-1- Andreae-Noris Zahn AG Frankfurt am Main - Securities - Anzag

Andreae-Noris Zahn AG
Frankfurt am Main
- Securities Identification Number (WKN) 504 700 -
- ISIN DE0005047005 -
We herewith invite the shareholders of our company to the ordinary Annual General Meeting
which will take place at the Radisson SAS Hotel, Franklinstraße 65, 60486 Frankfurt am
Main, on Tuesday, 12 February 2008, at 10h00.
Agenda of the ordinary General Meeting:
1. Presentation of the financial statements for the fiscal year from 1 September 2006
to 31 August 2007, the management report of the Executive Board and the report of
the Supervisory Board as well as the approved consolidated financial statements
and the consolidated management report for the fiscal year from 1 September 2006
to 31 August 2007 as well as the explanatory report of the Executive Board on the
information in terms of takeover law in accordance with § 289 para 4, § 315 para 4
of the German Commercial Code (HGB) .
These documents are available for inspection at the business premises of Andreae-Noris
Zahn AG, Solmsstraße 25, 60486 Frankfurt am Main and on the Internet on
www.anzag.de through the link “Hauptversammlung”. On request, they can also be sent
by mail to the shareholders.
2. Resolution on the appropriation of the unappropriated retained earnings for the
fiscal year from 1 September 2006 to 31 August 2007.
The Executive Board and the Supervisory Board recommend that the unappropriated
retained earnings for the fiscal year from 01.09.2006 to 31.08.2007 in the amount of EUR
17.554.387.28, including the profit carried forward of EUR 554,387.28 be appropriated as
follows:
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a)
Distribution of a dividend in the amount of EUR 1.45
for a total of 10,678,430 ordinary shares entitled to
dividend payments (no par value shares)
EUR 15,483,723.50
b) Profit carried forward EUR 2,070,663.78
Unappropriated retained earnings EUR 17,554,387.28
3. Resolution on the formal approval of the actions of the Executive Board.
The Executive Board and the Supervisory Board propose that the actions of the Executive
Board during the fiscal year from 1 September 2006 to 31 August 2007 be formally
approved.
4. Resolution on the formal approval of the actions of the Supervisory Board.
The Executive Board and the Supervisory Board propose that the actions of the
Supervisory Board during the fiscal year from 1 September 2006 to 31 August 2007 be
formally approved.
5. Elections to the Supervisory Board
The term of all Supervisory Board members expires at the end of the General Meeting on
12 February 2008. In accordance with § 96 para 1, § 101 para 1 German Stock
Corporation Act and § 7 para 1 sentence 1 No. 1 and sentence 2 of the Co-determination
Act and § 9 para 1 of the By-laws of Andreae-Noris Zahn AG the Supervisory Board is
comprised of 16 members, with 8 representatives of the shareholders to be elected by
the General Meeting and 8 representatives of the employees whose election is governed
by the provisions of the Co-Determination Act.
The Supervisory Board proposes to the General Meeting to elect the following persons as
members of the Supervisory Board of the shareholders for the new term until the end of
the General Meeting which will take a decision on the discharge for the fiscal year from 1
September 2011 to 31 August 2012:
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a) Uwe E. Flach, Frankfurt
Management Consultant in the finance industry
Mr. Flach is a member of the following Supervisory Boards to be set up in accordance
with statutory provisions and in comparable domestic and foreign control bodies of
business entities:
STADA Arzneimittel AG, Bad Vilbel
Nordenia International AG, Greven, Chairman
GEHAG GmbH, Berlin, Chairman
b) Jürgen Funke, Wiesbaden
Pharmacist in "Neue Apotheke", Wiesbaden
Mr. Funke is a member of the following Supervisory Boards to be set up in accordance
with statutory provisions and in comparable domestic and foreign control bodies of
business entities:
Sanacorp Pharmahandel AG, Planegg (Chairman)
Sanacorp eG Pharmazeutische Großhandlung, Planegg (Chairman)
Millennium S.r.l., Bologna, Italien, (Chairman)
c) Dr. Herbert Lang, Germering
Member of the Executive Board of Sanacorp Pharmahandel AG, Planegg
Member of the Executive Board of Sanacorp eG Pharmazeutische Großhandlung,
Planegg
Managing Director of Millennium S.r.l., Bologna, Italy
d) Prof. Dr. Rainer Lorz, Stuttgart
Attorney at Law and Partner of the law firm Hennerkes, Kirchdörfer & Lorz, Stuttgart
e) Dr. Frank Oppenländer, Stuttgart
Attorney at Law and Notary
