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88 Saurer Textile Solutions H. Fischer* S. Kross, P. Stiefenhofer J. Röttgering Embroidery Dr. J. Henz Neumag Dr. C. Voigtländer Ringspinning Systems H. Kamp 1. Group structure and shareholders. 1.1 Group structure. Saurer Ltd. is a corporation organized under the laws of Switzerland with legal domicile in Arbon. The activities of the group are divided into two main operating divisions: Saurer Textile Solutions and Transmission Systems. The Board of Directors intends to divest the Surface Technology activities and these are consequently disclosed separately as discontinuing operations. * Member of Senior Management. Rotor Spinning Systems J. Cundill Spinning Machines M. Stillger Texparts J. Steiger Saurer Ltd. Board of Directors CEO and Delegated Member of the Board of Directors H. Fischer* Finance, Controlling, CFO P. Stiefenhofer* Texturing Machines K. Karrasch Twisting Dr. D. Burger Winding Systems G. Küsters Corporate Communications Dr. C. Ackermann S. Lalive d’Epinay as from April 1, 2004 Transmission Systems Dr. M. Lamberto* G. Sarti, A. Prono, S. Puglisi, S. Piazza Corporate Development J. Steiger* IonBond Dr. M. Marchetti* R. Ahuja, R. Bonetti, E. Denisse, A. Stevenson The major companies of Saurer are set out in the list of principal companies and investments on page 73. 1.2 Significant shareholders. At the end of 2003 the following shareholders were registered: Shareholders Number of shares Number of shareholders Individuals 11.45% 87.51% Corporate entities 46.78% 12.49% Treasury shares 7.21% – Shares in the process of transfer 34.57% – Internal Audit H. Beumer Surface Technology Xaloy W. Cox*
According to information available to the company, there is no shareholder with a beneficial ownership exceeding 5%. 1.3 Cross-shareholdings. There are no cross-shareholdings. 2. Capital structure. 2.1 Capital. The issued share capital of Saurer Ltd. is CHF 177 445 000, comprising 15 430 000 fully paid registered shares with a nominal value of CHF 11.50 each. 2.2 Authorized and conditional capital. Details of the authorized and conditional capital are set out in Note 17 on page 68 2.3 Changes of capital. Information on movements in the capital structure for 2003 and 2002 are set out in the consolidated statement of shareholders’ equity on page 54. The movements for the year 2001 are set out in the consolidated statement of shareholders’ equity on page 26 of the Annual Report 2002, which is available on the group’s homepage, www.saurer.com. 2.4 Shares and participation certificates. Each registered share is entitled to one vote at the General Meeting of Shareholders. Voting rights may only be exercised after the shareholder has been registered in the share register. All shares are entitled to full dividend rights. The voting rights of treasury shares held by the company or its subsidiaries are suspended. In the event of a capital increase through the issue of new shares, the existing shareholders have subscription rights in proportion to their existing shareholding, unless the General Meeting of Shareholders restricts or excludes such rights for important reasons, especially in connection with the acquisition of investments or employee participation. Saurer Ltd. has not issued (non-voting) participation certificates. 2.5 Bonus certificates. Saurer Ltd. has not issued bonus certificates. 2.6 Limitations on transferability and nominee registrations. There are no restrictions either for Swiss nor for non-Swiss investors with regard to registration in the share register. Similarly there are no limits 89
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LIVING SAURER. THE ANNUAL REPORT 20
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The business year 2003. 9 Financial
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THE BUSINESS YEAR 2003. 9
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Asian markets in particular, led by
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tion, teams made up of members from
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concentrated mainly on Turkey. To a
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Saurer generates 70% of its textile
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Outlook. This year it is especially
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A company is more than its balance
Page 19 and 20: The internationality and the perfor
Page 21 and 22: Our economic strength provides us w
Page 23 and 24: FINANCIAL REPORT 2003.
Page 25 and 26: Management’s discussion of result
Page 34 and 35: Consolidated income statement for t
Page 36 and 37: Consolidated cash flow statement fo
Page 38 and 39: Organization and business activity
Page 40 and 41: Provisions are set up for current l
Page 42 and 43: By division (continued) Notes to th
Page 44 and 45: Notes to the consolidated financial
Page 54 and 55: 21 Related parties Notes to the con
Page 56 and 57: Share % share Consol- Company Locat
Page 58 and 59: MULTIPLE YEAR COMPARISON.
Page 60 and 61: Balance sheet (EUR 000) 31.12.03 31
Page 62 and 63: Multiple year comparison Balance sh
Page 64 and 65: Saurer Ltd. - Income statement for
Page 66 and 67: Notes (CHF) Saurer Ltd. - Notes to
Page 68 and 69: Report of the statutory auditors to
Page 72 and 73: egarding the number of shares eligi
Page 74 and 75: Group, Tiengen (1975 to 1980). Chie
Page 76 and 77: 3.3 Cross-involvement. There is no
Page 78 and 79: The CEO as Delegated Member regular
Page 80 and 81: 4.2 Education, professional backgro
Page 82 and 83: Saurer does not issue stock to empl
Page 84 and 85: 5) Options held as of December 31,
Page 86 and 87: 6.5 Registrations in the share regi
Page 88 and 89: ADDRESSES WORLDWIDE.
Page 90 and 91: Addresses worldwide. Company Addres
Page 92 and 93: SHARE STATISTICS.
Page 94: Imprint. Publisher: Saurer Ltd. Con
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