annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 < niacinamide, enlarged 750 times, is used for food fortification, in dietary supplements and in animal nutrition WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 annual report contents 3

annual report

4 lettertoshareholders rolf Soiron,chairmanofthe BoardofDirectors and Stefan Borgas, chief executive officer

9 financial report

95 remuneration report

109 corporategovernance

129 safety,healthand environment

137 agenda and contacts

the lonza annual report 2007 consists of the following two parts: activity report and annual report, which includes the Financial report, remuneration report, corporate Governance and Safety, Health and environment. these publications are accessible on the internet at www.lonza.com. the annual report is also available in German. the english version prevails. in this report “lonza” and “the Group” refer to the whole group of lonza companies, “lonza Group ltd” refers to lonza Holding. the annual report of lonza Group ltd follows the guidelines issued by the oecD for multinational corporations.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 4 letter to shareholders

Dear Shareholders, customers, employees and Friends of lonza,

lonza reports 36% growth in eBit (cHF 408 million), 51% growth in net income (cHF 301 mil- lion) and a strong improvement in cash flow (all based on continuing operations), which results in a significant strengthening of its ability to generate further sustainable growth. the revised growth strategies forBioscience,nutrition ingredients and microbial controlare designed to deliver enhanced returns. lonza continues to achieve critical milestones in its long-term stra- tegic plan and extends its mid-term guidance to 2013. the Board of Directors is proposing a dividend of cHF 1.75 per share.

overview the full-year performance was characterized by lonza’s portfolio changes and sol- id developments in all businesses, with Biopharmaceuticals experiencing particularly strong growth. the successfully integrated Bioscience division performed according to expectations. as a result, eBitDa for the group rose by 40.9% based on continuing operations from cHF 484 million in 2006tocHF 682million in 2007, increasing margins by2.6 percentagepoints to 23.8% of sales. along with a reduced tax rate, the improved financial result led to a proportion- ately greater increase in net income of 51.3% to cHF 301 million. as a consequence, gearing declined from 92% at the end of the first quarter to 72% at year-end. ronoa continued to im- prove from 12.2% in 2006 to 14.1%. Full-year sales in 2007 amounted to cHF 2870 million.

Strategy the projects designed to deliver sustainable, above-average, profitable growth con- tinue to be on or ahead of plan. the transformation of the portfolio progressed in 2007, with the sale of the purified isophthalic acid facility in Singapore at an attractive price, as well as the announced divestiture of the majority of the remaining stake in polynt S.p.a. the disposal proceeds will be redeployed in growth-enhancing opportunities.over 90%oflonzasales now relate directly to the life sciences, with an extensive range of technologies and reactor scales having been built up in order to meet customer needs. the successful integration of the newly acquired assets (Bioscience,porriño (eS), Hopkinton,ma(uSa)) strengthens lonza’sabilityto

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 letter to shareholders 5

serve pharmaceutical and biotechnology customers. in addition, lonza Bioscience provides a new technology and business platform, extending the range of offerings to include more steps in the customers’ process, from the research laboratory to production and subsequent quality control.

Strategy reviews were completed for the microbial unit within the Biopharmaceuticals busi- ness, the Bioscience division and the newly named life Science ingredients (formerly organic Fine & performance chemicals) business. increased up-front investment in r&D, regulatory fil- ings, new regions and new products will lead to better mid- to long-term growth prospects. in addition to incremental r&D investments in most of the businesses, an organization to deliver long-term technology breakthroughs and new business platforms across all divisions has been created. it will be funded in the low double-digit cHF million range. life Science ingredients posted a solid performance in 2007. Sales increased by 5.6% to cHF 1135 million. excluding the impact of currencies, sales grew by 7.2%, two-thirds of this im- provement due to volume increases. the business again preserved both margins and ronoa despite negativeeconomic conditions and market uncertaintycaused bycost increases in raw materials, unfavorable currency exchange rates, a weak construction market in the uSa, and the seasonal shut-downofthe cracker in Visp (cH). Forthe full year,eBitincreased by7.7% to cHF 140 million. market shares in strategic business niches were sustained at the desired high levels and capacity utilization remained high. exclusive Synthesis & Biopharmaceuticals continued to be the principal growth driver for lonza in 2007, increasing sales by 29.4% to cHF 1388 million. the significant improvement in eBitDa, which rose by 32.5% to cHF 391 million from cHF 295 million a year ago, was driven by the Biopharmaceuticals business. profits were impacted by the operational performance and subsequent restructuring measures initiated in the Baltimore, mD (uSa), riverside, pa (uSa) and Braine-l’alleud (Be) facilities.

Biopharmaceuticals increased sales by 68% from cHF 468 million in 2006 to cHF 788 million, due to strong customer demand for both existing and recently acquired assets. capacity uti- lization was above 90% throughout the year, and batch success rates remained significantly above the industry average. the outlook for the successful microbial and mammalian manu- facturing businesses is supported by a pipeline of over 135 projects, resulting in strong demand for lonza’s microbial and mammalian Services. exclusive Synthesis generated sales of cHF 600 million in 2007, operating at over 90% capacity utilization. after a disappointing first half, operational performance improved, on track towards the delivery of expected growth. overall, constraints from the high levels of capacity utilization and changes in the product mix limited sales growth for the full year. the turnaround project at the small-molecule plant in riverside, pa (uSa) showed the first promising results, and the production ramp-up at the Braine-l’alleud (Be) peptide facility is able to fully meet customer needs, but has not yet achieved the optimal operational performance. as a result, margins forthe full year remained belowexpectations.the further strengthening of the development pipeline supported the expansion of new technology platforms in Visp (cH). Strong customer demand required an acceleration of the build-out of the large-scale api plant in nansha (cn).

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 6 letter to shareholders

Bioscience, lonza’s new division, is fully on track with its business plan, delivering a strong margin performance when short-term integration costs areexcluded. on sales amounting to cHF 189 million, eBit of cHF 28 million translates into a margin of 14.8%, including integration costs. this good performance was driven principally by healthy growth in the rapid testing business and a solid operational performance in production. this financial strength will enable increased investment in r&D and capital expenditures resulting in mid-term upside poten- tial, without dilution of short-term profitability. integration activities are progressing ahead of schedule, while the first global sourcing synergies and the first cross-selling opportunities have been realized.

lonza Group highlights – the improved results in non-core activities were driven primarily by the strong perfor- mance of the purified isophthalic acid facility in Singapore and the book gain of cHF 29 million relative to its disposal. – as planned, capital expenditure (excluding customer financing) was substantially higher than in 2006 to support growth (2007: cHF 533 million, 2006: cHF 278 million). – net working capital (nWc) in relation to sales declined further,from26.4% in 2006to 21.5%, showing the continuing impact of the nWc improvement program. – net cash provided by operating activities increased by 51.5% from cHF 425 million in 2006 to cHF 644 million. – net debt amounted to cHF1309million bythe end of 2007, with the ratio of debt to equity having declined from 92% in the first quarter to 72% by year-end, on strong cash flow generation. – in order to finance the acquisition of the microbial Biopharmaceuticals and research Bio- products businesses from cambrex, lonza signed a syndicated loan of cHF 500 million with a consortium of banks in December 2006. the syndicated loan, which has a five-year term and is based on floating rates, was drawn in February 2007. lonza hedged the inter- est rate for the whole period of five years by means of an interest rate swap. – lonza added 1565 employees to its workforce compared with the beginning of 2007, 1074 of them through acquisitions. excluding these, the number of employees increased by 8.0%, in line with the long-term human resources strategy.

Senior management changes effective 1 January 2007, uwe H. Böhlke joined lonza as a man- agementcommittee member and Head of the exclusiveSynthesis business.effective1august 2007, marcela Čechová, previously Head of lonza exclusive Synthesis Biochemicals and of the Kouřim (cZ) site, took over as the new Head of Global Human resources and replaced Jeanne thoma as a new member of the management committee (mc). Jeanne thoma moved into the role of Head of the microbial control business unit as of 1 June 2007.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 letter to shareholders 7

outlook all strategic projects are on track. With sound execution of its long-term plan, lonza continues to drive aggressive growth initiatives in the form of strategic investments and or- ganic growth projects. Based on good visibility of contracts and projects and assuming stable economic conditions, lonza expects: – eBit growth in the mid to high teens up to 2013 – project pipeline fully aligned to support growth expectations – 80% of capacity expansion committed today at lonza we remain committed to our vision. our passion is to deliver sustainable value to our customers, whom we thank for their continued trust.

We would like to thank our employees, who work so diligently to help us achieve this aim, and our shareholders for their support.

rolf Soiron Stefan Borgas chairman of the Board of Directors chief executive officer

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report contents 9

financial report

financial highlights 10 essential Figures at a Glance

consolidatedfinancial statements 14 consolidated Balance Sheet 15 consolidated income Statement 16 consolidated cash FlowStatement 17 consolidated Statement of changes in equity 18 notes to the consolidated Financial Statements 80 report of the Group auditors

financial statementsoflonzagroup ltd 84 Balance Sheet – Holding 85 incomeStatement –Holding 86 notes to the Financial Statements – Holding 87 proposal of the Board of Directors 88 report of the Statutory auditors

89 investorinformation

91 statement of valueadded

92 free cash flow

< endotoxin, enlarged 8000 times. endotoxin, produced by gram-negative bacte- ria such as e. coli, can cause serious illness and even death if it gets into the blood stream. pharmaceutical and medical device companies use endotoxin detection products from lonza as a quality control test to make sure their products do not contain harmful levels of endotoxin.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 10 financial highlights Financial report

essential figures at a glance

lonza 2006 2007 million cHF

Sales total 2 914 2 870 – continuing operations 2 285 – Discontinued operations 629

result from operating activities (eBit) 344 408 – continuing operations 301 – Discontinued operations 43

profit before income taxes 292361 profit for the period 222 301 cash flow before change in net working capital 429562 investments in property, plant and equipment and intangibles (at cost) incl. leasing (371) (609) total equity1 6071808 net debt 913 1 309 net debt-equity ratio 0.57 0.72

Basic earnings per share cHF 4.69 6.33 – continuing operations cHF 4.20 – Discontinued operations cHF 0.49

Diluted earnings per share cHF 4.305.88 – continuing operations cHF 3.88 – Discontinued operations cHF 0.42

Book value per share cHF 33.94 38.01 Dividend payout ratio % 3228

number of shares (par value cHF 1.00)50 450 000 50 450 000 Share price (high/low) cHF 108.10/78.65 137.40/106.20 market capitalization (31 December) 5 3126 932

lonza group ltd 2006 2007 million cHF

net income 85 265 Shareholders’ equity1 4091602 Shareholders’ equity as a percentage of total assets % 69 56 Dividends declared after the balance sheet date 71 83 Dividend per share cHF 1.501.75

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report financial highlights 11

sales by division 2006 2007 million cHF % exclusive Synthesis & Biopharmaceuticals 1073 1 388 48 life Science ingredients 1075 1 135 40

Bioscience 0 189 7 other 137 158 5 continuing operations 2 285 2 870 100

Discontinued operations 629 0 0 lonza group 2 914 2 870 100

result from operating activities (eBit) 2006 2007 by division million cHF % exclusive Synthesis & Biopharmaceuticals 193 219 54 life Science ingredients 130 140 34

Bioscience 0 28 7 other (22) 21 5 continuing operations 301 408 100

Discontinued operations 43 0 0 lonza group 344 408 100

cash flow and investments 2006 2007 million cHF 600 562 500 429 400 300 200 100 0 cash flow before change in net working capital (100) (200) investments in property, plant and equipment and intangibles incl. leasing (300) (400) (371) (500) (600) (700) (609)

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report contents 13

consolidatedfinancial statements 14 consolidated Balance Sheet 15 consolidated income Statement 16 consolidated cash FlowStatement 17 consolidated Statement of changes in equity 18 notes to the consolidated Financial Statements 80 report of the Group auditors

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 14 consolidatedfinancial statements Financial report

consolidated Balance sheet

assets 1 2006 2007 million cHFnote2

fixed assets property, plant and equipment 6 4 1244513 accumulated depreciation and accumulated impairment losses 6 (1 980)2 144 (2 047) 2 466 intangible assets 7 67 158 Goodwill 7 102 394 other non-current assets 515 Deferred tax assets 22 174 173 investments in associates 8 10613 other investments 10 long-term loans and advances 14 1228 total fixed assets 2 611 3 247

current assets inventories 9 543 669 Value adjustments 9 (56) 487 (65) 604 trade receivables, net 10 462429 current tax receivables 22 39 other receivables, prepaid expenses and accrued income 11 100 150 Short-term advances and other financial assets 14 13 597 4622 cash and cash equivalents 12, 14 217 372 assets held for sale 5 0106 total current assets 1 301 1 704

total assets 3 912 4 951

total equity and liabilities1 2006 2007 million cHFnote2

equity Share capital 5050 Share premium147 158 treasury shares (338) (324) retained earnings and reserves 1 748 1 924 total equity attributable to equity holders of the parent see page 17 1 607 1 808 minority interest 00 total equity 1 607 1 808

liabilities Deferred tax liabilities 22 378 387 other long-term provisions 13 86 84 long-term debt 14 9231360 total long-term liabilities and provisions 1 387 1 831 other short-term liabilities 15 464 655 current tax payables 49 68 trade payables 16 173 236 Short-term debt: Due to bank and other financial institutions 14 232353 total current liabilities and deferred items 918 1 312 total liabilities 2 305 3 143

total equity and liabilities 3 912 4 951

1 at 31 December 2 See the accompanying notes to the consolidated financial statements

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 15 consolidated income statement

2006 2007

million cHF con- Discon- tinuing tinued note1 operations operations total total

sales (see segment information) 32 2 285 629 2 914 2 870 cost of goods sold (1 721) (561) (2 282)(2 060) gross profit 564 68 632 810

marketing and distribution (87) (10) (97) (130) research and development 23 (70)(6) (76) (89) administration and general overheads (130)(16) (146) (194) other operating income 20 55 14 69 79 other operating expenses 20 (31) (7) (38) (68) result from operating activities (eBit) 301 43 344 408 Financial income 21.1 14 0 14 20 Financial expenses 21.2 (66) (2) (68) (76) Shareofprofit of associates 21.3 30 310 other investment income/(loss) 21.3 (1)0 (1) (1) net financing costs (50) (2) (52) (47) profit before income taxes 251 41 292 361

income taxes 22 (52)(17) (69) (60) profit after income taxes before gain/(loss) on discontinued operations 199 24 223 301 Gain/(loss) on sale of discontinued operations, net of income taxes (1) (1) 0 profit for the period 199 23 222 301

attributable to: equity holders of the parent 199 23 222 301 minority interest 0000 profit for the period 199 23 222 301

cHFcHF cHFcHF Basic earnings per share 27 4.20 0.49 4.69 6.33 Diluted earnings per share 27 3.88 0.424.305.88

1 See the accompanying notes to the consolidated financial statements

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 16 consolidatedfinancial statements Financial report

consolidated cash flow statement

2006 2007 million cHFnotes1

profit for the period 222 301 adjustments for non-cash items: – income taxes 22 69 60 – net financing costs 21 5247 –Depreciation of property, plant and equipment (excl. impairment) 6 198 224 – amortization of intangibles 7 15 27 – impairment losses on property, plant, equipment and intangibles 6, 7 814 – Goodwill impairment 7 09 – release of negative goodwill 3.5 (12)0 – (Decrease) /increase of provisions (5) 18 – (Gain) / loss on disposal of property, plant and equipment42 – (Gain) / loss on sale of subsidiary 3.1, 3.4 (9) (29) – (Gain) / loss on sale of discontinued operations, net of income tax10 – reversal amortization of other liabilities (7) (26) – Share-based payments 69 – Delivery of treasury shares 1(1) income taxes paid (52)(38) interests paid (62)(55) cash flow before change in net working capital 429 562

(increase) /decrease inventories 23(104) (increase) /decrease trade receivables (49) 41 increase /(decrease) trade payables (12)60 (increase) /decrease other net working capital 6086 increase /(decrease) of other payables net (26) (1) net cash (used for)/provided by operating activities 425 644

purchase of property, plant and equipment(360)(596) purchase of intangible assets (11) (13) proceeds from sale of tangible and intangible assets 57 acquisition of subsidiaries, net of cash acquired 3.2, 3.3, 3.5 (212)(586) Disposal of subsidiaries, net of cash disposed of 3.1, 3.4 16 111 Disposal of discontinued operations, net of cash disposed of 4 141 0 purchase of investments (2)0 proceeds from sale of investments 251 purchase of other assets 0(10) proceeds from sale of other assets 21 Decrease in loans and advances 312 increase in loans and advances (2)(2) interests received 22 16 Dividends received 04 net cash (used for)/provided by investing activities (373) (1 055)

repayment of convertible and straight bond (675) 0 Syndicated loan 0500 proceeds/(repayment) from borrowings 169 44 increase in other liabilities 94 76 Decrease in other liabilities (1) 0 Dividends paid (61) (72) company contribution of purchased shares (3) (2) purchase of treasury shares (3) (24) Sale of treasury shares 050 net cash (used for)/provided by financing activities (480) 572

effect of currency translation on cash (1) (6)

net (decrease)/increase in cash and cash equivalents (429) 155 cash and cash equivalents at 1 January646 217 cash and cash equivalents at 31 December 217 372

1 See the accompanying notes to the consolidated financial statements

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 17 consolidated statement of changes in equity

attributable to equity holders of the parenttotal minority total million cHF Share Share retained Hedging trans- treasury interest equity capital premium earnings/ reserve lation shares other reserve reserves

at 31 december 2005 50 147 1 533 11 86 (337) 1 490 01490 net (loss)/gain on cash flow/ net investment hedge, net of tax000(19) 00(19) 0(19) translation differences 000(11) (16) 0(27) 0(27) net income recognized directly in equity 000(30) (16) 0(46) 0(46) profit for the period 00222 000222 0222 total recognized income and expenses for the period 00222 (30) (16) 0176 0176 Dividends 00(61) 000(61) 0(61) recognition of share-based payments 006000606 transfer of employee shares 00(3) 002(1) 0(1) acquisition of treasury shares 00000(3) (3) 0(3) at 31 december 2006 50 147 1 697 (19) 70 (338) 1 607 01607 net (loss)/gain on cash flowhedge, net of tax000600606 net change in fair value of cash flow hedges transferred to profit or loss 00016 0016 016 translation differences 0000(80)0(80)0(80) net income recognized directly in equity 00022 (80) 0(58) 0(58) profit for the period 003010003010301 total recognized income and expenses for the period 00301 22 (80) 0243 0243 Dividends 00(72)000(72)0(72) recognition of share-based payments 008000808 transfer of employee shares 00(3) 000(3) 0(3) acquisition of treasury shares 00000(24) (24) 0(24) Sale of treasury shares less taxes 011 00038 49 049 at 31 december 2007 50 158 1 931 3(10) (324) 1 808 01808 the share capital on 31 December 2007 comprised 50 450 000 registered shares with a par value of cHF 1 each (2006: 50 450 000 registered shares with a par value of cHF 1 each) amounting to cHF 50 450 000 (2006: cHF 50 450 000). reserves in the amount of cHF 25225000 included in the financial statements of the parent company cannot be dis- tributed.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 18 conSoliDateD Financial StatementS Financial report

notes to the consolidated financial statements

1 accounting principles Basis of preparation the consolidated financial statements for 2007 and 2006 are reported in Swiss francs (cHF)and arebased on the annual accountsofthe individual subsidiaries at 31 December which have been drawn up according to uniform Group accounting principles. the consolidated accounts are prepared in accordance with the international Financial report- ing Standards (iFrS) and with Swiss law. they are prepared on the historical cost basis, except that derivative financial instruments are stated at their fair value.

changes in accounting policies the following new and revised standards and interpretations have been issued being effective for the reporting year 2007: – iFric7– applying the restatement approach under iaS 29 – Financial reporting in Hyper- inflationary economies – iFric 8 – Scope of iFrS 2 – iFric 9 – reassessment of embedded Derivatives – iFric 10 – interim Financial reporting and impairment – iFrS 7 – Financial instruments: Disclosures – amendment to iaS 1 – presentation of Financial Statements: capital Disclosures

With the exception of additional disclosures, the newand revised standards had no significant impact on the consolidated financial statements for the year 2007.

the disclosure requirements for iFrS 7 include qualitative and quantitative information about risk exposure arising from financial instruments, especially with regard to credit risk, liquidity risk and market risk. iFrS 7 also requires qualitative disclosure about management’s objectives, policies and processes for managing these risks. this information is dealt with in note 31.

the following newand revised Standards and interpretations havebeen issued, butare not yet effective and are not applied early in these consolidated financial statements. their impact on the consolidated financial statements of lonza has not yet been systematically analysed. the expected effects as disclosed below the table reflect a first assessment by Group management.

effective date planned application Standard / interpretation by lonza

iFric 11 iFrS 2 – Group and treasury share transactions * 1 march 2007reporting year 2008 iFric 12 – Service concession arrangements * 1 January 2008reporting year 2008 iFric 14 iaS 19 - the limit of defined benefit assets, minimum funding requirements and their interaction *** 1 January 2008reporting year 2008 iFric 13 – customer loyalty programmes *1July 2008reporting year 2009 iaS 1 revised – presentation of financial statements ** 1 January 2009reporting year 2009 iaS 23 revised – Borrowing costs *** 1 January 2009reporting year 2009 iFrS 8 – operating Segments ** 1 January 2009reporting year 2009 iFrS 3 revised - Business combination *** 1 July 2009reporting year 2010 iaS 27 amended – consolidation and separate financial statements *** 1 July 2009reporting year 2010

reclassification For comparative purposes, the prior year amount for net capital invested has been presented in the segment reporting information (note 32) to include goodwill as it be- came relevant due to the acquisition of cambrex in 2007.

the “accounting estimates and judgements” are disclosed in note 29.

*no or no significant impacts are expected on the consolidated financial statements ** mainly additional disclosures are expected in the consolidated financial statements *** the impacts on the consolidated financial statements can not yet be determined with sufficient reliability.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 19

principles of consolidation the consolidated financial statements represent the accounts for the year ended 31 December of lonza Group ltd and its subsidiaries.

Subsidiaries acquired during the year are included in the consolidated accounts from the date of acquisition, while any subsidiaries sold are excluded from the accounts from the date of sale. acquisitions are accounted for by the use of the purchase method of accounting. the full consolidation method is used, whereby the assets, liabilities, income and expenses are incor- porated in full, irrespective of the extent of any minority interest. payables, receivables, income and expenses between lonza consolidated companies are eliminated. inter-company profits included in year-end inventories of goods produced within lonza are eliminated. transactions between subsidiaries are concluded under market conditions. unrealized gains on transactions between subsidiaries are eliminated. unrealized losses are also eliminated unless the transac- tion provides evidence of an impairment of the asset transferred. interests in joint ventures are reported using the line-by-line proportionate consolidation method. associates are valued in the consolidated financial statements using the equity method of accounting. under this method, the investment is initially recorded at cost, and is increased or decreased by the pro- portionate share of the associate’s profits or losses after the date of acquisition, adjusted for any impairment in the interest in the associate and depreciation of fair market value incre- ments/decrements recognized at that time. Goodwill included in associates is not accounted for separately. the Group’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition. Dividends paid during the year reduce the carrying value of the investments. the significant subsidiaries included in the financial statements are shown in note 2.

Definition of subsidiary and associates a subsidiary is an enterprise controlled by lonza Group ltd. control exists when the company has the power, directly or indirectly, to govern the finan- cial and operating policies of an enterprise so as to obtain benefits from its activities. an associate is an enterprise in which the Group has the ability to exercise significant influence, but not control, over the financial and operating policies. the consolidated financial statements include the Group’s share of the total recognized gains and losses of associates on an equity- accounted basis, from the date that significant influence commences until the date it ceases.

Definition of segments the segment data are shown by the primary business segments and the secondary geographical segments. the business segments are structured by subsidiaries which operate within the same business activity and are the basis of the internal reporting system. the major criterion used to define a segment is based on the risks and rewards associ- ated with a business activity. revenue recognition Sales are recognized when the significant risks and rewards of owner- ship of the assets have been transferred to a third party and are reported net of sales taxes and rebates. provisions for rebates to customers are recognized in the same period that the related sales are recorded. revenue from termination fees is recorded in the income statement in the period in which the termination occurs. the poc(percentage of completion) method is applied for development projects. the stage of completion of a contract is determined on the basis of the estimated total contract costs. interest income is recognized on a time-proportion basis using the effective interest method. Dividend income is recognized when the right to receive payment is established.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 20 conSoliDateD Financial StatementS Financial report

Foreign currencies items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). the consolidated financial statements are presented in Swiss francs (cHF) which is the Group’s presentation currency. For consolidation purposes the balance sheet of foreign consolidated companies is translated to cHF with the rate on the bal- ance sheet date. income, expenses and cash flows of the foreign consolidated companies are translated into cHF using the yearly average exchange rates (unless this average is not a rea- sonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions). exchange rate differences arising from the different exchange rates applied in balance sheets and in- come statements are allocated to reserves. in the individual company’s financial statements, transactions in foreign currencies are translated at the foreign exchange rate applicable at the date of the transaction. monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date.

Derivative financial instruments and hedging Derivative financial instruments are initially rec- ognized in the balance sheet at their fair value. the method of recognizing the resulting gain or loss is dependent on whether the derivative contract is designed to hedge a specific risk and qualifies for hedge accounting. on the date a derivative contract is entered into, the Group des- ignates derivatives which qualify as hedges for accounting purposes as either a hedge of the fair value of a recognized asset or liability (fair value hedge), a hedge of a forecasted transaction or firm commitment (cash flow hedge) or a hedge of a net investment in a foreign entity. changes in the fair value of derivatives which are fair value hedges are recognized in the income state- ment, along with any changes in the fair value of the hedged asset or liability that is attributable to the hedged risk. changes in the fair value of derivatives in cash flow hedges that are highly effective are recognized in equity. the gain or loss relating to the ineffective portion is recog- nized immediately in the income statement. Where the forecasted transaction or firm commit- ment results in the recognition of an asset or liability, the gains and losses previously included in equity are included in the initial measurement of the asset or liability. otherwise, amounts recorded in equity are transferred to the income statement and classified as revenue or expense in the same period in which the forecasted transaction affects the income statement.

Hedges of net investments in foreign entities are accounted for similarly to cash flow hedges. the Group hedges certain net investments in foreign entities with currency forward contracts. all foreign exchange gains or losses arising on translation are recognized in equity and included in cumulative translation differences.

certain derivative instruments, while providing effective economic hedges under the Group‘s policies, do not qualify for hedge accounting. changes in the fair value of any derivative in- struments that do not qualify for hedge accounting are recognized immediately in the income statement.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized in the income statement, when the committed or forecasted transaction is ultimately recognized in the income statement.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 21

However, if a forecasted or committed transaction is no longer expected to occur, the cumula- tive gain or loss that was recognized in equity is immediately transferred to the income state- ment. the purpose of hedge accounting is to match the impact of the hedged item and the hedging instrument in the income statement. to qualify for hedge accounting, the hedging relationship must meet several strict conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. at the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. this process includes linking all derivatives designated as hedges to specific assets and liabili- ties or to specific firm commitments or forecasted transactions. the Group also documents its assessment, both at the hedge inception and on an ongoing basis, as to whether the de- rivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

Fixed assets Fixed assets (property, plant and equipment) are stated at cost less accumulated depreciation and accumulated impairment losses. the assets are depreciated on a component basis over their estimated useful lives, which vary from 10 to 50 years for buildings and struc- tures, and 5 to 16 years for production facilities, machinery, plant, equipment and vehicles. Fixed assets are depreciated using the straight-line method over their estimated useful lives.

Subsequent expenditure incurred to replace a component of an item of property, plant and equipment that is accounted for separately, including major inspection and overhaul expen- diture, is capitalized. other subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the item of property, plant and equipment. all other expenditure is recognized in the income statement as an expense as incurred. the residual values and the useful life of items of property, plant and equipment are reviewed and adjusted, if appropriate, at each balance sheet date.

lease Financial leases, which effectively constitute assets purchased with long-term financing, are carried as fixed assets at their purchase price and are written off over their estimated use- ful lives if the leased assets are transferred to the lessee at the end of the lease term. if there is no reasonable certainty that the lessee will obtain ownership by the end of the lease term, the asset is fully depreciated over the shorter of the lease term and its useful life. the correspond- ing liabilities are included in long-term and short-term debt. the finance lease gives rise to a depreciation expense for depreciable assets as well as a finance expense for each accounting period. For purpose of classifying a lease of land and buildings, lease of the land and of the buildings are evaluated separately. lease payments under an operating lease are recognized as an expense in the income statement on a straight-line basis over the lease term.

intangible assets intangible assets with a definite useful life are stated at cost less accumu- lated amortization and accumulated impairment losses. intangibles include software, licenses, patents, trademarks and similar rights granted by third parties and capitalized computer soft- ware development costs. costs associated with internally developed or maintained computer software programmes are recognized as an expense as incurred. costs that are directly associ- ated with the production of identifiable and unique software products controlled by the Group,

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 22 conSoliDateD Financial StatementS Financial report

and that will probably generate future economic benefits exceeding costs beyond one year, are recognized as intangible assets. those direct costs include the software development em- ployee costs and an appropriate portion of relevant overheads. intangible assets are amortized using the straight-line method over their estimated useful lives but not exceeding five years. all intangible assets in lonza have finite useful lives.

Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. When the excess is negative (negative goodwill) it is recognized immediately in profit or loss. Goodwill on acquisitions of associates is included in investments in associates. Goodwill is tested annuallyforimpairmentand carried at cost less accumulated impairment losses. Goodwill is treated as an asset in the acquisition. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

inventories inventories are reported at the lower of cost (purchase price or production cost) or market value (net realizable value). in determining net realizable value, any costs of completion and selling costs are deducted from the realizable value. the cost of inventories is calculated using the weighted average method. prorated production overheads are included in the valua- tion of inventories. adjustments are made for inventories with a lower market value or which are slow moving. unsalable inventory is fully written off. costs include all expenditures related directly to specific projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on normal operating capacity.

receivables trade receivables are recognized at the original invoice amount less allowances made for doubtful accounts. an allowance is recorded for the difference between the carrying amount and the recoverable amount where there is objective evidence that the Group will not be able to collect all amounts due. a reconciliation of changes in the allowance accounts for credit losses is provided.

