Tunisian Industrial Paper and Cardboard Company: SOTIPAPIER – Ordinary General Meeting of 06/10/2022








TUNISIAN INDUSTRIAL PAPER AND CARDBOARD COMPANY

(SOTIPAPER)

LIMITED COMPANY MAKING PUBLIC APPEAL FOR SAVINGS

LISTED ON THE MAIN MARKET OF THE SECURITIES EXCHANGE OF

TUNIS

WITH A CAPITAL OF 30,720,659.190 DINARS

HEAD OFFICE: 13, RUE IBN ABI DHIAF, SAINT GOBAIN INDUSTRIAL ZONE

MEGRINE RIADH, 2014, BEN AROUS – TUNISIA

UNIQUE IDENTIFIER: 0013751D

TAX ID: 013751 D/A/M/000

CONVENING OF AN ORDINARY GENERAL MEETING

The shareholders of the TUNISIAN INDUSTRIAL PAPIER AND PAPIER CARDBOARD COMPANY (SOTIPAPIER) are convened to the Ordinary General Meeting, to be held on Friday, June 10, 2022, at ten o’clock (10 a.m.) at the Arab Institute of Business Leaders (IACE), located at Boulevard Principal, Lac Turkana, les Berges du Lac, Tunis – Tunisia, to deliberate on the following agenda:

  1. Reading of the report of the Board of Directors on the activity of the Company during the financial year ended December 31, 2021;
  2. Reading of the general and special reports of the Company’s statutory auditors for the financial year ended December 31, 2021;
  3. Approval of regulated agreements in accordance with Articles 200 and 475 of the Commercial Companies Code for the financial year ended December 31, 2021;
  4. Approval of the separate and consolidated financial statements for the year ended December 31
    2021;
  5. Allocation of results for the financial year ended December 31, 2021;
  6. Fixing attendance fees for Company directors;
  7. Discharge to the members of the Company’s Board of Directors for the financial year ended December 31, 2021;
  8. Renewal of the mandate of a statutory auditor of the Company or appointment of a new statutory auditor for the Company;
  9. Divers questions ; and
  10. Powers for formalities.

P/The Board of Directors

DRAFT RESOLUTIONS OF THE ORDINARY GENERAL ASSEMBLY

AS OF JUNE 10, 2022 AT 10 AM

FIRST RESOLUTION

The Ordinary General Meeting, after having heard the Board of Directors’ management report for the financial year ended December 31, 2021 as well as the Group’s management report for the financial year ended December 31, 2021, approves the said reports as presented.

SECOND RESOLUTION

The Ordinary General Meeting, after having read the report of the Board of Directors and the special report of the auditors on the agreements provided for by articles 200 and 475 of the code of commercial companies, approves these agreements in their entirety, the details of which are recorded in the special report of the statutory auditors relating to the financial year ended December 31, 2021.

THIRD RESOLUTION

The Ordinary General Meeting, after hearing the general and special reports of the auditors, approves the individual financial statements for the year ended December 31, 2021, ending with a total balance sheet of 111,691,240 DT and showing a profit net profit of 18,638,969 DT.

FOURTH RESOLUTION

The Ordinary General Meeting, after having heard the report of the auditors relating to the Group’s financial statements, approves the consolidated financial statements for the financial year ended December 31, 2021, ending with a total balance sheet of 112,516,795 DT and a result net of the group of 18,571,344 DT and minority interests of 7,904 DT.

FIFTH RESOLUTION

The Ordinary General Meeting decides to allocate the profit results for the year ended December 31, 2021 and amounting to 18,638,969 DT as follows:

Net income as of 12/31/2021

18,638,969.044

Reported results

8,208,466.137

Balance 1

26,847,435.181

Legal reserve (capped at 10% of share capital)

Distributable profits

26,847,435.181

Dividends 2021 (28,184,091 shares * 0.465 TND)

13,105,602.315

Balance 2: Results carried over to 2021

13,741,832.866

That is a dividend of 0.465 dinar per share (42.66% of the nominal).

Payment will be made on June 24, 2022.

SIXTH RESOLUTION

The Ordinary General Meeting decides to allocate a gross total amount of one hundred and twenty thousand Tunisian Dinars (120,000 DT), as attendance fees for the financial year ended December 31, 2021 which will be distributed equally among the directors.

This remuneration will be charged to the Company’s operating expenses.

SEVENTH RESOLUTION

The Ordinary General Meeting gives full, final and unreserved discharge to the Directors for the performance of their mandates for the financial year ended December 31, 2021.

EIGHTH RESOLUTION

Taking the floor, the Chairman informed the shareholders of the Company that the mandate of one of the two statutory auditors of the Company, the company Tunisie Audit et Conseil (member of Grant Thornton International), is coming to an end at the end of this Ordinary General Meeting to rule on the financial year ended December 31, 2021.

The Ordinary General Meeting decides to renew the mandate of the company Tunisie Audit et Conseil (member of Grant Thornton International), represented by Mr. Wassim Chakroun, as second auditor of the Company for a period of three (3) years, covering the 2022, 2023 and 2024 fiscal years, ending with the holding of the Ordinary General Meeting to rule on the fiscal year ending on December 31, 2024.

The two statutory auditors of the Company are therefore:

  1. The company “MTBF”, for a mandate covering the 2021, 2022 and 2023 financial years; and
  2. Tunisie Audit et Conseil (member of Grant Thornton International), for a mandate covering the 2022, 2023 and 2024 financial years.

In this context, the Ordinary General Meeting grants full powers to the Chief Executive Officer and/or to any bearer of these minutes to carry out the necessary update to register the identities of two Company auditors in the national register of companies. .

The Ordinary General Meeting also delegates full powers to the Board of Directors to implement this resolution and/or take any decision necessary to update the national register of companies of the Company.

NINTH RESOLUTION

The Ordinary General Meeting grants all powers to the legal representative of the Company and/or to any person who may be appointed by him, to carry out all legal formalities required, in particular that of registration, filing and publication of these minutes. .

Disclaimer

Sotipapier SA published this content on May 23, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2022 14:25:07 UTC.

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Financial data

2020 turnover 82.7M
27.0M
25.6M
Net result 2020 1.62M
0.53M
0.50M
Net debt 2020 16.3M
5.33M
5.06M
PER 202079.3x
2020 performance
Capitalization 168M
54.8M
52.0M
VE / CA 2019
VE / CA 20201.75x
Number of employees270
Floating37.1%

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