Last checked at 16 Nov 2015 07:00
Orascom Telecom Media and Technology Holding S.A.E.
Established pursuant to the provisions of Law 95/1992
Head Office: twenty Sixth floor, Nile City Towers, South Tower,
2005 A Croniche El Nile, Ramlet Beaulac, 11221, Cairo, Egypt
Authorized Capital: EGP 22 Billion
Issued Capital:
EGP: 2,203,190,060.40
(Fully paid)
Number of Issued Shares:
5,245,690,620
Commercial registration number: 394061 Cairo
Summary of Board of Directors Resolutions
No: (7) of 2015
November 15, 2015
On Sunday, the 15th of November 2015 at 2:30 pm, the Company's Board of Directors held a meeting at the company's premises under the chairmanship of Mr. Naguib Onsi Naguib Sawiris - Executive Chairman of the Board of Directors and Managing Director, upon his invitation, the Board meeting was attended by members of the Board of Directors, namely: |
· Eng. Naguib Onsi Naguib Sawiris - Executive Chairman and Managing Director; |
· Mr. Youssef Fayez Shoukry Mouawad, Executive Board Member for Financial and Administrative Affairs in his own capacity and on behalf of Mr. Ayman Mohamed El Tayeb Soliman - Expert Board Member; |
· H.E. Ambassador Mohamed Ibrahim Mahmoud Shaker Mohamed - Non executive Board Member in his own capacity and on behalf of Mr. Iskandar Shalaby Naguib Rizk Shalaby - Non-Executive Board Member; |
· Eng. Khaled Galal Girgis Bishara - Non executive Board Member in his own capacity and on behalf of Eng. Akil Bashir - Non-Executive Deputy Chairman and · Eng. Hany Abd El Gelil El Emary - Non-executive Expert Board Member. |
Ms. Menna Medhat Mohamed was appointed as Secretary of the meeting.
Having reviewed and deliberated on the agenda, the Board of Directors has resolved the following:
First resolution: The Board of Directors unanimously approved the Audit Committee's report on the standalone and consolidated financial statements for the financial period starting at 1/1/2015 and ending at 30/9/2015, which were prepared in accordance with the Egyptian and International accounting standards, and that was after H.E. Ambassador Mohamed Shaker pointed out the modification of the accounting treatment to be investment in associates instead of investment in subsidiaries, also the Chairman of the meeting explained that the Company's investments in North Korea related primarily to the 75% holding in the local telecom operator Koryolink. The accounting treatment has been modified during this period through recognizing it as an investment in associates instead of investment in subsidiaries. Thus in light of the increase of the restrictions, financial and operating difficulties facing Koryolink due to the international sanction imposed by the international community including the United States, the European Union and the United Nations. These sanctions have the effect of restricting financial transactions and the import and export of goods and services, including goods and services required to operate, maintain and develop mobile networks and increase of long term restrictions which affect the ability to transfer the subsidiary's profits to the parent company, the absence of a free-floating currency exchange market in North Korea, whereas the Group's management has no exchange rate available other than the official exchange rate announced by the Central Bank of North Korea, other than launching a competing local telecom operator wholly owned by the North Korean Government. The group's management seek to find solutions for this and effect through negotiations with the Korean side including merging Koryolink with the second local telecom operator, wholly owned by the North Korean Government. According to the Group's management estimates, there is an initial consent from the Korean side regarding merger. This may lead to the presence of possible future solutions that would remove some of the obstacles. In light of the change in the results of those negotiations during the current period which indicates a disagreement from the Korean side to grant the management the rights to control in case of the merger and due to the increase in aforementioned restrictions during the current period, in the group's management view, the control over the Koryolink's activities was lost according to the requirements of the Egyptian Accounting Standard No. (17), which led to modify the accounting treatment to be investment in associates instead of investment in subsidiaries. The investment in CHEO Technology JV (Koryolink) was measured at cost, which represented in the value that expected to be recovered by the company from the investments in the future based on independent valuator report.
Second resolution: The Board of Directors unanimously approved the report of the company's Auditor on the standalone and consolidated financial statements for the financial period starting at 1/1/2015 and ending at 30/9/2015, which were prepared in accordance with the Egyptian and International accounting standards.
Third resolution: The Board of Directors unanimously ratified the Board of Directors' report on the standalone and consolidated financial statements for the financial period starting at 1/1/2015 and ending at 30/9/2015, which were prepared in accordance with the Egyptian and International accounting standards as well as the outcome of the business for such period.
Fourth resolution: The Board of Directors unanimously ratified the standalone and consolidated financial statements for the financial period starting at 1/1/2015 and ending at 30/9/2015, which were prepared in accordance with the Egyptian and international accounting standards as well as the outcome of the business for such period.
Also the latest updates on the mandatory tender offer ("MTO") with ACT Financial S.A.E. ("ACT") for a number of shares up to 162,741,798 shares representing 100% of the shares of Beltone Financial Holding S.A.E., was presented to the Board of Directors.
The Board of Directors delegated Mr. Oussama Daniel Nassif, Mr. Ibrahim Aly Ibrahim, Mr. Ashraf Zaki El Ibrachy, Mostafa Mohamed Gaber Mohamed El Shafei, Hatem Hasan Tolba Mohamed and Mostafa Saeed Ali Mohamed (advocates), to jointly or severally, take all the required procedures to ratify the minutes of this meeting at the Egyptian Financial Supervisory Authority, receive it and annotate all the afore-mentioned in the company's commercial register.
The meeting ended at 3.30 pm.
Head of Investor Relation
Marwan Mohamed Hussein