Last checked at 31 Aug 2012 07:00
TRANSLATION
Invitation to
the Extraordinary General Meeting
EFG Hermes Holding S.A.E.
16th of September, 2012
The Board of Directors of EFG Hermes Holding S.A.E., an Egyptian joint stock Company with authorized capital of EGP 3.2 billion (EGP three billion and two hundred million) and issued and paid-in capital of EGP 2,391,473,750 (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 9:00 AM on Sunday 16th of September 2012 at "Joy Club" Ballroom of the Mövenpick Pyramids Hotel Giza, in order to consider approving the necessary execution procedures in connection with the strategic alliance between EFG Hermes Holding S.A.E. and QInvest LLC, and the consequences of the transaction in light of the additional clarifications and observations noted by the Egyptian Financial Supervisory Authority on 25/7/2012 on the minutes of the Extraordinary General Meeting held on 2/6/2012. The meeting will discuss the following items of the agenda:
1. Considering approving the Board of Directors' report with respect to the contemplated strategic alliance with QInvest LLC at the level of EFG Hermes Qatar LLC, whereby QInvest LLC will inject USD250 million in EFG Hermes Qatar LLC; which, upon completion, will be owned 60% by QInvest LLC and 40% by EFG Hermes Holding S.A.E.
2. Considering approving the fair value report prepared by the Independent Financial Advisor (IFA), Grant Thornton, approved by the Company's Board of Directors' meeting held on 29/5/2012, concerning the fair value of the Egyptian companies subject of the strategic alliance.
3. Considering approving the sale of 100% of the shares held by EFG Hermes Holding S.A.E. in the subsidiary companies active in the Brokerage, Research, Asset Management, Investment Banking, and Infrastructure Fund businesses to EFG Hermes Qatar LLC in consideration for USD 250 million.
4. Considering approving the transfer of the equivalent of 60% of the total seed funding injected by EFG Hermes Holding S.A.E. in a number of its managed funds to QInvest LLC at market value at closing. Such managed funds will be transferred to EFG Hermes Qatar LLC at closing.
5. Considering approving, in principle, the distribution of EGP 4 per share to EFG Hermes Holding S.A.E. shareholders, and the potential accounting consequences that may possibly lead to a reduction of the nominal value per share and / or the purchase of treasury shares at the same price from all shareholders on a pro-rata basis, following completing the transfer of ownership in the relevant subsidiary companies to EFG Hermes Qatar LLC.
6. Considering approving the transfer by EFG Hermes Holding S.A.E.'s of its trademark "EFG Hermes" definitively to EFG Hermes Qatar LLC, within one year of completing the transfer of ownership of the relevant subsidiary companies to EFG Hermes Qatar LLC, and approving in principle, in such case, to amend the name of EFG Hermes Holding S.A.E. to "Egyptian Financial Group".
7. Considering approval of:
a. A put option, whereby the remaining 40% interest owned by the Company in EFG Hermes Qatar LLC may be transferred to QInvest LLC pursuant to the terms and conditions of the agreement entered into with QInvest LLC for a consideration of EGP 1,000,000,000 (one billion Egyptian Pounds).
b. A call option, whereby QInvest LLC may buy the remaining 40% interest owned by the Company in EFG Hermes Qatar LLC pursuant to the terms and conditions of the agreement entered into with QInvest LLC in consideration for a floor price of USD 165,000,000 or the fair value at the time of execution subject to a maximum value of the purchase price.
c. Authorizing the Board of Directors to exercise the put and accept all the call options in accordance with the provisions of the relevant agreement.
8. Considering approving a non-compete clause in favor of EFG Hermes Qatar LLC, whereby EFG Hermes Holding S.A.E. and its subsidiaries shall not be in engaged in the activities of the companies to be transferred to EFG Hermes Qatar LLC; namely Brokerage, Asset Management, and Investment Banking businesses; as of the closing date of the transaction and for a period of two years from the date of sale of EFG Hermes Holding S.A.E.'s 40% stake in EFG Hermes Qatar LLC, (in case of execution of such sale) to QInvest LLC.
9. Authorizing the Board of Directors to take all the necessary procedures and acts of disposition required for executing the strategic alliance.
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 75% 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
For further information:
Investor Relations Contacts
Tel: +20 (0)2 35356710
Fax: +20 (0)2 3535 7017
Email: investor-relations@efg-hermes.com
www.efg-hermes.com