27th Jul 2006 07:00
Telecom Egypt S.A.E27 July 2006 Telecom Egypt Invitation to the Ordinary General Assembly Of Telecom Egypt S.A.E. Scheduled to Convene on August 12, 2006 The Board of Directors of Telecom Egypt S.A.E. has the privilege to invite theshareholders of the Company to attend the Ordinary General Assembly of theCompany scheduled to convene at 2:00 p.m., on Saturday, August 12, 2006, atMovenpick Resort Cairo-Pyramids Alexandria Road, Giza, Egypt. Such is for purpose of discussion of the following agenda: 1. Consideration of the election of the of the members of the Board of Directors for a new term for 3 years in accordance with Article 22 of the Statutes and the election of three Independent Members to the Board who fulfill the requirements set forth under Article 21 of the Statutes, providing as follows: The three Independent Members shall be nominated for election by the General Assembly by shareholders, other than the Government, holding 1% or more of the outstanding share capital of the Company or by a decision of the Board of Directors. The Independent Members must meet the following criteria: (1) he has not been an employee of the Company or any of its subsidiaries within the last five years; (2) 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; (3) he has not received or receives additional remuneration from the Company apart from a director's fee, participates in the Company's share option, if any, or a performance-related pay scheme, or is a member of the Company's pension scheme; (4) he does not have close family ties (i.e. up to the fourth degree) with any of the members of the Company's Board of Directors or the Chief Executive Officer and the Deputy Chief Executive Officers; (5) he does not hold cross directorships or have significant links with other directors through involvement in other companies or bodies; (6) he does not represent a significant shareholder of the Company; and (7) he has not served on the Board of Directors for more than nine years from the date of their first election. 2. Consideration of the appointment of the Managing Director (the Chief Executive Officer) for another one year term in accordance with Article 25 of the Statutes, the provisions of which state, inter alia, that: • The Board of Directors may appoint from among its members a Managing Director to be named the Chief Executive Officer of the Company; and • The Chief Executive Officer who is above the age of 60 shall be appointed and re-appointed annually by virtue of a resolution of the Ordinary General Assembly. 3. Consideration of the approval of the exchange of a plot of land allocated to the Company in the Smart Village (Plot A-1) for another plot of land of equal area in the Smart Village and such exchange shall be carried out with the Ministry of Communication and Information Technology. We also draw the shareholders' attention to the following: (a) The Ordinary General Assembly shall not be validly held unless attended by the number of shareholders representing 50% of the capital of the Company. (b) Each shareholder shall be entitled to attend the Ordinary General Assembly of the shareholders either in person or by proxy to another shareholder who is not a member of the Board of Directors. To be valid, a proxy must be issued by means of a written power of attorney and the representative must be a shareholder. Any shareholder may not represent by proxy in the Ordinary General Assembly a number of votes exceeding ten percent (10%) of the nominal shares of the Company's capital or twenty percent (20%) of the shares present at the Meeting. (c) Shareholders wishing to attend the General Assembly shall submit a certified statement issued by one of the bookkeeping companies indicating the shares they own and indicating that the balance of shares reflected in the statement has been blocked until completion of the General Assembly. The foregoing must be effected at least three days prior to the date of convening the Ordinary General Assembly. (d) Applications for nomination to membership on the Board of Directors as Independent Members who satisfy the conditions specified in the invitation shall be submitted within a period not later than 2:00 p.m. on August 5, 2006, on the form prepared for that purpose and attaching thereto the nominee's CV (reflecting their full names, age, experience and positions held during the previous years, particularly in other companies, and whether they are employees of Telecom Egypt and the number of shares owned in Telecom Egypt) as well as a copy of the nominee's form of identification and/or a copy of the nominee's passport with respect to nominees who are non-Egyptian. All of the foregoing should be submitted by the aforementioned deadline at the Company's head office located at 26 Ramses Street, the Investor Relations Department, 3rd Floor during official working hours. Any applications submitted after such time-periods shall not be accepted. (e) Any questions concerning the items of the agenda to be presented to the General Assembly must be submitted in writing at the head office of the Company located at 26 Ramses Street, the Investor Relations Department, 3rd Floor either by registered mail or hand delivery in exchange for a receipt at least three days prior to the date the General Assembly convenes. (f) Discussions at the General Assembly shall be limited to the items on the agenda. (g) Attendance of the General Assembly shall only be limited to the shareholders without being accompanied by any other parties and