Annual General Meeting 2005

Minutes

Item 4: Elections

Item 4.1.
Re-election to the Board of Directors

4.1.1. Marcel Ospel

Executive Vice Chairman Alberto Togni takes the chair for this business.
The Board of Directors proposed that Marcel Ospel, whose term of office expired at the AGM, be re-elected as executive member of the Board of Directors for a further three-year term.

None of those present requested the opportunity to speak. The Annual General Meeting re-elected Marcel Ospel, with the voting being as follows:

Votes cast

264'997'322

Absolute majority

132'498'662

Votes in favour

261'506'303

Votes against

2'171'760

Abstentions

1'319'259

The Board of Directors, subject to today's approval of Marcel Ospel's re-election, resolved to re-appoint him Chairman of the Board.

4.1.2. Lawrence A. Weinbach

The Board of Directors proposed that Lawrence A. Weinbach, whose term of office expired at the AGM, be re-elected as a non-executive member of the Board of Directors for a further three-year term.

None of those present requested the opportunity to speak. The Annual General Meeting re-elected Lawrence A. Weinbach, with the voting being as follows:

Votes cast

264'218'551

Absolute majority

132'109'276

Votes in favour

261'491'411

Votes against

1'420'621

Abstentions

1'306'519

Item 4.2.
Election of new Board members

The Board of Directors proposed that Marco Suter (a Swiss citizen) be elected to the Board as an executive member, and that Peter R. Voser (a Swiss citizen) be elected as a non-executive member, each for a period of three years.

None of those present requested the opportunity to speak. The Annual General Meeting approved the nominations, with the voting being as follows:

4.2.1. Marco Suter

Votes cast

264'809'576

Absolute majority

132'404'789

Votes in favour

260'741'588

Votes against

2'831'301

Abstentions

1'236'687

4.2.2. Peter R. Voser

Votes cast

264'879'239

Absolute majority

132'439'620

Votes in favour

262'609'844

Votes against

981'118

Abstentions

1'288'277

Item 4.3:
Election of Group and Statutory Auditors

Upon a motion from the Board of Directors, and based on the recommendation of the Audit Committee, the Annual General Meeting elected Ernst & Young Ltd., Basel for a further one-year term of office as Group and Statutory Auditors, the voting being as follows:

Votes cast

264'655'584

Absolute majority

132'327'793

Votes in favour

263'042'250

Votes agains

943'178

Abstentions

670'156

Items