Geniplet

Genip let Reproduct ive AGCompany prof i le

2

Investment Proposal at a Glance

Geniplet Reproductive AG aims to become one of the leading providers in the field of assisted re-

production for couples unable to conceive (in-vitro fer tilization, IVF) . The company’s head of fice and

management are based in Schaf fhausen, Switzerland. Our network includes branches in Zurich, Palma

de Mallorca/Spain, and Limassol/Cyprus. Our clinic in Palma de Mallorca is the center of our medical

activities. Geniplet Reproductive AG is made up of a competent Administrative Board, an experienced

management, as well as a highly qualified Scientific Board.

As par t of our expansion policy, qualified investors are of fered the oppor tunity to benefit from an attrac-

tive potential return on investment.

Dr. Peter Hermann, Chairman of the Administrative Board

3

Investment Case

After more than ten years of successful activities and annual growth rates of 20 to 30 percent, we

aim to establish the necessary technical and personnel basis for a new dimension of developing our

business. This includes the creation of a network center in Palma de Mallorca and the extension of our

local facilities into a flagship clinic as the center of an international network, with additional high-class

clinics to be integrated. It is our explicit goal not only to enter into cooperation agreements, but to

acquire substantial stakes in these par tner enterprises and to operate them under the Geniplet brand

in the future.

This is the first reproduction clinic exclusively oriented towards international markets, located in one of

the best connected European regions. The existing Geniplet Palma S.L. facility in Palma de Mallorca,

located in a conducive legal environment, serves as a cornerstone. Mallorca is also a renowned travel

destination.

4

Geniplet Reproductive AG

The Geniplet Reproductive Group of fers services and treatment methods to clients who are unable to

conceive. This includes comprehensive patient care to high scientific standards, employing the very best

examination techniques required for the diagnosis and treatment of fer tilit y problems. Geniplet is also

active in research and development to achieve innovative improvements in this field.

For its activities, Geniplet is able to draw on a staf f of leading specialist in the field of reproductive

medicine and on other qualified employees; it also has the required infrastructure at its disposal. Over

the past decades, the Geniplet team of physicians has acquired a wealth of experience and profound

knowledge, not only regarding the actual medical topics, but also concerning all relevant social, legal,

economic, and corporate policy aspects.

Dr. Peter Hermann, Chairman of the Administrative Board and initiator of this project, has more than 20

years of experience as a successful specialist in reproductive medicine. He has been living in Spain

for a few years now (see benefits of Spain as a location) and can draw on a large network of medical

colleagues all over Europe and the US.

5

Activities

Our services are aimed at persons not able to conceive who desire to have their own child. Geniplet

currently treats approximately 200 cases annually. In some instances, patients are placed with us by

external referring physicians; in some cases they are acquired by Geniplet itself, while our website will

gain in impor tance as a marketing tool in the future. Geniplet’s success rate with IVF is more than 60

percent. In par ticular, Geniplet treats patients from such groups as: women suf fering from repeated

implantation failure (RIF) , women over 40 years old, as well as genetically encumbered couples.

We pay par ticular at tention to highly qualified patient care, comprehensive information and first class

service. Two impor tant sof t factors are: an understanding for the dif ficult situation of our patients and

for the diverse cultures they come from.

It is the goal of our company to raise the number of treatments to 1,000 in the shor t term and to 6,000

annually in the medium term.

6

Market Analysis

10 to 15 percent of couples in the industrial nations of the Western world are unable to conceive chil-

dren. As a consequence of social change and changing lifestyles, the demand for assisted reproduction

is continuously growing. In the 1980s, the average age of women in Europe having their first child was

24 years; today it is 32 years.

This means that a large number of women are close to the age of decreasing fer tilit y when they have

their first child. The chance of conceiving lies at 80 percent until the age of 35; later it decreases and

stands at only about 20 percent for a 40-year-old women. Af ter 45 years of age, the chance of becoming

pregnant through natural means is practically zero.

