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Agenda and Motions of the Board of Directors:
1. Approval of the Annual Report, Statutory Annual Financial Statements
and Consolidated Financial Statements 2011
The Board of Directors proposes to approve the Annual Report, the Statutory
Annual Financial Statements and the Consolidated Financial Statements as of
December 31, 2011.
Pursuant to the corporate tax reform II (capital contribution principle Article
5 (1bis) of the Withholding Tax Act) which took effect on January 1, 2011,
distributions out of capital contribution reserves can be paid out to
shareholders exempt from taxation in future business years.
The Swiss federal tax administration generally requires such amounts to be
listed as separate balance sheet items in the annual financial statements of the
year 2011 at the latest (Circular no. 29 of the Federal tax administration on
the capital contribution principle). The annual report 2011 meets these
requirements. The corresponding amount was transferred from the balance sheet
item "general legal reserves" to the new position "reserves from capital
contributions" and will be listed separately starting with the Statutory Annual
Financial Statements per December 31,2011.
The decision by the Swiss federal tax administration as to the amount of capital
contributions is not yet available.
2. Allocation of Balance Sheet Result
The Board of Directors proposes to carry forward the profit as follows:
Balance 2010 carried forward CHF 32,772,679.00;
Loss for the year 2011 CHF -18,808,844.00;
Transfer to reserve for treasury stock CHF 1,904,978.00;
Balance available for the general meeting of shareholders CHF 15,868,813.00;
Balance to be carried forward CHF 15,868,813.00;
3. Grant Discharge to the members of the Board of Directors and members of
the Executive Board
The Board of Directors proposes to grant discharge to the members of the Board
of Directors and to the members of the Executive Board for the Financial Year
4. Re-election of the current five members of the Board of Directors
The Board of Directors proposes to re-elect Dr. Yacov Geva, Urs Wettstein,
Gregory Henry Volkart, Dr. Abraham Sartani and Jürg Stahl as members of the
Board of Directors for a term of office of one year.
5. Election of one (1) new member of the Board of Directors
Well after the expiry of the period to request for an addition to the agenda of
the General Meeting of the shareholders referred to in articles
11 para. 2 of the Articles of Association, the Board of Directors has received a
letter from a group of shareholders requesting a majority representation on the
Board of Directors. Pursuant to the official
notification the group of shareholders consists of 5 direct shareholders
and 7 individuals that beneficially own or control the direct shareholders
and this group of shareholders is represented by Patrick Schildknecht and
Martin Eberhard. On 15 May 2012, the group of shareholders has disclosed a
participation in the share capital of LifeWatch of 17.7%.
According to the regulations of ad hoc publicity the Company has informed its
shareholders and the market shortly before the publication and dispatch of this
invitation for the General Meeting of shareholders.
The Board is convinced that the approach chosen by the group of shareholders
does not comply with principles of good corporate governance and it is also hard
to see the legitimate reasons for this group of shareholders holding an interest
of 17.7% to claim a majority representation on the Board. The Board of Directors
has explained its
position in a more detailed letter to the shareholders of LifeWatch that is
being sent together with the invitation for the General Meeting.
However, the Board of Directors welcomes an appropriate representation of the
group of shareholders in the Board of Directors corresponding to its disclosed
participation (i.e. one Board member), but the group of shareholders has not
named a specific person for election to the Board of Directors so far.
Therefore, the Board of Directors was not able to assess the suitability of the
intended representative in the Board of Directors until the publication of the
invitation for this General Meeting of the shareholders. Nor has the Board of
Directors been able to clarify the legal framework for such representation of
the group of shareholders in the Board of Directors in order to ensure equal
treatment of shareholders and avoid the use of privileged information for
trading in the shares of the Company (i.e. agree on the permitted flow of
information to the represented group of shareholders and compliance with the
Company's policies for insider dealing and disclosure of management
transactions). The clarification of both aspects, however, is a pre-requisite
for the Board of Directors to resolve on a motion under this agenda item.
The Board of Directors has the intention to clarify the open issues regarding
the election of one representative of the group of shareholders in a timely
manner so that shareholders who do not personally attend the General Meeting
will have the relevant information when granting the proxy.
6. Election of the Statutory Auditors
The Board of Directors proposes to re-elect PricewaterhouseCoopers AG, Zurich,
as statutory auditors for the financial year 2012.
The Annual Report, the Statutory Annual Financial Statements and the
Consolidated Financial Statements, the Reports of the Auditors as well as
theMinutes of the Ordinary General Meeting of May 25, 2011 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. Since
April 30, 2012, the Annual Report 2011 can be downloaded from the Company's
Shareholders registered in the Company's shareholders' register before May 31,
2012, 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 Ordinary General 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 Ordinary General Meeting upon presentation of the reply
The shareholders' register will be closed as of May 31, 2012 until and
including June 28, 2012. During this period, no modifications to the share
register will take place. A Shareholder who is unable to attend the Ordinary
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
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 LifeWatch AG:
LifeWatch AG, headquartered in Neuhausen am Rheinfall, Switzerland and listed on
SIX Swiss Exchange (LIFE), is the leading healthcare technology and solutions
company, specializing in advanced telemedicine systems and wireless remote
patient monitoring services. LifeWatch provides services to high-risk and
chronically ill patients, health conscious consumers and wellness programs.
LifeWatch has subsidiaries in the United States, the Netherlands, Japan, the
United Kingdom, Switzerland and Israel. LifeWatch AG is the parent company of
LifeWatch Services, Inc., a leading US-based wireless remote telemedicine
provider. LifeWatch services include Home Sleep Testing for Obstructive Sleep
Apnea patients under the brand name NiteWatch. For additional information,
please visit www.lifewatch.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,"
"anticipate," "intend," "expect" and similar expressions are intended to
identify forward-looking statements. LifeWatch 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 LifeWatch AG at the time of the issue of this press release.
LifeWatch 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 LIFEWATCH AG OR ANY OF ITS SUBSIDIARIES
FOR SALE IN THE UNITED STATES OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OF LIFEWATCH AG OR ITS SUBSIDIARIES IN THE UNITED STATES. IN
ADDITION, THE SECURITIES OF LIFEWATCH 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 LIFEWATCH 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.
Attachments with Announcement:
Further inquiry note:
Sensus Investor and Public Relations GmbH, Zürich:
Tel +41 43 366 55 11 | Fax +41 43 366 55 12
end of announcement euro adhoc
Attachments with Announcement:
issuer: LifeWatch AG
CH-8212 Neuhausen am Rheinfall
phone: +41 52 632 00 50
FAX: +41 52 632 00 51
sector: Healthcare Providers
indexes: SPI, SPIEX
stockmarkets: free trade: Berlin, Open Market / XETRA: Frankfurt, Main Standard:
SIX Swiss Exchange