OIH OGM Summaries

Orascom Investment Holding S.A.E

16 May 2023

 

Orascom Investment Holding S.A.E.

Summary of the Ordinary General Assembly Meeting Resolutions

Convened on Monday the 15 of May 2023 at 02:30 pm

Via Video Call link: https://zoom.us/j/85618138825

On Monday, 15^th of May 2023 at 02:30 pm, the Company's Ordinary General Assembly (the "OGM") convened, by conference call in light of the Prime Minister's Decree No. 606 for 2020, via Zoom, on the following link (https://zoom.us/j/85618138825), under the Chairmanship of Eng. Naguib Onsi Sawiris, Executive Chairman, upon the invitation addressed to the Shareholders, the Egyptian Financial Regulatory Authority, the General Authority for Investment and Free Zones, the Auditor and the Company's Board Of Directors,  published in El-Mal and El-Borsa Newspapers on 12/4/2023 and 19/4/2021, and the notification of change of meeting and link date published on 30/4/2023. The meeting was attended the following Board of Directors:

1.   Eng. Naguib Onsi Sawiris, Executive Chairman;

2.   Eng.  Akil Hamed Beshir - Non-Executive Board Member (Independent);

3.   Eng. Iskandar Shalaby Naguib - Non-Executive Board Member;

4.   Mr. Hassan Abdo - Non-Executive Board Member;

5.   Mr. Oussama Daniel Faltas - Executive Board Member;

6.   Mr. Mohamed Hamdan Ashmawy; Non-Executive Board Member (Independent); and

7.   Mrs. Wafaa Shokry Zaklama - Non-Executive Board Member;

The meeting was also attended by Mr. Mohamed Hassan Youssef, partner in KPMG Hazem Hassan and partners, the Company's auditor.

The General Assembly unanimously approved the appointment of:

-     Mr. Ibrahim Ali, as meeting secretary; and

-     Mr.  Haythem Elsayed Mohamed and Mr. Omar Khalid Rakha, as vote scrutineers.

At the beginning of the meeting, the Auditor reviewed the invitation's procedures and confirmed its validity. He supervised the vote scrutineers and reviewed the proxies. The total numbers of shares frozen and represented in the meeting is [3,163,051,859] shares representing 60,30% of the Company's total share capital, which is a total number of 5,245,690,620 shares, thus the legal quorum for the meeting is satisfied and the Chairman announced its validity accordingly.

The General Assembly resolved the following:

1.   To ratify the Board of Directors' Report on the Company's activities during the fiscal year ending on 31/12/2022.

2.   To approve to ratify the Auditor's Report on the Company's activities during the fiscal year ending on 31/12/2022.

3.   To ratify the financial statements and the profit and loss accounts for the fiscal year ending on 31/12/2022 and to differ all profits.

4.   To approve the Corporate Governance Report for the fiscal year ending on 31/12/2022.

5.   To ratify the Board of Directors' resolutions during the fiscal year ending on 31/12/2022 and to discharge the Chairman and all members of the Board for their work during the fiscal year ending on 31/12/2022.

6.   To ratify the changes in the structure of the Board of Directors during 2022 and until the AGM date and the Shareholders elected and appoint the following Board for (3) years:

1.   Eng. Naguib Onsi Sawiris: Board Member;

2.   Mr. Marwan Hussein Mohamed, OTMT Acquisition S.à r.l representative, Board Member;

3.   Eng. Akil Hamed Beshir, Non-Executive Expert Board Member;

4.   Mr. Hassan Mostafa Abdo, OTMT Acquisition S.à r.l  representative, non-executive Board Member;

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

6.   Mrs. Wafaa Shoukry Zaklama, Board Member;

7.   Mrs. Manal Abdel Hamid, Board Member; and

8.   Mr. Mohamed Hamdan Ashmawy; Non-Executive Independent Board Member.

7.   To approve the proposed remuneration and allowances of the Chairman, the Board Members, the Audit Committee and Investment Committee Members.

8.   To appoint Mr. Mohamed Hassan Youssef from Hazem Hassan and Partners (KPMG), as the Company's auditor for the fiscal year ending on 31/12/2023 and determine his annual fees for an amount of EGP 480,000 (Four Hundred and Eighty thousand Egyptian pounds) as his annual professional fees.

9.   To authorize the Board to conclude loan and mortgage contracts, and issuing guarantees to lenders of the Company and its subsidiaries in which the Company holds a majority stake, as well as delegating the Board of Directors to conclude related party agreements with its affiliate, which the Company has a controlling stake in.

10. To approve the donation made by the Company during the fiscal year 2022 and authorize the

Board to donate an amount up to EGP 3 million for the financial year 2023.

  Head of Investors Relations

Malak El-Meteini

 

END