The Extraordinary General Assembly of El Sewedy Electric, SAE. Held on January 30 th 2012

Transcription

1 The Extraordinary General Assembly of El Sewedy Electric, SAE Held on January 30 th 2012 First: Reviewing Article 21 of the Statutes: After deliberations, the Extraordinary General Assembly approved the amendment of Article 21 of the Article 21 before amendment: The Company shall be managed by a Board of Directors formed of three (3) 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. Article 21 after amendment: The Company shall be managed by a Board of Directors formed of nine (9) members to be appointed by the General Assembly. A juridical person may be represented by more than one member of the Board of Directors. The Board of Directors may add members of expertise. The Company s General Assembly appointed the following Board of Directors: Name Nationality Capacity 1 Mr. Sadek Ahmed Elsewedy Egyptian Non Executive Chairman 2 Mr. Ahmed Ahmed Sadek Elsewedy Egyptian Managing Director 3 Mr. Mohamed Ahmed Sadek Elsewedy Egyptian Board Member 4 Mr. Ahmed Sadek ElSewedy Egyptian Board Member 5 Mr. Amr Mohamed Labib Egyptian Board Member of Expertise 6 Mr. Mohamed Hassan Kamal Abdel Salam Egyptian Board Member 7 Mr. Hesham El Khezindar Egyptian Board Member Expertise 8 Mr. Mohamed Assem ElGohary Egyptian Board Member Expertise 9 Mr. Hany Gamal ElDin Mohamed Egyptian Board Member Expertise Mahmoud

2 Second: Reviewing Article 26 of the Statutes: After deliberations, the Extraordinary General Assembly approved the amendment of Article 26 of the Article 26 before amendment: The Board of Directors meetings shall be held at the Company head office whenever the interest of the Company so necessitates upon the invitation extended by the Chairman or upon the request of one third of its members. The Board of Directors shall convene at least three (3) times during each fiscal year. The Board of Directors may also convene outside the Company head office, provided that the meeting is held inside Egypt and that all Board members are present or represented at the meeting. In urgent cases, as estimated by the Board of Directors, the Board meetings may be held abroad, provided that all Board members are present or represented at the meeting. Article 26 after amendment: Without prejudice to Article 28 of the Statutes, the Board of Directors meetings shall be held at the Company head office whenever the interest of the Company so necessitates, upon the invitation extended by the Chairman or upon the request of one third of its members. The Board of Directors shall convene at least four (4) times during each fiscal year. The Board of Directors may convene outside the Company s head office either inside or outside Egypt provided that all the board members attend in person or by proxy, also The Board of Directors may convene by means of conference call, video call or any other means of distant communication, provided that all Board members are present, whether in person or by proxy. The resolutions of the Board of Directors may be adopted by presenting them in writing, provided that the minutes of meeting are accepted and signed by all the Board members and the minutes are registered in the Company s books. Third: Reviewing Article 28 of the Statutes: After deliberations, the Extraordinary General Assembly approved the amendment of Article 28 of the Article 28 before amendment: A Board of Directors meeting shall not be validly constituted unless attended by the majority of the Board members and at least three (3) members, among which shall be the Chairman or the

3 Deputy 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. Article 28 after amendment: Without prejudice to Article 26 of the Statutes, a Board of Directors meeting shall not be validly constituted unless attended by at least 80% of the Board members, among which shall be the Chairman or the Deputy Chairman, after the lapse of at least seven (7) days from the date of the invitation for the convention of the 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 of the 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 regarding the number of representatives attending the meeting. Fourth: Reviewing Article 29 of the Statutes: After deliberations, the Extraordinary General Assembly approved the amendment of Article 29 of the Article 29 before amendment: Resolutions of the Board of Directors shall be adopted by the majority of members attending and represented at the meeting, unless the General Assembly determines a higher percentage. Article 29 after amendment Resolutions of the Board of Directors shall be adopted by the majority of members attending and represented at the meeting, with the exception of the following resolutions which require the consent of at least 80% of the Board members attending or being represented at the meeting: 1 To dispose of or acquire an asset or a group of the 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 of the 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.

