RNS Number : 7553F
Amer Group Holding Company S.A.E
30 October 2018
A Report Minute of Extraordinary General Meeting
For Amer Group Holding Company S.A.E
Held on 9/9/2018 AD
Upon the call up of MR Mansour Abdelmajeed, the head of board of directors and managing director to the shareholders and Mr. accounting auditor and administrative authorities, the extraordinary meeting of Amer Holding Group Company S.A.E, its issued capital EGP 1003099822, registered in the commercial registry under no 385910, Cairo Registry Office, located in Radison Blue Hotel, 121 Abdulhamid Badawy street, Shiraton, Cairo, was held at eight o'clock am, in Sunday corresponding to 9/9/2018 AD.
The president of the meeting was Mr. Mansour Abdelmajeed Amer in his capacity as the head of board of directors and managing director.
The following members of board of directors attended the meeting:
Mr. Mansour Abdelmajeed Amer the head of board of directors and managing director
Mr. Mohamed Salah Eldin Abdelhakim Amer delegated member of board of directors for real estate development matters.
Mr. Almansour Kamal Eldin Mohamed Aly expertise member of board of directors
Mr. Sherif Mohamed Alhelw expertise member of board of directors
Mr. Hany Anwar Tawfik expertise member of board of directors
Mr. Mohamed Abdelfatah Mohamed Abdelsalam non executive member of board of directors
Shareholders also attended the meeting according to the attached statement of attendants.
Mr. Ashraf Tawfik also attended on behalf of Mr. the accounts auditor of the company.
Mr. karim Ahmed Ali also attended as a representative of the Public Authority for Financial Supervision.
The representative of Misr for Central Clearing, Depository and Registry did not attend the meeting.
At the beginning of the meeting, Mr. the head of the meeting suggested to appoint the following:
- Mr. Mohamed Abdeljaber Abdelqader - the secretary of the meeting
- Mr. Abdulmohsen Mahmoud Mahmoud Mohamed - votes sorter
The ordinary general meeting unanimously approved such appointment.
Mr. the president of the meeting asked the accounts auditor to revise the attending ration of shareholders as it was stated that a number of 3167145535 shares and 670219 represented shares to form about 63.16 % of the total capital of the company meeting that reaches 5015499110 shares, attended the meeting.
As the head of board of directors notified him that he will answer inquires related to the agenda of the meeting and questions set by some shareholders. As he explained and answered inquires related to the agenda of the meeting according to the provisions of the law that are related to shares collection and licensed capital increment, and that it aims at providing the availability of shares trading to bigger funds and preferably that the collection of shares and licensed capital increment comes to amend articles 6, 7 of the main system of the company.
Therefore, the meeting started to discuss the agenda and made the following decisions as follows:
First Term
To consider the approval on amending the nominal value of shares through collection of 5 shares of capital to become one share only and to complete decimal places so the capital of the company becomes EGP 1003099822 distributed to 1003099822 shares, the value of each equals 100 Piasters.
Decision
The majority approval with ratio of 99.99965 %, while number of 1107550 shares opposed, on amending nominal value of the share through collecting number of 5 shares of the company's capital to become one share and to fulfill small numbers so the company's capital becomes EGP EGP 1003099822 distributed to 1003099822 each share equals 100 Piasters.
Second term
To consider the approval on increasing the licensed capital from EGP 1.500.0000 to become EGP 3000000000.
Decision
The majority approval with ratio of 99.99965 %, while number of 1107550 shares opposed, on increasing the licensed capital of the company from EGP 1.500.0000 to become EGP 3000000000.
Third term
To consider the approval on amending articles 6 & 7 of the main system of the company to reflect the amendment of the nominal value and licensed capital of the company.
Decision
The majority approval with ratio of 99.99965 %, while number of 1107550 shares opposed, the nominal value and licensed capital of the company as follows:
Article 6 - amendable
The licensed capital of the company was defined as EGP 1500000000 only Egyptian pounds one billion five hundred millions.
