Invitation to the 26th Annual General Shareholders Meeting of Sonova Holding AG Tuesday, June 21, 2011 Hallenstadion Zurich, Wallisellenstrasse 45, 8050 Zurich Dear Shareholders We cordially invite you to this year s Annual General Meeting. It takes place on: Tuesday, June 21, 2011, at 3:30 p.m. (doors open at 2:00 p.m.) at Hallenstadion Zurich, Wallisellenstrasse 45, 8050 Zurich Please find enclosed your official invitation, including the agenda and the motions of the Board of Directors. If you are unable to attend the General Shareholders Meeting in person, you can exercise your voting right through a third party, an independent proxy or Sonova Holding AG. We look forward to welcoming you to our Annual General Shareholders Meeting. Robert Spoerry Chairman of the Board of Directors Sonova Holding AG Laubisrütistrasse 28 8712 Stäfa Switzerland Phone +41 58 928 33 33 Fax +41 58 928 33 99 www.sonova.com
Agenda 1. Financial Reporting 2010/2011; Advisory Vote on the Compensation Report 2010/2011 1.1 Approval of the Annual Report, of the Consolidated Financial Statements, and of the Financial Statements of Sonova Holding AG for 2010/2011; Acknowledgment of the Reports of the Statutory Auditor Motion of the Board of Directors The Board of Directors proposes to approve the Annual Report, the Consolidated Financial Statements, and the Financial Statements of Sonova Holding AG for the business year 2010/2011. 1.2 Advisory Vote on the Compensation Report 2010/2011 Motion of the Board of Directors The Board of Directors proposes to ratify the compensation report 2010/2011 in a nonbinding advisory vote. 2. Appropriation of Available Earnings / Allocations and Distribution from Legal Reserves from Capital Contributions 2.1 Appropriation of Available Earnings and Allocation to Legal Reserves from Capital Contributions a. Motion of the Board of Directors: The Board of Directors proposes to appropriate the available earnings as follows: in CHF 1,000 Carry forward from previous year 498,858 Allocation from reserves for treasury shares 21,047 Net profit of the year 231,131 Available earnings 751,036 Allocation to legal reserves from capital contributions 108,233 Allocation from general legal reserves 30,643 Balance to be carried forward 673,446 If this proposal is approved the allocation of CHF 108,232,664 to legal reserves from capital contributions feeds the legal reserves from capital contributions so that they amount, together with the current legal reserves from capital contributions of CHF 116,055,076, to CHF 224,287,740 in total. Out of this amount of CHF 224,287,740, an amount of CHF 187,805,664 as per March 31, 2010 was approved by the Federal Tax Administration. In the business year 2010/2011 an additional amount of legal reserves from capital contributions of CHF 36,482,076 was created through the capital increase out of the available conditional share capital so that the total legal reserves from capital contributions amount to CHF 224,287,740. 2.2 Allocation to Free Reserves and Distribution from Legal Reserves from Capital Contributions a. Motion of the Board of Directors The Board of Directors proposes to allocate CHF 79,760,800 of the legal reserves from capital contributions to the free reserves for distribution to the shareholders as follows:
Allocation of legal reserves from capital contributions to free reserves in the amount of CHF 1.20 per share on 66,467,333 shares* for distribution to the shareholders distribution for 2010/2011 of CHF 1.20 per share on 66,467,333 shares* from legal reserves from capital contributions, through the free reserves created above, to the shareholders CHF 79,760,800 CHF 79,760,800 * Shares held by Sonova Holding AG and its subsidiaries are not entitled to such distribution. Thus the reported amounts might be adjusted accordingly. As a result of the Swiss tax reform II effective as of January 1, 2011, Swiss tax legislation allows the distribution to the shareholders out of the legal reserves from capital contributions without the deduction of 35% Swiss withholding tax. If the above proposal is approved, an amount of CHF 1.20 per share will be paid out of the legal reserves from capital contributions, through the free reserves, with the value date 28 June, 2011. 3. Discharge of the Members of the Board of Directors Motion of the Board of Directors The Board of Directors proposes to discharge the non-executive members of the Board of Directors for their activities in 2010/2011. 4. Re-election to the Board of Directors a. Motion of the Board of Directors The Board of Directors proposes that Heliane Canepa be re-elected for the statutory term of office of three years. Heliane Canepa (born 1948, Swiss citizen) was President and CEO of Nobel Biocare AB, Sweden, and CEO of the group s parent company, Nobel Biocare Holding AG, until September 1, 2007. Before joining Nobel Biocare, Heliane Canepa was CEO for 20 years of Schneider Worldwide, a cardiology medtech company based in Switzerland and the United States that manufactures balloon catheters. Heliane Canepa completed business school in Dornbirn, Austria, and continued her studies at West London College in London, Sorbonne University in Paris, and the Foreign Executive Development Program at Princeton University in New Jersey (USA). Heliane Canepa s profound experience of the medtech / implant industry is extremely relevant and valuable to Sonova s business and, in particular, the newly created implant division. William D. Dearstyne: Sonova Holding AG indicated in the Annual Report 2009/2010 that William D. Dearstyne, according to the Organizational Regulations of Sonova Holding AG, will retire as a member of the Board of Directors on the General Shareholders Meeting in June 2011. Art. 7 para. b of the Sonova Holding AG Organizational Regulations reads: They [the members of the Board] shall automatically retire on the date of the shareholders meeting following their completion of the 70th year of age. In justified individual cases the Board of Directors can make an exemption. The Board of Directors resolved on its meeting on May 10, 2011 to grant an exemption to allow William D. Dearstyne to continue serving on the Board of Directors until completion of his current three year term which expires at the shareholders meeting in 2012. William D. Dearstyne s experience