As the figures show, we are dealing with a dispropor tionally growing market. Couples with an unfulfilled

desire for children are under time pressure. For people who can af ford such treatments, cost is usually

of secondary impor tance, as experience shows. From an economic point of view, reproductive medicine

is the most profitable field in the whole range of medical services. Also, reproductive medicine is indis-

pensible for the sustainability of social security systems. Current European demographic trends, i.e. an

aging population, decreasing bir th rates, and late marriages, cannot sustain the necessary average of

2.8 children per couple required for a healthy economy and a stable society. This is one reason for an

increasingly positive valuation of our activities and services in the public opinion.

7

The Benefits of Spain and Cyprus as a Location

Legal restrictions in most European countries make Spain and Cyprus ideal destinations for couples

looking for assistance. This creates an actual reproduction tourism stream of about 35,000 couples and

generates revenues of more than EUR 250 million annually. At the same time, the scientific standards

in Spain and Cyprus are high (as confirmed by The Canadian Institutes of Fer tilit y) .

Palma de Mallorca, of fering excellent connections to all of Europe (22 million passengers connect

annually at Palma’s airpor t) is eminently suitable as the location for the central clinic of the Geniplet

Group. The island of Mallorca also possesses an excellent infrastructure; the at tractive environment

ensures a pleasant stay.

8

Geniplet USP

Our business plan is based on four pillars:

- First-class medical and personal care by an experienced and competent medical team.

- Networking with proven exper ts of outstanding reputation provides us with access to the most

current knowledge and technologies; we are able to deploy these as soon as their ef fectiveness

is proven.

- Continuous research for the improvement of techniques in reproductive medicine, as well as the

improvement of organizational processes results in direct benefits to all of our patients.

- We link our treatments based on cutting edge Western medicine with methods of traditional

Chinese medicine (TCM). The use of TCM increases a woman’s ability to conceive, enhances the

maturation of egg cells, and increases the probability of nidation. In men, it increases fer tilit y

and enhances physical and intellectual capabilities.

The two key factors ensuring quality and success in the treatment of sterility are: the

assignment of proven specialists – as employed by Geniplet – as well as access to a network of

knowledge, opening up the possibility to draw on innovations and to par ticipate in continuous fur ther

development.

9

Objectives

1. Completion of the clinic being built on Mallorca

Design work for the refurbishment and expansion of the new clinic on approximately 800 square meters

is mostly complete. Work on the site has begun and, according to plan, the opening of the Geniplet

clinic is scheduled for the end of 2011 / beginning of 2012. Our Spanish subsidiary, Geniplet Palma S.L.,

already has use of its own practice rooms with an at tached of fice and call center, enabling it to star t its

internationally oriented medical activities. The practice is located in the same building where the first

Geniplet clinic is being implemented.

2. Expansion through the acquisition of stakes in existing practices/clinics

Geniplet will build a European network of clinics and clinic shareholdings at eight to ten locations.

Hereby, Geniplet benefits from a trend which sees single practices changing to clinic centers, which

are managed as medium-sized enterprises under standard business management requirements. It is

the long-term objective to make Geniplet one of the most impor tant providers of fer tilit y treatments in

Europe.

12˙000˙000 €

10˙000˙000 €

8˙000˙000 €

6˙000˙000 €

4˙000˙000 €

2˙000˙000 €

0 €2012 2013 2014 2015 2016 2017 2018 2019

Profit Forecast

Total Income

Total Costs

Net Profits

60.00 %

50.00 %

40.00 %

30.00 %

20.00 %

10.00 %

0.00 %2012 2013 2014 2015 2016 2017 2018 2019

Operating Margin

10

Financial Outlook for the Clinic in Palma

In the shor t and medium term, reproductive medicine will be a very profitable business promising a

high return on investment and a potential repayment of the invested capital within three to five years.

In the long term, more ef ficient treatments and scientific progress will lead to falling prices. Profit

expectations in the financial plan presented here are secured by a two-pronged strategy: Additional

supplemental treatments and services will be of fered in high-priced special fields, ensuring high profits.

This niche includes the treatment of older patients (over 40), patients with genetical issues, and women

with significant limitations to their reproductive organs. This niche will be extended by a network of

cooperating clinics.

