PALM CÔTE D’IVOIRE: Notice of convening the Ordinary General Meeting

PALM CÔTE D’IVOIRE: Notice of convening the Ordinary General Meeting
PALM CÔTE D’IVOIRE: Notice of convening the Ordinary General Meeting

NOTICE OF MEETING

GENERAL ORDINARY ASSEMBLY

The company PALMCI, a limited company with a Board of Directors, whose head office is located in Abidjan, Boulevard de Vridi, 18 BP 3321 ABIDJAN 18, with capital of 20,406,297,120 CFA Francs, registered in the Trade and Credit Register Furniture under number CI-ABJ-01-1996-B14-2005 303, informs its shareholders that an Ordinary General Meeting will be organized by VISIOCONFERENCETHE Thursday June 13, 2024 at 09:00 GMTfor the purpose of deliberating on the following agenda:

  1. Management report from the Board of Directors on the financial statements for the financial year ending December 31, 2023 prepared according to the revised SYSCOHADA framework and according to international IFRS accounting standards;

  2. Reports of the Statutory Auditors on the financial statements for the financial year ended
    December 31, 2023 established according to the revised SYSCOHADA framework and according to international IFRS accounting standards;

  3. Special Report of the Statutory Auditors on the agreements referred to in articles
    438 et seq. of the OHADA Uniform Act relating to commercial company law and GIE;
  4. Approval of the financial statements for the financial year ending December 31, 2023 prepared according to the revised SYSCOHADA framework and discharge to the directors;
  5. Approval of the financial statements for the financial year ending December 31, 2023 prepared in accordance with international accounting standards IFRS;

  6. Approval of Regulated Agreements;

  7. Allocation of the result for the financial year ending December 31, 2023 according to the revised SYSCOHADA framework;

  8. Setting the amount of office allowances to be allocated to directors;

  9. Renewal of the mandate of directors;

  10. Powers to complete formalities.

Shareholders who wish to participate in the general meeting must inform the company

by email to the following email address ag2024- [email protected] indicating their first and last name as well as their SGI in order to be identified and receive the link and connection credentials. Shareholders have until June 12, 2024 to 8:00 p.m. GMT to register.

The right to participate by videoconference in the General Meeting is subject to the prior registration of shares in the name of the shareholder or that of the intermediary registered on their behalf either in the register of registered securities kept by the company, or in the register of bearer securities held by an authorized intermediary, no later than 3th working day preceding the Meeting at Midnight, in accordance with article 831-1 of the OHADA Uniform Act on the law of commercial companies and the GIE.

For the smooth running of the Meeting, each shareholder will be able to vote on the resolutions submitted to them by electronic voting available on the videoconferencing platform.

Finally, in accordance with the provisions of articles 525 and 847 of the OHADA Uniform Act relating to the law of Commercial Companies and Economic Interest Grouping, the documents relating to this General Meeting will be made available to shareholders at the company’s headquarters, located in Abidjan, Port-Bouët, VRIDI, port area, Boulevard de VRIDI and on the videoconferencing platform during the fifteen (15) days preceding the General Meeting, i.e. from May 29, 2024.

The text of the following resolutions will be presented to the Assembly:

FIRST RESOLUTION:

APPROVAL OF THE ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2023

ACCORDING TO THE REVISED SYSCOHADA REFERENCE

The General Meeting, after having heard the reading of the report of the Board of Directors as well as the report of the Statutory Auditors, approves the financial statements for the financial year ended December 31, 2023 as presented to it, and which are result in a profitable net result of 19,351,845,631 CFA francs.

Consequently, the General Meeting gives the Directors full and unreserved discharge of their management for the past financial year.

SECOND RESOLUTION:

APPROVAL OF THE ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2023

ACCORDING TO THE IFRS REFERENCE

The General Meeting, after having heard the reading of the report of the Board of Directors as well as the report of the Statutory Auditors, approves the financial statements for the financial year ended December 31, 2023 as presented to it, and which are result in a profitable net result of 19,399,084,416 CFA francs.

THIRD RESOLUTION:

APPROVAL OF REGULATED AGREEMENTS

The General Assembly, after having heard the reading of the special report of the Statutory Auditors established in accordance with the provisions of Article 438 et seq. of the OHADA Uniform Act relating to the law of commercial companies and the GIE, approves the agreements presented in the said report.

FOURTH RESOLUTION:

ALLOCATION OF RESULT FOR THE YEAR ENDED DECEMBER 31, 2023

The General Meeting, approving the proposal of the Board of Directors, decides to distribute dividends for a gross amount of 9,675,922,816 CFA Francseither 626 CFA francs gross per share and to enter the balance of the net profit for the financial year, i.e. 9,675,922,816 CFA Francs in “Retained Carryover”.

The “Retained earnings” account which had a credit balance of 48,666,006,570 CFA Francs will present following this allocation a new credit balance of 58,341,929,386

CFA francs.

The “Retained earnings” account with a credit of 58,341,929,386 CFA Francs may be used by the company in particular for investments eligible for Article 110 of the CGI within the limits set by the tax annex in force.

FIFTH RESOLUTION:

DIRECTORS’ FUNCTION ALLOWANCE

The General Meeting, upon proposal from the Board of Directors, decides to allocate to all directors, as official compensation for the financial year ending December 31, 2023, a gross amount of 86,470,589 CFA Francs.

SIXTH RESOLUTION:

RENEWAL OF DIRECTORS’ MANDATES

The General Meeting, noting that the mandates of the directors expire at this General Meeting, decides to renew the mandates of:

  • Mr. Alassane DOUMBIA;

  • Mr Pierre BILLON;

  • Mr David BILLON;

  • Madam Lucy BARRY-TANNOUS;

  • Mr. VIGANESWARAN A/L PONNUDURAI;
  • Mr Honoré N’Guetta ASSANVO;

  • The company SIFCA represented by Mr. Nazaire GOUNONGBE;

  • The company WILMAR International Limited represented by Mr. Santosh Vasu Kumar PILLAI;

  • The IMMORIV company represented by Mr. Alassane DOUMBIA;

The mandates thus conferred, for a period of three (3) years, will expire at the end of the Ordinary General Meeting called to approve the accounts for the financial year ending December 31, 2026.

The above-mentioned directors, present or represented at the General Meeting, declare that they accept the renewal of their mandates, specifying that they are not subject to any

incompatibility or prohibition likely to prevent them from exercising their functions as directors.

SEVENTH RESOLUTION:

POWERS TO COMPLETE FORMALITIES

The General Meeting grants full powers to the bearer of an original, a copy or an extract of the minutes of the deliberations of this Meeting to carry out all the formalities required by law.

NB : Shareholders have the possibility to call the following number and ask any questions

relating to the holding of the General Assembly: 07 03 23 64 47.

For notice of meeting

Board of directors

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