Resolutions of the 2005 AGM
Solothurn/Switzerland, April 25, 2005The Annual General Meeting of Shareholders was held on April 21, 2005 at 4 pm at the Basel Fair in Basel.
82’536’864 of the 114’932’428 issued and outstanding shares were represented at the AGM. The 394 shareholders attending the meeting represented 71.8% of the total capital.
The following resolutions were taken with few dissenting votes and abstentions.
Agenda item 2
Approval of the report on the financial year, the annual accounts and the consolidated accounts for 2004.
Agenda item 4
The shareholders re-elected Robert Bland, Dr. Roland Brönnimann and Dr. Allen Misher to the Board of Directors as Class III Directors for a term of three years.
Agenda item 5
The shareholders ratified the selection of Ernst & Young LLP, Philadelphia, PA, as auditors of Synthes, Inc. and as Group Auditors for 2005.
Agenda item 6
The shareholders accepted the proposal by the Board of Directors to amend the Certificate of Incorporation by eliminating Article FOURTH (b)(i). By doing so, the shareholders of common stock authorized the Board of Directors to issue additional shares of stock of the Corporation, up to the number authorized in the Certificate of Incorporation, without prior stockholder approval. The authorized stock of Synthes, Inc. amounts to 150’150’000 common and preferred shares.
For further information please contact
Peter Fehlmann, Investor Relations, Synthes, Inc.
Phone: +41 32 720 48 10 , Fax: +41 32 720 48 11
e-mail: ir.info@synthes.com