and in-depth knowledge of Sonova Holding AG, combined with the insight gained as a member of the Board of Directors investigation task force, is instrumental to ensure that the findings of the investigation carried out after the profit warning are addressed appropriately. 5. Election of the Statutory Auditors a. Motion of the Board of Directors The Board of Directors proposes to re-elect PricewaterhouseCoopers AG, Zurich, as Statutory Auditors for a further period of one year. At the request of the Audit Committee of the Board of Directors, the Board proposes to re-elect PricewaterhouseCoopers AG, Zurich, as Statutory Auditor for a further period of one year. PricewaterhouseCoopers has confirmed to the Audit Committee of the Board of Directors that it possesses the independence required to carry out the assignment and that this independence has not been compromised as a result of the services provided to Sonova in addition to the audit assignment. Stäfa, 24 May 2011 For the Board of Directors. The President: Robert Spoerry
Organizational Matters Documents The Annual Report 2010/11, the Consolidated Financial Statements, the Financial Statements of Sonova Holding AG for 2010/2011 and the Compensation Report 2010/2011 as well as the original reports of the Auditors will be available for inspection by the shareholders from 24 May, 2011, at the company s registered office in CH-8712 Stäfa, Laubisrütistrasse 28. These documents may also be ordered from the share register by returning the enclosed reply form or may be viewed on the website at www.sonova.com. Admission Cards Shareholders with voting rights who have been recorded in the share register by 15 June, 2011 will directly receive this invitation to the Annual General Shareholders Meeting, including the agenda and the motions of the Board of Directors. Upon returning the enclosed reply form, shareholders will receive the admission cards and voting documents. From 16 June, 2011 to 21 June, 2011, no entries will be made in the share register. Registered shareholders who sell their shares before the Annual General Shareholders Meeting will no longer be entitled to vote. Representation/Proxy Shareholders who cannot attend the Annual General Shareholders Meeting in person may be represented as follows: by another person who does not need to be a shareholder or by a person acting as proxy for deposited shares: If you wish to be so represented, you must order an admission card. The proxy on the back of the admission card must be completed and signed and given to the authorized person or to the person acting as proxy for deposited shares. by the independent proxy holder, Andreas G. Keller, Rechtsanwalt, Gehrenholzpark 2g, Postfach 2924, CH-8021 Zurich: Proxy is granted by completing the reply form accordingly (an admission card does not have to be ordered). In the absence of written instructions regarding certain or all agenda items, the independent proxy holder will cast his votes in accordance with the motions of the Board of Directors. by Sonova Holding AG: Proxy is granted by completing the reply form accordingly (an admission card does not have to be ordered). The votes will be cast in accordance with the motions of the Board of Directors. Proxies with instructions contrary to the motions of the Board of Directors will be forwarded to the independent proxy holder and treated as if they were direct proxies to the independent proxy holder. Persons acting as proxies for deposited shares within the meaning of Article 689d Swiss Code of Obligations are asked to inform ShareCommService AG, Europastrasse 29, CH-8152 Glattbrugg in due course of the number of shares they represent, in any event no later than by June 21, 2011 at 3.30 p.m. Voting Rights and Representation Restrictions Shareholders attention is drawn to Article 14 of the Articles of Association. According to this article, no shareholder may by the exercise of voting rights combine for their own and represented shares more than 10% of the total number of shares as shown in the Commercial Register. Language The Annual General Shareholders Meeting will be held in German and partly in English. There will be simultaneous translation from English into German. Also, an FM installation will be available for persons with hearing loss. FM receivers can be rented free of charge at the entrance.
Arrival at the Hallenstadion Public Transportation Driving by Car From Zurich Mainstation Take the train S2, S5, S6, S7, S8, S14 or S16 to Bahnhof Oerlikon. Change to the bus no. 63/94 or Tram 11, get off at the stop Messe/Hallenstadion. From direction Bern/Basel (A1) Drive via N20 ( Zurich Nordring ) and take exit Zurich-Seebach. Then follow the signs Messe Zurich. From Airport Zurich Take the train S2 to Bahnhof Oerlikon. Change to the bus no. 63/94 or Tram 11, get off at the stop Messe/Hallenstadion. From direction St. Gallen/Winterthur (A1) Take exit Wallisellen. Follow the signs Messe Zurich along the Überland- to the Aubruggstrasse. Turn left at the end of the street into the Hagenholzstrasse. From direction Chur (A3) First follow the autobahn-signs Winterthur/Flughafen. After the Hardbrücke please use the right line and leave the main road before the tunnel entrance close to the Bucheggplatz. Then follow the signs Messe Zurich. Parking (Parking Deck Messe Zurich, Andreastrasse 65, 8050 Zürich) Follow the signs Messe Zurich until the junction Thurgauerstrasse - Binzmühlenstrasse/ Hagenholzstrasse. The access to the parking deck Messe Zurich occurs from the Hagenholzstrasse. There is a direct foothpath from the Parking deck Messe Zurich to the Hallenstadion (ca. 500m).