Last checked at 16 Nov 2022 09:42
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 the Board of Directors Resolutions
15 November 2022
Via Circulation
On Tuesday, 15 November 2022, upon the invitation of Eng. Akil Hamed Beshir-Chairman of the Board, the following resolutions were taken via circulation by the following members of the Board of Directors, namely:
· Eng. Akil Hamed Beshir, Non-Executive Chairman (independent);
· Eng. Naguib Onsi Sawiris, CEO and Managing Director;
· Eng. Iskandar Shalaby Naguib Shalaby, Executive Board Member;
· Eng. Hassan Mostafa Abdo, Non-Executive Board Member;
· Mr. Ashraf Abdel Tawab Salman, Non-Executive Board Member (independent);
· Mr. Oussama Daniel Nassif, Executive Board Member;
· Mr. Mohamed Hamdan Ashmawy, Non-Executive Board Member (independent); and
· Mrs. Wafaa Shoukry Zaklama, Non-Executive Board Member.
Ms. Nada Yasser Hafez was appointed as the Meeting's Secretary.
The Board noted that the changes of the Board structure as approved in its resolutions dated 25 October 2022 where not yet finalized with the FRA, and accordingly, Engineer Akil Beshir will chair the meeting until the minutes are ratified by the FRA and registered in the Commercial Register.
The Resolutions:
First resolution: The Board unanimously ratified the Audit Committee's report on the standalone financial statements for the fiscal period ending on 30/09/2022.
Second resolution: The Board unanimously ratified the auditor's report on the standalone financial statements for the fiscal period ending on 30/09/2022.
Third resolution: The Board unanimously ratified the Board of Directors' report for the fiscal period ending on 30/09/2022.
Fourth resolution: The Board unanimously ratified the standalone financial statements for the fiscal period ending on 30/09/2022.
Fifth resolution: The Board ratified the appointment of Mr. Mohamed Sherif Al Samanoudy as Chief Financial Officer, as of 01/11/2022.
Sixth Resolution: The Board unanimously approved the composition of the Investment Committee ("IC") to be as follows:
1. Naguib Sawiris, IC Chairman;
2. Hassan Abdo, IC member;
3. Marwan Hussein, IC member;
4. Oussama Daniel Nassif, IC member; and
5. Mohamed El Samanoudy, IC member.
Seventh Resolution: The Board unanimously approved to add the following signatory powers on the Company's behalf, and the remaining signatory powers mentioned in the CR shall remain valid and in force:
1. Eng. Naguib Sawiris, Executive Chairman, has, solely and without limit, all the authorities to manage the Company and represent it before all jurisdictions, third parties and all governmental and non-governmental agencies, the Financial Regulatory Authority, the General Authority for Investment and Free Zones, the chambers of commerce, the commercial registry, the tax authority, the General Organization for Exports and Imports, the Federation of Egyptian Industries, the Notary Public, the customs authority, social insurance, labor bureau, civil status office, Egyptian Stock Exchange, Misr for Clearing and Central Depository and Federation of Egyptian Industries, and to sign documents and declarations related to the representation of the Company, and sign on amendment contracts; to incorporate companies in Egypt and abroad, signing all binding and non-binding contracts, including to buy, sell and pledge shares and bonds and signing all related contracts; to conclude and sign purchase, sale and mortgage agreements for all the real estate, fixed and movables assets, renting and leasing and any other action related to the purpose and activity of the Company only; has the right to sign all local or foreign contracts, and to enter and conclude loans and mortgages, and issue guarantees to the lenders of Company and its subsidiaries; to sign and deal with banks (deposits, withdrawal, signing cheques, opening and closing accounts and other transactions) with no limit; and has the right, and the right to sign on all types of assignment agreements, whether in Egypt or abroad, and to delegate any person/s in some or all the aforementioned.
2. Mr. Mohamed Sherif El Samanoudy, jointly with either Mr. Marwan Hussein or Mr. Oussama Nassif, to sign on behalf of the Company and deal with banks with a maximum limit of (only five million US dollars) or its equivalent in any other currency.
3. Cancel the signature authorities of Eng. Akil Beshir.
Head of Investors Relations
Malak El Meteini