Sulzer shareholders support the Board

20.04.2001

At the 87th Annual General Meeting of Sulzer Limited, Winterthur on April 19, 2001, all the resolutions proposed by the Sulzer Board were approved and all the resolutions proposed by InCentive Capital were not approved. 40.5% of the share capital was represented at the AGM, 1696 shareholders were present at the meeting.

The results with regard to specific resolutions were as follows:

1. Approval of the Annual Report, Annual Accounts and financial statements for the year ended 31 December, 2000

– Approved with one abstention

2. Appropriation of net profit including a gross dividend of CHF 20 per share.

– Approved with one vote against and one abstention

3. Discharge of the Board of Directors and corporate executive management.

– Approved, with some votes against and some abstentions

4. Spin-off of Sulzer Medica by capital reduction and respective dividend payments.

– Proposal of the Board of Directors: Approved with some votes against and some abstentions

– Proposal of InCentive Investment (Jersey) Ltd: InCentive withdrew its proposal before the voting over the Board’s proposal took place

5. Election of Mr Louis R Hughes to the Board for a three year term of office.

– Approved with some votes against and one abstention

6. Dismissal of the existing Sulzer Board of directors and election of Dr Eberhard von Koerber, René Braginsky, Hans Kaiser, Marc Küffer and Dr Karl Otto Pöhl, as new board members

– Dismissal of the existing Sulzer Board: Rejected by 912 970 votes against; 405 435 votes for (156 014 abstentions).

– Election of InCentive representatives: No vote cast due to dismissal of 6.1

7. Election of Price Waterhouse Coopers AG as company and corporate auditors for the current year.

– Approved with some votes against and abstentions

8. Amendments to the articles of association to remove 5% registration and voting restrictions and special quorum requirements and to set membership parameters of the Board

– Deletion of § 6 par. 4 (limited registered shareholding 5%) and § 7 (restriction of voting rights to 5%): Rejected by 840 088 votes against; 560 864 votes for (71 484 abstentions).

– Deletion of § 18 (special quorum regulations): Rejected by 809 574 votes against; 546 366 votes for (116 282 abstentions).

– Amendment of § 20 par.1 (Board of Directors must have between 3 and 5 members): Proposal withdrawn by InCentive.

Leonardo Vannotti, Chairman of Sulzer, said:

“We are delighted that Sulzer shareholders have supported us in our most important objectives so decisively. We therefore see it as our duty to implement our strategies with full committment. Shareholders have saveguarded their interests – it was always clear that Incentive’s proposals to the AGM only served their own interests.”

“Since InCentive has failed to succeed with its AGM proposals, we now have to see if InCentive will withdraw or alter its bid. If it does proceed, we continue to strongly believe that its cash offer, of CHF 410 after deduction of the dividend, is clearly too low to recognize the value and potential of Sulzer.”

Fred Kindle, CEO of Sulzer, said:

“Now it is important that InCentive clarifies its intentions rapidly. Its bid currently acts as a significant brake on the speedy implementation of Sulzer’s strategy, in particular our programme of disposals of non-core businesses and property. InCentive claims to be a catalyst for change. I certainly hope that they will not continue to act as an agent of delay.”

André Buchel, CEO of Sulzer Medica, commented: “Sulzer shareholders today decided to release Sulzer Medica into independence. This opens up new opportunities for us, which we will take advantage of as a strong and autonomous company.”

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