NOTICE OF
CONVOCATION
March 07, 2023
NOTICE OF CONVENING OF THE COMBINED GENERAL MEETING OF APRIL 7, 2023
The shareholders of Auto Nejma Maroc, a public limited company with a capital of 102,326,400 dirhams, whose registered office is located at KM 10, Route d’El Jadida Casablanca, registered in the Commercial Register of Casablanca under number 28,743, are convened on April 7, 2023 at 10 a.m. by videoconference, at a Combined General Meeting to deliberate on the agenda below:
Ordinarily:
(Review and approval of the summary statements for the financial year ended 12/31/2022;
( Report of the Board of Directors on the management, operations and accounts for the 2022 financial year;
( Approval of the agreements authorized by the Board of Directors pursuant to Article 56 of Law No. 17-95; ( General report of the Statutory Auditors on the same financial year ended 12/31/2022;
( Special report of the Statutory Auditors on the agreements referred to in Article 56 and following of Law No. 17-95 as amended and supplemented; ( Quitus to the Board of Directors and the Statutory Auditors;
( Allocation of results and setting of dividends; ( Renewal of directorships;
( Ratification of the co-option of a new independent director; ( Vote on all ancillary proposals;
(Powers for filing and publicity.
Extraordinary:
( Report of the Board of Directors in respect of the Extraordinary General Meeting; ( Extension of the corporate purpose (Addition of the sale of second-hand vehicles);
( Harmonization of the articles of association with the provisions of laws n° 19-20 and 20-19 amending and supplementing law n° 17-95 relating to public limited companies.
A shareholder unable to personally attend the General Meeting may exercise his right to vote by voting by proxy. To this end, it is recalled that:
(A shareholder may be represented by another shareholder, by his spouse, by an ascendant or descendant; in companies which call for public savings, he may also be represented by any legal person whose corporate purpose is the management securities portfolios;
(Any proxy from a shareholder addressed to the company without indication of a representative, the chairman of the general meeting issues a vote in favor of the adoption of the draft resolutions presented or approved by the board of directors and an unfavorable vote to the adoption of all other draft resolutions.
The Company provides shareholders with postal or proxy voting forms on its website: www.autonejma.ma.
Postal or proxy voting forms must be received by the Company at least forty-eight (48) hours before the Meeting is held at the following email address: ago@autonejma.ma, or by bearer letter against receipt, or by registered letter with acknowledgment of receipt to the registered office.
Holders of registered shares must be registered in the Company’s registers at least five (5) business days before the date of the Meeting;
Holders of bearer shares must deposit or have sent by their bank to the registered office, at least five (5) business days before the date of the Meeting, the certificates evidencing their registration in an account with an authorized financial intermediary.
The documents required by law are made available to shareholders at the registered office of the company.
In accordance with the provisions of Articles 121 and 121 bis of Law No. 17-95 relating to public limited companies as amended and supplemented, the request for inclusion of draft resolutions on the agenda of this Meeting by shareholders holding percentage of shares provided for in Article 117 of the said law, must be sent to the registered office by registered letter with acknowledgment of receipt within ten (10) days of the publication of this notice.
The documents and information provided for in Articles 121,121 bis and 141 of Law No. 17-95 can be consulted on our website: www.autonejma.ma Shareholders will find below the draft resolutions proposed to this Meeting.
DRAFT RESOLUTIONS FOR THE COMBINED GENERAL MEETING OF APRIL 07, 2023
RESOLUTIONS APPLICABLE TO THE ORDINARY GENERAL MEETING
FIRST RESOLUTION
The General Assembly approves the methods of convocation made by the Board of Directors and gives it final discharge.
SECOND RESOLUTION
The Ordinary General Meeting, after having heard the reading of the management report and the explanations of the Board of Directors, as well as the reading of the reports of the Statutory Auditors, expressly approves the management report, just as it fully approves the accounts for the financial year ended December 31, 2022 as they result from the balance sheet closed on this date and which show a net profit of 187,153,799.62 dirhams.
THIRD RESOLUTION
The General Meeting gives the Board of Directors full, final and unreserved discharge for its management during the financial year ended December 31, 2022.
