We make our customers successful. - Oerlikon Barmag
We make our customers successful. - Oerlikon Barmag
We make our customers successful. - Oerlikon Barmag
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egarding the number of shares eligible for voting rights to be registered. However, in accordance with<br />
the articles of incorporation, supported by the law, there is an obligation to report participations which<br />
exceed or fall below 5, 10, 20, 331 ⁄ 3, 50 and 662 ⁄ 3 percent respectively. In the event that a participation<br />
of 331 ⁄ 3 is attained, the holder of this participation is obliged to submit a public tender offer (according<br />
to the bylaws of the company as well as the Swiss Federal Act on Stock Exchanges and Securities Trading<br />
– “SESTA” – of 1995, Articles 20 and 32).<br />
Registered shares not physically in existence, including the rights associated therewith, may only be transferred<br />
by assignment. Saurer Ltd. must be notified for assignments to be valid. If registered shares not<br />
physically in existence are managed by a bank on the instruction of a shareholder, such registered<br />
shares may only be transferred with the cooperation of the bank.<br />
2.7 Convertible bonds and options. Details of the convertible bond are set out in Note 13 on pages 64<br />
and 65, and details of stock options are set out in Note 20 on page 70.<br />
3. Board of Directors.<br />
3.1 Members. The Board of Directors consists of a minimum of three and a maximum of nine members.<br />
Name Nationality Position Date of first appointment<br />
Prof. Dr. Giorgio Behr Swiss Chairman, non-executive June 6, 1995<br />
Ulrich Schmidt German Deputy chairman, non-executive May 16, 2000<br />
Heinrich Fischer Swiss Delegated member, executive member May 18, 1998<br />
Heinz Bachmann Swiss Non-executive member May 14, 2003<br />
Alexis Fries Swiss Non-executive member May 16, 2002<br />
Hans-Georg Härter German Non-executive member May 16, 2002<br />
Prof. Dr. Günther Schuh German Non-executive member May 16, 2002<br />
3.2 Education, professional background, other activities and functions. None of the non-executive<br />
members of the Board was a member of Saurer’s management in the three financial years preceding the<br />
current year, except for Heinz Bachmann. None of the non-executive members of the Board has important<br />
business connections with Saurer, except as noted in 5.1 below. None of the members of the<br />
Board exercises official functions or holds political posts.<br />
90
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