Walgreens 2014 Annual Report Download - page 105

The foregoing description of the Reorganization Merger Agreement is qualified in its entirety by reference to the
full text of the Reorganization Merger Agreement, which is attached as Exhibit 2.3 hereto and incorporated
herein by reference.
Annual Meeting of Shareholders
Walgreen Co. does not expect to hold an annual meeting of shareholders while the second step of the Alliance
Boots transaction and reorganization of Walgreens into a new holding company structure (the “Reorganization”)
are pending and will hold an annual meeting during its fiscal year ending August 31, 2015 only if the
Reorganization has not been completed. If the Reorganization is completed, it is currently intended for
Walgreens Boots Alliance, Inc. to hold its initial annual meeting of stockholders during its fiscal year ended
August 31, 2015 as promptly as practicable following the completion of the Reorganization. If the
Reorganization is completed by the first quarter of calendar 2015 as currently expected, Walgreens Boots
Alliance plans to hold its initial annual meeting of stockholders (“WBA Annual Meeting”) on May 20, 2015 at a
time and place to be specified in its proxy statement relating to that meeting. The WBA Annual Meeting will be
held only if the Reorganization is completed.
If you want Walgreens Boots Alliance to consider including a proposal in its proxy statement relating to the
WBA Annual Meeting following completion of the Reorganization, you must have delivered it in writing to
Walgreens Boots Alliance’s Corporate Secretary, Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield,
Illinois 60015 by November 28, 2014 (or, if the date of the WBA Annual Meeting is moved by more than 30
days, the deadline will be a reasonable time before Walgreens Boots Alliance begins to print and send its proxy
materials, which date will be announced by Walgreens Boots Alliance), and such proposal and your submission
thereof must comply with applicable SEC rules and regulations regarding the inclusion of stockholder proposals
in company-sponsored proxy materials.
If you want to present a proposal or nominate a candidate for election to the Walgreens Boots Alliance Board of
Directors at the WBA Annual Meeting following completion of the Reorganization but do not wish to have it
included in Walgreens Boots Alliance’s proxy statement, you must submit the proposal in writing to Walgreens
Boots Alliance’s Corporate Secretary, Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois
60015 on or after January 20, 2015 and no later than February 19, 2015 (or, if the date of the WBA Annual
Meeting is changed to be before April 20, 2015 or after July 19, 2015, then between (i) the close of business on
the 120th day prior to the date of the WBA Annual Meeting and (ii) the later of the close of business on the 90th
day prior to the date of the WBA annual meeting or the close of business on the 10th day after the first public
announcement of the date of the WBA annual meeting). Stockholder proposals must be in proper written form
and must meet the detailed disclosure requirements set forth in Walgreens Boots Alliance’s bylaws, including a
description of the proposal, the relationship between the proposing stockholder and the underlying beneficial
owner, if any, and such parties’ stock holdings and derivative positions in Walgreens Boots Alliance’s
securities. Walgreens Boots Alliance’s bylaws also require that stockholder proposals concerning nomination of
directors provide additional disclosure, including such information Walgreens Boots Alliance deems appropriate
to ascertain the nominee’s qualifications to serve on its Board of Directors, disclosure of compensation
arrangements between the nominee, the nominating stockholder and the underlying beneficial owner, if any, and
any other information required to comply with the proxy rules and applicable law. If you would like a copy of
these provisions, please contact Walgreens Boots Alliance’s Corporate Secretary at the above address, or access
Walgreens Boots Alliance’s bylaws filed as an exhibit to the S-4 registration statement filed by Walgreens Boots
Alliance in connection with the Reorganization. Failure to comply with Walgreens Boots Alliance’s bylaw
procedures and deadlines may preclude presentation and consideration of the matter or nomination of the
applicable candidate for election at the WBA Annual Meeting.
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