OIH OGM Invitation

Orascom Investment Holding S.A.E

30 April 2024

 

Invitation

To attend the Ordinary General Assembly Meeting of

Orascom Investment Holding S.A.E

To convene on Sunday, 26/5/2024

In light of the Ministerial Decree no. 606 of 2020, and after reviewing the circular issued by the Financial Regulator Authority, and the Decree issued by the General Authority for Investment and Free Zones no. 160 of 2020 regarding the virtual attendance of the general assemblies, the Chairman of the Board of Directors of Orascom Investment Holding SAE (the "Company") has the honor to invite the shareholders, the board members, the Financial Regulatory Authority, the General Authority for Investment and Free Zones and the Company's Auditor to attend the Ordinary General Assembly Meeting ("OGM") that will convene on Sundy, 26/5/2024, at 02:30 PM, via conference call, through the following link: (http://zoom.us/j/81219596048?)

To discuss the following agenda:

1.      Ratification of the Board of Directors' report on the Company's activities during the fiscal year ending on 31/12/2023;

2.      Ratification of the Auditor's report on the Company's activities for the fiscal year ending on 31/12/2023;

3.      Ratification of the financial statements and the distribution of the dividends for the fiscal year ending on 31/12/2023;

4.      Ratification of the Corporate Governance Report for the fiscal year ending on 31/12/2023;

5.      Ratify the Board of Directors resolutions during the fiscal year ending on 31/12/2023;

6.      Discharge the Chairman and Members of the Board of Directors for their duties during the fiscal year ending on 31/12/2023;

7.      Determining the remuneration, attendance and transportation allowances of the Board Members for the year 2024;

8.      Approve the appointment of the Company's Auditor for the fiscal year ended 31/12/2024 and determine his fees;

9.      Authorize the Board to enter into loans, mortgages, pledges and issue guarantees and warranties to lenders and co-contracting parties for the Company and the subsidiaries under its control as well as delegating the Board to enter into related party agreements with the Company's subsidiaries; and

10.    Approve the donations made during the fiscal year ending on 31/12/2023 and authorize the Board to donate during the fiscal year ending on 31/12/2024.

We would like to highlight the following to the shareholders of the Company:

1.     The shareholders who wish to attend OGM are kindly requested to send the following documents to: ([e-mail]):

-     A certified account statement issued by one of the custodians' banks, evidencing the freezing of the shares outlined in the account statement for the purpose of attending the OGM. The shareholder shall provide the Company with the aforementioned statement by at least 3 days before the date of OGM. Each shareholder has the right to attend the meeting in person or on behalf of another shareholder who is not a member of the Board of Directors, and the delegation in that case shall only be valid if made in writing by virtue of a proxy or a Power of Attorney.

-     National ID or passport to prove the identity of the shareholder.

The Company will respond to the shareholders in the same way as soon as all the documents above are reviewed and verified and shall send to the shareholder the meeting password that will enable him to join the meeting via conference call, as well as the voting card to vote on it.

2.     A shareholder must fill out the voting card sent to him with his personal data, the number of shares, the capacity of attendance, his vote on the resolutions presented to the assembly and his signature on them, and he must resend it to the above-mentioned e-mail before the date of the OGM.

3.     A shareholder who voted before the assembly was held may change his vote while attending the meeting on the meeting day.

4.     The shareholder voting remotely do not have the right give proxy to vote, as the voting must be done remotely by the owner shareholder, in accordance with the decision of the Board of Directors of the Financial Supervisory Authority No. (150) of 2022.

5.     Any questions related to the topics presented to the ordinary general assembly must be delivered in return of a receipt to the Company's financial department or to the above-mentioned e-mail, at least five days before the meeting.

6.     The meeting of the OGM shall not be valid unless if attended by shareholders representing at least one quarter of the shares of the Company's capital. In the event the quorum is not met, the second meeting will be held on Sunday, 2/6/2024 at 02:00 PM in the afternoon at the Company's headquarters via conference call through the following link (http://zoom.us/j/88608322643?). The second meeting shall be deemed valid regardless of the number of shares represented in the meeting.

7.     Resolutions of the Ordinary General Assembly shall be issued by an absolute majority of the shares represented in the meeting.

8.     The Ordinary General Assembly may not deliberate on matters other than those listed on the agenda.

                                                                                                                Chairman

                                                                                                                 Naguib Sawiris

 

END