ZURICH, Switzerland, April 1, 2005 (PRIMEZONE) -- Nobel Biocare (Other OTC:NBCHF) -- Invitation to the 3rd Annual General Meeting (PDF): http://www.newsbox.ch/public/2809/att/2693_invitationtotherdannualgeneralmeetingpdf.pdf
The Annual General Meeting will be held on Thursday, 28 April 2005, at 10:30 a.m. (doors open at 9:30 a.m.) at the Auditorium of ConventionPoint, SWX Swiss Exchange, Selnaustrasse 30, 8021 Zurich.
Agenda and Proposals of the Board of Directors
1. Annual report, annual accounts and consolidated financial
statements for 2004; Reports of the Group and Statutory Auditors
Proposal of the Board of Directors:
Approval of the annual report, annual accounts and consolidated
financial statements for 2004.
2. Appropriation of Available Earnings / Dividends for 2004
Proposal of the Board of Directors:
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CHF 2004
Deficit for the year -32,415,998.--
Transfer from
general reserves
(share premium) *100,605,353.--
Available earnings at
the disposal of the
Annual General Meeting *-68,189,355.--
Dividend of CHF 2.65
gross per CHF 2.
-- bearer share *-68,189,355.--
Carry forward 0.--
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* The share capital entitled to dividends may slightly increase upon exercise of options and the related issuance of shares out of the conditional capital.
3. Conversion of general reserves (share premium) into free reserves Proposal of the Board of Directors: Out of the aggregate CHF 2,074,006,295 of general reserves as shown in the balance sheet dated 31 December 2004, CHF 350,000,000 shall be booked into the free reserves. Explanatory remark: On 9 February 2005 the Board of Directors has decided on a new share option program in favour of employees and officers of the group for up to 1,100,000 shares of the Company. In this connection, the Company intends to buy-back up to 1,100,000 own shares based on a two year share buy back program at then prevailing market prices. Under Swiss law, the buy back of own shares requires the existence of so-called free reserves. Given that the funds of the Company are currently bound by general reserves (share premium), the conversion of general reserves (share premium) into free reserves is a prerequisite for the implementation of the described share option and buyback programs. 4. Discharge of the Board of Directors and other executive bodies Proposal of the Board of Directors: Granting of discharge to the members of the Board of Directors and other executives bodies for their services in the business year 2004. 5. Elections 5.1 Re-election of members of the Board of Directors Proposal of the Board of Directors: Re-election of Mr. Michel Orsinger, Mrs. Jane Royston and Messrs. Rolf Soiron and Ernst Zaengerle for a one-year term of office. 5.2 Election of new members of the Board of Directors Proposal of the Board of Directors: Election of Messrs. Antoine A. Firmenich and Robert Lilja for a one-year term of office. 5.3 Re-election of the auditors and group auditors Proposal of the Board of Directors: Re-election of KPMG Fides Peat, Zurich, for a one-year term of office as auditor and group auditor. 6. Change of domicile and amendment of the Articles of Association 6.1 Change of domicile Proposal of the Board of Directors: Change of domicile from Opfikon to Kloten and amendment of art. 1 of the Articles of Association as follows (English translation of governing German version): -Article 1: Corporate Name, Registered Office Under the corporate name Nobel Biocare Holding AG (Nobel Biocare Holding SA) (Nobel Biocare Holding Ltd) a Company exists pursuant to art. 620 et seq. of the Swiss Code of Obligations (hereinafter "CO") having its registered office in Kloten. The duration of the Company is unlimited." 6.2 Rights of shareholders to complete agenda Proposal of the Board of Directors: Insertion of new para. 6 in art. 7 of the Articles of Association (English translation of governing German version): "One or more shareholders whose combined holdings represent an aggregate nominal amount of at 0.1% of the Company's share capital may demand that an item be included in the agenda of a shareholders meeting; such a demand must be made in writing to the Board of Directors at the latest 45 days before the meeting and include evidence of the required shareholding and shall specify the proposals."
Administrative Details
The annual report including the annual accounts, the consolidated financial statements for 2004, and the auditors' and group auditors' reports 2004 as well as the proposal of the Board of Directors regarding distribution of profits are available to the shareholders for review as of 5 April 2005 at the company headquarters. Upon request such documentation will be sent to the shareholders.
