OIH Board Summary

Orascom Investment Holding S.A.E

19 November 2024

 

Orascom Investment Holding S.A.E.

Established pursuant to the provisions of Law 95/1992

Head Office: Nile City Towers, South Tower,

2005 A corniche El Nile, Ramlet Beaulac, 11221, Cairo, Egypt

Commercial register number: 394061 Cairo

Summary of Board of Directors' Resolutions

18 November 2024

On November 18, 2024, upon the invitation of the Chairman, Eng. Naguib Onsi Sawiris, the following resolutions were taken by the members of the Board, as per the Company's AoA:

-     Mr. Marwan Hussein Mohamed, OTMT Acquisition S.à r.l representative, Managing Director;

-     Eng. Akil Hamed Beshir, Non-Executive Expert Board Member, and by proxy from Mrs. Wafaa Zaklama, Board Member;

-     Mr. Hassan Mostafa Abdo, OTMT Acquisition S.à r.l representative, Non-Executive Board Member;

-     Mr. Ashraf Abdel Tawab Salman, Non-Executive Expert Board Member;

-     Mr. Mohamed Hamdan Ashmawy, Non-Executive Expert Board Member (independent);

-     Mrs. Manal Abdel Hamid; Executive Board Member;

-     Dr. Ahmed Mahmoud Darwish, Non-Executive Expert Board Member (independent); and

-     Dr. Khaled Ezz El Din Ismail, Non-Executive Expert Board Member (independent).

Mr. Oussama Daniel Nassif was appointed Secretary of the Board.

The Resolutions:

1.    To ratify the Audit Committee's report on the standalone financial statements for the period ending on 30/09/2024.

2.    To approve the Board report on the Company's activity for the period ending on 30/09/2024.

3.    To ratify the Auditor's report on the standalone financial statements for the period ending on 30/09/2024.

4.    To approve the standalone financial statements for the fiscal period ending on 30/09/2024, prepared in accordance with the EAS.

5.    To approve by the non-executive expert directors and independent directors in principle the Acquisition of MEI, after following the required legal and regulatory procedures in this regard.

6.    To approve by the non-executive expert directors and independent directors the appointment of independent financial advisor, in accordance with Art. 44 of EGX Listing and Delisting Rules, to provide EGX with the fair market value of the target companies' shares/quotas and to delegate Eng. Akil Hamed Beshir expert board member, to appoint the independent financial advisor

7.    To approve by the non-executive expert directors and independent directors the appointment of legal advisor, to prepare due diligence report on the target companies, and delegated Eng. Akil Hamed Beshir Hussain Mohamed, the expert Board Member, to appoint the legal advisor.

8.    To approve by the non-executive expert directors and independent directors the delegation of Eng. Akil Hamed Beshir, to negotiate the acquisition conditions and the appropriate structure to conclude the transaction, and to submit the same to the Board of Directors before executing the acquisition, after following the procedures stipulates in Art. 44 of EGX Listing and Delisting Rules.

Head of Investors Relations

        Malak El-Meteini

 

END