Sulzer Shareholders Support the Board

Proposals of InCentive Capital Rejected Decisively



Apr 19, 2001, 01:00 ET from Sulzer AG

    WINTERTHUR, Switzerland, April 19 /PRNewswire/ -- At the 87th Annual
 General Meeting of Sulzer Limited, Winterthur on April 19, 2001, all the
 resolutions proposed by the Sulzer Board were approved and all the resolutions
 proposed by InCentive Capital were not approved.  40.5% of the share capital
 was represented at the AGM, 1696 shareholders were present at the meeting.
     The results with regard to specific resolutions were as follows:
 
     1. Approval of the Annual Report, Annual Accounts and financial statements
        for the year ended 31 December, 2000
 
        -- Approved with one abstention
 
     2. Appropriation of net profit including a gross dividend of CHF 20 per
         share.
 
        -- Approved with one vote against and one abstention
 
     3. Discharge of the Board of Directors and corporate executive management.
 
        -- Approved, with some votes against and some abstentions
 
     4. Spin-off of Sulzer Medica by capital reduction and respective dividend
         payments.
 
        -- Proposal of the Board of Directors: Approved with some votes against
            and some abstentions
        -- Proposal of InCentive Investment (Jersey) Ltd: InCentive withdrew
            its proposal before the voting over the Board's proposal took place
 
     5. Election of Mr Louis R Hughes to the Board for a three year term of
         office.
 
        -- Approved with some votes against and one abstention
 
     6. Dismissal of the existing Sulzer Board of directors and election of
         Dr Eberhard von Koerber, Rene Braginsky, Hans Kaiser, Marc Kuffer and
         Dr Karl Otto Poehl, as new board members
 
        -- Dismissal of the existing Sulzer Board: Rejected by 912 970 votes
            against; 405 435 votes for (156 014 abstentions).
        -- Election of InCentive representatives: No vote cast due to dismissal
            of 6.1
 
     7. Election of Price Waterhouse Coopers AG as company and corporate
         auditors for the current year.
 
        -- Approved with some votes against and abstentions
 
     8. Amendments to the articles of association to remove 5% registration and
         voting restrictions and special quorum requirements and to set
         membership parameters of the Board
 
        -- Deletion of article 6 par. 4 (limited registered shareholding 5%)
            and article 7 (restriction of voting rights to 5%): Rejected by 840
            088 votes against; 560 864 votes for (71 484 abstentions).
 
        -- Deletion of article 18 (special quorum regulations): Rejected by 809
            574 votes against; 546 366 votes for (116 282 abstentions).
 
        -- Amendment of article 20 par.1 (Board of Directors must have between
            3 and 5 members): Proposal withdrawn by InCentive.
 
     Leonardo Vannotti, Chairman of Sulzer, said:
     "We are delighted that Sulzer shareholders have supported us in our most
 important objectives so decisively.  We therefore see it as our duty to
 implement our strategies with full committment.  Shareholders have saveguarded
 their interests -- it was always clear that Incentive's proposals to the AGM
 only served their own interests."
     "Since InCentive has failed to succeed with its AGM proposals, we now have
 to see if InCentive will withdraw or alter its bid.  If it does proceed, we
 continue to strongly believe that its cash offer, of CHF 410 after deduction
 of the dividend, is clearly too low to recognize the value and potential of
 Sulzer."
     Fred Kindle, CEO of Sulzer, said:
     "Now it is important that InCentive clarifies its intentions rapidly.  Its
 bid currently acts as a significant brake on the speedy implementation of
 Sulzer's strategy, in particular our programme of disposals of non-core
 businesses and property.  InCentive claims to be a catalyst for change.  I
 certainly hope that they will not continue to act as an agent of delay."
     Andre Buchel, CEO of Sulzer Medica, commented: "Sulzer shareholders today
 decided to release Sulzer Medica into independence.  This opens up new
 opportunities for us, which we will take advantage of as a strong and
 autonomous company."
 
     The Board of Sulzer AG has been advised by UBS Warburg and Morgan Stanley
 in relation to this transaction.  In providing advice to Sulzer's Board, UBS
 Warburg and Morgan Stanley have taken into account the Board's commercial
 assessments of the transaction.
     Morgan Stanley & Co. Ltd., which is regulated in the United Kingdom by The
 Securities and Futures Authority Limited, and UBS AG, acting through its
 business group UBS Warburg, are acting exclusively for Sulzer AG and no one
 else in connection with the offer by InCentive Capital AG and will not be
 responsible to anyone other than Sulzer AG for providing the protections
 afforded to customers of Morgan Stanley & Co. Ltd. or UBS Warburg nor for
 giving advice in relation thereto.
     This document has been approved by Morgan Stanley & Co. Ltd. for the
 purposes of Section 57 of the United Kingdom Financial Services Act 1986.
 
