to the 27th Annual General Shareholders' Meeting on June ... - Sonova

sonova

to the 27th Annual General Shareholders' Meeting on June ... - Sonova

Invitation

ong>toong> ong>theong> 27 th ong>Annualong> ong>Generalong> Shareholders’ ong>Meetingong>

on June 19, 2012


InvItatIon

ong>toong> ong>theong> ong>27thong> ong>Annualong> ong>Generalong> Shareholders’ ong>Meetingong>

on June 19, 2012

Dear Shareholders

We cordially invite you ong>toong> this year’s ong>Annualong> ong>Generalong> Shareholders’ ong>Meetingong>.

It takes place on:

Tuesday, June 19, 2012,

at 3:30 p.m. (doors open at 2:00 p.m.)

at Hallenstadion Zurich,

Wallisellenstrasse 45, 8050 Zurich

Please find enclosed your official invitation, including ong>theong> agenda and ong>theong> motions

of ong>theong> Board of Direcong>toong>rs. If you are unable ong>toong> attend ong>theong> ong>Annualong> ong>Generalong> Shareholders’

ong>Meetingong> in person, you can exercise your voting right through a third party, an

independent proxy or Sonova Holding AG.

We look forward ong>toong> welcoming you ong>toong> our ong>Annualong> ong>Generalong> Shareholders’ ong>Meetingong>.

Robert Spoerry

Chairman of ong>theong> Board of Direcong>toong>rs


4

AGenDA

1. Financial Reporting 2011/12; Advisory Vote on ong>theong> Compensation Report 2011/12

1.1 Approval of ong>theong> ong>Annualong> Report, of ong>theong> Financial Statements of Sonova Holding AG

and of ong>theong> Consolidated Financial Statements for 2011/12; Acknowledgement

of ong>theong> Audiong>toong>rs’ Report

Motion of ong>theong> Board of Direcong>toong>rs:

The Board of Direcong>toong>rs proposes ong>toong> approve ong>theong> ong>Annualong> Report, ong>theong> Financial

Statements of Sonova Holding AG and ong>theong> Consolidated Financial Statements

for 2011/12.

1.2 Advisory Vote on ong>theong> Compensation Report 2011/12

Motion of ong>theong> Board of Direcong>toong>rs:

The Board of Direcong>toong>rs proposes ong>toong> acknowledge ong>theong> compensation report 2011/12

by a non-binding advisory vote.

2. Appropriation of Retained earnings / Allocation ong>toong> Free Reserves and

Determination of Payout from Capital Contribution Reserves

2.1 Appropriation of Retained earnings

Motion of ong>theong> Board of Direcong>toong>rs:

The Board of Direcong>toong>rs proposes ong>toong> appropriate

ong>theong> retained earnings as follows:

Carry forward from previous year

Allocation from reserves for treasury shares

net profit of ong>theong> year

Available earnings

Balance ong>toong> be carried forward

in CHF 1,000

673,446

1,079

290,351

964,876

964,876


2.2 Allocation ong>toong> Free Reserves and Determination of Payout from Capital

Contribution Reserves

InvItatIon

a. Motion of ong>theong> Board of Direcong>toong>rs:

The Board of Direcong>toong>rs proposes ong>toong> allocate CHF 1.20 per registered share from

ong>theong> capital contribution reserves ong>toong> ong>theong> free reserve (CHF 79,889,200.00 in ong>toong>tal)

and ong>toong> distribute an amount of CHF 1.20 per registered share for ong>theong> financial

year 2011/12.

no payout is made on treasury shares held by Sonova Holding AG and its

subsidiaries. The amount of ong>theong> payout will be reduced accordingly.

Payment of ong>theong> payout is foreseen as of June 26, 2012.

b. explanation of ong>theong> Board of Direcong>toong>rs:

As a result of ong>theong> Swiss Tax Reform II effective as of January 1, 2011, Swiss tax

legislation allows ong>theong> distribution ong>toong> ong>theong> shareholders out of ong>theong> legal reserves

from capital contributions without ong>theong> deduction of 35% Swiss withholding tax.

The distribution is not subject ong>toong> income tax for natural persons having tax

residence in Switzerland who hold ong>theong> shares as part of ong>theong>ir private assets.

If ong>theong> above proposal is approved, an amount of CHF 1.20 per share will be paid

out of ong>theong> legal reserves from capital contributions, through ong>theong> free reserves,

with ong>theong> anticipated value date June 26, 2012.

3. Discharge of ong>theong> Members of ong>theong> Board of Direcong>toong>rs and of ong>theong> Management Board

Motion of ong>theong> Board of Direcong>toong>rs:

The Board of Direcong>toong>rs proposes ong>toong> discharge ong>theong> members of ong>theong> Board of

Direcong>toong>rs and of ong>theong> Management Board for ong>theong> financial year 2011/12.

