2023-05-19 15:42:06
PRESS RELEASE
SOCIETE D’ARTICLES HYGIENICSAH -SA
Headquarters: 05, R610. ZI charguia-2035 Tunis
Call for applications for the post of director representing the
minority shareholders on the Board of Directors for financial years
2023-2024-2025
1. Objet
Referring to the regulations in force, Law No. 2019-47 of May 29, 2019 relating to the improvement of the investment climate and General Decision of the Financial Market Council No. 23 of March 10, 2020 relating to criteria and procedures for appointing independent members to the Board of Directors and the Supervisory Board and the representative of minority shareholders, SAH is launching a call for applications for the appointment of a director representing minority shareholders within its Board of Directors for a term of 3 years, the financial years 2023,2024 and 2025.
SAH informs its shareholders that the candidate admitted to compete for the position of director representing minority shareholders will be subject to the approval of the Ordinary General Meeting ruling on the financial statements for the 2022 financial year.
Minority shareholders are understood to mean individual shareholders holding individually no more than 0.5% of the capital and institutional shareholders individually holding no more than 5% of the capital.
To this end, SAH informs its minority shareholders that the appointment will take place by election during the holding of an elective meeting which will be convened by SAH within a maximum period of ten
days following the closing date of the call for applications. This Meeting will be reserved for minority shareholders.
SAH will submit this appointment for ratification to the Ordinary General Meeting which will rule on the 2022 financial year.
The notice of meeting will be published in the Official Bulletin of the Financial Market Council and on the website of the Tunis Stock Exchange twenty-one (21) days at least before the holding of the elective Assembly.
2. Eligibility conditions
Candidates eligible for this position must satisfy the conditions of good repute, integrity, impartiality, honesty, confidentiality as well as competence and experience appropriate to their duties, and satisfy the conditions below according to the articles 13,15, 17 and 18 of the General Decision of the Financial Market Council n°23 of March 10, 2020:
The following cannot be candidates for the position of director representing minority shareholders:
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Persons in one of the situations set out in Articles 193 and 256 of the Code of Commercial Companies,
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Persons who have been the subject of a final judgment for breach of exchange regulations or legislation relating to the fight once morest terrorism and the repression of money laundering,
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Persons who have been the subject of a sanction of deregistration and/or withdrawal of approval or authorization for the exercise of a regulated professional activity
All candidates for this position must meet the following conditions:
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Must be a natural person enjoying his civil rights
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Must provide proof of individual participation in the capital of SAH not exceeding 0.5% (i.e. 408,411 shares maximum);
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Must have at least a master’s degree (or equivalent degree);
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Must have professional experience of at least 10 years in the financial sector and at least 05 years in the Hygienic Articles sector;
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Must not have any direct or indirect interest with SAH and its non-minority shareholders or its directors, likely to place it in a situation of actual or potential conflict of interest;
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Must not be or not have been during the five years preceding the application, personally or as an ascendant, descendant or spouse, Chairman and CEO or employee of SAH;
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Must not be Chairman and Chief Executive Officer, Chief Executive Officer, Deputy Chief Executive Officer, Chairman of the Management Board or Sole Chief Executive Officer of a company in which SAH directly or indirectly holds a directorship or is a member of the Supervisory Board or in which the Chairman Chief Executive Officer, (current or having been so for less than five years) or an SAH employee designated as such, holds a directorship or a member of the Supervisory Board;
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Must not be, at the same time, a member of the Board of Directors, the Supervisory Board or the Management Board of another company listed on the stock exchange belonging to the same sector of activity;
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Must not be Chairman and Chief Executive Officer, Chief Executive Officer, Deputy Chief Executive Officer, Sole Chief Executive Officer, agent, shareholder, partner or employee of a company having financial, professional, commercial or contractual ties with SAH or of a competing company;
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Must not be a service provider, in particular an adviser or banker, supplier or customer of SAH;
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Must not engage in a professional activity directly or indirectly related to the financial market and/or the dissemination of financial or other information;
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Must not be a member of an association whose purpose has a direct or indirect link with the financial market;
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Must not be in a situation of conflict of interest within the meaning of Law No. 2018-46 of August 1, 2018, relating to the declaration of assets and interests, and the fight once morest illicit enrichment and conflicts of interests ‘interests.
