English - Siegfried

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9.3 Calling a General Meeting of Shareholders andsetting the agendaThe calling of a General Meeting of Shareholders and settingof the agenda are subject to the applicable legal regulations.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 GeneralMeeting, when submitted at least 45 days prior to theGeneral Meeting of Shareholders. Siegfried Holding AGalso asks these stockholders if they intend to submit anyparticular agenda items.9.4 Entry into the share register/invitation to theGeneral Meeting of April 13, 2006For the General Meeting the Board of Directors has set adeadline (Thursday, April 5, 2007, 8:00 a.m.) to determinethe eligible shareholders. All participants must be registeredin the share register by this time. Admission tickets andvoting materials can be ordered with the reponse card (atSiegfried Holding AG, Share Register, c/o Nimbus AG, Postfach,CH-8866 Ziegelbrücke, Switzerland) before April 10,2007. Upon receipt of the response card, an admissionticket and the voting materials are sent to the shareholder.No entries will be made into the share register from April 5,8:00 a.m., 2007 until April 20, 2007. Shareholders whosell their shares prior to the General Meeting of Shareholdersforfeit their voting rights.– Registration requests are considered granted if the companyhas not denied them within 20 days after receipt.– Petitioners must declare in writing that they have acquiredthe shares in their own name and account.– The Board of Directors must deny the request if thepetitioner alone or together with associated personscontrols more than 3% of the voting rights after approval.– Upon presentation of relevant reasons, the Board ofDirectors may approve exceptions.– To the extent that federal regulations require that thecompany be controlled by Swiss citizens, the Board ofDirectors must deny the request if the registered foreigneralready controls over 10% of the voting rights or woulddo so after registration.No exceptions were granted during the reporting year.The invitation to the General Meeting and the proposalsof the Board of Directors can be viewed on the website ofSiegfried Holding AG.9.5 Limitations on transferabilityOnly persons entered in the share register can exercise theright to vote and the privileges related thereto. Registrationis subject to the following statutory restrictions:Corporate Governance43
10. Control changes anddefensive measures10.1 Duty to offerThere are no statutory regulations regarding opting out oropting up (Art. 22 BEHG).10.2 Control change clausesThere are no control change clauses.11. Auditorsstatement of the Siegfried Group and for related services.In addition, PwC was paid CHF 111 000 for tax accountingand other services.11.3 Supervision and control instruments relatedto the auditPerformance, remuneration and independence are discussedand assessed annually by the Audit & Finance committee,which submits a report to the Board regarding retention orchange of the Group auditors and the company auditor. Eachyear the audit report is reviewed with the external auditors.11.1 Period of the contract and length of serviceof the lead auditorPricewaterhouseCoopers AG (PwC), Basel (or predecessororganizations) has been the auditor of Siegfried Holding AGsince 1920, and auditor of the Siegfried Group since 1922.The lead auditor, Dr M. Jeger, carried out the audits of bothmandates for the fourth time in the business year 2006.11.2 Audit fees and additional feesPwC billed the Siegfried Group CHF 229 000 during the2006 business year for services in connection with auditingof the financial statement of Siegfried Holding AG andof the Group companies and the consolidated financial44 Corporate Governance
Page 1 and 2: Siegfried - when substance mattersA
Page 3 and 4: OverviewFor 2006, the Siegfried Gro
Page 6 and 7: Sabrina BaumannChemical Lab Apprent
Page 8 and 9: custom synthesis and shorten projec
Page 10: we are obligated to maintain our in
Page 13 and 14: Annual ReportThe Siegfried Division
Page 15 and 16: apid change as significant price er
Page 17 and 18: The Siegfried Division PipelineThe
Page 19 and 20: The Sidroga DivisionThe Sidroga Div
Page 21 and 22: OutlookThe revenues for active phar
Page 23 and 24: Board of Directors and Corporate Of
Page 26 and 27: Adrian AzzopardiQuality Control Man
Page 28 and 29: 2. Foreword and general frameworkRe
Page 30 and 31: 3.2 Participation structure of Sieg
Page 32 and 33: 4.2 CrossholdingsThe Siegfried Grou
Page 34 and 35: 6.2 ProfilesDr Markus Altwegg, Chai
Page 36 and 37: Prof Dr med Felix GutzwillerFelix G
Page 38 and 39: 6.3 Linking directorates6.3.1 Corpo
Page 40 and 41: Excerpt from the company regulation
Page 42 and 43: 7.2 ProfilesDouglas C. Günthardt,
Page 44 and 45: 7.3 Management ContractsSiegfried H
Page 48: 12. Information policyThe Siegfried
Page 51 and 52: Report on“Safety - Health - Envir
Page 53 and 54: Overview 2002-2006Key corporate fig
Page 55 and 56: Resources2002-2006 overviewUnit 200
Page 57 and 58: Workplace accidentsComparison: 2002
Page 60 and 61: Paul GauvreauProcess Development Ch
Page 62 and 63: Net profits declined from CHF 36.5
Page 64 and 65: Consolidated Income Statementfor th
Page 66 and 67: Consolidated Statement of Recognize
Page 68 and 69: Restated Recognized Income and Expe
Page 70 and 71: asset in question is reviewed and,
Page 72 and 73: Research and development Research a
Page 74 and 75: Financial Statements Siegfried Grou
Page 76 and 77: 2. Property, plant and equipmentIn
Page 78 and 79: The recoverability of capitalized G
Page 80 and 81: 8. Other current assetsIn 1000 CHF
Page 82 and 83: The financial liabilities are denom
Page 84 and 85: The following amounts are recognize
Page 86 and 87: Contingent liabilities for addition
Page 88 and 89: Report of the Group auditorsto the
Page 90: Financial Statements Siegfried Grou
Page 93 and 94: Financial Statements Siegfried Hold
Page 95 and 96: Securities are stated at the lower
Page 97 and 98:
Stock market data2006 2005 2004 200
Page 99 and 100:
Cautionary statement regarding forw
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English - Siegfried

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