Board's Decision 13/06/2012

18-Jun-2012

Memo of the Issuance Department dated June 7.2012 concerning the request of Societe Generale De Banque (Jordan) to cover unsubscribed capital increase in shares.
The Board of Commissioners reviewed the Memo of the Issuance Department dated June 7.2012, the Letter of Societe Generale De Banque (Jordan) No. GMOF/55/2012 on May 30.2012, the Letter of the Central Bank of Jordan No. 10/1/6243 on June 4.2012 & the Letter of the Banque Du Liban (Central Bank of Lebanon) No. 382/M.M/17 of June 2.2012 concerning the request of Societe Generale De Banque (Jordan) of the following:
First: Approve to cover capital increase in shares of (50) million shares via:

• Capitalizing JD (3.567.345) million of returned earnings & distributing them to shareholders as free shares; each shareholder according to his contribution in the capital at a price of JD (1) per share.
• Allocating (46.432.655) million shares to the following shareholders at a price of Files (0.87) per share at an issuance discount of Files (0.13) per share or (90%) of the Banks’ share closure price of which is higher on the date of the Boards’ approval & in conformity with relevant laws, regulations & instructions:

Name of Shareholder Allocation of Coverd Increase/Share
Societe Generale De Banque (Lebanon) 41.926.473
Ahmad Ibrahim Khalil Manko 1.189.343
Al-Hanan for Investments Company 2.909.026
Dorothy Doris Margareta Ericsson 301.165
Zahi Nasha’at Taher Al-Masri 76.295
Rabab Ibrahim Khalil Manko 30.353
Total JD (46.432.655) million shares

Second: Grant the Bank an extension to June 30.2012 to fulfill covering of unsubscribed shares procedures of (50) million shares.
The Board decided the following:

1. To capitalize JD (3.567.345) million from returned earnings & distribute them to shareholders as free shares; each shareholder according to his contribution in the capital at a price of JD (1) per share.
2. To cover (46.432.655) million shares via non public offer, to the following shareholders at the share nominal value of JD (1) & an issuance discount of Files (0.13) per share or (90%) of the Banks’ share closure price of which is higher by the end of the (15) day of the Boards’ approval date to distribute (3.567.345) million shares as free shares:

Name of Shareholder Allocation of Coverd Increase/Share
Societe Generale De Banque (Lebanon) 41.926.473
Ahmad Ibrahim Khalil Manko 1.189.343
Al-Hanan for Investments Company 2.909.026
Dorothy Doris Margareta Ericsson 301.165
Zahi Nasha’at Taher Al-Masri 76.295
Rabab Ibrahim Khalil Manko 30.353
Total JD (46.432.655) million shares
3. The Board of Commissioners decided also to grant the Bank period of (30) days to fulfill covering of unsubscribed shares procedures of (50) million shares, commencing from notifying the Bank of the Boards’ decision to cover unsubscribed shares. The following terms must be fulfilled:
• It is prohibited to deal in capital increase in shares of (46.432.655) allocated to the above stated shareholders for one year starting from the date of fulfilling issuance procedures at (JSC).
• If any of the above stated shareholders does not wish to cover all or part of his allotted shares, the remaining unpaid ones will be unsubscribed shares, subject to (JSC) approval to be covered.