Siegfried Annual Report 2009

Shareholders with at least 250,000 shares with voting rights,
amounting to a total nominal capital of CHF 500,000 are
authorized to propose agenda items for the General Meeting,
when submitted at least 45 days prior to the General
Meeting of Shareholders. Siegfried Holding AG also inquires
if these stockholders intend to submit any particular agenda
items.
6.4 Entry into the share register/invitation
to the General Meeting of April 14, 2010
For the General Meeting the Board of Directors has set a
deadline (Wednesday, April 7, 2010, 8:00 a.m.) to determine
the eligible shareholders. All participants must be registered
in the share register by this time. Admission tickets and
voting materials can be ordered with the response card
(Siegfried Holding AG, Share Register, c/o Nimbus AG, Postfach,
CH-8866 Ziegelbrücke, Switzerland) by April 9, 2010.
Upon receipt of the response card, an admission ticket and
the voting materials are sent to the shareholder. No entries
will be made into the share register from April 7, 2010,
8 a.m. until April 15, 2010. Shareholders who sell their
shares prior to the General Meeting of Shareholders forfeit
their voting rights.
The invitation to the General Meeting, the minutes of the
previous General Meeting, and the proposals of the Board of
Directors can be viewed on the website of Siegfried Holding
AG (www.siegfried-holding.com) as of March 23.
7. Control changes and defensive measures
7.1 Duty to offer
There are no statutory regulations regarding opting out
or opting up (Art. 22 BEHG).
7.2 Control change clauses
There are no control change clauses.
8. Auditors
8.1 Period of the contract and length of service
of the lead auditor
PricewaterhouseCoopers AG (PwC), Basel (or predecessor
organizations) has been the auditor of Siegfried Holding AG
since 1920. The lead auditor, Dr. M. Jeger, carried out the
audits of both mandates for the seventh time in 2009.
8.2 Audit fees and additional fees
PwC billed the Siegfried Group CHF 377,400 during 2009
for services in connection with auditing of the financial
statement of Siegfried Holding AG and of the Group
companies and the consolidated financial statement of the
Siegfried Group. PricewaterhouseCoopers also received
CHF 36,000 for tax services. For the auditing of foreign subsidiaries
CHF 37,000 was paid to other auditing companies;
these companies received over CHF 133,000 for further
services in 2009.
8.3 Supervision and control instruments
related to the audit
As mandated by the Board of Directors, the Audit & Finance
committee oversees and evaluates the performance of the
external auditors, and advised if PwC should be nominated
for re-election at the General Meeting. The parameters used
to judge auditor services include technical and operative
competency, an independent and objective point of view,
application of sufficient resources, a focus on areas of higher
risk for Siegfried, presentation of effective and practical recommendations,
and open and efficient communication and
coordination with the Finance & Audit committee. In 2009,
the committee met three times with the PwC representatives.
Usually, all members of the Finance & Audit committee,
the partner and senior PwC manager, our CEO, CFO,
and the Chief Communications Officer/Secretary to the
Board of Directors attend these meetings. The auditors present
the auditing plans and test results to the committee and
submit a comprehensive report to the Board of Directors
(as specified by Art. 728b of the Swiss Code of Obligations).
36 Corporate Governance