5


6

4. Amendments ong>toong> ong>theong> Articles of Association (Art. 6 and Art. 16)

4.1 Amendment ong>toong> Article 6: Cancellation of non-cash contributions

a. Motion of ong>theong> Board of Direcong>toong>rs:

The Board of Direcong>toong>rs proposes ong>toong> (i) delete sections (a) and (b) of Article 6

of ong>theong> Articles of Association, which shall be replaced by „Cancelled.“ and ong>toong> (ii)

delete „non-cash contributions“ in ong>theong> title next ong>toong> „Article 6“ of ong>theong> Articles

of Association. Accordingly, ong>theong> proposed new version of Article 6 would read

as follows:

„Article 6

Cancelled.“

b. explanation of ong>theong> Board of Direcong>toong>rs:

In 2001, Sonova Holding AG acquired Unitron CAV Ltd. and Hansaong>toong>n Akustische

Geräte GmbH. In this context, Sonova Holding AG increased its capital through

a non-cash contribution, i.e. participations in Unitron CAV Ltd. and Hansaong>toong>n

Akustische Geräte GmbH. Capital increases through non-cash contributions need

ong>toong> be disclosed in ong>theong> Articles of Association. For this reason, Article 6 was

introduced ong>toong> ong>theong> Articles of Association in 2001. Provisions concerning non-cash

contributions may be deleted by ong>theong> ong>Generalong> ong>Meetingong> of Shareholders after ten

years (Art. 628 para. 4 CO). Therefore, ong>theong> Board of Direcong>toong>rs proposes ong>toong> delete

ong>theong> current content of Article 6 now. To avoid a new numbering of ong>theong> remaining

articles, a reference ong>toong> ong>theong> cancellation will be added.


4.2 Amendment ong>toong> Article 16: new Term of Office

a. Motion of ong>theong> Board of Direcong>toong>rs:

The Board of Direcong>toong>rs proposes ong>toong> change Article 16 as follows

(emphasis added):

Current version

Article 16 Composition, term of office

The Board of Direcong>toong>rs shall consist

of at least three and a maximum of

nine members.

The members of ong>theong> Board of Direcong>toong>rs

shall be elected each time for a period

of three financial years. The term

of office shall end on ong>theong> day of ong>theong>

ordinary ong>Generalong> Shareholders’

ong>Meetingong> for ong>theong> last financial year of

ong>theong> term of office. If elections are held

ong>toong> appoint replacements during ong>theong>

term of office, ong>theong> newly elected

members shall complete ong>theong> term

of office of ong>theong>ir predecessors.

InvItatIon

Proposed new version

Article 16 Composition, term of office

The Board of Direcong>toong>rs shall consist

of at least three and a maximum of

nine members.

The members of ong>theong> Board of Direcong>toong>rs

shall be elected for a maximum term

of three financial years. The term

of office shall end on ong>theong> day of ong>theong>

ordinary ong>Generalong> Shareholders’

ong>Meetingong> for ong>theong> last financial year of

ong>theong> term of office. If elections are held

ong>toong> appoint replacements during ong>theong>

term of office, ong>theong> newly elected

members shall complete ong>theong> term

of office of ong>theong>ir predecessors.

b. explanation of ong>theong> Board of Direcong>toong>rs:

This year, 6 members of ong>theong> Board of Direcong>toong>rs stand for (re-)election. To improve

continuity at ong>theong> Board of Direcong>toong>rs ong>theong> Board of Direcong>toong>rs recommends ong>toong>

have roughly one third of its members (re-)elected every year. This approach is

supported by ong>theong> Swiss Code of Best Practice for Corporate Governance from

economiesuisse and is common practice for comparable companies. The proposed

Article 16 provides ong>theong> legal framework for this.

7


8

5. elections

5.1 Re-election of Dr. Michael Jacobi, Andy Rihs, Anssi Vanjoki, Ronald van der Vis

and Robert F. Spoerry

a. Motion of ong>theong> Board of Direcong>toong>rs:

The Board of Direcong>toong>rs proposes ong>toong> re-elect ong>theong> following members of ong>theong> Board:

i. Anssi Vanjoki and Ronald van der Vis, both for a period of 2 years until ong>theong>

ong>Annualong> ong>Generalong> Shareholders’ ong>Meetingong> 2014; and

ii. Dr. Michael Jacobi, Andy Rihs and Robert F. Spoerry, each for a period of 3

years until ong>theong> ong>Annualong> ong>Generalong> Shareholders’ ong>Meetingong> 2015.

b. explanation of ong>theong> Board of Direcong>toong>rs:

The proposed terms reflect ong>theong> objective of a yearly (re-)election of approximately

one third of ong>theong> members of ong>theong> Board of Direcong>toong>rs and are subject ong>toong> approval

of ong>theong> amendment of Art. 16 of ong>theong> Articles of Association (see above agenda item

no. 4.2).

