Sulzer
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Corporate Governance
Capital Structure

After the share split on a ten for one basis in April 2008, the fully paid-up share capital of Sulzer Ltd totals 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 general meeting of shareholders. The maximum authorized capital is CHF 21 828.15 (20%) and this may only be used for a possible acquisition of Bodycote International PLC. This capital is only authorized until April 4, 2009. There is no conditional capital, neither are there any 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 statement of Sulzer Ltd (parent company) on page 63. The share buyback program announced on October 31, 2006, with a value of
CHF 300 million, was completed in September 2007.

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. Nominees shall be entered in the share register with the right to vote, provided that the nominee is subject to supervision by a recognized banking and financial market regulator, that the nominee has entered into an agreement with the board of directors concerning his status, and that the share capital held by the nominee does not exceed 5% of the registered share capital as entered in the commercial register. Shares held by a nominee in excess of this limit may be entered in the share register if the names, addresses, and the number of shares of the persons for whose account the nominee holds 1% or more of the share capital are disclosed (see also paragraph 6a of the articles of association at www.sulzer.com/corpgov).

As of December 31, 2007, ten nominees holding a total of 4 329 330 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. Sulzer intends to propose that the nominee ruling be revised at the 2008 annual general meeting. A corresponding amendment to the articles of association will be proposed concerning this matter.

Convertible bonds and options
No convertible bonds or warrants are currently outstanding. Details of options issued to members of the board and management are set out in the financial statement of Sulzer Ltd (parent company) under note 113 (pages 67 to 69).

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