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					Invitation
Annual General Meeting
Tuesday, April 19, 2011, 10.00 a.m.
Congress Center Basel
1                Syngenta
                 Invitation 2011




Basel, March 9, 2011


Dear shareholders,
We are pleased to invite you to the Annual General Meeting of Syngenta AG, which will take
place as follows:
Date:   Tuesday, April 19, 2011, 10.00 a.m.
        (doors open at 8.30 a.m.)
Place: Congress Center, Messe Basel, Messeplatz 21, 4058 Basel

Agenda*
1   Annual Report 2010
    1.1 Approval of the Annual Report, including the Annual Financial Statements and the
         Group Consolidated Financial Statements for the year 2010
    1.2 Consultative vote on the compensation system
2   Discharge of the members of the Board of Directors and the Executive Committee
3   Reduction of share capital by cancellation of repurchased shares
4   Appropriation of the available earnings as per Balance Sheet 2010, conversion
    and appropriation of reserves from capital contributions (dividend from reserves
    from capital contributions)
    4.1 Appropriation of available earnings 2010
    4.2 Conversion and appropriation of reserves from capital contributions (dividend
          from reserves from capital contributions)
5   Elections to the Board of Directors
    5.1 Re-election of Martin Taylor
    5.2 Re-election of Peter Thompson
    5.3 Re-election of Rolf Watter
    5.4 Re-election of Felix A. Weber
6   Election of the external auditor


On behalf of the Board of Directors of Syngenta AG:




Martin Taylor
Chairman


* Translation: The German text of the invitation is legally binding
For organizational matters please refer to the last pages of this brochure
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               Invitation 2011



Motions and Explanations


1   Annual Report 2010

    1.1   Approval of the Annual Report, including the Annual Financial Statements
          and the Group Consolidated Financial Statements for the year 2010
    The Board of Directors proposes approval.

    1.2   Consultative vote on the compensation system
    The Board of Directors proposes to the Annual General Meeting to endorse the compen-
    sation system (pages 15 – 18 of the 2010 Corporate Governance and Compensation
    Report). This vote is consultative.

    Explanation
    The Compensation Report explains the principles and elements of compensation at
    Syngenta. In accordance with the recommendations of the “Swiss Code of Best Practice
    for Corporate Governance”, the Board of Directors has decided to submit the compensa-
    tion system to shareholders in a separate vote. The vote is consultative.



2   Discharge of the members of the Board of Directors and the Executive Committee
    The Board of Directors proposes that discharge be granted to the members of the Board
    of Directors and the Executive Committee.
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3   Reduction of share capital by cancellation of repurchased shares
    The Board of Directors proposes:
    (A) As a consequence of the 836,950 shares acquired within the scope of the repurchase
    program on the second trading line in 2010, to reduce the share capital of the Company
    from currently CHF 9,459,984.90 by CHF 83,695.00 to CHF 9,376,289.90, divided into
    93,762,899 registered shares with a par value of CHF 0.10 each, and the subsequent
    cancellation of the 836,950 repurchased shares;
    (B) To declare, as a result of the audit report prepared in accordance with article 732
    paragraph 2 of the Swiss Code of Obligations, that the claims by the creditors are fully
    covered notwithstanding the above reduction of the share capital;
    (C) To amend article 4 paragraph 1 of the Articles of Incorporation of Syngenta AG in
    accordance with the capital reduction as follows (amendments underlined):
    “The share capital of the Company is CHF 9,376,289.90, is fully paid-in and divided into
    93,762,899 registered shares. Each share has a par value of CHF 0.10.”

    Explanation
    The Annual General Meeting on April 22, 2008, approved a share repurchase program of
    up to 10% of the total share capital of Syngenta AG. In 2009, no shares were repurchased
    on the second trading line. The repurchase program started in April 2010 only, and ends
    on December 31, 2012 at the latest. In 2010, Syngenta repurchased 836,950 shares on
    the second trading line. The Board of Directors proposes to reduce the share capital
    accordingly and to cancel the shares.
    The external auditor Ernst & Young determines in an audit report prepared for the Annual
    General Meeting that the claims by creditors are fully covered notwithstanding the reduc-
    tion of share capital pursuant to this agenda item.
    The reduction of share capital can only be accomplished after threefold publication of the
    notice to creditors (article 733 of the Swiss Code of Obligations) which will be published
    after the Annual General Meeting in the Swiss Commercial Gazette.
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4   Appropriation of the available earnings as per Balance Sheet 2010, conversion
    and appropriation of reserves from capital contributions (dividend from reserves
    from capital contributions)

