Notice of AGM

 
TIDMICB 
 
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 
 
                       Friday, 20 May 2011 at 2.00 p.m. 
                           (door opens at 1.45 p.m.) 
             Schulhausstrasse 1, CH-8834 Schindellegi, Switzerland 
 
 
                                    AGENDA 
 
1. Approval of the annual report, the annual financial statements and the 
consolidated financial statements for 2010 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 2010 be approved. 
 
 
2. 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 2010 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. 
 
 
3. 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                                       (2,864,058) 
 
Retained earnings brought forward from           100,352,908 
the previous year 
 
Available income                                  97,488,850 
 
Allocation to general legal reserve                        0 
 
Retained earnings carried forward                 97,488,850 
 
 
 
4. 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, 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 2011 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. 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. 
 
 f. 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. 
 
 
5. 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. 
 
 
6. Electronic communication to shareholders of annual reports and accounts 
 
A. Motion proposed by the Board of Directors 
 
The Board of Directors proposes that the use of electronic communication to 
shareholders to receive the annual reports and accounts as provided in the 
Guidance Notes to AIM Rules 18 and 19 be approved. 
 
B. Explanations by the Board of Directors 
 
The Guidance Notes to AIM Rules 18 and 19 state that an AIM company is able to 
satisfy the requirement in AIM Rule 19 to send accounts to shareholders by 
sending such accounts by electronic communication to shareholders, provided 
that the following requirements have been satisfied: 
 
(i) a decision to use electronic communication to shareholders has been 
approved by shareholders in a general meeting of the AIM company. 
 
(ii) appropriate identification arrangements have been put in place so that the 
shareholders are effectively informed; and 
 
(iii) shareholders individually: 
 
  * have been contacted in writing to request their consent to receive accounts 
    by means of electronic communication and if they do not object within 28 
    days, their consent can be considered to have been given; 
 
  * are able to request at any time in the future that accounts be communicated 
    to them in writing; and 
 
  * are contacted alerting them to the publication of accounts on an AIM 
    company's website. 
 
Electronic communication is defined in the AIM Rules as any communication sent 
by e-mail or made available on an AIM's company's website pursuant to AIM Rule 
26. 
 
Schindellegi, 20 April 2011 
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 17 
May 2011 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 18 May 2011 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 17 
May 2011 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 17 May 2011 at the latest to the Share register of ICB Financial 
Group Holdings AG, c/o ShareCommService AG, Europastrasse 29, CH-8152 
Glattbrugg, fax: [phone]. 
 
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 12 May 2011. 
 
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:[phone]; fax:[phone]). 
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: [phone], regarding the number of shares they 
represent as soon as possible, but no later than 20 May 2011, 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