Full Press Release Details
General Meeting of Alcon, Inc.
__________________________
August 16, 2010, 10:00 a.m. (doors open at 9:00 a.m.)
Center Metalli at the Parkhotel Zug, CH-6304 Zug, Switzerland
elections to the Board of Directors (Conditional Resolution)
On behalf of our Board of Directors, we
would like to invite you to an Extraordinary General Meeting of Shareholders of
Alcon, Inc. to be held at the Congress Center Metalli, Zug, Switzerland, on
Monday, August 16, 2010. The elections of new members to the Board of
Directors are proposed for approval at the meeting. The agenda and
related information are set out below. The resolution to be taken at this
Extraordinary General Meeting of Shareholders of Alcon, Inc. shall become
effective only upon the consummation of the acquisition by Novartis AG of all
common shares of Alcon, Inc., with a par value of CHF 0.20 per share, that are
beneficially owned by Nestl S.A. as of such time, pursuant to the Purchase and
Option Agreement dated April 6, 2008 between Novartis AG and Nestl S.A., as
evidenced by a press release from Alcon, Inc.
Your vote is important. If
you are a registered holder, please vote now by proxy so that your shares are
represented at the meeting. You can vote your shares by marking your
choices on the enclosed proxy card, and then signing, dating and mailing it in
the enclosed envelope or by following the Internet or telephone voting
instructions on the proxy card. Using any of these methods, you
authorize Alcon, Inc. to vote your shares as you specified. If you
authorize Alcon, Inc. to vote your shares without giving any instructions, your
shares will be voted in accordance with the proposals of the Board of Directors
with regard to the item listed on the agenda. If new proposals (other
than the one on the agenda) are being put forth before the meeting, the Alcon,
Inc. representative will vote your shares in accordance with the position of the
Board of Directors. Proxy forms must be sent to the Company in the
enclosed envelope, arriving no later than August 11.
If you are a registered holder, you may
also authorize the inde pendent representative, Ms. Andrea Hodel,
Attorney-At-Law, Zug, Swit zerland, with full rights of substitution, to
vote your shares on your behalf. Ms. Hodel's address
is: Industriestrasse 13c, CH-6304 Zug, Switzerland. If you
authorize the independent representative to vote your shares without giving
instructions, your shares will be voted in accordance with the proposals of the
Board of Directors with regard to the item listed on the agenda. If
new proposals (other than the one on the agenda) are being put forth before the
meeting, the independent representative will abstain from voting your shares
with regards to any such new proposals. Proxy forms authorizing the
independent representative to vote your shares on your behalf must be sent to
the Company in the enclosed envelope or directly to the independent
representative, arriving no later than August 11.
Alternatively, if you are a registered
holder, you may choose to attend the meet ing and vote in person, or appoint
a proxy of your choice to vote at the meeting for you. The proxy need
not be a shareholder. If you choose to attend the meeting in person,
or appoint a proxy to attend on your behalf, your shares can only be voted at
the meeting. To select one of these options, please complete the
attendance portion of the enclosed proxy card and return it to the
Company in the enclosed envelope, arriving no later than August 11.
If you are a beneficial owner, you are
requested to instruct your broker or custodian as to how to vote your shares
using the instruction form provided to you. You may also instruct
your broker or custodian to authorize the independent representative to vote
your shares. Alternatively, if you wish to vote in person then you
Each holder wishing to attend the
meeting in person must present his/her admission card before 9:45 a.m. on August
16, 2010, at one of the control offices at the meeting location for
validation. Doors open at 9:00 a.m. Registered shareholders who have
appointed Alcon, Inc. or the independent representative as a proxy and
beneficial owners who have not obtained a power of attorney from their broker or
custodian may not attend the meeting in person or send an alternate proxy of
their choice to represent them at the meeting.
Please note that shareholders who have
sold their shares before the meeting date are not entitled to vote or
participate in the meeting.
shares of Alcon, Inc. are listed on the New York Stock Exchange (NYSE) under the
Inc., B sch 69, P.O. Box 62, CH-6331
additional information about Alcon, Inc., please contact Alcon Investor
Relations, 6201 South Freeway, MCT7-5, Fort Worth, Texas, 76134-2099, Telephone
(800) 400-8599, E-mail investor.relations@alconlabs.com or visit our web site at
Elections to the Board of Directors (Conditional Resolution)
The Board of Directors proposes that the
following persons be elected for the following terms of office:
resolution on the elections to the Board of Directors shall become effective
only upon the consummation of the acquisition by Novartis AG of all common
shares of Alcon, Inc., with a par value of CHF 0.20 per share, that are
beneficially owned by Nestl S.A. as of such time, pursuant to the Purchase and
Option Agreement dated April 6, 2008 between Novartis AG and Nestl S.A., as
evidenced by a press release from Alcon, Inc. (hereinafter referred to as the
following members of the Board of Directors have conditionally declared their
resignation, which resignation will be effective only upon occurrence of the
Condition: Werner Bauer, Francisco Casta er, Paul Bulcke, James Singh, Hermann
of Directors proposes that the following persons be elected to the Board of
Directors (which election will be effective upon occurrence of the
Vanni. Enrico Vanni (59) is a chemical engineer graduated from
the Federal Polytechnic School of Lausanne, Switzerland and holds a PhD
(Doctorate in Science) from the University of Lausanne. His
background also includes an MBA from INSEAD in Fontainebleau,
France. Enrico Vanni started his career in 1977 with IBM in San Jose,
California, and after his MBA in 1980, joined McKinsey & Company in Zurich,
Switzerland. He managed the Geneva Office from 1988 to
2004. His consulting activities mostly covered companies in the
pharmaceutical, consumer and finance sectors. He was head of the
European pharmaceutical practice and served as member of the Partner review
committee of the firm over many years. He retired as Director of
McKinsey at the end of 2007. Since 2008, he is an independent