Financial assets loans and advances and other financial assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. they arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. they are classified as short-term with maturities not longer than 12 months and as long-term with maturities greater than 12 months after the balance sheet date. loans and advances are carried at amortized costs using the effective interest method. realized and unrealized gains and losses are recorded in the income statement in the period in which they arise.

cash and cash equivalents cash includes cash in hand, in postal and bank accounts, as well as short-term deposits and highly liquid funds which have an original maturity of less than three months.

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impairment assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested forimpairmentannuallyand whenever thereisanindication thatthe unit may be impaired. an impairment loss is recognized for the amount by which the asset’s carry- ing amount exceeds its recoverable amount. the recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). calculation of recoverable amount – in assessing value in use, the estimated future cash flows arediscounted to their presentvalueusing apre-taxdiscount rate thatreflects currentmarket assessments of the time value of money and the risks specific to the asset. reversal of impairment – an impairment loss is reversed if the subsequent increase in recover- able amount can be related objectively to an event occurring after the impairment loss was recognized. an impairment loss in respect of goodwill is not reversed. in respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. an impairment loss is reversed only to the extent that the asset’s car- rying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Deferred taxes tax expense is calculated using the balance sheet liability method. additional deferred taxes are provided wherever temporary differences exist between the tax base of an asset or liability and its carrying amount in the consolidated accounts for the year.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabili- ties and their respective tax bases and operating loss and tax credit carry-forwards.

Deferred tax assets and liabilities are measured using substantially enacted tax rates in the respective jurisdictions in which lonza operates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. in assessing the recoverability of deferred tax assets, management considers whether it is prob- able that some portion or all of the deferred tax assets will not be realized. For transactions and other events recognized directly in equity, any related tax effects are also recognized directly in equity. retirement benefits most of lonza‘s subsidiaries operate their own pension plans. Generally, they are funded by employees‘ and employer‘s contributions. the liability recognized in the bal- ance sheet is the present value of the benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. a policy has been established whereby actuarial valuations are performed on a yearly basis. actuarial gains and losses are recognized over a period not exceeding the expect- ed remaining working lives of the participating employees if the accumulated gains and losses exceed the corridor of 10% of the greater of plan assets and projected benefits obligation.

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termination benefits termination benefits are payable when employment is terminated be- fore the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. the Group recognizes termination benefits when it is demonstra- bly committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy.

provisions a provision is recognized in the balance sheet when the Group has a legal or con- structive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. if the effect is material, provisions are deter- mined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

a provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced pub- licly. Future operating costs are not provided for.

provisions for environmental liabilities are made when there is a legal or constructive obliga- tion for the Group which will result in an outflow of economic resources. provisions are made for remedial work, where there is an obligation to remedy environmental damage, as well as for containment work where required by environmental regulations.

Borrowings Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liabil- ity for at least 12 months after the balance sheet date.

Straight bond interest-bearing borrowings are recognized initially at their fair value, less at- tributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost, with any difference between cost and redemption value being recog- nized in the income statement over the period of the borrowings on an effective-interest basis.

convertible bond the convertible bond is separately shown in the balance sheet by the liability component and the equity component. the fair value of the liability component is determined on the basis of the present value of the principal plus the present value of the interest pay- able over the contractual period using a rate of interest applied by the market at the time. the value of the equity component is calculated by deducting the liability component from the total proceeds of the bond issue. the difference between the initial liability component and the notional amount is amortized over the contractual period of the bond and treated as a financial expense.

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Share capital ordinary shares are classified as equity. incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Where any Group company purchases lonza Group ltd’s equity share capital (trea- suryshares), the consideration paid, including anydirectlyattributable incremental costs (net of income taxes), is deducted from equity attributable to the Group’s equity holders until the shares are cancelled, reissued or disposed of.

Dividend Dividend distribution to lonza’s shareholders is recognized as a liability in the Group’s financial statements in the period in which the dividends are approved by the lonza shareholders.

Share-based compensation the Group operates an equity-settled, share-based compensa- tion plan. the fair value of the employee services received in exchange for the grant of options and other share-based compensations is recognized as an expense. the total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted. at each balance sheet date, the entity revises its estimates of the number of options that are expected to become exercisable. it recognizes the impact of the revision of original estimates, if any, in the income statement, and a corresponding adjustment to equity over the remaining vesting period. research and Development Development costs are only capitalized when the related prod- ucts will generate probable future economic benefits. Fixed assets (buildings, machinery, plant, equipment) used for research purposes are valued similarly to other fixed assets. Such assets are capitalized and depreciated over their estimated useful lives. expenses for research and de- velopment include associated wages and salaries, material costs, depreciation on fixed assets, as well as overhead costs. net financing costs net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, the finance charge for finance leases, dividend in- come, share of profit of associates, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognized in the income statement. interest income (expense) is recognized in the income statement as it accrues, taking into account the effective yield of the asset or liability or an applicable floating rate. Dividend income is recognized in the income statement on the date that the dividend is declared. interest income and expense include the amortization of any discount or premium or other dif- ferences between the initial carrying amount of an interest-bearing instrumentand its amount at maturity calculated on an effective interest rate basis.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 26 conSoliDateD Financial StatementS Financial report

2 principal subsidiaries1 in 2007, lonza acquired the research products and microbial Biopharmaceuticals businesses from cambrex corporation and integrated the research products companies in its new Bioscience division and the microbial Biopharmaceuticals companies in its exclusive Synthesis & Biopharmaceuticals division. the principal subsidiaries are shown below:

company town/country purpose currency 2 Share % Holding % Holding capital direct indirect in 000

lonza Braine Sa Braine-l’alleud, Be eur 40 000 100% lonza Verviers Sprl Verviers, Be eur 19 100% lonza canada inc. Shawinigan, ca caD 1 100% lonza aG Visp, cH cHF 60 000 100% lonza Sales aG , cH cHF 2 000 100% lonza Biopharma aG Visp, cH cHF 550 100% lonza Bioproducts aG Basel, cH cHF 100 100% cHF 133 100% lonza Finance limited St. Helier, Jersey, GB uSD 13 100% lonza Biotec sro Kouřim, cZ cZK 282 100 100% lonza Guangzhou ltd Guangzhou, cn uSD 12 000 100% lonza Guangzhou nansha ltd Guangzhou, cn uSD 53 489 100% lonza (china) investments co. ltd Guangzhou, cn uSD 49 500 100% lonza Guangzhou research and Development center ltd Guangzhou, cn uSD 4 100 100% lonza nanjing ltd nanjing, cn uSD 2 000 100% lonza Group GmbH Weil am rhein, De eur 25 100% Gewerbepark Hochrhein GmbH Waldshut-tiengen, De eur 10 400 100% lonza GmbH Wuppertal, De eur 511 100% lonza copenhagen apS Vallensbaekstrand, DK DKK 150 100% lonza Biologics porriño, S.l. porriño, eS eur 10 296 100% lonza ibérica Sau Barcelona, eS eur 60 100% lonza Saint Beauzire SaS Saint Beauzire, Fr eur 1 566 100% lonza paris Sàrl paris, Fr eur 1 003 100% lonza Bioscience Sàrl paris, Fr eur 8 849 100% lonza France Sàrl levallois-perret, Fr eur 132 100% lonza Biologics plc Slough, GB GBp 14 500 100% lonza Wokingham limited Wokingham, GB GBp 1 100% lonza india private ltd mumbai, in inr 4 249 100% lonza milano S.r.l. caravaggio , it eur 52 100% lonza Japan ltd tokyo, Jp JpY 200 000 100% lonza europe BV Breda, nl eur 19 100% lonza Benelux BV Breda, nl eur 450 100% lonza Biologics Singapore pte ltd Singapore, SG uSD 25 000 100% lonza Biologics tuas pte ltd Singapore, SG uSD 25 000 50% lonza america inc. allendale, uS uSD 8 100% lonza inc. allendale, uS uSD 464 100% lonza Biologics inc. portsmouth, uS uSD 1 100% lonza Walkersville inc. Walkersville, uS uSD 1 100% lonza rockland inc. rockland, uS uSD 1 100%

research&Development production Sales office Service/Financing

1 all companies belonging to lonza Group are non-listed entities 2 abbreviation of currencies in accordance with iSo standards

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3 Business combination 3.1 Sale of lonza Singapore pte ltd, Singapore at 19 november 2007, lonza sold the subsidiary lonza Singapore pte ltd, Singapore, to per- storp Group for uSD 138 million. this transaction represents another milestone in lonza’s strategy to focus on its life-science operations, following the transformation of its portfo- lio implemented over the last year. over 90% of lonza’s sales now relate directly to the life sciences. perstorp will assume full ownership of the business and all related assets through a wholly owned subsidiary. Based on Jurong island, Singapore, lonza Singapore pte ltd is a leading manufacturerand marketer of purified isophthalic acid (pia), used as akeyingredient in the manufacture of petbottle-grade resins, unsaturated polyester resins and performance coatings.

the net assets sold and the gain on disposal of the subsidiary are as follows:

million cHF

property, plant and equipment73.7 intangible assets 2.1 Goodwill 0.6 other non-current assets 0.1 inventories 14.0 trade receivables, net 22.6 other receivables, prepaid expenses and accrued income 1.4 cash and cash equivalents 12.5 total assets sold 127.0

other short-term liabilities (5.4) trade payables (9.8) total liabilities sold (15.2)

total net assets sold 111.8

consideration for sale 154.6 purchase price adjustment(0.2) adjustment for net working capital (5.9) less transaction costs (7.1) less retention bonus(0.6) gain on disposal of subsidiary29.0

the net cash inflow from the sale is determined as follows:

million cHF

consideration for sale 154.6 purchase price adjustment(0.2) adjustment for net working capital (5.9) less transaction costs (7.1) less retention bonus(0.6) less vendor loan (17.4) less cash and cash equivalents in subsidiary sold (12.5) net cash inflow from sale 110.9

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3.2 acquisition of the research Bioproducts and microbial Biopharmaceuticals divisions from cambrex corporation on 24 october 2006, lonza announced an agreement with cambrex corporation (nYSe: cmBm) to purchase its research Bioproducts and microbial Biopharmaceuticals businesses for a cash consideration of uSD 460 million. in conjunction with the initial public offering of polynt S.p.a., these acquisitions will accelerate the Group’s strategic development and transform lonza into a focused life-science business. on 6 February 2007, lonza announced the completion of these acquisitions. the closing of the deal followed the consent of the cambrex shareholders on 5 February 2007.

the microbial Biopharmaceuticals business has been integrated into the existing exclusive Synthesis & Biopharmaceuticals segment and supports lonza’s microbial Biopharmaceuticals growth. research Bioproducts was positioned as a stand-alone business segment and renamed as lonza Bioscience. its leading position in cell-based research, endotoxin detection and cell therapy manufacturing is highly complementary to lonza’s Biopharmaceuticals business.

From 6 February to 31 December 2007, the acquired business contributed sales of cHF 232 mil- lion and a result from operating activities of cHF -3 million to the Group. this amount includes restructuring expenses of cHF 14 million from microbial Biopharmaceuticals and integration costs of cHF 8 million from Bioscience. if the acquisition had occurred on 1 January 2007, Group sales would have been cHF 2 886 million and the Group result from operating activities cHF 411 million for the year 2007. these amounts have been calculated using the Group’s ac- counting policies and by adjusting the results of the subsidiaries to reflect the additional depre- ciation and amortization that would have been charged assuming the fair-value adjustments to property, plant and equipment and intangible assets had applied from January 2007.

net assets acquired and goodwill are shown as follows:

million cHF

– purchase price in cash 570.4 – Direct costs relating to the acquisition 12.7 – purchase price adjustment (net working capital adjustment) 17.4 total purchase consideration 600.5 Fair value of net assets acquired (284.9) goodwill 315.6

the direct costs relating to the acquisition include costs for the purchase price hedge of cHF 4.8 million.

the goodwill includes expected synergies from the acquisition, the labor force and potentially intangible assets that could not be valued separately. it was pushed down to the Bioscience companies.

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the acquisition has been accounted for using the purchase method. the following amounts of assets and liabilities acquired have been included:

assets and adjustment assets and liabilities million cHF liabilities included through purchase immediately before at acquisition date price allocation the combination

property, plant and equipment99.5 (5.3) 104.8 intangible assets (patents)126.8 61.8 65.0 other non-current assets 0.9 0.00.9 Deferred tax assets 70.7 10.060.7 inventories 44.6 (0.1) 44.7 trade receivables, net 40.9 0.7 40.2 other receivables, prepaid expenses and accrued income 4.9 0.04.9 current tax receivables 4.1 0.04.1 cash and cash equivalents 14.9 0.014.9 trade payables (16.1) 0.0(16.1) other short-term liabilities (29.7) 0.5 (30.2) current tax payables (4.7) 0.0(4.7) Deferred tax liabilities (59.7) (49.3) (10.4) notes payable 0.03.5 (3.5) Short-term debt (4.0)0.0(4.0) other interest-free liabilities (0.7) (0.7) 0.0 other long-term provisions (3.3) 0.0(3.3) long-term debt (4.2)0.0(4.2) fair value of net assets acquired 284.9 21.1 263.8 Goodwill 315.6 cost of the business combination 600.5

purchase consideration settled in cash 600.5 cash and cash equivalents of subsidiaries acquired (14.9) cash outflow on acquisition 585.6

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 30 consolidatedfinancial statements Financial report

3.3 acquisition of Bioproducts manufacturing division of ucB on 28 February 2006, lonza acquired 100% of the shares of the Bioproducts manufacturing division of ucB. this division with 300 employees is located in Braine-l’alleud outside Brussels, Belgium, and has been active in chemical peptides manufacturing for over 20 years.

From 28 February to 31 December 2006, the acquired business contributed sales of cHF 57 mil- lion and a result from operating activities of cHF -7 million to the Group. if the acquisition had occurred on 1 January 2006, Group sales would have been cHF 2 932 million and the Group result from operating activities cHF 347 million. these amounts have been calculated using the Group’s accounting policies and by adjusting the results of the subsidiary to reflect the addition- al depreciation and amortization that would have been charged assuming the fair-value adjust- ments to property, plant and equipment and intangible assets had applied from January 2006.

the result for the ten months is not representative for future periods due to delayed projects and integration of the acquired company into lonza.

net assets acquired and goodwill are shown as follows:

million cHF

– purchase price in cash 188.8 – Direct costs relating to the acquisition 3.5 – purchase price adjustment (net working capital adjustment) 6.0 total purchase consideration 198.3 Fair value of net assets acquired (145.2) goodwill 53.1

the goodwill included expected synergies from the acquisition, the labor force and potentially intangible assets that could not be valued separately.

the acquisition has been accounted for using the purchase method. the following amounts of assets and liabilities acquired have been included:

assets and adjustment assets and liabilities million cHF liabilities included through purchase immediately before at acquisition date price allocation the combination

property, plant and equipment68.5 20.3 48.2 intangible assets (patents)40.7 40.5 0.2 inventories 37.5 (2.4) 39.9 trade receivables, net 4.1 0.1 4.0 other receivables, prepaid expenses and accrued income 4.4 4.4 0.0 trade payables (4.3) 0.0(4.3) other short-term liabilities (5.7) (0.3) (5.4) fair value of net assets acquired 145.2 62.6 82.6 Goodwill 53.1 cost of the business combination 198.3

purchase consideration settled in cash 198.3 cash and cash equivalents of subsidiary acquired 0.0 cash outflow on acquisition 198.3

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 31

3.4 Sale of loFo Hightech Film GmbH, Weil am rhein, Germany at the closing date 30 June 2006, lonza sold the subsidiary loFo Hightech Film GmbH, Weil am rhein, Germany, to Shinkong Synthetic Fibers corporations (SSFc), headquartered in taipei, taiwan. SSFcwill assume full ownership of the business. the completion of this divestiture is part of lonza’s overall strategy that is focused on delivering sustainable value to our customers in the life-science industries. loFo Hightech Film GmbH is in the business of manufacturing and distributing solventcast films forhigh-tech applications,including –butnot limited to – opto-electronic displays.

the net assets sold and the gain on disposal of the subsidiary are as follows:

million cHF

property, plant and equipment34.6 Deferred tax assets 0.4 inventories 9.4 trade receivables, net 3.8 other receivables, prepaid expenses and accrued income 6.4 cash and cash equivalents 0.2 total assets sold 54.8

Deferred tax liabilities (2.1) long-term other provisions (6.6) other short-term liabilities (3.3) Short-term debt (25.0) trade payables (1.8) total liabilities sold (38.8)

total net assets sold 16.0

consideration for sale 24.9 less transaction costs (0.4) gain on disposal of subsidiary8.4

the net cash inflow from the sale is determined as follows:

million cHF

total consideration for sale 24.9 less vendor loan (7.9) less transaction costs (0.4) less cash and cash equivalents in subsidiary sold (0.2) net cash inflow from sale 16.4

3.5 acquisition of the biomanufacturing facility in porriño, Spain on 8 December 2006, lonza Group acquired 100% of the capital of ’s mid-scale mammalian biopharmaceutical production plant based in porriño, Spain. this facility is FDa- licensed and one of three Genentech plants that are currently licensed to produce avastin® (bevacizumab) bulk drug substance for commercial use. lonza will retain the facility’s approxi- mately 310 highly skilled employees.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 32 consolidatedfinancial statements Financial report

From 8December to 31 December 2006, the acquired business contributed no sales and no operating income. a release of negative goodwill of cHF 12 million originated from the pur- chase price allocation has been recognized in the consolidated income statement under “other operating income”.

if the acquisition had occurred on 1 January 2006, Group sales would have been cHF 3 004 mil- lion and the Group result from operating activities cHF 373 million. these amounts have been calculated using the Group’s accounting policies and by adjusting the results of the subsidiary to reflect the additional depreciation and amortization that would have been charged assum- ing the fair value adjustments to property, plant and equipment and intangible assets had ap- plied from January 2006.

net assets acquired and goodwill are shown as follows:

million cHF

– purchase price in cash 13.0 – Direct costs relating to the acquisition 0.1 – purchase price adjustment (post closing statement) 5.8 – Vendor loan (interest free) 164.5 – Discount of interest free vendor loan (12.3) total purchase consideration 171.1 Fair value of net assets acquired (183.1) goodwill (12.0)

the negative goodwill was due mainly to the favorable conditions received for conversion of this one-product plant into a multi-purpose plant.

the acquisition has been accounted for using the purchase method. the following amounts of assets and liabilities acquired have been included:

assets and adjustment assets and liabilities million cHF liabilities included through purchase immediately before at acquisition date price allocation the combination

intangible assets (software / tech transfer avastin®) 3.1 2.8 0.3 property, plant and equipment178.2(12.0)190.2 inventories 3.5 0.03.5 other receivables, prepaid expenses and accrued income 7.3 0.07.3 Deferred tax assets 0.9 0.9 0.0 cash 5.4 0.05.4 trade payables (5.4) 0.0(5.4) Subsidies 0.05.3 (5.3) other short-term liabilities (9.9) (4.4) (5.5) fair value of net assets acquired 183.1 (7.4) 190.5 Goodwill (12.0) cost of the business combination 171.1

purchase consideration 171.1 cash and cash equivalents of subsidiary acquired (5.4) Discount of interest free vendor loan 12.3 Vendor loan (interest free) (164.5) cash outflow on acquisition 13.5

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 33

4 discontinued operations on 30 october 2006, 60% of the polymer intermediates Business was sold via the polynt S.p.a. ipoon the Star segment of the mercato telematico azionario (electronic Stock market) of the Borsa italiana S.p.a. this business was not a discontinued operation or classified as held for sale at 31 December 2005. therefore the comparative income statement has been restated to show the discontinued operation separately from continuing operations. management committed to a plan to sell this business in 2006 due to the strategic decision to focus on lonza’s key com- petencies in the life-science industry.

profits attributable to the discontinued operations were as follows:

results of discontinued operations 2006 1 million cHF

Sales 629 expenses (586) results from operating activities 43 net financing costs (2) profit before income taxes 41 income taxes (17) results from operating activities, net of income tax and finance costs 24 Gain/(loss) on sale of discontinued operations (1) income tax on gain/(loss) on sale of discontinued operations 0 profit for the period 23

2006 cHF notes

Basic earnings per share 27 0.49 Diluted earnings per share 27 0.42

cash flows from discontinued operations 2006 million cHF

net cash from operating activities 41 net cash from investing activities incl. funds from divestiture 111 net cash from financing activities (13) net cash from discontinued operations 139

1 period of 10 months

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 34 consolidatedfinancial statements Financial report

effect of disposal on the financial position of the group 2006 million cHF

property, plant and equipment297.8 intangible assets 1.7 Deferred tax assets 1.0 other investments 0.1 long-term loans and advances 0.4 inventories 120.7 trade receivables, net 169.5 current tax receivables 0.2 other receivables, prepaid expenses and accrued income 7.0 cash and cash equivalents 28.5 total assets sold 626.9

Deferred tax liabilities (86.7) other long-term provisions (22.5) other short-term liabilities (16.6) current tax payables (11.1) trade payables (118.8) Short-term debt (87.0) total liabilities sold (342.7)

total net assets sold 284.2

consideration for sale 174.8 investment in associate (40%) 113.7 less transaction costs (5.2) gain/(loss) on disposal of discontinued operations (0.9)

the net cash inflow from the sale is determined as follows:

total consideration for sale, satisfied in cash 174.8 less transaction costs (5.2) less cash and cash equivalents in subsidiaries sold (28.5) net cash inflow from sale 141.1

on 6 november 2006, an additional tranche of 9% was sold on the stock exchange (green- shoe option), so that lonza held 31% of the shares in polynt S.p.a. at 31 December 2006 and 31 December 2007.

5 assets held for sale on 27 December 2007 lonza announced the signing of an agreement to sell approximately 90% (28.5 million shares) of its holding in polynt S.p.a. for eur 3.67 per share to polimeri Speciali S.p.a., an italian company, indirectly controlled by investindustrial. lonza remains a shareholder in polynt S.p.a., with a stake of approximately 3.4 %. the transaction was closed on 12 Febru- ary 2008 after regulatory reviews. polynt S.p.a. assets held for sale as of 31 December 2007, disclosed in the previous year’s balance sheet under “investments in associates”, correspond to a carrying amount of cHF 101 million.

part of the property, plant and equipment of lonza Gewerbepark GmbH is disclosed as assets held for sale, following the commitment of the Group’s management to sell three redeveloped properties during 2008. the carrying amount of these properties totaled to cHF 5 million.

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6 property, plant and equipment

2007 land Buildings and production construction total million cHF structures facilities in progress

cost at 1January 56 1 123 2 591 354 4 124 additions 52696469 596 Disposals (2)(2)(36) 0(40) reclassification to assets held for sale (5) 000(5) acquisition of subsidiaries 1047 33 999 Disposal of subsidiary0(7) (158) (1) (166) transfers / reclassification 025253 (278) 0 currency translation differences 0(15) (63) (17) (95) at 31 december 64 1 197 2 716 536 4 513

accumulated depreciation and impairment at 1 January0(468) (1 512) 0(1 980) Depreciation charge 0(42)(182)0(224) Disposals 0231 033 impairment losses1 0(1) (6) 0(7) Disposal of subsidiary0489093 currency translation differences 0434038 at 31 december 0(501) (1 546) 0(2 047) net carrying amount 31 december 64 696 1 170 536 2 466

insurance value 01582 3 337 60 4 979

2006 land Buildings and production construction total million cHF structures facilities in progress

cost value at 1 January491042 3 122 227 4 440 additions 422 71 263 360 Disposals (4) (3) (37) 0(44) acquisition of subsidiaries 17 107119 4247 Disposal of subsidiary0(16) (87) (1) (104) Disposal of discontinued operations (11) (66) (633) (27) (737) transfers / reclassification 046 66 (112)0 currency translation differences 1(9) (30)0(38) at 31 december 56 1 123 2 591 354 4 124

accumulated depreciation and impairment at 1 January(3) (463) (1 865) 0(2 331) Depreciation charge 0(37) (161) 0(198) Disposals 3231 036 impairment losses1 0(6) (2)0(8) Disposal of subsidiary0960069 Disposal of discontinued operations 025413 0438 currency translation differences 0212014 at 31 december 0(468) (1 512) 0(1 980) net carrying amount 31 december 56 655 1 079 354 2 144

insurance value 0948 3 203 51 4 202

1 the impairmentloss is included in the consolidated income statementunder other operating expenses.

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in 2007 an impairment loss on intangible assets of the DHa business of cHF 7 million was recognized in the “other” segment. When acquiring the DHa business, lonza inherited a pend- ing law suit for patent infringement in the uSa and Germany, which had been filed by martek Bioscience against nutrinova. meanwhile,the uSatrial has resulted in an adverse juryverdict against lonza, preventing lonza from selling any DHa on the uSa market. the outcome of the German trial is unpredictable and there is a risk of further european patent infringement suits. Given the adverse patent situation in the most important DHa markets (europe and the uSa) which prevents lonza from actively building up a business, it has been decided to write-off the DHa acquisition entirely. the Group assessed the recoverable amount of the assets as zero, as products can no longer be sold in those markets. it is assumed that the remaining inventory of cHF 3 million cannot be sold and this has therefore been entirely impaired.

an additional impairment loss on property, plant and equipment of cHF 7 million was recog- nized in 2007 in lonza inc. riverside, uSa, in the exclusive Synthesis & Biopharmaceuticals segment. Following our annual fixed-asset-cycle count process, specific equipment was identi- fied as most likely no longer usable for production because of market reasons, changes in the production process as well in the set-up of the production facilities. the Group assessed those assets as no longer recoverable.

in 2006, an impairment loss on property, plant and equipment of cHF 8 million was recognized in the exclusive Synthesis & Biopharmaceutical segment. the production facilities built for the production of the exclusive Synthesis product “Hirulog” will be idle as the probability is high that this product will no longer be produced in future. the Group assessed the recoverable amount of those assets as zero, as they have no further productive use.

commitments for capital expenditure in property, plant and equipment amount to cHF 383 million at year-end 2007 (2006: cHF 245 million), mostly related to capital expenditures in the Biopharmaceuticals business.

the carrying amount of fixed assets under finance lease contracts at year-end 2007 amounts to cHF 12.5 million (2006: cHF 10.9 million). an increase in fixed assets under finance lease of cHF 5 million is due to the cambrex-acquisition. no other additions, disposals and transfers weremade in relation to the leased fixed assets in 2007and 2006. Depreciations relating to fixed assets under finance lease amount to cHF 2.5 million (2006: cHF 2.0 million).

no assets were pledged for security of own liabilities in 2007 and 2006. the Group’s obligation under finance leases are secured by the lessors’ title to the leased assets.

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leases 1. lessee finance lease liabilities – minimum lease payments: 2006 2007 million cHF not later than 1 year 58 later than 1 year and not later than 5 years 17 16 later than 5 years 41 total future minimum finance lease payments 26 25 Future finance charges on finance lease payments (6) (5) presentvalue of minimum financelease payments 20 20 the present value of finance lease liabilities is as follows:

2006 2007 million cHF not later than 1 year 37 later than 1 year and not later than 5 years 13 13 later than 5 years 40 presentvalue of minimum financelease payments 20 20

operating lease liabilities – minimum lease payments 2006 2007 million cHF not later than 1 year 1213 later than 1 year and not later than 5 years 47 42 later than 5 years 4234 total future minimum operating lease payments 101 89 lonza leases production facilities and office equipment under finance lease agreements in the uSa, expiring in 2008-2011/2012, as well as in , ending in 2008. the finance lease agreement in the uSa is based on an interest rate of 8.7%. the lease contracts in Switzerland carryinterest rates between 4.5% and 5.0%. all leases areonafixed repaymentbasis and no arrangements have been entered into for contingent rental payments. all lease obligations are denominated in uSD and cHF. the fair value of the Group’s lease obligations approximates to their carrying amount. the Group’s obligation under finance leases is secured by the lessors’ title to the leased assets. lonza leases a number of buildings, warehouses, factory and office facilities, vehicles as well as land under operating leases. the leases for buildings, warehouses, factory and office facilities and vehicles run for periods between one and five years and for the land up to two and three years, all with an option to renew the lease after that date. none of the leases includes contin- gent rentals. the Fair lawn site from where the uS headquarters was moved to allendale in 2005 has been sublet. the sublease expired on September 2007.

During the year ended 31 December 2007, cHF 13.3 million (2006: cHF 13.6 million) was re- cognized as an expense in the consolidated income statement in respect of operating leases, of which cHF 0.9 million (2006: cHF 1.4 million) was due to sublease payments. cHF 1.2 mil- lion (2006: cHF1.6 million) was recognized as income in the consolidated income statement in respect of subleases. the land and building elements of a lease of land and buildings were considered separately for the purpose of lease classification as outlined in iaS 17.

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2. lessor there is an operating lease for which lonza acts as lessor. this lease falls within the scope of iaS 17 and iFric4guidance. it consists primarily of a biopharmaceutical manufacturing facility in Visp. the future minimum lease payments under non-cancelable operating leases are zero, because the lease payments are pre-financed by the customer.

7 intangible assets and goodwill 7.1 cost and accumulated amortization and impairment

2007 Goodwill patents and computer total million cHF trademarks software

cost at 1 January102 83 42 227 additions 05813 Disposals 0(3) (9) (12) acquisition of subsidiaries 316 1242442 Disposal of subsidiary(1) (5) (1) (7) currency translation differences (14) (12)0(26) at 31 december 403 192 42 637

accumulated depreciation and impairment at 1 January0(27) (31) (58) amortization 0(20)(7) (27) Disposals 01910 impairment losses1 (9) (7) 0(16) Disposal of subsidiary0314 currency translation differences 0202 at 31 december (9) (48) (28) (85) net carrying amount 31 december 394 144 14 552

2006 Goodwill patents and computer total million cHF trademarks software

cost at 1January 48 43 50 141 additions 03811 Disposals 0(4) (1) (5) acquisition of subsidiaries 53 43 096 Disposal of subsidiary00(1) (1) Disposal of discontinued operations 0(2)(13) (15) currency translation differences 10(1) 0 at 31 december 102 83 42 227

accumulated amortization at 1January 0(24) (39) (63) amortization 0(9) (6) (15) Disposals 0404 Disposal of subsidiary0011 Disposal of discontinued operations 011213 currency translation differences 0112 at 31 december 0(27) (31) (58) net carrying amount 31 december 102 56 11 169

intangible assets include software purchased from third parties, related software implementa- tion costs as well as patents and trade marks. their amortization is included in the line item “administration and general overheads” of the consolidated income statement.

