16 Aug 2010 14:51
NOTICE OF BMCE BANK'S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
ON SEPTEMBER 8, 2010 AT NOON (12 PM).
Shareholders of BANQUE MAROCAINE DU COMMERCE EXTERIEUR, abbreviated to "BMCE BANK", a Public Limited Company with capital of 1,587,513,900 dirhams, headquartered in Casablanca - 140, Avenue Hassan II - registered in the Register of Companies under number 27,129 are invited to attend the Extraordinary General Meeting at the Head Office on:
Wednesday, September 8, 2010 at noon
To deliberate and vote on the following agenda:
1- Reading of the Board of Directors' Report and the Auditors' Special Report;
2- Capital increase in cash reserved for a reference shareholder and waiver of preferential subscription rights for the other shareholders;
3- Terms and conditions of the issue;
4- Subsequent change of the bylaws;
5- Powers.
The owners of bearer shares should deposit certificates verifying account registration of their securities at the Bank's Head Offices or address them through an authorized intermediary, five days before the Meeting.
The holders of non-transferable shares, which have been previously registered on account five days before the Meeting, shall be admitted upon the production of proof of their identity or their proxy.
The holders of shares who have not yet registered their securities on account are invited to do so by depositing them the BMCE Bank themselves or through an authorized intermediary.
Any shareholder is entitled to gain cognizance of the documents, the communication of which is prescribed by Article 141 of Law 17-95 as amended and modified by Law 20-05 relative to Public Limited Companies, at the Bank's Head Offices.
Any shareholder meeting the requirements spelled out by Law 17-97 relative to Public Limited Companies, may request the inscription of draft-resolutions along with the items of the agenda, providing he addresses his request to the Head Offices by way of registered mail with acknowledgement of receipt, 10 days, at least, prior to the date set for the Meeting.
A shareholder may be represented by another shareholder having the proxy representation, by a spouse, or an ascendant or descendant. Proxy forms are available to the shareholders at the Head Office.
The Board of Directors
Draft Resolutions Submitted To the Extraordinary General Meeting
First Resolution
The Extraordinary General Meeting, having heard the Report of the Board of Directors and the Special Report of the Statutory Auditors, and after noting that the current share capital is fully paid, decided to raise that capital in the amount of ONE HUNDRED AND SEVEN MILLION AND ONE HUNDRED TWENTY THOUSAND (107,120,000.00) Dirhams to bring it up from 1,587,513,900.00 Dirhams to 1,694,633,900.00 Dirhams.
This capital increase is evidenced by the issue of 10,712,000 new shares with a nominal value of ten (10.00) dirhams per share.
Each share of 10.00 dirhams will have a premium of TWO HUNDRED TWENTY FIVE (225.00) dirhams, that is an issue value of TWO HUNDRED THIRTY FIVE (235.00) dirhams per share.
The new shares will be fully paid up (nominal value plus premium) at the time of their subscription.
Second Resolution
The Extraordinary General Meeting, having heard the Report of the Board of Directors and the Special Report of the Statutory Auditors, decided to waive the preferential subscription rights for other shareholders and reserve the full subscription of shares to LA BANQUE FEDERATIVE DU CREDIT MUTUEL, 34, rue du Wacken, 67000 Strasbourg Cedex 9.
The shares to be subscribed shall be fully paid in cash at the time of their subscription, including the premium.
Pursuant to article 279 of Law relating to limited companies, it was decided not to take account of BMCE Bank treasury shares for the determination of the preferential subscription rights of other shares.
Third Resolution
The Extraordinary General Meeting decides to set the terms of capital increase as follows:
·; Full payment of shares in cash upon subscription, premium included,
·; Entitlement to Dividend starting from January 1st, 2010
·; Opening of the subscription as of September 8, 2010,
·; Closing of the subscription in a timely manner by the special representative
·; The 10,712,000 new shares to be issued will be fully assimilated to existing shares and will have the same rights and obligations. They will be numbered from 158,751,391 to 169,463,390
Fourth Resolution
The Extraordinary General Meeting separately gives full powers to the Board of Directors and Mr. Othman Benjelloun regarding the following:
·; Collect subscriptions and receive payment relating to the new shares issue,
·; Timely close the subscription
·; Amend the by-laws of the Company pursuant to Article 186 of the Law 17-95, accordingly
·; Generally, take all necessary measures and complete all formalities for final completion of the capital increase
Fifth Resolution
The Extraordinary General Meeting mandates the bearer of the original of the minutes of the present meeting, a copy thereof or an extract, to accomplish any formality provided for by the Law.