Corporate Governance
Shareholder Participation Rights

Limitation and representation of voting rights
Only nominees are subject to restrictions (see section 2). No exceptions were granted during the reporting year, and no measures to remove these restrictions are planned.
A shareholder may be represented at the annual general meeting of shareholders by a legal representative, another shareholder with the right to vote, a corporate proxy, an independent proxy, or a depositary. Shares held by a shareholder may be represented by only one person. 

Statutory quorum
Changes to the articles of association may only be approved by a majority of at least two-thirds of the voting rights represented (see also paragraph 18 of the articles).

Convocation of the annual general meeting and submission of agenda items
None of the applicable regulations deviate from the law. Shareholders representing at least 2% of the share capital may submit items for inclusion on the agenda of a shareholders’ meeting. Such submissions must be made in writing at least two months prior to the meeting and must specify the agenda items and proposals of the shareholder concerned.

Entry in the share register
Voting rights may be exercised by registered shareholders whose names are entered in the share register no later than five working days prior to the general meeting of shareholders.

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Copyright Sulzer AG, 2008