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Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Dated: April 25, 2006
Swisscom AG
(Translation of registrants name into English)
Alte Tiefenaustrasse 6
3050 Bern, Switzerland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): ________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): ________
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-____________
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Press Release |
Swisscom AG eighth General Meeting of Shareholders in Lucerne:
Anton Scherrer elected new Chairman of Swisscom Board
At the General Meeting of Swisscom Shareholders held in Lucerne on 25 April 2006,
Anton Scherrer was elected to succeed Markus Rauh as Chairman of the Board of Directors.
For the year 2005 Swisscom will pay shareholders a dividend of CHF 16 per share, CHF 2
higher than the previous year, and will reduce share capital by 7.75% following the 2005
share buyback. Taking into account the dividend, the announced share buyback and an
additional distribution of reserves, a total of CHF 3.16 billion will be returned to
Swisscom shareholders in 2006. The General Meeting elected two new members to the
Swisscom Board of Directors.
The eighth Swisscom General Meeting of Shareholders in Lucerne was attended by 1,945
shareholders, representing 71.09% of the voting shares. By the end of March 2006 the
total number of registered shareholders amounted to approximately 57,500.
Swisscom welcomes the disposal of the governments majority stake
and views full privatisation as a long-term goal
In his address Markus Rauh, the outgoing Chairman of the Board, welcomed the complete or
(if not possible for political reasons) at least the partial disposal of the government
holding: Rapid resolution of this political issue is in the companys interest. Even if
the start of the new privatisation round was very subdued to put it mildly this
process should now be further pursued. In any case we view full privatisation as a
long-term goal. If this is not feasible for political reasons, the option of the
government disposing of its majority stake would at least be a step in the right
direction.
Carsten Schloter, Swisscom CEO, stressed the importance of the benefits that Swisscoms
services deliver to the economy and the community: Compared to other countries, Swisscom
leads the way in ensuring nationwide coverage of fixed network and mobile communication
services. In so doing we are laying the foundations of the Swiss information
society. To promote this even further, Swisscom not only provides apprenticeship training
schemes: With the Internet for Schools initiative, we also provide free Internet access
to all Swiss schools. And Swisscoms Help Point also enables the general public to put
the practical benefits of modern technology such as mobile phones and the Internet to
good use.
Increased dividend reduced share capital following share buyback
Shareholders approved the 2005 annual report, financial statements and consolidated
financial statements as well as the dividend of CHF 16 per share (CHF 10.40 net, after
deduction of withholding tax) recommended by the Board of Directors. As a result, CHF 907
million will be paid out in dividends. The net dividend sum will be distributed to
shareholders on 28 April 2006. The General Meeting of Shareholders also voted to reduce
the number of shares by 7.75% to 56.7 million by cancelling the shares repurchased in the
2005 buyback programme. The 2006 share buyback programme previously announced is
scheduled to begin in autumn.
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Press Release |
The General Meeting granted discharge to the members of the Board of Directors and the
Executive Board for the 2005 financial year. KPMG Klynveld Peat Marwick Goerdeler SA was
elected for a further year as statutory and Group auditors.
Anton Scherrer to succeed Markus Rauh as Chairman
The General Meeting of Shareholders elected Anton Scherrer as the new Chairman of the
Board of Directors. Anton Scherrer graduated from the Federal Institute of Technology in
Zurich with a degree in microbiology, and has an extensive track record in large
companies in the consumer goods and retail sectors. During his career to date he has held
a number of important positions: research, consulting and managerial posts in a variety
of industrial and brewing companies in Switzerland and abroad; delegate to the Board of
Directors of Hürlimann Holding AG; managerial positions in the
Migros-Genossenschafts-Bund, where he was responsible for 14 industrial enterprises and
for logistics and for the past four years has been Chairman of the Board of Directors and
Chairman of the Retail Trade Committee of the Migros-Genossenschafts-Bund.
Anton Scherrer, until now Vice Chairman of the Board of Directors, praised the
contribution made by Markus Rauh since he took over chairmanship of Swisscom in 1998:
Under his leadership the company has undergone a fundamental transformation: From a PTT
organisation to an efficient, market-driven Swisscom fit for the equity market: all
without compromising on its commitment to being an exemplary, attractive employer.
Election of two new members to the Board of Directors
Markus Rauh and employee representative Jacqueline Françoise Demierre stood down from the
Board of Directors, having reached the statutory eight-year limit on terms of office. In
their place, Catherine Mühlemann and as employee representative Hugo Gerber were
elected to the board.
Catherine Mühlemann (1966) studied German, media sciences and constitutional law at the
University of Berne. Since 2001 she has worked in the media industry in Berlin and is
currently head of MTV Central & Emerging Markets and member of the board of Viva.
Previous to this she worked for Swiss television, among other things as a programme
researcher, and for private channel TV3 as a programme director.
Hugo Gerber (1955) has been President of the Transfair union since 2003. A qualified
postal administrative assistant with additional management training, Hugo Gerber has
worked among other things as the head of Central Services at the PTT Package Centre in
Zurich-Mülligen and as General Secretary of the union.
Photos and brief biographies of Swisscom board members:
www.swisscom.com/board
Lucerne, 25 April 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Swisscom AG
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Dated: April 25, 2006 |
by: |
/s/ Rolf Zaugg |
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Name: |
Rolf Zaugg |
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Title: |
Senior Counsel Head of Capital Market & Corporate Law |
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