1 the impairmentloss is included in the consolidated income statementunder other operating expenses.

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7.2 impairment tests for cash-generating units containing goodwill the following units show carrying amounts of goodwill (at year-end exchange rates):

2006 2007 million cHF

lonza Biologics (Biopharmaceuticals business)3231 lonza Guangzhou (nicotinates business)54 lonza inc. performance chemicals (Biocidal Quats business)1210 lonza Braine Sa (peptide business)5347 lonza Bioscience (ex cambrex)0302 total carrying amounts of goodwill 102 394

the increase in the carrying amounts of goodwill in 2007 compared with 2006 is due to the acquisition of cambrex’s Bioscience.

the recoverable amount of theabovecash-generating units is based on the value-in-use calculation. the cash flow projections include the actual operating results and a five-year business plan approved bymanagement.

these cash flow projections are based on the yearly business strategy review and exclude any future cash inflows and outflows expected to arise from growth potential of future capital expenditures.

the key assumptions and the approach to determining the recovery value of the cash-gen- erating units are based on the following:

the Biopharmaceutical business is located in the united States as well as in Great Britain. Sales are based on existing contracts and planned utilization of equipment based on cus- tomer demand currently under discussion and the assumption that market demand will increase significantlyover the five-year period. prices areasper contractsand areassumed to stayat currentlevels.cost developments arebased on individual assumptions per cost element. personnel costs are assumed to increase 4% p.a. and the other expenses by 2% p.a. the cash flowprojections beyond the five-year period arebased on azerogrowth rate.a pre-tax discount rate of 9.6% has been used in discounting the projected cash flows. man- agement believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the carrying amount to exceedits recov- erable amount.

the nicotinates (Vitamin B3) business plan relates to the site in Guangzhou in china. the cash flow projections are based on a slight decrease in gross margin in 2008 and 2009 due to an expected decrease in selling price and thereafter an unchanged margin until 2012. Sales volume will grow at 5% p.a. and is based on the Business Strategy review for the nicotinates market.the cash flowprojections beyond the five-year period areextrapolated using a zero growth rate due to limitation of capacity. the cash flows are discounted at a pre-taxdiscount rate of 10.9%. managementbelieves thatanyreasonablypossible change in any of these key assumptions would not cause the carrying amount to exceed the recov- erable amount of this business.

the Biocidal Quats business is located in the united States. the cash flow projections are based on constant expected gross margins during the five-year planning period with a 3% p.a. increase in sales. Selling price changes are assumed to offset changes in raw material

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price.nomajor regulatorychanges will haveanunfavorable impactonthe volumes.man- agementbelieves this to be afair and reasonable assumption.the cash flowprojections beyond the five-year period are extrapolated using a zero growth rate. the cash flows are discounted at a pre-tax discount rate of 8.7%. management believes that any reasonably possible change in any of these key assumptions would not cause the carrying amount to exceedthe recoverable amount of this business.

the peptides business represents the cash-generating unit of lonza Braine Sa, Belgium, including lonza Sales ltd, Switzerland. the cash flow projections include the five-year plan based on current headcount, an order backlog life-span of two years and a patented life-span of four years. Sales are projected on the current portfolio of peptides with costs varying in line with sales increase. a drop in sales by 5.1% is projected in 2010 due to a time gap for validation purposes. the cash flow projections beyond the five-year period are extrapolated using a zero growth rate. the cash flows are discounted at a pre-tax dis- count rate of 8.8%, resulting in arecoverable amount which missed the carrying amount by cHF 9 million. therefore, an impairment loss on goodwill of cHF 9 million (2006: nil) was recognized and is included in other expenses. if a drop in sales of 10% were assumed for 2010, the impairment loss on goodwill would increase to cHF 12 million.

the Bioscience business relates to cambrex corporation, acquired on 6 February 2007. the cash flow projections are based on a 9% p.a. sales growth at a constant gross margin. the cash flowprojections beyond the five-year period areextrapolated using azerogrowth rate due to limitation of capacity. the cash flows are discounted at a pre-tax discount rate of 8.4%. managementbelieves thatanyreasonablypossible changeinanyof thesekeyas- sumptions would not cause the carrying amount to exceed the recoverable amount of this business.

8 investments in associates and joint ventures 8.1 associates lonza holds a 31% stake in aravis Ventures i, l.p., an international venture capital fund under cayman islands jurisdiction focusing on early-stage companies in biotechnology and drug de- velopment industry sectors. the total capital commitment of lonza in aravis Ventures is uSD 18.2 million of which uSD 14.6 million (2006: uSD 13.4 million) was drawn up until 31 Decem- ber 2007. the investment in aravis Venture i, l.p., is accounted for using the equity method.

in lonza’s 2007 financial statements, the investment in the associate relating to aravis Ventures i, l.p., amounted to cHF 13.5 million (2006: cHF 14.3 million). the net capital contri- bution to aravis Venture was cHF 0.2 million in 2007 (2006: cHF 2.4 million). an equity-loss of cHF 0.8 million in 2007 (2006: an equity-income of cHF 2.1 million) was disclosed.

For the associate polynt S.p.a., the following aggregated amounts were disclosed:

2006 1 2007 million cHF

assets 627804 liabilities 343 435 revenues 629946 profit2353

1 includes data of financial statementasof31october 2006. consolidated income statementin2006includes aperiod of 10months.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 41

an estimated equity-income of cHF 10.8 million (2006: cHF 1.1 million for november and December) was disclosed for polynt S.p.a. the investment in polynt S.p.a. was accounted for using the equity method.

on 27 December 2007, lonza announced the signing of an agreement to sell approximately 90% (28.5 million shares) of its holding in polynt S.p.a. for eur 3.67 per share to polimeri Speciali S.p.a., an italian company indirectly controlled by investindustrial. lonza remains a shareholder in polynt S.p.a., with a stake of approximately 3.4%. the transaction was closed on 12 February 2008 after regulatory reviews. therefore, the assets of polynt S.p.a. of cHF 101 million were reclassified to “assets held for sale”.

8.2 Joint Ventures lonza has a 50% interest in lonza Biologics tuas pte ltd in Singapore for which a proportionate consolidation is used. the following aggregate amounts are disclosed for lonza’s interest in the joint venture.

2006 2007 million cHF

current assets 16 12 long-term assets 05 current liabilities 03 long-term liabilities 00 income 01 expenses 00

9 inventories

2006 2007 million cHF%%

raw materials 2110423139 Work in progress 14 66 954 Finished goods 45 218 52317 other 20 99 16 94 total 100 487 100 604

By division 2006 2007 million cHF%%

exclusive Synthesis & Biopharmaceuticals 58 281 64 390 life Science ingredients 38 187 26155 Bioscience 001059 other 41900 total 100 487 100 604

the reported inventories are net of a total value adjustment amounting to cHF 65 million (2006: cHF 56 million).

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the movement of inventory value adjustments is shown as follows:

inventory write-downs raw materials Work in progress other total million cHF and finished goods

at 1 January 2007 5351656 increase 729137 reversal / utilization of write-downs 0(25) (1) (26) Disposal of subsidiary(1) 00(1) currency translation differences 0(1) 0(1) at 31 december 2007 11 38 16 65

the cost of inventories recognized as expenses during the period and included in “cost of goods sold” amounted to cHF 1 932 million (2006: cHF 2 199 million).

Development contracts in the exclusive Synthesis & Biopharmaceuticals segment, the per- centage of completion method was applied to accounting for development contracts. the stage of completion is estimated on the basis of costs incurred compared with total forecasted costs. this accounting method is applied only to customer contracts with defined payment and delivery dates. contract costs are usually recognized as an expense in the income statement in the accounting periods in which the work is performed. an expected excessover total contract revenuefor the contract is recognized as an expense as soon as it is apparentthattotal contract costs may exceed total contract revenue.

2006 2007 million cHF

contract revenue recognized as revenue in the period 13 28 – contract costs incurred 724 – recognized profits less recognized losses 60 contract costs incurred plus recognized profits less recognized losses 13 24 – less progress billings (2)(13) total net amount due to/(from) customers 11 11

gross amount due from customers for contract work 11 12 gross amount due to customers for contract work 0(1)

advances received 931 retentions held by customers for contract work 00

10 trade receivables

2006 2007 million cHF

receivables from customers 470439 allowances for credit losses (8) (10) total 462 429 the credit risk is diversified due to the large number of entities comprising the lonza custom- er base and the dispersion across many different industries and regions. management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. at 31 December 2007 there were no significant concentrations of credit risk. the maximum exposure to credit risk is equal to the carrying amounts.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 43

aging of trade receivables 2006 2007 million cHF

not past due398 340 past due 1-30 days4965 past due 31-120 days917 past due more than 120 days67 total 462 429

reconciliation of changes in allowance accounts for credit losses 2006 2007 million cHF

Balance at the beginning of the year 13 8 Write-offs 0(1) increase in provision for credit losses 14 Decrease in provision for credit losses (1) (1) acquisition of subsidiaries 00 Disposal of subsidiary(5) 0 Balance at the end of the year 810 as of the balance sheet date, the Group considered various receivables as no longer collectible due to financial difficulties of the customers and recognized an impairment loss. the Group did not require collateral in respect of outstanding receivables.

11 other receivables, prepaid expenses and accrued income

2006 2007 million cHF

other receivables 59 97 prepaid taxes and social security payments 25 prepaid expenses and accrued income 39 45 accrued interest income 03 total 100 150

“other receivables” include accruals, receivables for taxes (other than income taxes) and down- payments to suppliers.

12 cash and cash equivalents

2006 2007 million cHF

cash 121156 time deposits 96 216 total 217 372

13 provisions

long-term provisions retirement environ- restruc- person- total million cHF benefits mental turing nel

at 1 January 2007 55 19 6686 increase 1070219 used (11) (2)(1) (1) (15) reversed 0(1) 0(1) (2) acquisition of subsidiaries 30003 Disposal of subsidiary00000 reclassification (to short-term provisions)0(2)(3) 0(5) currency translation differences (2)000(2) at 31 december 2007 55 21 2684

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short-term provisions retirement environ- restruc- person- other total (see note 15) benefits mental turing nel million cHF

at 1 January 2007 61418938 increase 01146627 used 0(3) (4) (3) 0 (10) reversed 000000 acquisition of subsidiary000000 Disposal of subsidiary000000 reclassification (from long-term provisions)023005 currency translation differences 01(1) (1) 0 (1) at 31 december 2007 6216 20 15 59

environmental the environmental provision reflects the future expenses for environmental protection for the plants in Waldshut (Germany), in Visp (Switzerland) and lonza inc. (uSa) and is expected to be utilized within 10 years. an increase of environmental provisions was provided for environmental measures at Gewerbepark Hochrhein GmbH (cHF 2 million), the Visp plant (cHF 3 million) and lonza inc., uSa (cHF 3 million).

restructuring the opening balance of short- and long-term provisions of cHF 10 million rep- resents the remaining amount of pre-pension costs of lonza ltd with regard to a reduction in headcount of 149 employees relating to the 2003 restructuring program (cHF 9 million) as well as the provision for the cancellation fee for a leasing contract in Fair lawn (uSa) provided in 2004 (cHF 1 million). the remaining restructuring provision of lonza ltd is expected to be used until 2011. the provision for the leasing cancellation fee was used until 2007. in 2007 the restructuring provisions were decreased by cHF 4 million for restructuring expenses of lonza ltd and cHF 1 million for the leasing expenses in Fair lawn.

after expanding its capacity for cGmp manufacturing and process development through the acquisitions in the uSa, lonza has finalized the strategy review of its microbial Biopharma- ceuticals business. the new concept optimizes infrastructure to ensure greater efficiencies in manufacturing, expands technological leadership in process development and guarantees proximity to lonza’s customers in key markets, securing long-term profitable growth. the activ- ities in the uSa will be consolidated in Hopkinton (ma), which will also become lonza’s Global Headquarters for microbial Biopharmaceuticals. the newly acquired plant in Baltimore with 250 employees will therefore be closed, for which a restructuring provision of cHF 14 million was recognized in 2007.

personnel provision for personnel include accruals for personnel with regard to incentives, holidays and long-term time account.

other includes an increase of a provision provided for future expenses with regard to the dis- posal of lonza Singapore pte ltd.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 45

14 net debt the net debt comprises:

2006 2007 million cHF

long-term debt Bonds 298 298 convertible bonds 418 423 Syndicated loan 0497 Due to banks and others: – Banks339 – other 158 191 119 128 leasing 16 14 total 923 1 360

convertible bond (2005-2009) amount: cHF 430 million, due 15 July 2009. interest: 1.5% p.a. payable on 15 July,for the first time on 15 July2006. conversion right: on or after 25august 2005 up to and including 1 July 2009, each bond of cHF 5 000 principal amount is convertible by bondholders into 54.52563 shares with a par value of cHF 1 (conversion price: cH 91.70; section 2 of the terms of the bond).

the fair value of the liability component and the equity conversion component was determined on the issue of the convertible bond in 2005. the fair value of the liability component, included in long-term debt, was calculated using a market interest rate for an equivalent non-convert- ible bond. the residual amount, representing the value of the equity conversion component, is included in equity.

the convertible bond is recognized in the balance sheet at initial recognition as follows:

convertible bond million cHF (2005–2009)

Face value of convertible bond 430 equity conversion component(14) liability component on initial recognition 416

interest expenses 6.5 amortization of liability component3.5

Straight bond (2005-2010) amount: cHF 300 million, due 2 June 2010. interest: 2.625% p.a. payable on 2June,for the first time on 2June 2006. the annual interest expenses amount to cHF 7.9 million.

Syndicated loan in order to finance the acquisition of the Biopharma and Bioproducts busi- nesses from cambrex, lonza signed a syndicated loan of cHF 500 million with a consortium of banks in December 2006; the contract term is five years. it is based on floating rates (libor + margin depending on a margin grid) and was drawn down in February 2007. lonza hedged the interest rate for the whole five years via an interest rate swap.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 46 consolidatedfinancial statements Financial report

short-term debt (floating interest rates) 2006 2007 million cHF

Due to banks and other financial institutions 89 194 other 143 159 total 232 353

total debt 1 155 1 713

loans and advances (floating interest rates) 2006 2007 million cHF

long-term loans and advances (12)(28) Short-term loans and advances (13) (4) cash and cash equivalents (217) (372) total (242) (404)

net debt 913 1 309 loans and advances in 2007 include mainly the vendor loan to perstorp of cHF 17 million in connection with the sale of lonza Singapore pte ltd as well as receivables from pension funds.

Breakdown of debt by currencies 2006 2007 million cHF average average interest interest rates rates %% %% cHF2.02 65 747 2.51 78 1 330 eur4.3001 uSD 5.7033 378 5.75 20 345 other 1.302302.52237 total 100 1 155 100 1 713

Breakdown of loans and advances by currencies 2006 2007 million cHF average average interest interest rates rates %% %% cHF2.5012300 eur4.00 40104.00 124 uSD 6.00 48 126.00 88 28 total 100 25 100 32

interest rates are floating rates.

15 other short-term liabilities

2006 2007 million cHF

Short-term provisions (see note 13) 38 59 accrued liabilities and other payables 218 280 other interest-free liabilities 199 299 accrued interest payables 917 total 464 655

“accrued liabilities and other payables” include accruals and deferred income, such as down- payments from customers and the fair values of financial instruments (see note 31). in other interest-free liabilities, payments received from customer-funding are included.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 47

16 trade payables

2006 2007 million cHF

payables to third parties 173 236 total 173 236

“payables to third parties” principally comprise amounts outstanding for trade purchases and ongoing costs. the carrying amount of trade payables approximates to their fair value.

17 contingent liabilities no contingent liabilities exist for 2007. the prior year’s contingent liabilities for environmental risks against conalco inc. in the uSa of cHF 6.3 million were recognized as a liability in 2007.

18 material and energy costs

2006 2007 million cHF continuing Discontinued total total operations operations

material costs 824420 1 244 1 009 energy costs 89 36 12591 total 913 456 1 369 1 100

19 personnel expenses

2006 2007 million cHF continuing Discontinued total total operations operations

Wages and salaries 50444548 677 pensions (iaS 19) 38 34138 other social security contributions 84 15 99 116 other personnel expenses 14 216 26 total personnel cost 640 64 704 857

20 other operating income and expenses “other operating income” and “other operating expenses” include items not assignable to the other functions of the consolidated income statement. major elements of “other operating income” in 2007 include: gain on sale of lonza Singpapore pte ltd, exchange rate gains, insur- ance compensations in lonza Biologics inc., uSa, and lonza inc., uSa, as well as amortization of customer-funded assets. “other operating expenses” in 2007 comprise mainly: exchange rate losses; impairment losses on intangible assets for the DHa-business; impairment losses on property, plant and equipment in lonza inc., riverside, uSa; impairment loss on goodwill for the peptides business; and expenses for the restructuring provisions with regard to the Hop- kinton plant, uSa; as well as the environmental expenses of conalco inc., uSa.

major elements of “other operating income” in 2006 include: release of negative goodwill, gain on sale of loFo Hightech Film GmbH, exchange rate differences, release of provisions, insurance compensation for a plant shut-down for polynt S.p.a. “other operating expenses” in 2006 comprise mainly: expenses for due diligence analyses and the ipofor polynt S.p.a., exchange rate variances, impairment loss as well as losses on disposal of property, plant and equipment.

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21 financial result 21.1 interest and other financial income

2006 2007 million cHF continuing Discontinued total total operations operations

interest income 14 014 19 other financial income 0001 total 14 01420

21.2 interest and other financial expenses

2006 2007 million cHF continuing Discontinued total total operations operations

interest expenses (55) (1) (56) (72) other financial expenses (11) (1) (12)(4) total (66) (2) (68) (76)

“other financial expenses” are primarily composed of financing costs for the convertible and straight bonds and include recognized exchange rate differences of cHF 1.3 million (2006: cHF -1.5 million). “other financial expenses” are below the previous year, mainly due to the convertible bond (2002-2006) and straight bond (2003-2006), which both expired in 2006.

21.3 income from investments

2006 2007 million cHF continuing Discontinued total total operations operations

Dividends earned 0000 Share of (loss)/profit of associates 30310 other investment income/(loss)(1) 0(1) (1) total 2029

the share of (loss)/profit of associates in 2007 comprises a loss of cHF 1 million from aravis Venturesi,l.p., (2006: an income of cHF2million) and an income of cHF11million from polynt S.p.a. (2006: income of cHF 1 million).

22 income taxes

major components of tax expenses 2006 2007 million cHF continuing Discontinued total total operations operations

current taxes (35) (17) (52)(43) Deferred taxexpense relating to the origination and reversal of temporary differences (17) 0(17) (19) Deferred tax(expense)/income resulting from tax rate changes 0 002 total (52) (17) (69) (60)

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 49

lonza Group ltd and the operating company lonza ltd are domiciled in Switzerland. the maxi- mum rate of all income taxes on companies domiciled in Switzerland is 8% (2006: 8%) for holding companies and 23% for operating companies (2006: 23%).

Since the Group operates across the world, it is subject to income taxes in many different tax jurisdictions. lonza calculates the average tax rate as a weighted average of the rates applying in the tax jurisdictions in which it operates. the average tax rate for 2007 is 12% (2006: 18%). the change of the tax rate reflects the change of transfer-pricing between uSa, uK and Switzerland, losses (especially in Belgium) as well as the divestment in 2007. the effective tax rate for 2007 is 17% (2006: 24%).

reconciliation of tax expense 2006 2007 million cHF

profit before income taxes 292361

tax at the domestic rates applicable to the profits earned in the country concerned (2006: 18%/2007: 12%) 53 43 expenses that are not deductible for tax purposes 03 tax-free earnings (1) (15) Deferred tax benefit from tax rate changes 0(2) under-/(overprovided) in prior years 11 (1) not recognized potential deferred tax assets of current year 1031 change of value adjustment of previously activated deferred taxes (6) 2 other 2(1) total 69 60

deferred tax expenses (charged)/credited directly to equity 02 capital taxes of cHF 8 million (2006: cHF 6 million) are contained in “administration and gen- eral overheads”.

components of deferred income tax balances 2006 2007 million cHF assets liabilities assets liabilities

Short-term operating provisions 17 848 long-term operating provisions 31 71 34 70 inventory10272130 property, plant and equipment3218 3239 other assets 17 54 2140 tax loss carry-forwards 96 0900 total 174 378 173 387

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 50 consolidatedfinancial statements Financial report

the components of deferred income tax balances are included in the following captions in the balance sheet:

2006 2007 million cHF

Deferred tax assets 174 173 Deferred tax liabilities (378) (387) net deferred tax liability (204) (214)

years of expiration of tax loss carry-forwards 2006 2007 million cHF

expiring in 2008021 expiring in 20099069 expiring in 201029 expiring in 2011 15 15 expiring from 2012267 332 unlimited 177 92 total 551 538

at 31 December 2007, lonza has loss carry-forwards of cHF 240 million (2006: cHF 289 mil- lion) for which no deferred tax asset was recognized due to uncertainty regarding utilization of these loss carry-forwards. these loss carry-forwards will expire in 2009 and subsequent years.

in assessing whether it is probable that future taxable profit will be available against which the Group can utilize the potential benefit of these tax loss carry-forwards, management con- siders a portion of such benefits to be recoverable on the basis of the current situation of the companyand the future economic benefits outlined in specific business plans foreach relevant subsidiary.

23 research and development research and development costs include all primary costs directly related to this function, as well as internal services and imputed depreciations. these costs are incurred for:

– development of new products and services – improvement of existing products and services – development of new production processes – improvement of existing production processes – cost for patents – purchase price for product and process know-how as far as it has not been capitalized

the research and development costs amounted to cHF 126 million (2006: cHF 108 million) and represent the full range of r&D activity. However, the consolidated income statement discloses research and development costs of only cHF 89 million (2006: cHF 76 million), because of costs absorbed in “cost of goods sold” by r&D products and services sold.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 51

24 pension benefits Defined benefit pension plans lonza sponsors pension plans set up according to the regula- tions of the countries in which it operates. For pension accounting purposes, these plans are considered as defined benefit plans. During 2007, actuarial valuations were performed for all significant defined benefit plans using the projected unit credit Valuation method. the prin- cipal assumptions, expressed as a weighted average for lonza, are the result of the underlying national economic conditions of the respective countries.

actuarial assumptions 2006 2007 in percent

Discount rate 3.4 4.0 expected return on plan assets at 1 January5.4 5.5 Future salary increases 2.22.2 Future pension increases 0.6 0.6

assumptions regarding future mortality are based on published statistics and mortality tables. the average life expectancy of an individual retiring at age 65 is 18 for males and 20 for fe- males.

the overall expected long-term rate of return on assets is 5.5%. the expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. the return is based exclusively on historical returns, without adjustments.

the funded status of the defined benefit pension plans is as follows:

2006 2007 million cHF

present value of unfunded obligations 16 15 present value of funded obligations 1 558 1 435 total present value of obligations 1 574 1 450 Fair value of plan assets (1 387) (1 450) funded status (surplus) / deficit 187 0 unrecognized transition amount 00 unrecognized actuarial gains / (losses)(331) (152) unrecognized past service (costs) / gains 67 58 limitation on recognition of surplus due to uncertainty of obtaining future benefits 71 92 net liability recognized in the balance sheet (6) (2)

pension assets of cHF 24 million (2006: cHF 24 million) and liabilities of cHF 22 million (2006: cHF 18 million) are included in the financial statements as financial receivables and li- abilities respectively.

plan assets consist of the following:

2006 2007 million cHF

equity securities 716 756 Bonds 436 449 property occupied by the Group00 property157 163 cash 78 82 company’s own ordinary shares 00 total fair value of plan assets 1 387 1450

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 52 consolidatedfinancial statements Financial report

movement in the liability for defined benefit obligations 2006 2007 million cHF

opening defined benefit obligation at 1 January1523 1 574 impact of exchange rate changes 0(26) adjustment102 Benefits paid by the plan (55) (60) current service cost and interest cost 101101 actuarial (gains)/losses 18 (145) Disposal of subsidiary(6) 0 acquisition of subsidiary74 Disposal of discontinued operations (24) 0 closing defined benefit obligation 1 574 1 450

movement in plan assets 2006 2007 million cHF

opening fair value of plan assets at 1 January1320 1 387 impact of exchange rate changes 0(21) contributions paid into the plan 69 59 expected return on plan assets 57 75 adjustment7(4) Benefits paid (55) (60) actuarial gains/(losses)(18) 14 acquisition of subsidiary70 closing fair value of plan assets 1 387 1 450

the net periodic pension costs for lonza’s significant benefit plans consist of the following:

2006 2007 million cHF

current service cost 49 47 interest cost 51 54 expected return on plan assets (69) (75) actuarial (gains)/losses recognized 14 14 past service cost (5) (7) employee contribution (15) (16) total pension costs 25 17 impact from limitation on recognition of surplus due to uncertainty of obtaining future benefits 16 21 total recognized pensions costs 41 38

pensions costs are recognized in personnel expenses (see note 19) and allocated to the indi- vidual functions of the consolidated financial income statement.

actual return on plan assets 2006 2007 million cHF

expected return on plan assets 69 75 actuarial gain/(loss) on plan assets (18) 14 actual return on plan assets 51 89

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 53

historical information 2003200420052006 2007 million cHF presentvalueofdefined benefit obligation 1 4621 40315231574 1450 Fair value of plan assets (1 232)(1 297) (1 320)(1 387) (1 450) (surplus)/deficit 230 106 203 187 0

experience adjustments arising on plan liabilities 18 145 experience adjustments arising on plan assets (18) 14 the group expects to pay cHF 44 million in contributions to defined benefit plans in 2008. other post-retirement benefits lonza’spost employmentbenefits other than pensions arenot funded. they consist mainly of post-retirement healthcare benefits in the uSa which are pro- vided under a defined benefit plan. the principal assumptions are as follows:

actuarial assumptions 2006 2007 in percent

Discount rate 5.75 6.00 medical-cost trend rate 9.00 8.00 assumed healthcare-cost trend rates have a significant effect on the amounts recognized in profit and loss. a one percentage point change in assumed healthcare-cost trend rates would have the following effects:

+1%-point +1%-point in percent increase decrease

effect on the aggregate service and interest costs 16.3 14.0 effect on defined benefit obligation 12.4 12.5 the funded status of the post-retirement benefit plans is as follows:

2006 2007 million cHF

present value of unfunded benefit obligations 4034 unrecognized actuarial gains/(losses)(3) 1 unrecognized prior service cost 43 liability recognized in the balance sheet 41 38

movement in the liability recognized in the balance sheet 2006 2007 million cHF

liability as of 1 January4341 impact of exchange rate changes (3) (4) expenses recognized in income statement32 Benefits paid (2)(1) liability as of 31 december 41 38

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 54 consolidatedfinancial statements Financial report

net periodic costs for the post-retirement benefit plans are the following:

2006 2007 million cHF

Service cost 11 interest cost 22 past service cost 0(1) total post-retirement costs 32

these expenses are recognized in personnel expenses (see note 19)

historical information of other 2003200420052006 2007 post-retirement benefits million cHF

presentvalueofdefined benefit obligation 49 40424034 experience adjustments arising on plan liabilities 47

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 55

25 share-based payments equity-settled share option scheme

options (loSop) in 2000, the Board of Directors of lonza Group ltd implemented a Share option plan (loSop) for a selected segment of the Group’s employees. these options are exercisable at a price equal to the average market closing price of the company’s shares during the period starting thirtybusiness daysand ending ten business daysprior to grant date. the options are issued by a bank and listed on the SWX Swiss exchange. the vesting period is three years. if the options remain unexercised after a period of five years from grant date, the options expire. options are forfeited if the employees leave the Group before the options vest.