The issue capital of the company was defined as EGP 1003.99822 only Egyptian pounds one billion three million ninety nine thousand twenty two. Distributed to 5015499110 shares only five billion fifteen million four hundred ninety nine thousand one hundred ten shares.
Article 6 after amendment
The licensed capital of the company was defined as EGP 3000000000 only Egyptian pounds three billion.
The issue capital of the company was defined as EGP 1003.99822 only Egyptian pounds one billion three million ninety nine thousand twenty two. Distributed to 1003099822 shares only one billion three million ninety nine thousand eight hundred twenty two shares, THE VALUE OF EACH SHARE IS 100 Piasters.
Article 7 before amendment
The issued capital of the company consists of 5015499110 shares (only five billion fifteen million four hundred ninety nine thousand one hundred ten shares, the value of each share is twenty Piasters, while the issued capital of the company equals EGP 1003099822 (Egyptian pounds only one billion three million ninety nine thousand eight hundred twenty two).
Name
Number of shares
Nominal value
Currency
1 Mr. Mohamed Al-amin Rajab Ahmed Joma
340.440.937
68088187.4
EGP
2 Mr. mahmoud Hesham Mostafa Mahmoud Wahba
5.941
1188.2
EGP
3 Mr. Mohamed Sayed Mohamed Abdelraziq
2.475
495
EGP
4 Mr. Ali Mohamed Rashad Ali
5.941
1188.2
EGP
5 MR. Omar Mansour Abdulmajeed Amer
20.533
4106.6
EGP
6 Mrs/ Nada Mansour Abdulmajeed Amer
18.058
3611.6
EGP
7 Mr. Abdulmajeed Mansuour Abdulmajeed Amer
18.058
3611.6
EGP
8 Amer Wakf
564.247.058
112849411.6
EGP
9 SOL Global Holding Limited
1.764.713.671
352942734.2
EGP
10 Fineby Estate Limited
176.196.453
35239290.6
EGP
11 Lantess International Limited
520.307.287
104061457.4
EGP
12 Egyptian Wakf Limited
92.578.093
18515618.6
EGP
13 other shareholders
1.556.944.605
311388921
EGP
Total
5015499110
1003099822
EGP
The issued capital of the company was fully paid before increment upon the nomination in the commercial registry.
Article 7 after amendment
The issued capital of the company consists of 1003099822 shares only one billion three millions ninety nine thousand eight hundred twenty two shares, the value of each share is one hundred Qirsh, and the issued capital is EGP 1003099822 only Egyptian pounds one billion three million ninety nine thousand eight hundred twenty two.
The capital was subscribed as follows:
Name
Number of shares
Nominal value
Currency
1 Mr. Mohamed Al-amin Rajab Ahmed Joma
57.009.248
57.099.248
EGP
2 Mr. mahmoud Hesham Mostafa Mahmoud Wahba
1.188
1.188
EGP
3 Mr. Mohamed Sayed Mohamed Abdelraziq
495
495
EGP
4 Mr. Ali Mohamed Rashad Ali
1.188
1.188
EGP
5 MR. Omar Mansour Abdulmajeed Amer
4.107
4.107
EGP
6 Mrs/ Nada Mansour Abdulmajeed Amer
3.612
3.612
EGP
7 Mr. Abdulmajeed Mansuour Abdulmajeed Amer
3.612
3.612
EGP
8 Amer Wakf
105.713.877
105.713.877
EGP
9 SOL Global Holding Limited
352.942.734
352.942.734
EGP
10 Fineby Estate Limited
2.136.997
2.136.997
EGP
11 Lantess International Limited
80.641.737
80.641.737
EGP
12 Egyptian Wakf Limited
18.515.619
18.515.619
EGP
13 other shareholders
386.035.409
386.035.409
EGP
Total
1003099822
1003099822
EGP
The full capital was paid before increment by virtue of nomination in the commercial registry.
