Telecom Egypt S Regulatory News (TEEG)

29 Mar 2007 13:40

Telecom Egypt S.A.E29 March 2007 Telecom Egypt An Egyptian Joint Stock Company Minutes of the Extraordinary General Assembly Convened on Thursday, March 29, 2007 at 11 a.m. The Extraordinary General Assembly of Telecom Egypt, which convened on Thursday,March 29, 2007, by unanimous vote of the shareholders present and represented atthe Meeting, approved the amendment of Articles 18, 19, 21, 24, 25, 26, 27, 32,48, and 60 of the Statutes of the Company, as follows: Article 18 Before In the event of an increase in capital, the Extraordinary General Assembly mayresolve to grant preemptive rights to existing shareholders to subscribe in thecapital increase on a pro rata basis to the value of shares owned, provided thatall shareholders of the same class shall have equal rights in this respect. After In the event of an increase of capital by cash shares the existing shareholdersshall have a priority right to subscribe to the increase of capital shares prorata to the number of shares owned provided that all shareholders of the sameclass shall have equal rights in this respect and with due consideration to anypreemptive rights associated with the preferred shares - if any. Article 19 Before In the event of an increase of capital by virtue of cash shares, existingshareholders shall have preemptive rights to subscribe to the capital increase,each on a pro rata basis based on the number of shares owned. The existing shareholders shall be notified of the issue of new shares in theevent they have preemptive rights, by publication or by registered letter, asthe case may be, in accordance with the Executive Regulations of the CompaniesLaw No. 159 of 1981, while granting the existing shareholders a period of notless than thirty days from the opening date of subscription in order tosubscribe. After In the event of an increase of capital by virtue of cash shares, theExtraordinary General Assembly may, upon a request from the Board of Directorsor for reasons certified by the Auditor, offer all or some of the increase ofcapital shares for public subscription directly without giving effect to rightsof pre-emption of the existing shareholders. The Extraordinary General Assemblymay resolve to provide some preferred rights to shares existing prior to thecapital increase either with respect to dividends or liquidation proceeds orboth, based on the recommendation of the Board of Directors supported by areport from the Auditor in that regard. The existing shareholders shall be notified of the issue of increase of capitalshares in the event they have preemptive rights, by publication or byregistered letter, as the case may be, in accordance with the ExecutiveRegulations of the Companies Law No. 159 of 1981, while granting the existingshareholders a period of not less than thirty days from the opening date ofsubscription in order to subscribe in accordance with Articles 31 and 32 of theExecutive Regulations to Law No. 95 of 1992. Article 21 Before The Company shall be managed by a Board of Directors composed of eleven membersappointed by the General Assembly as follows: (a) three members who meet the Independence Criteria as set forth in thisArticle below (the "Independent Directors") (b) one member representing the Company's employees (the "EmployeeRepresentative") who shall be nominated by the Employees' Union from among theCompany's employees, (c) seven members appointed by a decree of the Prime Minister upon therecommendations of the Minister of Communication and Information Technology. The three Independent Directors shall be nominated for election by the GeneralAssembly by shareholders, other than the Government, holding 1% or more of theoutstanding share capital of the Company or by a decision of the Board ofDirectors. The Independent Members must meet the following criteria: • •he has not been an employee of the Company or any ofits subsidiaries within the last five years; • •he has not had within the last three years, a materialbusiness relationship with the Company either directly, or as a partner,shareholder, director or senior employee of a body that has such a relationshipwith the Company; • •he has not received or receives additional remunerationfrom the Company apart from a director's fee, participates in the Company'sshare option or a performance-related pay scheme, or is a member of theCompany's pension scheme; • •he does not have close family ties (i.e. up to thefourth degree) with any of the Company's Directors or the Executive Director orthe Deputy Executive Directors; • •he does not hold cross directorships or havesignificant links with other directors through involvement in other companies orbodies; • •he does not represent a significant shareholder of theCompany; and • •he has not served on the Board of Directors for nineyears or more from the date of their first election. In accordance with Article 10 of Law 19 of 1998, and as an exception to theabove method of appointment, the Board of Directors shall continue to carry outtheir responsibilities until part of the Company's shares are offered for saleand the Board of Directors is reorganized in accordance with the preceding twoparagraphs. After The Company shall be managed by a Board of Directors composed of eleven membersappointed by the General Assembly as follows: (a) three members who meet the Independence Criteria as set forth in thisArticle below (the "Independent Directors") (b) one member representing the Company's employees (the "EmployeeRepresentative") who shall be nominated by the Employees' Union from among theCompany's employees, (c) seven members appointed by a decree of the Prime Minister upon therecommendations of the Minister of Communication and Information Technology. The three Independent Directors shall be nominated by the General Assembly byshareholders, other than the Government, holding 1% or more of the outstandingshare capital of the Company, provided that the Independent Directors shall meetthe following criteria: • •he has not been an employee of the Company or any ofits subsidiaries within the last five years; • •he has not had within the last three years, a materialbusiness relationship with the Company either directly, or as a partner,shareholder, director or senior employee of a body that has such