Invitation Uster Technologies Ltd, Uster
Invitation Uster Technologies Ltd, Uster
Invitation Uster Technologies Ltd, Uster
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<strong>Invitation</strong>to the VI th Annual General Meetingof<strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong>, <strong>Uster</strong>on April 12, 2012 at 4.30 p.m.doors open at 3.45 p.m.at the Metropol, Fraumünsterstrasse 12, 8001 ZurichAgenda and Proposals of the Board of DirectorsThe Board of Directors of <strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong> submits the following business and proposals tothe General Meeting for discussion and decision:1. Approval of the business report 2011; notice of the reports of the auditorsThe Board of Directors proposes to approve the annual report, the annual financialstatements and the consolidated financial statements for the year 2011 and to take note ofthe reports of the auditors.2. Appropriation of available earnings; dividends from reserves from capitalcontributionsBalance brought forward: CHF 18,107,655Net profit for year 2011: CHF 36,844,654Available profit for year 2011: CHF 54,952,3092.1 The Board of Directors proposes to appropriate the available earnings as follows:Transfer to general legal reserves: CHF 0To be carried forward on new account: CHF 54,952,309309057 | DEE | 000327 <strong>Invitation</strong> EN Final2.doc
On January 1, 2011, the corporate tax reform II became effective. As a result, <strong>Uster</strong><strong>Technologies</strong> <strong>Ltd</strong> has the possibility to pay the dividend to its shareholders not out ofavailable profit but out of reserves from capital contributions. The dividend paid out ofreserves from capital contributions is not subject to the deduction of 35% Swiss withholdingtax. However, first, the Annual General Meeting has to allocate the amount of the dividendfrom the reserves from capital contributions to the free reserves before appropriating suchfree reserves as dividend.2.2 The Board of Directors proposes to allocate the reserves from capital contributions asfollows:Reserves from capital contributions CHF 99,859,000Allocation of reserves from capital contributions to freereserves in the amount of CHF 2.50 per share CHF 21,150,000Remaining reserves from capital contributions CHF 78,709,0002.3 The Board of Directors proposes to appropriate the free reserves as follows:Distribution of a dividend out of reserves from capitalcontributions in the amount of CHF 2.50 per share CHF 21,150,0003. Discharge of the members of the Board of Directors and the persons entrustedwith managementThe Board of Directors proposes to give discharge to the members of the Board of Directorsand the persons entrusted with management for the year 2011.4. Election of members to the Board of Directors4.1 Re-election4.2 ElectionThe Board of Directors proposes to re-elect Dr. Barry James Mulady for a period of 1 yearas a member of the Board of Directors.Explanations: The term of office of Dr. Barry James Mulady expires at the 2012 AnnualShareholder Meeting. He has been a member of the Board of Directors since 2003. Dr. BarryJames Mulady stands for re-election for a term of 1 year.The Board of Directors proposes to elect Philip Mosimann for a period of 1 year as amember of the Board of Directors.About the candidate: Mr. Philip Mosimann is the CEO of Bucher Industries AG, Zurich,since 2002. Prior to joining Bucher in 2001, he had held various positions at Sulzer AG,Winterthur, from 1980, most recently as of 1997 as division head of Sulzer Textile. Mr.Mosimann holds a Master in mechanical engineering (dipl. Ing.) from the Swiss FederalInstitute of Technology (ETH) Zurich. He also serves as a Board member of Conzzeta AG,Zurich. He was born in 1954 and is a Swiss citizen.5. Election of the auditorsThe Board of Directors proposes to re-elect Ernst & Young <strong>Ltd</strong> as the auditors for the fiscalyear 2012.
Attendance Procedures and DocumentationRegistration and Participation to the Annual General MeetingOnly shareholders entered in the share register with the right to vote on April 5, 2012 will be entitled toparticipate in the Annual General Meeting. From April 6, 2012 until April 12, 2012 no registrations willbe entered in the share register.Shareholders with the right to vote will receive their admission cards upon request using theRegistration and Power of Attorney Form enclosed with this invitation. The Registration and Power ofAttorney Form or a corresponding notification should be sent to the Company's Share Register(ShareCommService AG, Aktienregister der <strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong>, Europastrasse 29, CH-8152Glattbrugg) as soon as possible.Please note that you do not need to attend the Annual General Meeting in person and that you may berepresented by:a) <strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong>, as corporate proxy to exercise your voting rights in accordance with theproposals of the Board of Directors. Proxies with different instructions will be transferred to theindependent proxy; orb) Andreas G. Keller, attorney-at-law, Anwaltskanzlei Keller, P.O. Box 2924, CH-8021 Zurich, asindependent proxy.You can authorize Mr. Keller to act as your representative (with substitution rights) inaccordance with article 689c of the Swiss Code of Obligations. Mr. Keller votes as instructed byyou. If no instructions have been given, or shall the instructions not be clear, Mr. Keller will votein favour of the Board’s proposal(s).You may also be represented by:c) a proxy which can be another person who does not need to be a shareholder, e.g. yourdepository bank (in accordance with article 689d of the Swiss Code of Obligations).To authorize another person, e.g. your depository bank, you have to fill in this person's name onthe proxy on the reverse side of the admission card, which you will receive upon request usingthe Registration and Power of Attorney Form enclosed with this invitation. In order to allow theauthorized person to participate in the Annual General Meeting you need to hand the admissioncard to that person.DocumentationThe invitation to the Annual General Meeting of Shareholders, the agenda, and the proposals of theBoard of Directors have been sent to the duly registered shareholders of the Company.The business report, including the annual report, the annual financial statements and the consolidatedfinancial statements, as well as the reports of the auditors for the fiscal year 2011 will be mailed uponrequest, which may be made by returning the Registration and Power of Attorney Form included in theinvitation documentation.The business report and the reports of the auditors are also available to the shareholders at theCompany’s head office in <strong>Uster</strong> or on the internet via www.uster.com.
LanguageThe Annual General Meeting will be held partially in German and partially in English. There will be nosimultaneous translation of the Meeting.<strong>Uster</strong>, March 20, 2012For the Board of Directors of<strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong>Max-Ulrich ZellwegerChairman of the Board of DirectorsGeoffrey ScottMember of the Board of DirectorsEnclosures:- Registration and Power of Attorney Form- Return envelope to <strong>Uster</strong> <strong>Technologies</strong> <strong>Ltd</strong>, Share Register, c/o ShareCommService AG,Europastrasse 29, CH-8152 Glattbrugg