Details of the share options outstanding during the year are as follows:

year number of Strike price exercise ratio Vesting/expiry Date options cHF

2002 4 353 718 113.00 10:1 08 04 05/06 04 07 20031204 700 77.00 10:1 19 03 06/19 03 08 20041245 000 64.2510:1 30 03 07/30 03 09 20051435 000 73.8010:1 25 05 08/25 05 10

participants issue 2002 issue 2003issue2004 issue 2005

Board of Directors 1 2 588 718 000 management committee 1 562 500 315 940350 000 395 000 Key employees 1 202 500 888 760895 000 1 040 000 total options granted 4 353 718 1 204 700 1 245 000 1 435 000

development option plans 2007 outstanding Granted Forfeited exercised expired outstanding exercisable 01 01 2007 during 2007 during 2007 during 2007 during 2007 31 12 2007 31 12 2007

loSop 2002 4 149 80800(4 117 310)(32 498) 00 loSop 20031196 37000001 196 3701 196 370 loSop 20041205 000 00001 205 000 1 205 000 loSop 20051375 000 00001 375 000 0 total options 7 926 178 00(4 117 310) (32 498) 3 776 370 2 401 370

development option plans 2006 outstanding Granted Forfeited exercised expired outstanding exercisable 01 01 2006 during 2006 during 2006 during 2006 during 2006 31 12 2006 31 12 2006

loSop 20012 160 650000(2 160 650)00 loSop 2002 4 149 80800004 149 8084149 808 loSop 20031204 700 0(8 330)001 196 3701 196 370 loSop 20041245 000 0(40 000)001 205 000 0 loSop 20051435 000 0(60 000)001 375 000 0 total options 10 195 158 0(108 330) 0(2 160 650) 7 926 178 5 346 178

1 acting and former members

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 56 consolidatedfinancial statements Financial report

the weighted average share price of the share options outstanding at 31 December 2007 was cHF 71.77 (2006: cHF 93.35). the options outstanding at year-end have a weighted average remaining contractual life of 16 months (2006: 15 months). no options were granted in 2007 and in 2006. their fair values were calculated using the market price at grant date. the amounts for options are expensed on a straight-line basis over the vesting period, based on estimates of options that will eventually vest. the expected volatility was 0% in 2007 (2006: 0%).

fair value at grant date cHFGrant date

loSop 2002 2 682 761 June 2002 loSop 2003 837 507march 2003 loSop 20041207 899 march 2004 loSop 20052 209 900 may 2005 388 470 treasury shares with a par value of cHF 1 each (31 December 2006: 794 451 shares) are reserved for the option plans.

employee Share purchase plan (eSpp) in keeping with our vision and culture, lonza introduced an eSpp for the first time in 2002. this plan is intended to give our employees the opportunity to become co-owners of lonza. this opportunity is open to full-time and part-time employees.under the plan rules 2003, these employees havethe opportunity–butno obligation – to acquire shares in lonza against payment of the full purchase price, in amounts ranging form cHF 1 500 to cHF 15 000. after a holding period of three years, lonza will provide these employees with one additional share for every three shares purchased.

in 2005, lonza introduced a new employee Share purchase plan eSpp plus. under the new plan rules, the employees have the opportunity – but not the obligation – to acquire lonza shares in multiples of three at a price reduction of 30%, in amounts ranging from cHF 500 to cHF 15 000. the shares purchased in this manner remain blocked for three years. after this blocking period, participants are entirely free to do as they wish with the shares. if participants keep their shares for a further two years in a blocked deposit, they will then – after this holding period is over – receive one free share for every three shares purchased.

in 2006, lonza introduced an update of the employee Share purchase plan eSpp plus. under these plan rules, the em- ployees have the opportunity – but not the obligation – to acquire lonza shares in multiples of three at a price reduction of 30%, in holdings ranging from 9 shares to 270 shares. the shares purchased in this manner remain blocked for three years. after this blocking period, participants are entirely free to do as they wish with the shares. if participants keep their shares for a further two years in a blocked deposit, they will then – after this holding period is over – receive one free share for every three shares purchased.

in 2007, lonza introduced a new employee Share purchase plan eSpp plus with the same conditions as the 2006 plan rules.

the eSpp is not part of an incentive program. the plan is intended as a long-term share-savings scheme to provide em- ployees with an incentive to strengthen teamwork and personal commitment.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 57

details of share purchase plans purchased ratio allocatedexpiry date price at grant date cHF eSpp 200571 181 3:1 23 72715 05 201073.80 eSpp 200664 266 3:1 21 422 15 05 2011 87.90 eSpp 200752 293 3:1 17 431 15 05 2012120.29

development share purchase plans 2007 outstanding Granted Forfeited exercised expired outstanding 01 01 2007 during 2007 during 2007 during 2007 during 2007 31 12 2007

eSpp 200523 72700(444) 0 23283 eSpp 200621 422 00(532)020 890 eSpp 2007017 431 0(237) 017 194 total shares 45 149 17 431 0(1 213) 061 367

development share purchase plans 2006 outstanding Granted Forfeited exercised expired outstanding 01 01 2006 during 2006 during 2006 during 2006 during 2006 31 12 2006

eSpp 200340040(615) (3 389) 0 0 eSpp 200523 727000023 727 eSpp 2006021 422 00021 422 total shares 27 731 21 422 (615) (3 389) 0 45 149 the weighted average share price at the date of exercise for the non-vested shares exercised during the year was cHF 135.81 (2006: cHF 106.73). the weighted average share price at 31 December 2007 of the allocated shares is cHF 91.63 (2006: cHF 80.49). the shares outstanding at the end of the year have a weighted average remaining contractual life of 40 months (2006: 47 months). the estimated fair values of the shares granted in 2007 are cHF 84.20 (2006: cHF 61.53). the fair values were calculated using the market price at grant date. the discount on the purchase price of shares is expensed at the moment the employees acquire lonza shares. the fair value of the free shares is expensed on a straight- line basis over the vesting period, based on estimates of shares that will eventually vest. the expected volatility was 30% in 2007 (2006: 30%). the expected dividend was not incorporated in the calculation of fair value.

fair value at grant date cHF

eSpp 20051225 737 eSpp 2005 discount 1 574 666 eSpp 20061318 096 eSpp 2006 discount 1 694 694 eSpp 20071467 742 eSpp 2007 discount 1 887 097 in order to satisfy the exercise of the employee Share purchase plan 2007, lonza has acquired 14 882 shares during 2007 (2006: 15 021) at an average market value of cHF 117.01 (2006: cHF 85.96). a total of 45 455 treasury shares with a par value of cHF 1 each (31 December 2006: 31 786 shares) is reserved for the share purchase plans.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 58 consolidatedfinancial statements Financial report

long-term incentive plan (ltip) in 2006 and 2007, the Board of Directors of lonza Group ltd implemented a long-term incentive plan (ltip) for a selected segment of the Group’s employees. the ltip has been designed to align the interests of key employees with those of lonza’s shareholders, to promote a team-based performance culture throughout the or- ganization, and to align remuneration with the creation of shareholder value. under the ltip, selected key employees will be awarded the right to receive in the future a number of registered shares of lonza provided that certain service-related conditions are achieved. the entitlement shall in general be between 25% and 200% of their annual base salary. the key employees will only receive title and ownership of the shares after a three-year vesting period and only if the conditions of vesting are fully or partially met.

conditions of vesting of the shares are as follows: the vesting of up to 50% of the awarded share entitlement is based on the total shareholder return (tSr) achieved dur- ing the three fiscal years of lonza compared with a defined industry peer group before the end of the vesting period. tSr target is fully reached in the event lonza outperforms compared to the peer group on an annualized basis of the percentage. if the tSr target is not fully reached, the percentage of the vested shares from the share entitlement will be reduced linearly. the vesting of up to 50% of the remaining awarded share entitlement is based on the average annual earnings per share (epS) of lonza achieved during the three fiscal years of lonza before the end of the vesting period. epS targetisreached if lonzaincreases its epSwithin the vesting period bythe percentageasset out. if the epStargetisnot fully reached, the percentage of the vested shares from the share entitlement will be reduced linearly. if trS and/or epS minimum targets are not met the share entitlement expires unconditionally.

details of long-term incentive plans Grant Share Granted tSrepS Vesting date price shares date cHF

ltip 200601 02 200680.50102 131 12%50%31 01 2009 ltip 200701 02 2007117.7080 70512%50%31 01 2010

conditions of vesting 2006 minimummaximumtargetprobability

tSr25% 100%12%50.00% epS25% 100%50%98.24% Volatilityemployees 3.00%

conditions of vesting 2007 minimummaximumtargetprobability

tSr25% 100%12%50.00% epS25% 100%50%100.00% Volatilityemployees 3.00%

market conditions market Granted Fair value Fair value expected probability Volatility total total costs price shares tSr of shares at vesting epS min. targets employees probability at grant date grant date cHF cHF cHF

ltip 200680.50102 131 50%4110 773 98.24% 100%3%95.29% 3 917 142 ltip 2007117.7080 70550%4749 489 100.00%100%3%97.00%4607 005

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 59

development of long-term outstanding Granted Forfeited exercised expired outstanding incentive plan 2007 01 01 2007 during 2007 during 2007 during 2007 during 2007 31 12 2007

ltip 2006102 131 00(3 199) 098 932 ltip 2007080 70500080 705 total shares 102 131 80 705 0(3 199) 0179 637

development of long-term outstanding Granted Forfeited exercised expired outstanding incentive plan 2006 01 01 2006 during 2006 during 2006 during 2006 during 2006 31 12 2006

ltip 20060102 131 000102 131 total shares 0102 131 000102 131 the weighted average share price at the date of exercise for the non-vested shares exercised during the year was cHF 116.36. the weighted average share price of the allocated shares at 31 December 2007 is cHF 48.61 (2006: cHF 40.25). the shares outstanding at the end of the year haveaweighted averageremaining contractual lifeof18months (2006: 25 months). the estimated fair value of the shares granted in 2007 is cHF 58.85 (2006: cHF 40.25). the costs were calculated using the market price at grant date including probabilities as per conditions of vesting. the amounts for shares are expensed on a straight-line basis over the vesting period, based on estimates of shares that will eventually vest. the expected dividend was not incorporated in the calculation of fair value.

fair value at grant date cHF

ltip 20063917 142 ltip 20074607 005 long-term incentive plan for members of the management committee named Bridge the Gap (mc shares) the mc shares are subject to a restriction period. During the restriction period, an mc member may not sell, pledge or grant any other rights to any third party with respect to the mc shares. Shares will become unconditional after lapse of the restric- tion period.

non-vested shares Grant date Share price Granted Vesting shares date

mc shares 23 01 200685.55 4 158 31 12 2009 mc shares 31 01 200680.505 113 31 01 2007 mc shares 31 01 200680.505 113 31 01 2008 mc shares 31 01 200680.5010 22631 01 2009 mc shares 31 01 2007117.70296031 01 2008 mc shares 31 01 2007117.70296031 01 2009 mc shares 31 01 2007117.705 92131 01 2010

developmentoflong-term incentiveplan outstanding Granted Forfeited exercised expired outstanding for management committee 2007 01 01 2007 during 2007 during 2007 during 2007 during 2007 31 12 2007

mc shares 200624 61000(5 113) 019 497 mc shares 2007011 841 00011 841 total shares 24 610 11 841 0(5 113) 031 338

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 60 consolidatedfinancial statements Financial report

developmentoflong-term incentiveplan outstanding Granted Forfeited exercised expired outstanding for management committee 2006 01 01 2006 during 2006 during 2006 during 2006 during 2006 31 12 2006

mc non-vested shares 2006024 61000024 610 total non-vested shares 024 610 00024 610

the weighted average share price at the date of exercise for the non-vested shares exercised during the year was cHF 117.60.

the weighted average share price at 31 December 2007 of the allocated shares is cHF 95.23 (2006: cHF 81.35). the shares outstanding at the end of the year have a weighted average remaining contractual life of 14 months (2006: 20 months). the estimated fair value of the shares granted in 2007 is 117.70 (2006: cHF 81.35).

the fair value was calculated using the market price at grant date. the amounts for shares are expensed on a straight- line basis over the vesting period, based on estimates of shares that will eventually vest. the expected volatility was 0% (2006: 0%). the expected dividend was not incorporated in the calculation of fair value.

fair value at grant date cHF

mc shares 20062 002 127 mc shares 20071393 686

other shares plans (awards) in recognition of the extraordinary efforts by employees to ensure successful completion of projects or successful settlements, the lonza management committee has decided to provide a one-time award of lonza shares. these shares will be restricted for one year from the grant date. Shares will become unconditional after lapse of the restriction period.

non-vested shares Grant date Share price Granted Vesting cHF shares date

awards January31 01 2007116.00 9 500 31 01 2008 awards may31 05 2007119.60100 31 05 2008

development of other share plans 2007 outstanding Granted Forfeited exercised expired outstanding 01 01 2007 during 2007 during 2007 during 2007 during 2007 31 12 2007

awards 200709 600 0009 600 total non-vested shares 09600 0009 600

no shares were vested in 2007.

the weighted average share price of the allocated shares at 31 December 2007 is cHF 116.04. the shares outstanding at the end of the year have a weighted average remaining contractual life of 1 month. the estimated fair values of the shares granted in 2007 is cHF 116.04.

the fair value was calculated using the market price at grant date. the amounts for shares are expensed on a straight- line basis over the vesting period, based on estimates of shares that will eventually vest. the expected volatility was 0% in 2007. the expected dividend was not incorporated in the calculation of fair value.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 61

fair value at grant date cHF

awards January1 102 000 awards may11 960 in order to satisfy the exercise of the long-term incentive plans, lonza has acquired 202 486 shares during 2007 (2006: 20 602 shares), at an average market value of cHF 110.78 (2006: cHF 85.96). a total of 222 140 treasury shares (2006: 46 825) with a par value of cHF 1 each are reserved for the long-term incentive and other share plans. compensation for Board of Directors the compensation system formembers of the BoardofDirectors allowsthem to choose either a payment in shares or a combination of cash and shares, whereby the cash portion cannot exceed 40%. Shares granted are rated at the relevant market price calculated, based on the average of the last five business days of each quarter. the shares are blocked for a period of three years and are dividend-eligible. access to these shares is only available in the fourth and later years.

development of Grant total Share Fair values cash1 total expiry compensation for date shares price shares date Board of directors 2004 cHF cHF cHF 31 03 2004839064.41 540 400 140 000 680 400 31 03 2007 30 06 20045644 63.70359 523105 000 464 52330 06 2007 30 09 2004651055.26359 743 105 000 464 743 30 09 2007 31 12 20045586 64.40359 738 105 000 464 738 31 12 2007 total 26 130 61.97 1 619 404 455 000 2 074 404 the amount of cHF 2 074 404 was recognized as an expense in the year 2004.

development of Grant total Share Fair values cash1 total expiry compensation for date shares price shares date Board of directors 2005 cHF cHF cHF 28 02 20054035 73.19 295 322 0295 322 28 02 2008 31 03 20054947 72.55 358 915 105 000 463 915 31 03 2008 30 06 20054663 69.99 326 363 145 000 471 363 30 06 2008 30 09 2005432775.59 327 078 145 000 472 078 30 09 2008 31 12 2005410179.75 327 055 145 000 472 055 31 12 2008 total 22 073 74.06 1 634 733 540 000 2 174 733 the amount of cHF 2 174 733 was recognized as an expense in the year 2005.

development of Grant total Share Fair values cash1 total expiry compensation for date shares price shares date Board of directors 2006 cHF cHF cHF 31 03 20063773 88.65 334 476 145 000 479 476 31 03 2009 30 06 20064815 82.87 399 019 145 000 544 019 30 06 2009 30 09 20064687 85.14 399 051 145 000 544 051 30 09 2009 31 12 20064012106.44 427 037 115 000 542 037 31 12 2009 total 17 287 90.22 1 559 583 550 000 2 109 583 the amount of cHF 2 109 583 was recognized as an expense in the year 2006.

1 excluding social security and withholding tax

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 62 consolidatedfinancial statements Financial report

development of Grant total Share Fair values cash1 total expiry compensation for date shares price shares date Board of directors 2007 cHF cHF cHF 31 03 20073699 114.86 424 867 115 000 539 867 31 03 2010 30 06 20073843 111.13 427 073 115 000 542 073 30 06 2010 30 09 20073139 127.11 398 998 145 000 543 998 30 09 2010 31 12 20072 941 135.60398 800 145 000 543 800 31 12 2010 total 13 622 121.11 1 649 738 520 000 2 169 738

the amount of cHF 2 169 738 was recognized as an expense in the year 2007.

recognition in the consolidated Financial Statements the equity-settled share-based payments had an impact on the 2007 “result from operating activities” amounting to cHF 8.9 million and on the prior year’s result of cHF 6.2 mil- lion.

26 changes in shares and share capital movements

31 Dec 2005change 31 Dec 2006change 31 dec 2007 number of shares in year in year

total number of shares 50 450 000 0 50 450 000 050450 000

treasury shares Shares reserved for convertible bonds 2 222 222 02222 222 02222 222 Shares reserved for share option plan (loSop) 833 709(39 258) 794 451 (405 981) 388 470 Shares reserved for share purchase plan (eSpp) 21 119 10 667 31 786 13 669 45 455 Shares reserved for long-term incentive plan (ltip) 046 82546 825150 376 197 201 Shares reserved for other plans 00024 939 24 939 total treasury shares 3 077 050 18 234 3 095 284 (216 997) 2 878 287

total shares ranking for dividend at 31 december 47 372 950 (18 234) 47 354 716 216 997 47 571 713

transferred shares between January and date of dividend payment of following year (99 650)344 060 na

total shares ranking for dividend at date of dividend payment47 273 300 47 698 776 na

share capital movements share capital cHF 50 450 000 050 450 000 050 450 000

translation reserve the translation reserve of the statement of the changes in equity comprises all foreign exchange differences arising from the translation of the financial statements of foreign entities.

Hedging reserve the hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments where the hedged transaction has not yet occurred at the balance sheet date.

Dividend a dividend per share of cHF 1.75 (2006: cHF 1.50) is proposed after the balance sheet date.

conditional capital at the annual General meeting held on 11 april 2005, the creation of conditional capital up to a maximum of cHF 2.5 million was approved. the share capital of lonza Group ltd may be increased through the issuance of a maximum of 2 500 000 fully paid-in registered shares with a par value of cHF 1 each up to a maximum aggregate amount of cHF 2.5 million through the exercise of conversion rights and/or warrants granted in connection with the issuance of bonds or similar debt instruments of the Group.

1 excluding social security and withholding tax

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 63

27 earnings per share

Basic earnings per share 2006 2007 million cHF continuing Discontinued operations operations total total

profit for the period 199 23222 301 Weighted average numbers of shares 47 350 281 47 350 281 47 350 281 47 576 915

Basic earnings per share cHF 4.20 0.49 4.69 6.33

diluted earnings per share profit for the period 199.023.0222.0301.0 – elimination of interest expenses on convertible bond 9.4 0.09.4 6.5 – reversing other convertible cost items 7.9 0.07.9 4.8 – minus tax effect on dilution costs (4.1) 0.0(4.1) (1.9)

Diluted profit forthe period 212.223.0235.2310.4

Weighted average of numbers of shares 47 350 281 47 350 281 47 350 281 47 576 915 – adjustment for assumed conversion of convertible debt 6 911 4266911 4266911 4264689 204 – adjustments for dilutive options and shares 380 893 380 893 380 893 507 910 Weighted average numbers of shares for diluted earnings per share54 642 600 54 642 600 54 642 600 52 774 029

diluted earnings per share cHF 3.88 0.42 4.30 5.88

dividends paid of the period 61 72 dividends per share of the period cHF 1.301.50

dividends declared after the balance sheet date 71 83 dividends per share declared after the balance sheet date cHF 1.501.75

28 related parties identity of related parties the Group has a related-party relationship with two associates, one joint venture, (see note 8) as well as with the Board of Directors and the members of the management committee.

transactions with key management personnel Board of Directors in 2007 payments to acting members of the Board of Directors of lonza Group ltd totaled cHF 2.4191 million (2006: cHF 2.359 million)1 , 68.19% (2006: 66.12%) of which was received in the form of shares. the compensa- tion system for Board members allows them to choose either a payment in shares or a combination of cash and shares. Shares granted are rated at the relevant market price at grant date. Free access to these shares is only available in the fourth and later years.

members of the Board of Directors and their immediate relatives control 60 295 or 0.1% (2006: 0.1%) of the voting shares of lonza Group ltd. none of the directors owns shares in the Group’s subsidiaries or associates.

management committee the acting members of the management committee and those who gave up their functions in the year under review received, for their contributions and time served in 2007, cHF 6.813 million2 (2006: 7.772 mil- lion) in cash and additional benefits and 3.302 million in shares (2006: 3.908 million).

1 including social security and withholding tax, adjusted due to new regulation 2 including contribution for social security and pension fund

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 64 consolidatedfinancial statements Financial report

the compensation for the Board of Directors and the management committee is as follows:

2006 3 2007 million cHF

Short-term benefits1 6.156 6.878 post-employment benefits2 0.239 0.310 other benefits 0.388 0.395 termination benefits1 2.0040.000 Share-/option-based payments 5.2524.952 total 14.039 12.535

the remuneration is included in “personnel expenses” (see note 19). For detailed information, please refer to note 33.

other related-party transactions lonza holds 31% of the shares of polynt S.p.a. at 31 December 2007 (2006: 31%). For the remaining months of november and December of 2006, the Group carried out the following transactions with polynt S.p.a.:

2006 million cHF

Sales of goods 0.5 purchase of goods 0.1

receivables from polynt S.p.a. 2.2 payables to polynt S.p.a. 0.1

in 2007 no transactions to be disclosed were reported for polynt S.p.a.

29 accounting estimates and judgments Key assumptions and sources of estimation uncertainty use of estimates the preparation of the financial statements and related disclosures in conformity with international Financial reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. actual results could differ from those estimates. estimates are used in accounting for allowances for uncollectible receivables, inventory obsolescence, depreciation, employee benefits, taxes, restructuring provisions and contingencies. estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

the key assumptions about the future key sources of estimation uncertainty that entail a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year are described below.

environmental provisions lonza is exposed to environmental liabilities and risks relating to its past operations, prin- cipally in respect of provisions for remediation costs, which at 31 December 2007 amount to cHF 23 million (2006: cHF 20 million), as disclosed in note 13. provisions for non-recurring remediation costs are made when there is a legal or constructive obligation and the cost can be reliably estimated. it is difficult to estimate any future action required by lonza to correct the effects on the environment of prior disposal or release of chemical substances by lonza or other parties, and the associated costs, pursuant to environmental laws and regulations. the material components of the environmental provisions consist of costs to fully clean and refurbish contaminated sites and to treat and contain con- tamination at sites. the Group’s future remediation expenses are affected by a number of uncertainties which include, but are not limited to, the method and extent of remediation and the percentage of material attributable to lonza at the remediation sites relative to that attributable to other parties. the Group permanently monitors the various sites identi- fied as at risk for environmental exposures.

1 including incentivepayoutinmarch of the following year 2 including contribution for social security and pension fund 3 including social security and withholding tax, adjusted due to new regulation

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 65

lonzabelieves thatits provisions areadequate, based upon currentlyavailable information; however given the inherent difficulties in estimating liabilities in this area, there is no guarantee that additional costs will not be incurred beyond the amounts provided. Due to the uncertainty both of the amount and timing of future expenses, the provisions provided for environmental remediation costs could be affected in future periods. income taxes at 31 December 2007, deferred tax assets of cHF 173 million (2006: cHF 174 million), current tax receiv- ables of cHF 39 million (2006: cHF 22 million), deferred tax liabilities of cHF 387 million (2006: cHF 378 million) and current tax payables of cHF 68 million (2006: cHF 49 million) are disclosed in the consolidated balance sheet. Significant estimates are required in determining the current and deferred assets and liabilities for income taxes. Some of these estimates are based on interpretations of existing tax laws or regulations. management believes that the estimates are reasonable and that the recognized liabilities for income-tax-related uncertainties are adequate. Various internal and external factors may have favorable or unfavorable effects on the income tax assets and liabilities. these factors include, but are not limited to, changes in tax laws, regulations and/or rates, changing interpretations of existing tax laws or regulations and changes in overall levels of pre-tax earnings. Such changes that arise could affect the assets and liabili- ties recognized in the balance sheet in future periods. pensions many of the Group’s employees participate in post-employment plans. the calculations of the recognized as- sets and liabilities from such plans are based upon statistical and actuarial calculations. in particular the present value of the defined benefit obligation is influenced by assumptions on discount rates used to arrive at the present value of future pension liabilities, and assumptions on future increases in salaries and benefits. Furthermore, the Group’s independent actuaries use statistically based assumptions covering areas such as future withdrawals of participants from the plan and estimates on life expectancy. at 31 December 2007 the present value of the Group’s defined benefit obligation is cHF 1 435 million (2006 cHF 1 558 million) for funded plans and cHF 15 million (2006: cHF 16 million) for unfunded plans. the plan assets at fair value amount to cHF 1 450 million (2006: cHF 1 387 million), resulting, compared with the present value of the pension obligation, in a funded status of cHF zero million (2006: a funded status deficit of cHF 187 million) (see note 24). the actuarial assumptions used may differ materially from actual results due to changes in market and economic condi- tions, higher or lower withdrawal rates or longer or shorter life spans of participants and other changes in the factors being assessed. these differences could affect the assets or liabilities recognized in the balance sheet in future periods. impairment test of property, plant and equipment, intangible assets and goodwill the Group has carrying values with regard to property, plant and equipment of cHF 2 466 million (2006: cHF 2 144 million), goodwill of cHF 394 million (2006: cHF 102 million) and intangible assets of cHF 158 million (2006: cHF 67 million) (see notes 6 and 7). all of these assets are reviewed annually for impairment. to assess if any impairment exists, estimates are made of the future cash flows expected to result from the use of the asset and its possible disposal. actual outcomes could vary significantly from such estimates of discounted future cash flows. Factors such as changes in the planned use of buildings, machinery or equipment, or closure of facilities, the presence or absence of competition, technical obsolescence or lower than antici- pated sales for products with capitalized rights could result in shortened useful lives or impairment. critical accounting judgments in applying the Group’s accounting policies in the process of applying the Group’s accounting policies, management has made the following judgments that have the most significant effect on the amounts recognized in the financial statements (apart from those involving estima- tions, which are dealt with above): revenue recognition the Group has recognized revenue for sales of goods during 2007 to customers who have the right to rescind the sale if the goods do not meet the agreed quality. the Group believes that, based on past experiences with similar transactions, the quality delivered will be accepted. therefore it is appropriate to recognize revenue on this transaction during 2007. moreover, the Group has various contract agreements which include upfront and milestone payments over a period of several years. revenue is recognized only when, according to management’s judgments, risks and rewards have been transferred to the customer. For certain transactions, recognition of revenue is based on the per- formance of the conditions agreed in particular contracts, the verification of which requires evaluation and judgments by management.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 66 consolidatedfinancial statements Financial report

30 events after the balance sheet date on 12 February 2008, lonza Group announced the closing of the sale of approximately 90% (28.5 million shares) of its holding in polynt S.p.a., for eur 3.67 per share to polimeri Speciali S.p.a., an italian company indirectly controlled by in- vestindustrial. lonza remains a shareholder in polynt S.p.a. with a total stake of approximately 3.4%.

the Board of Directors authorized the consolidated financial statements for issue on 25 February 2008.

31 financial risk management 31.1 overall risk management policy lonza is exposed in particular to credit and liquidity risk as well as risks from movements in foreign currency exchange rates, interest rates and market prices that affect its assets, liabilities, and forecast transactions. lonza’s overall risk man- agement policy aims to limit these market risks through operational and finance activities.

the Board of Directors has overall responsibility for the establishment and oversight of lonza’s risk management frame- work. risk management is carried out by a central treasury department (Group treasury). Group treasury is responsible for implementing the policy and identifies, evaluates and hedges financial risks in close cooperation with lonza’s busi- ness units. Group treasury also has the sole responsibility for carrying out foreign exchange transactions and executing financial derivative transactions with third parties.

lonza’s risk management policies are established to identify and analyse the risks faced by lonza, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. risk management policies and systems are reviewed regularly to reflect changes in market conditions and lonza’s activities.

lonza audit committee oversees how management monitors compliance with lonza’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by lonza. lonza audit committee is assisted in its oversight role by internal audit. internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

31.2 credit risk credit risk is the risk of financial loss to lonza if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and mainly arises from lonza’s receivables from customers.

lonza’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. risk control as- sesses the credit quality of the customer, taking into account its financial position, past experience and other factors. in monitoring customer credit risk, customers are grouped according to their credit characteristics, including geographic location, industry, and existence of previous financial difficulties.

purchase limits are established for each customer, which represents the maximum open amount without requiring ap- proval from the audit committee; these limits are reviewed regularly. For customers domiciled in specific countries with high risk lonza has credit risk insurances covering the maximum exposure.

the maximum credit risk is equal to the carrying amount of the respective assets. there are no commitments that could increase this exposure to more than the carrying amounts. lonza does not require collateral in respect of trade and other receivables.

lonza establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. the allowance is based only on the specific loss component that relates to individually significant ex- posures. there is no collective impairment recognized.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 67

the carrying amount of financial assets represents the maximum credit exposure. the maximum exposure to credit risk at the reporting date was as follows:

31 12 2006 31 12 2007 million cHF

financial assets available for sale other investments – available for sale – carried at cost 10 total financial assets available for sale 10

loans and receivables trade receivables, net 462429 other receivables and accrued income 59 94 Short-term advances and other financial assets 13 4 long-term loans 1228 cash and cash equivalents 217 372 total loans and receivables 763 927

financial assets at fair value through profit or loss - held for trading currency-related 06 total financial assets at fair value through profit or loss - held for trading 06

total 764 933

31.3 liquidity risk liquidityrisk is the risk thatlonzawill not be able to meet its financial obligations as theyfall due. lonza’sapproach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to lonza’s reputation. Group treasury maintains flexibility in funding by maintaining availability under credit lines. lonza maintains the following lines of credit:

committed credit lines of cHF 250 million, with spreads between 35 and 50 basis points above libor, are applied. all lines are committed for one year except one credit line which is committed for two years.

uncommitted credit lines of cHF 650 million, with spreads between 40 and 75 basis points above libor, are applied.

the table below analyses the Group’s financial liabilities and net-settled derivative financial liabilities in relevant matu- rity groupings, based on the remaining period at the balance sheet date to the contractual maturity date. the amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months are equal to their carrying balances, as the impact of discounting is not significant.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 68 consolidatedfinancial statements Financial report

31 december 2007 carrying contractual less than Between 1 Between 2 over 5 years amount cash flows 1 year and 2 years and 5 years

financial liabilities Bonds 298 324883080 convertible bonds 4234426436 00 Syndicated loan 497 57218 18 536 0 Due to banks203203200 030 Due to others 278 278 199 79 00 leasing 14 14 00014 total debt 1 713 1 833 431 541 847 14 trade payables 236 236 236 000 other short-term liabilities 596 596 596 000 total financial liabilities 2 545 2 665 1 263 541 847 14

31 december 2006 carrying contractual less than Between 1 Between 2 over 5 years amount cash flows 1 year and 2 years and 5 years

financial liabilities Bonds 298 33288316 0 convertible bonds 418 448 66436 0 Due to banks122 122 89 14 19 0 Due to others 301301178 46 77 0 leasing 16 16 00016 total debt 1 155 1 219 281 74 848 16 trade payables 173 173 173 000 other short-term liabilities 426426426000 total financial liabilities 1 754 1 818 880 74 848 16

31.4 market risk market risk is the risk that changes in market prices will affect lonza’s income or the value of its holdings of financial instruments. lonza is exposed to market risk from changes in currency exchange and interest rates. the objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimiz- ing the return on risk. lonza has established a treasury policy of which the objective is to reduce the volatility relating to these exposures. lonza enters into various derivative transactions based on lonza’s treasury policy that establishes guidelines in areas such as counterparty exposure and hedging practices. counterparties to agreements are major in- ternational financial institutions with at least single-a rating.positions aremonitored using techniques such as market value and sensitivity analyses. all such transactions are carried out within the guidelines set by the audit committee.

