Last checked at 31 Mar 2014 13:19
Telecom Egypt
An Egyptian Joint Stock Company
Resolutions of the ordinary General Meeting
Convened on Monday, 31st of March 2014 at 8:00 Am
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Resolution No. 1
The Ordinary General Assembly of Telecom Egypt held on Monday, 31st of March 2014, by unanimous vote of the Shareholders present and represented in the Meeting, approved the Board of Directors' Report regarding the Company's activities during the financial year ended on December 31st, 2013.
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Resolution No. 2
The Ordinary General Assembly of Telecom Egypt held on Monday, 31st of March 2014, by unanimous vote of the Shareholders present and represented in the Meeting, approved the Auditors' Report on the Company's Financial Statements for the Financial Year ended on December 31st, 2013.
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Resolution No. 3
The Ordinary General Assembly of Telecom Egypt held on Monday, 31st of March 2014, by unanimous vote of the Shareholders present and represented in the Meeting, approved the company's financial statements for the Financial Year ended on December 31st, 2013.
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Resolution No. 4
The Ordinary General Assembly of Telecom Egypt held on Monday, 31st of March 2014, by unanimous vote of the Shareholders present and represented in the Meeting, approved the renewal of the appointment of Mr. Hazem Hassan KPMG as the Auditor of the Company for the financial year ending on 31st December 2014 and increased its fees by 5% over and above the previous year's fees, so that the fees for auditing the independent financial statements for the Financial Year 2013 to be in the amount of L.E.242,550 (two hundred and forty two thousand and five hundred fifty Egyptian Pounds),without any changes in the fees for other services executed during the year.
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Resolution No. 5
The Ordinary General Assembly of Telecom Egypt held on Monday, 31st of March 2014, by unanimous vote of the Shareholders present and represented in the Meeting, approved the discharge of the Chairman and members of the Board of Directors of the Company from liability in connection with their activities in the Company during the Financial Year ended on December 31st, 2013.
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Resolution No. 6
The Ordinary General Assembly of Telecom Egypt held on Monday, 31st of March 2014, by unanimous vote of the Shareholders present and represented in the Meeting, approved the donations made by the company in 2013 in the amount of 3,287,383 (three million, two hundred and eighty seven thousand, three hundred and eighty three Egyptian Pounds) as well as approved authorizing the Board of Directors to make donations during the Financial Year 2014 within the limit of 50 million Egyptian Pounds, for donations approved by the Board of Directors during 2013 and for donations during 2014.
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Resolution No. 7
The Ordinary General Assembly of Telecom Egypt held on Monday, 31st of March 2014, by unanimous vote of the Shareholders present and represented in the Meeting, approved keeping the attendance and transportation allowances of the Members of the Board of Directors of Telecom Egypt for the Financial Year ending on 31st December 2014, the same as last year, as follows:
- An attendance allowance of L.E.1,000 (one thousand Egyptian Pounds) for each member; and
- A transportation allowance of L.E.4,000 (four thousand Egyptian Pounds) for each member.
Also approved to increase the attendance allowance for each (key or auxiliary) Board member for the committees formed from amongst the Board members to be L.E. 2,000 (two thousand Egyptian Pounds) instead of L.E. 1,000 (one thousand Egyptian Pounds).
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Resolution No. 8
The Ordinary General Assembly of Telecom Egypt held on Monday, 31st of March 2014, by unanimous vote of the Shareholders present and represented in the Meeting, approved authorizing the Board of Directors in advance to conclude compensatory contracts with the Company's shareholders, Board members, or any of their respective affiliates (Shareholders - Board members), taking into consideration the commitment of the member of the Board of Directors concerned with the contract or the shareholder representative concerned with the contract to not participate in the vote on the resolutions of the Board with regard to that matter.
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Resolution No. 9
The Ordinary General Assembly of Telecom Egypt held on Monday, 31st of March 2014, by unanimous vote of the Shareholders present and represented in the Meeting, approved the Proposed Dividends for the Financial Year ended on December 31st, 2013 as follows:
In LE 1,000 | Description |
2,214,389 | Net Profit for the year |
112,842 | Profit carried forward from the previous year |
2,327,231 | Total |
To be distributed as follows: | |
110,719 | Legal Reserve |
1.707,072 | Shareholders' share |
486,385 | Employees' share |
5,000 | Board members' remuneration |
18,055 | Profit carried forward for the next year |
Therefore, the dividend per share for 2013 shall be one Egyptian Pound per share.
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Resolution No.10
The Ordinary General Assembly of Telecom Egypt held on Monday, 31st of March 2014, by unanimous vote of the Shareholders present and represented in the Meeting, approved the Changes made to the Formation of the Board of Directors of the Company, during the Financial year ended December 31st, 2013 as follows:
- The appointment of Dr. Ashraf El Sayed El Araby Abdel Fattah as a representative of the Government on the Board of Directors of Telecom Egypt in lieu of Mr. Hassan Ahmed Mohamed Helmy for the remaining period of the Board of Directors' term, as per Prime Ministerial Decree No. (607) of 2013, as of 8th June 2013.
- The resignation of Dr. Ashraf El Sayed El Araby Abdel Fattah as a representative of the Government on the Board of Directors on 16th July 2013 due to having been appointed as the Minister of Planning.
- The appointment of Eng. Osama Fouad Yassin as a member representing the Government on the Board of Directors of Telecom Egypt in lieu of Dr. Ashraf El Sayed El Araby Abdel Fattah for the remaining period of the Board of Directors' term as per Prime Ministerial Decree No. (1211) of 2013, as of 23rd October 2013.
- The employment term of Mr. Moaz Kamel Helfaya, the employees' representative on the Board of Directors of the Company, ended due to him having reached the legal age for retirement as of 30th September 2013.
- The nomination of Mr. Moustafa Mahmoud Ahmed Soliman to act as the employees' representative on the Boardof Directors of the Company in lieu of Mr. Moaz Kamel Helfaya on 20th October 2013.
- The nomination of Mr. Mohamed Helmy Mohamed Dorra (Chairman of the General Syndicate) to act as the employees' representative on the Board of Directors of the Company in lieu of Mr. Moustafa Mahmoud Ahmed Soliman (a member on the Board of Directors of the Syndicate) on 8th December 2013.
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Resolution No.11
The Ordinary General Assembly of Telecom Egypt held on Monday, 31st of March 2014, by unanimous vote of the Shareholders present and represented in the Meeting, approved Authorizing the Board of Directors of the Company to take necessary actions to sell some of the Company's unused land plots that are owned by the Company and not needed for the Company's current or future activities if required for investments related to the Company's activity as follows:
1- The two land plots adjacent to the satellite station in Maadi, the first of which has an area of 42,746 square meters and the second 6,667 square meters;
2- The Networks Workshop land plot adjacent to Al Rawda Telephone Exchange, with an area of 1,086 square meters; and
3- The land plot located at El Mourshidi Street with an area of 282.9 square meters;
Provided that, the Board shall study the selling process for the aforementioned land plots without selling except after presenting the matter to the General Assembly and finalizing all legal procedures and obtaining the approvals of the competent governmental authorities.
Omar Elsheikh
Chairman