April 23 rd General Assembly. meeting. activity of. Sharkia Governorate. Authority to. Head Office

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1 Brief on the Resolutions Adopted by the Extraordinary General Assembly Of El Sewedy Electric, SAE April 23 rd 2014 The Extraordinary General Assembly of El Sewedy Electric convened at 04 pm on Wednesday, 23 rd of April 2014,at El Sewedy Premises, plot 27,1 St District, 5 th settlement, new Cairo,Cairo. The meeting was presided by the Chairman Board of Directors Mr. Sadek Ahmed Sadek El Sewedy. After deliberations, the following resolutionss were adopted: Resolution No. 1 The Amendment of Articles 4, 21,28,,29,48 Statute Company. First: Amending Article 4 Statutes: Article 4 before amendment: The Company s head office, its legal domicile shall be at Heliopolis, 14 Baghdad St., El Korba. Place and site of practicing the activity factory: 10 th of Ramadan City, Sharkia Governorate. The place and site of practicing the activity of power plants shall be allover the Republic excepting North and South Sinai Governorates and El Kantara Chark. The Board of Directors may establish branches, offices or agencies in the Arab Republic of Egypt or abroad; except in Sinai Peninsula Zone should be by previous consent Authority to open branches therein. If the head office company, or the site of practicing its activity, its present branch or that intended to be established in the border zones or governorates (North and South Sinai Aswan Matrouh New Valley Red Sea);the approval by the Chairman General Authority for Investment and Free Zones thereof should be obtained. Article 4 after amendment: The Company s head office, its legal domicile shall be at Plot No. 27,1 st District, 5 th Settlement, New Cairo, Cairo. Place and site of practicing the activity factory: 10 th of Ramadan City, Sharkia Governorate. The place and site of practicing the activity of power plants shall be all over the Republic excepting North and South Sinai Governorates and El Kantara Chark. The Board of Directors may establish branches, offices or agencies in the Arab Republic of Egypt or abroad; except in Sinai Peninsula Zone should be by previous consent Authority to open branches therein.

2 If the head office company, or the site of practicing its activity, its present branch or that intended to be established in the border zones or governorates (North and South Sinai Aswan Matrouh New Valley Red Sea);the approval by the Chairman General Authority for Investment and Free Zones thereof should be obtained. Second: Amending Article 21 Statutes: Article 21 before amendment: The Company shall be managed by a Board of Directors formed of seven (7) members to be appointed by the General Assembly. A juridical person may be represented by more than one member Board of Directors. The Company s General Assembly appointed the following Board of Directors: Name 1 Mr. Sadek Ahmed Elsewedy 2 Mr. Ahmed Ahmed Sadek Elsewedy 3 Mr. Mohamed Ahmed Sadek Elsewedy 4 Mr. Amr Mohamed Labib 5 Mr. Hesham El Khezindar 6 Mr. Mohamed Assem ElGohary 7 Mr. Hany Gamal ElDin Mohamed Mahmoud Nationality Capacity Non Executive Chairman Managing Directorr Article 21 after amendment: The Company shall be managed by a Board of Directors formed of Five (5) members at the least and eleven (11) members at the most, to be appointed by the General Assembly. A juridical person may be represented by more than one member at the Board of Directors meeting. The Company s General Assembly appointed the following Board of Directors: Name 1 Mr. Sadek Ahmed Elsewedy 2 Mr. Ahmed Ahmed Sadek Elsewedy 3 Mr. Mohamed Ahmed Sadek Elsewedy 4 Mr. Amr Mohamed Labib 5 Mr. Hesham El Khezindar 6 Mr. Ahmed Fekry Abd El Wahab 7 Mr. Hany Gamal ElDin Mohamed Mahmoud Nationality Capacity Non Executive Chairman Managing Directorr Third: Amending Article 28 Statutes: Article 28 before amendment: Without prejudice to Article 26 Statutes, a Board of Directors meeting shall not be validly constituted unless attended by at least 80% Board members, among which

