KLOTEN, Zurich, March 30, 2007 (PRIME NEWSWIRE) -- The Annual General Meeting will be held on Thursday, 26 April 2007 at 10.30 a.m. (doors open at 09.30 a.m.) at the Forum Uetlihof, Credit Suisse, Uetlibergstrasse 231, 8045 Zurich.
AGENDA AND PROPOSALS OF THE BOARD OF DIRECTORS
1. Annual report and consolidated financial statements for 2006,
Report of the Group Auditors
Proposal of the Board of Directors:
Approval of the annual report and the consolidated financial
statements for 2006.
2. Statutory financial statements of Nobel Biocare Holding AG for
2006, Report of the Statutory Auditors Proposal of the Board of
Directors:
Proposal of the Board of Directors:
Approval of the statutory financial statements of Nobel Biocare
Holding AG for 2006.
3. Appropriation of Available Earnings / Dividend for 2006
Proposal of the Board of Directors: CHF
Result of the year 2006 -114,524,656.-
Dividend of CHF 4.25 gross
per CHF 2.- bearer share -111,771,706.-*
Carry forward 2,752,950.-
* The share capital entitled to dividends may slightly
increase upon exercise of options and the related
issuance of shares out of the conditional capital.
4. Discharge of the Board of Directors
Proposal of the Board of Directors:
Granting of discharge to the members of the Board of
Directors for their services in the business year 2006.
5. Re-election of members of the Board of Directors
Proposal of the Board of Directors:
Re-election of Messrs. Stig Eriksson, Antoine Firmenich
and Robert Lilja, Mrs. Jane Royston and Messrs. Domenico
Scala, Rolf Soiron and Ernst Zaengerle for a one-year
term of office.
6. Election of one new member of the Board of Directors
Proposal of the Board of Directors:
Election of Mr. Rolf Watter for a one-year term of office.
The respective CV is posted at and can be downloaded from
www.nobelbiocare.com.
7. Re-election of the auditors and group auditors
Proposal of the Board of Directors:
Re-election of KPMG AG, Zurich, as auditor and group auditor
for the business year 2007.
Documents
The annual report including the annual accounts, the consolidated financial statements for 2006, and the auditors' and group auditors' reports 2006 as well as the proposal of the Board of Directors regarding distribution of profits are available to the shareholders for review as of today at the Company headquarters or can be downloaded from www.nobelbiocare.com. Upon request such documentation will be sent to the shareholders.
Admission cards
Shareholders wishing to participate in or be represented at the Annual General Meeting may obtain an admission card until 16 April 2007 at the latest through 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 SAG, SIS Aktienregister AG, Nobel Biocare Holding AG, Postfach, CH-4609 Olten, Fax: +41 62 311 61 95, Tel: +41 62 311 61 73, email:adriano.aversa@sag.ch. The respective shares deposited are blocked until the end of the General Meeting.
Representation
Shareholders unable to attend the Annual General Meeting in person can be represented as follows:
a) By another person who does not need to be a shareholder. To this
end, the admission card is to be filled out, signed and handed over
to the representative to be admitted and 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 SAG,
SIS Aktienregister AG, Nobel Biocare Holding AG, Postfach, CH-4609
Olten, Fax: +41 62 311 61 95, Tel: +41 62 311 61 73, until 23 April
2007 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,
Zurich. To this end, the admission card is to be filled out,
signed and sent directly to SAG, SIS Aktienregister AG, Nobel Biocare
Holding AG, Postfach, CH-4609 Olten, Fax: +41 62 311 61 95, Tel:
+41 62 311 61 73, with or without voting instructions until
23 April 2007 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
SAG, SIS Aktienregister, Nobel Biocare Holding AG, Postfach, CH-4609
Olten, Fax: +41 62 311 61 95, Tel: +41 62 311 61 73 until 26 April
2007, 10.15 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.
Kloten, 30 March 2007 Nobel Biocare Holding AG
On behalf of the Board of Directors
Rolf Soiron, Chairman