Shareholders wishing to participate in or be represented at the General Meeting may obtain an admission card until 22 April 2005 at the latest by their custodian bank. The custodian bank obtains the admission card, which it will forward to the shareholder, by transmittal of a statement of deposit to S A G, SIS Aktienregister AG, Nobel Biocare Holding AG, Postfach, CH-4609 Olten, Fax: +41 62 205 39 71, Tel: +41 62 311 61 07. The shares deposited remain blocked until the end of the General Meeting.
Shareholders unable to attend the General Meeting in person can be represented as follows:
a) by another person. To this end, the admission card is to be
filled out, signed and handed over to the attorney to exercise
the voting rights.
b) by the Board of Directors of Nobel Biocare Holding AG. To this
end, the admission card is to be filled out, signed and sent
to S A G, SIS Aktienregister AG, Nobel Biocare Holding AG,
Postfach, CH-4609 Olten, Fax: +41 62 205 39 71,
Tel: +41 62 311 61 07, with or without voting instructions.
The admission card must be received by the Company by 26
April 2005 at the latest. Powers of attorney with voting
instructions that deviate from the proposals by the Board
of Directors will be forwarded to the independent proxy.
c) by the independent proxy Dr Lorenzo Olgiati, Attorney-at-law,
Schellenberg Wittmer, Lowenstrasse 19, P.O. Box 6333, 8023
Zurich. To this end the admission card is to be filled out,
signed and sent directly to S A G, SIS Aktienregister AG, Nobel
Biocare Holding AG, Postfach, CH-4609 Olten,
Fax: +41 62 205 39 71, Tel: +41 62 311 61 74, with or
without voting instructions by 26 April 2005 at the latest. In
the absence of voting instructions, the independent proxy will
vote pursuant to the proposals of the Board of Directors.
d) by the custodian bank representatives as defined in Art.
689d CO, by contacting such institution directly.
Custodian bank representatives as defined by Art. 689d CO, are requested to inform S A G, SIS Aktienregister, Nobel Biocare Holding AG, Postfach, CH-4609 Olten, Fax: +41 62 205 39 71, Tel: +41 62 311 61 07 by 28 April 2005, 10:00 a.m. at the latest, at the desk of the Annual General Meeting, of the number, nature and nominal value of the shares they represent. Custodian bank representatives are considered to be institutions subject to the Swiss Federal Law on Banks and Saving Banks as well as professional asset managers.
Opfikon, 1 April 2005 Nobel Biocare Holding AG On behalf of the Board of Directors The Chairman Rolf Soiron
Nobel Biocare Holding AG, Balz Zimmermann-Str. 7, CH-8152 Opfikon-Glattbrugg Tel: +41 43 211 53 20
Please note that special Administrative Details are applicable for shareholders holding VPC-registered Nobel Biocare Holding AG shares wanting to attend the Annual General Meeting in Zurich on 28 April 2005.
An Information meeting will be held for Swedish Nobel Biocare Holding AG shareholders on 2 May 2005 at 17.00 at the Company's office, Bohusgatan 15, Gothenburg, Sweden.
The Annual Report 2004 is available on the homepage www.nobelbiocare.com.
Nobel Biocare is a medical devices group and the world leader in innovative esthetic dental solutions with its brands Branemark System(R), Replace(R) Select, NobelPerfect(TM), NobelDirect(TM) (dental implants) and Procera(R) (individualized dental prosthetics).
Nobel Biocare is a one-stop shop for restorative esthetic dentistry, offering a wide range of innovative Crown & Bridge & Implant products, as well as training & education and clinically documented treatment concepts.
Nobel Biocare has 1,430 employees and 2004 revenue of EUR 388 million. The company is domiciled in Zurich, Switzerland with headquarters in Zurich and in Gothenburg, Sweden, while production takes place at four production sites located in Sweden and the US. Nobel Biocare has its direct sales organizations in 29 countries.
The shares of the parent company Nobel Biocare Holding AG are listed on the SWX Swiss Exchange and on the Stockholm Stock Exchange, Sweden.