Notice of AGM
05 June 2003 - 12:59AM
UK Regulatory
BW20030604002062 20030604T135918Z UTC
( BW)(ALTIN-AG)(AIA) Notice of AGM
Business Editors
UK REGULATORY NEWS
LONDON--(BUSINESS WIRE)--June 4, 2003--
Altin AG
INVITATION
to attend the Annual General Meeting
of Altin AG, Baar (the "Company"), on Wednesday, 25 June 2003,
at 4:00 p.m. (Swiss time) (Doors open at 3:30 p.m. Swiss
time ) at "Parkhotel Zug", Metalli-Zentrum, Industriestrasse
14, CH-6304 Zug,, Switzerland.
Agenda and Proposals of the Board of Directors.
1. Annual Report and Annual Financial Statement for the year 2002, Auditors' Report
The Board of Directors propose the following:
- the approval of the Annual Report and the Annual Financial Statement for the year 2002; and
- the receipt of the Auditors' Report.
2. Group Financial Statement for the year 2002, Group Auditors' Report
The Board of Directors propose the following:
- the approval of the Group Financial Statement for the year 2002; and
- the receipt of the Group Auditors' Report.
3. Appropriation of Retained Earnings
The Board of Directors propose that the retained earnings for
the year 2002 of CHF 58'259'521.00 be carried forward.
4. Release from Liability for the Members of the Board of Directors
The Board of Directors propose that all the members of the Board
of Directors be released from liability for their activities in
relation to the Company for the financial year 2002.
5. Re-election of the Board of Directors and re-appointment of Auditors
The Board of Directors propose the following:
- the re-election of Dr. Peter Beglinger, Eric M.C. Syz, Paolo Luban, Andre Pabst, Rodolfo De Benedetti,
Francesco Rossi and Nigel Russel to the Board of Directors for one year; and
- the re-election of PricewaterhouseCoopers AG, Zurich, as Auditors of the Company and as Group Auditors for
one year.
6. Conditional proposition: Share capital reduction and repayment of reduction in nominal value, and change to
the Articles of Association
Subject to the condition, that the average discount between the
market price and the net asset value of the share (NAV) during
the three months (24 March 2003 - 24 June 2003) previous to the
Annual General Meeting will exceed 10%, the Board of Directors
proposes the following (the precise proposal will be specified
by the Board of Directors at the Annual General Meeting):
- Reduction of the share capital by a maximum amount of CHF
34'759'186.-- to CHF 79'449'568.--. - Evidence by a special audit
report, that all the claims of the creditors are fully covered
notwithstanding
the reduction of capital.
- Settlement of the share capital reduction by reducing the
nominal value of each share by CHF 7.-- (or maybe a lower
amount) to CHF 16.-- (or maybe a higher amount) and that the
amount of the reduction be paid out to the shareholders (CHF
7.-- by each share) (or maybe a lower amount).
- Using of any profits resulting from the reduction of capital exclusively for writing-off purposes (Article
732 para. 4 Swiss Code of Obligations [CO])
- Change of Article 5 of the Articles of Association:
"The share capital of the company amounts to CHF 79'449'568.--(seventy
nine million four hundred forty nine thousand fife hundred sixty-eight
Swiss Francs) (or maybe a higher amount); it is fully paid-in.
The share capital is sub-divided into 4'965'598 registered shares each
with a nominal value of CHF 16.-- (or maybe a
higher amount)."
7. Miscellaneous
Documents
The operating review of the Company for the year 2002, together with
the Annual Report and Annual Financial Statement, the Group Annual
Financial Statement and the Auditors' Reports (also as Group
auditors') thereon (including the proposal in relation to the
appropriation of retained earnings), will be available for inspection
at the Company's registered office, from June 3, 2003. Copies will be
sent to shareholders upon request. Copies could also be downloaded
from the website of the Company, www.altin.ch. Copies will also be
available at the Annual General Meeting.
Admission to the Annual General Meeting
Registered shareholders entered in the share register up to and
including June 2, 2003 with voting rights will receive, together with
the invitation to the Annual General Meeting, a reply card that they
may use not later than June 18, 2003 (date of receipt) to order
admission cards and voting papers. No entries conferring voting rights
will be made in the share register in the period from June 16, 2003 to
the day of the Annual General Meeting.
CDI attendants who are CREST members holding CDIs as beneficial owners
and CDI attendants who are beneficial owners of CDIs holding CDIs
through a CREST member as nominee, are entitled to attend the Annual
General Meeting and to cast their votes where they are the subject of
a proxy in their favour from CREST International Nominees Ltd. (To be
made in the form of an omnibus proxy from CREST International Nominees
Ltd. and sent to the Company). Registered CDI attendants entered in
the CDI register maintained by CRESTCo. Ltd. up to and including June
2, 2003 will receive, together with the invitation to the Annual
General Meeting, a reply card that the beneficial owner may use not
later than June 18, 2003 to register for attendance at the Annual
General Meeting by facsimile. All nominees are requested to forward
this information immediately to the beneficial owners of the CDIs.
Proxies
Shareholders or CDI attendants who do not want to attend the Annual
General Meeting personally may arrange to be represented by a proxy,
who need not to be a shareholder, by the depository bank or by the
Company. Shareholders and CDI attendants may also appoint Mr. Bernhard
Lehmann, dipl. Wirtschaftsprufer, c/o Caminada Treuhand AG Zurich,
Zollikerstrasse 27, 8032 Zurich, Switzerland, as independent voting
proxy pursuant to Article 689c of the Swiss Code of Obligations.
Unless instructed otherwise, the proxy can exercise the votes in
favour of the proposals made by the Board of Directors. In addition,
the proxy may appoint another person to act on his behalf.
The shareholder will transfer the admission card to the proxy for
legitimation purposes. The CDI attendant will transfer the reply card
signed by himself to the proxy for legitimation purposes and will
register the proxy until June 18, 2003 at the latest, by facsimile
and, in case of the appointment of the independent voting proxy or the
Company as a proxy, until June 24, 2003 at the latest in written form
by airmail at S A G SIS Aktienregister AG, Olten, Switzerland. The
appointment of any proxy has to be faxed by the registered CREST
member who holds the CDIs. CREST Members holding CDIs must input a
Transfer to Escrow instruction ("TTE") in CREST such that, although
they retain ownership of the CDI, until after the Annual General
Meeting any CDIs in respect of which they wish to enjoy any
entitlement as described in this Invitation is held under control of
and to the order of the Company, by CRESTCo Ltd..
Representatives of Deposited Shares
Representatives of deposited shares within the meaning of Article 689d
of the Swiss Code of Obligations are requested to notify the Company
of the number of represented shares as soon as possible, and by no
later than on 25 June 2003 at the entrance to the Annual General
Meeting. The capacity to act as representative of deposited shares is
regulated by the Swiss Code of Banks and similar Institutes of 8
November 1934.
Baar, June 3, 2003 Altin AG
The Board of Directors
Short Name: Altin AG
Category Code: NOA
Sequence Number: 00005466
Time of Receipt (offset from UTC): 20030530T094320+0100
--30--ZW/uk*
CONTACT: Altin AG
KEYWORD: UNITED KINGDOM SWITZERLAND INTERNATIONAL EUROPE
INDUSTRY KEYWORD: BANKING
SOURCE: Altin AG
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com