Fourth term
Considering the authorization of Mr. the head of board of directors or his representative to sign the amendment contract and insert any amendments required by the public authority for financial supervision and other competent authorities for the amendment contract related to amending the nominal value and the company's licensed capital.
Decision
The majority approval with ratio of 99.99965 %, while number of 1107550 shares opposed, on Considering the authorization of Mr. the head of board of directors or his representative to sign the amendment contract and insert any amendments required by the public authority for financial supervision and other competent authorities for the amendment contract related to amending the nominal value and the company's licensed capital.
Last decision
The meeting authorized Mr. Mohamed Abdeljaber Abdelqader, Nr. Abdulmohsen Mahmoud Mahmoud Mohamed, Mr. Tamir Saleh Hussien Abdulmajeed and Mr. Mohamed Mansour Soliman solely to take necessary procedures to certify the report minute of the extraordinary general meeting of the company for the Public Authority for Financial supervisions and amendment contract, in performing this, they have full powers such as receiving and delivering documents, signing on behalf of the company before all authorities to complete the procedures of certifying the minute report and amendment contract before the Real Estate Publication Office and nominate what is mentioned in the commercial registry and publication.
The meeting ended on these taken decisions after Mr. the president of the meeting thanked all attendants.
Amer Group Holding Company (Amer Group S.A.E)
Do hereby declare
All Shareholders
That the nominal value of each share from EGP 0.20 to become EGP 1, while the issued capital remains EGP 1003099822 distributed to 1003099822 shares instead of 5015499110 shares with a nominal value of EGP 1 (after amendment) in implementation of the decision of the extraordinary general meeting held on 9/9/2018 AD.
For the shareholder and buyer, in trading session of 17/10/2018.
Provided that shares will be traded upon the nominal value (after amendment) starting from Thursday corresponding to 18/10/2018 AD, and to fill decimal places for the interest of small shareholders from smaller to larger until the quantity finishes, through Misr for Central Clearing, Depository and Registry, after issuing the decision of registration committee to approve the amendment of the nominal value.
Amer Group Holding
Details of the Capital Reorganization
The issued capital of the company consists of 1003099822 shares only one billion three millions ninety nine thousand eight hundred twenty two shares, the value of each share is one hundred piasters, and the issued capital is EGP 1003099822 only Egyptian pounds one billion three million ninety nine thousand eight hundred twenty two.
The capital was subscribed as follows:
Name
Number of shares
Nominal value
Currency
1 Mr. Mohamed Al-amin Rajab Ahmed Joma
57.009.248
57.099.248
EGP
2 Mr. mahmoud Hesham Mostafa Mahmoud Wahba
1.188
1.188
EGP
3 Mr. Mohamed Sayed Mohamed Abdelraziq
495
495
EGP
4 Mr. Ali Mohamed Rashad Ali
1.188
1.188
EGP
5 MR. Omar Mansour Abdulmajeed Amer
4.107
4.107
EGP
6 Mrs/ Nada Mansour Abdulmajeed Amer
3.612
3.612
EGP
7 Mr. Abdulmajeed Mansuour Abdulmajeed Amer
3.612
3.612
EGP
8 Amer Wakf
105.713.877
105.713.877
EGP
9 SOL Global Holding Limited
352.942.734
352.942.734
EGP
10 Fineby Estate Limited
2.136.997
2.136.997
EGP
11 Lantess International Limited
80.641.737
80.641.737
EGP
12 Egyptian Wakf Limited
18.515.619
18.515.619
EGP
13 other shareholders
386.035.409
386.035.409
EGP
Total
1003099822
1003099822
EGP
Date: October 30, 2018
Attention: London Stock Exchange
Subject: EU Sanctions
We confirm that Amer Group Holding (Amer Group) do not fall under Articles 5.1 or 5.2 of COUNCIL REGULATION (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia's actions destabilising the situation in Ukraine (as amended by COUNCIL REGULATION (EU) No 960/2014 of 8 September 2014, published in the Official Journal of the EU on 12 September 2014)"
Riad Refaat
Investor Relation Director
Amer Group Holding
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