 |
|
 |
 |
|
Invitation to the Extraordinary General Meeting of BB MEDTECH AG |
|
Corporate news announcement processed and transmitted by Hugin AS.
The issuer is solely responsible for the content of this
announcement.
----------------------------------------------------------------------
--------------
Invitation to the Extraordinary General Meeting of
BB MEDTECH AG, Schaffhausen
The shareholders of BB MEDTECH AG
are hereby invited to the Extraordinary General Meeting
on Wednesday, August 26, 2009, 2:00 p.m.
to the SIX Swiss Exchange, ConventionPoint, Selnaustrasse 30, CH-8021
Zurich (doors open at 1.15 p.m.)
AGENDA
Greeting and statements on the General Meeting.
1. Change of corporate purpose
The Board of Directors proposes to the General Meeting of
shareholders that, on condition that the conditions (a), (c) and (e)
of the public exchange offer of Vontobel Beteiligungen AG are
fulfilled or waived, a new Art. 2 of the Articles of Association be
adopted with the following wording:
"The purpose of the Company is to hold and manage participations in
companies as well as any kind of financial investments in Switzerland
or abroad. The Company may perform all commercial and financial
transactions that serve its purpose, including the sale of all or
some of its participations and investments. It may purchase equity
interests in other companies, establish branch offices and
subsidiaries and purchase or sell real estate."
2. Change of firm name
The Board of Directors proposes to the General Meeting of
shareholders that, on condition that settlement of the public
exchange offer of Vontobel Beteiligungen AG takes place, the firm
name "BB MEDTECH AG" be replaced with the firm name "VT Finance AG".
3. Sale of portfolio investments and cash
The Board of Directors proposes to the General Meeting of
shareholders that, on condition that the conditions (a), (c) and (e)
of the public exchange offer of Vontobel Beteiligungen AG are
fulfilled or waived, the sale of portfolio investments and cash to
Bellevue Medtech Funds as specified in section 5.4 of the Offer
Prospectus ("Vereinbarungen der Vontobel mit BB MEDTECH, deren
Organen und Aktionären - Transaktionsvertrag mit
BB MEDTECH") be approved.
4. Elections to the Board of Directors
The Board of Directors proposes to the General Meeting of
shareholders that, on condition that settlement of the public
exchange offer of Vontobel Beteiligungen AG takes place, Messrs. Dr.
Martin Sieg Castagnola, Roger Studer and Walter Temperli be elected
to the Board of Directors with effect from the settlement date of the
public exchange offer.
5. Discharge of the current members of the Board of Directors
On condition that settlement of the public exchange offer of Vontobel
Beteiligungen AG takes place, the current Board members Heino von
Prondzynski, Dr Wolfgang Reim and Laura Rossi will resign with effect
from the settlement date of the public exchange offer.
The Board of Directors proposes to the General Meeting of
shareholders that, on condition that settlement of the public
exchange offer of Vontobel Beteiligungen AG takes place, the current
members of the Board of Directors Heino von Prondzynski, Dr. Wolfgang
Reim and Laura Rossi be discharged.
6. Election of auditors
The Board of Directors proposes that, on condition that settlement of
the public exchange offer of Vontobel Beteiligungen AG takes place,
Ernst & Young AG, Bern, be elected as company auditors.
GENERAL
Admittance cards
Shareholders who wish to attend the General Meeting either themselves
or by proxy can obtain their admittance cards and voting records from
BB MEDTECH AG, c/o SIX SAG Aktienregister AG, Postfach, CH-4609
Olten, by August 21, 2009, at the latest. The shareholders and
beneficiaries whose names appear in the Share Register on August 21,
2009, at 6:00 p.m. shall be entitled to attend and vote at the
General Meeting.
Granting proxy rights
If you cannot attend the General Meeting in person, you may choose to
authorize a registered shareholder with voting rights, BB MEDTECH AG
or the independent proxy holder as contemplated by Art. 689c of the
Swiss Law of Obligations, Dr. Mark A. Reutter, attorney-at-law,
Walder Wyss & Partner, Seefeldstrasse 123, CH-8034 Zurich. If the
independent proxy holder receives no voting instructions in writing
for all or individual items on the agenda, he will exercise his
voting rights in support of the motions proposed by the Board of
Directors. He only exercises his voting rights and cannot represent
any other proposals, election nominations and the like. If you grant
a proxy to BB MEDTECH AG, your voting rights will always be exercised
in support of the motions proposed by the Board of Directors.
Signed but blank proxy forms shall be treated as a mandate of BB
MEDTECH AG to endorse the motions proposed by the Board of Directors.
Proxies to BB MEDTECH AG with instructions explicitly different will
be handed over to the independent proxy holder.
Depository account representatives
Depositary account representatives as contemplated by Art. 689d of
the Swiss Law of Obligations are requested to notify BB MEDTECH AG of
the number of shares they will be representing as soon as possible,
no later than
August 26, 2009, at the access check at the General Meeting.
--- End of Message ---
BB MEDTECH AG
Vordergasse 3 Schaffhausen Switzerland
WKN: AONFN4;
ISIN: CH0038390016; Index: IGSP;
Listed: Investment Companies in SIX Swiss Exchange; Copyright © Hugin AS 2009. All rights reserved.
|
|
|
|
| |
 |
durchschnittliche Punktzahl: 0 Stimmen: 0
| |
 |
|
|
 |  |