2.4 Shares and Participation Certificates2.4.1 SharesEach share has a nominal value of CHF 9.40 and each share recorded and registered under a shareholder’sname in the share register of <strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong> is entitled to one vote. There are no preferential rightsfor individual shareholders and all shareholders are entitled to equal dividends.On January 1, 2010, the new Swiss Federal Act on Intermediated Securities (FISA) became effective. <strong>Uster</strong><strong>Technologies</strong> <strong>Ltd</strong> created the uncertificated securities book (Wertrechtebuch) pursuant to art. 973c of theSwiss Code of Obligations. In addition the shares of <strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong> are registered with the SIX SISAG and will qualify as intermediated securities in accordance with the FISA.2.4.2 Participation Certificates<strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong> has not issued any participation certificates.2.5 Profit Sharing Certificates<strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong> has not issued any profit sharing certificates.2.6 Limitations on Transferability and Nominee Registrations2.6.1 Limitations on TransferabilityAcquirers of registered shares will be recorded in the share register as shareholders with the right to vote,provided they explicitly declare to have acquired these registered shares in their own name and for their ownaccount.2.6.2 Nominee RegistrationsNominees are persons or entities who do not expressly declare in the application form to hold the shares fortheir own account and with whom the Board of Directors has entered into the according contractual agreements.According to the articles of association, the Board of Directors may record nominees in the share register withvoting rights for shares up to a maximum of 3.0% of the outstanding nominal share capital. Shares held by anominee that exceed this limit are only registered in the share register with voting rights if such nominee declaresin writing to disclose name, address and shareholding of any person or legal entity for whose account itis holding 1.0% or more of the outstanding share capital.Legal entities and associations or other partnerships that are linked by capital, voting power, managementor in other manner as well as all persons, entities and partnerships that are acting in concert with a view tocircumvent the restrictions on nominee registration (especially as a syndicate) are deemed to be one nominee.2.7 Convertible Bonds and Warrants/Options<strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong> has not issued any convertible bonds, warrants or options.30 <strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong> | <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
3 Board of Directors3.1 Members of the Board of DirectorsThe following information sets forth the name, year of birth, function, election and directorship term ofeach Member of the Board of Directors, all of whom except for Geoffrey Scott are non-executive directors,followed by a short description of each Member’s business experience, education and activities.Max-Ulrich Zellweger, Chairman of the Board of DirectorsMax-Ulrich Zellweger has been a Member of the Board of Directors of <strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong> since 2003 andis elected until 2010. Between 1987 and 1992 he was Area Manager Asia Pacific of Schindler Elevators Co. andin this function responsible for the subsidiaries and joint ventures of Schindler in China, Japan, India, HongKong and other Asian countries. He is now Managing Partner of Pacific Consult <strong>Ltd</strong>, a Zurich and Shanghaibased business consultant specialized on business development in Asia, established in 1992 by Max-UlrichZellweger with some partners. He frequently lectures on Asia-related topics at universities and ExecutiveMBA courses. Furthermore, he is Chairman of the Board of Directors of Fr. Sauter Holding AG and a Memberof the Board of Directors of Fr. Sauter AG, Bartec GmbH (Germany) and Pacific Consult <strong>Ltd</strong>. Max-UlrichZellweger holds a Masters degree in Mechanical Engineering of the Swiss Institute of Technology (ETH) inZurich. He was born in 1941 and is a Swiss citizen.Dr. Beat E. Lüthi, Vice-Chairman of the Board of DirectorsBeat E. Lüthi has been elected a Member of the Board of Directors of <strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong> in 2008 for aperiod of three years until 2011 and holds office of Vice Chairman. He acts as CEO of CTC Analytics <strong>Ltd</strong>, aleading mid-sized Swiss Laboratory Instrument Company in the field of chromatography automation. From2003 until 2007 he headed the Laboratory Division of Mettler-Toledo. From 1998 to 2002 he was CEO of Feintool,a listed fine blanking company. From 1990 to 1998 he held various management positions at Mettler-Toledo. He is a member of the Board of Directors of Bossard, Stadler Rail and Addex Pharma. Beat E. Lüthiholds a PhD and graduated in Electrical Engineering from the Swiss Federal Institute of Technology (ETH)in Zurich. He absolved a Senior Management Program at INSEAD, Paris. He was born in 1962 and is a Swisscitizen.Dr. Barry James Mulady, Member of the Board of DirectorsBarry James Mulady has been a Member of the Board of Directors of <strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong> since 2003 andis elected until 2012. He has been Chairman of PageOne Communications <strong>Ltd</strong>, London, England, since 2000and is Chairman of ipTEST <strong>Ltd</strong>, Guildford, England. From 2000 to 2006, he served as a non-executive Directorof Tellermate plc, Newport, Wales and Sensima <strong>Ltd</strong>, London. From 1996 to 1999 he was CEO of Airtechplc, Aylesbury, England. Prior to that he served as President of Fisons Instruments Europe and CEO of VGInstruments plc. He has broad experience in general management, mergers and acquisitions and businessdevelopment. Barry James Mulady earned a First Class Honours Degree in Physics and a PhD in NuclearMagnetic Resonance from the University of Nottingham. He was born in 1947 and is a British citizen.Corporate Governance 31
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The changes in the present value of
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16 Income TaxStatement of Comprehen
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Movements in Temporary DifferencesT
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The ageing of these receivables is
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21.3 DividendsThe holders of regist
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Restructuring ProvisionsThe Company
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26 Operating Lease CommitmentsNon-c
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Report of the Statutory Auditor on
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Uster Technologies Ltd - Financial
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Uster Technologies Ltd - Notes to t
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10 Investments in SubsidiariesAs of
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Executive Committeein CHF 2008Name
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Report of the Statutory Auditor on
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Information for InvestorsShare Info
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Key Figuresin CHF 1,000 Jan 1 -Dec
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in CHF 1,000 2009 2008 2007 2006 1)
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ImprintContent Concept and EditingI