ZURICH, Switzerland, April 7, 2006 (PRIMEZONE) -- The Annual General Meeting will be held on Wednesday 3 May 2006, at 10:30 a.m.(doors open at 9:30 a.m.) at the Forum Uetlihof, Credit Suisse, Uetlibergstrasse 231, 8045 Zurich
AGENDA AND PROPOSALS OF THE BOARD OF DIRECTORS
AGENDA AND PROPOSALS OF THE BOARD OF DIRECTORS
1. Annual report and consolidated financial statements for 2005,
Report of the Group Auditors
Proposal of the Board of Directors:
Approval of the annual report and consolidated financial
statements for 2005.
2. Statutory financial statements, Report of the Statutory Auditors
Proposal of the Board of Directors:
Approval of the statutory financial statements for 2005.
3. Appropriation of Available Earnings / Dividend for 2005
Proposal of the Board of Directors: CHF
Result for the year 2005 3,005,252.--
Conversion of general reserves
(share premium) into freely
distributable reserves 87,836,838.--(a)
Available earnings at the disposal
of the Annual General Meeting 90,842,090.--(a)
Dividend of CHF 3.50 gross per
CHF 2.-- bearer share -90,842,090.--(a)
Carry forward 0.--
(a) The share capital entitled to dividends and hence the amount
converted 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 2005.
5. Conversion of general reserves (share premium) into free reserves
and approval of share buy-back program
Proposal of the Board of Directors
Out of the aggregate CHF 1,740,414,346. -- of general reserves
as shown in the balance sheet dated 31 December 2005
CHF 600,000,000. -- shall be booked into the free reserves.
The Board of Directors is authorized to buy back a maximum
amount of 1,500,000 bearer shares with a par value of CHF 2. --
each via a second trading line on virt-x. These shares are to be
cancelled definitively and are thus not subject to the 10%
threshold for the Company's "own shares" in the meaning of
Art. 659 of the Swiss Code of Obligations.
Explanatory remark:
The Board of Directors has decided, subject to approval of
the shareholders to this agenda item, to launch a buyback program
of up to 1,500,000 shares of the Company over the next two years.
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 as general reserves (share premium),
the conversion of general reserves into free reserves is a
prerequisite for the implementation of the buyback program. The
shares bought back under this buyback program will be cancelled by
way of share capital reductions to be approved by the Annual
General Meeting at a later point in time.
6. Elections
6.1 Re-election of members of the Board of Directors
Proposal of the Board of Directors:
Re-election of Messrs. Antoine Firmenich and Robert Lilja,
Mrs. Jane Royston and Messrs. Rolf Soiron and Ernst Zaengerle
for a one-year term of office.
6.2 Election of new members of the Board of Directors
Proposal of the Board of Directors:
Election of Messrs. Stig Ericsson and Domenico Scala for a
one-year term of office. The respective CV's are posted at
and can be downloaded from www.nobelbiocare.com
6.3 Re-election of the auditors and group auditors
Proposal of the Board of Directors:
Re-election of KPMG Fides Peat, Zurich, as auditor and group
auditor for the business year 2006.
Documents
The annual report including the annual accounts, the consolidated financial statements for 2005, and the auditors' and group auditors' reports 2005 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. The Annual Report can also be downloaded from www.nobelbiocare.com.
Admission cards
Shareholders wishing to participate in or be represented at the Annual General Meeting may obtain an admission card until 25 April 2006 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 78, email: timo.schori@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. 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
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 78, with
or without voting instructions until 28 April 2006 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, L"wenstrasse 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 78, with or without voting instructions until
28 April 2006 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 78 until 3 May 2006, 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, 7 April 2006 Nobel Biocare Holding AG
On behalf of the Board of Directors
Rolf Soiron, Chairman
Nobel Biocare Holding AG, Balz Zimmermann-Str. 7, CH-8302 Kloten
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 3 May 2006.
An Information meeting for Swedish Nobel Biocare Holding AG shareholders will be held Friday 12 May, 2006 at 11.00 am at Elite Park Avenue Hotel, Sandbergssalen, Kungsportsavenyn 36-38, Gothenburg, Sweden.
Nobel Biocare is a medical devices group and the world leader in innovative esthetic dental solutions with its brands Branemark System(r), NobelSpeedy(tm), NobelReplace(tm), NobelPerfect(r), NobelDirect(r), Replace(r) Select, NobelGuide(tm) (dental implants) and Procera(r) (individualized dental prosthetics). Nobel Biocare is a one-stop shop for restorative esthetic dentistry based on science, offering a wide range of innovative Crown and Bridge and Implant products, as well as training and education and clinically documented treatment concepts.
Nobel Biocare has some 1,650 employees and recorded revenue of EUR 485 million in 2005. The company is domiciled in Zurich, Switzerland with headquarters in Zurich and in Gothenburg, Sweden. Production takes place at four production sites located in Sweden and the USA. Nobel Biocare has direct sales organizations in 33 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.