a relationshipwith the Company; • •he has not received or receives additional remunerationfrom the Company apart from a director's fee, participates in the Company'sshare option or a performance-related pay scheme, or is a member of theCompany's pension scheme; • •he does not have close family ties (i.e. up to thefourth degree) with any of the Company's directors or the Executive Director orthe Deputy Executive Directors; • •he does not hold cross directorships or havesignificant links with other directors through involvement in other companies orbodies; • •he does not represent a significant shareholder of theCompany; and • •he has not served on the Board of Directors for nineyears or more from the date of their first election. In the event that the shareholders, other than the Government, do not nominatethree Independent Directors, or if the shareholders nominate less than threeDirectors or in the event the above-mentioned criteria are not met by theIndependent Directors nominated by the shareholders other than the Government,then the Board of Directors may nominate Independent Directors to complete thenumber of Independent Directors nominated provided that they shall also satisfythe criteria for Independent Directors mentioned above. Article 24 Before The Board of Directors shall appoint from among its members a Chairman of theBoard of Directors and may appoint one or more Vice Chairmen and the Board shalldetermine who among them shall substitute for the chairman in the event of hisabsence. In the absence of the Chairman and the Vice Chairmen, the Board shallappoint the Director who shall temporarily carry out the duties of the Chairman. After The Board of Directors shall appoint from among its members a Chairman of theBoard of Directors and may appoint one or more Vice Chairmen from among theBoard of Directors and the Board shall determine who among them shall substitutefor the Chairman in the event of his absence. In the absence of the Chairmanand the Vice Chairmen, the Board shall appoint one of its members who shalltemporarily carry out the duties of the Chairman. Article 25 Before The Board of Directors shall be entitled to appoint, from among its members, aManaging Director to be named the Executive Director of the Company and theBoard may appoint Deputy Executive Directors, from the Company's employees whoare not members of the Board of Directors. The Board shall specify theresponsibilities, remuneration, allowances and incentives of each of theExecutive Director and the Deputy Executive Directors based on therecommendation of the Remuneration Committee stipulated in Chapter II below,provided that the remuneration, allowances and incentives of the ExecutiveDirector shall by approved by the General Assembly. The appointment of theExecutive Director and Deputy Executive Directors under the age of 60 shall berenewed every two years by virtue of a resolution from the Board of Directors.With respect to those Directors above the age of 60, their appointment andrenewal shall be annually based on a resolution of the General Assembly. The Board (a) may compose from among its members one or more committee(s) andthe Board shall form the committees stipulated in Chapter II below and shallgrant them part of the Board's responsibilities or delegate them to supervisethe work in the Company and the implementation of the Board's resolutions. After The Board of Directors shall be entitled to appoint, from among its members, aManaging Director to be named the Executive Director of the Company and theBoard may appoint Deputy Executive Directors, who are not members of the Boardof Directors. The Board shall specify the responsibilities, remuneration,allowances and incentives of each of the Executive Director and the DeputyExecutive Directors based on the recommendation of the Remuneration Committeestipulated in Chapter II below. The appointment of the Executive Director andDeputy Executive Directors under the age of 60 shall be renewed every two yearsby virtue of a resolution from the Board of Directors. With respect to thoseDirectors above the age of 60, their appointment and renewal shall be annuallybased on a resolution of the General Assembly. The Board may compose from amongits members one or more committee(s) and the Board shall form the committeesstipulated in Chapter II below and shall grant them part of the Board'sresponsibilities or delegate them to supervise the work in the Company and theimplementation of the Board's resolutions. Article 26 Before "The Board shall hold its meetings at the Company's head office whenever theCompany's interest so requires based on the invitation of the Chairman or basedon the request of one third (1/3) of its members. The Board shall convene atleast four times during each fiscal year. The Board may also convene at a placeoutside the Company's head office provided, however, that all members shall bepresent or represented in the meeting and that the meeting is held in Egypt." After "The Board shall hold its meetings at the Company's head office whenever theCompany's interest so requires based on the invitation of the Chairman or basedon the request of one third (1/3) of its members. The Board shall convene atleast four times during each fiscal year. The Board may also convene at a placeoutside the Company's head office or outside of Egypt provided, however, thatall members of the Board shall be present either in person or by proxy. TheBoard may also convene via conference call and may, in the circumstancesdetermined by the Board, convene outside of Egypt. Also, Board resolutions maybe issued by circulation in writing if all members of the Board agree." Article 27 Before A Board member may be represented on the Board when necessary by another Boardmember and in that case such member shall have two votes and an Egyptian membermust be represented by an Egyptian. A member of the Board cannot represent morethan one member. In all cases, the votes of the representatives should notexceed 1/3 of votes present. After A Board member shall be entitled, in case of necessity, to appoint anothermember to represent him at Board meetings. Article 32 Before The right of signature on behalf of the Company, severally, shall be vested inthe Chairman, the Executive Director and any other member delegated by the Boardfor