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Friday 24 April, 2009

Card Guard Ag

EANS-Adhoc: Invitation to the Ordinary General ...

PR Newswire/euro adhoc/
EANS-Adhoc: Invitation to the Ordinary General Meeting of Shareholders of Card
Guard Ltd.

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  ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
  distribution. The issuer is solely responsible for the content of this
  announcement.
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24.04.2009

Location: Neuhausen am Rheinfall on May 26, 2009 at 09:30 a.m. (doors open at
09:00 a.m.) at TECHNOPARK Zurich, Technoparkstrasse 1, 8005 Zurich

Agenda and Motions of the Board of Directors


1. Approval of the Annual Report, Statutory Annual Financial Statements and
Consolidated Financial Statements 2008
 
The Board of Directors proposes to approve the Annual Report, the Statutory
Annual Financial Statements and the Consolidated Financial Statements as of
December 31, 2008.


2. Allocation of Balance Sheet Result

The Board of Directors proposes that the available surplus brought forward be
allocated as follows:

Balance 2007 carried forward   CHF              0
Net income of the year 2008    CHF 12,665,449.00

Balance to be carried forward  CHF 12,665,449.00


3. Grant Discharge to the members of the Board of Directors and members of
Management

The Board of Directors proposes to grant discharge to the members of the Board
of Directors and to the members of the Management for the Financial Year 2008.


4. Re-election of members of the Board of Directors

The Board of Directors proposes to re-elect Gregory Henry Volkart and Ruedi
Stöckly as members of the Board of Directors for a term of office of one year.


5. Changes in the Articles of Association

The Board of Directors suggests to change the name of the Company from Card
Guard Ltd. to LifeWatch Ltd. Therefore, the Board of Directors proposes to
change article 1 of the Articles of Association as follows:
 
Heretofore:

Article 1

Name,          Under the name

Registered 

Office:        Card Guard AG

Duration       (Card Guard SA)
               (Card Guard Ltd.)

there exists a company (hereinafter 'Company') pursuant to art. 620 et seq. of
the Swiss Code of Obligations (hereinafter 'CO') with its registered office in
Neuhausen am Rheinfall. The duration of the company shall be unlimited.


New:

Article 1

Name,          Under the name

Registered

Office:        LifeWatch AG

Duration       (LifeWatch SA)
               (LifeWatch Ltd.)

there exists a company (hereinafter 'Company')pursuant to art. 620 et seq. of
the Swiss Code of Obligations (hereinafter 'CO') with its registered office in
Neuhausen am Rheinfall. The duration of the company shall be unlimited.


6. Election of the Statutory Auditors and the Group Auditors
 
The Board of Directors proposes to re-elect PricewaterhouseCoopers AG, Zurich,
as statutory auditors and group auditors for the Financial Year 2009.

The Annual Report, the Statutory Annual Financial Statements and the
Consolidated Financial Statements, the Auditors' Report and the Group Auditors'
Report as well as the Minutes of the Ordinary Shareholders' Meeting of May 28,
2008 are at the shareholders' disposal. Upon request, a shareholder may receive
a copy of the Annual Report or of the other documents mentioned above, from the
Company. As of May 4, 2009 the Annual Report 2008 may be downloaded from the
Company`s website www.cardguard.com.

Shareholders registered in the Company's shareholders' register before May 12,
2009, which is the first day of the closing period of the share register, will
receive an invitation including a reply and a proxy form (Invitation/power of
attorney to the Annual Shareholders' Meeting). Shareholders will receive an
admission card provided that they request one by using their reply form.
Shareholders may also obtain admission cards at the admission desk opening half
an hour prior to the Shareholders' Meeting upon presentation of the reply form.

The shareholders' register will be closed as of May 12, 2009 until and including
May 26, 2009. During this period, no modifications to the share register will
take place. A Shareholder who is unable to attend the General Meeting may vote
by appointing a third party as his or her proxy. This person does not need to be
a shareholder. In this case, the shareholder shall request an admission card and
forward it duly filled-out and signed to the proxy.

Alternatively, a shareholder may also instruct the independent proxy pursuant to
Art. 689c of the Swiss Code of Obligations to exercise his or her vote, by
returning the filled out and signed reply and proxy form. Unless otherwise noted
by written instruction, the independent proxy will approve the motions of the
Board of Directors. If a shareholder wishes to give instructions as to the vote
to be exercised, he or she may instruct the independent proxy accordingly.

