Ordinary General Assembly
- The Ordinary General Assembly shall convene at least once a year within three months of the end of the fiscal year whenever necessary.
(who invites it ?)
The Director of the Board may invite the Ordinary General Assembly within the three months following the end of the fiscal year of the Company.
- the board of directors may decide to convene the Ordinary General Assembly whenever necessary.
- The Board of Directors shall invite upon the Ordinary General Assembly, if requested by the auditor or a number of shareholders, representing at least 5% of the Company’s capital, provided that they deposit their shares in the company’s center or one of the approved banks and undertake not to withdraw these shares until after the dissolution of the company. With the knowledge of arrival or delivery to the headquarters of the company in exchange for a receipt and clarify the request reasons for convening the meeting.
- The auditor may invite the Ordinary General Assembly to convene in the case of failure of the Board of Directors from the invitation, although it is necessary in case of loss of the company half of its capital.
5 – The General Authority for Investment may invite the Ordinary General Assembly to be held in the event of failure of the Board of Directors to invite them, although it is obligatory.
As well as in the case of a shortage of the members of the Board of Directors from the minimum of the meeting or abstained members of the minimum to attend
- The liquidators may request the convening of the Ordinary General Assembly during the liquidation period.
(Send of the invitation)
The invitation to the shareholders shall be sent to their registered addresses by registered mail or by notification by hand, in return for a receipt, indicating the company’s data, date and time of the first and second meeting in case of quorum for the first meeting.
Invitations are also sent to the General Investment Authority, the General Authority for Financial Supervision and the Auditor.
No transfer of share ownership may be made from the date of the invitation to the Assembly until the dissolution of the Assembly.
It is the parties that invite the meeting to the Assembly that determine the agenda of the meeting.
(5%) of the Company’s shares may request the inclusion of certain matters on the agenda by registered letter or handover in return for a receipt at the company’s headquarters addressed to the company’s board of directors. They shall deposit their shares in the company’s headquarters or one of the approved banks.
Such request shall be made at least ten days prior to the first meeting of the Assembly.
(Discussion of the agenda)
Original: The Ordinary General Assembly may not discuss and discuss other matters on the agenda.
However, an exception is that the General Assemble has the right to deliberate on the serious facts unfolding during the meeting.
Matters on the agenda may not be changed if the meeting is adjourned to another date if the quorum is not completed at the first meeting.
First: Attendance of shareholders:
The attendance of the shareholders of the Ordinary General Assembly shall be personally or by written proxy to be fixed. The agent is not required to be a shareholder.
The shareholder who is not a member of the Board of Directors may not appoint a member of the Board of Directors.
The presence of a parent or guardian and the representative of the legal person shall be regarded as presence of the principle.
The proxy may be acting on behalf of one or more meetings of the General Assembly. The power of attorney shall be valid in the case of postponement of the second date of the meeting in the event of the quorum being not completed at the first date of the meeting.
Required to the validity of the meeting shall be valid quorum of the shareholders attendance
Second: – Attendance of the members of the Board of Directors:
The meetings of the Ordinary General Assembly shall be attended by the Board of Directors with the quorum specified for social health, which is the majority of its members. In the absence of a quorum, the meeting shall be invalid and contrary to the law.
The auditor shall be present and in case of non-attendance, the meeting shall be invalid and shall be contrary to law.
The General Authority for Investment and the General Authority for Financial Supervision shall be entitled to attend, but in case of non-attendance, the meeting shall not be canceled.
(Presidency of the Ordinary General Assembly)
Original The meeting is chaired by the Chairman of the Board.
But an exception in cases where the road is not called on the board of directors shall be the chairperson of the meeting of the person or representative of the body calling for the meeting.
(Secretary of the list of votes)
At the beginning of the meeting, the President of the Ordinary General Assembly shall appoint a Secretary of the Assembly and the Assembly of Voices. The Assembly shall approve their appointment and may be appointed by non-shareholders.
The chairman of the meeting shall request the auditor and the registrars to determine the attendance of the shareholders and to prove this in the register of attendance and signature.
(The quorum of meeting and voting)
The Ordinary General Meeting shall not be valid unless there are shareholders represented by the Company, provided that it shall not exceed one half and not less than one quarter.
If the quorum is not completed at the first meeting, a second meeting shall be called and the second meeting shall be considered valid regardless of the attendance.
The second meeting may be scheduled for the first meeting
The resolutions of the Ordinary General Assembly shall issue an absolute majority (51%) for the number of shares represented at the meeting unless the system requires a higher percentage.
(Terms of Reference of the Ordinary General Assembly)
- Consideration of the auditor’s report and decision.
- Consideration of the report of the Board of Directors and a resolution.
- Ratify the budget and profit and loss account.
- Approval of distribution of dividends to shareholders and employees.
Determination of the remuneration and allowances of directors.
Appointing the auditor and determining his fees.
- Election of directors if required.
First: – Financial matters: –
1 – Stop the reserve of legal reserve if it equals half of the issued capital.
2 – Composition of reserves other than the two.