7 Oct 2008 10:16
NOTICE OF BMCE BANK'S EXTRAORDINARY GENERAL MEETING -SEPTEMBER 5, 2008
The Extraordinary General Meeting of BMCE Bank was held on September 5, 2008 at the Bank's Headquarters, as the present and represented shareholders accounted for more than half of the shares.
The Extraordinary General Meeting (EGM) has unanimously approved the split in the nominal value of BMCE Bank shares from 100 to 10 dirhams, pursuant to Article 246 of law 20 - 05, amending and supplementing law 17-95 on joint stock companies.
The EGM has unanimously decided to make article 6 in BMCE Bank By-Laws, in compliance with this provision, and thus to include the new nominal value of BMCE Bank shares as well as the number of shares, increasing from 15,875,139 to 158,751,390 shares of 10 dirhams each.
Thanks to this stock split, BMCE Bank shares should benefit from a greater marketability, encouraging new investors to acquire them, which can strengthen the stock liquidity on the market.
ADDITIONAL CLAUSE N°1 TO THE PROSPECTUS RELATED TO THE SHARE BUYBACK PROGRAM TO REGULARIZE THE MARKET
Visa of Securities Ethics Council of September 5, 2008 n° VI/EM/030/2008
This first additional clause cancels and replaces the provisions pursuant to price proposed to the Ordinary General Meeting of 28 May 2007 and prospectus n° VI/EM/014/2007 constituting the subject of the Securities Ethics Council's visa dated May 11, 2007. Therefore the buyback program will be carried out in the framework of the aforesaid prospectus and this first additional clause
I - NEW LEGAL FRAMEWORK
The characteristics of the buyback program, the implementation of which is in the framework of Law n°17-95 of August 31, 1996 pursuant to business corporations, as amended and completed by Law 20-05, will be modified further to the Extraordinary General Meeting of September 5, 2008 ruling on the quorum and majority requirements that will decide the reduction in face value of the BMCE share from 100 to 10 MAD.
This Extraordinary General Meeting will issue the following resolutions:
First resolution
The General Assembly handing down rulings on the conditions for quorum and majority of extraordinary meetings, acting under the conditions of quorum, after hearing reading of the special Board of Directors report and being informed of the provisions of law 20-05 amending and completing Law 17-95, in particular the amendments of article 246 reducing the face value of shares listed on the Stock Exchange at a value of 10 MAD, decides to reduce the face value of making up the capital of BMCE BANK from one hundred Dirhams to 10 Dirhams.
The said reduction of the face value, through multiplication by 10 of the number of shares making up the registered capital and the resulting registered capital of 158 751 390 new shares of 10 Dirhams each in exchange for a former BMCE Bank share with a face value of 100 Dirhams.
Second resolution
As a consequence of the preceding resolution, the Extraordinary General Meeting decides to modify article 6 of the Statutes which henceforth shall read as follows:
"Article 6 - registered capital
The registered capital is set at 1 587 513 900. It consists of one hundred and fifty eight million seven hundred and fifty one thousand and three hundred and ninety (158 751 390) shares with a face value of 10 Dirhams (MAD 10) each one entirely paid up".
Third resolution
The Extraordinary General Meeting mandates the Board of Directors and any other person appointed thereby to implement the aforesaid decisions and to carry out all the formalities required by law, in particular with regard to deposit wherever required, as well as publication."
Therefore, implementation of the decision to reduce the face value of the share from 100 MAD to 10 MAD will lead to modification of the characteristics of the buyback program.
II - NEW BUYBACK PROGRAM CHARACTERISTICS
- Underlying securities: BMCE Bank Shares
- Maximum buying and selling price: MAD 350
- Minimum buying and selling price: MAD 220
- Maximum number of shares to be held: 15 000 000 shares, i.e. 9.45% of the capital
- Maximum sum to commit: MAD 5 250 million
- Date of entry into force of the new stipulations: Date of listing of new shares at a face value of MAD 10
- Program schedule: from May 28, 2007 to November 28, 2008
BMCE Bank
Business Corporation with registered capital of 1.587.513.900 Dirhams
Headquarters: Casablanca - 140, Avenue Hassan II T.R. Casablanca n° 27.129