3 shall be the Chairman or the Deputy Chairman, after the lapse of at least seven (7) days from the date invitation for the convention meeting. In the event the Board meeting is not held due to the lack of sufficient quorum, the Board meeting shall convene within three (3) days from the date set for the first meeting to discuss the same items on the first meeting s agenda, in which case, the second meeting shall be validly constituted if attended by the majority Board members, among which shall be the Chairman or his Deputy. For the purpose of calculating the quorum of a meeting, the number of representatives of a juridical person must be taken into consideration regardingg the number of representatives attending the meeting. Article 28 after amendment: A Board of Directors meeting shall not be validly constituted unless attended by the majority Board members and at least three (3) members, among which shall be the Chairman or a delegated person by the Chairman. For the purpose of calculating the quorum of a meeting, the number of representatives of a juridical person must be taken into consideration regarding the number of representatives attending the meeting. Fourth: Amending Article 29 Statutes: Article 29 before amendment: Resolutions Board of Directors shall be adopted by the majority of members attending and represented at the meeting, with the exception following resolutions which require the consent of at least 80% Board members attending or being represented at the meeting: 1 To dispose of or acquire an asset or a group same kind of assets with a book value exceeding USD 10 million or its equivalent, whether such disposal or acquisition involves the Company or any of its affiliates. 2 The scheduling debts, dues or liabilities, or the guarantee of any debts, dues or liabilities in favor of others which do not fall within the regular conduct of business, and which exceed USD 30 million or the equivalent thereof, whether this involves the Company or any of its affiliates. 3 Disposing Company interests in any Company affiliates in the event its participation exceeds USD 20 million or its equivalent in the total earnings or income of the Company according to the last audited collective financial statementss Company. 4 Forming or cancelling committees Company, the appointmen members of such committees and their replacement, in addition to amending the assignments of such committees and their scope of authorities. 5 Amending the composition Company s Board of Directors, recomposing same, determining the authorities and capacities members thereof and proposing any of the foregoing to the Company s General Assembly. 6 Increasing the Company s issued capital within the limit of its authorized capital or proposing to the Company s Extraordinary General Assembly an increasee Company s capital.

4 7 Proposing to the Company s General Assembly the distribution or forwarding annual or periodical dividends or disposing thereof by any means. Article 29 after amendment Resolutions Board of Directors shall be adopted by the majority of members attending and represented in the meeting, unless the General Assembly determines a higher quorum. Fifth: Amending Article 48 Statutes: Article 48 beforee amendment: The Extraordinary General Assembly shall convene upon the invitation extendedd by the Board of Directors. The Board of Directors shall call for such meeting if so requested by a number of shareholderss representing at least 10% capital for extraordinary reasons, provided that they deposit their shares at the Company head office or at any authorized banks, whichh may not be withdrawn until after the close meeting. In the event the Board of Directors does not call for a meeting within one month as date of such request, those submitting the request may present same to the administrative authority in charge of calling for the meeting according to the provisionss Law. The Extraordinary General Assembly shall not be validly constituted unless attended by shareholders representing at least 75% Company s capital. In the event such quorum is not met at the first meeting, a call for a second meeting shall take place within thirty (30) days following the date set for the first meeting. The second meeting shall be deemed validly constituted if attended by a number of shareholders representing at least 70 % capital. Resolutions Extraordinary General Assembly shall be adopted by the majority of two third shares represented at the meeting unless the resolution concerns the increase or decrease capital, the pre date or the merger thereof, in which case the resolution shall be dissolution Company, the alteration original object Company adopted by the majority of three quarter shares represented at the meeting.

5 Article 48 after amendment: 1 The Extraordinary General Assembly shall convene upon the invitation extendedd by the Board of Directors. The Board of Directors shall call for such meeting if so requested by a number of shareholderss representing at least 10% capital for extraordinary reasons, provided that they deposit their shares at the Company head office or at any authorized banks, whichh may not be withdrawn until after the close meeting. In the event the Board of Directors does not call for a meeting within one month as date of such request, those submitting the request may present same to the administrative authority in charge of calling for the meeting according to the provisionss Law. 2 The Extraordinary General Assembly shall not be validly constituted unless attended by shareholders representing at least 50% Company s capital. In the event such quorum is not met at the first meeting, a call for a second meeting shall take place within thirty (30) days following the date set for the first meeting. The second meeting shall be deemed validly constituted if attended by a number of shareholders representing at least 25% capital. 3 Resolutions Extraordinary General Assembly shall be adopted by the majority of two third shares represented at the meeting unless the resolution concerns the increase or decrease capital, the pre date or the merger thereof, in which case the resolution shall be dissolution Company, the alteration original object Company adopted by the majority of three quarter shares represented at the meeting. Resolution No. 2: date The Postponement of consideration of article 2 Agenda to a later