members, a substitute member shall be appointed who shall exercise the mandate should the EWC member be prevented from doing so. 4. [handwritten: Subject to agreement by GEHE AG] Outside trade union representatives can also attend the meetings as guests at the invitation of the EWC. 5. To promote information and discussion, the representatives appointed by the management board of GEHE AG shall have the right to attend the meetings of the EWC. However, on individual agenda items the EWC can decide to meet without the representatives of the management board of GEHE AG. SECTION 3. TERM OF OFFICE The term of office of the members of the EWC shall be four years. The term of office shall begin when the EWC is constituted. During the term of office, a new member shall be appointed in particular in the following cases: • loss of eligibility for election to the company employees' representation body, • revocation of the appointment by the sending body. The new appointment shall be for the remainder of the term of office of the departing member of the EWC. www.euro-br.de www.euro-br.de www.euro-br.de 3 SECTION 4. MEETINGS The EWC shall meet once a year. Inasmuch as possible, the date of the meeting is to be determined by mutual agreement. Where there are exceptional circumstanc

4 es that can affect the employees' intere
es that can affect the employees' interests to a considerable extent, special meetings between the management board of GEHE AG and the EWC shall be agreed upon. Such agreement shall be the subject of consultations as soon as possible. SECTION 5. RULES OF PROCEDURE The operation of the EWC shall be governed by rules of procedure. Sample rules of procedure are attached. Where the rules of procedure cause additional expenses, the corresponding provisions require the consent of the management board of GEHE AG. SECTION 6. OBJECTIVE OF INFORMATION AND CONSULTATION. In the context of cooperation in good faith, the EWC shall be regularly informed and consulted by the management board of GEHE AG, in writing or verbally, in the respective languages. The information and consultation shall cover in particular: • the structure of the GEHE group, including substantial changes, • the economic and financial situation, • the development of the business and of production and sales, and its influence on the employment situation, • major investments, • substantial changes concerning organization, • measures regarding occupational health and safety and industrial environmental protection, • training and education programmes and programmes to support women at European level, • other events and plans that can substantially affect

5 the interests of company employees in a
the interests of company employees in at least two European countries. Where there are exceptional circumstances, the EWC shall be informed by the management board of GEHE AG as soon as possible. SECTION 7. INFORMING EMPLOYEES AND WORKFORCES The members of the EWC shall have the right to inform the company-level employees' representation bodies and the workforces of the companies involved (including their branch offices). The employees from companies not represented in the EWC shall be sent the information referred to in Section 6 by the management board of GEHE AG, following agreement with the EWC (if possible) within four weeks, in a suitable form. In cases involving confidential information which has been expressly identified by the management board of GEHE AG as requiring the observance of secrecy, only the company-level employees' representation bodies of the companies involved may be informed. SECTION 8. EXPENSES www.euro-br.de www.euro-br.de www.euro-br.de 4 GEHE AG shall bear all costs incurred through the activity of the EWC. This shall apply in particular to meeting rooms, interpreters and other expenses of events. Travelling and accommodation expenses incurred for attending meetings of the EWC shall be borne by the respective trade unions to which the participants belong. Expenses for

6 outside experts shall be borne only if
outside experts shall be borne only if a prior agreement to such effect has been reached with the management board of GEHE AG. SECTION 9. PROHIBITION OF DISCRI MI NATION The members of the EWC and participating guests within the meaning of Section 2, point 2 may not be disturbed or impeded in conducting their activities. They may neither enjoy privileges nor suffer disadvantages as a result of their activities. This provision shall also apply to their professional career. SECTION 10. COMPLEMENTING NATIONAL LAW The present agreement shall complement the national rights of the employees' representatives of the undertakings or companies belonging to GEHE AG. It shall not in any way replace them. SECTION 11. DURATION The present agreement shall be initially concluded for four years. It shall be extended for one additional year at a time unless it is terminated at the end of a calendar month with six months' notice. The four-year period shall begin when the EWC is constituted. Should an EWC be constituted at Haniel group level due to compelling legal circumstances or legally valid employee wishes, then the present agreement can be terminated prematurely with the period of notice specified in paragraph 1. Upon expiry of the present agreement, its rules shall continue to remain in effect until they are replaced b

