European Islamic Investment BankPLC General Meeting (5978U)

TIDMEIIB

RNS Number : 5978U

European Islamic Investment BankPLC

03 December 2013

European Islamic Investment Bank plc

('EIIB' or 'the Company')

General Meeting

Pursuant to a requisition delivered by shareholders Esterad Investment Company and Al Bassam Investment Company, the Board of the Company has circulated to the Company's shareholders a notice to convene a general meeting on 31 December 2013.

The proposed resolutions (as contained in the requisition delivered by Esterad Investment Company and Al Bassam Investment Company) and a summary of the Board's voting recommendation are set out below.

The time of the meeting has been determined by combination of the date on which the requisition was received, the fact that resolutions 1 to 6 below require special notice, and logistical considerations.

The Board expresses its regret that the Company's shareholders may be put to inconvenience to attend the general meeting and that the Company has incurred costs in convening the general meeting.

 
 Date:    31 December 2013 
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 Time:    12 noon 
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 Venue:   The offices of DWF LLP, Capital 
           House, 85 King William Street, 
           London, EC4N 7BL. 
 

Proposed Ordinary Resolutions:

   1.   THAT Mr Michael Toxvaerd be removed from office as a director of the Company immediately. 
   2.   THAT Mr Mohammed Al Sarhan be removed from office as a director of the Company immediately. 
   3.   THAT Mr Abdulla Saif be appointed as a director of the Company immediately. 
   4.   THAT Mr Omar El-Abd be appointed as a director of the Company immediately. 
   5.   THAT Mr Stefan Allesch-Taylor be appointed as a director of the Company immediately. 
   6.   THAT Mr Frederick Stonehouse be appointed as a director of the Company immediately. 

Proposed Special Resolution:

To generally and unconditionally authorise the Company to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006 of the Company's ordinary shares of 1p each ("Ordinary Shares") provided that (i) the maximum number of Ordinary Shares purchased is limited to an aggregate number of shares as represents approximately 10% of the Company's issued ordinary capital as at the date of the notice of general meeting of the Company required to be called by this requisition notice; (ii) the minimum price, exclusive of any expenses, paid for each Ordinary Share is an amount equal to the higher of (A) 105% of the average middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the date on which such Ordinary Share is contracted to be purchased and (B) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003; (iv) the authority granted by such resolution shall expire on the conclusion of the Company's next Annual General Meeting, unless the authority is revoked or renewed on or prior to such date; (v) any Ordinary Shares purchased shall be cancelled and not held as treasury shares; and (vi) the Company may make a contract to purchase Ordinary Shares under the authority before the expiry of this authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of Ordinary Shares in pursuance of any such contract.

Board's Recommendation:

The Board is of the view that the Proposed Ordinary Resolutions are not in the best interests of the Company and its shareholders as a whole, and that the Proposed Special Resolution as drafted is not in the best interests of the Company and its shareholders as a whole, and the Board is therefore recommending that shareholders vote AGAINST all of the resolutions at the general meeting.

Enquiries:

 
 EIIB plc                      Tel: [phone] 
----------------------------  ----------------------------- 
 Zulfi Caar Hydari, CEO 
----------------------------  ----------------------------- 
 Westhouse Securities            Tel: [phone] 
------------------------------  --------------------------- 
 Antonio Bossi 
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This information is provided by RNS

The company news service from the London Stock Exchange

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