Last checked at 12 Apr 2023 13:07
Invitation
To attend the Ordinary General Assembly Meeting of
Orascom Investment Holding S.A.E
Which shall convene on Monday 08/05/2023
SECOND NOTICE
Orascom Investment Holding SAE (the "Company") Executive Chairman of the board of Directors has the honor to invite the Company's 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 which shall convene on Monday 08/05/2023 at 02:30 PM via conference call, through the following link https://zoom.us/j/84865330953?
To discuss the following agenda:
1. Ratification of the Board of Directors' report on the Company's activities during the fiscal year ending on December 31, 2022;
2. Ratification of the Auditor's report on the Company's activities for the fiscal year ending on December 31, 2022;
3. Ratification of the Financial Statements and the dividends' account for the fiscal year ending on December 31, 2022;
4. Ratification of the Corporate Governance Report for the fiscal year ending on December 31, 2022;
5. Discharge of the Chairman and Members of the Board of Directors for their work during the fiscal year 2022 and Ratify the Board of Directors minutes of meeting and resolutions during the fiscal year 2022;
6. Ratifying the changes in the Board of Directors during the year 2022 and decide on the formation and appointment of the Board of Directors;
7. Determining the remuneration and allowances for attendance and transportation of the Board Members in 2023;
8. Approve the appointment of the Company's Auditor for the fiscal year 2023 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 31/12/2022 and authorize the Board to donate during the fiscal year 2023.
We would like to highlight the following to the shareholders of the Company:
1. The shareholders who wish to attend the Ordinary General Assembly Meeting ("OGM") are kindly requested to send the following documents to: (shareholders@OrascomIH.com):
- A certified account statement issued by one of the custodians' banks, evidencing the freezing of the shares mentioned in the account statement for the purpose of attending the OGM. The shareholder shall provide the Company with the aforementioned statement 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.
- In case of delegation of one shareholder to another, a copy of the power of attorney or proxy.
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 duly signed and shall resend it to the above-mentioned e-mail before the date of the OGM.
3. A shareholder may not represent in the Company's OGM through proxy a number of votes exceeding 10% of the total nominal shares of the Company's capital, and a number of votes exceeding 20% of the shares represented in the meeting.
4. 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 three days before the meeting.
5. 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 Monday 15/05/2023, at 02:00 PM via conference call through the following link https://zoom.us/j/81641685063? The second meeting shall be deemed valid regardless of the number of shares represented in the meeting.
6. Resolutions of the OGM shall be issued by an absolute majority of the shares represented in the meeting.
7. The GM may not deliberate on matters other than those listed on the agenda.
Executive Chairman
Naguib Sawiris