At the 2008 annual general meeting, the shareholders approved the proposal of the board of directors to cancel the shares bought back as part of the share buyback program in 2006 and 2007, and to reduce the share capital accordingly. The decision was also made to increase the par value of each share from CHF 0.03 to CHF 0.10 and then to split the shares on a ten-for-one basis. Since then, the fully paid-up share capital of Sulzer Ltd has totaled CHF 342'623.70, comprising 34'262'370 registered shares with a par value of CHF 0.01 each. Each registered share entitles the holder to one vote at the annual general meeting. There is no conditio­nal capital, nor are there participation or dividend certificates. The latest version of the articles of association can be viewed online at www.sulzer.com/corpgov. Information on capital changes can be found in the financial statements of Sulzer Ltd on page 65.

Restrictions on transferability and nominee registrations
Sulzer shares are freely transferable without limitation provided that, when requested by the company to do so, buyers declare that they have purchased and will hold the shares in their own name and for their own account. At the 2008 annual general meeting, the conditions for registering nominees were revised. In the future, nominees will be entered in the share register with the right to vote under the following provisions: The nominee is subject to supervision by a recognized banking and financial market regulator, the nominee has entered into an agreement with the board of directors concerning his status, the share capital held by the nominee does not exceed 3% of the registered share capital as entered in the commercial register, and the names, addresses and number of shares of the persons for whose account the nominee holds at least 0.5% or more of the share capital are disclosed. The board of directors is authorized to register shares of nominees with the right to vote in the share registry in excess of these limits as long as the other conditions have been satisfied (see also paragraph 6a of the articles of association at www.sulzer.com/corpgov).

As of December 31, 2008, ten nominees holding a total of 5'047'456 shares had entered into an agreement concerning their status; all shares are entered in the share register with voting rights. There are no privileges under the articles of association and no transfer restrictions; no exceptions have been granted.