The issuer advises that the following replaces the Espírito Santo Financial Group Notice of EGM announcement released at 07:00 BST today.
The time of the Extraordinary General Meeting of Shareholders has been changed to 10 o'clock.
All other details remain unchanged.
The full corrected version is shown below.
Registered Office: 21/25 Allée Scheffer, L- 2520 Luxembourg
Issued Capital: EUR 207 075 338
R.C.S. Luxembourg B 22.232
NOTICE TO SHAREHOLDERS
The extraordinary general meeting of shareholders of Espírito Santo Financial Group S.A. (the "Company") held on 3 May 2012 with the same agenda as below was not quorate so that the shareholders could not validly deliberate on the items of such agenda. Consequently the meeting is hereby re-convened, in accordance with article 3(1) of the Shareholders' Rights Law (as defined below), with the same agenda.
We hereby give you notice of an Extraordinary General Meeting of Shareholders of the Company that will be held on 31 May 2012 at 10 o'clock (local time) at the Company's registered office 21/25, Allée Scheffer, L-2520 Luxembourg, at which the following Agenda will be considered :
1. To acknowledge a report from the Board of Directors on the proposal to renew the authorisations of the Board of Directors to increase the subscribed capital within the limits of the authorised capital and to limit or cancel the preferential subscription right of existing shareholders.
2. To renew, for another period of five years, the authorisation of the Board of Directors to increase the subscribed capital in one or several tranches within the limits of the authorised capital (including such issue premium as it may set forth) and the authorisation of the Board of Directors to limit or cancel in full or partially the preferential subscription right of existing shareholders.
3. To fully restate, without amendment to the corporate object, the Articles of Association of the Company with subsequent renumbering of the articles of association in order to reflect certain statutory changes resulting from the Luxembourg law of 24 May 2011 regarding the exercise of certain rights by shareholders at general meetings of listed companies (the "Shareholders' Rights Law"), and other recent statutory provisions, all as proposed in the draft restated Articles of Association, as tabled to the meeting and as posted on the Company's website.
Quorum and Majority Requirements
As the quorum was not reached at the first meeting a second meeting is hereby convened at which no quorum requirement shall apply.
Resolutions shall be adopted by a majority of two thirds of the votes cast by the shareholders of the Company present or represented at the Extraordinary General Meeting.
Voting Rights and Record Date
The rights of a shareholder to attend and speak at the general meeting to vote in respect of its shares shall be determined with respect to the shares held by the shareholder on 17 May 2012at twelve midnight (12:00 a.m.) Luxembourg time (the "Record Date"). Only those who are shareholders of the Company on that Record Date shall have the right to participate and vote at the general meeting. Shareholders shall provide satisfactory evidence to the Company as to the number of shares held by them at the Record Date.
Declaration of Intention to Participate in the Meeting
Shareholders of the Company shall notify the Company of their intention to participate in the Meeting by a declaration in writing to be submitted by post or by electronic means to SG Group, Luxembourg, in its capacity as duly mandated agent of the Company, at the address indicated below at the latest on Record Date. A copy of this declaration should be sent to the Company with supporting documents to evidence title of the shares of the Company.
Voting by Proxy or Ballot Paper
Shareholders of the Company need not be present at the Meeting in person.
In accordance with the Luxembourg law of 24 May 2011 on the exercise of certain rights by shareholders at general meetings of listed companies, a shareholder at the Record Date may act at the Meeting by appointing another person, who needs not to be a shareholder of the Company, subject to the production of the original of the executed proxy to the Meeting. The proxy holder shall enjoy the same rights to speak and ask questions in the general meeting as those to which the shareholder of the Company thus represented would be entitled. Each shareholder shall only be represented by one proxy holder for a given general meeting of shareholders, except if a shareholder has shares of the Company held in more than one securities account, in which case he may appoint one proxy holder per securities account for the same general meeting of shareholders; a shareholder of the Company acting professionally for the account of other natural or legal persons may appoint each of these natural or legal persons or third parties appointed by them.
A person acting as a proxy may hold a proxy from more than one shareholder without limitation as to the number of shareholders of the Company so represented. Where a proxy holder holds proxies from several shareholders of the Company, he may cast votes for a certain shareholder differently from votes cast for another shareholder.
Shareholders of the Company shall appoint a proxy in writing. Such appointment shall be notified by the shareholders to the Company in writing by post or electronic means at the address of the Company indicated below, and received by the Company by no later than 5:00 p.m. on 25 May 2012.
Each share is indivisible as far as the Company is concerned. The co-proprietors, the usufructuaries and bare-owners of shares, the creditors and debtors of pledged shares must appoint one sole person to represent them at any general meeting of shareholders.
Shareholders of the Company acknowledge that by sending their proxy forms with their voting instructions or their ballot paper ("formulaire") they will be deemed to consent to having the relevant Intermediary, including but not limited to Euroclear and Clearstream, provide all details concerning their identity to SG Group, Luxembourg, and to the Company.
