EANS-Adhoc: Invitation to the Ordinary General Meeting of Shareholders of Card Guard Ltd.
ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
Company Information/Ordinary General Meeting of Shareholders
24.04.2009
Location: Neuhausen am Rheinfall on May 26, 2009 at 09:30 a.m. (doors open at 09:00 a.m.) at TECHNOPARK Zurich, Technoparkstrasse 1, 8005 Zurich
Agenda and Motions of the Board of Directors
1. Approval of the Annual Report, Statutory Annual Financial Statements and Consolidated Financial Statements 2008
The Board of Directors proposes to approve the Annual Report, the Statutory Annual Financial Statements and the Consolidated Financial Statements as of December 31, 2008.
2. Allocation of Balance Sheet Result
The Board of Directors proposes that the available surplus brought forward be allocated as follows:
Balance 2007 carried forward CHF 0 Net income of the year 2008 CHF 12,665,449.00
Balance to be carried forward CHF 12,665,449.00
3. Grant Discharge to the members of the Board of Directors and members of Management
The Board of Directors proposes to grant discharge to the members of the Board of Directors and to the members of the Management for the Financial Year 2008.
4. Re-election of members of the Board of Directors
The Board of Directors proposes to re-elect Gregory Henry Volkart and Ruedi Stöckly as members of the Board of Directors for a term of office of one year.
5. Changes in the Articles of Association
The Board of Directors suggests to change the name of the Company from Card Guard Ltd. to LifeWatch Ltd. Therefore, the Board of Directors proposes to change article 1 of the Articles of Association as follows:
Heretofore:
Article 1
Name, Under the name
Registered
Office: Card Guard AG
Duration (Card Guard SA)
(Card Guard Ltd.)there exists a company (hereinafter "Company") pursuant to art. 620 et seq. of the Swiss Code of Obligations (hereinafter "CO") with its registered office in Neuhausen am Rheinfall. The duration of the company shall be unlimited.
New:
Article 1
Name, Under the name
Registered
Office: LifeWatch AG
Duration (LifeWatch SA)
(LifeWatch Ltd.)there exists a company (hereinafter "Company")pursuant to art. 620 et seq. of the Swiss Code of Obligations (hereinafter "CO") with its registered office in Neuhausen am Rheinfall. The duration of the company shall be unlimited.
6. Election of the Statutory Auditors and the Group Auditors
The Board of Directors proposes to re-elect PricewaterhouseCoopers AG, Zurich, as statutory auditors and group auditors for the Financial Year 2009.
The Annual Report, the Statutory Annual Financial Statements and the Consolidated Financial Statements, the Auditors' Report and the Group Auditors' Report as well as the Minutes of the Ordinary Shareholders' Meeting of May 28, 2008 are at the shareholders' disposal. Upon request, a shareholder may receive a copy of the Annual Report or of the other documents mentioned above, from the Company. As of May 4, 2009 the Annual Report 2008 may be downloaded from the Company`s website www.cardguard.com.
Shareholders registered in the Company's shareholders' register before May 12, 2009, which is the first day of the closing period of the share register, will receive an invitation including a reply and a proxy form (Invitation/power of attorney to the Annual Shareholders' Meeting). Shareholders will receive an admission card provided that they request one by using their reply form. Shareholders may also obtain admission cards at the admission desk opening half an hour prior to the Shareholders' Meeting upon presentation of the reply form.
The shareholders' register will be closed as of May 12, 2009 until and including May 26, 2009. During this period, no modifications to the share register will take place. A Shareholder who is unable to attend the General Meeting may vote by appointing a third party as his or her proxy. This person does not need to be a shareholder. In this case, the shareholder shall request an admission card and forward it duly filled-out and signed to the proxy.
Alternatively, a shareholder may also instruct the independent proxy pursuant to Art. 689c of the Swiss Code of Obligations to exercise his or her vote, by returning the filled out and signed reply and proxy form. Unless otherwise noted by written instruction, the independent proxy will approve the motions of the Board of Directors. If a shareholder wishes to give instructions as to the vote to be exercised, he or she may instruct the independent proxy accordingly.
In the event that proxies are issued to the Company, the vote will be counted as having approved the motion of the Board of Directors. In the latter two cases, no admission card has to be requested, the return of the filled-out and signed reply and proxy form is sufficient. If a shareholder would like to appoint his or her custodian bank as proxy, he or she is kindly requested to ask for an admission card and then to forward the admission card duly filled-out and signed to the representative of the custodian bank.
Proxies of deposited shares pursuant to Art. 689d of the Swiss Code of Obligations are kindly requested to inform ShareCommService AG, Europa-Strasse 29, CH-8152 Glattbrugg, of the number, type and par value of the shares they wish to represent as soon as possible but no later than at the door opening on the date of the Ordinary General Meeting of the Shareholders. Institutions subject to the Federal Law on Banks and Savings Banks dated November 8, 1934, and as amended from time to time, as well as professional asset managers qualify as proxy holders of deposited shares.
About Card Guard AG
Card Guard AG, headquartered in Neuhausen am Rheinfall, Switzerland, is a leading company for healthcare technologies and solutions, specializing in advanced telehealth systems and wireless cardiac services for high-risk and chronically ill patients, including ordinary consumers of health products and those who are worried about their wellness. Card Guard has subsidiaries in the United States, the Netherlands, Japan,the United Kingdom, Switzerland and Israel. Among its subsidiaries, Card Guard AG, through its newly created holding company LifeWatch Corp., owns LifeWatch Services Inc., a leading US-based cardiac monitoring service provider, and LifeWatch Technologies Inc., a US-based manufacturer of telecardiology products. www.cardguard.com
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This press release includes forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding future results of operations and financial position, business strategy and plans and objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. Card Guard AG has based these forward-looking statements largely on current expectations and projections about future events and financial trends that it believes may affect the financial condition, results of operations, business strategy, short term and long term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances described may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. All forward-looking statements are based only on data available to Card Guard AG at the time of the issue of this press release. Card Guard AG does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES OF CARD GUARD AG OR ANY OF ITS SUBSIDIARIES FOR SALE IN THE UNITED STATES OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OF CARD GUARD AG OR ITS SUBSIDIARIES IN THE UNITED STATES. IN ADDITION, THE SECURITIES OF CARD GUARD AG AND ITS SUBSIDIARIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM CARD GUARD AG OR ITS SUBSIDIARIES, AS APPLICABLE, AND WILL CONTAIN DETAILED INFORMATION ABOUT THE ISSUER AND ITS MANAGEMENT AS WELL AS FINANCIAL STATEMENTS OF THE ISSUER.
end of announcement euro adhoc
Further inquiry note:
Kobi Ben Efraim
Chief Financial Officer
Tel +41 52 632 00 50
Fax +41 52 632 00 51
Email kobibe@cardguard.com
Sensus Investor and Public Relations GmbH, Zürich:
Tel +41 43 366 55 11
Fax +41 43 366 55 12
Email cardguard@sensus.ch
Branche: Healthcare Providers
ISIN: CH0012815459
WKN: 1281545
Index: SPI, SPIEX
Börsen: Börse Frankfurt / Open Market / XETRA
SWX Swiss Exchange / Hauptsegment
Börse Berlin / free trade