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
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announcement.
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Company Information/Ordinary General Meeting of Shareholders

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.

end of announcement euro adhoc
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ots Originaltext: Card Guard AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Kobi Ben Efraim

Chief Financial Officer

Tel +41 52 632 00 50

Fax +41 52 632 00 51

Email kobibe@cardguard.com

Sensus Investor and Public Relations GmbH, Zürich:

Tel +41 43 366 55 11

Fax +41 43 366 55 12

Email cardguard@sensus.ch

Branche: Healthcare Providers
ISIN: CH0012815459
WKN: 1281545
Index: SPI, SPIEX
Börsen: Börse Frankfurt / Open Market / XETRA
SWX Swiss Exchange / Hauptsegment
Börse Berlin / free trade