Alternatively, in accordance with the articles of association and the Shareholders' Rights Law, a shareholder may cast his vote by a ballot paper ("formulaire") expressed in the English language. Any ballot paper ("formulaire") shall be delivered by hand with acknowledgment of receipt, by registered post, by special courier service using an internationally recognised courier company, by email or by fax to the Company, and received by the Company by no later than 5:00 p.m. Luxembourg time on25 May 2012.
Any ballot paper ("formulaire") which does not bear the mentions or indications required by the articles of association is to be considered void and shall be disregarded for quorum purposes. In case a proposed resolution is amended by the general meeting of shareholders, the votes expressed on such proposed resolution pursuant to the ballot papers ("formulaires") received shall be void.
Shareholders of the Company who are not personally registered in the Company's share register may also vote by proxy or by ballot paper ("formulaire"). To such effect, they must instruct the commercial bank, broker, dealer, custodian, trust company, account holder, professional securities depositary, financial institution or other qualified intermediary through which they hold their shares (hereinafter "the Intermediary") who handles the management of the Company shares by using the proxy form or the ballot paper ("formulaire") (see hereafter).
Intermediaries shall ensure that the signed and dated original proxy forms with voting instructions or the signed and dated ballot paper form ("formulaires") are deposited in writing, post or electronic means at the address of SG Group, Luxembourg, in its capacity as duly mandated agent of the Company to such effect, with a copy to the Company, by no later than 5:00 p.m. on 25 May 2012.
Beneficial owners of shares held through an Intermediary are urged to confirm the deadline for receipt of their proxy forms with vote instructions by such Intermediary to ensure their onward delivery to SG Group, Luxembourg, in its capacity as duly mandated agent of the Company, by the relevant date.
Relevant proxy forms and ballot paper forms ("formulaires") may be obtained, free of charge, at the registered office of the Company, on the Company's website www.esfg.com (the "Website") or at SG Group, Luxembourg.
Documentation for the Meeting
The Report of the Board of Directors on the Agenda of the Meeting and the supporting documents for the EGM are deposited and available to the public at the Company's registered office, at SG Group in Luxembourg and will be posted on the Company's website. The information available on the Company's website will in particular include the convening notice, the total number of shares and voting rights at the date of the convening notice, the draft resolutions, the documents to be submitted to the Meeting, the proxy form and the ballot paper forms ("formulaires").
Shareholders of the Company may, upon request, obtain a copy of the full unabridged text of the documents to be submitted to the meeting of shareholders and draft resolutions proposed to be adopted by the meeting by electronic means at the address of the Company below, at the registered office of the Company or at SG Group in Luxembourg.
Right to Put Items on the Agenda and to Table Draft Resolutions
In accordance with the Shareholders' Rights Law, shareholders holding individually or collectively at least (5%) of the share capital of the Company:
(a) have the right to put items on the Agenda of the meeting: and
(b) have the right to table draft resolutions for items included or to be included on the Agenda of the meeting.
Those rights shall be exercised upon request of the shareholders in writing, submitted to the Company by post or electronic means at the address of the Company indicated below. The request shall be accompanied by a justification or a draft resolution to be adopted in the meeting and shall include the electronic or postal address at which the Company can acknowledge receipt of these requests. The requests from shareholders shall be received by the Company at the latest on 9 May 2012.
Right to Ask Questions
In accordance with the Shareholders' Rights Law, shareholders shall have the right to ask questions at the meeting related to the items on the agenda of the meeting. The Company shall answer the questions put to it by its shareholders. The right to ask questions and the obligation of the Company to answer are subject to the measures taken by the Company to ensure the identification of shareholders, the good order of general meetings and their preparation as well as the protection of confidentiality and business interests of the Company. The Company may provide one overall answer to questions having the same content. An answer shall be deemed to be given if the relevant information is available on the Company's website on a question and answer format and by the mere reference by the Company to its website.
The contact details of the Company and of the Mandated Agent of the Company are as follows :
Espírito Santo Financial Group S.A.
21/25, Allée Scheffer, L-2520 Luxembourg
Fax: +352 43-54-10, Email: email@example.com, Attention : Company Secretary
The Mandated Agent
231, Val des Bons-Malades, L-2121 Luxembourg-Kirchberg
Fax: +352 43-54-10, Email: firstname.lastname@example.org
In accordance with the Luxembourg law dated 11 January 2008 concerning the transparency obligations of security issues, any shareholder is obliged to notify the Company of the percentage of voting rights held by such shareholder where the percentage reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 33.1/3%, 50%, 66.2/3%, unless a notification for the same purpose has already been made. The aggregation of the aforementioned thresholds is to be made in accordance of Article 9 of such law.
The Board of DirectorsLuxembourg, 4 May 2012
The Espírito Santo Financial Group provides, through its subsidiaries, a global and diversified range of
financial services to its clients including Commercial banking, Insurance, Investment banking, Stockbrokerage and Asset management in Portugal and internationally. For additional information on Espírito
Santo Financial Group, its subsidiaries, operations and results, please visit the Company's website on