2023-05-31 00:20:48
TotalEnergies Marketing Ivory Coast SA
Anonimous society
with a capital of 3,148,080,000 FCFA
Left Bank building – 01 BP 336 ABIDJAN 01
RCCM N° : CI-ABJ-1976-B-17247
CC N° : 7603142C
CONVENING OF THE ORDINARY GENERAL MEETING
Ladies and Gentlemen, Shareholders of TotalEnergies Marketing Côte d’Ivoire are invited to the meeting of the Ordinary General Meeting to be held on Thursday, June 15, 2023, at 10 a.m. at the Radisson Blu Hotel Abidjan Airport located at Boulevard de l’Aéroport Abidjan, Port Bouët to deliberate on the following agenda:
Presentation and approval of the Board of Directors’ management report for the financial year ended December 31, 2022;
Presentation of the reports of the Statutory Auditors on the annual financial statements for the year ended December 31, 2022 prepared according to the reference framework
SYSCOHADA and the IFRS standards as well as the special report on the agreements referred to in articles 438 to 448 of the Uniform Act;
Approval of the Company’s accounts for the financial year ended December 31, 2022;
Approval of regulated agreements;
Quitus to the Directors and discharge to the Statutory Auditors;
Allocation of net income for the 2022 financial year;
Ratification of the co-optation of a Director
Renewal of the terms of four (4) Directors; And
Determination of the function allowance to be allocated to the Directors;
Powers for formalities.
All shareholders will be admitted to the General Meeting and will have the right to take part in the deliberations personally or through one (1) representative of their choice with the power required for this purpose.
The proxy forms are available to shareholders from their Management and Intermediation Company (SGI) and at the registered office of the Company.
Shareholders owning registered shares or registered share certificates must also be entered in the Company’s register three (3) days before the date of the Meeting, i.e. June 9, 2023. Similarly, shareholders
owners of bearer shares must have obtained the blocking certificates from SGI BICIBOURSE by the same date at the latest.
All the documentation relating to this Ordinary General Meeting will be in accordance with the provisions of article 525 of the OHADA Uniform Act relating to the Law of Commercial Companies and EIG made available to shareholders for consultation at the registered office of the Company, and in online (on the Company’s website: www.totalenergies.ci) as of today.
We inform you that coaches will be available at the Koumassi crossroads and Espace Coca-cola near the Sotra bus station in Plateau to take you to the Radisson Blu Hotel Abidjan Airport. Departure is scheduled for 8 am.
The draft text of the resolutions to be submitted to the vote of the Shareholders is as follows:
Resolution 1: Approval of the SYSCOHADA accounts for the fiscal year ended December 31, 2022
The General Meeting, having read the report of the Board of Directors on the management of the Company during the 2022 financial year and the general report of the Statutory Auditors on the annual financial statements for the financial year ended December 31, 2022, approves:
the Company’s annual accounts established according to the SYSCOHADA standard for the financial year ended December 31, 2022, which show a net result consisting of a profit of 12,279,321,337 CFA Francs; And
the transactions reflected in these accounts and summarized in these reports.
Resolution 2: Approval of the IFRS financial statements for the fiscal year ended December 31, 2022
The General Meeting, having read the report of the Board of Directors on the management of the Company during the 2022 financial year and the general report of the Statutory Auditors on the annual financial statements for the financial year ended December 31, 2022, approves:
the Company’s annual accounts prepared in accordance with IFRS standards for the financial year ended December 31, 2022, which show a net result consisting of a profit of 11.895 billion CFA francs; And
the transactions reflected in these accounts and summarized in these reports.
Resolution 3: Approval of regulated agreements entered into during the fiscal year ended December 31, 2022
The General Meeting takes note of the special report of the auditors on the regulated agreements referred to in articles 438 to 448 of the OHADA Uniform Act relating to the Law of Commercial Companies and EIG and approves all the agreements concluded during the fiscal year 2022 and referred to in said report.
Resolution 4: Discharge to the Board of Directors for its management of the Company for the financial year ended December 31, 2022
The General Meeting gives full, complete and final discharge to the Board of Directors for its management of the Company for the financial year ended December 31, 2022.
Resolution 5: Discharge to the Statutory Auditors for the performance of their mandates for the financial year ended December 31, 2022
The General Meeting gives full, complete and final discharge to the Statutory Auditors for the performance of their mandate for the financial year ended December 31, 2022.
Resolution 6: Allocation of earnings for the fiscal year ended December 31, 2022
The General Assembly, after having read the annual financial statements established according to the SYSCOHADA reference system, notes the existence of a profit result of a net amount of 12,279,321,337 FCFA. Taking into account the available retained earnings of 13,423,079,974 FCFA, the distributable profit to be allocated therefore amounts to 25,702,401,311 FCFA.
The General Meeting, approving the proposal of the Board of Directors meeting on April 20, 2023, decides to allocate the distributable profit for the financial year ended December 31, 2022, as follows:
-
12,279,318,997 FCFA for dividends
-
CFAF 13,423,082,313 carried over
The dividend that would accrue to each of the 62,961,600 shares is thus 195.0287 FCFA gross, or 175.5258 FCFA net after deduction of the IRVM.
The General Meeting decides that the dividends will be paid no later than September 30, 2023.
Resolution 07: Determination of the function allowance to be allocated to the Directors
The General Meeting, approving the proposal of the Board of Directors, decides to allocate to the Directors for the financial year ended December 31, 2022, a duty allowance of a gross total amount of twenty million (20,000,000) FCFA and leaves it to the Board of Directors to ensure their free distribution.
Resolution 8: Ratification of the cooptation of Mr. Almoktar ALLAHOURY
The General Meeting, approving the proposal of the Board of Directors, decides to ratify the cooptation made on a provisional basis during the meeting of the said board on June 09, 2022 of Mr. Almoktar ALLAHOURY in replacement of Mr. Fabien Voisin, resigning Director, for the remaining term of his term of office, i.e. until the General Meeting called to approve the financial statements for the year ended December 31, 2022.
Resolution 9: Renewal of Mr. Almoktar’s term of office as Director
ALLAHOURY
The General Meeting, noting that the mandate of Mr. Almoktar ALLAHOURY is currently expiring, decides to renew the said mandate for a period of three
years, expiring at the end of the General Meeting called to approve the financial statements for the year ended December 31, 2025.
Resolution 10: Renewal of Mr. Philippe’s term of office as Director
IN THE RANGE
The General Assembly, noting that the mandate of Mr. Philippe EBANGA is currently expiring, decides to renew the said mandate for a period of three (03) years, expiring at the end of the General Assembly called to rule on the financial statements for the year ended December 31, 2025.
Resolution 11: Renewal of Mr. Emmanuel DURET’s term of office as Director
The General Assembly, noting that the mandate of Mr. Emmanuel DURET is currently expiring, decides to renew the said mandate for a period of three (03) years, expiring at the end of the General Assembly called to rule on the financial statements for the year ended December 31, 2025.
Resolution 12: Renewal of the mandate of CNPS Administrator
The General Assembly, noting that the mandate of the Caisse Nationale de Prévoyance Sociale (CNPS) is currently expiring, decides to renew the said mandate for a period of three (03) years, expiring at the end of the General Meeting called to approve the financial statements for the year ended December 31, 2025.
Resolution 13: Powers for the completion of formalities
The General Meeting gives all powers to the bearer of the original or a copy of the Minutes of this meeting, in order to carry out all the legal formalities and their consequences.
For any additional information or assistance on the occasion of your participation in the General Meeting, we recommend that you contact the Legal Department of the Company at the following numbers: 27 21 22 23 25/73.
Board of directors
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