FOURTH RESOLUTION
The General Meeting discharges the Statutory Auditors from their mandate for the financial year ended December 31, 2022.
As Independent Directors:
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Madame Janie Carmen Madeleine LETROT
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Mr Azzeddine BENMOUSSA
These mandates will end with the Ordinary General Meeting which will have to approve the financial statements for the 2023 financial year.
NINTH RESOLUTION
The Meeting grants all powers to the bearer of a copy or an extract hereof to carry out the formalities provided for by law.
RESOLUTIONSRELEVANTTOTHEEXTRAORDINARYGENERALASSEMBLY
TENTH RESOLUTION
The General Meeting, ruling under the quorum and majority conditions required for the holding of extraordinary meetings and after reading the report of the Board of Directors, decides to bring the company’s articles of association into line with the provisions of laws 19-20 and 20-19 amending and supplementing law 17-95 relating to public limited companies, by modifying and recasting the old statutes.
FIFTH RESOLUTION
The Ordinary General Meeting decides to allocate the net profit which amounts to 187,153,799.62 dirhams as follows:
|
net profit |
187 153 799,62 dhs |
|
– Previous report |
807 476 867,04 dhs |
|
distributable profit |
994 630 666,66 dhs |
|
– Ordinary dividends |
112 559 040,00 dhs |
|
– Exceptional dividends |
15 348 960,00 dhs |
|
Balance to carry forward |
866 722 666,66 dhs |
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Following this allocation, each of the 1,023,264 shares making up the share capital will be allocated an ordinary dividend of 110 Dirhams (one hundred and ten dirhams) per share and an exceptional dividend of 15 Dirhams (fifteen dirhams) per share, i.e. a total of 125 Dirhams (one hundred and twenty-five dirhams) per share with payment for April 28, 2023.
SIXTH RESOLUTION
The Ordinary General Meeting, after having heard the special report of the auditors on the agreements covered by article 56 and following of the law of 17-95, as amended and supplemented, approves the said agreements.
SEVENTH RESOLUTION
The General Meeting pays tribute to the late Mr. Mustapha FARIS for his contribution as an independent director and ratifies the cooptation made by the Board of Directors on February 2, 2023, of Mrs. Janie Carmen Madeleine LETROT as an independent director .
EIGHTH RESOLUTION
The General Meeting, in accordance with Article 15 of the Articles of Association, notes that the terms of office of the directors below have come to an end, and approves their renewals for the statutory period of one year:
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Mr Abdellatif HAKAM
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Mr El Abbès HAKAM
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Monsieur Abdelkrim HAKAM
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Mr. Hamza HAKAM
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Madame Naoual HAKAM
ELEVENTH RESOLUTION
After reading the text of the new revised statutes, the General Meeting adopts, in their entirety, the new statutes of the company which will be appended to the minutes.
TWELFTH RESOLUTION
The General Meeting, ruling under the quorum and majority conditions required for the holding of extraordinary meetings and after reading the report of the Board of Directors, decides,
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as of today, the extension of the corporate purpose of the company to the following operations:
-
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The purchase and sale of second-hand vehicles, whether cars, light and heavy motor vehicles, trucks and motorcycles;
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As a result of the foregoing, the new article 3 of the articles of association is worded as follows:
Article 3: Purpose
The company’s purpose, in Morocco and in all countries:
All commercial transactions both on the domestic market and for import and export as well as all commission, representation, brokerage and related consignment transactions
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all goods as well as all raw or manufactured products, more particularly vehicles and their accessories, equipment and mechanical devices intended for agriculture, industry and businesses as well as household appliances and radio and television.
The purchase and sale of used vehicles whether cars, light and heavy motor vehicles, trucks and motorcycles.
Direct or indirect participation in all operations or companies by way of creation of companies, participation in their formation or in the capital increase of existing companies, or even, by way of sponsorship, purchase of securities, rights social or otherwise.
More generally, all financial, industrial, commercial, movable or real estate transactions that may be directly or indirectly related to the aforementioned objects as well as to any other similar or related objects.
THIRTEENTH RESOLUTION
The Meeting grants all powers to the bearer of a copy or an extract hereof to carry out the formalities provided for by law.
Board of directors