Annual General Meeting 2008

Items

Item 3.1: Reduction of the term of office of members of the Board of Directors from three years to one year (Article 19, para. 1 of the Articles of Association)

The Board of Directors proposed reducing the term of office of members of the Board of Directors from the current three years to one year, and amending Article 19, para. 1 of the Articles of Association accordingly. The proposed revised version of Article 19, para. 1 would read:

The term of office for members of the Board of Directors is one year, with the interval between two Annual General Meetings being deemed a year for this purpose.

One shareholder proposed leaving Article 19 of the Articles of Association unchanged in its current form and supplementing it with a new para. 3, which would enable and govern the dismissal of Members of the Board of Directors under the following conditions:

The Board of Directors must ensure that – in the event that a member of the Board of Directors is dismissed – the number of Board members does not fall below the minimum stipulated in Article 18 of the Articles of Association.

The Board member nominated for dismissal must be entered by name as an item on the agenda.

The Board of Directors did not agree to this proposal, but instead accepted it as a counter-proposal to the Board of Director's proposal as outlined under agenda item 3.1. Agreement with the Board of Director's proposal would simultaneously constitute a rejection of the shareholder's counter-proposal.

The General Meeting approved the Board of Director's proposal:


Votes cast	677,452,735
Absolute majority	338,726,368
Votes in favor	661,174,832
Votes against	14,066,626
Abstentions	2,211,277

The result was certified by the notary, Mr. Staehelin.

Item 3.2: Provisions on the Group Auditors (Article 17 lit. b, 25 lit. c, 31 paras. 1 and 2 and Title D of the Articles of Association)

A partial revision of the Swiss Code of Obligations came into force on January 1, 2008. As part of this revision, the distinction between Statutory Auditors and Group Auditors was abolished. Instead, the consolidated financial statements of Swiss joint stock corporations and the group accounts must be checked by a single auditor. The Board of Directors recommended deleting all references to the Group Auditors in the Articles of Association and amending Article 17 lit. b, 25 lit. c, 31 paras. 1 and 2 and Title D of the Articles of Association, as projected on the screen, as outlined below:

Article 17 lit. b

b) to elect the members of the Board of Directors and the Auditors

Article 25 lit. c

c) consideration of the reports compiled by the Auditors on the annual financial statements.

Article 31 paras. 1and 2
An auditing company subject to governmental supervision as required by law is to be appointed as Auditors.
The shareholders in the General Meeting shall elect the Auditors for a term of office of one year. The rights and duties of the Auditors are determined by the provisions of the law.

Title D
Corporate bodies
D. Auditors

The General Meeting approved the Board of Director's proposal:


Votes cast	674,215,210
Absolute majority	337,107,606
Votes in favor	663,316,824
Votes against	4,646,035
Abstentions	6,252,351

The result was certified by the notary, Mr. Staehelin.

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