There are no restrictions on voting rights or proxy voting.

Resolutions at general meetings of shareholders are passed by an absolute majority of the votes of the shares represented. At least two-thirds of the votes represented and an absolute majority of the par value of the shares represented are required for special resolutions as prescribed in article 704, paragraph 1 of the Swiss Code of Obligations.

There are no rules that deviate from the law as regards the convocation of the annual general meeting. As provided in the articles of association, invitations to a general meeting are sent to shareholders at least 20 days before the meeting. The notice convening the meeting states the agenda and resolutions to be proposed by the board and by shareholders who have requested an item to be added to the agenda. The deadline for registering shareholders in the share register in order for them to be entitled to vote at the general meeting is three working days before the date of the meeting. Extraordinary general meetings of shareholders are convoked as and when required, especially in the cases provided by law. Shareholders representing at least one tenth of the share capital may request at any time that a meeting be convoked by submitting a request stating the business to be transacted and resolutions proposed.

Shareholders representing shares with a combined par value of CHF 20 000 may request that an item be added to the agenda. Requests for additions to the agenda must be submitted at least six weeks before a general meeting of shareholders.

The annual general meeting of shareholders held on 26 April 2005 adopted an opting-up clause in the articles of association, requiring a purchaser of shares to make a full tender offer when reaching or crossing the threshold of 40 % of the voting rights in accordance with articles 32 and 52 of the Federal Stock Exchange and Securities Trading Act. There are no clauses on change of control benefiting members of the board and group management.