We assume that the clinic equipment will be amortized within eight years, IT and furnishing in four

years. To calculate the profit per treatment cycle, an average price of EUR 8,950, as is customary in

this line of business, and an annual growth of 5 percent were applied. The following tables present an

overview of the star t-up costs, the profit forecast and the return on investment for the Geniplet clinic

in Palma de Mallorca.

12˙000˙000 €

10˙000˙000 €

8˙000˙000 €

6˙000˙000 €

4˙000˙000 €

2˙000˙000 €

0 €2012 2013 2014 2015 2016 2017 2018 2019

Profit Forecast

Total Income

Total Costs

Net Profits

60.00 %

50.00 %

40.00 %

30.00 %

20.00 %

10.00 %

0.00 %2012 2013 2014 2015 2016 2017 2018 2019

Operating Margin

11

Start-up costs, Profit Forecast, Return

The following costs result for the establishment of the Geniplet Palma clinic:

Star t-up costs Geniplet Palma SL: € 2,901,109

The following profit forecast arises on the earnings side of the clinic for the period of 2012 – 2019:

Scenario: Clinic Palma Stand-Alone Year 2012 2013 2014 2015 2016 2017 2018 2019

NumberTreatment cycles

220 350 500 700 850 1000 1000 1000

Revenue 2˙012˙575 3˙335˙097 4˙982˙645 6˙959˙703 8˙442˙297 9˙925˙291 10˙421˙555 10˙942˙633

Consulting revenues 220˙000 242˙000 266˙200 292˙820 322˙102 354˙312 354˙312 354˙312

Running costs 528˙453 839˙656 1˙198˙738 1˙677˙513 2˙036 594 2˙395˙675 2˙395˙675 2˙395˙675

Selling expenses 47˙256 87˙710 143˙200 225˙540 304˙300 393˙800 393˙800 393˙800

Fixed costs 1˙544˙200 1˙755˙380 1˙807˙500 1˙971˙240 2˙048˙557 2˙075˙759 2˙091˙216 2˙115˙371

EBITDA 112˙667 894˙351 2˙099˙408 3˙378˙231 4˙375˙148 5˙414˙369 5˙895˙176 6˙392˙099

Return on sales 5,05% 25,00% 40,00% 46,58% 49,92% 52,67% 54,71% 56,58%

Minus depreciation 101˙635 € 101˙635 € 101˙635 € 101˙635 € 41˙997 € 41˙997 € 41˙997 € 41˙997 €

EBIT 11˙032 € 792˙716 € 1˙997˙774 € 3˙276˙597 € 4˙333˙151 € 5˙372˙372 € 5˙853˙179 € 6˙350˙102 €

12

Further Expansion

Over the coming years, Geniplet will expand by adding an international network of cooperating clinics.

This expansion should increase revenue and profit sustainably and create synergies through savings

in procurement, research and development, as well as in management. This will be achieved by cross-

selling, the exchange of know-how during the development of applications, global market coverage, as

well as through the ability to of fer a comprehensive treatment package from one source.

Last but not least, Geniplet will ensure that, thanks to a high success rate, the Geniplet brand will enjoy

an excellent reputation and that couples unable to conceive will actively be made aware of Geniplet by

former clients who are now happy parents (loyalty strategy, reward concept) .

13

Shareholdings

Currently, Geniplet is working towards acquiring stakes in the following objects:

Place Asset PossibleInterest

Revenue EBITDA InvestmentEarnings

Investment

% € million € million € million € € million € Geniplet Zurich New 70 0,40 0,20 0,15 0,10

Geniplet Cryo Cyprus New 50 1,00 0,50 0,25 0,25

Genesis Cyprus Takeover 50 3,00 1,40 0,70 1,50

Germany 1 Takeover 51 6,00 2,10 1,00 3,00



Italy Takeover 70 3,00 1,00 0,70 2,10

Spain Par ticipation 30 3,60 0,80 0,25 1,15

Total 22,00 7,70 3,90 10,60

Consolidated Revenues

Based on the revenue forecasts for the Geniplet Clinic S.L. and the forecast regarding shareholding

revenues, the following consolidated group revenues will result:

Revenues 2012 2013 2014 2015 2016 2017 2018 2019

Geniplet Clinic S.L. 2 012 3 335 4 982 6 959 8 442 9 925 10 421 10 942

Geniplet Group – 5 000 10 000 20 000 30 000 40 000 50 000 50 000

Total (in thousand euros) 2 012 8 335 14 982 26 959 38 442 49 925 60 421 60 942

14

Equity Valuation and Exit

Company valuation or equity valuation have been calculated on the basis of forecast EBIT (earnings

before interest and taxes) in the business plan. The forecast is in turn based on the internationally and

widely used DCF method (discounted clash flow). From this follows the indicative company value/share

value below.

