oerlikon

Duty to make an offer

In accordance with the Articles of Association of OC Oerlikon Corporation AG, Pfäffikon a person who acquires shares in the company is not required to make a public purchase bid pursuant to Articles 32 and 52 of the Federal Act on Stock Exchanges and Securities Trading (opting out).

Change of control clause

In the event of a change of control at OC Oerlikon Corporation AG, Pfäffikon OC Oerlikon Management AG, Pfäffikon is obliged to make a severance payment to any members of the Executive Board active on December 31, 2006 who have been dismissed other than for cause within the context of Art. 337 of the Swiss Code of Obligation, within a period of two years from the effective date of the change of control, or who themselves resign within one month subsequent to the effective date of a change of control. The amount of such severance payment is equal to one annual base salary at the time of termination plus one yearly target achievement bonus and all the employer contributions to the pension fund paid in the twelve-month period preceding the date of termination of the contract.

A change of control is deemed to be the direct or indirect acquisition of at least 50 percent of the voting shares in OC Oerlikon Corporation AG, Pfäffikon by any person or entity who, at the time the contract with a given Executive Board member was signed, held no more than 5 percent of the company's shares, in combination with the replacement of the Chairman of the Board of Directors.