Notice of AGM
30 Marzo 2012 - 12:00AM
UK Regulatory
TIDMICB
30 March 2012
ICB FINANCIAL GROUP HOLDINGS AG
(Incorporated in Switzerland)
To The Shareholders of
ICB FINANCIAL GROUP HOLDINGS AG
INVITATION TO THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
Monday, 30 April 2012 at 2.00 p.m.
(door opens at 1.45 p.m.)
Bahnhofplatz 3, Postfach 437, CH-8853 Lachen, Switzerland
(in the premises of Notariat Grundbuchamt Konkursamt March)
AGENDA
1. Amendments to the Articles of Association of the Company
A. Motion proposed by the Board of Directors
The Board of Directors proposes to authorize the Board of Directors to increase
the share capital of the Company at any time up to 30 April 2014 by an amount
not exceeding CHF90'000'000 through the issue of up to 90'000'000 registered
shares, payable in full, each with a face value of CHF1 and that Article 4a of
the Articles of Association be amended accordingly.
2. Approval of the annual report, the annual financial statements and the
consolidated financial statements for 2011 as well as acknowledgement of the
auditors' and group auditors' reports.
A. Motion proposed by the Board of Directors
The Board of Directors proposes that the annual report, the annual financial
statements and the consolidated financial statements for 2011 be approved.
3. Discharge of the acts of the members of the Board of Directors
A. Motion proposed by the Board of Directors
The Board of Directors proposes that the acts of the members of the Board of
Directors during the 2011 financial year be discharged.
B. Explanations by the Board of Directors
According to Swiss Law, it is the inalienable duty of the Annual General
Meeting of Shareholders to release the members of the Board of Directors from
their activities in the respective business year. The granting of discharge
means that shareholders who are granting discharge may not claim for the damage
caused by intentional or negligent violation of their duties as members of the
Board of Directors. This only applies on matters disclosed by the Company
before the granting of the discharge.
4. Approbation of available earnings
A. Motion proposed by the Board of Directors
The Board of Directors proposes that the appropriation of available earnings be
approved as follows:
CHF
Net income -684'916
Retained earnings brought forward from 97'488'850
the previous year
Available income 96'803'934
Allocation to general legal reserve 0
Retained earnings carried forward 96'803'934
5. Elections to the Board of Directors
A. Motion proposed by the Board of Directors
i. Re-election of Directors
The Board of Directors proposes that Mr. Michael Robert Hanlon, Ms Josephine
Sivaretnam, Mr. René Fritschi, Mr. Lim Teong Liat and Mr. Zakaria Abd Hamid be
re-elected to the Board of Directors for a term of one year as stipulated in
the articles of association.
B. Explanations by the Board of Directors
i. Re-election of Directors
Mr. Michael Robert Hanlon, Ms Josephine Premla Sivaretnam, Mr. René Fritschi,
Dr Kenneth Kwami Kwaku, Mr. Lim Teong Liat and Mr. Zakaria Abd Hamid, whose
terms as members of the Board of Directors expire at the 2012 Annual General
Meeting of Shareholders. Mr. Michael Robert Hanlon, Ms Josephine Premla
Sivaretnam, Mr. René Fritschi, Mr. Lim Teong Liat and Mr. Zakaria Abd Hamid,
are making themselves available for re-election. Dr Kenneth Kwami Kwaku has
given his notification that he does not wish to seek re-election at this Annual
General Meeting of Shareholders.
Each re-election will be carried out individually.
a. Mr. Michael Robert Hanlon has been the Chairman of the Board of Directors
and member of the Audit and Risk Management Committee since 2007. The Board
has determined him to be independent under the Company's independence
standards.
b. Ms Josephine Premla Sivaretnam has been a member of the Board of Directors,
Nomination Committee and Remuneration Committee since 2007.
c. Mr. René Fritschi has been a member of the Board of Directors since 2006.
Mr. Fritschi has been the Chairman of the Nomination Committee since 2007.
The Board has determined him to be independent under the Company's
independence standards.
d. Mr. Lim Teong Liat has been a member of the Board of Directors since 2007.
Mr. Lim has been the Chairman of the Audit and Risk Management Committee since
2009. The Board has determined him to be independent under the Company's
independence standards.
e. Mr. Zakaria Abd Hamid has been a member of the Board of Directors and Audit
and Risk Management Committee since 2010. The Board has determined him to be
independent under the Company's independence standards.
6. Election of BDO AG, Zurich as statutory auditors
A. Motion proposed by the Board of Directors
The Board of Directors proposes that BDO AG, Zurich, be re-elected as statutory
auditors for a further term of one year.