7 y another arrangement. This shall not ap
y another arrangement. This shall not apply in the cases described in paragraph 2. Stuttgart, GEHE AG Special Negotiating Body www.euro-br.de www.euro-br.de www.euro-br.de 5 www.euro-br.de www.euro-br.de www.euro-br.de 6 OTE IN THE MINUTES to the agreement between GEHE AG and the special negotiating body of GEHE AG on informing and consulting employees' representatives in Europe. The constituent body of the EWC shall be composed in accordance with Section 2, paragraph 2 of the agreement. Nonetheless, the parties to the negotiations agree that initially France shall have six mandates and Germany shall have four mandates. After the first two years, the EWC shall decide on the re-allocation of seats in accordance with Section 2, paragraph 2, taking account of the numbers of employees in the countries in which GEHE AG is represented. Stuttgart, GEHE AG Special Negotiating Body www.euro-br.de www.euro-br.de www.euro-br.de 7 ROPOSAL FOR THE ULES OF ROCEDURE OF THE GEHE EUROPEAN ORKS OUNCIL 1. The European Works Council shall elect a chairperson and his/her vice-chairperson by a majority of its members. Each member of the European Works Council shall have one vote. 2. The chairperson, and in the event he is prevented, his vice-chairperson shall prepare the meetin

8 gs and agree on the meeting programme wi
gs and agree on the meeting programme with the management board of GEHE AG. 3. The chairperson, and in the event he is prevented, his vice-chairperson shall chair the meetings of the European Works Council. 4. The chairperson, and in the event he is prevented, his vice-chairperson shall perform a function as spokesperson with respect to the management board of GEHE AG. Opinions on external agencies shall be adopted only in agreement with the management board of GEHE AG. 5. Should personal attendance be prevented, a written transfer of the right to vote shall be possible. Such transfer shall be duly notified to the chairperson in writing before the start of the meeting. 6. Minutes shall be drafted on the outcome of the meetings. Such minutes shall be made available to the participants and the management board of GEHE AG. 7. These rules of procedure shall enter into force with a simple majority of the votes of the employees' representatives. They can only be amended based on a majority decision of the members of the EWC. 8. Where there are questions of interpretation, initial reference shall be to EU Directive 94/45 of 22 September 1994. Where the directive's provisions do not apply the Germ,an text shall prevail www.euro-br.de www.euro-br.de www.euro-br.de 8 Country Belgium Germany Un

9 dertaking/Company PCB Group Sambria
dertaking/Company PCB Group Sambria Ostend Pharma K+K N.V. GEHE AG GEHE Pharma Handel GmbH GEHE Informatik Services GmbH & Co. KG Kaiser + Kraft GmbH Gaerner GmbH & Co. KG VHE GmbH kk-Werbe GmbH Topdeq GmbH Apotheken-Beratungsgesellschaft mbH Aliud Pharma GmbH & Co. KG MPS Pharma Service GmbH Azupharma GmbH (Jenapharm GmbH) (GEHE Medica GmbH) (GEHE Medica Produktionsges. mbH & Co. KG) (EnTec GmbH) Kellner Reha Technik GmbH & Co. KG Pro Reha Handelsgesellschaft mbH France Orkyn' OCP S.A. OCP Répartition GNR Pharma S.A. Frankel Industrie S.A. Ireland Cahill May Roberts Portugal OCP Portugal Italy Galenitalia K+K S.p.A. Netherlands K+K J.P. Vink Topdeq B.V. Hoffmann Bedrijfsuitrusting B.V. Austria K+K Ges. mbH Gaerner Ges. mbH Spain K+K S.A. www.euro-br.de www.euro-br.de www.euro-br.de 9 Company GEHE Pharma Handel GmbH, Germany Kaiser + Kraft GmbH, Germany Azupharma GmbH, Germany Kellner Reha Technik GmbH & Co. KG, Germany OCP Répartition, France Orkyn', France PCB, Belgium Cahill May Roberts, Ireland OCP Portugal Participant Detlef Bleich Herbert Narr Martina Wundling/Wolfgang Salzer Murat Karaman Gabi Eisinger Claude Bourmancé (CGT) Jean-Claude Dufour (CFTC) Francis Grenon (CGC) Antonio Principato (CFDT) Jacques Techer (FO) Alain Rieu Urbain Stiers (ACV-CNE) Alphonsine Peeters (SETCA-ABV