Last checked at 26 Oct 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. 6 of 2015
By Conference Call
October 24, 2015
On Saturday, the 24th of October 2015 at 2:30 pm, the Company's Board of Directors held a meeting by conference call 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 all members of the Board of Directors, namely: |
· Eng. Naguib Onsi Naguib Sawiris - Executive Chairman and Managing Director; |
· Eng. Akil Beshir, Non-Executive Vice Chairman · Mr. Youssef Fayez Shoukry Mouawad, Executive Board Member for Financial and Administrative Affairs · H.E. Ambassador/ Mohamed Ibrahim Mahmoud Shaker Mohamed - Non executive Board Member; |
· Eng. Khaled Galal Girgis Bishara - Non executive Board Member; |
· Eng. Iskandar Shalaby Naguib Rezk Shalaby - Non executive Board Member · Mr. Ayman Mohamed El Tayeb Mohamed Soliman - Non executive Expert Board Member; and · Eng. Hany Abd El Gelil El Emary - Non executive Expert Board Member.
|
Mr. Oussama Daniel Nassif was appointed as Secretary of the meeting.
Having reviewed and deliberated on the agenda, the Board of Directors has resolved the following:
First resolution: Approving the submission of a mandatory tender offer with ACT for a number of shares up to 162,741,798 shares representing 100% of the shares of Beltone and for a minimum of 51% of Beltone's shares, the tendered shares shall be allocated to ACT and OTMT as follows: 53% of the tendered shares allocated to OTMT, the following 13% allocated to ACT and the remaining of the tendered shares shall be allocated to OTMT.
Second resolution: Approving the conclusion of the agreements necessary for the financing and the conclusion of the purchase of Beltone's shares.
Third resolution: Approving the delegation of Eng. Naguib Onsi Naguib Sawiris, Executive Chairman and Managing Director, severally, and any two of the following jointly, Mr. Oussama Daniel Nassif Faltas, Mr. Youssef Fayez Shoukry Mouawad, and Eng. Tamer Ahmed Mokhtar El Mahdi to undertake all necessary actions and sign all agreements and documents that may be required or suggested related to and resulting from the mandatory tender offer and the consummating the purchase, and also the submission of the mandatory tender offer to the Egyptian Financial Supervisory Authority and to sign, on the Company's behalf, all documents, contracts, applications, notices, forms, and orders before any governmental authority or otherwise, including but not limited to, the Egyptian Exchange, the Egyptian Financial Supervisory Authority, the Public Notary, the banks and the broker, that may be required to execute and consummate the purchase of the shares, any loan, mortgage, pledge, and/or lease agreements and generally, undertake all necessary actions that may be required or suggested for the purpose of consummating the purchase, loan, mortgage, and pledge.
Fourth resolution: Approving the delegation of Mr. Ashraf Hassan Zaki Elibrachy and Mr. Mostafa Mohamed Gaber Mohamed Elshafei jointly or severally to undertake all required procedures to submit the mandatory tender offer file to Egyptian Financial Supervisory Authority and to sign all required forms, declarations and amendments required by the Egyptian Financial Supervisory Authority.
Fifth resolution: The Board resolved to delegate Mr. Oussama Daniel Nassif Faltas, Mr. Ibrahim Ali Ibrahim, Mr. Ashraf Hassan Zaki Elibrachy, Mr. Mostafa Mohamed Gaber Mohamed Elshafei, Mr. Hatem Hassan Tolba Mohamed and Mr. Mostafa Said Aly Mohamed jointly or severally to undertake all required procedures to ratify and receive these minutes from the Egyptian Financial Supervisory Authority.
The meeting ended at 3.30 pm.
Head of Investor Relation
Marwan Hussein