attendees must be present enough time before the General Assembly to allow for registration of attendance in the registers. (h) The documents that are required to be made accessible to the shareholders prior to the OGM shall be available at the head office of the Company located at 26 Ramses Street, the Investor Relations Department, 3rd Floor. Chairman Eng. Akil Hamed Beshir TELECOM EGYPT BOARD OF DIRECTORS' NOMINATORS APPLICATION FORM FOR NOMINATION OF: (_____________________) +---------------------------+--------------------+------------------------+|Name of shareholder |Number of Shares |Percentage of Capital || |Owned | |+---------------------------+--------------------+------------------------+| 1. | | |+---------------------------+--------------------+------------------------+| 2. | | |+---------------------------+--------------------+------------------------+| 3. | | |+---------------------------+--------------------+------------------------+| 4. | | |+---------------------------+--------------------+------------------------+| 5. | | |+---------------------------+--------------------+------------------------+| 6. | | |+---------------------------+--------------------+------------------------+| 7. | | |+---------------------------+--------------------+------------------------+| 8. | | |+---------------------------+--------------------+------------------------+| 9. | | |+---------------------------+--------------------+------------------------+| 10. | | |+---------------------------+--------------------+------------------------+| 11. | | |+---------------------------+--------------------+------------------------+| 12. | | |+---------------------------+--------------------+------------------------+| 13. | | |+---------------------------+--------------------+------------------------+| 14. | | |+---------------------------+--------------------+------------------------+| 15. | | |+---------------------------+--------------------+------------------------+| 16. | | |+---------------------------+--------------------+------------------------+| 17. | | |+---------------------------+--------------------+------------------------+| 18. | | |+---------------------------+--------------------+------------------------+| 19. | | |+---------------------------+--------------------+------------------------+| 20. | | |+---------------------------+--------------------+------------------------+| 21. | | |+---------------------------+--------------------+------------------------+| 22. | | |+---------------------------+--------------------+------------------------+| 23. | | |+---------------------------+--------------------+------------------------+| 24. | | |+---------------------------+--------------------+------------------------+| 25. | | |+---------------------------+--------------------+------------------------+| 26. | | |+---------------------------+--------------------+------------------------+| 27. | | |+---------------------------+--------------------+------------------------+| 28. | | |+---------------------------+--------------------+------------------------+| 29. | | |+---------------------------+--------------------+------------------------+| 30. | | |+---------------------------+--------------------+------------------------+| 31. | | |+---------------------------+--------------------+------------------------+| 32. | | |+---------------------------+--------------------+------------------------+| 33. | | |+---------------------------+--------------------+------------------------+| 34. | | |+---------------------------+--------------------+------------------------+| 35. | | |+---------------------------+--------------------+------------------------+| 36. | | |+---------------------------+--------------------+------------------------+| 37. | | |+---------------------------+--------------------+------------------------+| 38. | | |+---------------------------+--------------------+------------------------+| 39. | | |+---------------------------+--------------------+------------------------+| 40. | | |+---------------------------+--------------------+------------------------+| 41. | | |+---------------------------+--------------------+------------------------+| 42. | | |+---------------------------+--------------------+------------------------+| 43. | | |+---------------------------+--------------------+------------------------+| 44. | | |+---------------------------+--------------------+------------------------+| 45. | | |+---------------------------+--------------------+------------------------+| 46. | | |+---------------------------+--------------------+------------------------+| 47. | | |+---------------------------+--------------------+------------------------+| 48. | | |+---------------------------+--------------------+------------------------+| 49. | | |+---------------------------+--------------------+------------------------+| 50. | | |+---------------------------+--------------------+------------------------+ TELECOM EGYPT BOARD OF DIRECTORS' NOMINEE APPLICATION FORM +---------------------------+--------+-------------------------------------+|Name |: | |+---------------------------+--------+-------------------------------------+|Date of Birth |: | |+---------------------------+--------+-------------------------------------+|Nationality |: | |+---------------------------+--------+-------------------------------------+|Address |: | |+---------------------------+--------+-------------------------------------+|Academic Credentials and |: | ||Date of Acquiring Same | | |+---------------------------+--------+-------------------------------------+|Current Employment |: | |+---------------------------+--------+-------------------------------------+|Prior Experience |: | |+---------------------------+--------+-------------------------------------+|Training Programs |: | |+---------------------------+--------+-------------------------------------+|If a current Board member |: | ||of the Company, please | | ||indicate position on the | | ||Board and the date of | | ||appointment to that | | ||position | | |+------+--------------------+--------+-------------------------------------+| |Representative of | |Name of corporate entity: || |corporate | | || |shareholders | | |+------+--------------------+--------+-------------------------------------+| |Representative of | |Number of shares owned || |other shareholders | |in the Company: || | | | |+------+--------------------+--------+-------------------------------------+| |Chairman | |Involved in Actual Management || | | | || | | | || | | | || | | |Not Involved in Actual Management || | | | || | | | |+------+--------------------+--------+-------------------------------------+| |Vice Chairman | | |+------+--------------------+--------+-------------------------------------+| |Managing Director | | |+------+--------------------+--------+-------------------------------------+| |Board Member and | | || |General Manager | | |+------+--------------------+--------+-------------------------------------+| |Board Member | | |+------+--------------------+--------+-------------------------------------+ Date: Signature: Membership on the board of directors of other companies or banks whether innominee's personal capacity or as a representative of an entity: 1.___________________________ 2. ___________________________ 3. ___________________________ Membership on the board of directors of joint stock companies in nominee'scapacity as an owner of 10% or more of the shares of those companies: 1.___________________________ 2. ___________________________ 3. ___________________________ Companies owned by the nominee or in which the nominee is employed and which maypose a conflict of interest between the activities of such companies and thenominee's membership on the Board of Directors of the Company: 1.___________________________ 2. ___________________________ 3. ___________________________ Other work carried out by the nominee: 1.___________________________ 2. ___________________________ 3. ___________________________ Is the nominee a member of Parliament or the Shoura Council? Any other comments the nominee wishes to add: Date: Signature: DECLARATION BY INDEPENDENT NOMINEE IN ACCORDANCE WITH ARTICLE 22 OF THE STATUTES OF THE COMPANY AND LAW NO. 159 OF 1981 +---------------------------------------------------+----------+-----------+ | | Yes | No |+---------------------------------------------------+----------+-----------+|(1) he has not been an employee of the Company or | | ||any of its subsidiaries within the last five years;| | || | | || | | |+---------------------------------------------------+----------+-----------+|(2) 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; | | |+---------------------------------------------------+----------+-----------+|(3) he has not received or receives additional | | ||remuneration from the Company apart from a | | ||director's fee, participates in the Company's share| | ||option, if any, or a performance-related pay | | ||scheme, or is a member of the Company's pension | | ||scheme; | | |+---------------------------------------------------+----------+-----------+|(4) he does not have close family ties (i.e. up to | | ||the fourth degree) with any of the members of the | | ||Company's Board of Directors or the Chief Executive| | ||Officer and the Deputy Chief Executive Officers; | | |+---------------------------------------------------+----------+-----------+|(5) he does not hold cross directorships or have | | ||significant links with other directors through | | ||involvement in other companies or bodies; | | || | | |+---------------------------------------------------+----------+-----------+|(6) he does not represent a significant shareholder| | ||of the Company; and | | || | | || | | |+---------------------------------------------------+----------+-----------+|(7) he has not served on the Board of Directors for| | ||more than nine years from the date of their first | | ||election. | | || | | |+---------------------------------------------------+----------+-----------+|(8) he is not a public servant or employed by a | | ||public sector company and he has not violated the | | ||provisions of Articles 89, 177, 178, 179 and 180 of| | ||Law No. 159 of 1981 concerning Joint Stock | | ||Companies, Partnerships Limited by Shares and | | ||Limited Liability Companies. | | || | | || | | |+---------------------------------------------------+----------+-----------+ Date: Signature: Enclosures: • Letter by shareholders owning 1% of the shares of the Company nominating the independent nominee; • Nomination Form to be filled by nominators of independent directors; • Certificate from the bookkeeping company of the shareholders who are nominating the independent nominee and who own 1% of the shares of the Company and evidencing that the shares owned by such persons shall be blocked until the completion of the OGM; • Nominee's Identification; • Nominee's CV; and • Copy of the Nominee's Academic Credentials. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Telecom Egypt S