2012 2013 2014 2015 2016 2017 2018 2019

Company value* – 14 883 44 605 97 125 162 301 235 937 313 437 381 416

Share price EUR/share 2,30 2,70 3,20 6,95 11,55 16,85 22,40 27,25

(* in thousand euros)

15

Key Figures

Increase of Capital

The Administrative Board has decided to issue 3 million shares to be placed with qualified investors.

Proceeds of the issue will be used to finance the construction of the clinic in Palma de Mallorca and

for the acquisition of fur ther interests.

Issue Price

The issue price of EUR 2.30 or CHF 3.00 per share is significantly lower than the targeted market value;

it therefore of fers a favorable oppor tunity for investors to buy into the stock.

Return on Sales

From an commercial point of view, reproductive medicine is the most lucrative field in the medical sec-

tor. Return on sales for the Geniplet Clinic S.L. amounts to 50 to 60 percent and to 35 to 45 percent

for the shareholdings.

16

Exit Strategy

Intended Exit Scenario: Trade Sale

The plan is to sell the company to financial investors or strategic investors af ter five to seven years.

Currently, the target sale price per share can only be estimated. Depending on the point in time when

the company is sold, the price should amount to between EUR 11.54 and EUR 27.24 or CHF 15.75 and

CHF 35.40 (based on the forcasts for the business plan and the valuation based on the widely used

DCM method.

Alternative Exit Scenario: IPO (Initial Public Of fering)

A stock market listing could be realized as early as af ter three years. The disposition of the global mar-

kets, as well as comparisons with similar listed companies are of great impor tance for the success of

an IPO. IPOs usually involve issues of new shares with associated expectations of strong revenue and

profit growth triggered by this new capital; thus exchange par ticipants usually accept a share value of

approximately 8 to 10 times profit as realistic. This price is determined by calculating the so-called PE

ratio (price/earnings ratio) of the shares.

17

Dividend Policy

Geniplet Reproductive AG emphasizes a generous dividend policy. Dividend payout is based on the mar-

ket price of the shares and not on the nominal value. Thus absolute dividend amounts paid out are high.

18

The Company and its Leading Personalities

Geniplet Reproductive AG is listed in the commercial register of the canton of Schaf fhausen in Switzer-

land. Share capital amounts to CHF 1,103,230, divided into 11,032,300 fully paid-in registered shares.

The auditor is BMO Revision AG, Neuhausen am Rheinfall.

The Administrative Board consists of:

Dr. Peter Hermann, Chairman

has over 20 years of professional experience as a successful reproductive physician

Hans-Dieter Schandlbauer, member

entrepreneur, real estate developer

Beat Fehr, member

entrepreneur, real estate developer, construction monitoring

Beat Naegeli, member

VC, management consultant

All persons listed here possess extensive knowledge and many years of experience as independent

entrepreneurs and members of administrative boards.

19

Management Geniplet Group

Commercial management Marketing/Sales

Beat Fehr Beat Naegeli

Finances Legal Counselor

Elke Petschnig / Beat Moser Dr. Jürg Martin

Management of the Clinic in Palma de Mallorca

Medical Management

Dr. Peter Hermann: ...studied chemistry and medicine in Constance, Ferrara (Italy) , Marburg, Mainz and

Tübingen. Af ter eight years at the University of Tübingen, with an emphasis on reproductive medicine,

he established his own practice and clinic. He was one of the first to facilitate and organize treatments

in Spain for patients from German-speaking countries. Because of his experience, he was accepted

into the team of the European market leader IVI Valencia, where he fur ther developed the international

depar tment. Dr. Hermann can draw on excellent and far reaching experiences with IVF treatments and

the organization of such treatments in various countries.