Schindellegi, 30 March 2012 On behalf of the Board of Directors
Michael Robert Hanlon
Chairman
NOTICE OF ANNUAL GENERAL MEETING
The annual report and the audit report as well as motions from the management
on the application of net income are open for inspection by the shareholders at
the registered office and headquarters of any possible subsidiaries.
How shareholders can exercise their voting rights
Admission and Voting Rights, Admission Cards
a) Shareholders registered in the Company's Shareholders' Register
Registered shareholders entered in the share register up to and including 24
April 2012 as shareholders with voting rights will receive, together with the
invitation to the Annual General Meeting of Shareholders, a registration and
power of attorney form that they may use to order the admission card and voting
card or to appoint a proxy. No entries conferring voting rights will be made in
the share register in the period from 25 April 2012 to the end of the Annual
General Meeting of Shareholders.
b) Attendants holding CREST Depository Interests
In the course of the listing of the shares of ICB Financial Group Holdings AG
on AIM, shares of the Company were issued to CREST International Nominees
Limited for the account of shareholders trading on AIM. These shares were
represented by CREST Depository Interests (CDIs). CDIs are uncertificated
securities constituted under English law, allowing the electronic settlement of
trades in the Company's shares via the CREST system operated by Euroclear UK &
Ireland Limited, London.
CREST members holding CDIs as legal owners on own account, CREST members
holding CDIs as legal owners (nominees) and acting upon instructions from the
beneficial owners of such CDIs who can establish through which nominee they
hold the CDIs are entitled to attend the Annual General Meeting of Shareholders
(or to be represented by proxy) and to cast their votes as proxies of CREST
International Nominees Limited.
CREST members whose names appear on the CREST register up to and including 24
April 2012 will receive, together with the invitation to the Annual General
Meeting of Shareholders a registration and power of attorney form that they or
the beneficial owners of the CDIs may use to order the admission card and
voting card or to appoint a proxy. All nominees are requested to forward the
invitation to the Annual General Meeting of Shareholders and the registration
and power of attorney form, as well as the requested admission card and voting
card to the beneficial owners of CDIs.
General Remarks
Preparation for the Annual General Meeting of Shareholders will be facilitated
by the prompt return of your registration and power of attorney form. Please
return it by 25 April 2012 at the latest to the Share register of ICB Financial
Group Holdings AG, c/o ShareCommService AG, Europastrasse 29, CH-8152
Glattbrugg, fax: +41-44-809 58 59.
There is no guarantee to handle registration and power of attorney forms which
arrive after this date. The admission cards will be sent out from 23 April
2012.
If any of the shares or CDIs recorded as votes on an admission card are sold,
the registered shareholder or CDIs attendant should present the relevant
admission card upon admission to the Annual General Meeting of Shareholders as
the associated voting rights will have lapsed.
Proxies
Shareholders with voting rights as well as CDIs attendants may arrange to be
represented by a third party by granting authority to this person in writing.
In order to grant authority the shareholder or CDI attendant must specify the
relevant person in the registration and power of attorney form. The admission
card and voting card will be sent to the shareholder. Please sign the power of
attorney on the admission card, and deliver it together with the voting card to
the authorized representative.
Alternatively, shareholders may appoint one of the following as their proxy:
- ICB Financial Group Holdings AG; or
- a bank or other professional asset manager acting as proxy for deposited
shares as specified in article 689d of the Swiss Code of Obligations; or
- Andreas G. Keller, attorney-at-law, P.O. Box 2924, CH-8021 Zurich,
Switzerland, acting as the independent proxy, with the right for substitution
(phone:+41-44-46310 03; fax:+41-44-46310 04).
To provide voting instructions please use the instruction form on the
registration and power of attorney form.
Proxy holders of deposited shares are requested to notify the Share register of
ICB Financial Group Holdings AG, c/o ShareCommService AG, Europastrasse 29,
CH-8152 Glattbrugg, fax: +41-44-809 58 59, regarding the number of shares they
represent as soon as possible, but no later than 30 April 2012, 1.45 p.m.
Unless expressly instructed otherwise, the proxies of shareholders or CDIs
attendants will exercise their votes in favor of the proposals made by the
Board of Directors. Any signed authorization forms sent in blank will be
treated as an authorization in favour of ICB Financial Group Holdings AG.
The Company's AIM nominated adviser is RFC Corporate Finance Ltd.
Contact Stephen Allen or Trinity McIntyre on +61894802500
END
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