AGM Statement
ABB Ltd
08 May 2007
ABB Ltd
AGENDA AND RESOLUTIONS
from the Annual General Meeting of Shareholders
held on May 3, 2007, 10.00
in the 'Messe Zurich', Zurich-Oerlikon / CH
___________________________________________________________________
AGENDA AND RESOLUTIONS
1. Reporting for Fiscal Year 2006
(Reporting only).
2. Approval of the Annual Report, the Consolidated Financial Statements,
and the Annual Financial Statements for 2006
The shareholders approve the Annual Report, the Consolidated Financial
Statements, and the Annual Financial Statements for 2006.
3. Discharge of the Board of Directors and the Persons entrusted with
Management
The shareholders discharge the members of the Board and the persons entrusted
with Management for the fiscal year 2006.
4. Appropriation of available earnings
The shareholders approve the proposal of the Board of Directors,
• to release CHF 300,000,000 of the other reserves, to retained earnings,
• to distribute a dividend of CHF 0.24 gross per registered share, whereas
all treasury shares held by ABB at the record date shall not be entitled to
receive a dividend,
• to carry forward the remaining profit available to the General Meeting.
5. Amendment to the Articles of Incorporation: Creation of authorized
share capital
The shareholders approve with the required majority of two thirds of the votes
represented, and thereby also with the absolute majority of the par value of
shares represented, the creation of authorized share capital and the amendment
of the Articles of Incorporation with the following new Article 4ter:
Article 4ter
Authorized Share Capital
1 The Board of Directors shall be authorized to increase the
share capital in an amount not to exceed CHF 500,000,000
through the issuance of up to 200,000,000 fully paid registered
shares with a par value of CHF 2.50 per share by not later than
May 3, 2009. Increases in partial amounts shall be permitted.
2 The subscription and acquisition of the new shares, as well as
each subsequent transfer of the shares, shall be subject to the
restrictions of art. 5 of these Articles of Incorporation.
3 The Board of Directors shall determine the date of issue of new
shares, the issue price, the type of payment, the conditions
for the exercise of pre-emptive rights, and the beginning date
for dividend entitlement. In this regard, the Board of
Directors may issue new shares by means of a firm underwriting
through a banking institution, a syndicate or another third
party with a subsequent offer of these shares to the
shareholders. The Board of Directors may permit pre-emptive
rights that have not been exercised to expire or it may place
these rights and/or shares as to which pre-emptive rights have
been granted but not exercised, at market conditions or use
them for other purposes in the interest of the Company.
4 The Board of Directors is further authorized to restrict or
deny the pre-emptive rights of shareholders and allocate such
rights to third parties if the shares are to be used:
a) for the acquisition of an enterprise, parts of an
enterprise, or participations, or for new investments, or, in
case of a share placement, for the financing or refinancing of
such transactions; or
b) for the purpose of broadening the shareholder constituency
in connection with a listing of shares on domestic or foreign
stock exchanges.
6. Elections to the Board of Directors
The shareholders re-elect the following persons - with the exception of Jurgen
Dormann who didn't stand for re-election - as members of the Board of Directors
for a further period of one year, i.e. until the General Meeting 2008:
•Roger Agnelli
•Louis R. Hughes
•Hans Ulrich Marki
•Michel de Rosen
•Michael Treschow
•Bernd W. Voss
•Jacob Wallenberg
The shareholders elect as new member of the Board of Directors for a period of
one year, i.e. until the General Meeting 2008:
•Hubertus von Grunberg
7. Election of the Auditors, Group Auditors and Special Auditors
The shareholders elect Ernst & Young AG as auditors and Group auditors and OBT
AG as special auditors for the fiscal year 2007.
This is a translation of the original German version. In case of any
discrepancy, the German version shall prevail.
For the minutes:
Zurich, May 3, 2007 Georg Matiaska
Chief Compliance Officer
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