English - Siegfried

8.5 Distribution of shares in the 2006 business yearTogether with the shares distributed through share purchaseplan, no further Siegfried Holding AG shares were allottedto members of the Board of Directors, Group management,or to per sons associated with them during the 2006business year.8.6 Stock ownershipSee table under Section 4.1.8.7 Additional fees and compensationNo members of the Board of Directors, Group management,or persons associated with them billed either SiegfriedHolding AG or any of its Group companies for additionalservices during the 2005 business year for an amount thatis 50% or more than the regular compensation levels.8.8 Loans to corporate bodiesMembers of the Board of Directors or Group managementand/or persons closely associated with them are/were notpreviously involved in any business activities beyond theusual activities of Siegfried Holding AG or any of its Groupcompanies, or in other extraordinary business activities thatare essential to Siegfried Holding AG during the current orthe previous business year.As of 31 December 2006, Siegfried Holding AG and itsGroup companies have provided no guarantees, loans,advances or credits to members of the Board or Groupmanagement, or to any person associated with them.At the same time, advances amounting to CHF 40 000were due to members of the Group management.9. Participatory Rights of Shareholders9.1 Voting rights and proxyEach voting share registered at the General Meeting ofShareholders of Siegfried Holding AG is accorded one vote.Registered shareholders can choose to be represented bya legal representative or by another registered shareholder,which requires a written power of attorney.9.2 Statutory quorumsDecisions are made at the General Meeting of Shareholdersby absolute majority of the shares voted, unless otherwiserequired by law or the statutes. In a tie vote, the chairpersoncasts the deciding vote.At least a two-thirds majority of the shares voted and anabsolute majority of the share value is required for decisionsconcerning:– Amendment of the corporate purpose– Introduction of voting shares– Amendment of the provisions concerning the transferof registered shares– Conversion of registered shares into bearer shares– An authorized or conditional increase in capital– An increase in capital from shareholder’s equity, from aa non-cash capital contribution or asset acquisition, orfrom the granting of special privileges– Restriction or cancellation of stock options– Transfer of the company’s legal place of business– Company closure without liquidation8.9 Highest total compensationThe highest compensation for a Board member wasCHF 304 700 paid to Markus Altwegg (excluding employerscontribution to social security, including contribution forshare purchase plan).42 Corporate Governance