Foreign exchange risk lonza is exposed to foreign exchange risk on sales, purchases and borrowings that are denomi- nated in a currency other than the respective functional currencies of Group entities, primarily the cHF, but also uSD and eur. the currencies, in which these transactions primarily are denominated are uSD, eur, GBp and SGD.

in managing of its exposure to fluctuation in foreign currency exchange rates, lonza has entered into a variety of cur- rency swaps, foreign exchange contracts and options. these agreements generally include the exchange of one currency for a second currency at a future date. to hedge currency risk, forward contracts are designated as cash flow hedges. lonza adopts a policy of hedging 100% of the committed contractual exposure. the hedging of the planned contractual exposure depends on lonza’s view of the market.

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at 31 December 2007, if the uS dollar had weakened/strengthened versus the Swiss franc by 10% with all other vari- ables held constant, post-tax profit for the year would have been cHF 2.3 million (2006: cHF 4.2 million) lower/higher, mainly as a result of foreign exchange losses/gains on translation of uS dollar-denominated trade receivables and for- eign exchange losses/gains on translation of uSD-denominated borrowings. the sensitivity decreased mainly due to lower trade receivables.equitywould havebeen cHF0.0million (2006: cHF6.2million) lower/higher.the equityimpact in 2006 is related to the hedges for the purchase of the cambrex businesses. at 31 December 2007, if the euro had weakened/strengthened versus the Swiss franc by 5% with all other variables held constant, post-tax profit for the year would have been cHF 0.6 million (2006: cHF 0.6 million) lower/higher, mainly as a result of foreign exchange losses/gains on translation of eur-denominated trade receivables, trade payables and other short-term liabilities. there is no impact on equity. at 31 December 2007, if the pound sterling had weakened/strengthened versus the Swiss franc by 10% with all other variables held constant, post-tax profit for the year would have been cHF 1.7 million (2006: cHF 1.8 million) lower/high- er, mainly as a result of foreign exchange losses/gains on translation of GBp-denominated trade receivables and foreign exchange losses/gains on translation of GBp-denominated borrowings. no impact is evaluated on equity. at 31 December 2007, if the Singapore dollar had weakened/strengthened versus the Swiss franc by 5% with all other variables held constant, post-tax profit for the year would have been cHF 0.9 million (2006: nil) lower/higher, mainly as a result of foreign exchange losses/gains on translation of SGD-denominated trade payables and short-term liabilities. no impact is evaluated on equity. lonza’s exposure to foreign currency risk was as follows, based on notional amounts:

31 december 2007 uSD GBpeur cHFJpY cnYSGD cZKother total million cHF

other investments 000000000 0 trade receivables, net 10336642112000218 other receivables, prepaid expenses and accrued income 611200330025 Short-term advances and other financial assets 0000000404 cash and cash equivalents 237 223005100268 long-term debt (119) 00000000(119) other short-term liabilities (56) (25) (27) (1) (1) (6) (11) (1) 0(128) trade payables (23) (1) (47) 0(1) (2)(15) 00(89) Short-term debt 00000(14) 000(14) gross balance sheet exposure148 23 15 1(1) (2) (22) 30165

estimated forecast purchases (131) 00000000(131) gross exposure(131) 00000000(131)

currency-related instruments (44) (3) (1) 0(2)0075(38)

net exposure(27) 20 14 1(3) (2) (22) 10 5(4)

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 70 consolidatedfinancial statements Financial report

31 december 2006 uSD GBpeur cHFJpY cnYSGD cZKother total million cHF

other investments 000000000 0 trade receivables, net 149 1522012000216 other receivables, prepaid expenses and accrued income 111000311118 Short-term advances and other financial assets 000000020 2 cash and cash equivalents 10712003200115 long-term debt (158) 00000000(158) other short-term liabilities (45) (35) (12)0(2)(3) (6) 0(3) (106) trade payables (12)(1) (29) (1) 0(3) (5) 0(3) (54) Short-term debt 00000(9) 000(9) gross balance sheet exposure42(23) 13 1(2) 3(8) 3(5) 24

estimated forecast purchases (499) 0186 000000(313) gross exposure(499) 0186 000000(313)

currency-related instruments 4010(184) 0(1) 0920227

net exposure(56) (23) 15 1(3) 315(5) (62)

the following exchange rates were applied during the year:

2006 2007 cHF

Balance sheet year-end rates eu euro 1.6081 1.6597 uSa Dollar 1.22031.1288 Great Britain pound sterling 2.3951 2.2575

income statement year-average rates eu euro 1.5734 1.6432 uSa Dollar 1.2533 1.2003 Great Britain pound sterling 2.3077 2.4011

interest rate risk lonza’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose lonza to cash flow interest rate risk. Borrowings issued at fixed rates expose lonza to fair-value interest rate risk. lonza‘s policy is to manage interest cost using a mix of fixed and variable rate debt. Group policy is to maintain at least 50% of its borrowings in fixed-rate instruments. in order to manage this mix in a cost-efficient manner, lonza enters into inter- est rate swaps to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to a corresponding notional principal amount. lonza adopts a policy of having one-third of the debt on a short-term basis and two-thirds of the debt on a long-term basis. the mix between floating and fixed rates depends on the market view of lonza.

Based on the outstanding debt at 31 December 2007, if interest rates on cHF-denominated short-term borrowings had been 100 basis points higher/lower with all other variables held constant, the impact on post-tax profit for the year would have been cHF 0.9 million (2006: cHF 0.2 million) lower/higher. other components of equity would have been cHF 19.3 million (2006: cHF 9.3 million) lower/higher. the higher sensitivity in 2007 versus 2006 reflects the increase of the principal amount in the cash flow hedges.

at 31 December 2007, if interest rates on uSD-denominated borrowings at that date had been 100 basis points higher/ lower with all other variables held constant, the impact on post-tax profit for the year would have been cHF 3.5 million (2006: cHF3.8 million) lower/higher,mainlyas aresult of higher/lower interest expense on floating rate borrowings.no impact is evaluated for a change in equity.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 71

31.5 overview of derivative financial instruments the following table shows the contract or underlying principal amounts and fair value of derivative financial instru- ments by type of contract at 31 December 2007 and 2006. contract or underlying principal amounts indicate the volume of business outstanding at the balance sheet date and do not represent amounts at risk. the fair values are determined by using the difference of the prices fixed in the outstanding derivative contracts from the actual market conditions which would have been applied at the year-end if we had had to recover these trades.

financial instruments at fair value 2006 2007 2006 2007 2006 2007 2006 2007 through profit or loss - held for trading contract or underlying positive fair values negative fair values total net fair values million cHF principal amount

currency-related instruments – Forwardforeign exchangerate contracts20 400100 01 –currency swaps 247 456 05(6) (2)(6) 3 total currency-related instruments 267 496 06(6) (2) (6) 4

total financial instruments at fair value through profit or loss - held fortrading 267 496 06(6) (2) (6) 4

financial instruments effective for 2006 2007 2006 2007 2006 2007 2006 2007 hedge accounting purposes contract or underlying positive fair values negative fair values total net fair values million cHF principal amount

currency-related instruments – Forwardforeign exchange contingent hedge421000(14) 0(14) 0 –7uS Dollar time deposit 8131 01(1) (2)(1) (1) –1eur debt 86 000(2)0(2)0 total currency-related instruments 685 131 01(17) (2) (17) (1)

interest-related instruments –interest rate contingent hedge 200 000(2)0(2)0 –interest rate swap 0500 0500 05 total interest-related instruments 200 500 05(2) 0(2) 5

total financial instruments effective for hedge-accounting purposes 885 631 06(19) (2) (19) 4

financial instruments by currency 2006 2007 Forward foreign exchange rate contracts and currency swaps million cHF

uSD 583 304 GBp759 eur262109 cZK95146 JpY23 SGD 36 total 952 627 interest rate swap 200 500 total financial instruments 1 152 1 127

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 72 consolidatedfinancial statements Financial report

positive fair values of derivatives are included in the balance sheet caption “other receivables, prepaid expenses and ac- crued income”. negative fair values of derivatives are included in the balance sheet caption “other short-term liabilities”.

the following hedges were included: – cash flow hedges on highly probable payments in foreign currency in 2007, 2008 and 2009 – cash flow hedges on contingent basis in connection with the acquisition of the Biopharma and Bioproducts busi- nesses from cambrex

31.6 carrying amounts and fair values of financial instruments by category the carrying values less impairment provision of trade receivables and payables are assumed to approximate to their fair values due to the short-term nature of trade receivables. the fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. the fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date.

Below find a table with the carrying amounts and fair values of financial instruments by category.

carrying amounts and fair values by category of financial instruments 31 12 2006 31 12 2007 31 12 2006 31 12 2007 million cHF carrying amount Fair values

financial assets available for sale other investments - available for sale - carried at cost 1010 total financial assets available for sale 10 10

loans and receivables trade receivables, net 462429462429 other receivables and accrued income 59 94 59 94 Short-term advances and other financial assets 13 4134 long-term loans 12281228 cash and cash equivalents 217 372217 372 total loans and receivables 763 927 763 927

financial assets at fair value through profit or loss - held for trading currency-related instruments 0606 total financial assets at fair value through profit or loss - held for trading 06 06

financial liabilities at amortized cost long-term debt 92313601 011 1 594 other short-term liabilities 420 594 420 594 trade payables 173 236 173 236 Short-term debt 232353 232353 total financial liabilities at amortized cost 1 748 2 543 1 836 2 777

financial liabilities at fair value through profit or loss - held for trading currency-related instruments 6262 total financial liabilities at fair value through profit or loss - held for trading 62 62

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31.7 capital management the Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. the Board of Directors monitors both the demographic spread of share- holders, as well as the return on capital, which lonza defines as total shareholders’ equity, excluding non-redeemable preference shares and minority interests, and the level of dividends to ordinary shareholders.

at present, employees hold one percent of ordinary shares, or just under three percent assuming that all outstanding share options vest and/or are exercised.

the Board seeks to maintain a balance between the higher returns that might be possible with higher levels of bor- rowings and the advantages and security afforded by a sound capital position. lonza’s target is to achieve a return on shareholders’ equity of between 10% and 15%; in 2007 the return was 17.2% (2006: 14.7%). in comparison the weighted average interest expense on interest-bearing borrowings (excluding liabilities with imputed interest) was 3.2% (2006: 3.2%).

From time to time lonzapurchases its ownshares on the market; the timing of these purchases depends on market prices. primarily the shares are intended to be used for issuing shares under lonza’s share option programme. lonza does not have a defined share buy-back plan.

neither the company nor any of its subsidiaries are subject to externally imposed capital requirements.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 74 consolidatedfinancial statements Financial report

32 segmentinformation primary reporting format – business segments

year ended 31 december 2007 exclusive life Science Bioscience other eliminations total 7 million cHF Synthesis & ingredients Biopharma- ceuticals

sales third-party 1 388 1 135 189 158 02870 inter-segment sales1 23182275 (282)0 total sales 1 411 1 317 191 233 (282) 2 870 result from operating activities (eBit)219 140 28 21 0408 – percentage return on sales % 15.8 12.3 14.8 na na 14.2

Financial income 20 Financial expenses (76) Share of profit of associates 10 other investment income/(loss)(1) net financing costs (47) profit before income taxes 361 income taxes (60) profit for the period 301

included in result from operating activities (eBit): –8research and development 730900126 –1Depreciation and amortization 56 66 15 14 0251 –7impairment losses on intangible and fixed assets 007014 –9Goodwill impairment 00009

assets2 2 487 1 056 576 90(37) 4 172 liabilities3 (592)(195) (40)(105) 37 (895) net capital invested4 1 895 861 536 (15) 03 277

investment in associates 00013 013 assets held for sale 0001060106

return on net capital invested5 % 13.1 15.7 12.5 18.8 014.1 investments in property, plant and equipment and intangibles6 473 1108180609

Headcount 3 998 2 644 787 28207 711 average headcount 3 676 2 584 394 275 06 929

1 inter-segment sales were based on prevailing market prices. 2 assets consist of property, plant and equipment, intangible assets, goodwill, inventories and receivables. 3 liabilities comprise trade payables, other operating payables, other long-term liabilities, operating provisions and exclude taxation and interest-bearing debt. 4 net capital invested comprises all assets and liabilities committed to the segment operations at historical year-end rates. 5 calculated at historical monthly average rates 6 investments calculated at average rates 7 renamed from organic Fine & performance chemicals

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 75

primary reporting format – business segments year ended 31 december 2006 exclusive life polymer other elimina- total less continuing million cHF Synthesis & Science interme- tions discon- operations Biopharma- ingredi- diates (dis- tinued ceuticals ents7 continued) operations

sales third-party 1 073 1 075 629 137 02914 (629) 2 285 inter-segment sales1 23161 075 (259) 00 0 total sales 1 096 1 236 629 212 (259) 2 914 (629) 2 285 result from operating activities (eBit)193 130 43 (22) 0344 (43) 301 – percentage return on sales % 18.012.1 6.8 na na 11.8 6.8 13.2

Financial income 14 014 Financial expenses (68) 2(66) Share of profit of associates 303 other investment income/(loss)(1) 0(1) net financing costs (52) 2(50) profit before income taxes 292 (41) 251 income taxes (69) 17 (52) profit after income taxes before gain/(loss) on discontinued operations 223 (24) 199 Gain/(loss)onsale of discontinued operations, net of income taxes (1) 1 profit for the period 222 (23) 199

included in result from operating activities (eBit): –7research and development 328700108(7) 101 –1Depreciation and amortization 066725150213 (25) 188 –8impairment losses on fixed assets 0000808 –(release of negative goodwill 12)0000(12)0(12)

assets2 2 1251059 0246 (93) 3 337 03 337 liabilities3 (445) (154) 0(122)93(628) 0(628) net capital invested4 1 68090501240270902709

investment in associates 00010601060106

return on net capital invested5 % 14.1 14.1 11.1 na na 12.211.1 12.4 investments in property, plant and equipment and intangibles6 251 76 27170371 (27) 344

Headcount 3 355 2 5230268 06 146 06 146 average headcount 2 763 2 477 496 32906 065 (496) 5 569

1 inter-segment sales were based on prevailing market prices. 2 assets consist of property, plant and equipment, intangible assets, goodwill, inventories and receivables (adjusted for goodwill compared with previous year’s disclosure). 3 liabilities comprise trade payables, other operating payables, other long-term liabilities, operating provisions and exclude taxation and interest-bearing debt. 4 net capital invested comprises all assets and liabilities committed to the segmentoperations at historical year-end rates (adjusted forgoodwill compared with previous year’s disclosure). 5 calculated at historical monthly average rates 6 investments calculated at average rates 7 renamed from organic Fine & performance chemicals

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secondary reporting format – geographical segments

year ended 31 december 2007 Switzerland eu north other total million cHF america areas

Sales third-party,bygeographical location of customers 369 886 1 194 4212 870

Sales third-party, by area of selling company1 90784583 296 2 870

Goodwill impairment09009

result from operating activities (eBit) 308313 84 408 – percentage return on sales % 16.23.6 2.228.4 14.2

net capital invested1 1 0508921 066 269 3 277 investments in property, plant and equipment and intangibles incl. leasing2 188 116 92213 609 Headcount 2 886 1 788 2 177 8607 711

year ended 31 december 2006 Switzerland eu north other total million cHF america areas

Sales third-party,bygeographical location of customers 269 1 316 995 334 2 914

Sales third-party, by area of selling company1 615 656 402 241 2 914

Goodwill impairment00000

result from operating activities (eBit) 2305049 15 344 – percentage return on sales % 14.27.6 12.26.211.8

net capital invested1 1 165 568 738 238 2 709 investments in property, plant and equipment and intangibles incl. leasing2 196 8239 54 371 Headcount 2 769 1 494 1 194 689 6 146

33 disclosures on Board and management compensation 33.1 method of determining compensation and the shareholding programs in 2005, the Board of Directors analyzed the management’s compensation package based on a market study of compara- ble companies and concluded thatthe management’scompensation was not competitiveenough to continuetoattract and retain the talents required for the successful implementation of the ambitious strategic goals of the company. as a consequence the nomination and compensation committee restructuredthe compensation plans forthe management committee as of 2006. to elaborate the new compensation plans, the nomination and compensation committee was supported by the analysis conducted by external consultants.

a new plan was implemented for the members of the management committee effective 1 January 2006 and remained unchanged also for the year 2007. under the new plan, base salary targets market-average levels with the potential for executives to earn above the market average through a combination of attractive short- and long-term incentive pro- grams. these incentive plans are designed to align the management committee’s objectives with the interests of our shareholders.

the members of the management committee receive an annual base salary. in addition they are eligible for an annual bonus, the Short-term incentive (Stip), and the long-term incentive for Senior management and Key employees (ltip).

1 including goodwill (restated for goodwill compared with previous years’s disclosure) 2 investments calculated at average rates

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For the management committee, the Stip is weighted at a minimum of 70% of the financial target of economic Value added (eVa) and a maximum of 30% of individual qualitative targets, linked to the delivery of strategic milestones. a percentage of base salary ranging from 40% to 70% is targeted. Depending upon achievement against the targets, the incentive is paid in cash. the ltip is a stock bonus plan. the plan establishes targets for total Shareholder return (tSr) to exceed an index of in- dustry peers by 12% per year on average over three years. the second target is earnings per Share (epS) to increase by 50% over the same three-year period. if targets are met, shares are granted. the maximum number of shares to be granted is capped at the start of the plan. the grant amount is calculated as a percentage of base salary and can range from 25% to 200% of base salary. individual investment in lonza shares is a mandatory prerequisite for participation in the plan. Besides the members of the managementcommittee,the upper managementaswell as specialists and experts arealso included in this program and therefore in the company’s mid-term and long-term goals. the ltip does not provide any compensation for the management committee until 2009, therefore a three-year “Bridge the Gap” plan was also launched in 2006. this plan provides share grants for the management committee. the shares were granted in January and will vest over a one- to three-year period. members of the management committee receive customary additional benefits such as a company car, health insur- ance and in some cases contributions to children’s education.

Board of Directors the members of the Board of Directors received a compensation package with a base amount and additional compensation for chairing one of the Board committees. in 2007 payments to acting members of the Board of Directors of lonza Group ltd totaled cHF 2.419 million (2006: cHF 2.359 million)1 , 68.19% (2006: 66.12%) of which was distributed in the form of shares. the compensation system for the Board of Directors allows the members to choose either a payment in shares or a combination of cash and shares, whereby the cash portion cannot exceed 40%. Shares granted are rated at the market price at grant date, with a discount rate of 20%. they are blocked for a period of three years. Directors are reimbursed for travel and other related expenses associated with the performance of their services for lonza.

Board of director’s compensation 2007 cash payment 1 number of Value of shares2 total in chf cHF shares

rolf soiron chairman of the Board204 017 2 925355 159 559 176

richard sykes Vice-chairman of the Board87 500 2 701327 912415 412

Julia higgins member of the Board135 000 1 886 224 773 359 773

peter Kalantzis member of the Board124 018 1 751 212 625336 643

gerhard mayr member of the Board75 000 2 315 281 061 356 061

peter wilden member of the Board144 017 2 044 248 208392 225

total 769 552 13 622 1 649 738 2 419 290 in 2007, no members of the Board of Directors have given up their functions, nor did any new members join the Board of Directors.

1 including social security and withholding tax, adjusted due to new regulation 2 the fair values were calculated using the market price at grant date, see note 25 in the financial part of the lonza annual report 2007.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 78 consolidatedfinancial statements Financial report

management committee the acting members of the management committee and those who gave up their functions in the year under review received, for their contributions and time served in 2007, cHF 6.813 million (2006: 7.772 mil- lion)1 in cash and additional benefits and 51 954 shares (2006: 66 610 shares), equivalent to a value of cHF 3.302 million (2006: 3.908 million).

management committee’s compensation 2006 2007 million cHF/number of shares

Base Salary and incentive in cash1 5.154 6.120 post-employment benefits2 0.2270.298 other benefits3 0.387 0.395 termination benefits 2.0040.000 share-/option-based payments4 number of shares 66 61051 954 Value of shares 3.9083.302 total 11.680 10.115

the highest compensation conferred on a member of the management committee was paid to mr. Stefan Borgas. mr. Borgas received cHF 2 408 538 paid in cash and shares to a value of cHF 1 310 540. this includes the shares of the ltip, which are blocked between one and three years.

in 2007, there were seven members on the management committee. one member relinquished her function as of 1 June 2007 and another member was appointed by the Board of Directors as of 1 august 2007. the average number of management committee members during the year was 5.8 full-time equivalents.

the members of the Board of Directors and the management committee who gave up their functions did not receive any credits or benefits in kind.

in 2007, no severance payment was made to any member of the management committee who gave up his or her function.

conflict of interest no member of the Board of Directors benefits materially from any contract between a lonza com- pany and a third party.

33.2 compensation for former members of governing bodies compensation of cHF 0.729 million was paid to a former member of governing bodies which is already contained in the personnel expenses 2006.

33.3 Share allotment in the reporting year 2007, the members of the Board of Directors received shares as part of their total remuneration. there were no further share allotments, except as stated in note 33.1 of this report. in note 33.1 the allotment of the ltip shares for the management committee is included. these shares are only granted if the targets are met. as described in note 33.1 this plan does not provide any income before 2009.

33.4 Share ownership Based on information available to lonza Group ltd, the members of the Board of Directors and parties closely associ- ated with them5 held, per 31 December 2007, a total of 60 295 (2006: 49 110) registered shares in lonza Group ltd at 31 December 2007 and controlled 0.1% (2006: 0.1%) of the share capital. none of the directors owns shares in the Group’s subsidiaries or associates.

the members of the management committee and parties closely associated with them5 held 9 164 (2006: 5 093) reg- istered shares in lonza Group ltd per 31 December 2007.

1 includes incentive 2007, paid in march 2008 2 Social security and pension fund 3 e.g. company car, health insurance and tuition 4 the fair values were calculated using the market price at grant date according to iFrS 2, see note 25 in the financial part of the lonza annual report 2007. 5 Spouse, children below age 18, any legal entities that they own or otherwise control, or any legal or natural person who is acting as their fiduciary

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report consolidatedfinancial statements 79

Share ownership of Board of Directors and management committee as of 31 December 2007: Board of directors lonza shares management committee lonza shares (number) (number)

rolf soiron 18 492 stefan Borgas 6 225

richard sykes 12 036 uwe Böhlke 108

Julia higgins 4 219 marcela Č echov á505

peter Kalantzis 11 726 toralf haag 683

gerhard mayr 3 979 stephan Kutzer 624

peter wilden 9 843 lukas utiger 1 019

33.5 options under various option schemes instituted from 2000 to 2005, the following options were granted to the members of the Board of Directors and the members of the management committee. as of 31 December 2007, the following options were held:

issue 200320042005 total

Board of directors1 0000 management committee1 00240 000 240 000 ratio 10:1 10:1 10:1 strike price in chf 77.00 64.2573.80

the options vest after three years from grant date and become exercisable thereafter for a period of two years. after the exercise period, the options lapse without compensation. the following members of the management committee hold these options at 31 December 2007: Stefan Borgas: 100 000 options; marcela Čechová: 30 000 options; Stefan Kutzer: 50 000 options and lukas utiger: 60 000 options.

Details on the development of the lonza option plan are published in note 25 in the financial part of the lonza annual report.

33.6 additional remuneration During the year under review, none of the members of the Board of Directors or the management committee, or parties closely linked to such persons, has billed honoraria or other remunerations to lonza Group ltd or any subsidiaries for additional services performed.

33.7 loans granted by governing bodies no loans were granted to the Governing Bodies nor to parties closely linked to such persons, nor are there any loans outstanding from previous years.

1 acting members

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 80 consolidatedfinancial statements Financial report

report of the group auditors to the annual General meeting of lonza Group ltd, Basel

as group auditors, we have audited the consolidated financial statements (balance sheet, income statement, cash flow statement, statement of changes in equity and notes on pages 14 to 79) of lonza Group ltd for the year ended 31 December 2007.

these consolidated financial statements are the responsibility of the board of directors. our responsibility is to express an opinion on these consolidated financial statements based on our audit. We confirm that we meet the legal requirements concerning professional qualification and independence.

our audit was conducted in accordance with Swiss auditing Standards and with the interna- tional Standards on auditing (iSa), which require that an audit be planned and performed to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We have examined on a test basis evidence supporting the amounts and disclosures in the consolidated financial statements. We have also assessed the account- ing principles used, significant estimates made and the overall consolidated financial state- ment presentation. We believe that our audit provides a reasonable basis for our opinion.

in our opinion, the consolidated financial statements give a true and fair view of the finan- cial position, the results of operations and the cash flows in accordance with the international Financial reporting Standards (iFrS) and comply with Swiss law.

We recommend that the consolidated financial statements submitted to you be approved.

KpmG ltd

Hanspeter Stocker regula Wallimann auditor in charge

Zurich, 25 February 2008

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report contents 83

financial statementsoflonzagroup ltd 84 Balance Sheet–Holding 85 incomeStatement –Holding 86 notes to the Financial Statements – Holding 87 proposal of the Board of Directors 88 report of the Statutory auditors

89 investorinformation

91 statement of valueadded

92 free cash flow

< Bacillus coagulans, enlarged 100000 times. this bacterial species is temperature and acid-tolerant, and can form heat-resistant spores, which are shown here. in the acidic environment of the stomach, it can produce the beneficial lactic acid. the bacteria are used as a target in quality control, and for training of technicians.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 84 financial statementsoflonzagroup ltd Financial report

Balance sheet – holding

assets1 2006 2007 cHF

fixed assets property, plant and equipment 330 891 478 104 investments 861 584 953 885 505 587 long-term loans to subsidiaries and associates 612 137 500 589 012 432 total fixed assets 1 474 053 344 1 474 996 123

current assets receivables: – From third parties 1 601 070 497 484 – From subsidiaries and associates 48 985 370 11 860 005 prepaid expenses: – third parties 3 554 309 15 824 063 – Subsidiaries and associates 6 229 436 11 441 177 Short-term advances: – Subsidiaries and associates 339 935 086 1 078 189 245 marketable securities: – own shares 75 313 60961 759 750 cash 88 870 707226 382 716 total current assets 564 489 587 1 405 954 440 total assets 2 038 542 931 2 880 950 563

liabilities and shareholders’ equity1 2006 2007 cHF

shareholders’ equity Share capital 50 450 000 50 450 000 legal reserve: – General legal reserve 25 225 000 25 225 000 – reserve for own shares 337 929 138 324 375 279 available earnings brought forward910 508 472937 737 963 profit for the year 85 223 796 264 558 049 total shareholders’ equity 1 409 336 406 1 602 346 291

liabilities long-term liabilities long-term debt: – Due to third parties 300 000 000 800 000 000 long-term provisions: – Due to third parties 856 7901 091 661 total long-term liabilities 300 856 790 801 091 661

current liabilities payables and other liabilities: – Due to third parties 3 616 239 8 599 940 – Due to subsidiaries and associates 26 577 844 179 174 accrued expenses: – Due to third parties 11 840 413 21 521 000 – Due to subsidiaries and associates 2 344 501 2 406 253 Short-term provisions: – Due to third parties 1 161 349 483 118 Short-term debt: – Due to third parties 30 000 000 110 000 000 – Due to subsidiaries and associates 252 809 389 334 323 126 total current liabilities 328 349 735 477 512 611 total liabilities 629 206 525 1 278 604 272 total liabilities and shareholders’ equity 2 038 542 931 2 880 950 563 shareholders’ equity as a percentage of total assets % 69.1 55.6

1 at 31 December

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report financial statementsoflonzagroup ltd 85 income statement – holding

2006 2007 cHF

income income from investments 136 456 557 258 470 733 interest income 45 964 77289 308 800 other financial income 10 962 785 62 534 631 other income 1 058 353 1 078 271 total income 194 442 467 411 392 435

expenses personnel expenses 8 868 5295379 147 other administrative expenses 7 081 034 7 753 867 interest expenses 26 419 41246 632 389 other financial expenses 5 946 72875 240 637 taxes 2 178 5298361 240 other expenses 3 659 976 3 344 830 Write-offs on property, plant and equipment64 463 122 276 Write-offs on investments 55 000 000 0 total expenses 109 218 671 146 834 386

profit for the year 85 223 796 264 558 049

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 86 financial statementsoflonzagroup ltd Financial report

notes to the financial statements – holding

1 contingent liabilities at 31 December 2007, indemnity liabilities, guarantees and pledges in favour of third parties totaled cHF 586 765 271 (31 December 2006: cHF 624 928 048). the company is a member of the lonza Group value-added-tax group in Switzerland and is thereby jointly and severally liable to the federal tax authorities for value-added-tax debts of that group.

2 liabilities to personnel welfare institutions 31 December 2007 : cHF 25 295 (31 December 2006: cHF 220 637)

3 investments See list of principal subsidiaries, page 26.

4 major shareholders in accordance with art. 663c of the swiss code of obligation See 1.2 principal shareholders in corporate Governance, page 111.

5 disclosures on Board and management compensation in accordance with art. 663b bis and 663c, p. 3 of the swiss code of obligation See note 33 in consolidated Financial Statements, page 76.

6 own shares at 31 December 2007, lonza Group ltd and one of its subsidiaries held 2 878 287 of its own registered shares with a par value of cHF 1 each (31 December 2006: 3 095 284), resulting in a reserve for own shares of cHF 324 375 279. (31 December 2006: cHF 337 929 138).

in 2007 lonza Group ltd acquired 271 481 registered shares, at an average market value of cHF 112.34. at the same time lonzaGroupltd sold 52293 registered shares to the employees at an average market value of cHF 120.29 less a discount of 30%. in order to satisfy the exercise of the different shares and options plans in 2007, lonza Group ltd delivered 436 185 registered shares, at an average market value of cHF 113.18. 656 065 of the registered shares with a par value of cHF 1 each (31 December 2006: 873 062) are reserved for the different shares and op- tions plans. 2 222 222 registered shares with a par value of cHF 1 each are reserved for lonza Finance ltd’s convertible bond, purchased in 2002 at an average market price of cHF 118. at 31 December 2007 the total of registered shares not entitled to a dividend is therefore 2 878 287 with a par value of cHF 1 each (2006: 3 095 284).

