2023-06-05 16:35:02
CONVENING OF THE ORDINARY GENERAL MEETING
SOCIETE EURO-CYCLES S.A
LIMITED COMPANY WITH CAPITAL OF 9,801,000 DT
Unique ID: 0044463T
Headquarters: ZI Kalaa Kébira 4060 Floor
The Board of Directors meeting on March 16, 2023 has the honor to invite the shareholders of EURO-CYCLES SA to the Annual Ordinary General Meeting of Thursday June 15, 2023 at 10 a.m. at the registered office of the company located in the Zone Industrial Kalaa Kebira Sousse, to deliberate on the following agenda:
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Reading and approval of the report of the Board of Directors on the management of the 2022 financial year as well as on the management of the group.
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Reading of the Statutory Auditors’ report on the individual Financial Statements relating to the financial year ended 12/31/2022.
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Reading of the Statutory Auditors’ report on the consolidated financial statements relating to the financial year ended December 31, 2022.
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Review and approval of the individual Financial statements for the year ended December 31, 2022.
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Review and approval of the consolidated Financial Statements for the year ended December 31, 2022.
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Reading of the special report of the auditors and approval of the agreements referred to in articles 200 and 475 of the code of commercial companies.
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Appropriation of the result for the 2022 financial year and distribution of profits.
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Discharge to the members of the board of directors for the management of the 2022 financial year.
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Setting the amount of attendance fees to be allocated to members of the
Board of Directors for the 2022 financial year. -
Renewal of the mandate of Directors Mr. PATRICE GARANDEAU and Mr. MOURAD GHAZI.
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Ratification of the appointment of the Director representing the minority shareholders.
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Approval of the appointment of the two independent directors chosen by the appointments committee
NB:
Any shareholder may be represented by any person in possession of a duly signed special power of attorney preceded by the words “GOOD FOR POWER”.
The board of directors makes available to the shareholders, at the registered office of the company, all the documents necessary for the conduct of this general meeting as provided for by law.
DRAFT RESOLUTIONS OF THE ANNUAL ORDINARY GENERAL MEETING
OF FISCAL YEAR 2022
Draft resolutions that will be submitted for approval to the Annual Ordinary General Meeting of June 15, 2023:
First Resolution:
The General Meeting, following having taken note of the activity reports of the Board of Directors on the management of the 2022 financial year, and following having heard the reading of the reports of the statutory auditors on the individual and consolidated financial statements closed on 31 /12/2022, approves said activity reports, individual and consolidated financial statements for the year ended 31/12/2022.
The individual financial statements and the consolidated financial statements relating to the financial year ended on 31/12/2022 respectively show an individual net profit following tax of 16,386,609 DT and a consolidated net profit following tax of 16,628,745 DT.
This resolution put to the vote is adopted at ………………….
Second Resolution:
The general meeting, following hearing the reading of the activity reports as well as the
special report of the auditors, purely and simply acknowledges and approves, within the framework of articles 200 and 475 of the code of commercial companies, all
transactions that took place during the 2022 financial year with its subsidiary “TUNINDUSTRIES-SARL” and the
companies related to the company “EURO-CYCLES SA”.
This resolution put to the vote is adopted at ………………….
Third Resolution:
The Ordinary General Meeting decides to distribute the dividends for the 2022 financial year and therefore to allocate the profit for the 2022 financial year, as well as the
results reported as follows:
|
Profit for the financial year 2022 |
: 16 386 609 DT |
|
+ Reported results |
: 31 746 668 DT |
|
Distributable Result |
: 48 133 277 DT |
|
– Dividends to be distributed in Tunisian Dinars |
: (9 801 000 DT) |
|
(i.e. the distribution of 1,000 TND per share) |
|
|
Results brought forward following allocation |
: 38 332 277 DT |
The date for the payment of dividends was set by the meeting at ……… 2022.
This resolution put to the vote is adopted at ………………….
Fourth Resolution:
The Ordinary General Meeting grants full, final and unreserved discharge to the members of the Board of Directors of the company, its Chief Executive Officer and its Deputy Chief Executive Officer for their management for the 2022 financial year.
She congratulates them for the quality of their management as well as for their efforts for the success of the company.
This resolution put to the vote is adopted at ………………….
Fifth Resolution:
The Ordinary General Meeting sets at 8,750 DT (Eight Thousand Seven Hundred and Fifty Dinars) the gross annual amount of attendance fees to be allocated to each member of the Board of Directors for the 2022 financial year (i.e. 7,000 DT net of all taxes per director)
This resolution put to the vote is adopted at ………………….
Sixth Resolution:
The Ordinary General Meeting decides to renew the mandate of the following directors:
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Mr PATRICE GARANDEAU
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Mr MOURAD GHAZI
This renewal decision covers a period of 03 years which covers the 2023-2024 and 2025 financial years and which will end at the end of the annual ordinary general meeting called to approve the accounts for the 2025 financial year.
This resolution put to the vote is adopted at ………………….
Seventh Resolution:
In accordance with the provisions of General Decision of the Financial Market Council No. 23 of March 10, 2020 relating to the criteria and procedures for appointing independent members to the Board of Directors and the representative of minority shareholders, the Ordinary General Meeting decides to ratify the designation of Mr. ………………….. (Elected by the assembly
election of minority shareholders held on May 26, 2023) as a director representing minority shareholders on the company’s Board of Directors
EURO-CYCLES.
This resolution put to the vote is adopted at ………………….
Eighth Resolution:
After having been retained by the appointments committee, the Ordinary General Assembly approves the appointment of Mr……………..and Mr …………… as two directors
independent members of the Board of Directors of EURO-CYCLES for a 03-year term covering the 2023-2024 and 2025 financial years and which will end at the end of the annual ordinary general meeting called to approve the accounts of the 2025 financial year.
This resolution put to the vote is adopted at ………………….
Ninth Resolution:
The General Meeting grants all powers to the legal representative of the Company or its Agent to make the filings and publications provided for by law.
This resolution put to the vote is adopted at ………………….
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