2023-06-12 16:05:02
LIMITED COMPANY WITH CAPITAL OF 343,624,940 DT
Block A of the building located opposite the Embassy of the United States of America,
Lot HSC 1-4-3, Les Jardins du Lac, Les Berges du Lac II, 1053 Tunis.
Unique Identifier: 1072172A
Convocation
In accordance with article 26 – 4th paragraph of the articles of association, the shareholders of CARTHAGE CEMENT are convened to an Ordinary General Meeting, which will be held on 26
June 2023 at 10 a.m. at the ACROPOLE LAC 1 hotel to deliberate on the following agenda:
Ratification of the methods and deadlines for convening the ordinary general meeting;
Reading of the management report for the financial year ended December 31, 2022;
Reading of the general report of the co-statutory auditors, relating to the financial statements for the year ended December 31, 2022;
Reading of the special report of the co-auditors on the operations provided for in articles 200 and following and 475 of the code of commercial companies;
Approval of the operations provided for by articles 200 and following and 475 of the code of commercial companies;
Approval of the activity report as of December 31, 2022;
Approval of the financial statements as of December 31, 2022;
Allocation of income ;
Discharge to the administrators;
Setting the amount of attendance fees for members of the Board of Directors for the 2022 financial year.
Setting the amount of compensation for members of the Audit, Strategy, Legal and Compensation Committees for the 2022 financial year;
Ratification of the cooptation of the appointment of a director;
Appointment of directors for the 2023, 2024 and 2025 financial years;
Appointment of an Independent Director for the 2023, 2024 and 2025 financial years;
Appointment of statutory auditor for the 2023, 2024 and 2025 financial years;
Power to complete legal formalities.
Draft resolutions to be submitted
-
the Ordinary General Meeting of June 26, 2023
FIRST RESOLUTION: Ratification of the methods and deadlines for convening the ordinary general meeting.
The Ordinary General Meeting ratifies the terms and conditions of its convocation and discharges the Chairman of the Board from any related liability, as necessary.
This resolution was adopted at …………………………………………………………
2nd RESOLUTION: Reading and approval of the management report for the financial year ended December 31, 2022
After reading the report of the board of directors on the management of the 2022 financial year as well as the explanations given during the meeting, the ordinary general meeting approves the said management report in its entirety and in all its details.
This resolution was adopted at …………………………………………………………
3rd RESOLUTION: Approval of the operations provided for by articles 200 and following and 475 of the Code of Commercial Companies
The ordinary general meeting notifies the board of directors and the auditors of what has been reported to it in accordance with the provisions of articles 200 and following and article 475 of the Code of Commercial Companies. It approves all the agreements entered into and the operations carried out as developed in the special report of the statutory auditors.
This resolution was adopted at …………………………………………………………
4th RESOLUTION: Approval of the financial statements as of December 31, 2022
After reading the general report of the auditors in which they certify the regularity and the sincerity of the financial statements, the ordinary general meeting approves the statements
financial statements for the year ended December 31, 2022, comprising the balance sheet, income statement, cash flow statement and notes to the financial statements, as presented.
The ordinary general meeting also approves the accounting choices and methods adopted when drawing up the said financial statements.
It also approves the operations and measures reflected in these statements which show a profit of 35,650,372 DT
This resolution was adopted at …………………………………………………………
5th RESOLUTION: Allocation of the result
On the proposal of the board of directors, the ordinary general meeting decides to allocate the result for the 2022 financial year as follows:
|
Earnings carried forward from previous years |
-31 408 019 |
|
Deferred amortizations |
-285 768 020 |
|
Non-deferrable losses |
-12 977 853 |
|
Result for the 2022 financial year |
35 650 372 |
|
Result to be allocated (profit) |
35 650 372 |
|
Reported results |
4 242 353 |
|
Deferred amortizations |
-285 768 020 |
|
Non-deferrable losses |
-12 977 853 |
|
Total allocated |
-294 503 519 |
This resolution was adopted at …………………………………………………………
6th RESOLUTION: Discharge to the administrators
The Ordinary General Meeting gives firm, final and unreserved discharge to the members of the Board of Directors for their management for the 2022 financial year.
This resolution was adopted at …………………………………………………………………..
7th RESOLUTION: Fixing the amount of attendance fees for members of the Board of Directors for the 2022 financial year
The ordinary general meeting sets the attendance fees for the 2022 financial year at 2,000 DT gross per meeting and per director present with a ceiling of 8,000 DT
8th RESOLUTION: Setting the amount of compensation for members of the Audit, Strategy and Compensation Committees for the 2022 financial year
The ordinary general meeting sets the remuneration of the members of the audit, strategy and remuneration committees for the 2022 financial year at 1,000 DT net per meeting and per director present with a ceiling of 8,000 DT net per director.
This resolution was adopted at …………………………………………………………
9th RESOLUTION: Ratification of the co-option of the appointment of a director
The ordinary general meeting ratifies without reservation the decision of the board of directors of 15-02-2023 to co-opt Mr Sami BEN JAMAA as director in replacement of Mr Adel GRAR, resigning from these functions of director and Chairman of the Board of Directors for the remainder of his term of office, which expires at the end of the meeting that will rule on the financial statements for the 2022 financial year.
This resolution was adopted at …………………………………………………………
10th RESOLUTION: Appointment of directors for the 2023, 2024 and 2025 financial years
The ordinary general meeting noting that the mandates of the five directors:
-
Mr Sami BEN JEMAA
-
BINA CORP (first headquarters)
-
BINA CORP (second headquarters)
To read the rest of this noodle, you can consult the original version ici.
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