3. Composition of the application file
The application file must include at least the following documents:
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a request for candidacy for the chairman of the board of directors or the chairman of the management board presenting the candidate, the reasons for his candidacy and his profile,
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An application form according to the model provided by the call for applications
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Le curriculum vitae du candidate
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A copy of an identity document,
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A sworn statement, duly completed and signed authenticated by the candidate attesting that he meets the eligibility criteria provided for by the general decision of the Financial Market Council no. 23 of March 10, 2020 and this call for applications, according to the model provided in appendix 2,
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An extract from the criminal record (bulletin number 3) dating from less than three (3) months on the date of submission of the application file,
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Documents justifying the skills and qualifications of the candidate stated in the curriculum vitae.
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A certificate of ownership of the shares justifying the rate of participation in the capital of the company. Any incomplete application file will not be taken into account by SAH
4. Deadline for submitting applications
Applications must be submitted in a sealed envelope bearing the name of the Chairman of SAH’s Board of Directors and bearing the mention
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Not open/Call for applications for the positions of directors representing minority shareholders on the Board of Directors of SAH »
The application file must be sent either by registered letter with acknowledgment of receipt to SAH, address: 05, Rue 8610 Zone Industrielle Charguia 1-2035 Tunis (the postmark being taken as proof), or delivered by hand by courier once morest receipt at registry office at the company’s headquarters located at the same address no later than May 30, 2023 at 5:00 p.m., deadline for receipt of applications.
Any application file that is incomplete or that arrives following the deadline for receipt of applications will be systematically eliminated.
5. Choice of members representing minority shareholders on the Board
d’Administration
A director nomination committee representing minority shareholders will be set up by SAH.
As soon as the call for applications closes, SAH will send the preliminary list of candidates admitted to the competition to the Financial Market Council for its opinion. The Financial Market Council may refuse any candidate registered on the list who does not comply with the required legal conditions.
Within a maximum period of ten (10) days following the closing of the call for candidates, SAH will convene the minority shareholders to an elective meeting.
The notice of meeting will be published in the Official Bulletin of the Financial Market Council and on the website of the Tunis Stock Exchange twenty-one (21) days at least before the holding of the elective Assembly.
The list of successful candidates will be made available to minority shareholders at the company’s registered office located at 05, Rue 8610 Zone Industrielle Charguia 1-2035 Tunis.
The elective meeting is chaired by the minority shareholder holding the largest number of shares. The chairman is assisted by two scrutineers and a secretary appointed by the shareholders present, they form the office of the meeting.
The elective meeting will have as its sole agenda the appointment of the representative of the minority shareholders.
SAH must submit the appointment of the representative of the minority shareholders to the ratification of the Ordinary General Meeting ruling on the 2022 financial year.
Annexe 1
APPLICATION FORM FOR THE POST OF ADMINISTRATOR
REPRESENTING MINORITY SHAREHOLDERS
Full name : ………………………………………………………………………………………….
N° CIN : …………………………………………………………………………………………………..
Address : ………………………………………………………………………………………………….
Telephone: Landline ………………………………… Mobile ………………………………………………….. …
E-mail : ………………………………………………………………………………………………………..
Profession/Activity: ………………………………………………………………………………………
Academic background of candidate: ……………………………………………………………………..
……………………………………………………………………………………………………………
……………………………………………………………………………………………………………….
……………………………………………………………………………………………………………………………………………..
Number of shares held individually in the capital of SAH
…………………………………………………………………………………………………….…
Member of other Boards of Directors (If Yes Number and names of companies):
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…………………………………………………………………………………………………
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…………………………………………………………………………………………………
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…………………………………………………………………………………………………
Other qualifications of the candidate in the field:……………………………………………………..
……………………………………………………………………………………………………………
……………………………………………………………………………………………………………
Legalized signature:
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