Resolutions of the 2008 AGM
West Chester (PA), USA, April 25, 2008
The 9th Annual General Meeting of Shareholders was held on April 24, 2008 at 4 pm at the Landhaus in Solothurn.
76,957,091 of the 118,699,793 issued and outstanding shares were represented at the AGM. The 186 shareholders attending the meeting represented 64.8% of the total capital.
The following resolutions were passed with few dissenting votes and abstentions:
Agenda item 3
The shareholders approved the report on the financial year, the annual accounts and the consolidated accounts for 2007.
Agenda item 4
The shareholders took note of a dividend of CHF 0.90 per share of common stock. The dividend will be paid out on April 30, 2008.
Agenda item 5
The shareholders elected Messrs Dr. Roland Brönnimann and Robert Bland as well as Mrs Amy Wyss to the Board of Directors as Class III Directors for a term of three years.
Agenda item 6
The shareholders ratified the selection of Ernst & Young as auditors of Synthes, Inc. for 2008.
The meeting was closed at 5.15 pm.
Synthes: A leading medical device company
Synthes is a leading global medical device company. We develop, produce and market instruments, implants and biomaterials for the surgical fixation, correction and regeneration of the human skeleton and its soft tissues.
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For further information please contact
Gilgian Eisner, Investor Relations, Synthes, Inc.
Phone +41 32 720 4745, Fax +41 32 720 4811
Email: ir.info@synthes.com
Restrictions Subject to US Securities Law
Synthes, Inc. management believes certain statements in this media release may constitute "Forward-Looking Statements" within the meaning of the "Private Securities Litigation Reform Act of 1995". These statements include but are not limited to those with respect to the potential for Synthes to offer new products and market existing ones, as well as the expected sales and sales growth of Synthes. These statements are made on the basis of management's views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from those expressed or implied. Such differences may result from the ability of Synthes to successfully develop and introduce new products and services and market existing products and services in a competitive marketplace and changes in the economic conditions that may affect the performance of the operations of Synthes. In addition, changes in competitive conditions and regulatory developments may affect future business performance, and changing market conditions may affect the valuation of Synthes securities.
In addition, it should be noted that past financial and operational performance of the company is not necessarily indicative of future financial and operational performance. Synthes undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
The securities of Synthes have been offered and sold outside the United States and have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"). Such securities may not be offered, sold or transferred in the U.S. or to U.S. Persons (as defined in the regulations of the Securities Act), except pursuant to a registration statement filed under the Securities Act or under an applicable exemption under the Securities Act. Hedging transactions involving such securities may not be conducted unless in compliance with the Securities Act. The Synthes securities are deemed "Restricted Securities" as that term is defined in Rule 144 under the Securities Act.