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.

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