7 conditional capital at the annual General meeting held on 11 april 2005, the creation of conditional capital up to a maximum of cHF 2.5 million was approved. the share capital of lonza Group ltd may be increased through the issuance of a maximum of 2 500 000 fully paid-in registered shares with a par value of cHF 1 each up to a maximum aggregate amount of cHF 2.5 million through the exercise of conversion rights and/or warrants granted in connection with the issuance of bonds or similar debt instruments of the Group.

8 long-term debts in may2005, lonzaGroupltd issued a2.625% bond of cHF300 million,tranche acHF 250 million at an issue price of 100.27% and tranche B cHF 50 million at an issue price of 100.70%, with maturity date 2 June 2010.

in February 2007, lonza Group ltd used the available syndicated loan facility in order to finance the acquisition of the Biopharma and Bioscience businesses from cambrex.the facilitywas set up in December 2006 in an amount of cHF 500 million with a maturity of five years and float- ing interest rates.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report financial statementsoflonzagroup ltd 87

9 additional notes exchange gains/losses other financial expenses in 2007 include net exchange rate losses of cHF 75 238 842 (in 2006: net realized exchange rate losses of cHF 5 943 816).

other financial income other financial income in 2007 includes a revaluation for loans of cHF 46 800 000 and a gain for own shares of cHF 11 434 611 (in 2006: a revaluation for own shares of cHF 5 071 449).

long-term loans to subsidiaries and associates lonza Group ltd signed a subordination agree- ment of cHF 15 million.

there were no other circumstances subject to the reporting requirements of art. 663b co.

proposal of the Boardofdirectors concerning the appropriation of available earnings

2006 2007 cHF

available earnings brought forward 910 508 472937 737 963 profit for the year 85 223 796 264 558 049 available earnings at the disposal of the annual general meeting 995 732 268 1 202 296 012

payment of a dividend of cHF 1.75 (2006: cHF 1.50) per shareonthe sharecapital eligible fordividend of cHF 47571713 (2006: cHF 47698776) 71 548 164 83 250 498 available earnings carry-forward924 184 104 1 119 045 514

Decrease of reserve for own shares in the 2007 business year 13 553 859 available earnings brought forward after creation of reserve for own shares 937 737 963

if the annual General meeting approves the above proposal from the Board of Directors, the dividend of cHF 1.75 per registered share, less 35% withholding tax, will be paid as of 1 april 2008 at the offices designated in the publication organ of the company and in se- lected daily newspapers.

Basel, 21 January 2008

rolf Soiron Stefan Borgas chairman of the Boardchief executive officer

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 88 financial statementsoflonzagroup ltd Financial report

report of the statutory auditors to the annual General meeting of lonza Group ltd, Basel

as statutory auditors, we have audited the accounting records and the financial statements (balance sheet, income statement and notes on pages 84 to 87) of lonza Group ltd, Basel, for the year ended 31 December 2007.

these financial statements are the responsibility of the board of directors. our responsibility is to express an opinion on these financial statements based on our audit. We confirm that we meet the legal requirements concerning professional qualification and independence.

our audit was conducted in accordance with Swiss auditing Standards, which require that an audit be planned and performed to obtain reasonable assurance about whether the finan- cial statements are free of material misstatement. We have examined on a test basis evidence supporting the amounts and disclosures in the financial statements. We have also assessed the accounting principles used, significantestimates made and the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

in our opinion, the accounting records and financial statements and the proposed appropria- tion of available earnings comply with Swiss law and the company’s articles of incorporation.

We recommend that the financial statements submitted to you be approved.

KpmG ltd

Hanspeter Stocker regula Wallimann auditor in charge

Zurich, 21 January 2008

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report investorinformation 89 investor information lonza Group ltd shares are listed on the SWX Swiss exchange and included in the (Sli). the shares are traded on virt-x, an electronic trading system based in london. the nominal value of the lonza Group ltd share amounts to cHF 1. lonza Group ltd shares closed at the end of 2006 at a price of cHF 105.3, ending 2007 at cHF 137.4, which represents an increase of 30.5%. the most significant news releases other than results publications during the course of 2007 were the following: – on 6 February 2007 lonza closed the acquisition of the cambrex Bio-businesses – on 12 march 2007 lonza announced the extension of the existing supply agreement with Bristol-myers Squibb company to produce orencia® until the end of 2013 – on 29 march 2007 lonza and Bio*one capital celebrated the groundbraking of their sec- ond manufacturing facility in Singapore – on 19 april 2007 lonza announced the groundbreaking plans for the expansion of its portsmouth, n.H. (uSa) mammalian biopharmaceutical manufacturing facility – on 9 may 2007 lonza initiated a large-scale production capacity and innovative technol- ogy platform for an emerging product class: antibody drug conjugates – on 16 may 2007 lonza announced a reviewed strategy for its microbial business, acceler- ating the turnaround of the assets acquired from cambrex – on 12 June 2007 lonza announced a continued expansion into advanced technologies with a new plant for highly potent active pharmaceutical ingredients – on 26 July 2007, along with the publication of Half-year results, lonza unveiled its busi- ness strategy for Bioscience, supporting long-term growth and profitability targets – on 2 august 2007 lonza invested in innovative technology for its Biopharma portfolio with the acquisition of all assets relating to the aggreSolve™ technology and services business of Zyentia ltd – on 6 September 2007 lonza completed investments at its Kouřim plant (cZ) for pharma- ceutical enzyme production – on 27September 2007lonzaannounced the sale of its Singaporeisophthalic acid plantto perstorp Group for uSD 138 million – on 2 october 2007 lonza’s new small-scale plant in nansha Guangzhou, china, started up successfully – on 17 December 2007 lonza announced the signing of an agreement to sell approximate- ly 90% ( ~ 28.5 million shares) of its holding in polynt S.p.a. for eur 3.67 per share to polimeri Speciali S.p.a.

For a comprehensive view of the media releases issued during 2007, refer to www.lonza.com. lonza group ltd 2007 share price development versus the swiss leader index, rebased

JFmamJ JaSonD 140.0

130.0

120.0

110.0

100.0

90.0

lonza Sli rebased

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 90 investorinformation Financial report

on 1 June 2006, Franklin templeton investments announced that they held 9.68% of the voting rights of lonza Group ltd., falling short of the 10% threshold. this amounted to 4 885 792 reg- istered shares. the capital Group companies, inc. announced that their lonza Group ltd. hold- ing had reached 5.24% on 13 June 2006, amounting to 2 642 806 registered shares. on 4 april 2007, allianz Se announced that it had exceeded the threshold of 5%, holding 3 682 615 shares, representing 7.30% of voting rights. on 10 april 2007, allianz Se advised that its participation had fallen belowthe 5% threshold. on 4July2007, ems-chemie Holding aG,announced that its participation per 1 July 2007 amounted to 1 585 740 registered shares, representing 3.14% of the voting rights, and 2 400 000 call options, representing 4.76%. on 1 December 2007, man- ning & napier advisors inc. disclosed holding of 1 921 226 registered shares, representing a value of 3.81% of the voting rights of lonza Group ltd. on 7 December 2007, lonza announced that it held, directly or indirectly, a total of 2 879 412 shares, representing 5.71% of the voting rights.on28December 2007, threadneedle asset managementHolding ltdannounced that it held 1 565 300 registered shares, representing 3.10% of the voting rights in lonza Group ltd. on 7 January 2008, manning & napier advisors inc. stated that its participation in the voting rights fell below the threshold of 3%. on 15 January 2008, ems-chemie Holding ltd made it known that its participation in voting rights had fallen below the threshold of 5% and amouted to 4.64%, divided into 1 415 540 registered shares and 925 000 call options. on 16 January 2008, threadneedle asset management Holding ltd announced that its participa- tion in voting rights had fallen below the threshold of 3%.

the free float in lonza Group ltd. registered shares reached 94.29% at year-end and the average daily trade volume was 367 534 shares in 2007.

registered shares 2006 2007

number of shares issued 50 450 000 50 450 000 number of shares ranking for dividend1 47 354 716 47 571 713 par value per share cHF 1 1

net income million cHF 222 301

Diluted net income2 million cHF 235 310

ratios per security2 2006 2007

Weighted average number of shares 47 350 281 47 576 915 Diluted weighted average number of shares 54 642 600 52 774 029 Basic earnings per share cHF 4.69 6.33 Diluted earnings per share cHF 4.305.88

1 See note 26 2 See note 27

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 Financial report statement of valueadded 91 statement of value added

note1 2006 2007 million cHF% million cHF%

origin of value added: income from production 2 9903 071 Dividend earned 21.3 00 total income 2 990 100.0 3 071 100.0

Services bought from third parties: material costs 18 (1 244) (1 009) energy costs 18 (125) (91) other operating expenses excl. capital taxes (346) (424) gross value added 1 275 1 547 Depreciation on property, plant and equipmentaswell as amortization on intangibles and goodwill impairment 6, 7 (221) (274) income from application of the equity method 21.3 29 Gain/(loss) on sale of disc. operations 18 (1) 0 total net value added 1 055 35.3 1 282 41.7

distribution of value added: to staff: – Wagesand salaries 19 548 677 – pensions 19 41 38 – other social security contributions 19 99 116 – other personnel expenses 19 16 26 total personnel cost 704 66.7 857 66.8

to public authorities: – income and capital taxes 22 75 7.1 68 5.3 to lenders: – Financial expenses net 21.1, 21.2 54 5.1 56 4.4 to shareholders: – Dividends paid page 17 61 5.8 725.6 to the company: –profit for the period 222 301 – Dividends paid page 17 (61) 161 15.3 (72)22917.9 total 1 055 100.0 1 282 100.0

distribution of value added 2006 2007 per employee: cHF

Wages and salaries 90 354 97 706 pensions 6 7605 484 other social security contributions 16 32316 741 other personnel expenses 2 638 3 752 total per employee116 075 123 683

1 See the accompanying notes to the consolidated financial statements

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 92 free cash flow Financial report

free cash flow

the following is a summary of the free cash flow using lonza’s definition. it includes earnings before interest, taxes and depreciation (eBitDa) and subtracts/adds the increase/decrease of operating net working capital, subtracts capital expenditures and adds disposal of fixed assets. it can be derived from the cash flow statement as follows:

2006 2007 million cHF

profit for the period 222 301 adjustments for: –income taxes 69 60 –net financing costs (incl. loss on sale of discontinued operations)5347

result from operating activities (eBit)344 408 –Goodwill impairment09 –Depreciation of property, plant and equipment198 224 –amortization of intangible assets 15 27 –release of negative goodwill (12)0 –impairment losses on property, plant, equipment and intangibles 814 –(Gain)/loss on disposal of assets 42 – (Gain) / loss on sale of subsidiary(9) (29) –(increase)/decrease in inventories 23(104) –(increase)/decrease in trade receivables (49) 41 –increase/(decrease) in trade payables (12)60 –(increase)/decrease in other net working capital 6086 change of operating net working capital 22 83 –purchase of property, plant and equipment(360)(596) –purchase of intangible assets (11) (13) –proceeds from sale of tangible and intangible assets 57 –(purchase)/proceeds from sale of other assets 2(9) –acquisition of subsidiaries, net of cash acquired (212)(586) –Disposal of subsidiaries, net of cash disposed of 16 111 –Disposal of discontinued operations, net of cash disposed of 141 0 –(Decrease)/increase in other liabilities,net 86 50 operating investment net (333) (1 036)

free cash flow237 (298)

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 94 DoloreS ipSum Financial report

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 remuneration report contents 95

remuneration report

96 compensation philosophy

97 description of compensation plans

102 compensation of theBoard of directors

104 compensation of themanagement committee

106 shareownership andoptions forthe Boardofdirectors and management committee

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lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 96 compensation philosophy remuneration report

this remuneration reporthas been included to provide an overviewof lonza’scompensation programs.inaddition to a description of general compensation programs, it includes the compensation levels of the Board of Directors and the management committee. Some information from notes 25, 28 and 33 of the Financial report is repeated here.

compensation philosophy

lonza’s compensation philosophy is designed to serve two goals: to enable lonza to become the employer of choice in our industry, and to motivate and reward employees based on the company’s long-term financial success. our culture is performance-oriented, with rewards based on the achievementofspecific goals.all employees havethe opportunityto profit from lonza’s financial success at above-average levels.

With regard to executive compensation, lonza’s philosophy is to compensate at an average level in base pay, combined with a high variable component to encourage performance, but also with a defined upper limit. By putting a significant amount of total compensation “at risk,” the company encourages its executives to take actions and make decisions with consideration for both short and long-term performance, and in line with strategic objectives. By putting a defined up- per limit in place in combination with long-term programs, the company discourages short-term actions that risk the health and financial stability of the company in the long-term.

Base pay the base pay of lonza employees and senior management is established by assessing the scope of the indi- vidual’s job within the context of the relevant market as well as personal experience, skills, abilities and ongoing perfor- mance. the target amount for base pay is comparable to the average level for a similar position in the industry. potential increases in base pay are evaluated on an annual basis, and are based on the market situation along with the individual’s performance.

Benefits Benefit programs are defined regionally, to meet local regulations and to take into consideration the competi- tive situation. these programs are designed to offer somewhat above average benefits in comparison to the industry. the benefit packages are reviewed on a yearly basis.

Variable compensation and other programs Variable compensation and other programs are designed to provide em- ployees with the opportunity to participate in the company’s overall success and earn above average total compen- sation. the employee Share purchase plan is a share-savings plan open to all employees. the incentive programs are performance oriented, and have both individual and company performance elements. the guiding principle for these plans is to motivate and reward employees on the company’s long-term financial success as well as on the individuals’ performance of specific goals. these plans include: – employee Share purchase plan (eSpp) – Short-term incentive plan (Stip) – long-term incentive plan (ltip)

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 remuneration report description of compensation plans 97 description of compensation plans employee Share purchase plan (eSpp) the eSpp is a share-savings plan available to all employees. the amount of contri- bution by lonza is determined annually by the Board of Directors based on the performance improvement of the previ- ous year. it is intended as a long-term plan to provide employees the opportunity to become co-owners of lonza and thus aligh employee interests with shareholder interests. in line with our vision and culture, lonza introduced an eSpp for the first time for the year 2003. this opportunity was open to full-time and part-time employees. under the plan rules 2003, these employees had the opportunity-butnoobligation -toacquireshares in lonzaagainst payment of the full purchase price, in amounts ranging form cHF 1 500 to cHF 15 000. after a holding period of three years, lonza will provide these employees with one additional share for every three shares purchased. in 2005, lonza adopted a new employee Share purchase plan eSpp plus. under the new plan rules, the employees had the opportunity - but not the obligation - to acquire lonza shares in multiples of three at a price reduction of 30%, in amounts ranging from cHF 500 to cHF 15 000. the shares purchased in this manner remain blocked for three years. after this blocking period, participants are entirely free to do as they wish with the shares. if participants keep their shares for a further two years in a blocked deposit, they will then - after this holding period is over - receive one additional free share for every three shares purchased. in 2006, lonza adopted an update of the employee Share purchase plan eSpp plus. under these plan rules, the employees had the opportunity - but not the obligation - to acquire lonza shares in multiples of three at a price reduction of 30%. the shares purchased in this manner remain blocked for three years. after this blocking period, participants can freely dispose of their shares. if participants keep their shares for a further two years in a blocked deposit, they will then - after this holding period is over - receive one additional free share for every three shares purchased. in 2007, lonza adopted a new employee Share purchase plan eSpp plus at the same conditions as the 2006 plan rules.

details of share purchase plans purchased ratio allocatedexpiry date price at grant date cHF eSpp 200571 181 3:1 23 72715 05 201073.80 eSpp 200664 266 3:1 21 422 15 05 2011 87.90 eSpp 200752 293 3:1 17 431 15 05 2012120.29

development share purchase plans 2007 outstanding Granted Forfeited exercised expired outstanding 01 01 2007 during 2007 during 2007 during 2007 during 2007 31 12 2007

eSpp 200523 72700(444) 0 23283 eSpp 200621 422 00(532)020 890 eSpp 2007017 431 0(237) 017 194 total shares 45 149 17 431 0(1 213) 061 367

development share purchase plans 2006 outstanding Granted Forfeited exercised expired outstanding 01 01 2006 during 2006 during 2006 during 2006 during 2006 31 12 2006

eSpp 200340040(615) (3 389) 0 0 eSpp 200523 727000023 727 eSpp 2006021 422 00021 422 total shares 27 731 21 422 (615) (3 389) 0 45 149 the weighted average share price at the date of exercise for the non-vested shares exercised during the year was

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 98 description of compensation plans remuneration report

cHF 135.81 (2006: cHF 106.73). the weighted average share price at 31 December 2007 of the allocated shares is cHF 91.63 (2006: cHF 80.49).

the shares outstanding at the end of the year have a weighted average remaining contractual life of 40 months (2006: 47 months). the estimated fair values of the shares granted in 2007 are cHF 84.20 (2006: cHF 61.53).

the fair values were calculated using the market price at grant date. the discount on the purchase price of shares is expensed at the moment the employees acquire lonza shares. the fair value of the free shares is expensed on a straight- line basis over the vesting period, based on estimates of shares that will eventually vest. the expected volatility was 30% in 2007 (2006: 30%). the expected dividend was not incorporated in the calculation of fair value.

fair value at grant date cHF

eSpp 20051225 737 eSpp 2005 discount 1 574 666 eSpp 20061318 096 eSpp 2006 discount 1 694 694 eSpp 20071467 742 eSpp 2007 discount 1 887 097

in order to satisfy the exercise of the employee Share purchase plan 2007, lonza has acquired 14 882 shares during 2007 (2006: 15 021) at an average market value of cHF 117.01 (2006: cHF 85.96). a total of 45 455 treasury shares with a par value of cHF 1 each (31 December 2006: 31 786 shares) is reserved for the share purchase plans.

Short-term incentive plan (Stip) in 2005, the Board of Directors of lonza Group ltd implemented the current Short-term incentive plan (Stip) for the majority of the Group’s employees, including the management committee, replacing the for- mer options plan. this program provides the potential for an annual bonus based on the performance and job category of the individual, and the financial performance of their business unit and/or the Group. the amount of the potential bonus is expressed as a percentage of the salary, and varies by level, up to a maximum of 70% for the chief executive officer. in this plan, every individual is assigned specific yearly financial and personal goals in writing the weight of the financial goals increases with the level of the employee, up to 80% of the total potential bonus. the personal goals are generally linked to strategic projects that lonza must deliver in the year in order to build its growth for the future. each goal is assessed for achievement at the end of the year. the assessment varies between a rating of “not achieved” (with a factor of zero) to a rating of “over-achieved” (with a maximum factor of 2.5 for financial goals and 1.5 for individual goals). the maximum annual total bonus level is therefore capped at a maximum of 2.2 times the potential bonus amount. Based on the achievement of the goals against the targets, the incentive is paid in cash during the first half of the following year.

long-term incentive plan (ltip) in 2006 and 2007, the Board of Directors of lonza Group ltd implemented a long-term incentive plan (ltip) for a selected segment of the Group’s employees. the ltip has been designed to align the interests of key employees with those of lonza’s shareholders, to promote a team-based performance culture throughout the organization, and to align remuneration with the creation of shareholder value. under the ltip, selected key employees will be awarded the right to receive in the future a number of registered shares of lonza provided that certain service- related conditions are achieved. Depending on the level of the job category, the entitlement shall be between 25% and 200% of their annual base salary. this program is capped; under no condition can the incentive exceed the set percent- age, even if the performance exceeds the set targets. individual investment in lonza shares is a mandatory prerequisite for participation in the plan.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 remuneration report description of compensation plans 99

the key employees will only receive title and ownership of the shares after a three-year vesting period and only if the conditions of vesting are fully or partially met. conditions of vesting of the shares are as follows: the vesting of up to 50% of the awarded share entitlement is based on the total shareholder return (tSr) achieved during the three fiscal years of lonza compared with a defined industry peer group before the end of the vesting period. tSr target is fully reached in the eventlonzaoutperforms compared to the peer grouponanannualized basis of the percentage. if the tSrtarget is not fully reached, the percentage of the vested shares from the share entitlement will be reduced linearly. the vesting of up to 50% of the remaining awarded share entitlement is based on the average annual earnings per share (epS) of lonza achieved during the three fiscal years of lonza before the end of the vesting period. epS target is reached if lonza increases its epS within the vesting period by the percentage as set out. if the epS target is not fully reached, the percent- ageofthe vested shares from the shareentitlementwill be reduced linearly.iftrS and/or epSminimumtargets arenot met the share entitlement expires unconditionally.

details of long-term incentive plans Grant Share Granted tSrepS Vesting date price shares date cHF

ltip 200601 02 200680.50102 131 12%50%31 01 2009 ltip 200701 02 2007117.7080 70512%50%31 01 2010

conditions of vesting 2006 minimummaximumtargetprobability

tSr25% 100%12%50.00% epS25% 100%50%98.24% Volatilityemployees 3.00%

conditions of vesting 2007 minimummaximumtargetprobability

tSr25% 100%12%50.00% epS25% 100%50%100.00% Volatilityemployees 3.00%

market conditions market Granted Fair value Fair value expected probability Volatility total total costs price shares tSr of shares at vesting epS min. targets employees probability at grant date grant date cHF cHF cHF

ltip 200680.50102 131 50%4110 773 98.24% 100%3%95.29% 3 917 142 ltip 2007117.7080 70550%4749 489 100.00%100%3%97.00%4607 005

development of long-term outstanding Granted Forfeited exercised expired outstanding incentive plan 2007 01 01 2007 during 2007 during 2007 during 2007 during 2007 31 12 2007

ltip 2006102 131 00(3 199) 098 932 ltip 2007080 70500080 705 total shares 102 131 80 705 0(3 199) 0179 637

development of long-term outstanding Granted Forfeited exercised expired outstanding incentive plan 2006 01 01 2006 during 2006 during 2006 during 2006 during 2006 31 12 2006

ltip 20060102 131 000102 131 total shares 0102 131 000102 131

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 100 description of compensation plans remuneration report

the weighted average share price at the date of exercise for the non-vested shares exercised during the year was cHF 116.36.

the weighted average share price at 31 December 2007 of the allocated shares is cHF 48.61 (2006: cHF 40.25).the shares outstanding at the end of year have a weighted average remaining contractual life of 18 months (2006: 25 months). the estimated fair values of the shares granted in 2007 are cHF 58.85 (2006: cHF 40.25).

the costs were calculated using the market price at grant date including probabilities as per conditions of vesting. the amounts for shares are expensed on a straight-line basis over the vesting period, based on estimates of shares that will eventually vest. the expected dividend was not incorporated in the calculation of fair value.

fair value at grant date cHF

ltip 20063917 142 ltip 20074607 005

long-term incentive plan for members of the management committee named “Bridge the Gap (mc shares)” the ltip plan does not provide any compensation for the management committee until 2009. as a result, a three-year “Bridge the Gap” plan was also launched in 2006. this plan provides share grants for the management committee. the shares grant in January and vest over a one-to three-year period. the mc shares are subject to a restriction period. During the restriction period, an mc member may not sell, pledge or grant any other rights to any third party with respect to the mc shares. Shares will become unconditional after lapse of the restriction period.

non-vested shares Grant date Share price Granted Vesting shares date

mc shares 23 01 200685.55 4 158 31 12 2009 mc shares 31 01 200680.505 113 31 01 2007 mc shares 31 01 200680.505 113 31 01 2008 mc shares 31 01 200680.5010 22631 01 2009 mc shares 31 01 2007117.70296031 01 2008 mc shares 31 01 2007117.70296031 01 2009 mc shares 31 01 2007117.705 92131 01 2010

developmentoflong-term incentiveplan outstanding Granted Forfeited exercised expired outstanding for management committee 2007 01 01 2007 during 2007 during 2007 during 2007 during 2007 31 12 2007

mc shares 200624 61000(5 113) 019 497 mc shares 2007011 841 00011 841 total shares 24 610 11 841 0(5 113) 031 338

developmentoflong-term incentiveplan outstanding Granted Forfeited exercised expired outstanding for management committee 2006 01 01 2006 during 2006 during 2006 during 2006 during 2006 31 12 2006

mc non-vested shares 2006024 61000024 610 total non-vested shares 024 610 00024 610 the weighted average share price at the date of exercise for the non-vested shares exercised during the year was cHF 117.60.

the weighted average share price at 31 December 2007 of the allocated shares is cHF 95.23 (2006: cHF 81.35). the shares outstanding at the end of the year have a weighted average remaining contractual life of 14 months (2006: 20 months). the estimated fair value of the shares granted in 2007 is 117.70 (2006: cHF 81.35).

the fair value was calculated using the market price at grant date. the amounts for shares are expensed on a straight-

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 remuneration report description of compensation plans 101

line basis over the vesting period, based on estimates of shares that will eventually vest. the expected volatility was 0% (2006: 0%). the expected dividend was not incorporated in the calculation of fair value.

fair value at grant date cHF

mc shares 20062 002 127 mc shares 20071393 686 other shares plans (awards) in recognition for extraordinary efforts on the part of employees for successful completion of projects or successful settlements, the lonza management committee has the ability to provide a one time award of lonza shares. these shares will be restricted for one year from the grant date. Shares will become unconditional after lapse of the restriction period.

non-vested shares Grant date Share price Granted Vesting cHF shares date

awards January31 01 2007116.00 9 500 31 01 2008 awards may31 05 2007119.60100 31 05 2008

development of other share plans 2007 outstanding Granted Forfeited exercised expired outstanding 01 01 2007 during 2007 during 2007 during 2007 during 2007 31 12 2007

awards 200709 600 0009 600 total non-vested shares 09600 0009 600 no shares were vested in 2007. the weighted average share price at 31 December 2007 of the allocated shares is cHF 116.04. the shares outstanding at the end of the year have a weighted average remaining contractual life of 1 month. the estimated fair values of the shares granted in 2007 is cHF 116.04. the fair value was calculated using the market price at grant date. the amounts for shares are expensed on a straight- line basis over the vesting period, based on estimates of shares that will eventually vest. the expected volatility was 0% in 2007. the expected dividend was not incorporated in the calculation of fair value.

fair value at grant date cHF

awards January1 102 000 awards may11 960 in order to satisfy the exercise of the long-term incentive plans, lonza has acquired 202 486 shares during 2007 (2006: 20 602 shares), at an average market value of cHF 110.78 (2006: cHF 85.96). a total of 222 140 treasury shares (2006: 46 825) with a par value of cHF 1 each are reserved for the long-term incentive and other share plans.

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compensation of the Board of directors

Board of Directors compensation the members of the Board of Directors received a compensation package with a base amount and additional compensation for chairing one of the Board committees. in 2007 payments to acting members of the Board of Directors of lonza Group ltd totaled cHF 2.419 million (2006: cHF 2.359 million)1 , 68.19% (2006: 66.12%) of which was distributed in the form of shares. the compensation system for the Board of Directors allows the members to choose either a payment in shares or a combination of cash and shares, whereby the cash portion cannot exceed 40%. Shares granted are rated at the market price at grant date, based on the average of the last five business days of each quarter, with a discount rate of 20%. they are blocked for a period of three years and are dividend eligible. Directors are reimbursed for travel and other related expenses associated with the performance of their services for lonza.

Board of director’s compensation 2007 cash payment 1 number of value of shares2 total in chf cHF shares

rolf soiron chairman of the Board204 017 2 925355 159 559 176

richard sykes Vice-chairman of the Board87 500 2 701327 912415 412

Julia higgins member of the Board135 000 1 886 224 773 359 773

peter Kalantzis member of the Board124 018 1 751 212 625336 643

gerhard mayr member of the Board75 000 2 315 281 061 356 061

peter wilden member of the Board144 017 2 044 248 208392 225

total 769 552 13 622 1 649 738 2 419 290

in 2007, no members of the Board of Directors have given up their functions, neither did new members join the Board of Directors.

conflict of interest no member of the Board of Directors benefits materially from any contract between a lonza com- pany and a third party.

1 including social security and withholding tax, adjusted due to new regulation 2 the fair values were calculated using the market price at grant date, see note 25 in the financial part of the lonza annual report 2007

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 remuneration report compensation of theBoard of directors 103

Developmentofcompensation

development of Grant total Share Fair values cash1 total expiry compensation for date shares price shares date Board of directors 2004 cHF cHF cHF 31 03 2004839064.41 540 400 140 000 680 400 31 03 2007 30 06 20045644 63.70359 523105 000 464 52330 06 2007 30 09 2004651055.26359 743 105 000 464 743 30 09 2007 31 12 20045586 64.40359 738 105 000 464 738 31 12 2007 total 26 130 61.97 1 619 404 455 000 2 074 404 the amount of cHF 2 074 404 was recognized as an expense in the year 2004.

development of Grant total Share Fair values cash1 total expiry compensation for date shares price shares date Board of directors 2005 cHF cHF cHF 28 02 20054035 73.19 295 322 0295 322 28 02 2008 31 03 20054947 72.55 358 915 105 000 463 915 31 03 2008 30 06 20054663 69.99 326 363 145 000 471 363 30 06 2008 30 09 2005432775.59 327 078 145 000 472 078 30 09 2008 31 12 2005410179.75 327 055 145 000 472 055 31 12 2008 total 22 073 74.06 1 634 733 540 000 2 174 733 the amount of cHF 2 174 733 was recognized as an expense in the year 2005.

development of Grant total Share Fair values cash1 total expiry compensation for date shares price shares date Board of directors 2006 cHF cHF cHF 31 03 20063773 88.65 334 476 145 000 479 476 31 03 2009 30 06 20064815 82.87 399 019 145 000 544 019 30 06 2009 30 09 20064687 85.14 399 051 145 000 544 051 30 09 2009 31 12 20064012106.44 427 037 115 000 542 037 31 12 2009 total 17 287 90.22 1 559 583 550 000 2 109 583 the amount of cHF 2 109 583 was recognized as an expense in the year 2006.

development of Grant total Share Fair values cash1 total expiry compensation for date shares price shares date Board of directors 2007 cHF cHF cHF 31 03 20073699 114.86 424 867 115 000 539 867 31 03 2010 30 06 20073843 111.13 427 073 115 000 542 073 30 06 2010 30 09 20073139 127.11 398 998 145 000 543 998 30 09 2010 31 12 20072 941 135.60398 800 145 000 543 800 31 12 2010 total 13 622 121.11 1 649 738 520 000 2 169 738 the amount of cHF 2 169 738 was recognized as an expense in the year 2007.