Medical Director Embryology Assistance Head of TCM

Dr. David Peet Dr. Brian Dale Dimitrina Lisichkova Sonja Oehen-Beetschen

20

Scientific Board of the Geniplet Group

The advisory council of the Geniplet Group is made up with the following exper ts:

Prof. Norber t Gleicher Founder of the Center for Human Reproduction (CHR) in 1981. CHR grew to be

the largest IVF complex in the United States. He graduated at Tel Aviv Medical School in Israel and

completed his studies at the Mount Sinai School of Medicine in New York City. Dr. Gleicher is globally

recognized as a specialist for the fer tilit y of women over the age of 40. He has writ ten hundreds of

publications and book contributions about the topics of fer tilit y and obstetrics.

Prof. Dr. Oktay Kadayifci Born in Turkey in 1942. Education and academic career at the University of

Istanbul. Stayed for several years abroad at the University of London. Af ter his return to Turkey, he was

appointed full Professor for Obstetrics and Gynecology at the faculty for medicine of the University of

Çukurova. Since 2010 he has been responsible for a stem cell project in Turkey. He is one of the lead-

ing Turkish gynecologists, as well as an impor tant representative of the Turkish Academic Society who

speaks at many national and international conferences. Other current activities are strongly scientifi-

cally oriented.

Prof. Dr. Liselot te Mettler For more than 30 years, she has focused on questions and issues of couples un-

able to conceive. Prof. Mettler has written several books dealing with endocrine, immunological and functionally

anatomical sterility. She habilitated on immunological causes of sterility. She has presided over German as well

as over international societies for the study of fertility and sterility. For 15 years, she published the magazine Fer-

tilität und Sterilität which today has the title Reproduktionsmedizin. She has worked in Austria, South America,

Israel, Australia and in the Gulf States. As a professor, she has more than 500 publications to her name.

21

Prof. Dr. med. Christoph Keck Studied medicine in Münster, Germany, from 1984 until 1990. Research

abroad led him to stays in Vienna, London, Sydney and Melbourne. From 1992 until 2004, Prof. Keck

occupied a leading position at the University Women’s Hospital in Freiburg. From 2004 until 2006 he

was Global Medical Director with a leading pharmaceutical company (Serono) . Since 2006, Prof. Keck

has been active as a leading physician and par tner at the private Institute for Endocrinology and Repro-

ductive Medicine. He teaches as Professor of Obstetrics and Gynecology at the University of Cologne.

Prof. Keck has published more than 60 original works in international professional journals and more

than 80 systematic reviews, etc.

Prof. Michael Stark Chairman of the New European Surgical Academy (NESA). Prof. Stark has been medical

director at the Misgav Ladach Clinic in the Tel Aviv area. There he developed the so-called gentle caesarean

which has been established as a global standard today. For eight years he occupied the position of Executive

Director for all 75 gynecological departments of the Helios and Fresenius Group clinics. He has written more

than 60 publications, as well as countless contributions for books and standard works. Prof. Stark will act as

a medical and business consultant for the clinic.

22

Benchmark

This investment proposal is based on our business plan, which in turn evolved from a tried-and-tested

business model. Currently, the most successful IVF group in Europe provides 25,000 treatments annu-

ally in 14 clinics and achieves revenues of more than EUR 200 million with its locally oriented business

model, whereby all clinics are located in Spanish-speaking regions. In contrast, we will carry the treat-

ments we of fer into other regions, especially European states.

23

Invitation to Invest

This investment proposal presents an overview of the at tractive possibilities of fered by an investment

in reproductive medicine. We of fer the oppor tunity for par ticipation in the development and expansion

of the Geniplet Group to selected investors.

To contact us and for fur ther information please contact:


B. Naegeli, member of the Administrative Board

Rheinhaldenstrasse 60

CH-8200 Schaf fhausen

Phone 0041 (0)52 624 0919

Fax 0041 (0)52 620 0826

[email protected]

Head Of fice




Switzerland

Practices/Clinics

Geniplet Zurich

Geniplet Palma SL

Palma de Mallorca, Spain

Geniplet Zypern Ltd.

