OIH OGM Summary

Orascom Investment Holding S.A.E

28 May 2024

 

Orascom Investment Holding S.A.E.

Summary of the Ordinary General Assembly Meeting Resolutions

Convened on Monday the 26 of May 2024 at 02:30 pm

Via Video Call link: http://zoom.us/j/81219596048?

On Sunday, 26^th of May 2024 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 (http://zoom.us/j/81219596048?), under the Chairmanship of Mr. Marwan Mohamed Hussein, on behalf of Eng. Naguib Onsi Sawiris, Executive Chairman, and 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 30/04/2024 and 07/05/2024, and the notices of change, the first one regarding the meeting time of the OGM to be at 2:30 instead of 2:00 and published in the same two newspapers on 1/5/2024, and the second one regarding the amendment of the fifth clause and published in the same two newspapers on 13/5/2024 . The meeting was attended the following Board of Directors:

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

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

3.   Mr. Ashraf Abdel Tawab Salman, Non-Executive Expert Board member.

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

5.   Mrs. Wafaa Shoukry Zaklama, Non-Executive Board Member; and

6.   Mrs. Manal Talaat Abdel Hamid; 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. Oussama Daniel Nassif, as meeting secretary; and

-     Mr.  Ibrahim Aly Ibrahim, and Mr. Haythem El Sayed Mohamed, 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 2,830,506,853 shares representing 53,95% 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 31/12/2023.

2.   To ratify the Auditor's Report on the Company's activities during the fiscal year ending on 31/12/2023.

3.   To ratify the financial statements and the profit and losses accounts for the fiscal year ending on 31/12/2023 and to differ all profits.

4.   To ratify the Corporate Governance Report for the fiscal year ending on 31/12/2023.

5.   To ratify the Board of Directors' resolutions during the fiscal year ending on 31/12/2023 and the Board resolution issued on 24/04/2024, appointing (2) independent board members.

6.   To approve to discharge the Chairman and all members of the Board for their liabilities during the fiscal year ending on 31/12/2023.

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

8.   To approve to appoint Mr. Mohamed Hassan Youssef from Hazem Hassan and Partners (KPMG), as the Company's auditor for the fiscal year 2024 and determine his annual fees for an amount of EGP 1,300,000 as his annual professional fees.

9.   To approve to authorize the Board to conclude loan and mortgage contracts, as well as issuing guarantees to lenders of the Company and its subsidiaries in which the Company holds a majority stake and to authorize the Board to enter into related parties agreement with the subsidiaries in which the Company holds a majority stake.

10. To approve the donation made by the Company during the fiscal year 2023 and authorize the Board to donate an amount up to (3) million Egyptian pounds for the financial year 2024.

Head of Investors Relations

Malak El-Meteini

 

END