Annual General Meeting 2006
Minutes
Item 4: Elections
Item 4.1.
Re-election to the Board of Directors
4.1.1. Rolf A. Meyer
The Board of Directors proposed that Rolf A. Meyer, whose term of office expired at the AGM, be re-elected as non-executive member of the Board of Directors for a further three-year term.
One shareholder proposed to reject the re-election of Rolf A. Meyer.
The Annual General Meeting re-elected Rolf A. Meyer, with the voting being as follows:
Votes cast |
244,937,733 |
Absolute majority |
122,468,867 |
Votes in favour |
240,993,532 |
Votes against |
2,745,900 |
Abstentions |
1,198,301 |
4.1.2. Ernesto Bertarelli
The Board of Directors proposed that Ernesto Bertarelli, whose term of office expired at the AGM, be re-elected as 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 Ernesto Bertarelli, with the voting being as follows:
Votes cast |
244'931'875 |
Absolute majority |
122'465'938 |
Votes in favour |
239'510'659 |
Votes against |
4'153'075 |
Abstentions |
1'268'141 |
At this Annual General Meeting the term of office of Peter Böckli, non-executive Vice-Chairman of the Board of Directors expired. As he reached retirement age, he did not stand for re-election.
Item 4.2.
Election of new Board members
The Board of Directors proposed that Gabrielle Kaufmann-Kohler (a Swiss citizen) as well as Joerg Wolle (a German citizen) be elected as non-executive members, each for a period of three years.
The Annual General Meeting approved the nominations, with the voting being as follows:
4.2.1. Gabrielle Kaufmann-Kohler
Votes |
244'932'165 |
Absolute majority |
122'466'083 |
Votes in favour |
242'650'729 |
Votes against |
1'102'682 |
Abstentions |
1'178'754 |
4.2.2. Joerg Wolle
Votes cast |
244,883,236 |
Absolute majority |
122,441,619 |
Votes in favour |
242,330,970 |
Votes against |
1,209,232 |
Abstentions |
1,343,034 |
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 Statuary Auditors, the voting being as follows:
Votes cast |
244'780'134 |
Absolute majority |
122'390'068 |
Votes in favour |
243'568'962 |
Votes against |
558'914 |
Abstentions |
652'258 |
Item 4.4.
Election of the Special Auditors
Upon a motion from the Board of Directors, and based on the recommendation of the Audit Committee, the Annual General Meeting elected BDO Visura, Zurich - who accepted the mandate - with the following votings, were elected for a three-year term of office as Special Auditors:
Votes cast |
244'641'444 |
Absolute majority |
122'320'723 |
Votes in favour |
243'449'817 |
Votes against |
344'923 |
Abstentions |
846'704 |
Deloitte Ltd., Basel's term of office as Special Auditors expired at this Annual General Meeting.