    4.1    Appropriation of available earnings 2010
    The Board of Directors proposes to appropriate the available earnings 2010 as follows:

    Balance brought forward                                                     CHF     1,861,328,379

    Waived dividend on treasury shares in 2010                                  CHF           8,250,882

    Net profit of the year 2010                                                 CHF        814,112,054

    Available earnings                                                          CHF     2,683,691,315

    Allocation to free reserves                                                 CHF      –500,000,000

    Balance to be carried forward                                               CHF     2,183,691,315

    Explanation
    The Board of Directors proposes to the Annual General Meeting to partly allocate the
    available earnings to the free reserves and to partly carry them forward onto new account.
    A dividend payment is proposed to be paid out of reserves from capital contributions (see
    agenda item 4.2).

    4.2    Conversion and appropriation of reserves from capital contributions
           (dividend from reserves from capital contributions)
    The Board of Directors proposes to convert part of the reserves from capital contributions
    into free reserves and to appropriate them as follows:

    Conversion of reserves from capital contributions                           CHF       656,340,2931
    into free reserves

    Distribution of a dividend from reserves from                               CHF       656,340,2931
    capital contributions for the financial year 2010 of
    CHF 7.00 per share for 93,762,8991 shares



    1
      The proposed dividend is paid on the shares remaining after the capital reduction proposed in
    agenda item 3; no dividend will be declared on the 836,950 repurchased shares which are assigned
    to cancellation, and on all treasury shares held by the Company. The final amount to be appropriated
    for dividend payment will be determined on April 20, 2011 by the number of shares with dividend rights
    and will be adjusted accordingly.
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    Explanation
    The Board of Directors proposes to the Annual General Meeting, instead of a dividend
    distribution out of the available earnings, a dividend out of reserves from capital contribu-
    tions (legal reserves) of CHF 7.00 per share. As a consequence of the new Corporate Tax
    Law Reform II (capital contributions principle, article 5, paragraph 1bis of the Withholding
    Tax Act), which has come into effect on January 1, 2011, the dividend may be distributed
    out of the reserves from capital contributions free of the withholding tax of 35%. Moreover,
    this dividend is tax-free for individuals domiciled in Switzerland, who hold their shares in
    their private assets (capital contribution principle, article 20 paragraph 3 of the Direct
    Federal Tax Act).
    Subject to the approval of the proposal by the Annual General Meeting, the dividend will
    be paid on April 28, 2011, to those shareholders holding Syngenta shares on April 20,
    2011, at close of trading.



5   Elections to the Board of Directors
    The Board of Directors proposes the re-election of Martin Taylor, Peter Thompson and
    Felix A. Weber for a two-year term of office each, and of Rolf Watter for a one-year term
    of office.

    Explanation
    Pursuant to article 20 paragraph 1 of the Articles of Incorporation of Syngenta AG, the
    several terms of office of the members of the Board of Directors shall be coordinated so
    that in each year approximately one-third of all members of the Board of Directors shall
    be subject to re-election or election. Furthermore, article 20 paragraph 3 of the Articles of
    Incorporation stipulate that the members of the Board of Directors shall automatically
    retire after the lapse of the twelfth year of office.
    Martin Taylor, Peter Thompson and Felix A. Weber will complete their twelfth year of office
    in 2013. Therefore, they are proposed for re-election for a shortened term of office of two
    years each.
    Rolf Watter stands for re-election for one more year of office, thus supporting the gradual
    renewal of the Board of Directors. His mandate as member of the Board of Directors
    consequently ends at the Annual General Meeting of 2012.
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                Invitation 2011




    5.1   Re-election of Martin Taylor
    The Board of Directors proposes the re-election of Martin Taylor as a member of the
    Board of Directors for a two-year term of office.