Law Firm and Notary’s Office Dr. Frank Oppenländer, Stuttgart
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Dr. Oppenländer is a member of the following Supervisory Boards to be set up in accordance
with statutory provisions and in comparable domestic and foreign control bodies of business
entities:
Untertürkheimer Volksbank eG, Stuttgart (Chairman)
Advisory Board Rex Industrie-Produkte Graf von Rex GmbH, Schwäbisch Hall
(Chairman)
Advisory Board of Hans-Otto Bucher GmbH & Co. KG, Rottweil
f) Gerhard Reichert, Hengersberg
Pharmacist in the „Rohrberg-Apotheke“, Hengersberg
Mr. Reichert is a member of the following Supervisory Boards to be set up in accordance
with statutory provisions and in comparable domestic and foreign control bodies of
business entities:
Deutsche Apotheker- und Ärztebank eG, Düsseldorf
g) Manfred Renner, Tutzing
Chairman of the Executive Board of Sanacorp Pharmahandel AG, Planegg
Chairman of the Executive Board of Sanacorp eG Pharmazeutische Großhandlung,
Planegg Managing Director of Millennium S.r.l., Bologna, Italy
h) Jacobus Bernardus de Vries, Oisterwijk, The Netherlands
Wholesale Director CEE Region (Central and Eastern Europe) of Alliance Healthcare
B.V., 's-Hertogenbosch, The Netherlands, a member of Alliance Boots, England
Mr. de Vries is a member of the following Supervisory Boards to be set up in accordance
with statutory provisions and in comparable domestic and foreign control bodies of
business entities:
Board Member of Alliance Healthcare Russia, Moscow, Russia
Non-executive Chairman of Kring-apotheek B.V., 's-Hertogenbosch, The Netherlands
Board Member of ZorgDAS Association, The Hague, The Netherlands
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The persons referred to under a) to g) are already now members of the Supervisory
Board – Mr. Manfred Renner as Chairman of the Supervisory Board - and are proposed
for re-election.
The General Meeting shall not be bound by election proposals.
6. Resolution on the amendment to § 3 of the By-laws (Announcements)
The Transparency Directive Implementation Act (TUG) which became effective in
January 2007 stipulates that the electronic transfer of information to shareholders is only
admissible with the consent of the General Meeting. In order to be able to offer this
practical and environmentally sound form of communication to our shareholders in future,
too, the By-laws are to be amended accordingly.
The Executive Board and the Supervisory Board, therefore, propose to adopt the
following resolution:
a) The heading of the existing § 3 Announcements is supplemented and has now the
following wording: "§ 3 Announcements and Information“
b) The existing content of § 3 "Announcements" becomes para 1.
c) § 3 of the By-laws is supplemented by the following para 2:
"(2) Information to shareholders may be transferred by way of electronic data
transfer.“
7. Resolution on the amendment to § 20 para 3 sentence 2 of the By-laws (Financial
Statements)
In accordance with § 20 para 3 sentence 2 of the By-laws of the company the financial
statements, the management report of the Executive Board, the consolidated financial
statements, the Group management report, the report of the Supervisory Board and the
proposal by the Executive Board for the appropriation of the unappropriated retained
earnings for the year must be available in the business premises of the company for
inspection by the shareholders from the sending of the invitation onwards. This wording
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corresponds to the provisions of § 175 para 2 German Stock Corporation Act. Following
an amendment to the Stock Corporation Act by the second Act to amend the
Transformation Act of 19 April 2007 this obligation to make these documents available in
the business premises of the company is not necessary if the corresponding documents
are accessible during the same period of time through the website of the company.
The Executive Board and the Supervisory Board propose to adapt the By-laws to the
amended provisions of § 175 para 2 German Stock Corporation Act and to provide the
company within the framework of modern corporate communications with the possibility
to make the afore-mentioned documents exclusively available through the website of the
company. For that reason the Executive Board and the Supervisory Board propose to
delete § 20 para 3 sentence 2 without replacement; § 20 para 3 hence has the following
wording:
"(3) Immediately after receipt of the report of the Supervisory Board the Executive Board
shall convene the Ordinary General Meeting."
