2005 Annual Report Julius Baer Holding Ltd. - GAM Holding AG

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Corporate Governance 2.4 Shares and participation certificates Shares Number of shares as of 31 December 2004 2005 1 Registered shares with par value of CHF 0.10 9 566 140 111 628 239 (all entitled to dividends) Bearer shares with par value of CHF 0.50 8 855 094 - of which entitled to dividends 8 165 534 - 1 The change in the capital structure and the increase of the share capital occurred in three steps: – Creation of single-class registered shares in April through the splitting and conversion of the 8 855 094 bearer shares with a par value of CHF 0.50 each into 44 275 470 registered shares with a par value of CHF 0.10 each. This resulted in CHF 5 384 161 of share capital, divided into 53 841 610 registered shares with a par value of CHF 0.10 each. – Ordinary increase of the share capital in November through the issue of 37 696 358 new registered shares with a par value of CHF 0.10 each, at a subscription ratio of 4:3 and an offer price of CHF 68 per share. This resulted in CHF 9 063 096.80 of share capital, divided into 90 630 968 registered shares with a par value of CHF 0.10 each. – Creation of CHF 2.1 million of authorized share capital in November for the purpose of issuing 20 997 271 registered shares with a par value of CHF 0.10 each in order to, in combination with 2 672 800 treasury shares and 330 000 additional own shares, grant UBS AG a stake of 21.5% in the share capital of Julius Baer Holding Ltd. This resulted in CHF 11 162 823.90 of share capital upon completion of the transaction, divided into 111 628 239 registered shares with a par value of CHF 0.10 each. There are no preferential rights or similar rights. Each share is entitled to one vote. Participation certificates There are no participation certificates. 2.5 Bonus certificates There are no bonus certificates. 2.6 Limitations on transferability and nominee registrations (as of 31 December 2005) The company shall keep a share register, in which the owners and usufructuaries of the registered shares are entered with their name, address and nationality, respectively, place of incorporation in case of legal entities. In relation to the company, any person entered in the share register shall be deemed to be the shareholder. Registered shares not physically represented by a certificate and the rights arising therefrom can only be transferred by assignment. The assignment shall only be valid if notice thereof is given to the company. Where 36
egistered shares not physically represented by a certificate are administered by a bank on behalf of a shareholder, these shares can only be transferred under the collaboration of the bank. A person having acquired registered shares shall upon application be entered into the share register as shareholder with voting rights, provided that such person expressly acknowledges that he/she has acquired the shares in his/her own name and for his/her own account. If the person acquiring registered shares does not provide such acknowledgment, the Board of Directors may refuse the entry in the share register. The Board of Directors may issue rules for the entry in the share register of fiduciaries/nominees. It may enter in the share register fiduciaries/nominees with voting rights of up to 2% of the share capital. The details are set forth in Article 4.4 of the Articles of Incorporation. 2.7 Convertible bonds and options There are no outstanding convertible or warrant bonds. Information on employee options is disclosed in section 5. 2.8 Trading volume Average daily trading volume amounted to CHF 36.9 million in 2005. Thus the cumulative turnover in 2005 reached a volume of CHF 9.42 billion. 2.9 Distribution of profit Julius Baer Holding Ltd. follows a profit-oriented dividend policy (cf. page 15). Corporate Governance 37
Page 1 and 2: 2005 Annual Report Julius Baer Hold
Page 3 and 4: Key figures 2004 2005 Change CHF m
Page 5: Annual Report 2005
Page 8 and 9: Foreword 4 Dear Shareholders and Cl
Page 10 and 11: Foreword 6 Annual financial results
Page 12 and 13: Foreword 8 The significant economie
Page 14: Foreword 10 2005 will go down in th
Page 17 and 18: anks, the decision has been made to
Page 19 and 20: this corresponds to CHF 2.59 per re
Page 21: 2004 2005 Change Change CHF m CHF m
Page 24 and 25: Private Banking 20 Private Banking
Page 26 and 27: Asset Management 22 Asset Managemen
Page 28 and 29: Trading & Sales 24 Trading & Sales
Page 30 and 31: Corporate Center 26 Corporate Cente
Page 32 and 33: Corporate Center 28 Our model of su
Page 35 and 36: Corporate Governance
Page 37 and 38: 1.2 Cross-shareholdings There are n
Page 39: 2.3 Changes of capital The descript
Page 43 and 44: Corporate Governance tors of Julius
Page 45 and 46: 3.3 Cross-involvement Since 2004, M
Page 47 and 48: The Chairman’s Committee receives
Page 49 and 50: Group Executive Board The Group Exe
Page 51 and 52: Group Managing Board of UBS AG, 199
Page 53 and 54: 4.3 Other activities and functions
Page 55 and 56: Equity Bonus Plan 2004 2005 Number
Page 57 and 58: 5.3 Compensation for former members
Page 59 and 60: 5.7 Additional honorariums No addit
Page 61 and 62: 7. Changes of control and defense m
Page 63 and 64: 9. Information policy Julius Baer H
Page 65 and 66: Financial Report
Page 67 and 68: Consolidated income statement 2004
Page 69 and 70: 31.12.2004 31.12.2005 Change Change
Page 71 and 72: Translation differences 2003 2004 2
Page 73 and 74: Consolidation policies and valuatio
Page 75 and 76: when the contractually stipulated p
Page 77 and 78: A hedge is regarded as highly effec
Page 79 and 80: Intangible assets Intangible assets
Page 81 and 82: In the case of defined benefit pens
Page 83 and 84: Under revised IAS 32, certain deriv
Page 85 and 86: Notes JULIUS BAER GROUP 81
Page 87 and 88: 3. Credit risks Credit or counterpa
Page 89 and 90: Assets by countries/country groups
Page 91 and 92:
5. Liquidity and financing risks Th
Page 93 and 94:
The liquidity position of Bank Juli
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Hedges The Group hedges a portion o
Page 97 and 98:
7. Reputational risks The Group’s
Page 99 and 100:
3 Results from trading operations N
Page 101 and 102:
7 Taxes Notes 2004 2005 Change Chan
Page 103 and 104:
The depreciation and write-offs of
Page 105 and 106:
Information on the consolidated bal
Page 107 and 108:
12 Financial investments 31.12.2004
Page 109 and 110:
Notes 31.12.2004 31.12.2005 Change
Page 111 and 112:
18 Financial liabilities designated
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20a Deferred tax assets Notes 31.12
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23 Corporate capital Notes Register
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25 Pension plans and other employee
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26 Assets and liabilities by domest
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27 Consolidated off-balance-sheet t
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28 Derivative financial instruments
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29 Financial instruments (continued
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30 Risk-weighted assets (BIS) Notes
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Notes Head Office Currency Capital
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Notes Head Office Currency Capital
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Pro-forma information The following
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Movements in shares granted under v
Page 137 and 138:
Notes 31.12.2004 31.12.2004 31.12.2
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Breakdown of assets under managemen
Page 141 and 142:
Report of the Group auditors to the
Page 143 and 144:
Financial Report of Julius Baer Hol
Page 145 and 146:
lion to CHF 28 million due to capit
Page 147 and 148:
Balance sheet 31.12.2004 31.12.2005
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Proposal of the Board of Directors
Page 151 and 152:
Report of the statutory auditors to
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Addresses and contacts
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2005 Annual Report Julius Baer Holding Ltd. - GAM Holding AG

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