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PDF (1.26 MB) - Geberit International AG

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34<br />

Each option entitles to subscribe for one share. On 31<br />

December 2005, a total of 8,462 options of the members<br />

of the Group Executive Board were outstanding.<br />

3,800 options were exercised in the year under review.<br />

Convertible bonds ownership in the year under review<br />

On 31 December 2005, the members of the Board of<br />

Directors held 200 convertible bonds, the members of<br />

the Group Executive Board held no convertible bonds.<br />

Additional fees and remunerations<br />

No additional fees and remunerations were paid to<br />

members of governing bodies in the year under review.<br />

Loans to members of governing bodies<br />

No loans to members of governing bodies are outstanding.<br />

Highest total compensation<br />

The highest individual compensation to a member of<br />

the Board of Directors in the year under review (fixed<br />

salary, bonus) amounted to TCHF 644. TCHF 167<br />

thereof relates to bonus payments for which provisions<br />

have been established. Such bonus payment will be<br />

made in the following year and may be received in cash<br />

and/or in the form of shares.<br />

No options were allotted to the member of the Board of<br />

Directors with the highest total compensation.<br />

Corporate Governance<br />

6. Shareholders’ participation<br />

Voting rights and representation restrictions<br />

Upon request and presentation of evidence of the transfer,<br />

acquirers of shares are registered as shareholders<br />

with voting rights in the share register if they explicitly<br />

declare to hold the shares in their own name and for<br />

their own account. The articles of incorporation provide<br />

for a maximum registration of 3% of the shares held<br />

by nominees, which may be permitted by the Board of<br />

Directors. The Board of Directors may register nominees<br />

as shareholders with voting rights in excess of<br />

such registration limitation, provided the nominees<br />

disclose detailed information and shareholdings of the<br />

persons for which they hold 0.5% or more of the share<br />

capital.<br />

No exceptions to these rules were granted in the year<br />

under review.<br />

The voting right may only be exercised if the shareholder<br />

is recorded as a voting shareholder in the share register<br />

of <strong>Geberit</strong> <strong>AG</strong>. Treasury shares have no voting rights.<br />

With respect to the participation in the general meeting,<br />

there are no regulations in the articles of incorporation<br />

which deviate from the law.

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