1 excluding social securityand withholding tax

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 104 compensation of themanagement committee remuneration report

compensation of the management committee

method of determining compensation and the shareholding programs in 2005, the Board of Directors analyzed the management’s compensation package based on a market study of comparable companies and concluded that the man- agement compensation was not competitive enough to continue to attract and retain the talents required for the suc- cessful implementation of the ambitious strategic goals of the company. as a consequence the nomination and com- pensation committee restructured the compensation plans for the management committee as of 2006. to develop the new compensation plans, the nomination and compensation committee was supported by the analysis conducted by external consultants.

a new plan was implemented for the members of the management committee effective 1 January 2006 and remained unchanged also for the year 2007. under the new plan, base salary targets market-average levels, with the potential for executives to earn above the market average through a combination of attractive short- and long-term incentive pro- grams. these incentive plans are designed to align the management committee’s objectives with the interests of our shareholders.

the members of the management committee receive an annual base salary. in addition they are eligible for an annual bonus, the Short-term incentive (Stip), and the long-term incentive for Senior management and Key employees (ltip).

For the management committee, the Stip is weighted at a minimum of 70% of the financial target of economic Value added (eVa) and a maximum of 30% of individual qualitative targets, linked to the delivery of strategic milestones. a percentage of base salary ranging from 40% to 70% is targeted. Depending upon achievement against the targets, the incentive is paid in cash.

the ltip is a stock bonus plan. the plan establishes targets for total Shareholder return (tSr) to exceed an index of in- dustry peers by 12% per year on average over three years. the second target is earnings per Share (epS) to increase by 50% over the same three-year period. if targets are met, shares are granted. the maximum number of shares to be granted is capped at the start of the plan. the grant amount is calculated as a percentage of base salary and can range from 25% to 200% of base salary. individual investment in lonza shares is a mandatory prerequisite for participation in the plan.

the ltip does not provide any compensation for the management committee until 2009, therefore a three-year “Bridge the Gap” plan was also launched in 2006. this plan provides share grants for the management committee. the shares were granted in January and will vest over a one- to three-year period.

members of the management committee receive customary additional benefits such as a company car, health insur- ance and in some cases contributions to children’s education.

management committee compensation the acting members of the management committee and those who gave up their functions in the year under review received for their contributions and time served in 2007 cHF 6.813 million (2006: 7.772 million)1 in cash and additional benefits and 51 954 shares (2006: 66 610 shares), equivalent to a value of cHF 3.302 million (2006: 3.908 million).

management committee’s compensation 2006 2007 million cHF/number of shares

Base Salary and incentive in cash1 5.154 6.120 post-employment benefits2 0.2270.298 other benefits3 0.387 0.395 termination benefits 2.0040.000 share-/option-based payments4 number of shares 66 61051 954 Value of shares 3.9083.302 total 11.680 10.115

1 includes incentive 2007, paid in march 2008 2 Social security and pension fund 3 e.g., company car, health insurance and tuition 4 the fair values were calculated using the market price at grant date according to iFrS 2, see note 25 in the financial part of the lonza annual report 2007.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 remuneration report compensation of themanagement committee 105

the highest compensation conferred on a member of the management committee was paid to mr. Stefan Borgas. mr. Borgas received cHF 2 408 538 paid in cash and shares to a value of cHF 1 310 540. this includes the shares of the ltip, and the “Bridge the Gap” plan, which are blocked between one and three years. in 2007, there were seven members on the management committee. one member of them relinquished her function as of 1 June 2007 and another member was appointed by the Board of Directors as of 1 august 2007. the average number of management committee members during the year was 5.8 full-time equivalents. the members of the Board of Directors and the management committee who gave up their functions did not receive any credits or benefits in kind. in 2007, no severance payment was made to any member of the management committee who gave up his or her function.

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share ownership and opitons for the Board of directors and management committee

Share ownership Based on information available to lonza Group ltd, the members of the Board of Directors and parties closely associated with them1 held per 31 December 2007 60 295 (2006: 49 110) registered shares in lonza Group ltd at 31 December 2007 and controlled 0.1% (2006: 0.1%) of the share capital. none of the directors owns shares in the Group’s subsidiaries or associates.

the members of the management committee and parties closely associated with them1 held 9 164 (2006: 5 093) reg- istered shares in lonza Group ltd per 31 December 2007.

Share ownership of acting members of the Board of Directors and management committee as of 31 December 2007: Board of directors lonza shares management committee lonza shares (number) (number)

rolf soiron 18 492 stefan Borgas 6 225

richard sykes 12 036 uwe Böhlke 108

Julia higgins 4 219 marcela Č echov á505

peter Kalantzis 11 726 toralf haag 683

gerhard mayr 3 979 stephan Kutzer 624

peter wilden 9 843 lukas utiger 1 019

options under various option schemes instituted since 2000 up to 2005, the following options were granted to the members of the Board of Directors and the members of the management committee. as of 31 December 2007 the fol- lowing options were held:

issue 200320042005 total

Board of directors2 0000 management committee2 00240 000 240 000 ratio 10:1 10:1 10:1 strike price in chf 77.00 64.2573.80

the options vest after three years from grant date and become exercisable thereafter for a period of two years. after the exercise period, the options lapse without compensation. the following members of the management committee hold these options at 31 December 2007: Stefan Borgas: 100 000 options; marcela Čechová: 30 000 options; Stefan Kutzer: 50 000 options and lukas utiger: 60 000 options.

Details on the development of the lonza option plan are published in note 25 in the financial part of the lonza annual report.

additional remuneration During the year under review, none of the members of the Board of Directors or the manage- ment committee or parties closely linked to such persons has billed honoraria or other remunerations to lonza Group ltd or any subsidiaries for additional services performed.

1 Spouse, children below 18, any legal entities that they own or otherwise control, or any legal or natural person who is acting as their fiduciary 2 acting members

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 corporateGoVernance contents 109

corporate governance

110 groupstructure andshareholders

112 capital structure

114 Boardofdirectors

120 management committee

124 compensation,shareholdings andloans

124 shareholders’participation rights

125 changes of control anddefense measures

125 auditors

127 information andKey reportingdates

< rat Hepatocyte, enlarged 2300 times, is shown exploring the surface of a culture vessel. Hepatocytes are an essential tool for assessment of the toxicity of drugs, and are offered to Bioscience customers engaged in the research and development of new drugs.

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1. group structure and shareholders

lonza Group ltd, a holding company under Swiss law, is fully committed to good corporate governance. as an internationally active company, lonza complies with the local rules and reg- ulations of all countries in which it does business. lonza’s corporate governance is measured against the SWX Swiss exchange’s “Directive on information relating to corporate Governance” (corporate Governance Directive, DcG). the principles and rules of lonza Group ltd are laid down in the company’s articles of association1 , the regulations Governing internal organiza- tion and Board committees including their charters2 , and the code of conduct3 . the Board of Directors reviews these principles and rules regularly in the light of prevailing best practices.

Detailed information on governance matters is also displayed on the company’s website www.lonza.com/group/en/company/about/governance.html.

1.1 operational group structure lonza is one of the world’s leading suppliers to the pharmaceutical, healthcare and life-science industries.its productsand services span its customers’ needs from research to final product manufacture. lonza is the global leader in the production and support of active pharmaceuti- cal ingredients, both chemically as well as biotechnologically. Biopharmaceuticals are one of the key growth drivers of the pharmaceutical and biotechnology industries. lonza has strong capabilities in large and small molecules, peptides, amino acids and niche bioproducts which play an important role in the development of novel medicines and healthcare products. lonza is a leader in cell-based research, endotoxin detection and cell therapy manufacturing. lonza is also a leading provider of value chemical and biotech ingredients to the nutrition, hygiene, preservation, agro and personal care markets.

lonza is headquartered in Basel, Switzerland. its activities are organized in three divisions. the divisions function as profit centers and bear full responsibility for their respective business ac- tivities.

a detailed description of lonza’s worldwide activities is available on lonza’s website: www.lonza.com/group/en/company/overview.html.

organizational structure

external audit Board of Directors lonza audit Services

management committee

exclusive Synthesis & Bioscience life Science ingredients Biopharmaceuticals

1 www.lonza.com/group/en/company/about/governance/articles.html. 2 www.lonza.com/group/en/company/about/governance/bylaws.html. 3 www.lonza.com/group/en/company/about/governance/policies.html.

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Holding company, principal Subsidiaries and affiliates lonza owns directly or indirectly all com- panies worldwide belonging to its Group. they represent 97.3% of the revenue of the Group.

principal subsidiaries1 in 2007, lonza acquired the research products and microbial pharma- ceuticals business from cambrex corporation and integrated the research products companies into its new Bioscience division and the microbial pharmaceuticals companies in its exclusive Synthesis and Biopharmaceuticals division. the principal subsidiaries are show n on page 26 of the financial part of the lonza annual report 2007.

1.2 principal shareholders the following table outlines the identities of those lonza Group ltd shareholders and their respective shareholdings with more than 3% (2006: 5%) of voting rights (according to informa- tion received from these shareholders):

principal shareholders 31.12.2006 % 31.12.2007 % number of shares at cHF 1 par value

Franklin templeton companies, llc, Fort lauderdale (uSa) 4 885 792 9.68 4 885 792 9.68 the capital Group companies, inc., los angeles (uSa) 2 642 806 5.24 2 642 806 5.24 lonza Group ltd, Basel (Switzerland), and lonza Finance limited, St. Helier, Jersey (GB) n.a. 2 879 412 5.71 emS-chemie Holding aG, Shares 1 415 540 (2.81) reichenau (Switzerland) call options 950 000 (1.83) n.a. 4.64 marsico capital management, llc, Denver (uSa)3 n.a. 2 399 359 4.76 manning & napier advisors, inc., Fairport (uSa)4 n.a. 1 921 226 3.81 threadneedle asset management Holdings ltd, london (GB) n.a. 1 565 300 3.10

lonza Group ltd knows of no other shareholder(s) that owned more than 3% of the total share capital of lonza Group ltd as of 31 December 2007. to the best knowledge of lonza Group ltd, the above-mentioned shareholders are not linked by any shareholders’ agreement or similar arrangement with respect to their shareholdings in lonza Group ltd or the exercise of share- holders’ rights.

1.3 cross-shareholdings lonza Group ltd has not entered into any cross-shareholdings.

1 all companies belonging to lonza Group are non-listed entities 2 abbreviation of currencies in accordance with iSo standards 3 changes until printing: 2 560 249 (5.07%) 4 changes until printing: below 3%

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2. capital structure

2.1 share capital the share capital of lonza Group ltd as of 31 December 2007 is cHF 50450000, fully paid-in and divided into 50450000 registered shares with a par value of cHF 1 each.

shareholder structure 2006 1 20071 Shareholders Shares shareholders shares % % % %

Switzerland 92.46 19.17 90.28 18.48 united Kingdom 0.70 23.84 1.24 23.62 Germany 2.20 1.05 2.45 0.71 uSa 1.37 7.76 2.24 6.70 others 3.25 7.80 3.77 13.57 Shares in transit 34.25 31.21 treasury shares without voting rights 0.02 6.13 0.02 5.71 total 100.0 100.0 100.0 100.0 total number of shares 50 450 000 50 450 000

2.2 authorized and conditional capital as of 31 December 2007, lonza Group ltd has conditional capital of cHF 2 500 000 at its dispos- al. this conditional capital was created by the annual General meeting held on 11 april 2005. the details and conditions are set out in article 4 bis of the company’s articles of association.

2.3 changes in capital 2.3.1 Share capital and registered Shares

2005 1 2006 1 20071

Share capital in cHF 50 450 000 50 450 000 50 450 000 registered shares 50 450 000 50 450 000 50 450 000 par value in cHF/share 1 1 1

2.3.2 changes in lonza Group ltd capital and reserves

Financial year Financial year financial year cHF 2005 1 2006 1 20071

Share capital 50 450 000 50 450 000 50 450 000 General legal reserve 25 225 000 25 225 000 25 225 000 reserve for own shares 336 251 047 337 929 138 324 375 279 available earnings brought forward 814 838 497 910 508 472 937 737 963 total capital and reserves 1 226 764 544 1 324 112 610 1 337 788 242 net income for year 158 803 356 85 223 796 264 558 049

For additional information, please refer to the consolidated statement of shareholders’ equity, displayed on page 17 in the financial part of the lonza annual report 2007.

1 as of 31 December

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2.4 shares and participation certificates lonza Group ltd registered shares, with a par value of cHF 1 each, are listed on the SWX Swiss exchange and included in the Swiss leader index (Sli). they are traded on the virt-x, an elec- tronic trading system in london.

lonza Group ltd has not issued any participation certificates (non-voting shares).

Security number: 001384101 (valor), iSin cH0013841017, stock symbol: lonn (telekurs)

on 31 December 2007 lonza had a market capitalization of cHF 6 932million (2006: cHF 5312 million).

2.5 Bonus certificates lonza Group ltd has not issued any non-voting equity security (Genussscheine, bonus certificate).

2.6 limitations on transferability and nominee registrations purchasers of registered shares declaring that they have acquired these shares in their own name and for their own account will be entered without limitation as shareholders with voting rights in the share register. persons who do not declare to have acquired the respective shares in their own name and for their own account are considered “nominees” and will be entered with voting rights in the share register up to a maximum of 2% of the share capital unless the actually entitled persons are revealed. the details are set out in article 6 of the company’s ar- ticles of association1 .

2.7 convertible Bonds and options convertible Bond in July 2005, lonza Finance limited, St. Helier, Jersey (Great Britain), raised cHF 430 million via a convertible bond, due 2009, with a 1.5% p.a. fixed interest rate. the bond is convertible into lonza Group ltd shares from 25 august 2005 up to and including 1 July 2009 at a conversion price of cHF 91.70 per share. each bond of cHF 5 000 principal amount is con- vertible into 54.52563 shares with a par value of cHF 1 each. the usual risk with convertible bonds is that the conversion will not be executed at the end of the conversion period.

the net proceeds from the offering were used for the refinancing of the convertible bond which expired 28 June 2006 and for general corporate purposes.

in conjunction with this convertible bond lonza Finance limited, St. Helier, Jersey (Great Brit- ain), reserved 2222222 shares in lonza Group ltd, with a par value of cHF 1 each. For the re- mainder, lonza Finance limited has access to the shares which will be created out of the condi- tional capital of lonza Group ltd in case the convertible bond is converted in full.

options options granted to the members of the Board of Directors and the members of the management committee are contained in the consolidated financial part of the lonza annual report 2007 (page 79, note 33.5). Disclosure of all options outstanding is provided in the notes to the consolidated financial statements as specified in the financial part of the lonza annual report 2007. no further options or similar instruments have been issued by lonza Group ltd or any of the Group entities.

1 www.lonza.com/group/en/company/about/governance/articles.html.

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3. Board of directors

3.1 members of the Boardofdirectors the Board of Directors is made up of non-executive members and comprises two Swiss and four non-Swiss members.

the members of the Board of Directors as of 1 January 2007 were as follows:

name nationality year of position held year of expiration birth initial of current appointment term of office

chairman of the Board of Directors and member of the nomination rolf soiron Swiss 1945 and compensation committee 2005 2008

Vice-chairman of the Board of Directors and chairman of the nomination sir richardsykes British 1942 and compensation committee 2003 2008

member of the Board of Directors and chairwoman of the dame Julia higgins British 1942 Scientific advisory process 2006 2008

member of the Board of Directors Swiss and member of the audit peter Kalantzis and Greek 1945 and compliance committee 1999 2008

member of the Board of Directors and member of the audit gerhard mayr austrian 1946 and compliance committee 2006 2008

member of the Board of Directors and chairman of the audit peter wilden German 1957 and compliance committee 2004 2008

the current members of the Board of Directors will stand for re-election for a term of one year.

3.2 activities and functions of the members of the Board of directors rolf Soiron Holds a phD in history from the university of Basel and a pmD from the Harvard Business School

– chairman of the Board of Directors of lonza Group ltd, Basel (since april 2005)

– chairman of the Board of Directors of nobel Biocare Holding ltd, Zurich (since 2003) – chairman of the Board of Directors of Holcim ltd, Jona (since 2003) and member of the Board (since 1994) – member of the Board of Directors of Jungbunzlauer Group, Basel (since 1993) – managing Director of Jungbunzlauer Group, Basel (2001 – 2003) – ceo of Jungbunzlauer Group, Basel (1993 – 2001) – Sandoz Group – coo and Head of pharma in Basel (1992 – 1993), Group Vice president agribusiness uSa in new York (1988 – 1992) – protek Group (orthopedic implants) president and ceo in Berne (1983 – 1987) – Sandoz Group – various functions in Human resources, Finance and corporate in Basel (1972 – 1983) – chairman of the Basel university council (1995 – 2005)

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Sir richard Sykes Holds a phD in microbial Biochemistry from Bristol university and DSc from the univer- sity of london. Fellow of the royal Society. member of a number of government and scientific committees. Holds a number of honorary degrees and awards from institutions both in the uK and overseas. received his knighthood in the new Year Honours list for services to the pharmaceutical industry (1994).

– Vice-chairman of the Board of Directors of lonza Group ltd, Basel (since april 2005) – member of the Board of Directors of lonza Group ltd, Basel (since march 2003)

– rector of imperial college, london (since January 2001) – member of the Board of Directors of rio tinto plc (since 1997) – chairman and chief executive of Glaxo Wellcome plc, london (1997 – 2002) – Served as president of the British association for the advancement of Science (1998 – 1999) – Deputy chairman and chief executive of Glaxo plc (1993 – 1997) – Deputy chief executive of Glaxo Group research ltd, london, and Group research and Development Director of Glaxo plc, london, and chairman and chief executive of Glaxo Group research ltd (1987 – 1993) – Vice-president, infectious and metabolic Diseases, Squibb institute for medical research, princeton, newJersey(1983 –1986) – Director of microbiology and associate Director, Squibb institute for medical research, princeton, newJersey(1979 –1982) – Head of the antibiotic research unit of Glaxo research ltd, london (1972 – 1978)

Dame Julia Higgins Holds a B.a. Honours in physics and a D.phil. from the Department of physical chem- istry at the university of oxford. Fellow and member of a number of scientific institutions in the uK and overseas, e.g. royal Society, royal academy of engineering, royal Society of chemistry and the american chemical Society. Honored with the DBe (Dame commander of the order of the British empire).

– member of the Board of Directors of lonza Group ltd, Basel (since march 2006)

– president of the association for Science education (January 2007 – January 2008) – principal of the Faculty of engineering, imperial college, london (September 2006 – September 2008) – chairwoman of the engineering and physical Sciences research council (2003 – 2007) – Foreign Secretary and Vice president of the royal Society (2001 – 2006) – trustee of the national Gallery (since 2001) – Daphne Jackson memorial Fellowships, trustee (since 1994) – professor of polymer Science, imperial college london, Department of chemical engineering and chemical technology (since 1989); emeritus and Senior research investigator (from 2007) peter Kalantzis Holds a phD in economics from the university of Basel

– member of the Board of Directors of lonza Group ltd, Basel (since September 1999) – executive Vice president of alusuisse lonza Group ltd, Zurich (1991 – 2000) – Held various positions in lonza ltd, Basel (1971 – 1990)

– member of the Board of Directors of von roll Holding ltd, Gerlafingen (since 2007) – member of the Board of Directors of cnH Global n.V., amsterdam (since 2006) – chairman of the Board of Directors of clair Finanz Holding ltd, cham (since 2004) – member of the Board of Directors of lamda Development ltd, athens (since 2004) – member of the Board of Directors of Hansa aG, Baar (since 2003) – member of the Board of Directors of paneuropean oil and industrial Holdings Sa, luxembourg (since 2002) – chairman of the Board of Directors of mövenpick Holding, cham (since 2001) – chairman of the Board of Directors of privatair Holding Sa, Geneva (since 2001) – acting president of the Swiss Society of chemical industries (2001 – 2002) – member of the executive Board of economiesuisse (2001 – 2002)

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Gerhard mayr Holds a masters Degree in chemical engineering from the Swiss Federal institute of technology (etH) Zurich, and a master of Business administration from Stanford university.

– member of the Board of Directors of lonza Group ltd, Basel (since march 2006)

– member of the Board of , inc., Hüneberg (since may 2007) – member of the Board of ucB Sa, Brussels (since 2005) – member of the Board of Directors of omV aG, Vienna (since 2002) – executive Vice president of eli lilly & company with responsibility for global pharmaceutical operations (1999 –2004) – member of the Board of project Hope, uSa (since 2002) – member of the Board of the Vienna Science, research and technology Foundation (since 2002) – member of the circle of patrons of inSeaD Business School (since 2000) – member of the uS-egypt president’s council (1999 – 2004) – member of the Board of the european Federation of the pharmaceutical industry (1995 –1997 and 2000 –2002)

peter Wilden Holds a degree in business administration and information technology, as well as a phD in business administration from the university of Kiel.

– member of the Board of Directors of lonza Group ltd, Basel (since march 2004)

– executive Vice-president Finance and chief Financial officer of Ferring pharmaceuticals in lausanne, Switzerland (since 2000) – member of the Board of trace Biotech aG, Braunschweig, Germany (1999 – 2002) – Held various managerial positions in the Ferring Group (1991 – 2000) – consultant for mak Data System, Kiel, Germany, and the Krupp network (1988 – 1991) – management assistant with Krupp maK maschinenbau GmbH, Kiel, Germany (1986 – 1988) – Scientific assistant of the Kiel institute of World economics (1983 – 1986) – member of various scientific research organizations in Germany, the united States and the netherlands.

3.3 cross-involvement Besides their mandate for lonza Group, none of the members of the Board of Directors or par- ties closely linked to such persons had any cross-involvement or important business connec- tions with lonza in the period under review.

3.4 elections and terms of office each member of the Board of Directors is individually elected by the annual General meet- ing for a term of one year; re-election is possible. the Board constitutes itself and elects from amongst its members the chairman, the Vice-chairman and the Board committees.

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3.5 internal organizational structure in accordance with the law and the articles of association, the Board of Directors is the su- preme management body of the Group. it consists of the chairman, the Vice-chairman and the other members. in accordance with the articles of association the number of members must be at least three. the term of office for all members of the Board of Directors is one year, re-election is possible with an age limit of 70.

the members of the Board of Directors sat on the following committees in 2007:

audit and compliance nomination and compensation committee committee

rolf soiron

sir richard sykes

peter Kalantzis

gerhard mayr

peter wilden

chairman chairman member member

Since 2006 Dame Julia Higgins has been acting as chairwoman of the Scientific advisory pro- cess, a Group-wide internal forum for the enhancement and exchange of scientific ideas, re- search and development for technologies, applications and processes.

audit and compliance committee the audit and compliance committee meets and consults regularly with the management committee, internal auditing and the independent auditors to reviewthe scope and results of their work and their performance according to the audit and compliance committee charter. internal and external auditors have full and free access to the audit and compliance committee. the audit and compliance committee reviews the systems of internal control and financial reporting, and compliance with laws and regulations. the audit and compliance committee also oversees internal auditing. the audit and compli- ance committee is fully empowered to decide the tasks assigned to it and it regularly informs the Board of Directors on all matters discussed and decided in its meetings.

nomination and compensation committee the nomination and compensation committee is entrusted, for example, with the review and recommendation of compensation policies and programs (e.g. incentive compensation and equity plans), the chairman’s and the ceo’s com- pensation based on their performance, as well as the compensation of the members of the management committee and key executives. this committee also makes an assessment to ensure that the area of nomination and compensation is in compliance with the standards set forth in the associated charter. Further, the nomination and compensation committee is continuously evaluating potential members of the Board of Directors. With regard to the tasks assigned to it the nomination and compensation committee regularly informs the Board of Directors on all matters discussed in its meetings and submits proposals for decision by the Board in accordance with the nomination and compensation committee charter.

in 2007 the members of the audit and compliance committee attended an iFrS workshop and the members of the Board of Directors attended an executive awareness seminar on “cor- porate Governance and management responsibilities in the contemporary pharmaceutical industry”.

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attendance and main topics Detailed information on attendance at Board and committee meetings in 2007 is provided in the following table:

Boardof audit and nomination and Directors compliance committee compensation committee

number of meetings 8 1 6 4

overall attendance 94% 100% 100%

main topics –implementation of the –review of short-term incen- internal control System tive objectives and calcula- (icS) tion basis

–review / update risk man- –establishment of long-term agement incentive programs

–implementation of internal – review of Hr Strategy audit findings –meetings / Discussion with – review of Succession plans external auditors

in addition, members of the Board of Directors supported the management committee through regular individual contacts.

3.6 definition of areas of responsibility the Board of Directors is responsible for the tasks assigned to it according to (i) article 18 of the company’s articles of association and (ii) the regulations Governing internal organization and Board committees. the Board of Directors defines the strategic direction and is responsible for the ultimate management of lonza as well as the supervision of the persons entrusted with Group management, especially with regard to compliance with the law, the articles of associa- tion, the regulations and the directives and is entitled to issue the necessary instructions. in compliance with the law and the articles of association, the Board of Directors has delegated the management of the company to the management committee, with the exception of non- delegable and inalienable duties.

organizational Structures and control instruments the Board of Directors continues to com- mit itself to maintaining the highest standards of integrity and transparency in its governance of lonza. on an annual basis, the Board undertakes a self-assessment process and also par- ticipates in an assessment by the management committee. the aim is to achieve continuous improvement in the functioning of the Board. the regulations Governing internal organiza- tion and Board committees set out in detail the powers and responsibilities of the Board of Directors, its committees and the management committee. the standing Board committees in the areas of audit/compliance and nomination/compensation provide modern corporate governance guidance and support to the Board of Directors. the code of conduct expresses lonza’s core principles and values in professional business conduct, and provides assistance in recognizing, understanding and complying with the laws and ethical standards that govern lonza’s business activities.

Broad supervisory and reviewing powers are held by the Board of Directors which is directly supported by internal auditing.

1 two by way of telephone conferences, three half- and three full-day meetings (all with participation of the management committee)

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the regulations Governing internal organization and Board committees confer on the ceo the duty to inform the management committee and – together with the chairman – the Board of Directors on the business activities and all important business transactions including risk issues. the Board of Directors meets periodically with the management committee or its sub- committees for business updates and decisions to be taken.

3.7 information and control instruments lonzahas asystem of internal financial and accounting policies,proceduresand controls to provide a reasonable assurance, given the inherent limitations of all internal control systems, at appropriate cost, that transactions are executed in accordance with company authorization, that they are properly recorded and reported in the financial statements, and that assets are properly safeguarded. lonza audit Services comprise five experts who oversee the finance, op- erational and process activities of the Group with a risk-based audit program. they continually evaluate the adequacy and effectiveness of this system of internal accounting policies, proce- dures and controls, and take appropriate action to correct deficiencies as they are identified. in 2007, they delivered 35 internal audit reports to the audit and compliance committee.

in addition to the documents required to pass resolutions, the Board of Directors receives the following reports at its regular meetings:

–reports on the sales and earnings performance of the companywith the relevantmarket information in the same period since the beginning of the year, structured by divisions/business sectors with the main sales areas and key product groups –reports on the cash flows, debt and debt-equity ratio, plus other relevant key figures for the Group –Qualitative assessments of the divisions/business sectors and major subsidiaries –audit reports prepared by the internal and external Group auditors –analysis of the shareholder structure –annual overview of the Group’s key staff benefit schemes including pension funds –in cases involving extraordinary events of considerable commercial relevance, the Board of Directors receives direct, immediate information –reports encompassing the subject of risk assessment are submitted at least once per year, designed to provide the Board with a consistent, Group-wide perspective of key risks accord- ing to specific criteria

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4. management committee

the management committee is appointed by the Board of Directors of lonza Group ltd. it per- forms the duties assigned to it by the Board of Directors, either under the terms of the regula- tions Governing internal organization and Board committees or additional tasks as delegated. it is responsible for leading lonza and for developing and implementing the lonza policy and strategy after approval by the Board of Directors. it supports and coordinates the activities of the divisions, business sectors and the corporate functions. the management committee is also responsible for leadership development and succession planning.

4.1 members of the management committee at 1 January 2008, the management committee consisted of six active members.

name nationality year current function of birth

stefan Borgas German 1964 chief executive officer

uwe h. Böhlke German 1964 Head of the exclusive Synthesis business sector

marcela Čechová czech 1955 Head of Global Human resources

toralf haag German 1966 chief Financial officer

stephan Kutzer German 1965 Head of the Biopharmaceuticals business sector

lukas utiger Swiss 1963 Head of the life Science ingredients division

in the reporting year, Jeanne thoma who was appointed Head of microbial control relin- quished her function as member of the management committee; she was replaced by marcela Čechová.

