REG - Orascom Investment - OIH's OGM Summary

Oci NVAnnouncement

05/07/2021 10:35

RNS Number : 1572E
  
Orascom Investment Holding S.A.E
  
05 July 2021
  
 

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
Authorized Capital: EGP 2,885,129,841
Issued Capital: EGP 588,025,968.2 (Fully paid)
Number of Issued Shares: 5,245,690,620

Commercial registration number: 394061 Cairo 

 
Summary of the Resolutions of the
Ordinary General Assembly Meeting
On Sunday, 4th of July 2021, the Ordinary General Assembly of the shareholders convened at 3 pm via ZOOM video conference on the following link (https://zoom.us/j/97048784142 ), under the Chairmanship of Eng. Akil Hamed Beshir, upon the invitation addressed to the shareholders, the Financial Regulatory Authority, the General Authority for Investment and Free Zones, the Auditor and the Board of Directors. The Ordinary General Assembly was attended by the following board members:
·    Eng. Akil Hamed Bashir - Chairman;
·    Eng. Iskandar Shalaby Naguib - Non-Executive Board Member; 
·    Mr. Hassan Mostafa Abdo - Non-executive Board Member;
·    Mr. Oussama Daniel Nassif - Executive Board Member;
·    Mr. Mohamed Hamdan Ashmawy - Non-Executive Board Member;
·    Mr. Ashraf Salman - Non-Executive Expert Board Member (independent);
 
The meeting was also attended by Mr. Mohamed Hassan Youssef on behalf of Mr. Hatem Abdel Moneim Montasser, partner in KPMG Hazem Hassan and partners, the Company's auditor. 
The General Assembly unanimously approved the appointment of: 
Ms. Nada Yasser Hafez as Secretary of the Meeting; and
Mrs. Viviane Samir Youssef and Mr. Gamal Gamil El Sayed as vote scrutineers.
 
At the beginning of the meeting, the auditor reviewed the procedures of the invitation and confirmed its validity, he also supervised the vote scrutineers and reviewed the proxies. The total numbers of shares represented in the meeting is 2,748,717,720 shares representing 52.3995 % of the Company's total share capital, which is a total amount of 5,245,690,620 shares, and thus the legal quorum for the meeting is satisfied and the Chairman of the meeting announced its validity accordingly.
 
The shareholders of the Ordinary General Assembly resolved the following:
                                                                                               
1.   The shareholders resolved by majority to ratify the Board of Directors' Report on the Company's activities for the fiscal year ending on 31/12/2020;
2.   The shareholders resolved by majority to approve the ratification of the Auditor's Report regarding the standalone and consolidated financial statements for the fiscal year ending on 31/12/2020;
3.   The shareholders resolved by majority to approve the standalone and consolidated financial statements and ratify the general budget and income statement for the fiscal year ending on 31/12/2020;
4.   The shareholders resolved by majority to discharge the Chairman and all members of the Board of Directors for their services and liabilities during the fiscal year ending on 31/12/2020;
5.   The shareholders resolved by majority the changes undertaken on the structure of the Board of Directors during 2020, the renewal of its term and the final following structure:
 




Name


Title




Eng. Akil Hamed Bashir


Non-executive Chairman (independent)




Eng. Naguib Onsi Sawiris 


CEO and Managing Director




Eng. Iskandar Shalaby Naguib Shalaby


Non-Executive Board Member




Mr. Hassan Mostafa Abdo


Non-Executive Board Member




Mr. Ashraf Abdel Tawab Salman


Non-Executive Expert Board Member 




Mr. Mohamed Hamdan Ashmawy


Non-Executive Board Member




Mr. Oussama Daniel Faltas


Executive Board Member




Mrs. Wafaa Shoukry Zaklama


Non-Executive Board Member




6.   The shareholders resolved by majority to determine the remuneration and allowances of the members of the Board of Directors, the members of the Audit Committee and the members of the Investment Committee for the fiscal year ending on 31/12/2021;
7.   The shareholders resolved by majority the Governance Report for the fiscal year ending on 31/12/2020;
8.   The shareholders resolved by majority to appoint Mr. Hatem Abdel Moneim Montasser from Hazem Hassan and Partners firm (KPMG), as the Company's auditor for the fiscal year ending on 31/12/2021 and determine his annual fees for EGP 198,000 (one hundred and ninety-eight thousand Egyptian pounds) as his annual professional fees;
9.   The shareholders resolved by majority the related party transactions and authorized to enter into a Lease Agreement between Orascom Pyramids Entertainment and the Egyptian Company for Food and Services (Abella Egypt) to lease Nine Pyramids Lounge. 
10. The shareholders resolved by majority to ratify the Board of Directors' resolutions during the fiscal year ending on 31/12/2020;
11. The shareholders resolved by majority to ratify the donations made during the fiscal year ending on 31/12/2020 and authorize the Board of Directors to donate up to EGP 1 million Egyptian Pounds during the fiscal year ending 31/12/2021.
12. The shareholders resolved by majority to authorize the Board of Directors to conclude loan and mortgage contracts, as well as issuing guarantees to lenders for the Company and its subsidiaries in which the Company holds a majority stake
The meeting ended at 3:30 pm.
 
 
                                                                          Marwan Hussien
                                                                          Chief Financial Officer  
          
 

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