4 3 Disposing of the Company interests in any of the 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 statements of the Company. 4 Forming or cancelling committees of the Company, the appointment of the 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 of the Company s Board of Directors, recomposing same, determining the authorities and capacities of the 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 increase of the Company s capital. 7 Proposing to the Company s General Assembly the distribution or forwarding of the annual or periodical dividends or disposing thereof by any means. Fifth: Reviewing Article 48 of the Statutes: After deliberations, the Extraordinary General Assembly approved the amendment of Article 48 of the Article 48 before amendment: 1 The Extraordinary General Assembly shall convene upon the invitation extended by the Board of Directors. The Board of Directors shall call for such meeting if so requested by a number of shareholders representing at least 10% of the capital for extraordinary reasons, provided that they deposit their shares at the Company head office or at any of the authorized banks, which may not be withdrawn until after the close of the meeting. In the event the Board of Directors does not call for a meeting within one month as of the 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 provisions of the Law. 2 The Extraordinary General Assembly shall not be validly constituted unless attended by shareholders representing at least 66% of the 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 50% of the capital. 3 Resolutions of the Extraordinary General Assembly shall be adopted by the majority of two thirds of the shares represented at the meeting unless the resolution concerns the increase or decrease of the capital, the pre date dissolution of the Company, the alteration of the original object of the Company or the merger thereof, in which case the resolution shall be adopted by the majority of three quarters of the shares represented at the meeting.

5 Article 48 after amendment: 1 The Extraordinary General Assembly shall convene upon the invitation extended by the Board of Directors. The Board of Directors shall call for such meeting if so requested by a number of shareholders representing at least 10% of the capital for extraordinary reasons, provided that they deposit their shares at the Company head office or at any of the authorized banks, which may not be withdrawn until after the close of the meeting. In the event the Board of Directors does not call for a meeting within one month as of the 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 provisions of the Law. 4 The Extraordinary General Assembly shall not be validly constituted unless attended by shareholders representing at least 75% of the 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 72.5% of the capital. 5 Resolutions of the Extraordinary General Assembly shall be adopted by the majority of two thirds of the shares represented at the meeting unless the resolution concerns the increase or decrease of the capital, the pre date dissolution of the Company, the alteration of the original object of the Company or the merger thereof, in which case the resolution shall be adopted by the majority of three quarters of the shares represented at the meeting. Sixth: Reviewing Article 55 of the Statutes: After deliberations, the Extraordinary General Assembly approved the amendment of Article 55 of the Article 55 before amendment: The net dividends of the Company shall be distributed annually after the deduction of all general expenses and other costs according to the Law and to the applicable Egyptian accounting standards, as follows: 1 The deduction of an amount equivalent to 5% of the dividends to be allocated to form a legal reserve. Such allocation shall cease when the total reserve reaches an equivalent of 20% of the Company s issued capital. Whenever the reserve falls below this limit, such allocation shall be resumed. 2 Afterwards, the distribution of 10% of the dividends among the Company s personnel according to the rules set by the Board of Directors of the Company and ratified by the General Assembly, which may not exceed the total annual wages of the personnel. 3 Distribution of a first portion of dividends, amounting to 5% of the capital, among the shareholders, calculated in prorata with the paid value of the shares of each.

6 4 In case of founder shares in the Company, the share thereof in the dividends shall be paid, provided that it does not exceed 10% of the remaining net dividends. 5 Payment of 10% at the most of the remaining dividends as remuneration for the Board of Directors. 6 The balance of the dividends afterwards shall be distributed among the shareholders as an additional share, shall be forwarded, upon the Board of Director s recommendation, to the following fiscal year, or shall form an extraordinary reserve or an extraordinary depreciation fund. The General Assembly shall be entitled to distribute all or part of the dividends revealed in the periodical balance sheets prepared by the Company provided that an auditor s report shall be attached thereto. Article 55 after amendment: The net dividends of the Company shall be distributed annually after the deduction of all general expenses and other costs according to the Law and to the applicable Egyptian accounting standards, as follows: 1 The deduction of an amount equivalent to 5% of the dividends to be allocated to form a legal reserve. Such allocation shall cease when the total reserve reaches an equivalent of 20% of the Company s issued capital. Whenever the reserve falls below this limit, such allocation shall be resumed. 2 Afterwards, the distribution of 10% of the dividends among the Company s personnel according to the rules set by the Board of Directors of the Company and ratified by the General Assembly, which may not exceed the total annual wages of the personnel. 3 Distribution of a first portion of dividends, amounting to 5% of the capital, among the shareholders, calculated in prorata with the paid value of the shares of each. 4 In case of founder shares in the Company, the share thereof in the dividends shall be paid, provided that it does not exceed 10% of the remaining net dividends. 5 Payment of 10% at the most of the remaining dividends as remuneration for the Board of Directors, provided that equal percentages shall be distributed among the Board members while taking into consideration the multiple representatives of juridical persons when distributing same. 6 The balance of the dividends afterwards shall be distributed among the shareholders as an additional share, shall be forwarded, upon the Board of Director s recommendation, to the following fiscal year, or shall form an extraordinary reserve or an extraordinary depreciation fund. The General Assembly shall be entitled to distribute all or part of the dividends revealed in the periodical balance sheets prepared by the Company provided that an auditor s report shall be attached thereto.