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Corporate governance

Shareholder participation rights

Voting right restrictions and representation

There are no restrictions on voting rights. Each shareholder may be represented at the General Meeting by means of a written proxy issued to some other registered shareholder, by the institutional representative (OC Oerlikon Corporation AG, Pfäffikon) or by the company-appointed independent voting rights representative.

Statutory quorums

The Articles of Association of OC Oerlikon Corporation AG, Pfäffikon provide for no specific quorums that go beyond the provisions of corporate law.

Convocation of the shareholders' General Meeting

Supplemental to the provisions of corporate law, the company's Articles of Association provide for the convocation of a General Meeting of the shareholders via a one-off announcement in the Swiss Commercial Gazette.

Agenda

Supplemental to the provisions of corporate law, the company's Articles of Association provide that the inclusion of an item in the agenda can be requested at the latest ten weeks prior to the date of the General Meeting of shareholders.

Share register entries and related deadlines

The 2007 General Meeting of shareholders will be held on May 8, 2007 in the Lucerne Culture and Convention Center (KKL) . Shareholders who are already registered in the share register or will be registered by April 12, 2007 will receive, along with their invitation, a registration form for participation at the General Meeting with which an admission card, including voting materials, can be requested. Changes to the share register after April 12, 2007 will only be taken into account provided it is possible to do so from an organizational standpoint and the equal treatment of other shareholders can be ensured.

The status of the share register as at May 4, 2007 determines the right to vote at the General Meeting. Shareholders are not entitled to vote on shares listed on an admission card which they have subsequently sold. In such cases previously issued admission cards will be exchanged at the entrance to the General Meeting.

Right to inspect the minutes of the General Meeting

The minutes of the 33rd Ordinary General Meeting of shareholders held on May 23, 2006 can be read on the Internet at www.oerlikon.com and shareholders may also inspect the minutes at the headquarters of the corporation upon prior notice. The minutes of the Ordinary General Meeting 2007 will be published on the Oerlikon website as soon as they are compiled.