The Extraordinary General Assembly
The extraordinary General Assembly shall convene whenever necessary
The Chairman of the Board may invite them in case of necessity.
The Board of Directors must invite the extraordinary general assembly, if requested by the auditor or shareholders who own at least 10% of the capital, for serious reasons provided that they deposit their shares in the company’s center or one of the approved banks and undertake not to withdraw these shares. It is recommended to know the receipt or to deliver it to the company’s premises in return for a receipt and to explain in the request the reasons for holding the meeting
The General Authority for Investment may invite to the extraordinary General Assembly in case of submission of a request from shareholders from the Board of Directors and one month from the date of the request and the failure of the Council for the invitation
The Board of Directors may invite them if the losses of the Company in one financial year exceed more than half of the capital according to the last financial statements of the Company to consider the dissolution or continuation of the Company
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 ownership of shares 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.
The shareholders holding 10% of the company’s shares may request the inclusion of certain issues on the agenda by registered letter or delivered by hand in exchange for a receipt at the company’s headquarters addressed to the board of directors of the company and they shall deposit their shares in the company’s headquarters or one of the approved banks and undertake not to withdraw their shares until dissolution of the association.
Such request shall be made at least ten days prior to the first meeting of the Assembly.
Discussion of the agenda:
The Extraordinary General Assembly shall not debate or discuss in any other matters outside the agenda
Matters on the agenda may not be changed if the meeting is delayed to another date in the case of the quorum is not completed at the first meeting.
First: Attendance of shareholders
The presence of the shareholders of the extraordinary General Assembly shall be personally or by authorized person and the power of attorney will not be valid if it is not written. The agent is not required to be a shareholder. The shareholder other than the members of the board of directors may not appoint an agent from the members of the board of directors.
Second: Attendance of the members of the Board of Directors
The meetings of the Extraordinary 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
The chairmanship of the meeting:
The meeting is chaired by the Chairman of the Board.
However, in cases where the Board of Directors is not invited, the chairmanship of the meeting shall be for the person or entity representative invited to the meeting.
Secretary and sound collectors:
The chairman of the Extraordinary General Assembly shall appoint at the beginning of the meeting a Secretary of the Assembly and the tellers.
The Assembly shall approve their appointment and may be appointed by non-shareholders.
The chairman of the Meeting shall request the Auditor and the tellers to determine the attendance of the shareholders and shall record this in the attendance register and sign it.
Quorum of meeting and voting:
The Extraordinary General Meeting of the General Assembly shall not be valid unless shareholders present at least half of the capital are present and the Statute may provide for a higher percentage.
If the minimum of attendance is not met at the first meeting, the second meeting shall be convened and the second meeting shall be valid if attended by shareholders representing at least one quarter of the capital.
The resolutions of the Extraordinary General Assembly shall be issued by a two-thirds majority of the capital represented in the meeting, unless the decision relates to reduction or increase of the capital or the dissolution of the company prior to the date or the change of the original purpose or its mergers, provided that the decision is issued by three quarters of the capital represented at the meeting.
: Extraordinary general assemble Authorizations
- Amendments to the Company’s Articles of Association provided that this does not result in an increase in the shareholders ‘obligations unless the shareholders approve the amendment. Any decision issued by the extraordinary general assembly shall prejudice the basic shareholders’ rights as a partner.
- Increase the authorized capital.
- Approval of capital increase in shares and provided for in the Articles of association .
- Addition of purpose that is complementary connected or close to the Company’s original purpose.
- Submit a suggestion to change the original purpose of the company to the General Authority for Investment.
- Modification of rights, features or restrictions relating to types of shares.
- Extending, shortening or resolving the company before its date or changing the percentage of loss resulting from the company’s forced dissolution or merger of the company.
- Change the legal form of the A company limited by shares.
The Companies Law No. 159 of 1981 provides for the following penalties:
Article (161) provides that without prejudice to the right to claim compensation, any action, transaction or decision contrary to the rules set out in this law or issued by the extraordinary joint stock company’s assembles, which is not in dispute with the arbitrator, shall be null and void. To set a time limit not exceeding six months to correct the invalidity if possible.
In the case of a multiplicity of those due to them the cause of invalidity they will be responsible for Joint compensation.
A claim of invalidity may not be filed after three years have elapsed from the date of their knowing the contrary decision. If this decision is not fraudulent, the right to file a claim in this case shall not be waived unless fifteen years have elapsed from the date of issuance of the decision.