2023-09-18 17:29:01
ORDINARY GENERAL MEETINGS
UIB ASSURANCES
Head Office: Rue du Lac Turkana- Les Berges du Lac-1053 Tunis
The shareholders of UIB Assurances, a limited company with capital of 30,000,000 Dinars, whose head office is located at Rue du Lac Turkana – Les Berges du Lac – 1053 Tunis, registered in the National Business Register under number 1685183L, are invited to attend the Ordinary General Meeting which will be held on Friday September 29, 2023 at 2 p.m. (Tunis time) at the premises of the Company located Rue du Lac Toba – Les berges du Lac -1053 – Tunis, to the effect to deliberate on the following agenda:
Resignations of directors and Discharge to directors; Appointment of directors; Powers for formalities.
The documents relating to this Meeting are made available to shareholders at the headquarters of UIB Assurances, Rue du Lac Turkana – Les Berges du Lac – 1053 Tunis.
EXTAORDINAIRE GENERAL MEETINGS
UIB ASSURANCES
Head Office: Rue du Lac Turkana- Les Berges du Lac-1053 Tunis
The shareholders of UIB Assurances, a limited company with capital of 30,000,000 Dinars, whose head office is located at Rue du Lac Turkana – Les Berges du Lac – 1053 Tunis, registered in the National Business Register under number 1685183L, are invited to attend the Extraordinary General Meeting which will be held on Friday September 29, 2023 at 2:30 p.m. (Tunis time) at the Company’s premises located Rue du Lac Toba – Les berges du Lac -1053 – Tunis, to the effect to deliberate on the following agenda:
Modification of articles 4 and 13 of the Statutes of UIB Assurances Powers with a view to formalities.
The documents relating to this Meeting are made available to shareholders at the headquarters of UIB Assurances, Rue du Lac Turkana – Les Berges du Lac – 1053 Tunis.
DRAFT THE RESOLUTIONS AGO
UIB ASSURANCES
Head Office: Rue du Lac Turkana- Les Berges du Lac-1053 Tunis
The company UIB ASSURANCES publishes below the draft resolutions to be submitted for approval to its ordinary general meeting which will be held on September 29, 2023.
PREAMBLE
The President recalls the points on the agenda and in particular the resignation of almost all the members of the board of directors. It presents the list of eligible candidates for director positions.
He adds that the nomination files and the profile of the candidates for the Board of Directors were favorably examined by the General Insurance Committee, taking into account the nature of the missions which will be entrusted to them individually within the Board of Directors. or committees that emanate from it.
These appointments were accepted by the General Insurance Committee on July 21, 2023.
The composition of the board of directors is called upon, however, to be better balanced and diversified so as to collectively have sufficient expertise and knowledge within the Board and the committees that emanate from the latter, with the aim of conferring more professional rigor in the management of the company.
It is specified that candidates for the Board of Directors are able to continuously meet the requirements of integrity and competence incumbent on them and the conditions laid down by the regulations, namely:
the absence of legal prohibitions provided for by articles 85 of the Insurance Code and 193 of the Commercial Companies Code. the absence of conflict of interest situations. the information and evaluations obtained within the framework of company control missions in which the candidates concerned have carried out their missions whether carried out by the committee or by other regulators with which the CGA has concluded agreements authorizing the exchange of information.
PREMIERE RESOLUTION :
The Ordinary General Meeting takes note, subject to the suspensive condition of completion of the transfer of the Company’s shares to the shareholder UNION INTERNATIONALE DE BANQUES and with immediate effect on the Date of obtaining the registration certificate from the BVMT , of the resignation of Mrs. Marlène Pradeilles, Mr. Laurent Dunet, Mr. Sébastien Simon, Mr. Taoufik Lachker as well as the company SOGECAP from their mandate as administrator and gives them full and unreserved discharge from the execution of their mandate.
The Ordinary General Meeting takes note of the resignation of Mrs. Moufida HAMZA and gives her full and unreserved discharge for the execution of her mandate.
This resolution put to the vote is adopted at ……………
SECOND RESOLUTION:
The Ordinary General Meeting decides, subject to the suspensive condition of completion of the transfer of the Company’s shares to the shareholder UNION INTERNATIONALE DE BANQUES and with immediate effect on the Date of obtaining the registration certificate from the BVMT, to appoint Mr. Kamel Néji, Mr. Raoul Labbé de la Genardière, Mrs. Ilhem Bouaziz, Mrs. Molka Fakhfakh and Mrs. Nadia Zouari as directors for a term of 3 years which will end at the end of the General Meeting Ordinary called to rule on the accounts for the 2025 financial year.
Consequently, the Board of Directors is formed as follows:
Union Internationale de Banques (UIB) represented by Mr. Raoul Labbé de la Genardière; Mr. Kamel Néji; Mrs. Ilhem Bouaziz; Mrs. Molka Fakhfakh; Mrs. Nadia Zouari;
Their mandate will end at the end of the Ordinary General Meeting called to approve the accounts for the 2025 financial year.
This resolution put to the vote is adopted at ……………
THIRD RESOLUTION:
The Ordinary General Meeting confers all powers on the legal representative of UIB Assurances or his agent to make the filings and publications provided for by law.
This resolution put to the vote is adopted at ……………
DRAFT AGE RESOLUTIONS
UIB ASSURANCES
Head Office: Rue du Lac Turkana- Les Berges du Lac-1053 Tunis
The company UIB ASSURANCES publishes below the draft resolutions to be submitted for approval to its extraordinary general meeting which will be held on September 29, 2023.
PREMIERE RESOLUTION :
The Extraordinary General Meeting decides to modify articles 4 and 13 of the statutes as follows:
Articles
Remarks
ARTICLE 4 : SIEGE SOCIAL
Change of address
The head office is: Rue du
Lake Turkana – The banks of
Lake – 1053 Tunis.
ARTICLE 13 –
Deletion of the paragraph below
PARAGRAPH II
marked in red
– The term of office of the administrator is three
(3 years. As an exception, when the first directors are appointed by the Constitutive General Meeting, one third are appointed for one (1) year, one third for two (2) years and one third for three (3) years. The functions of a director end at the end of the meeting of the Ordinary General Meeting which decides on the accounts for the past financial year, held in the year during which the mandate of said director expires.
New items
The head office of UIB Assurances is transferred to: Rue du Lac Toba – Les berges du Lac – 1053 Tunis
– The term of office of the administrator is three (3) years. The functions of a director end at the end of the meeting of the Ordinary General Meeting which decides on the accounts for the past financial year, held in the year during which the mandate of said director expires.
This resolution, put to the vote, is adopted at ……………………..
To read the rest of this noodl, you can consult the original version here.
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