Annual General Meeting 2006

Minutes

Item 1: Annual Report, Group and Parent Company Accounts for 2005, Reports of the Group and Statutory Auditors

The Board of Directors proposed that the Annual Report, Group and Parent Company Accounts 2005 be approved.

The Chairman noted that Ernst & Young Ltd. as Group and Statutory Auditors had recommended - without qualification - that the Group Accounts and Annual Accounts be approved.

In the detailed discussion which followed, a strong focus was on compensation for senior executives, and a number of proposals / motions were submitted including the motion to reject the annual report / annual accounts. The formal motion was submitted by a shareholder to reduce compensation of Marcel Ospel as well as the top management by 50 % and to increase the dividend payout respectively. The motion, however, was rejected as no official inclusion on the agenda was requested beforehand and the determination of the compensation is not in the competence of the shareholders' meeting.

The Annual General Meeting approved the Annual Report, Group and Parent Company Accounts for 2005, with the voting being as follows:

Votes cast

245,315,885

Absolute majority

122,657,943

Votes in favour

242'776'981

Votes against

1'362'909

Abstentions

1'175'995

Items