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Extraordinary general meeting of shareholders of Unaxis Holding Inc. elects new Board of Directors

Lucerne, June 28, 2005 – At today’s extraordinary general meeting of Unaxis Holding Inc. in Lucerne, 454 shareholders were in attendance and represented 49.9 percent of the company’s share capital. The meeting was convened at the request of Victory Industriebeteiligung AG.

As previously announced, all existing members of the Board of Directors with the exception of Thomas P. Limberger resigned from office as per the end of the extraordinary general meeting. With 92.1 percent of the votes cast, Dr. Mirko Kovats, Günther Robol, Christian Schmidt and Georg Stumpf were newly elected to the Board of Directors. Dr. Mirko Kovats was elected as Chairman at the constituting meeting of the Board of Directors. In addition, Thomas P. Limberger will take over the post of Unaxis CEO from August 1, 2005.

Moreover, the Shareholders’ Meeting approved the proposal put forward by Victory Industriebeteiligung AG to waive the reduction of share capital by repayment of nominal value of shares from CHF 20 to CHF 6. The waiver was approved by 86.6 percent of votes cast. The proposal by Victory Industriebeteiligung AG to reinstate the statutory exemption from the duty to make a full tender offer in accordance with the Stock Exchange Act (so-called opting-out) was approved by 86.0 percent of votes cast.

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