Notice of AGM
28 4월 2010 - 3:15PM
UK Regulatory
TIDMICB
ICB Financial Group Holdings AG
(Incorporated in Switzerland)
28 April 2010
Agenda and Notice of AGM
To The Shareholders of
ICB FINANCIAL GROUP HOLDINGS AG
INVITATION TO THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
Wednesday, 19 May 2010 at 2.00 p.m.
(door opens at 1.45 p.m.)
Roosstrasse 3, CH-8832 Wollerau, Switzerland
(in the premises of Notariat Hofe)
AGENDA
1. Proposed Amendments to the Articles of Association of the Company
Motions proposed by the Board of Directors
The Board of Directors proposes to partially revise the Articles of Association
referring to the Intermediary-Held Securities Act (which came into effect 1
January 2010) and the consideration that the present Article 5 of Association
did no longer fulfill the legal clauses as well as the needs of the Company.
The Board of Directors proposes the implementation of the new Intermediary-Held
Securities Act by means of the following amendments of Article 5:
Previous Article 5
Share Certificates, Deferred Printing of Shares
The Company may issue certificates representing any number of shares.
The Company may forego the printing and delivery of registered shares and may
cancel without replacement already printed shares. Registered shares already
issued can only be cancelled when they are returned to the Company and the
shareholder agrees to the cancellation. The shareholder may request at any
time, without cost, the printing and delivery of his registered shares. The
Company may for its part at any time print share certificates for hitherto
undocumented shares.
Registered shares not physically represented by certificates and the rights
arising therefrom can
1) only be transferred by means of assignment, such assignment being valid only
if notice is given to the Company;
2) only be transferred in co-operation with the bank administering the shares
for the shareholder. They may only be pledged in favour of this bank, by means
of a written pledge agreement, of which the Company need not be notified.
Prospective Article 5
Form of Shares
Subject to paragraph 2, the shares of the Company are issued as uncertificated
securities (in terms of the Swiss Code of Obligations) and as book-entry
securities (in terms of the Intermediary-Held Securities Act). They can only be
transferred or pledged in accordance with the provisions set out in the
Intermediary-Held Securities Act.
The shareholder has no entitlement to the printing and delivery of
certificates. Provided that the shareholder is registered in the share
register, the shareholder may request from the Company a statement of his or
her registered shares at any time. In contrast, the Company may print and
deliver share certificates for registered shares (single certificates,
certificates representing multiples of shares or global certificates) at any
time. It may withdraw registered shares issued as intermediary-held securities
from the respective custodian system. With the consent of the shareholder, the
Company may cancel issued certificates that are returned to the Company.
2. Approval of the annual report, the annual financial statements and the
consolidated financial statements for 2009 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 2009 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 2009 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 (2,058,680)
Retained earnings brought forward from 102,411,588
the previous year
Available income 100,352,908
Allocation to general legal reserve 0
Retained earnings carried forward 100,352,908
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, Dr Kenneth Kwami Kwaku 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.
ii. Election of additional Director
The Board of Directors proposes that Mr. Zakaria Bin Abd Hamid be 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 and Mr. Lim Teong Liat, whose terms as members of the
Board of Directors expire at the 2010 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 and
member of the Audit and Risk Management Committee since 2009. 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. Lim Teong Liat has been a member of the Board of Directors since 2007.
Mr. Lim is 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.
ii. Election of additional Director
Mr. Zakaria Bin Abd Hamid, aged 57, a Malaysian with over with over 34 years of
extensive experience in banking, corporate finance and advisory services. He
has held senior positions in various organizations including Maybank Berhad,
Bumiputra Merchant Bankers Bhd, Technology Resources Industries Bhd, Malaysia
Helicopters Services Bhd, Natwide Group of Companies and KYM Holdings Bhd. He
sits on the Boards of Alliance Investment Bank Berhad, Alliance Bank Malaysia
Berhad and Alliance Islamic Bank Berhad as an Independent Non-Executive
Director. He is also an Independent Non-Executive Director of ICB Islamic Bank
Ltd, Bangladesh.
The Board has determined Mr. Zakaria Bin Abdul Hamid to be independent under
the Company's independence standards.
6. Election of BDO AG, Zurich as statutory auditors
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, 28 April 2010 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 3 May
2010 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 3 May 2010 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 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
and to cast their votes as proxies of CREST International Nominees Ltd.
CREST members entered directly in the CREST register up to and including 3 May
2010 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 14 May 2010 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 5 May 2010.
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 19 May 2010, 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
Icb Fin (LSE:ICB)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Icb Fin (LSE:ICB)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
