McKesson Europe : Invitation to the Annual General Meeting on 4 February 2022

Invitation

 to the Annual General  Meeting of

 McKesson Europe AG

AGM2021

Invitation

Dear Shareholder,

we invite you to the Annual General Meeting of McKesson Europe AG to be held on 4 February 2022, 1 p.m. (CET), exclusively virtually, i.e. without the physical presence of shareholders or 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), General Meetings also in 2022 may be held in the form of a virtual General Meeting without physical presence of shareholders or their proxies (virtual General Meeting) and the Annual General Meeting may in deviation from section 175 para. 1 sentence 2 AktG be held within the fiscal year. In view of the continuing COVID-19 pandemic, the rules of conduct adopted by the state of Baden-Württemberg in this respect 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 and, in deviation from section 175 para. 1 sentence 2 AktG, to hold it within the Company's fiscal year.

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 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 2021,

	the combined management report for McKesson Europe AG and the group,
	and the report of the Supervisory Board for the fiscal year 2021	4
2.	Resolution to ratify the actions of the members of the Management Board for
	the fiscal year 2021	4
3.	Resolution to ratify the actions of the members of the Supervisory Board for
	the fiscal year 2021	4

4. Election of the auditor and the group auditor for the fiscal year 2022 as well as the auditor to review potential interim financial reports for the fiscal years

2022 and 2023

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5. Resolution on the authorisation to acquire and use treasury shares in accordance with section 71 para. 1 no. 8 AktG and to exclude subscription

rights and rights of tender	4
Further information on the convocation	10
Participation in the virtual Annual General Meeting	10
Options for exercising voting rights	11
Shareholders' right to ask questions	13
Objection to a resolution of the Annual General Meeting	13
Website, documents to be made available	13
Information on data protection	14

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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 2021, the combined management report for McKesson Europe AG and the group, and the report of the Supervisory Board for the fiscal year 2021

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.

1. Resolution to ratify the actions of the members of the Management Board for the fiscal year 2021
   The Management Board and the Supervisory Board propose that the actions of the members of the Management Board holding office in the fiscal year 2021 be ratified for this period.
2. Resolution to ratify the actions of the members of the Supervisory Board for the fiscal year 2021
   The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board holding office in the fiscal year 2021 be ratified for this period.
3. Election of the auditor and the group auditor for the fiscal year 2022 as well as the auditor to review potential interim financial reports for the fiscal years 2022 and 2023
4. 1. The Supervisory Board proposes the election of Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditor and group auditor for the fiscal year 2022 as well as auditor to review potential additional interim financial information or reports for the fiscal year 2022.
   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 2023 commencing on 1 April 2022 until the next General Meeting.
5. Resolution on the authorisation to acquire and use treasury shares in accordance with section 71 para. 1 no. 8 AktG and to exclude subscription rights and rights of tender
   The authorisation to buy back treasury shares in accordance with section 71 para. 1 no. 8 AktG resolved by the General Meeting of the Company on 10 August 2016 has expired on 9 August 2021 and is therefore no longer available. In order to maintain the possibility for the Company to acquire and use treasury shares in the future, a new authorization for the acquisition and use of treasury shares shall be adopted:
   The Management Board and the Supervisory Board therefore propose adopting the following resolution:
6. 1. The Management Board will be authorised until 3 February 2027 to acquire treasury shares of up to 10% of the share capital at the time this authorization takes effect or - if the following value is lower - at the time this authorization is exercised. The acquired shares together with any treasury shares which are acquired for other reasons which are held by or attributable to the Company pursuant to sections 71a et seqq. AktG may at no time exceed 10% of the Company's share capital.
   2. The authorization may be exercised in full or in part, on one or several occasions, by the Company, but also by entities which are controlled or majority-owned by the Company or third parties acting for the account of either such entities or the Company.
   3. The Management Board may elect to purchase the shares (1) via the stock exchange or (2) by way of a public tender offer addressed to all shareholders or by way of a public invitation to submit sales offers addressed to all shareholders of the Company.
   4. 1. If the shares are purchased on the stock exchange, the consideration paid for the acquisition of the shares (excluding incidental acquisition costs) may not, by more than 10%, exceed or be lower than the price of the McKesson Europe AG share determined by the volume-weighted average price during the last seven trading days preceding the date

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Agenda

of purchase at the German stock exchange with the highest trading volume of Company shares during the reference period.

1. 1. If the shares are purchased by way of a public tender offer addressed to all shareholders or by way of a public invitation to submit sales offers addressed to all shareholders, the purchase or sale price offered or the marginal values of the offered purchase or sale price range per share (in each case excluding incidental acquisition costs) may not, by more than 10%, exceed or be lower than the volume-weighted average price during the last seven trading days preceding the date of the resolution of the management board of the Company about the public tender offer or the public invitation to submit sales offers at the German stock exchange with the highest trading volume of Company shares during the reference period. If this value cannot be determined, the reference value is determined on the basis of a Company valuation performed according to accepted evaluation standards. Should the relevant stock exchange price used as reference value deviate significantly from the purchase or sale price offered or from the marginal values of the purchase or sale price range offered following the announcement of the public tender offer of the Company or the public invitation to submit sales offers, the offer or the invitation to submit offers for sale may be adjusted. In such a case, the relevant amount shall be determined by reference to the relevant price on the last dealing day prior to the resolution of the management board of the Company about the adjustment; the 10% limit for exceeding or being lower in price shall apply to such amount. The volume of the offer or the invitation to submit offers can be limited. If the overall acceptance of the offer or the shareholders' offers submitted as part of an invitation to submit offers exceeds this volume, the acquisition or the acceptance, as applicable, must be made under partial exclusion of any shareholder rights of tender in proportion to the shares offered in each case. A preferred acquisition or a preferred acceptance, as applicable, of smaller quantities of up to 100 shares of the Company offered for acquisition per shareholder of the Company may be provided for, subject to partial exclusion of any right of shareholders to tender their shares. Rounding according to the general rules of rounding (Rundung nach kaufmännischen Gesichtspunkten) in order to prevent arithmetical fractions of shares may also be provided for. The Company's Management Board will determine the further details of the offer or any public invitation to submit sale offers directed at the shareholders.
2. The Management Board will be authorised to dispose of treasury shares acquired on the basis of this authorisation, any earlier authorisation or otherwise via the stock exchange or via an offer directed at all shareholders. In the case of an offer directed at all shareholders, subscription rights for any fractional amounts will be excluded. The Management Board will be further authorised to use treasury shares acquired on the basis of this authorisation, an earlier authorisation or otherwise for any purpose permissible by law and, in particular, for the following purposes:
3. 1. They may also be disposed of, with the shareholders' subscription rights being excluded in this respect, in a manner other than via the stock exchange or by means of an offer to shareholders if the shares are sold in return for cash payment at a price that is not significantly lower than the stock exchange price (the reference value determined in accordance with the methodology described in lit. c) (1) of this authorisation shall be decisive in this respect) of the Company's shares. This authorisation is, however, subject to the condition that the total amount of shares disposed of under exclusion of the subscription right pursuant to section 71 para. 1 no. 8 sentence 5 in conjunction with section 186 para. 3 sentence 4 AktG does not exceed 10% of the relevant share capital of the Company. For the calculation of the 10% threshold, the share capital existing at the time this authorisation takes effect or - if the following value is lower - at the time this authorisation is exercised is decisive. Insofar as, during the term of such authorisation until its being used, other authorisations

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