TIDMICB
ICB FINANCIAL GROUP HOLDINGS AG ("ICB")
NOTICE OF AGM
Following is a copy of ICB's Notice of Annual General Meeting to be dispatched
to the shareholders on Tuesday, 14 April 2009.
The Company's AIM nominated adviser is RFC Corporate Finance Ltd. Contact
Stephen Allen or Trinity McIntyre on +61894802500.
To The Shareholders of
ICB FINANCIAL GROUP HOLDINGS AG
INVITATION TO THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
Monday, 11 May 2009 at 2.00 p.m.
(door opens at 1.45 p.m.)
Roosstrasse 3, CH-8832 Wollerau, Switzerland
(in the premises of Notariat Hofe)
This Invitation to AGM consists of 7 printed pages only
(Inclusive of this page)
AGENDA
1. Amendments to the Articles of Association of the Company
Motions proposed by the Board of Directors
1.1 The Board of Directors proposes to generally revise the Articles of
Association referring to Revision of the Swiss Company Law (which came into
effect 1 January 2008) and the consideration that the Articles of Association
did no longer fulfill the legal clauses as well as the needs of the Company.
The Articles of Association proposed by the Board of Directors are published at
the Company's registered office for examination by the shareholders.
1.2 The Board of Directors proposes to authorize the Board of Directors to
increase the share capital of the Company at any time up to 10 May 2011 by an
amount not exceeding CHF 75'000'000 through the issue of up to 75'000'000
registered shares, payable in full, each with a face value of CHF 1 according
to Article 4a of the Articles of Association.
2. Approval of the annual report, the annual financial statements and the
consolidated financial statements for 2008 as well as acknowledgement of the
auditors' and group auditors' reports.
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 2008 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 2008 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
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 95,615,146
Retained earnings brought forward from 11,576,442
the previous year
Available income 107,191,588
Allocation to general legal reserve (4,780,000)
Retained earnings carried forward 102,411,588
5. Elections to the Board of Directors
A. Motion proposed by the Board of Directors
The Board of Directors proposes that Mr Michael Robert Hanlon, Ms Josephine
Sivaretnam, Mr René Fritschi, Dr Kenneth Kwami Kwaku, Mr Paul Robert Philipps
Bridges and Mr Lim Teong Liat 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
Mr Michael Robert Hanlon, Ms Josephine Premla Sivaretnam, Mr René Fritschi, Dr
Kenneth Kwami Kwaku, Mr Paul Robert Philipps Bridges and Mr Lim Teong Liat,
whose terms as members of the Board of Directors expire at the 2009 Annual
General Meeting of Shareholders, are making themselves available for
re-election. 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 is the Chairman of the Nomination Committee since 2007. The Board
has determined him to be independent under the Company's independence
standards.
d. Dr Kenneth Kwami Kwaku has been a member of the Board of Directors since
2007. Dr Kwaku is the Chairman of the Remuneration Committee since 2007.
The Board has determined him to be independent under the Company's
independence standards.
e. Mr Paul Robert Philipps Bridges has been a member of the Board of Directors
and Chairman of the Audit and Risk Management Committee. The Board has
determined him to be independent under the Company's independence
standards.
f. Mr Lim Teong Liat has been a member of the Board of Directors and of the
Audit and Risk Management Committee since 2007. The Board has determined
him to be independent under the Company's independence standards.
6. Election of BDO Visura, Zurich as statutory auditors
Motion proposed by the Board of Directors
The Board of Directors proposes that BDO Visura, Zurich, be re-elected as
statutory auditors for a further term of one year.
Schindellegi, 14 April 2009 On behalf of the Board of Directors
Chairman
Michael Robert Hanlon
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 27
April 2009 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 27 April 2009 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 Ltd.
for the account of shareholders trading on AIM. These shares were represented
by CREST Depository Interests (CDIs). CDIs are uncertificated securities
independent of the Company, constituted under English law, allowing the
electronic settlement of trades in the Company's shares via a system operated
by Euroclear UK & Ireland Limited, London.
CREST members holding CDIs as beneficial owners, CREST members holding CDIs as
legal owners and acting upon instructions from the beneficial owners as well as
the beneficial owners of CDIs are entitled to attend the Annual General Meeting
of Shareholders and to cast their votes as proxies of CREST International
Nominees Ltd.
CREST members entered directly in the CREST register up to and including 27
April 2009 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 6 May 2009 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 27 April
2009.
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 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 11 May 2009, 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.
END
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