Last checked at 13 Sep 2021 09:34
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 billion
Issued Capital: EGP 577,025,968.2 (fully paid)
Number of Issued Shares: 5,245,690,620
Commercial register number: 394061 Cairo
Summary of Board of Directors Resolutions
September 12, 2021
On the 12th of September 2021, pursuant to the invitation of Eng. Akil Hamed Beshir - Non-Executive Chairman, the following matters were discussed, and the following resolutions were taken by the Company's Board of Directors ("BoD"), namely:
· Eng. Akil Hamed Beshir, Non-executive Chairman;
· Eng. Naguib Onsi Sawiris, CEO and Managing Director;
· Mr. Hassan Mostafa Abdo, Non-Executive Board Member;
· Mr. Ashraf Abdel Tawab Salman, Non-Executive Board Member;
· Mr. Oussama Daniel Nassif, Executive Board Member;
· Mr. Mohamed Hamdan Ashmawy, Expert Non-Executive Board Member; and
· Mrs. Wafaa Shoukry Zaklama, Non-Executive Board Member;
· Eng. Iskandar Shalaby Naguib Shalaby, Non-Executive Board Member.
- Ms. Nada Yasser Hafez - Secretary of the Board
At the beginning of the meeting, Eng. Naguib Onsi Sawiris, the managing director of the Company, reviewed the latest developments of the transactions to be concluded as follows:
1. The BoD discussed the approval issued by the board of directors during the board meeting dated 27 April 2021 pertaining to the sale and transfer of the Company's entire stake in Trans World Associates (Private) Limited ("TWA") to Orastar Limited, and it should be noted that the Enterprise Value of TWA amounts approximately USD 96 million, and the Company's stake in TWA represents 51% of TWA's share capital. Some conditions precedent are being carried out in order to complete the transaction.
2. The BoD discussed the sale of the floors owned by the Company through its subsidiaries in Brazil, which sale and purchase agreements were entered into on 18 August 2021 (the "SPA"), the subsidiaries of the Company signed the SPA which amounts approximately 426 million Brazilian reais, and some conditions precedent are being carried out in order to complete the transaction. The Company guarantees the fulfillment of the sellers of their obligations as provided in the SPA (this transaction shall be hereinafter referred to as the "Sale of Floors").
The Resolutions:
First resolution: The BoD unanimously approved the Audit Committee's report on the standalone and consolidated financial statements for the financial period from 01/01/2021 and ending on 30/06/2021.
Second resolution: The BoD unanimously approved the Auditor's report on the standalone and consolidated financial statements for the financial period from 01/01/2021 and ending on 30/06/2021.
Third resolution: The BoD unanimously approved the Board of Directors' report on the standalone and consolidated financial statements and business results for the period from 01/01/2021 and ending on 30/06/2021.
Fourth resolution: The BoD unanimously ratified the standalone and consolidated financial statements and business results for the financial period from 01/01/2021 and ending on 30/06/2021.
Fifth resolution: The BoD unanimously ratified the condensed interim consolidated financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) for the financial period from 01/01/2020 and ending on 31/03/2020.
Sixth resolution: The BoD unanimously ratified the condensed interim consolidated financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) for the financial period from 01/01/2020 and ending on 30/06/2020.
Seventh resolution: The BoD unanimously ratified the condensed interim consolidated financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) for the financial period from 01/01/2020 and ending on 30/09/2020.
Eighth resolution: The BoD approved (with the abstention of Mr. Oussama Daniel Nassif from participating-a related party board member in affiliate companies) that:
1- the Company enters into the SPA, and all other ancillary documents, pertaining to the Sale of Floors, as a guarantor to the sellers, guaranteeing the fulfillment of the sellers of their obligations as provided in the SPA.
2- delegating Eng. Naguib Onsi Naguib Sawiris, severally, or Mr. Oussama Daniel Nassif together with Mr. Marwan Mohamed Hussein in signing all documents related to the Sale of Floors, and the fulfillment of all necessary conditions to complete and close the transaction.
Chief Financial Officer
Marwan Mohamed Hussein