8. Election of the auditor for the fiscal year from 1 September 2007 to 31 August 2008.
The Supervisory Board proposes to elect PKF Pannell Kerr Forster GmbH, Frankfurt am
Main, as auditor and Group auditor as well as in view of an auditing of interim financial
reports for the fiscal year from 1 September 2007 to 31 August 2008.
Conditions governing participation in the Annual General Meeting and the exercise of
voting rights:
Only shareholders who register prior to the Annual General Meeting and submit proof of their
entitlement will be entitled to participate in the Annual General Meeting and exercise their
voting rights. The entitlement must be evidenced by a special certification of shareholding
issued by the depositary bank in German or English. The evidence must refer to the
beginning of 22 January 2008. The registration and proof of entitlement must be received
by the company under the following address no later than 5 February 2008 (24h00):
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Andreae-Noris Zahn AG
c/o Computershare HV-Services AG
HV-Anmeldung
Hansastraße 15
80686 München
Tel.: +49 (0)89-30903-625 (Monday – Friday from 9h00 to 17h00)
Fax: +49 (0)89-309037-4675
Email: anmeldestelle@computershare.de
In case of doubts as to the accuracy or genuineness of proof the company shall be entitled to
demand further appropriate evidence. If such proof is not provided or not provided in an
appropriate form, the company may reject the entitlement of the shareholder to participate in
the General Meeting and to exercise the voting right.
Voting proxy:
Shareholders who do not wish to attend the Annual General Meeting in person may have
their voting right exercised by a proxy, e.g. their depositary bank, an association of
shareholders or any other person of their choice. Banks, association of shareholders as well
as other persons acting in a business capacity within the meaning of § 135 para 9 AktG
(German Stock Corporation Act) may be entitled in any provable and verifiable form;
otherwise the power of attorney must be issued in writing.
We offer our shareholders for this Annual General Meeting to issue a power of attorney to
proxies named by the company and bound by the instructions of the shareholders already
prior to the Annual General Meeting. For this purpose, it is necessary to apply for an
admission ticket to the Annual General Meeting at the depository bank. In order to ensure a
timely receipt of the admission ticket, it should be requested as early as possible from the
depository bank. Further information on proxies as well as a form to issue a proxy and
instructions will be provided to the shareholders together with the admission ticket for the
Annual General Meeting by their depository bank. This proxy and instruction form must be
completed and signed and sent no later than 7 February 2008, 24h00 (date of receipt) to the
address stated in the power of attorney either by mail or by fax. The proxies named by the
company will only be entitled to exercise the voting right insofar as they have received
express instructions on individual items
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on the agenda. The corresponding information is also available to shareholders on the
Internet address www.anzag.de/Investor-Relations/Hauptversammlung. Even in the event of
a power of attorney of the proxies named by the company, registration in due time and proof
of shareholding in due time in accordance with the foregoing provisions are necessary.
Enquiries, motions and/or nominations by shareholders:
Enquiries, motions or nominations by shareholders must be exclusively addressed together
with proof of the shareholder status to the following address:
Andreae-Noris Zahn AG
Legal Department
Solmsstraße 25
60486 Frankfurt
Fax: 069/79203-400
Email: hauptversammlung@anzag.de
Any motions as well as election proposals by shareholders which are received by the
company within the statutory period at the aforementioned address, will be made available,
together with the name of the shareholder, a statement of reasons and any comments by the
Executive Board on the website of the company under www.anzag.de. Any motions and
election proposals addressed differently will not be taken into account.
By way of supplement to the aforementioned information, we hereby inform you that at the
time of the convening notice to the ordinary general meeting the share capital of the
company is divided into 10,678,430 no-par value bearer shares. Every share grants one
vote; the total number of votes hence amounts to 10,678,430. As far as the company knows,
no share is excluded from the right to vote at the time of the convening notice.
If you have any questions, our Annual General Meeting hotline is available to you under
+49(0)69/79203-402 during the usual business hours.
Frankfurt am Main, January 2008
The Executive Board
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