In the event that proxies are issued to the Company, the vote will be counted as
having approved the motion of the Board of Directors. In the latter two cases,
no admission card has to be requested, the return of the filled-out and signed
reply and proxy form is sufficient. If a shareholder would like to appoint his
or her custodian bank as proxy, he or she is kindly requested to ask for an
admission card and then to forward the admission card duly filled-out and signed
to the representative of the custodian bank.

Proxies of deposited shares pursuant to Art. 689d of the Swiss Code of
Obligations are kindly requested to inform ShareCommService AG, Europa-Strasse
29, CH-8152 Glattbrugg, of the number, type and par value of the shares they
wish to represent as soon as possible but no later than at the door opening on
the date of the Ordinary General Meeting of the Shareholders. Institutions
subject to the Federal Law on Banks and Savings Banks dated November 8, 1934,
and as amended from time to time, as well as professional asset managers qualify
as proxy holders of deposited shares.


About Card Guard AG

Card Guard AG, headquartered in Neuhausen am Rheinfall, Switzerland, is a
leading company for healthcare technologies and solutions, specializing in
advanced telehealth systems and wireless cardiac services for high-risk and
chronically ill patients, including ordinary consumers of health products and
those who are worried about their wellness. Card Guard has subsidiaries in the
United States, the Netherlands, Japan,the United Kingdom, Switzerland and
Israel. Among its subsidiaries, Card Guard AG, through its newly created holding
company LifeWatch Corp., owns LifeWatch Services Inc., a leading US-based
cardiac monitoring service provider, and LifeWatch Technologies Inc., a US-based
manufacturer of telecardiology products. www.cardguard.com 


Sign-up for customized E-mail alerts and documentation requests is available at 
http://www.cardguard.com/newsite/inner.asp?cat=38&type=2&lang=1&mal=yes


This press release includes forward-looking statements. All statements other
than statements of historical facts contained in this press release, including
statements regarding future results of operations and financial position,
business strategy and plans and objectives for future operations, are
forward-looking statements. The words 'believe,' 'may,' 'will,' 'estimate,'
'continue,' 'anticipate,' 'intend,' 'expect' and similar expressions are
intended to identify forward-looking statements. Card Guard AG has based these
forward-looking statements largely on current expectations and projections about
future events and financial trends that it believes may affect the financial
condition, results of operations, business strategy, short term and long term
business operations and objectives, and financial needs. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions. In
light of these risks, uncertainties and assumptions, the forward-looking events
and circumstances described may not occur and actual results could differ
materially and adversely from those anticipated or implied in the
forward-looking statements. All forward-looking statements are based only on
data available to Card Guard AG at the time of the issue of this press release.
Card Guard AG does not undertake any obligation to update any forward-looking
statements contained in this press release as a result of new information,
future events or otherwise. 

THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND
SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A
GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE
AN OFFER OF SECURITIES OF CARD GUARD AG OR ANY OF ITS SUBSIDIARIES FOR SALE IN
THE UNITED STATES OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
OF CARD GUARD AG OR ITS SUBSIDIARIES IN THE UNITED STATES. IN ADDITION, THE
SECURITIES OF CARD GUARD AG AND ITS SUBSIDIARIES HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED
WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION UNDER OR AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES
SECURITIES LAWS.  ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED
STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM CARD
GUARD AG OR ITS SUBSIDIARIES, AS APPLICABLE, AND WILL CONTAIN DETAILED
INFORMATION ABOUT THE ISSUER AND ITS MANAGEMENT AS WELL AS FINANCIAL STATEMENTS
OF THE ISSUER.


Further inquiry note:
Kobi Ben Efraim 
Chief Financial Officer 
Tel   +41 52 632 00 50
Fax   +41 52 632 00 51 
Email [email protected]

Sensus Investor and Public Relations GmbH, Zürich: 
Tel   +41 43 366 55 11
Fax   +41 43 366 55 12  
Email [email protected]

emitter:      Card Guard AG
              Rundbuckstrasse 6
              CH-8212 Neuhausen am Rheinfall
phone:        +41 52 632 00 50
FAX:          +41 52 632 00 51
mail:         [email protected]
WWW:          www.cardguard.com
sector:       Healthcare Providers
ISIN:         CH0012815459
indexes:      SPI, SPIEX
stockmarkets: Open Market / XETRA: Börse Frankfurt, Hauptsegment: SWX Swiss
              Exchange, free trade: Börse Berlin 
language:     English
        
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