Invitation AGM 2 April 2003

Nobel Biocare Holding AG, Zurich Invitation to the 1st Annual General Meeting in Nobel Biocare Holding AG, 24 April 2003 in Zurich, Switzerland The Annual General Meeting will be held on Thursday, April 24, 2003, at 10:30 a.m. at the UBS-Konferenzgebäude, Grünenhof, Nüschelerstrasse 9, 8001 Zurich, Switzerland, Auditorium on the 2nd floor, (doors open at 9:30 a.m.) Please note that the Agenda and the Proposals of the Board of Directors were drawn up in German and that the text below is a translation. Agenda and Proposals of the Board of Directors 1. Approval of the annual report, annual accounts and consolidated financial statements for 2002 Proposal of the Board of Directors: Approval of the annual report, annual accounts and consolidated financial statements for 2002. 2. Discharge of the Board of Directors and other executives bodies Proposal of the Board of Directors: Granting of discharge to the members of the Board of Directors and other executives bodies for their services in the business year 2002. 3. Distribution of profits The balance sheet profit at the disposal of the General Meeting amounts to CHF 19 840 998.-- Proposal of the Board of Directors: Dividend of CHF 0.79 gross per bearer share of CHF 2.-- nom. on the share capital entitled to dividends = CHF 19 840 998.--. 4. Elections of members of the Board of Directors Proposal of the Board of Directors: Re-election of Jan Ekberg, Hansjörg Graf, Jan Kvarnström and Ernst Zaengerle for a one-year term of office. Election as new member of Rolf Soiron for a one-year term of office. 5. Re-election of the auditors and group auditors Proposal of the Board of Directors: Re-election of KPMG Fides Peat, Zurich, for a one-year term of office as auditor and group auditor. 6. Change of domicile and amendment of the Articles of Association Proposal of the Board of Directors: Change of domicile from Zurich to Opfikon and amendment of art. 1 of the Articles of Association as follows: ,,Article 1: Corporate Name, Registered Office Under the corporate name Nobel Biocare Holding AG (Nobel Biocare Holding SA) (Nobel Biocare Holding Ltd) a Company exists pursuant to art. 620 et seq. of the Swiss Code of Obligations (hereinafter "CO") having its registered office in Opfikon. The duration of the Company is unlimited." Administrative Details The annual report including the annual accounts, the consolidated financial statements for 2002, and the auditors' and group auditors' reports 2002 as well as the proposal of the Board of Directors regarding distribution of profits are available to the shareholders for review as of April 3, 2003 at the company headquarters. Upon request such documentation will be sent to the shareholders. Shareholders wishing to participate in or be represented at the General Meeting may obtain an admission card until Wednesday, April 16, 2003 at the latest by their custodian bank. The custodian bank obtains the admission card, which it will forward to the shareholder, by transmittal of a statement of deposit to S A G, SIS Aktienregister AG, General Meeting Nobel Biocare Holding AG, Baslerstrasse 90, CH-4600 Olten. The shares deposited remain blocked until the end of the General Meeting. Shareholders unable to attend the Annual General Meeting in person can be represented as follows: by another person. To this end, the admission card is to be filled out, signed and handed over to the attorney to exercise the voting rights. by the Board of Directors of Nobel Biocare Holding AG. To this end, the admission card is to be filled out, signed and sent to S A G, SIS Aktienregister AG, General Meeting Nobel Biocare Holding AG, Baslerstrasse 90, CH-4600 Olten, with or without voting instructions. The admission card must be received by the Company by April 22, 2003 at the latest. Powers of attorney with voting instructions that deviate from the proposals by the Board of Directors will be forwarded to the independent proxy. by the independent proxy Dr Lorenzo Olgiati, Attorney-at-law, Schellenberg Wittmer, Löwenstrasse 19, P.O. Box 6333, 8023 Zurich. To this end the admission card is to be filled out, signed and sent directly to S A G, SIS Aktienregister AG, General Meeting Nobel Biocare Holding AG, Baslerstrasse 90, CH-4600 Olten, with or without voting instructions by April 22, 2003 at the latest. In the absence of voting instructions, the independent proxy will vote pursuant to the proposals of the Board of Directors. by the custodian bank representatives as defined in Art. 689d CO, by contacting such institution directly. Custodian bank representatives as defined by Art. 689d CO, are requested to inform S A G, SIS Aktienregister, General Meeting Nobel Biocare Holding AG, Baslerstrasse 90, CH-4600 Olten, by April 24, 2003, 10:00 a.m. at the latest, at the desk of the Annual General Meeting, of the number, nature and nominal value of the shares they represent. Custodian bank representatives are considered to be institutions subject to the Swiss Federal Law on Banks and Saving Banks as well as professional asset managers. Zurich, April 2, 2003 Nobel Biocare Holding AG On behalf of the Board of Directors The Chairman Ernst Thomke Nobel Biocare Holding AG, Othmarstrasse 8, 8008 Zurich Please note that special Administrative Details are applicable for shareholders holding VPC -registered Nobel Biocare Holding AG shares wanting to attend the Annual General Meeting in Zurich on 24 April 2003. An Information meeting will be held for Swedish Nobel Biocare Holding AG shareholders on 29 April 2003 at 10.30 at the company's office, Bohusgatan 15, Gothenburg, Sweden. Questions regarding the Annual General Meeting will be answered by the company on telephone +46 31 81 88 00, Investor Relations. The Annual Report 2002 can be ordered from Nobel Biocare AB, Box 5190, S-402 26 Gothenburg, Sweden, investor.relations@nobelbiocare.com Nobel Biocare is the world leader in innovative esthetic dental solutions with the brands Brånemark System®, Replace® Select and Procera®. Nobel Biocare has around 1,300 employees and, in 2002 net sales totaled EUR 311.2 million. The global headquarters are located in Gothenburg, Sweden, while production takes place at four production sites in Sweden and the USA. Nobel Biocare has its own sales organizations in 27 countries. The shares of the parent company Nobel Biocare Holding AG are listed on both the SWX Swiss Exchange and the Stockholm Stock Exchange. investor.relations@nobelbiocare.com www.nobelbiocare.com ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2003/04/02/20030402BIT00020/wkr0001.doc http://www.waymaker.net/bitonline/2003/04/02/20030402BIT00020/wkr0002.pdf