Limasol, Cyprus


Rheinhaldenstrasse 60, CH-8200 Schaf fhausen, Switzerland

Phone +41 (0)52 624 09 19 | Fax +41 (0)52 624 08 26 | www.geniplet.com | [email protected] bran

dvis

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25

This prospectus complies with Article 652a Swiss Code of Obligations

The companies that are integrated within Geniplet Reproductive AG are already operationally active and are generating earnings.

Genesis Reproductive AG is therefore not a true star t-up, but rather a company in a stage of development. As is the case with any

entrepreneurial investment, the company of fers high earnings potential as well as the risk of total loss.

Company name The registered of fice of Genesis Reproductive AG is located at Rheinhaldenstrasse 60, 8200 Schaf fhausen,

Switzerland

Administrative Board: Administrative Board Chairman: Dr. Peter Hermann, Administrative Board members: Hans-Dieter Schandlbauer,

Beat Fehr, Beat Naegeli

Legal form: The company is a joint-stock corporation within the scope of Ar t. 622 et seq. Swiss Code of Obligations.

Established: The company was registered on March 18, 2009 in the Commercial Register of the canton of Schaf fhausen.

The duration of the company is unlimited.

Purpose: The company‘s purpose is to provide consultation and suppor t in specific areas of family planning. The com-

pany may conduct all business activities that relate directly or indirectly to this purpose. The company may

establish branch of fices and subsidiaries within its home country and abroad, and may par ticipate in other

companies both within its home company and abroad, as well as conduct all business activities that relate

directly or indirectly to its purpose. The company may acquire, encumber, dispose of and administer proper ty

within its home country and abroad. It may also under take financing on its own account or on third-par ty

account and may enter into loan guarantees and securities on behalf of subsidiaries and third par ties.

Registry: Genesis Reproductive AG is registered in the Commercial Registry of the Swiss canton of Schaf fhausen.

Equity capital: CHF 1,103,230, divided into 11,032,300 fully paid, registered shares at CHF 0.10 each.

Authorized share capital: During the general meeting, authorized capital in the amount of CHF 200,000 was acquired. Ar t. IV of the

bylaws states: The Administrative Board is authorized to increase the authorized capital, prior to March 17,

2012, through issuing a maximum of 2,000,000 fully paid shares with a nominal value of CH 0.10 each in a

maximum amount of CHF 200,000. Increases in par tial amounts are possible. The amount issued, the date of

dividend entitlement and the nature of the deposits will be determined by the Administrative Board.

Voting rights: All shareholders have a right to vote at the general meeting. Each share carries the right to one vote.

Securitization: Cer tificates may be issued by the company in lieu of shares.

Restriction on

transferability: None

Annual financial

statement: No annual financial statement is available yet, and no dividends have been paid.

Prior claim: None

Statutory auditor: BMO Revision AG, Neuhausen am Rheinfall, Switzerland

Current market price: EUR 2.30/share or CHF 3.00/share ISIN/securities no.: CH0124282358

Disclaimer

This investment proposal has been created solely to provide investors with an understanding of Geniplet Reproductive AG‘s field

of business. The information has been compiled according to our best knowledge and represents the current status. Nonetheless,

neither Geniplet Reproductive AG nor its subsidiaries, nor its agents or authorized signatories shall assume any liability of any kind

for the completeness and accuracy of this proposal. In par ticular, no guarantee or assurance is given for the achievement of cost

budgets, sales budgets or other financial figures or other financial or business targets, as such estimates are based on experience

and assumptions that may be influenced by economic, political or other external factors. Especially for companies in this phase and

in this field of activity, there are both oppor tunities and the risk of total loss.

For more detailed information, please contact:


B. Naegeli, Administrative Board, Rheinhaldenstrasse 60, 8200 Schaf fhausen, Switzerland

Phone 0041 (0)52 624 0919, Fax 0041 (0)52 620 0826, [email protected]

Subscription form

The undersigned (subscriber)

Last name:

First name:

Date of bir th:

Address:

Private tel.

Business tel.