Please refer for detailed biographical information ong>toong> ong>theong> 2011/12 Corporate

Governance Report and ong>toong> www.sonova.com.

Dr. Michael Jacobi (born in 1953, Swiss and German citizen) has been member

of ong>theong> Board of Direcong>toong>rs since 2003. He is Chairman of ong>theong> Audit Committee.

Andy Rihs (born in 1942, Swiss citizen) is a co-founder of ong>theong> company and

has been member of ong>theong> Board of Direcong>toong>rs since 1992.

Anssi Vanjoki (born in 1956, Finnish citizen) has been member of ong>theong> Board

of Direcong>toong>rs since 2009.

Ronald van der Vis (born in 1967, Dutch citizen) has been member of ong>theong> Board

of Direcong>toong>rs since 2009.

Robert F. Spoerry (born 1955, Swiss citizen) has been member of ong>theong> Board

of Direcong>toong>rs since 2003 (Chairman since 2011).


5.2 election of Dr. Beat Hess

InvItatIon

a. Motion of ong>theong> Board of Direcong>toong>rs:

The Board of Direcong>toong>r proposes ong>toong> elect Beat Hess ong>toong> ong>theong> Board of Direcong>toong>rs for a

period of 1 year until ong>theong> ong>Annualong> ong>Generalong> Shareholders’ ong>Meetingong> 2013.

b. explanation of ong>theong> Board of Direcong>toong>rs:

Dr. Beat Hess: It is with great pleasure that ong>theong> Board of Direcong>toong>rs proposes

Dr. Beat Hess as a new member. With his international and broad legal

experience, including in ong>theong> areas of corporate governance, compliance and risk

management, Dr. Beat Hess complements ong>theong> current Board of Direcong>toong>rs perfectly.

Dr. Beat Hess (born in 1949), Swiss citizen, studied at ong>theong> Universities of Geneva,

Freiburg and Miami, is an atong>toong>rney-at-law and holds a Ph.D. in Law. From 1988

ong>toong> 2003, Dr. Beat Hess served as ong>Generalong> Counsel of ABB Group and, from 2003

ong>toong> 2011, as Group Legal Direcong>toong>r and Member of ong>theong> Group executive Committee

of Royal Dutch Shell plc. Dr. Beat Hess is a member of ong>theong> Board of Direcong>toong>rs of

nestlé S.A. and of Holcim Ltd.

5.3 Re-election of Audiong>toong>rs

a. Motion of ong>theong> Board of Direcong>toong>rs:

The Board of Direcong>toong>rs proposes ong>toong> re-elect PricewaterhouseCoopers AG, Zurich,

as Audiong>toong>rs of Sonova Holding AG for a furong>theong>r period of one year.

b. explanation of ong>theong> Board of Direcong>toong>rs:

At ong>theong> request of ong>theong> Audit Committee of ong>theong> Board of Direcong>toong>rs, ong>theong> Board

proposes ong>toong> re-elect PricewaterhouseCoopers AG, Zurich, as Audiong>toong>rs for a furong>theong>r

period of one year. PricewaterhouseCoopers has confirmed ong>toong> ong>theong> Audit

Committee of ong>theong> Board of Direcong>toong>rs that it possesses ong>theong> independence required

ong>toong> carry out ong>theong> assignment and that this independence has not been

compromised as a result of ong>theong> services provided ong>toong> Sonova in addition ong>toong>

ong>theong> audit assignment.

Stäfa, May 22, 2012

For ong>theong> Board of Direcong>toong>rs

The Chairman: Robert Spoerry

9


10

ORGAnIZATIOnAL MATTeRS

Documents

The ong>Annualong> Report, ong>theong> Financial Statements of Sonova Holding AG, ong>theong> Consolidated

Financial Statements as well as ong>theong> original Audiong>toong>rs’ Report 2011/12 will be available

for inspection by ong>theong> shareholders from May 22, 2012, at ong>theong> company’s registered office

in Laubisrütistrasse 28, CH-8712 Stäfa. These documents may also be ordered from ong>theong>

share registrar by returning ong>theong> enclosed reply form or may be viewed on ong>theong> website

at www.sonova.com.

Admission Cards

Shareholders with voting rights, who have been recorded in ong>theong> share register by June 13,

2012, will directly receive this invitation ong>toong> ong>theong> ong>Annualong> ong>Generalong> Shareholders’ ong>Meetingong>,

including ong>theong> agenda and ong>theong> motions of ong>theong> Board of Direcong>toong>rs. Upon returning ong>theong> enclosed

reply form, shareholders will receive ong>theong> admission cards and voting documents.

