oerlikon

Capital

The share capital of OC Oerlikon Corporation AG, Pfäffikon totals CHF 282 848 740, composed of 14 142 437 registered shares, each with a par value of CHF 20. The company also has conditional capital in the amount of CHF 40 million for convertible and warrant bonds, etc., and CHF 7.2 million for employee stock ownership plans.

Authorized capital and conditional capital

Authorized capital: the company has no authorized capital.

Conditional capital for warrant and convertible bonds: Pursuant to Art. 6a of the Articles of Association, the company's share capital can be increased by a maximum aggregate amount of CHF 40 million through the issuance of a maximum of two million registered shares with a par value of CHF 20 per share, by exercising the option and conversion rights granted in connection with bonds of the company or one of its Group companies. The subscription rights of shareholders are excluded in this regard. Current holders of option certificates and/or convertible bonds are entitled to acquire the new shares. When issuing warrant and convertible bonds, the Board of Directors can limit or exclude the preemptive subscription rights of shareholders (1) to finance or refinance the acquisition of enterprises, units thereof or equity interests, or newly planned investments of the company, (2) to issue warrant and convertible bonds on international capital markets. In as far as preemptive subscription rights are excluded, (1) the bonds are to be made public under market conditions, (2) the exercise period for the option and conversion rights may not exceed seven years from the date the bond was issued and (3) the exercise price for the new shares must at least correspond to the market conditions at the time the bond was issued.

Conditional capital for employee stock ownership plans: Pursuant to Art. 6b of the Articles of Association, the company's share capital shall, to the exclusion of the preemptive subscription rights of current shareholders, be increased by a maximum aggregate amount of CHF 7.2 million through the issuance of a maximum of 360 000 fully paid-in registered shares with a par value of CHF 20 each, by exercising the option rights granted to the employees of the company or one of its Group companies according to an employee stock ownership plan to be approved by the Board of Directors. The issuance of shares at less than the market price is permissible. The details shall be determined by the Board of Directors.

Changes in capital

The share capital of OC Oerlikon Corporation AG, Pfäffikon has remained unchanged since the capital increase of 2004. Detailed information on changes in the equity capital of OC Oerlikon Corporation AG, Pfäffikon over the last three years can be found in the holding company's equity capital certificate on page 132, note 17, of the Annual Report.

Shares and participation certificates

The equity securities of OC Oerlikon Corporation AG, Pfäffikon consist exclusively of 14 142 437 fully paid-in registered shares with a par value of CHF 20, all of which are equal with respect to their attendant voting rights, dividend entitlement and other rights. The registered shares of OC Oerlikon Corporation AG, Pfäffikon are in principle not certificated but instead are registered solely as book-entry securities in the inventory of SIS SegaInterSettle AG. Shareholders may at any time request that the company print and deliver their shares in certificate form free of charge, and the company may at any time print certificates for non-certificated shares (registered shares where printing of certificates has been deferred). If registered shares are to be printed, OC Oerlikon Corporation AG, Pfäffikon may issue certificates covering multiples of registered shares. The share certificates bear the facsimile signatures of two members of the Board of Directors.

Profit-sharing certificates

OC Oerlikon Corporation AG, Pfäffikon has not issued any profit-sharing certificates.

Limitations on transferability and nominee registration

There are no restrictions on the transfer of OC Oerlikon Corporation AG, Pfäffikon shares. The company recognizes only those parties entered in the share register as shareholders or usufructuaries. Fiduciary shareholders and nominees are also entered in the share register.

Convertible bonds and options

As at December 31, 2006 there were no outstanding convertible bonds or warrant bonds. In conjunction with share ownership programs, members of the Board of Directors and employees held a total of 47 508 options on December 31, 2006, each of which entitles the holder to acquire one registered share in OC Oerlikon Corporation AG, Pfäffikon. These option rights are covered in full by shares that have been acquired in the open market, such that their exercise will not result in any change in share capital. The aggregate par value of the shares purchasable by means of the outstanding options is CHF 950 160.