Requested change to Articles of Association
Pfäffikon SZ, April 18, 2008 - At the General Meeting on May 13, 2008, the Board of Directors of OC Oerlikon will submit a proposal to abolish the opting out clause included in the company's Articles of Association. A relevant agenda item is enclosed in the invitation to the General Meeting to be published shortly.
According to the currently applicable Oerlikon Articles of Association, a shareholder who purchases more than 33 1/3 per cent of the company's shares is not obliged to make a public takeover offer to all other shareholders of the company in compliance with the regulations of the Swiss Stock Exchange Act (opting out clause). The Board of Directors is of the opinion that an opting out no longer corresponds to the modern standards of Corporate Governance and therefore proposes the abolition of this statutory regulation. If this proposal by the Board of Directors is accepted, any shareholder acquiring more than 33 1/3 per cent of the shares of the company after this change in the statutes comes into force, must make a public takeover offer to the other shareholders. In this way, equal treatment of all shareholders is ensured, in particular including retail investors.