    Explanation
    Martin Taylor has been a non-executive member of the Board of Directors since the
    foundation of Syngenta. The Board of Directors has elected him in 2004 as Vice-Chairman
    and one year later as Chairman of the Board of Directors. He is Chairman of the Chairman’s
    Committee and of the Corporate Responsibility Committee as well as a member of the
    Compensation Committee. Besides, Martin Taylor is Chairman of the Syngenta Founda-
    tion for Sustainable Agriculture. His current term of office expires at the Annual General
    Meeting of April 19, 2011. He stands for re-election for a shortened term of office of two
    years. Subject to his election at the Annual General Meeting, the Board of Directors has,
    at its meeting of February 8, 2011, re-confirmed Martin Taylor as Chairman of the Board.
    Martin Taylor is currently Vice Chairman of RTL Group SA. Previously he was an Advisor
    to Goldman Sachs International (1999 – 2005), Chairman of WHSmith plc (1999 – 2003),
    and Chief Executive Officer of Barclays plc (1993 –1998) and Courtaulds Textiles
    (1990 – 1993). He is a member of the British government’s Independent Banking
    Commission. Martin Taylor has a degree in oriental languages from Oxford University.
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    5.2   Re-election of Peter Thompson
    The Board of Directors proposes the re-election of Peter Thompson as a member of the
    Board of Directors for a two-year term of office.

    Explanation
    Peter Thompson has been a non-executive member of the Board of Directors since the
    foundation of Syngenta; he is also a member of the Audit Committee. His current term of
    office expires at the Annual General Meeting of April 19, 2011. He stands for re-election
    for a shortened term of office of two years.
    Peter Thompson is currently a Director of Sodexo SA. Previously he was President and
    Chief Executive Officer of PepsiCo Beverages International (1996 – 2004), President of
    PepsiCo Foods International’s Europe, Middle East and Africa Division (1995 – 1996) and
    of Walkers Snack Foods in the UK (1994 – 1995). Before joining PepsiCo he held various
    senior management roles with Grand Metropolitan plc, including President and Chief
    Executive Officer of GrandMet Foods Europe (1992 – 1994), Vice Chairman of The
    Pillsbury Company (1990 – 1992), and President and Chief Executive Officer of The
    Paddington Corporation (1984 – 1990). He is also Chairman of the Vero Beach Museum
    of Art. Peter Thompson has a degree in modern languages from Oxford University and an
    MBA from Columbia University.

    5.3   Re-election of Rolf Watter
    The Board of Directors proposes the re-election of Rolf Watter as a member of the Board
    of Directors for a one-year term of office.

    Explanation
    Rolf Watter has been a non-executive member of the Board of Directors since the
    foundation of Syngenta; he is also a member of the Chairman’s Committee. His current
    term of office expires at the Annual General Meeting of April 19, 2011. He stands for
    re-election for a shortened term of office of one year.
    Rolf Watter has been a partner in the law firm Bär & Karrer in Zurich since 1994. He was
    a member of its executive board and later an executive Director from 2000 until 2009.
    He is a non-executive Director of Zurich Financial Services (and its subsidiary Zurich
    Insurance Company), of Nobel Biocare Holding AG, of UBS Alternative Portfolio AG and
    A.W. Faber-Castell (Holding) AG. He was formerly non-executive Chairman of Cablecom
    Holding (2003 – 2008), a Director of Centerpulse AG (2002 – 2003), of Forbo Holding AG
    (1999 – 2005) and of Feldschlösschen Getränke AG (2001 – 2004). In addition, Rolf Watter
    is a part-time professor at the Law School of the University of Zurich and a member of the
    SIX Swiss Exchange Regulatory Board and its Disclosure Commission of Experts. Rolf
    Watter graduated from the University of Zurich with a doctorate in law and holds an LLM
    degree from Georgetown University; he is admitted to the Bar of Zurich.
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    5.4   Re-election of Felix A. Weber
    The Board of Directors proposes the re-election of Felix A. Weber as a member of the
    Board of Directors for a two-year term of office.

    Explanation
    Felix A. Weber has been a non-executive member of the Board of Directors since the
    foundation of Syngenta; he is also Chairman of the Compensation Committee. His current
    term of office expires at the Annual General Meeting of April 19, 2011. He stands for
    re-election for a shortened term of office of two years.
    Felix A. Weber is currently Executive Committee Co-Chairman of Nomura Switzerland
    and a Managing Director of Nomura International Ltd. Previously, he was a Director of
    Publigroupe (2005 – 2009), a Director of Valora (2006 – 2008), a Director of Glacier
    Holdings GP SA and Glacier Holdings S.C.A (former parent entities of Cablecom GmbH)
    (2003 – 2005), a Director of Cablecom GmbH (2004 – 2005), Managing Director of
    Lehman Brothers Ltd. (2006 – 2008), Executive Vice President and Chief Financial Officer
    of Adecco SA (1998 – 2004), Associate Project Manager and Principal of McKinsey &
    Company in Zurich (1989 – 1997), and Chief Executive Officer of Alusuisse South Africa
    (1982 – 1984). Felix A. Weber graduated from the University of St. Gallen with an MBA in
    operations research and finance and a PhD in marketing.



