2023-06-14 20:47:02
PREMIERE RESOLUTION
(Approval of the financial statements for the year ended December 31, 2022) The General Meeting after hearing the reading:
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the management report of the Board of Directors on the situation of the Company during the financial year ended December 31, 2022;
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the report of the Chairman of the Board of Directors pursuant to Articles 831-2 and 831-3 of the Uniform Act relating to the law of Commercial Companies and the EIG of the OHADA Treaty;
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and the general report of the Statutory Auditor on the performance of his verification and control mission;
Approves, in all its terms, the management report and the annual accounts for the said financial year as they were presented to it, as well as the transactions reflected in these accounts and summarized in these reports.
Consequently, the Meeting grants the Board of Directors full and unreserved discharge from their management for the financial year ended December 31, 2022.
SECOND RESOLUTION
(Allocation of earnings for the year ended
December 31, 2022)
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The General Assembly approves the proposal of the Board of Directors and decides to allocate |
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the profit for the year ended December 31, 2022, which amounts to an amount of |
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11,503,188,097 FCFA as follows: |
FCFA |
11.503.188.097 |
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– the exercice’s benefit |
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– plus retained earnings |
FCFA |
1.053.894.044 |
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That is a distributable profit of an amount of: |
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FCFA |
12.557.082.141 |
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Assigned as follows: |
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– to the dividend to be distributed the sum of |
FCFA |
10.773.000.000 |
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i.e. a gross dividend of 600 FCFA per share making up the share capital |
1.784.082.141 |
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– under “retained earnings” the balance, i.e. the sum of |
FCFA |
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The General Assembly notes that following this |
assignment, the |
post “deferral to |
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new” is reduced to an amount of 1,784,082,141 FCFA. |
The General Meeting therefore decides on the payment, as of this day, of a gross dividend per share of 600 FCFA, ie a net dividend per share of 551 FCFA after deduction of applicable taxes and duties.
THIRD RESOLUTION
(Fixing of the amount of service allowances for the 2023 financial year)
The General Meeting approves the proposal of the Board of Directors and decides to set the overall annual budget for service allowances for the 2023 financial year at a gross amount of 51,000,000 FCFA from which the applicable taxes and duties will be deducted.
FOURTH RESOLUTION
(Renewal of the term of office of Mr. Pierre MAGNE as director) The General Meeting approves the proposal of the Board of Directors and decides to renew the term of office of Mr. Pierre MAGNE as director, for a new period of three (3) years, i.e. until the end of the Annual Ordinary General Meeting called in 2026 to approve the financial statements for the year ended December 31, 2025.
Mr. Pierre MAGNE, declared by separate act, to accept the new mandate entrusted to him and not to incur any penalty or prohibition preventing him from exercising it.
FIFTH RESOLUTION
(Renewal of the directorship of the company ITWA) The General Meeting approves the proposal of the Board of Directors and decides to renew the directorship of the company ITWA, whose permanent representative is Mr Eric THIAM-SABATES, for a new period of three (3) years, i.e. until the end of the annual Ordinary General Meeting called to rule in 2026 on the financial statements for the financial year ending on December 31, 2025.
ITWA, declared by separate act, to accept the new mandate entrusted to it and not to incur any penalty or prohibition preventing it from exercising it.
SIXIEME RESOLUTION
(Approval of the special report of the Statutory Auditor on the agreements referred to
to
articles 438 and following of the Uniform Act)
The General Assembly, after reading the report
of the Statutory Auditor on the agreements referred to in Articles 438 and following of the Uniform Act relating to the law of commercial companies and the EIG of the OHADA Treaty, approves the terms thereof.
SEVENTH RESOLUTION (Power for formalities)
The General Meeting grants all powers to the bearer of an original, a copy or an extract of these minutes recording its deliberations in order to carry out all legal formalities wherever necessary.
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