this purpose. The Board of Directors shall have the right to appoint DeputyExecutive Directors or managers or authorized agents and grant them also theright sign on behalf of the Company jointly or severally. After The right of signature on behalf of the Company, severally, shall be vested inthe Chairman, the Executive Director and any other member delegated by the Boardfor this purpose. The Board of Directors shall have the right to delegateDeputy Executive Directors or managers or authorized agents to sign on behalf ofthe Company jointly or severally. Article 48 Before The Board of Directors shall prepare for each fiscal year the financialstatements and a report on the Company's activities during the fiscal year, andits financial position as of the end of such year (within two months at mostfrom the end of the Company's fiscal year) and such documents shall be madeaccessible to the Auditor during such period, all of which shall be inaccordance with the terms, conditions and information stipulated in theExecutive Regulations for the Capital Market Law No. 95 of 1992. The financial statements and a comprehensive summary of the report of theCompany's activities and the full text of the Auditor's report must be publishedin two daily, widely distributed newspapers at least two weeks prior to theconvention of the General Assembly. A copy of the documents published and/or mailed to shareholders shall be forwardto the Capital Market Authority and the Companies Department at the GeneralAuthority for Investments and Free Zones, as well as to the representative ofthe Bond Holders Association and Auditor. After The Board of Directors shall prepare for each fiscal year the financialstatements and a report on the Company's activities during the fiscal year, andits financial position as of the end of such year (within two months at mostfrom the end of the Company's fiscal year) and such documents shall be madeaccessible to the Auditor during such period, all of which shall be inaccordance with the terms, conditions and information stipulated in theExecutive Regulations of the Capital Market Law No. 95 of 1992. The annual financial statements, a comprehensive summary of the report of theCompany's activities and the full text of the Auditor's report must be publishedin two daily, widely distributed newspapers at least two weeks prior to theconvention of the General Assembly. A copy of the documents published and/or mailed to shareholders shall be forwardto the Capital Market Authority and the Companies Department at the GeneralAuthority for Investments and Free Zones, as well as to the representative ofthe Bond Holders Association and Auditor. The Company may prepare periodic financial statements based on a resolution ofthe Board of Directors. Article 60 Before The net profits of the Company shall be distributed annually after the deductionof all general expenses and other costs as follows: a. An amount equal to 5% at least of the profits shall bededucted to form the legal reserve. This deduction shall cease when the reservereaches a total of 50% of the Company's issued capital. In the event that thereserve falls below such figure, deduction shall be resumed. The Company may set aside amounts not exceeding 10% to form institutionalreserves to be used for purposes which shall fulfill the interest of the Companyshareholders. The employees shall be entitled to receive at least 10% of the profits whichshall be distributed in cash, provided that its total sum does not exceed theirannual salaries. b. An amount shall be deducted for the distribution of afirst dividend of at least 5% to the shareholders equal to the paid-in value oftheir shares and to the employees. However, in the event that the profits ofone year are not sufficient for the distribution of this dividend, it may not berecuperated from the profits of subsequent years. c. After the foregoing deductions, a percentage of theprofits not exceeding 5% of the remainder may be allocated as remuneration ofthe Board of Directors. d. The remaining profits shall then be distributed amongthe shareholders and employees based on the percentages stipulated in thisArticle as additional dividends or may be carried forward based upon theproposal of the Board of Directors to the following year or allocated to theformation of an extraordinary reserve or an extraordinary depreciation fund. After The net profits of the Company shall be distributed annually after the deductionof all general expenses and other costs as follows: a. An amount equal to 5% at least of the profits shall bededucted to form the legal reserve. This deduction shall cease when the reservereaches a total of 50% of the Company's issued capital. In the event that thereserve falls below such figure, deduction shall be resumed. The Company may set aside amounts not exceeding 10% to form institutionalreserves to be used for purposes which shall fulfill the interest of the Companyshareholders. The employees shall be entitled to receive at least 10% of the profits whichshall be distributed in cash, provided that its total sum does not exceed theirannual salaries. b. An amount shall be deducted for the distribution of a firstdividend of at least 5% to the shareholders equal to the paid-in value of theirshares and to the employees. However, in the event that the profits of one yearare not sufficient for the distribution of this dividend, it may not berecuperated from the profits of subsequent years. c. After the foregoing deductions, a percentage of the profitsnot exceeding 5% of the remainder may be allocated as remuneration of the Boardof Directors. d. The remaining profits shall then be distributed among theshareholders and employees based on the percentages stipulated in this Articleas additional dividends or may be carried forward based upon the proposal of theBoard of Directors to the following year or allocated to the formation of anextraordinary reserve or an extraordinary depreciation fund. e. The General Assembly has the right to distribute all orpart of the profits reflected in the periodical financial statements prepared bythe Company provided that it is accompanied by a report from the Auditor in thatregard. Chairman and CEO Akil Hamed Beshir This information is provided by RNS The company news service from the London Stock Exchange