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GHL Certificate of Resolution Shareholder Approval of Issue of Shares IFC and IFC African,Latin American and Caribbean Fund

 

Guardian Holdings Limited has advised that at a Special Shareholder Meeting held on September 1, 2010, shareholders approved the following resolutions:

the Shareholders do and hereby approve the issue by the Company of up to TWENTY NINE MILLION SIX HUNDRED AND NINETY FIVE THOUSAND

THREE HUNDRED AND THIRTEEN (29,695,313) new ordinary shares of no par value of the Company to IFC and the Fund in the following proportions:

(i) as to up to 22,271,485 shares to the IFC and

(ii) as to up to 7,423,828 shares to the Fund at an issue price of

a) TT$16.00 per share and an aggregate purchase price of up to US$75,000,000 if such issue is completed prior to September 7, 2010 (“the Record

Date“) which is the date fixed by the Company as the Record Date for payment of an interim dividend based on its results for the half year ended June 30,

2010; OR

b) TT$15.83 per share and an aggregate purchase price of up to TT$470,076,804.79 if such issue is completed after the Record Date.

subject to and in accordance with the provisions of the Subscription Agreement upon the subscription by IFC and the Fund for such shares pursuant to the

Subscription Agreement