Email:

Depository bank:

ACQUISITION OF SHARES

o hereby subscribes _________ (amount) registered shares of Geniplet Reproductive AG, Schaf fhausen, Switzerland, at a

nominal value of CHF 0.10 each, at the issue price of EUR 2.30 or CHF 3.00 per share, for a total of EUR ________ CHF ________

as par t of the authorized increase in capital, based on this share issue prospectus, the bylaws of the company, the resolution au-

thorizing the sale by the extraordinary general meetings of March 17, 2010 and February 23, 2011, and the upcoming meeting of

the Administrative Board, and shall transfer the above amount to the account of Geniplet Reproductive AG within the next ten days.

Subscriptions shall be allowed as long as the company is willing to issue shares

Place/date:

Name in block let ters:

Signature:

Please send the original, completed and signed cer tificate of subscription by mail to:

GENESIS REPRODUCTIVE AG Bank account information

Rheinhaldenstrasse 60 UBS Schaf fhausen

CH-8200 Schaf fhausen Schwertstrasse 2

Switzerland CH-8200 Schaf fhausen

IBAN CHF CH18 0028 7287 1003 4901L

IBAN EUR CH03 0028 7287 1003 4960H

BIC/Swif t: UBSWCHZH80A

Notice/disclaimer

The investor‘s signature confirms that he/she has read and acknowledged the 2011 company brochure. This informational publication

was compiled in compliance with Ar ticle 652a Swiss Code of Obligations.

• Thesignificantrisks,accordingtotheissuer,liein:

• Therestrictedfungibilityoftheshares

• Changesinthecurrentpositivemarketbehaviorinthissector

• Fluctuationsininterestratesandcurrencies

• Theunpredictabilityoftheeconomicdevelopmentofthecompanycombinedwiththemarketrisk

Determination of the issue price

The issue price is determined by the Administrative Board according to its assessment of existing capital requirements and an

assessment of the future of the company. Capital requirements in the amount of EUR 3 million are assumed for the establishment of

the clinic in Palma de Mallorca. The issue price is not currently matched by an equivalent company value. The issue price therefore

bears the speculative element of the future development. If the expected developments do not occur, there is no guarantee that the

shareholder will be able to recover the price paid to acquire the shares when reselling them.

There is also no guarantee of obtaining the issue price or a profit in a subsequent sale of the shares even if targets are reached.

In addition to the company‘s specific circumstances, conditions underlying the pricing of the shares include the rate of inflation,

the fixing of the prime rate and other economic factors that may be positively or negatively influenced by stock exchanges or other

markets. These factors may significantly influence the market value of even blue chip shares. Share prices for a broad range of shares

can therefore plunge by double-digit percentages without any change having occurred with respect to the company‘s substance or

earning power. These risks are par ticularly present with over-the-counter shares.

Free use of the issued capital/risk of unprofitable investment

The net issued capital (issued volume minus the cost of issue) from the placement of the shares will primarily be invested in the

establishment and expansion of the business activities. The precise use of the issued capital, according to the purpose of the com-

pany formulated in the bylaws, shall be at the discretion of the Administrative Board, as the detailed conditions of the investment

plan have not yet been finalized. Despite consideration of all relevant selection criteria and market strategies and analyses of future

investment steps, unforeseeable developments present a risk of long-term losses.

Prospects

An investment in the company also of fers a considerable oppor tunity for profit. Geniplet Reproductive AG features a highly competent

Administrative Board, experienced management with long experience, and a distinguished Scientific Board. This is of great positive

significance to the implementation of the formulated business objectives.

• Experiencedteam

• Reproductivemedicineisahighlyprofitablebusinesswithahighrateofreturnoncapitalemployed

• Growingmarket

Head Of fice




Switzerland

Practices/Clinics

Geniplet Zurich

Geniplet Palma SL

Palma de Mallorca, Spain

Geniplet Zypern Ltd.

Limasol, Cyprus


Rheinhaldenstrasse 60, CH-8200 Schaf fhausen, Switzerland

Phone +41 (0)52 624 09 19 | Fax +41 (0)52 624 08 26 | www.geniplet.com | [email protected]

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