6   Election of the external auditor
    The Board of Directors proposes the election of Ernst & Young AG as external auditor of
    Syngenta AG for the business year 2011.
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Organizational Notes


Participation at the Annual General Meeting of Shareholders
All shareholders of Syngenta AG registered with voting rights in the share register of Syngenta
AG shall receive an invitation to the Annual General Meeting, together with an order and
power of attorney form.

Voting rights
All shareholders registered with voting rights in the share register of Syngenta AG at 6.00 p.m.
on Thursday, April 14, 2011, are entitled to vote.

Personal attendance
If you wish to attend the Annual General Meeting in person, please complete and return the
enclosed order form to request an admission card with voting material. Please note that we
are unable to guarantee processing of applications received after April 14, 2011. The dispatch
of the ordered admission cards and the voting material will start on March 30, 2011.

Representation / Power of Attorney
Pursuant to article 14 paragraph 2 of the Articles of Incorporation of Syngenta AG, a share-
holder who is unable to attend the Annual General Meeting in person may be represented
only by his legal representative, another shareholder with the right to vote, a proxy designated
in agreements with or regulations relating to nominees, by a corporate body, an independent
proxy or by a proxy of deposited shares.
In order to appoint one of the above-mentioned proxies, please complete and sign the
provided power of attorney form. The processing of forms cannot be guaranteed if received
after April 14, 2011.
Proxies of deposited shares pursuant to article 689d of the Swiss Code of Obligations are
requested to notify Syngenta AG of the number of shares represented by them in due course,
however at the latest before the start of the Annual General Meeting, at the “GV Büro” in the
Congress Center, Messe Basel.

Sale of shares
If shares stated on the admission card are sold, the shareholder is not entitled to vote on these
sold shares. The admission card and voting material must therefore be presented for correction
before the start of the Annual General Meeting at the “GV Büro”.
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                 Invitation 2011




Annual Report
The 2010 Annual Report consists of
• the Annual Review, including the Corporate Responsibility Report (English or German)
• the Corporate Governance and Compensation Report (English or German)
• the Financial Report (English only).

As of March 9, 2011, the Annual Report may be viewed anytime on www.syngenta.com or at
the domicile of the Company at Schwarzwaldallee 215, Basel.
The mailing of pre-ordered Reports starts on March 9, 2011. Shareholders may place,
modify or revoke orders anytime either by phone (+41 58 399 6133) or by e-mail (syngenta.
aktienregister@sag.ch). For environmental protection reasons, we only dispatch Annual
Reports upon request.

Comments on the AGM schedule
• The Annual General Meeting will be held in German and partially in English. Simultaneous
 translations into German, English and French are available; headphones will be handed out
 at the entrance of the auditorium.
• The voting device for electronic voting will be handed out upon registration at the validation
 desk. If you choose to leave the auditorium during the General Meeting, please return your
 voting documents and the electronic device at the validation desk.
• Speakers are asked to register at the speakers’ desk (“Wortmeldeschalter”) located in the
 auditorium before the start of the Meeting.
• On the AGM day, shareholders are invited to visit the Syngenta exhibition in the lobby of the
 Congress Center of Messe Basel. Before the start of the meeting, coffee and croissants will
 be served; after the Annual General Meeting, shareholders are invited to a light meal.

Transport
Your journey on the BVB/BLT network to and from the General Meeting is free of charge upon
presentation of this invitation brochure or of the admission card (tram stop “Messeplatz” with
trams No. 2 or 6). Free parking is available at the Messe Basel parking garage; the parking
ticket may be exchanged for a free exit ticket upon registration at the validation desk.
Contact address
Syngenta AG
Shareholder Services & Group Administration
P.O. Box
CH-4002 Basel


General information
T   +41 61 323 9492 / +41 61 323 2095
F   +41 61 568 4146
E   shareholder.services@syngenta.com


Ordering of Annual Reports
(see Organizational Notes, Annual Report)
T   +41 58 399 6133
E   syngenta.aktienregister@sag.ch