Last checked at 16 May 2012 16:09
The full amended text is shown below :
TRANSLATION
(REPLACEMENT)
Invitation to the Ordinary General Meeting
EFG Hermes Holding S.A.E
Saturday 2nd of June, 2012
The Chairperson of the Board of Directors of EFG Hermes Holding S.A.E., an Egyptian joint stock company (the Company) with authorized capital of EGP 3.2 billion (EGP three billion and two hundred million) and issued and paid-in capital of EGP 2.39147 billion (EGP two billion three hundred ninety one million, four hundred seventy three thousand and seven hundred and fifty), registered under no. 12665 at 6th October Commercial Registry, kindly invites its shareholders to attend the annual Ordinary General Meeting, to be held at 9:00 AM on Saturday 2nd of June, 2012 at Joy Club Ballroom of the Mövenpick Pyramids Hotel, Giza, to discuss the following items of the agenda:
1. Ratification of the Board of Directors' report for the fiscal year ending 31/12/2011;
2. Ratification of the auditor's report on the Financial Statements for the fiscal year ending 31/12/2011;
3. Ratification of the Financial Statements for the fiscal year ending 31/12/2011;
4. Approval of the appropriations account for the fiscal year ending 31/12/2011;
5. Approval of the release of the Board of Directors from liability for management for the fiscal year ending 31/12/2011;
6. Approval of the Board of Directors' remuneration and allowances for the fiscal year 2012;
7. Approval of the re-appointment of the auditors for the fiscal year 2012 and determining their fees;
8. Approval of the donations made in 2011 and authorization to the Board of Directors to make donations in excess of EGP 1,000 during the fiscal year 2012.
In this respect, please note the following:
First: Each shareholder has the right to attend the General Meeting either in person, or by delegating another shareholder who is not a Board member. Delegation, to be valid, must be stated in a written proxy, and no shareholder, except for juridical persons, shall be entitled to represent, by proxy, a number of votes exceeding 10% of the total shares of the Company's capital and not to exceed 20% of the shares represented in the meeting.
Second: Shareholders who wish to attend the General Meeting must submit a statement of account for their shares deposited with a custodian, confirming that the balance of shares deposited have been temporarily blocked for the purpose of attending the meeting.
Third: Any questions regarding the issues to be reviewed by the Ordinary General Meeting must be submitted in writing to the Company's management at the Head Office, either by registered mail or by hand delivery against receipt, at least three days prior to date of the General Meeting. Discussion in the General Meeting shall be limited to the issues listed in the agenda.
Fourth: Resolutions of the Ordinary General Meeting shall be issued by absolute majority of the shares represented in the meeting.
Fifth: Attendance of the meeting is restricted to shareholders with no accompanying guests. We would like to ask the shareholders to arrive half an hour before the designated meeting time to allow for registration of attendance upon submission of identification documents and proxies.
Mona Zulficar
Chairperson of the Board of Directors
TRANSLATION
(REPLACEMENT)
Invitation to the Extraordinary General Meeting
EFG Hermes Holding S.A.E
Saturday 2nd of June, 2012
The Board of Directors of EFG Hermes Holding S.A.E., an Egyptian joint stock Company (the Company or EFG Hermes) with authorized capital of EGP 3.2 billion (EGP three billion and two hundred million) and issued and paid-in capital of EGP 2.39147 billion (EGP two billion three hundred ninety one million, four hundred seventy three thousand and seven hundred and fifty), registered under no. 12665 at 6th October Commercial Registry, kindly invites its shareholders to attend an Extraordinary General Meeting, at 10:00 AM on Saturday 2nd of June, 2012 at Joy Club Ballroom of the Mövenpick Pyramids Hotel, Giza, to discuss the following items of the agenda:
1. Reviewing the Board of Directors' report with respect to the contemplated strategic alliance with QInvest at the level of EFG Hermes Qatar in which QInvest will own 60% while EFG Hermes will continue to hold the remaining 40% of the share capital.
2. Approving the contemplated strategic alliance with QInvest through transfer of all the shares of a number of subsidiaries, currently held by EFG Hermes and active in the Brokerage, Research, Asset Management, Investment Banking, and Infrastructure Funds businesses, in addition to all the tangible and intangible assets and resources necessary to operate these businesses, to EFG Hermes Qatar as mentioned in item (1) above in consideration of USD 250,000,000.
3. Approving the transfer of ownership of 60% of the interests in the seed funding of EFG Hermes's asset management business which will be transferred to EFG Hermes Qatar as part of the strategic alliance mentioned in item (2) above to QInvest at market value on the date of closing.
4. Approving the report presented by the Independent Financial Advisor (IFA) concerning the fair value of the Egyptian companies subject to the strategic alliance.
5. Authorizing the Board of Directors to:
a. Exercise a put option granted by QInvest, whereby QInvest would be required to buy the remaining 40% interest held by the Company in EFG Hermes Qatar in accordance with the terms of the agreements concluded with QInvest.
b. Approve the granting of a call option to QInvest whereby QInvest would be entitled to buy the remaining 40% interest held by the Company in EFG Hermes Qatar in accordance with the terms of the agreements concluded with QInvest.
6. Authorizing the Board of Directors to take all legal procedures and acts of disposition as necessary for concluding the strategic alliance with QInvest and delegating Mr. Hassan Heikal, Chief Executive Officer and Mr. Ramsay Zaki the Chief Operating Officer jointly and severally to sign on behalf of the Company all the documents needed in this regard.
In this respect, please note the following:
First: Each shareholder has the right to attend the General Meeting either in person, or by delegating another shareholder who is not a Board member. Delegation, to be valid, must be stated in a written proxy, and no shareholder, except for juridical persons, shall be entitled to represent, by proxy, a number of votes exceeding 10% of the total shares of the Company's capital and not to exceed 20% of the shares represented in the meeting.
Second: Shareholders who wish to attend the General Meeting must submit a statement of account of their shares deposited with a custodian, confirming that the balance of shares deposited have been temporarily blocked for the purpose of attending the meeting.
Third: Any questions regarding the issues to be reviewed by the Extraordinary General Meeting must be submitted in writing to the Company's management at the Head Office, either by registered mail or by hand delivery against receipt, at least three days prior to date of the General Meeting. Discussion in the General Meeting shall be limited to the issues listed in the agenda.
Fourth: Resolutions of the Extraordinary General Meeting shall be issued by two thirds of the shares represented in the meeting as per Article (47) of the Company's Statutes.
Fifth: Attendance of the meeting is restricted to shareholders with no accompanying guests. We would like to ask the shareholders to arrive half an hour before the designated meeting time to allow for registration of attendance upon submission of identification documents and proxies.
Mona Zulficar
Chairperson of the Board of Directors