Last checked at 30 Aug 2012 15:25
TRANSLATION
Summary of Board of Directors Resolutions
EFG Hermes Holding S.A.E.
Wednesday 29/8/2012, 5:00pm CLT
Cairo, Wednesday 29/8/2012 at 5:00pm (Cairo Local Time): EFG Hermes Holding S.A.E. Board of Directors convened at the Company's headquarters in Smart Village in Cairo. The meeting was chaired by Mrs. Mona Zulficar, Chairperson of the Board of Directors. The meeting was attended by:
1- Mrs. Mona Zulficar Chairperson of the Board of Directors
2- Mr. Yasser El Mallawany CEO and Board Member
3- Mr. Ramsay Zaki Board Member
Mrs. Dahlia El Sellawy was appointed as the Board's Secretary.
Resolutions:
The Board has agreed to invite an Extraordinary General Meeting at 9:00 AM on Sunday 16th of September 2012 at "Joy Club" Ballroom of the Mövenpick Pyramids Hotel Giza to discuss the following items of the agenda:
1. 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.
2. 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 USD250 million.
3. 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.
4. 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.
5. 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".
6. 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 EGP1,000,000,000 (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 USD165,000,000 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.
7. 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.
8. Authorizing the Board of Directors to take all the necessary procedures and acts of disposition required for executing the strategic alliance.
The meeting ended at 6:00pm Cairo Local Time.
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