Efg-hold.gdr S Regulatory News (EFGD)

Translation to English

Summary to the Resolutions of the

Annual General Meeting

held on June 2, 2012

The Ordinary General Assembly Meeting of EFG Hermes Holding Company was held on June 2nd, 2012 and resolved the following:

1. Ratified the Board of Directors' report for the fiscal year ending 31/12/2011.

2. Ratified the auditor's report on the Financial Statements for the fiscal year ending 31/12/2011.

3. Ratified the Financial Statements for the fiscal year ending 31/12/2011.

4. Approved the appropriations account for the fiscal year ending 31/12/2011 as follows:

5. Approved the release of the Board of Directors from liability for management for the fiscal year ending 31/12/2011.

6. Approved not to pay out the Board of Directors' transportation and attendance allowances for the fiscal year 2012, whereby the Company shall bear all actual travel and accommodation expenses.

7. Approved the re-appointment of Mr. Hassan Bassiouni, Partner KPMG-Hazem Hassan as the Group's auditor for the fiscal year 2012, and authorized the Board to determine his fees, not exceeding the fees paid for the financial year 2011.

8. Authorized the Board to make donations in excess of EGP 1,000 during the fiscal year 2012; there were no donations made in the fiscal year 2011.

Translation to English

Summary to the Resolutions of the

Extraordinary General Assembly Meeting

held on June 2, 2012

At the beginning of the meeting the Chairperson read the letters received from Planet IB Ltd on 30/5/2012 and 1/6/2012 expressing its intention to place a tender offer to acquire 100% of EFG Hermes Holding S.A.E. listed shares, in accordance with the Egyptian Capital Markets Law and Executive Regulations at a minimum price of EGP13.5 per share; provided that such offer is conditional upon the completion of legal, financial and technical due diligence during a period of 60 days. Further, Planet IB Ltd did not provide any legal commitment or financial guarantees to EFG Hermes Holding S.A.E. nor to its shareholders that it will in fact present such tender offer. Additionally, no proof to availability of funds has been presented to the Company nor any information about the investors who shall provide necessary funds for such tender offer.

In the meeting, reference was also made to the right of Planet IB Ltd to file its tender offer application to the Egyptian Financial Supervisory Authority under the provisions of Chapter XII of the Executive Regulations to the Capital Market Law no. 95 for the year 1992, without need for the approval of the Company's shareholders, general assembly, or the management.

Following the above note, the Extraordinary General Assembly decided the following:

1- Approvingthe Board of Directors' report with respect to the contemplated strategic alliance with QInvest and restructuring of the company's ownership in major lines of business on 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 transferring the full ownership 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 carry out these businesses including the tradename and trademark of EFG Hermes, to EFG Hermes Qatar as mentioned in item (1) above for a consideration of USD 250,000,000 in form of a capital increase at the level of EFG Hermes Qatar.

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 valuation report presented by the Independent Financial Advisor (IFA) Grant Thornton - which has been approved by the board of directors by virtue of its meeting held on May 29, 2012 and approved by a report from the company's Auditors in accordance with Article 33 of the listing and delisting rules- concerning the fair value to a number of Egyptian companies to be transferred to EFG Hermes Qatar pursuant to the strategic alliance.

5- Authorizing the Board of Directors to:

a. Exercise a put option to QInvest, whereby the remaining 40% interest owned by the company in EFG Hermes Qatar may be transferred to QInvest pursuant to the terms and conditions of the agreements entered into with QInvest in a consideration of EGP 1,000,000,000 (one billion).

b. Approve the granting of a call option to QInvest whereby enabling QInvest to buy the remaining 40% interest owned by the company in EFG Hermes Qatar pursuant to the terms and conditions of the agreements entered into with QInvest in a consideration of a floor price of USD 165,000,000 or the market value (subject to a maximum value of the purchase price).

Provided; the call and put option may be exercised starting the 12th month until the 36th month following the date of the approval by the board of directors of the strategic alliance with QInvest.

6- Authorizing the Board of Directors to take all legal procedures and actions necessary for concluding the strategic alliance with QInvest as per the agreed upon structure and delegating Mr. Hassan Heikal, Chief Executive Officer and Mr. Ramsay Zaki the Chief Operating Officer severally to sign on behalf of the company all the documents needed in this regard as well as carrying out all necessary procedures vis-à-vis local and foreign governmental and other public bodies for the execution of the strategic alliance; especially to obtain all licenses and approvals from local and foreign regulatory bodies in particular the Egyptian Financial Supervisory Authority and the Egyptian Exchange with respect to all procedures relating to selling the shares of Egyptian companies forming the businesses mentioned in item (2) above from EFG Hermes Holding S.A.E. to EFG Hermes Qatar, including the execution of all contracts, documents, forms, as well as obtaining, signing and receiving documents and all files related to this transaction from the Egyptian Financial Supervisory Authority, the Egyptian Exchange and signing all sell and buy orders or any other forms or documents necessary for the completion of this transaction vis-a-vis the Egyptian Exchange and all its committees. And to delegate any third party in whole or in part any of the above mentioned authorities. Moreover, approving the execution of any related-party transactions in connection with the strategic alliance that might be involved with respect to either QInvest and/or EFG Hermes Qatar.