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LifeWatch AG

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
Sign-up for customized E-mail alerts and documentation requests is 
available at http://www.cardguard.com/newsite/inner.asp?cat=38&type=2
&lang=1&mal=yes
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

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