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 members of the lonza management committee: lukasutiger Stephan Kutzer marcela Čechová Stefan Borgas toralf Haag uweH.Böhlke

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4.2 activities and functions of the members of the management committee

Stefan Borgas Holds a degree in business administration from the university of Saarbruecken and a lic. oec. HSG degree (mBa) from the university of St. Gallen

– chief executive officer (since June 2004)

– Worked in various functions for the BaSF Group (1990 – may 2004): Group Vice-president, regional Business unit Fine chemicals north america, BaSF corp. (2003 – may 2004) Group Vice-president, regional Business unit Fine chemicals europe, africa, middle east, BaSF aG, ludwigshafen (2001 – 2003) Director Strategic marketing animal nutrition, Fine chemicals Division, BaSF aG, ludwigshafen (1998 – 2001) Group logistics manager, engineering plastics, BaSF corp. (1995 – 1998)

uwe H. Böhlke Holds a degree and a phD in mechanical engineering as well as a degree in economics from rWtH aachen university

– member of the management committee and Head of the exclusive Synthesis business sector (since January2007)

– Held various positions at ScHott aG, mainz (1996 – 2006): executive Vice-president of the global business unit “Home tech” (2003 – 2006) Vice-president Global “research and Development” (1998 – 2003) additional global assignment “intellectual properties” (2001 – 2003) Vice-president “corporate engineering and Special machines” (1996 – 1998) – Worked in various functions for Fraunhofer-Gesellschaft, munich; institute of production technology, aachen ( 1990 – 1996): chief engineer and member of institute management (1994 – 1996) consultant in technology and innovation management (1990 – 1994)

marcela Čechová Holds a master’s Degree in Foreign trade from the university of economics, prague

– member of the management committee and Head of Global Hr (since august 2007) – Site manager lonza Biotec s.r.o (January 2005 – July 2007) – Head of Sector Hr, lonza exclusive Synthesis, lonza custom manufacturing and lonza Biotec (June 2002 – December 2004)

– Vice-president of Hr, Vice-chairman at upc, Čr, a.s, prague (may 1998 – march 2002) – consultant at Korn/Ferry international, prague (September 1996 – april 1998) – Senior negotiator at Jones lang Wootton, prague (June 1995 – august 1996) – managing Director at realia invest, s.r.o. prague (January 1992 – may 1995) – Sales and marketing positions at pragoexport, Foreign trade corporation, prague ( September 1975 – December 1991)

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toralf Haag Holds a degree in business administration from the university of augsburg and a phD from the university of Kiel

– member of the management committee and chief Financial officer (since august 2005)

– chief Financial officer and member of the management Board at norddeutsche affinerie aG, Hamburg (2002 – august 2005) – ceo (president) Stamping & Frame Division of the Budd company Detroit, a subsidiary of thyssenKrupp automotive (2000 –2001) – Director Finance, m&a and corporate Development, the Budd company Detroit (1997 –1999) – assistant to the ceo of thyssen Handelsunion aG, Düsseldorf (1994 –1996)

Stephan Kutzer Holds a phD in chemical engineering from the technical university of munich

– member of the management committee (since July 2005) – Head of the Biopharmaceuticals business sector (since June 2005) – Head of performance chemicals (2003 –may 2005) – Site manager of lonza Bayport, tX, facilities (november 1999 –December 2002) – assistant production manager in lonza Guangzhou ltd., Guangzhou, china (July –September 1999) – Joined lonza in 1996 as assistant production manager at Visp and became production manager nicotinates in 1998.

lukas utiger Holds a phD in chemical engineering from imperial college, london

– member of the management committee (since august 2001) – Head of the life Science ingredients division (since august 2006) – Head of the exclusive Synthesis business sector (august 2001 – December 2006) – Head of research and Development for exclusive Synthesis (october 2000 – July 2001) – Joined lonzaasr&D chemist in 1992and became r&D groupleader forfine chemicals in 1998

– acquired his business experience at ici chemicals & polymers Division in runcorn (from 1988 – 1992)

4.3 management contract lonza Group ltd and its subsidiaries have not entered into management contracts with third parties.

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5. compensation, shareholdings and loans

Details on Board and management compensation (compensation report) are contained in the consolidated Financial report (page 76, note 33) and in the remuneration report (page 95).

6. shareholders’ participation rights

6.1 voting-rights restrictions and representation only persons with valid entries in the share register are recognized as shareholders or usufruc- tuaries. a shareholder may only be represented at the annual General meeting by a legal repre- sentative or – by way of written proxy – by another shareholder entitled to vote, the appointed representative of the corporate body, the independent proxy or an assignee of proxy votes for deposited shares.

each share has the right to one vote.

the shares held by lonza Group ltd are not entitled to vote at the annual General meeting and bear no dividend.

lonza may use an electronic voting system for all the resolutions to be taken at its annual General meetings.

6.2 statutory Quora except as otherwise stipulated by law, an absolute majority of the votes represented at the an- nual General meeting is required for resolutions and elections.

For certain important matters such as the change of the company purpose and domicile, the dissolution of the company without liquidation, and matters relating to capital changes, ar- ticle 704 of the Swiss code of obligation provides for a two-thirds majority of votes cast repre- senting an absolute majority of nominal values of shares represented.

6.3 convocation of shareholders’ meetings ordinary Shareholders’ meetings are called in accordance with the law and the company’s ar- ticles of association. extraordinary Shareholders’ meetings must be called upon resolution of a Shareholders’ meeting or if demanded by one or more shareholders representing at least 5% of the share capital.

lonza posts the invitations to shareholders at least 20 working days before the annual General meeting and publishes it on its website as well as in the Swiss official Gazette of commerce and several newspapers.

6.4 agenda one or more shareholders representing together shares with a par value of cHF 100000 may request an item to be included in the agenda of Shareholders’ meetings. the request to include an item must be submitted in writing at least 40 days before the meeting, stating the item to be included and the motions.

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6.5 entry in the share register purchasers of lonza Group ltd shares may submit a request to be entered, without limitation, as shareholders with voting rights in the shareregister,provided theyexpresslydeclarethat they have acquired these shares in their own name and on their own account. Special rules ex- ist for persons who do not expressly declare in the entry application that they hold the shares on their own account (nominees).

there are no special statutory rules concerning a deadline for entry in the share register. the share register is regularly closed three working days before the annual General meeting.

7. changes of control and defense measures

7.1 duty to make an offer an offertoacquireall shares must be made in accordance with art. 32SeSta (Federal actonStock 1 exchange and Securities trading) if the threshold of 33 / 3 of the voting rights is exceeded. no spe- cial opting-out or opting-up dispositions are contained in the company’s articles of association.

7.2 clauses on changes of control clauses on changes of control are not part of any employment agreements or benefit plans.

8. auditors

8.1 duration of the mandate and term of office of the head auditor Since 1999, KpmG ltd, Badenerstrasse 172, cH-8026 Zurich 4, Switzerland, has held the man- date as the external statutory auditors of lonza Group ltd and the Group.

the auditing company is elected for a term of one year.

Hanspeter Stocker from KpmG ltd has been the auditor in charge since 1 april 2005.

the Board of Directors proposes that KpmG ltd be re-elected as statutory auditors and Group auditors for the business year 2008.

Head of internal audit of lonza: emilio rubio, Basel (Switzerland)

8.2 auditing honorarium lonza Group paid KpmG ltd cHF 2.232 million (2006: cHF 2.007 million) for professional ser- vices rendered in connection with the audit of the Group’s annual financial statements and other audit-related activities.

8.3 additional honorarium KpmG ltd received a total fee of cHF 0.044 million (2006: cHF 1.696 million) for other services rendered to lonza.

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8.4 supervisory and control instruments vis-à-vis the auditors the audit and compliance committee is responsible for evaluating the external auditors on behalf of the Board of Directors. in the reporting year, there were three joint meetings with the representatives of the external auditors.

the audit and compliance committee reviews lonza’s financial reporting process on behalf of the Board of Directors. management is responsible for the financial statements and the report- ing process, including the system of internal controls.

the independent statutory auditor, KpmG ltd, is responsible for expressing an opinion on the accounting records and the financial statements prepared in accordance with Swiss law and the company’s articles of association. as independent group auditors, KpmG ltd, is responsi- ble for expressing an opinion on the consolidated financial statements (balance sheet, income statement, cash flow statement, statement of changes in equity and notes) prepared in accor- dance with the international Financial reporting Standards (iFrS), issued by the international accounting Standards Board (iaSB), and Swiss law.

the audit and compliance committee is responsible for overseeing the conduct of these activi- ties by lonza management and the external auditors.

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9. information and Key reporting dates

lonza pursues a proactive and professional communication policy. lonza Group ltd publishes price-sensitive information in accordance with the obligation to disclose price-sensitive facts as required by the SWX Swiss exchange.

corporate communications reports directly to the chief executive officer while investor relations is within the corporate communications organization. on basic matters of general corporate pol- icy, corporate communications receives its guidelines from the management committee.

lonza Group ltd provides all shareholders entered in the share register with an annual report (on request only) as well as with the full and half-year results. these reports are also available on the company’s website www.lonza.com.the website is regularlyupdated and provides relevant information such as share price development, news releases and presentations. it also contains an electronic version of the annual report.

media conferences and analyst meetings take place at the company’s headquarters and other venues or by conference call. lonza manages an annual program of investor meetings.

investors, potential investors, as well as financial analysts, are also welcomed at the company’s headquarters in Basel.

anticipated Key reporting dates the list of all corporate events of special interest is subject to change during the year as dates are adjusted and added.

annual General meeting for the financial year 2007 26 march 2008, 10.30 am convention center, mcH Swiss exhibition (Basel) ltd, Basel

Half-year report 2008, analysts’ meeting 23 July 2008

Full-year report 2008, analysts’ meeting 28January 2009

annual General meeting for the financial year 2008 8 april 2009 convention center, mcH Swiss exhibition (Basel) ltd, Basel

Dividend transfer to Banks as a rule, lonza Group pays the dividend to its shareholders on the fourth business day following the annual General meeting.

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safety, health and environment

130 commitment to sustainaBility

131 goalsand performance

133 regions

136 from Brownfield to Business parK

< larch arabinogalactan, enlarged 280 times, is an ingredient for food and dietary supplements for both humans and animals, and can also be used in personal care products.

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commitment to sustainability

lonza is committed to operations and practices which prevent harm to people and damage to the environment or property. our principles for safety, health and environment (SHe), which are derived from the company’s ethical convictions, take precedence and apply throughout the Group.

lonza is fully committed to the principles of sustainable development and is aware that its use of natural resources and industrial activities has an impact on man, nature and the environ- ment. We therefore strive to keep any negative effects to an absolute minimum and reduce them further in a drive for continual improvement. We are also aware of the opportunities and riskspresented byemerging technologies,for example nanotechnology,and wetakeinto account their possible impact in our risk assessments. the acquired new technology and business platform (Bioscience) extends the range of offerings to include more steps in the customers’ process, from the research laboratory to production and subsequent quality control. Be it clas- sical chemistry, biotechnological production, mammalian cell culture or bioscientific solutions, lonza applies the same SHe standards throughout the Group. in collaboration with our cus- tomers, we enhance the benefits of our products and services for the good of society. We com- mit significant financial and human resources to the achievement of this aim. in the report- ing year, a total of 216 people, 2.8% of our 7711 employees, worked directly in the SHe area. capital expenditure on SHe was cHF 11 million in 2007, equivalent to 0.4% of sales and 1.8% of the Group’s total investment in fixed assets. the operating expenses for SHe amounted to cHF 59 million, 26%higher than the previous year’s level.

in addition to internal dialogue and shared experience, lonza strives to maintain a good and balanced relationship with the authorities and the neighboring population at all its locations. We contribute to the safe handling of chemical substances and biopharmaceuticals, and the sustainable use of raw materials in particular, through our commitment to responsible care and similar programs of the , as well as our active participation in national and international bodies working in the SHe area.

careful planning, effective implementation and thorough monitoring of the measures on the basis of the SHe policy valid across the Group are fundamental to continual improvement in the SHe area at lonza. the risk-profile matrix that is binding on all production sites worldwide is applied at all sites for new and modified biopharmaceutical and chemical processes. Key figures on industrial safety, resource consumption, emissions and waste management mea- sure our progress in the SHe field and enable us to identify weak points and establish goals. regular internal and external audits serve as a check on compliance with internal and external standards. During the reporting year, the corporate SHe department comprehensively audited twenty production or warehouse sites for SHe systems and performance, and paid numerous visits to lonza Group sites to support local management in their endeavors to comply with in- ternal and external standards. in the event of an incident, each site has a local, trained response unit at its disposal for crisis and incident management. a group-wide incident communica- tion system ensures reporting to the management committee and enables the responsible decision-makers to act immediately.

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goals and performance

occupational accidents Goals in 2005, on the basis of the long-term strategy and in per 1 000 000 hours worked (ltiFr) alignment with our obligations under the responsible care sys- tem, the management committee formulated five-year SHe goals for the lonza Group. the goals were revised in 2006 because of 200 1 2002 200 3 200 4 200 5 200 6 2007 restructuring of the asset portfolio through acquisitions and di- 10 vestitures.

8

safety Basis Status Status goal 6 2000-2003 end 2006 end 2007 2010 ltifr 1 4 Frequency of accidents (per 1 million hours worked) 6.6 2.6 2.9 2.0 (-70%) 2 ltisr2 Severity of accidents 0 (per 1 million hours worked) 1 100 471 427 330 (-70%)

2001-2006figuresadjusted to scope of reporting as of 2007 the accident frequency trend shows the successful and sustain- environment Basis Status Status goal able effect of safety initiatives at all sites worldwide, although 2000 end 2006 end 2007 2010 2007 was slightly less successful than 2006. We will continue 3 co2 emissions working hard towards the 2010 goal of 2.0 ltiFr and beyond. in 1000 metric tons 530 418 413 400 voc emissions4 in metric tons 520 576 510 300 air impurities5

(Voc, nox , So2 and particulate matter) in metric tons 1 050 1 180 975 900

performance Group performance reporting encompasses all sites energy with manufacturing or research and development activities as in terajoules well as headquarters. the newly acquired sites with bioscience and biopharmaceutical activities are consolidated from February 2007. 200 1 2002 200 3 200 4 200 5 200 6 2007 10000 the Group has a strong commitment to safe working conditions 8000 and the establishment of a robust safety consciousness at all sites. nevertheless, we have to report an increase in accident frequency 6000 by 10% compared with 2006. accident frequency in 2007 was 2.9 per million hours worked, clearly missing the goal set at the begin- 4000 ning of the year. Sadly, we have to report a tragic fatality which 2000 occurred in Visp (cH), where an employee fell from an elevated po- sition and was injured so severely that he passed away. By intensi- 0 fying our initiatives to achieve accident-free operations in the fu- Self-generated ture, and coupling safety targets to personal incentives for each liquid fuels employee, we are confident of resuming our momentum and get- natural gas Steam ting safety back on track in line with the defined goals. the Group net electricity is determined to meet its medium-term goal of 2.0 ltiFr, a 70%

2001-2006figuresadjusted to scope of reporting as of 2007 the total energy requirement in the year under review was 8578 terajoules, 2.7% up on the previous year. the main en- ergy sources used by lonza in 2007 were: natural gas (33%), electricity (29%) and utilization of waste (27%). liquid fossil fuels accounted for 7% of the overall energy consumption. en- ergy from hydroelectric generation belongs in the category of 1 lost-time injury frequency rate: number of accidents per 1 million hours worked 2 renewable energy sources. in the year under review, lonza ob- lost-time injury severity rate: number of hours lost by accidents per 1 million hours worked tained 64% of its electrical energy from hydroelectric sources. 3 carbon dioxide 4 Volatile organic compounds 5 nox – nitrogen oxides; So2 – sulphur dioxide

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reduction within the ten-year period 2000 to 2010. in the report- co2 emissions ing year, 14 of our 25 sites within the scope of the SHe report were in 1000 metric tons proud to report zero accidents during the year.

overall energy consumption amounted to 8578 terajoules 200 1 2002 200 3 200 4 200 5 200 6 2007 500 (2.4 million mWh), up 2.7% on the previous year. in the same peri-

od, the production volume increased by 5.5%, while total co2 400 emissions decreased by 1.3% to 413000 metric tons. energy inten- 1 300 sity and co2 intensity were further decreased, which means that, overall, the Group needs less energy and emits less co2 per pro- 200 duced metric ton of finished goods. this is attributable to a num- ber of energy efficiency measures realized at the sites. air impurity 100 intensity was reduced by a remarkable 12%, attributable mainly to 0 the significant 22% reduction in Voc emissions in Visp. lonza will co2 (non-fossil) keep up the pressure for continued improvement in the SHe sector. co2 (fossil fuels) the integration of the newly acquired businesses and the success- ful build-out of existing sites are a constant challenge in meeting high environmental and safety standards. 2001-2006 figures adjusted to scope of reporting as of 2007 total output of carbon dioxide in 2007 was 413000 metric tons, 1.3% down on the previous year. the slight increase of

co2 from fossil fuel consumption could be more than compen- sated for by a decrease of co from other, non-fossil sources. indicators 2007 (change on 2006) 2 carbon dioxide intensity, as measured by tons of co2 emitted per ton of finished goods produced, fell by 6.4%. emissions of

energy intensity 19.4 GJ/t (-2.7%) the greenhouse gas co2 generated by burning fossil fuels were 3 industrial water intensity 10.9 m /t (+1.7%) 47% of total co2 emissions in 2007.

co2 intensity 932 kg /t (-6.4%) air impurity intensity 2.47 kg /t (-12%) Hazardous waste intensity 180 kg /t (+16%)

air impurities Further details on SHe management and performance can be in metric tons found on our webpages: www.lonza.com/she. 0 1

incidents none of our plants reported major incidents or break- 20 2002 200 3 200 4 200 5 200 6 2007 1200 downs, nor were there any accidents or damage in connection with the transportation of lonza products and raw materials. We 1000 will do everything in our power to ensure that all sites continue to 800 operate safely and that no one is harmed during transportation of 600 our products to customers. 400 200 0 particulate matter

So2

nox Voc

2001-2006 figures adjusted to scope of reporting as of 2007

Volatile organic compounds (Voc) and nitrogen oxides (nox ) areresponsible for90%ofall air impurities,totalling 1094

metric tons in 2007. While nox is generated essentially by in- cineration processes, Voc emissions are the result of solvent use in production and cleaning processes. the decrease of Voc emissions by 11% in the reporting year is achieved by emission reductions at the large site in Visp. at 131 metric tons, the pro- portion of halogenated Voc represents 26% of the total Voc output.

1 intensity: consumption of a resource or emission of a pollutant in relation to the production of one metric ton of finished goods

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regions

waste categories Besides routine daily SHe activities, a lot of work was dedicated in 1000 metric tons to the successful integration of the newly acquired plants and fa- cilities. a new SHe handbook as support for local SHe managers was created and a set of ten Group-wide binding SHe guidelines 200 1 2002 200 3 200 4 200 5 200 6 2007 came into force. all manufacturing, research and development, 200 and selected warehousing sites of the new assets have been comprehensively audited for SHe performance and integrity of 150 their management systems according to existing lonza Group SHe auditing standards. For each audited site, a detailed action 100 plan was established together with local management, and all relevant items have been integrated into the business plans for 50 the reporting year as well as the future.the results from the new 0 sites, taken together with the findings of SHe audits at existing non-hazardous waste lonza Group sites, present a very positive picture, although there Hazardous waste are some gaps in the areas of security, management of incidents, prevention of downtime, and warehouse safety. these areas will be on the agenda forsome time to come and will contribute to 2001-2006 figures adjusted to scope of reporting as of 2007 our striving for continual improvementand sustainable develop- the total quantity of waste produced by lonza in 2007 was 149000 metric tons, of which 80000 metric tons consisted ment. of special (hazardous) wastes and 69000 metric tons of non- hazardous wastes or inert materials. lonza has a specialized europe Visp is the Group’s largest and most important produc- waste disposal concept at all its sites, dedicated to the principle of avoidance, recycling and environmentally sound disposal. tion center, employing some 37% of the 7700 employ ees world- compared with the previous year, lonza increased its waste wide. Safe, environmentally sound working practices are key goals generation by 9.1%. which we continued to meet in 2007. the frequency of accidents involving more than one lost working-day fell by 19%. this posi- tive outcome was achieved by safety programs on all levels and, of equal importance, the incorporation of local reduction targets final destination into employees’ individual goals. Despite all these achievements, of special waste 2007 we regret to report the tragic outcome of an accident in which an incineration employee lost his life while working in a plant warehouse. again, 87% this underlines the importance of thorough and repeated em- ployee safety training, which is another cornerstone of SHe man- agement. all plants at Visp continue to train their safety coaches, landfill who contribute to the high level of safety awareness. a special 7% two-day workshop for the 150 apprentices at Visp was organized in collaboration with the Swiss occupational safety agency (SuVa) to raise their awareness of occupational health disorders (e.g. spi- external recycling/ nal disorders, stress and burnout). the handling of industrial-scale processing production of highly active pharmaceutical ingredients (Hapis), 6% requires correspondingly powerful measures for the protection of employees. Besides highly efficient technical sytems, we require extensively trained and highly motivated personnel. We now have systems in place thatallowoperators to work in an environment in 2007, 93% of special waste materials were incinerated or externally recycled, and 7% went to secured landfills. all the which limits exposure to less than 10 nanograms per cubic meter, transportation, processing and final disposal companies in- two million times less than is required for a common industrial volved are known to lonza and are specially selected also in chemical like acetic acid. accordance with SHe criteria. as a matter of principle, they are reputable firms which comply with all legal requirements. notable advances in the area of environmental protection includ- ed the reduction of Voc emissions to 170 metric tons per annum, down from 218 metric tons in the previous year and significantly lower than the 900-tonne limit specified by the operating license.

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total co2 emissions were 1.5% lower than in the previous year. However, fossil-based co2 emis-

sions increased by 16%, mainly due to increased natural gas consumption. under Swiss co2 tax legislation lonza ltd, Visp, entered into a binding agreement with the authorities. this sets

ambitious goals for co2 emissions for the period 2010 to 2012, in exchange for co2 tax relief.

in the area of energy management, the Visp site currently has a number of projects, running over several years, which are aimed at increasing the efficiency of resource usage and reduc- ing carbon dioxide emissions.one of these projects sawenergy-efficientprocessesbrought on stream at a nicotinic acid facility in august 2006, which had a positive impact on the 2007 figures. apreheater optimization forthe cracker feed gas was completed in 2007. this project reduces carbon dioxide emissions by 4900 metric tons per year. new energy-efficiency projects started in the past year will make a significant contribution to reducing energy costs.

the other manufacturing sites in europe – Slough (uK), Kouřim (cZ), Braine (Be) and porriño (eS), as well as the newly acquired sites –continue to be focused on implementing their pro- grams in the SHearea. theyaresupported bythe corporateSHe departmentwith know-how exchange, follow-up audits and technical advice. the main improvements to be achieved are in the area of risk assessment and implementation of identified measures, security, safety train- ing and industrial hygiene training programs. on the environmental side, it is primarily the efficientuse of available resources thatisinthe foreground. in porriño,aprojecttoswitch to

natural gas, with concomitant reduction of co2 emissions by more than 20%, is awaiting final approval. the upgrade of the steam generators in Verviers (Be) led to a reduction of 30% in

water and gas consumption and 30% in co2 emissions in the period 2005 to 2007. the external audit in 2006 to improve Slough’s energy management recommended a number of measures, among them steam condensate recovery, boiler replacement and variable speed drives on air compressors. these measures are due for completion between 2008 and 2011.

at Braine-l’alleud – with 179 metric tons, the Group’s largest Voc emissions generator – the root cause identification program has been completed and is now serving as a basis for devel- opment of best practices to reduce air emissions. a second project to recycle DmF, a widely used solvent, was started in 2007.

asia the consolidated Far east region, including Guangzhou, nansha and liyang in china, as well as the site in Singapore, delivered an above-average safety record of only two lost-time in- juries during the reporting year, equivalent to an ltiFr injury frequency of 1.1. the official Safety Supervising Bureau at nansha organized visits for local companies to learn from lonza’s exten- sive experience in SHe management. lonza Guangzhou and lonza nansha are both certified foroccupational health andsafetystandardoHSaS 18001and environmental management system standard iSo 14001. training of staff in the special risks associated with multi-product operations as opposed to mono-product operations is still the priority. at Guangzhou, energy efficiency measures included upgrading the cooling water pumps to achieve a 17% decrease in power demand and the switchover of all ordinary lighting to energy-saving lamps.

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united States all action plans to address deficiencies identified in the uS compliance audit program 2006 were completed in the reporting year. they focused on all aspects of environ- mental impact: air, water and wastewater, as well as solid and hazardous waste. epa risk management plan audits were completed at the sites in Williamsport and conshohocken. Special safety training for lonza’s proprietary risk analysis management System (ramS) was conducted at the sites in mapleton and Williamsport and preparation for such training at all sites was completed. the goal is to have all newly acquired sites receive training in 2008. chemStewards is the environmental, health, safety and security management system of the Synthetic organic chemical manufacturers association that all uS sites are in the process of completing. after successful self-evaluation in 2006 and the completion of the year-end docu- mentation audit in 2007, the goal for 2008 is the on-site, third-party verification of the man- agement system. in portsmouth, a study of advanced wastewater pretreatment technology by nanofiltration was conducted in preparation for an upcoming change to permitted nitrogen levels . the test was successful in demonstrating efficient removal of organic nitrogen compounds. also in portsmouth, a permanent position for business continuity planning has been added to eval- uate risks associated with business interruption and risk minimization. lessons learned and plans developed will be transferred to other lonza Biopharmaceutical mammalian sites.

Several sites participate in community advisory panels (cap). these meetings reach out to community leaders and enable discussions of issues and projects which lonza can become involved in to assist in community needs.

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from Brownfield to Business park

Former lonza industrial site at Waldshut-tiengen (Germany) the redevelopment of disused industrial premises plays an important part in our efforts to ensure that our use of natural resources is environmentally compatible and sustainable.

production at the site of lonza-Werke GmbH in Waldshut between 1913 and 1994 was mostly centered around inorganic products (calcium carbide, silicon carbide and corundum). thereaf- ter, the former factory site, with around one hundred partly dilapidated buildings and technical installations, lay deserted for many years. in 2002, the Waldshut authorities and lonza agreed on a plan of action for a redevelopment of the former industrial site to create the Hochrhein Business park, a project involving the investment of eur 14 million for the deconstruction and redevelopment of the 560000 m 2 lonza site.

Working in close partnership with the environmental agencies of the Waldshut district author- ity and the regional administration in Freiburg, all old structures had been deconstructed by the end of 2007 and a large part of the remaining soil has been analyzed and characterized ac- cording to environmental standards to allow for new ownership and commercial re-use (www. gewerbeparkhochrhein.de). the transformation into aliving Business park is in full swing.at the end of 2007, two-thirds o f the commercially transformable area of 260000 m 2 was sold to new owners and one of the big home and gardening retailers in Germany is currently build- ing its new facility on the premises. the Hochrhein Business park has thus brought a welcome surge in investment to the zone between the towns of Waldshut and tiengen. the contracts for the planned joint German and Swiss customs facilities for clearance of commercial road trans- port were signed in 2007, and the beginning of construction is planned for 2008. two innova- tive and sustainable projects are on the verge of being finalized. these are the constructi on of a 0.8-mW solar power station on the south slope of the former lonza landfill to the north of the Business park, and the heating and cooling of buildings belonging to large retailers in the Business park, by means of innovative heat pumps which will use re-activated lonza-owned, large-capacity groundwater wells situated nearby.

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legal domicile Forward-looking Statements Basel, Switzerland Forward-looking statements contained herein Globalheadquarters arequalified in theirentiretyas thereare certain lonza Group ltd factors that could cause results to differ mater- muenchensteinerstrasse 38 ially from those anticipated. investors are cau- cH-4002 Basel, Switzerland tionedthatall forward-looking statements in- tel +41 61 316 81 11 volverisksand uncertainty.inadditiontothose Fax +41 61 316 91 11 discussed above, amongthe factorsthatcould www.lonza.com cause actual resultstodiffermateriallyarethe following: the timing and strength of new prod- uct offerings; pricing strategies of competitors; anticipated Key reporting Dates the company’s ability to continue to receive ad- equateproductsfromits vendorsonacceptable annual General meeting for the terms, or at all, and to continue to obtain suffi- 2007financial year cientfinancingtomeetits liquidityneeds; and 26march 2008, 10.30am changes in the political, social and regulatory convention center, framework in which thecompanyoperates or in mcH Swiss exhibition (Basel) ltd, Basel economic or technologicaltrendsorconditions, includingcurrencyfluctuations,inflation and Half-year report 2008 consumer confidence, on a global, regional or na- 23 July 2008 tional basis.

Full-year report 2008 28 January 2009 contacts annual General meeting for the Forpublications 2008financial year andfurtherinformation 8 april 2009 please contact: convention center, mcH Swiss exhibition (Basel) ltd, Basel lonza Group ltd muenchensteinerstrasse 38 Dividend transfer to banks cH-4002 Basel, Switzerland as a rule, lonza Group ltd pays the dividend www.lonza.com to its shareholders on the fourth business [email protected] day following the annual General meeting. investorrelations tel +41 61 316 88 35 listing and Security information Fax +41 61 316 98 35 [email protected] Stock exchange listing SWX Swiss exchange media/corporatecommunications tel +41 61 316 87 98 Stock exchange trading Fax +41 61 316 97 98 virt-x [email protected]

common stock symbols Shareregister Bloomberg lonn VX c/o nimbus ltd reuterslonZn.VX p.o. Box telekurs lonn cH-8866 Ziegelbruecke, Switzerland tel +41 55 617 37 29 Securitynumber Fax +41 55 617 37 28 Valor 001384101 [email protected] iSin cH0013841017

imprint production corporatecommunications,lonzaGroupltd,Basel,Switzerland |allrightsreserved |editorialcompletion:February2008|Design: lonza in collaboration with zahnzimmermannfankhauser creative projects ltd, Zurich, Switzerland | photography tim lüdin, timage, Sissach, Switzerland |thomas andermatten, Brig, Switzerland |Werner Feldmann, Bodenheim, Germany|QBm cell Science, ottawa, canada | Sem pictureseye of science, o. meckes, n. ottawa, reutlingen, Germany|the microbiological culture for the scanning electron microscope pictures in the annual report was provided by lonza‘s reference stocks in Visp |the cells and endotoxin used for the scanning electron microscope pictures were provided by lonza’s Walkersville Bioscience site | lithography & print Birkhäuser+GBc ltd, reinach, Switzerland

lonza annual report 2007 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84 WorldReginfo - 6b862aab-d1a3-4cde-9974-0b2fd4a6bb84