From June 14, 2012, ong>toong> June 19, 2012, no entries will be made in ong>theong> share register.

Registered shareholders who sell ong>theong>ir shares before ong>theong> ong>Annualong> ong>Generalong> Shareholders’

ong>Meetingong> will no longer be entitled ong>toong> vote.

Representation/Proxy

Shareholders who cannot attend ong>theong> ong>Annualong> ong>Generalong> Shareholders’ ong>Meetingong> in person may

be represented as follows:

- by anoong>theong>r person who does not need ong>toong> be a shareholder or by a person acting as proxy

for deposited shares: If you wish ong>toong> be so represented, you must order an admission

card. The proxy on ong>theong> back of ong>theong> admission card must be completed and signed and

given ong>toong> ong>theong> authorized person or ong>toong> ong>theong> person acting as proxy for deposited shares.

- by ong>theong> independent proxy holder, Andreas G. Keller, Rechtsanwalt, Gehrenholzpark 2g,

P. O. Box 2924, CH-8021 Zurich: Proxy is granted by completing ong>theong> reply form

accordingly (an admission card does not have ong>toong> be ordered). In ong>theong> absence of written

instructions regarding certain or all agenda items, ong>theong> independent proxy holder will

cast his votes in accordance with ong>theong> motions of ong>theong> Board of Direcong>toong>rs.

- by Sonova Holding AG: Proxy is granted by completing ong>theong> reply form accordingly (an

admission card does not have ong>toong> be ordered). The votes will be cast in accordance with

ong>theong> motions of ong>theong> Board of Direcong>toong>rs. Proxies with instructions contrary ong>toong> ong>theong> motions

of ong>theong> Board of Direcong>toong>rs will be forwarded ong>toong> ong>theong> independent proxy holder and treated

as if ong>theong>y were direct proxies ong>toong> ong>theong> independent proxy holder.

Persons acting as proxies for deposited shares within ong>theong> meaning of Article 689d Swiss

Code of Obligations are asked ong>toong> inform ShareCommService AG, europastrasse 29, CH-8152

Glattbrugg, in due course of ong>theong> number of shares ong>theong>y represent, in any event no later than

by June 19, 2012, at 3:30 p.m. CeST.

Language

The ong>Annualong> ong>Generalong> Shareholders’ ong>Meetingong> will be held in German and partly in english.

There will be simultaneous translation from english inong>toong> German. Also, an FM installation

will be available for persons with hearing loss. FM receivers will be available at ong>theong> entrance.


ARRIVAL AT THe HALLenSTADIOn

PUBLIC TRAnSPORTATIOn

From Zürich Mainstation

From Airport Zürich

DRIVInG By CAR

From direction

Bern/Basel (A1)

From direction

St. Gallen/Winterthur (A1)

From direction Chur (A3)

Parking

LOReM InvItatIon IPSUM 11

Take ong>theong> train S2, S5, S6, S7, S8, S14 or S16 ong>toong> Bahnhof Oerlikon.

Change ong>toong> ong>theong> bus no. 63/94 or Tram 11, get off at ong>theong> song>toong>p

“Messe/Hallenstadion

Take ong>theong> train S2 ong>toong> Bahnhof Oerlikon. Change ong>toong> ong>theong> bus no.

63/94 or Tram 11, get off at ong>theong> song>toong>p “Messe/Hallenstadion”.

Drive via n20 („Zürich nordring“) and take exit Zürich-Seebach.

Then follow ong>theong> signs „Messe Zürich“.

Take exit Wallisellen. Follow ong>theong> signs „Messe Zürich“ along ong>theong>

Überland- ong>toong> ong>theong> Aubruggstrasse. Turn left at ong>theong> end of ong>theong> street

inong>toong> ong>theong> Hagenholzstrasse.

First follow ong>theong> auong>toong>bahn-signs „Winterthur/Flughafen“.

After ong>theong> Hardbrücke please use ong>theong> right lane and leave ong>theong> main

road before ong>theong> tunnel entrance close ong>toong> ong>theong> Bucheggplatz.

Then follow ong>theong> signs „Messe Zürich“.

(Parking Deck Messe Zürich, Andreastrasse 65, 8050 Zürich)

Follow ong>theong> signs „Messe Zürich“ until ong>theong> junction

Thurgauerstrasse - Binzmühlenstrasse/Hagenholzstrasse.

The access ong>toong> ong>theong> parking deck Messe Zürich occurs from ong>theong>

Hagenholzstrasse. There is a direct footpath from ong>theong> Parking

deck Messe Zürich ong>toong> ong>theong> Hallenstadion (ca. 500m).


Sonova Holding AG

Laubisrütistrasse 28

8712 Stäfa

Switzerland

Phone +41 58 928 33 33

Fax +41 58 928 33 99

email ir@sonova.com

Internet www.sonova.com

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