Invitation english - Mondobiotech

Invitation to the Extraordinary Shareholders' Meeting
of mondoBIOTECH holding AG
Wednesday, 14 September 2011, 11.00 a.m. (doors open at 10.00 a.m.)
‚Kapuzinerkloster‘, Mürgstrasse 18, CH – 6370 Stans
Agenda and Proposals of the Board of Directors
1 Creation of a single share type
The Board of Directors makes the following proposal:
– to create a single share type through the abolishment of the existing registered voting right shares and the splitting
of the existing 1’601’602 registered common shares with a par value of CHF 0.10 each into 16’016’020 registered
shares with a par value of CHF 0.01 each; and
– to approve the following amendments to the Articles of Incorporation in connection with the creation of a single
share type, whereas these amendments shall only be effective upon the registration in the commercial register:
a) Article 3 (Share Capital) paragraph 1 sentence 1 shall be amended as follows:
"The share capital of the company amounts to CHF 689’175.80, divided into 68’917’580 registered shares
with a par value of CHF 0.01 each."
b) Article 3a (Authorized Share Capital) paragraph 1 sentence 1 shall be amended as follows:
"The board of directors is authorized, at any time until 26 May 2013, to increase the share capital by a
maximum amount of CHF 291’648.20 by issuing up to 29’164’820 registered shares to be fully paid up with a
par value of CHF 0.01 each."
c) Article 3b (Conditional Share Capital) paragraph 1 sentence 1 shall be amended as follows:
"The share capital of the company will be increased by the issuing of up to 18’000’000 registered shares to
be fully paid up, each with a par value of CHF 0.01 to the nominal value of CHF 180’000 through the
exercising of options granted to employees, members of the board of directors and consultants of the
company or its subsidiaries."
d) Article 3b (Conditional Share Capital) paragraph 2 sentence 1 shall be amended as follows:
"The company’s share capital will be increased by the issue of a maximum of 14’694’130 registered shares to
be fully paid up, each with a par value of CHF 0.01 to a nominal value of CHF 146’941.30 by the exercising of
conversion or option rights granted to entitled parties in association with bonds and similar financial
instruments of the company or its subsidiaries, or option rights granted to existing and/or new shareholders
in connection with capital increases."
e) Article 15 (Important Decisions) paragraph 3 shall be deleted, and the current paragraph 4 of article 15 shall
become the new paragraph 3 of article 15.
f) Article 16 (Election, Term of Office, Constitution) paragraph 4 shall be deleted.
1.1 Special meeting of the holders of the voting right shares to approve the proposals of the Board of
Directors relating to the creation of a single share type and the amendments to the Articles of
Incorporation in connection with the creation of a single share type
The Board of Directors proposes that the above proposals relating to the creation of a single share type and the
amendments to the Articles of Incorporation in connection with the creation of a single share type be approved by the
special meeting of holders of voting right shares in accordance with article 15 paragraph 3 of the Articles of
Incorporation.
1.2 Vote on proposals of the Board of Directors relating to the creation of a single share type and the
amendments to the Articles of Incorporation in connection with the creation of a single share type
The Board of Directors proposes that the above proposals relating to the creation of a single share type and the
amendments to the Articles of Incorporation in connection with the creation of a single share type be approved by the
shareholders' meeting.
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mondoBIOTECH holding AG
Mürgstrasse 18 Tel.: +41 (0)840 200 010
CH-6370 Stans Fax: +41 (0)040 200 011
MWSt/VAT 667 987 www.mondobiotech.com

Organisational matters
The shareholders' meeting will be held in German.
Admission cards
Upon return of the registration form/proxy to the share register of mondoBIOTECH holding AG, c/o SIX SAG AG,
Baslerstrasse 90, P.O. Box, CH-4601 Olten, in the enclosed envelope, you will receive the admission card and the voting
slip. Shareholders may be represented at the shareholders' meeting according to the provisions of article 13 of the
Articles of Incorporation (see below).
Entitlement to vote
Those shareholders who were registered in the share register on 7 September 2011, 5.30 p.m., are entitled to vote. No
registrations in the share register will be made from 8 September through 14 September 2011. Shareholders who sell
their shares prior to the shareholders' meeting are no longer entitled to vote. If some of the shares have been sold, the
admission card received must be exchanged on the day of the shareholders' meeting.
Representation and proxy
Shareholders who do not personally attend the shareholders' meeting can be represented according to the provisions
of article 13 of the Articles of Incorporation as follows:
by any legal representative, who does not need to be a shareholder;
by any other shareholder entitled to vote;
by a portfolio representative. Portfolio representatives are requested to inform the Company of the number of
shares they represent in good time, but no later than on the day of the shareholders' meeting. Institutes subject
to the Federal Law on Banks and Savings Banks and professional asset managers are deemed portfolio
representatives;
by mondoBIOTECH holding AG (corporate proxy). The appropriately completed registration form grants proxy (the
admission card is not required). Votes will be cast in accordance with the proposals of the Board of Directors. Any
other instructions will be directed to the independent proxy holder; and
by the independent proxy holder, Mr. Dr. Otto Haus, c/o SIX SAG AG, P.O. Box, CH-4601 Olten. The appropriately
completed registration form grants proxy (the admission card is not required). Without written instructions, the
independent proxy holder will cast the votes according to the proposals of the Board of Directors.
This invitation is an informal translation of the German original. Should there be a discrepancy between this translation
and the German original, the latter shall prevail.
Stans, 12 August 2011
mondoBIOTECH holding AG
On behalf of the Board of Directors
Robert Edward Patterson, Chairman
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mondoBIOTECH holding AG www.mondobiotech.com