 

SOURCE Sulzer AG
    WINTERTHUR, Switzerland, April 19 /PRNewswire/ -- At the 87th Annual
 General Meeting of Sulzer Limited, Winterthur on April 19, 2001, all the
 resolutions proposed by the Sulzer Board were approved and all the resolutions
 proposed by InCentive Capital were not approved.  40.5% of the share capital
 was represented at the AGM, 1696 shareholders were present at the meeting.
     The results with regard to specific resolutions were as follows:
 
     1. Approval of the Annual Report, Annual Accounts and financial statements
        for the year ended 31 December, 2000
 
        -- Approved with one abstention
 
     2. Appropriation of net profit including a gross dividend of CHF 20 per
         share.
 
        -- Approved with one vote against and one abstention
 
     3. Discharge of the Board of Directors and corporate executive management.
 
        -- Approved, with some votes against and some abstentions
 
     4. Spin-off of Sulzer Medica by capital reduction and respective dividend
         payments.
 
        -- Proposal of the Board of Directors: Approved with some votes against
            and some abstentions
        -- Proposal of InCentive Investment (Jersey) Ltd: InCentive withdrew
            its proposal before the voting over the Board's proposal took place
 
     5. Election of Mr Louis R Hughes to the Board for a three year term of
         office.
 
        -- Approved with some votes against and one abstention
 
     6. Dismissal of the existing Sulzer Board of directors and election of
         Dr Eberhard von Koerber, Rene Braginsky, Hans Kaiser, Marc Kuffer and
         Dr Karl Otto Poehl, as new board members
 
        -- Dismissal of the existing Sulzer Board: Rejected by 912 970 votes
            against; 405 435 votes for (156 014 abstentions).
        -- Election of InCentive representatives: No vote cast due to dismissal
            of 6.1
 
     7. Election of Price Waterhouse Coopers AG as company and corporate
         auditors for the current year.
 
        -- Approved with some votes against and abstentions
 
     8. Amendments to the articles of association to remove 5% registration and
         voting restrictions and special quorum requirements and to set
         membership parameters of the Board
 
        -- Deletion of article 6 par. 4 (limited registered shareholding 5%)
            and article 7 (restriction of voting rights to 5%): Rejected by 840
            088 votes against; 560 864 votes for (71 484 abstentions).
 
        -- Deletion of article 18 (special quorum regulations): Rejected by 809
            574 votes against; 546 366 votes for (116 282 abstentions).
 
        -- Amendment of article 20 par.1 (Board of Directors must have between
            3 and 5 members): Proposal withdrawn by InCentive.
 
     Leonardo Vannotti, Chairman of Sulzer, said:
     "We are delighted that Sulzer shareholders have supported us in our most
 important objectives so decisively.  We therefore see it as our duty to
 implement our strategies with full committment.  Shareholders have saveguarded
 their interests -- it was always clear that Incentive's proposals to the AGM
 only served their own interests."
     "Since InCentive has failed to succeed with its AGM proposals, we now have
 to see if InCentive will withdraw or alter its bid.  If it does proceed, we
 continue to strongly believe that its cash offer, of CHF 410 after deduction
 of the dividend, is clearly too low to recognize the value and potential of
 Sulzer."
     Fred Kindle, CEO of Sulzer, said:
     "Now it is important that InCentive clarifies its intentions rapidly.  Its
 bid currently acts as a significant brake on the speedy implementation of
 Sulzer's strategy, in particular our programme of disposals of non-core
 businesses and property.  InCentive claims to be a catalyst for change.  I
 certainly hope that they will not continue to act as an agent of delay."
     Andre Buchel, CEO of Sulzer Medica, commented: "Sulzer shareholders today
 decided to release Sulzer Medica into independence.  This opens up new
 opportunities for us, which we will take advantage of as a strong and
 autonomous company."
 
     The Board of Sulzer AG has been advised by UBS Warburg and Morgan Stanley
 in relation to this transaction.  In providing advice to Sulzer's Board, UBS
 Warburg and Morgan Stanley have taken into account the Board's commercial
 assessments of the transaction.
     Morgan Stanley & Co. Ltd., which is regulated in the United Kingdom by The
 Securities and Futures Authority Limited, and UBS AG, acting through its
 business group UBS Warburg, are acting exclusively for Sulzer AG and no one
 else in connection with the offer by InCentive Capital AG and will not be
 responsible to anyone other than Sulzer AG for providing the protections
 afforded to customers of Morgan Stanley & Co. Ltd. or UBS Warburg nor for
 giving advice in relation thereto.
     This document has been approved by Morgan Stanley & Co. Ltd. for the
 purposes of Section 57 of the United Kingdom Financial Services Act 1986.
 
 SOURCE  Sulzer AG