29 Jul 2009 13:45
telecom egypt s.a.e.
resolutions of the ordinary general assembly
convened on wednesday, july 29, 2009 at 12:00 p.m.
Resolution No. 1
The Ordinary General Assembly of Telecom Egypt, which convened on Wednesday, July 29, 2009, has by unanimous vote of the shareholders present and represented at the OGM, approved the election of the members of the Board of Directors for a new term of the upcoming three years commencing from August 12, 2009, in light of the end of the current term of the Board of Directors, on Tuesday, August 11, 2009, whereby the Board will consist of eleven members in accordance with the provisions of Article 21 of the Statutes of the Company as per the following:
seven members appointed by a decree of the Prime Minister upon the recommendations of the Minister of Communication and Information Technology consist of:
Mr. Akil Hamed Beshir
Dr. Mokhtar Abdel-Moneim Khattab
Mr. Ahmed Bahaa Eldin El Qassas
Dr. Adel Rashad Danash
Mrs. Azza Mohamed Torky
Mr. Mohamed Abdel-Raheem
Mr. Tarek Mohamed Salah Eldin Tantawy
one member representing the Company's employees who shall be nominated by the Employees' Union from among the Company's employees, being:
Mr. Farghaly Bakry Selem
three members selected by virtue of the Board of Directors' Resolution No. 1889 dated July 20, 2009 in light of the fact that the Company has not received any nominations by the Shareholders as of the deadline specified in the published invitation and given that Article 21 provides: "in the event the shareholders, other than the Government, fail to nominate three Independent Directors or nominate less than three Directors or in the event the nominees do not meet the independence criteria set forth in Article 21 of the Statutes, then the Board of Directors may nominate Independent Directors to complete the requite number of Independent Directors to be nominated provided that they meet the independence criteria." Thus, the members selected by the Board consist of:
Mrs. Neveen Hamdy El-Tahry
Mr. Hesham Mekkawy
Mr. Hassan Abdallah
The above-mentioned nominees meet the criteria set forth under Article 21 of the Statutes, which are as follows:
(S)he has not been an employee of the Company or any of its subsidiaries within the last five years;
(S)he has not had within the last three years, a material business relationship with the Company either directly, or as a partner, shareholder, director or senior employee of a body that has such a relationship with the Company;
(S)he has not received or receives additional remuneration from the Company apart from a director's fee, participates in the Company's share option or a performance-related pay scheme, or is a member of the Company's pension scheme;
(S)he does not have close family ties (i.e. up to the fourth degree) with any of the Company's directors or the Executive Director or the Deputy Executive Directors;
(S)he does not hold cross directorships or have significant links with other directors through involvement in other companies or bodies;
(S)he does not represent a significant shareholder of the Company; and
(S)he has not served on the Board of Directors for nine years or more from the date of their first election.
The above is with due consideration to the fact that the former members of the Board of Directors shall be released from all liability in connection with their management of the Company for the fiscal year ended on December 31, 2008, by virtue of the General Assembly convened to approve the financials of the Company in connection with the fiscal year ended on December 31, 2008.
Resolution No. 2
The Ordinary General Assembly of Telecom Egypt, which convened on Wednesday, July 29, 2009, has by unanimous vote of the shareholders present and represented at the OGM, approved the incorporation of a holding company to be owned by Telecom Egypt in accordance with the provisions of the Capital Market Law No. 95 of 1992 and its Executive Regulations. Telecom Egypt shall own 99.95% of the shares represented by 499,750 shares, whereas TE Data shall own 0.025% and Xceed shall own 0.025% represented by 125 shares of the holding company for each company.
___
Eng. Akil Hamed Beshir
Chairman and Chief Executive Officer
http://www.rns-pdf.londonstockexchange.com/rns/4853W_-2009-7-29.pdf
Telecom Egypt S (TEEG)