Siegfried Annual Report 2009

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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
The Finance & Audit committee approves, together with the CFO, the remuneration of PwC for auditing and related services. 9. Information policy The Siegfried Group is committed to an open and consistent information policy. The media, financial analysts and other interest groups are kept up to date on important developments and events. Shareholders are informed semi-annually on the state of the business and receive the annual report and the semi-annual report upon request. The annual report, minutes of the previous General Meeting, media releases, important contacts, and current share price can be found at www.siegfried-holding.com. A news conference is held annually for the media and financial analysts. Siegfried Holding strictly observes the SIX Swiss Exchange’s duty of disclosure (ad hoc notification) regarding events that could affect the stock price. In 2010, the company will inform about the course of business as follows: – March 5, 2010: Publication of results for the 2009 business year at a media and analyst conference in Zofingen – April 14, 2010: General Assembly of Shareholders in Zofingen – August 27, 2010 (tentative): Publication of semi-annual figures at a telephone conference at 9:30 a.m. – October 28, 2010 (tentative): Publication of business figures for the first nine months of the 2010 business year Corporate Governance 37
Page 1 and 2: Siegfried Annual Report 2009
Page 4 and 5: Key numbers Siegfried Group 2009 20
Page 6 and 7: Letter from the Chairman & CEO Dear
Page 8 and 9: preconditioning the physical charac
Page 10 and 11: eaching 25% by the end of 2009. Pro
Page 12 and 13: election. Bernard Siegfried first j
Page 15 and 16: Roland Schuermann Head Chemical Ope
Page 17 and 18: 0. Foreword and general framework R
Page 19 and 20: Participation structure of Siegfrie
Page 21 and 22: 2. Capital structure 2.1 Capital Th
Page 23 and 24: Name Birthyear Position Entry Elect
Page 25 and 26: Bernard A. Siegfried, Ph.D., Honora
Page 27 and 28: Malcolm Perkins Malcolm Perkins (19
Page 29: 3.6 Executive management informatio
Page 32 and 33: Group Management From left to right
Page 34 and 35: 4.2 Portraits Dr. Rudolf Hanko, CEO
Page 36 and 37: Marianne Späne, President Siegfrie
Page 38 and 39: 4.3 Management Contracts Siegfried
Page 43 and 44: Dr. Tanja Westphal Manager Pharmace
Page 45 and 46: IntroductionSituation ‘Sustainabi
Page 47: 2009 Audits Site Inspections (Custo
Page 50 and 51: Compliance Introduction Siegfried i
Page 52 and 53: Our goal is to cultivate a quality
Page 54 and 55: External audits During 2009, nation
Page 56 and 57: the Siegfried teams pedaled the dis
Page 58 and 59: Energy consumption 2009 2008 2007 2
Page 60 and 61: Water consumption Water consumption
Page 62 and 63: Reclaimed solvents 2009 2008 2007 2
Page 64 and 65: Fines and non-monetary penalties Si
Page 66 and 67: Total workforce by region as of Dec
Page 69 and 70: Ken Zrebiec Director of Operations
Page 71 and 72: elated to the Deliver project. In a
Page 73 and 74: Consolidated income statement In 10
Page 75 and 76: Consolidated statement of changes i
Page 77 and 78: Reclassification of Balance sheet J
Page 79 and 80: exchange rates prevailing on the tr
Page 81 and 82: of discounted future cash flows. Va
Page 83 and 84: production overheads related to the
Page 85 and 86: Financial risk management Financial
Page 87 and 88: to 20.5% (2008: 17.7%) and 13.4% (2
Page 89 and 90: ealized, the obligation to eliminat
Page 91 and 92:
2. Property, plant and equipment La
Page 93 and 94:
4. Investments in associated compan
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6. Financial and other non-current
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8. Inventories In 1 000 CHF 2009 20
Page 99 and 100:
13. Treasury shares Treasury shares
Page 101 and 102:
19. Employee benefits and personnel
Page 103 and 104:
The following table shows how the a
Page 105 and 106:
CHF 1.2 million) were purchased fro
Page 107 and 108:
In addition to sales of products ne
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Five-year overview 2005 - 2009, con
Page 112 and 113:
Financial Statements Siegfried Hold
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Transparency Law Art. 663b and Art.
Page 116 and 117:
Siegfried Group, in which the risks
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Stock market data 2009 2008 2007 20
Page 120:
Publisher’s note This annual repo
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Siegfried Annual Report 2009

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