Sulzer Board of Directors comprehensively renewed

11.04.2002

Sulzer looks to the future with modernized shareholder participation rights and a comprehensively renewed Board of Directors. The 88th Annual General Meeting of Sulzer Ltd shareholders approved all Board proposals. Following realignment of the Sulzer business portfolio, the Board of Directors has now been renewed as well.

The 864 shareholders present at the General Assembly 2002 represented 32,2 percent of share capital. Main items on the agenda were the almost complete renewal of the Board of Directors, and the abolition of voting rights restrictions. Shareholders also approved the Board proposal not to pay out a dividend for 2001 in view of net profit totalling CHF 2 million.

The following new members were elected to the Sulzer Board of Directors: Mario Fontana (Swiss, aged 56), Thor Håkstad (Norwegian, 56), Hans Hubert Lienhard (German, 51) and Daniel Sauter (Swiss, 45). The current Board Chairman Leonardo Vannotti (Swiss, 63) was re-elected for a further term of office. Including Louis Hughes (American, 53), who was newly elected at the AGM 2001, the new Sulzer Board of Directors thus comprises six members. As previously announced, Georges Blum, Reto Domeniconi and Jan Kleinewefers retired from the Board after many years of valuable services.

Following the approval of amendments of the articles of incorporation as proposed by the Board, Sulzer now upholds the latest principles of good corporate governance. Thanks to the abolition of voting rights restrictions, Sulzer shareholders now benefit from the “one share, one vote” principle. Furthermore, shareholders representing 2 percent or more of the share capital can in future propose items for inclusion on the agenda. The maximum number of Board members has now been limited to nine (previously 15).

Sulzer Board Chairman Leonardo Vannotti commented: “By approving these amendments of the articles of incorporation, shareholders have greatly improved their participation rights in accordance with modern shareholding principles. With these institutional changes and the strategic realignment now completed, Sulzer embarks upon a promising future.”

About Sulzer

After finalization of the Sulzer Medica spin-on July 10, 2001, the new Sulzer Ltd is now a purely industrial corporation. THe portfolio is focused on core activities in leading market positions. Sulzer Metco (surfacing technology), Sulzer Turbomachinery Services, Sulzer Pumps and Sulzer Chemtech (chemical process technology) are each among the Top 3 in their fields. Besides these core activities, Sulzer Hexis will be the first company to enter the promising new market of fuel cells for the stationary and decentral energy supply.

Annual sales for 2000 in these core businesses totalled CHF 1.6 billion. By 2003 we plan to increase annual sales to CHF 3 billion again.

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