Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 15, 2021, Tingo, Inc., a Nevada corporation (the "Company")
announced the appointment of John Brown and Christophe Francois Charlier as
directors of the Company, both of whom will also co-chair the Board of Directors
("Board"). Also on September 15, 2021, the Board appointed Christopher Cleverly
as President of the Company and Kenneth Denos as Executive Vice President,
General Counsel, and Secretary of the Company.
As a result of the appointment of Messrs. Brown and Francois Charlier to the
Board, the Board presently consists of the following 13 members:
John Brown - Co-Chair
Christophe Francois Charlier - Co-Chair
Adewale Adebayo
Christopher Cleverly
Gurjinder Johal
Leslie Kasumba
Alex Lightman
Zoli Macanda-Simbodyal
Dozy Mmobuosi
Anthony Moore
Onyekachi Onubogu
Dakshesh Patel
Derek Randall
As a result of the appointment of Messrs. Cleverly and Denos as executive
officers of the Company, the list of executive officers of the Company presently
consists of the following 5 individuals:
Dozy Mmobuosi - Chief Executive Officer (principal executive officer)
Christopher Cleverly - President
Dakshesh Patel - Chief Financial Officer (principal financial and accounting
officer)
Kenneth Denos - Executive Vice President, General Counsel, and Secretary
Rory Bowen - Chief of Staff
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The summary biographical backgrounds of the newly-appointed directors and
executive officers of the Company are as follows:
John Brown, age 63, is the independent co-Chairman of the Company. Since 2016,
John has also been the Managing Partner of Sands Point Consulting, an advisor to
entrepreneurs, founders, and senior corporate leaders to develop new business
strategies for a rapidly changing market. From 2009-2016, he was the Group
Managing Director and a member of the WMA Executive Committee for UBS Wealth
Management Americas, successfully executing a five-year cross-divisional
business strategy to return UBS WMA to sustainable profitability. This strategy
resulted in world-class investment products and investment capabilities for UBS
that added to the growth of more than $1 trillion in invested assets, $8 billion
in revenues, $1 billion in pre-tax profits with 17,000 FTE. From 1995-2000, John
was the Managing Director and Global Head of Convertible Securities Trading at
UBS, and from 1980-1995 and again from 200-2009 he was a Managing Director for
Merrill Lynch & Co., holding senior executive leadership positions at Merrill
Lynch, most notably COO, Operations, Technology & Corp. Services Group. At
Merrill Lynch, John managed a $1 billion annual operating budget. He also served
as the Head of US Equity Financing & CEO, Merrill Lynch Professional Clearing
Corp in its Prime Broker Division. He oversaw the exponential growth in hedge
fund and professional trading client base assets from $3 billion to $275 billion
and responsible for generating on average an annual pretax profit of $200
million.
Christophe Francois Charlier, age 49, serves as the co-Chairman of the Company.
He is an international financier with significant experience in the financial
services industry, including most recently as Chairman of the Board of
Renaissance Capital, the leading emerging and frontier market investment bank,
from 2017 to 2020. In this capacity, he was responsible for the bank's strategic
development and key client relations internationally, particularly in Africa and
emerging Asia. Mr Charlier currently serves as an independent director of La
Française de l'Energie, France's only carbon-negative energy producer, Oxus
Acquisition Corporation, a Nasdaq-listed SPAC focused on energy transition
industries in emerging markets, and Renaissance Insurance, one of Russia's
leading insurance companies. He is also Chairman of Pure Grass Films, a
London-based producer of film and TV series. Mr Charlier previously served as
Deputy CEO of Onexim Group, a private investment fund founded by Mikhail
Prokhorov from 2008 to 2014, where he represented Onexim on the boards of
directors of its main portfolio companies. He has served in executive positions
and on the boards of directors of some of Russia's largest mining companies,
RusAl, Polyus Gold and Norilsk Nickel, and other companies in the utilities,
financial services and the sports and entertainment industries, including as
Chairman of the NBA's Brooklyn Nets. Prior to that Mr Charlier had worked as an
investment banker at Renaissance Capital and JP Morgan, where he started his
career in the M&A Group in NY in 1995. Mr Charlier graduated cum laude with dual
degrees in Finance from the Wharton School and International Relations from the
College of Arts & Sciences of the University of Pennsylvania in 1994. He is the
proud father of six children.
Dr. Christopher Cleverly, age 54, serves as the Company's President and as a
member of the Board of Directors. After completing a law degree at Kings College
London LLB, Chris was called to the Bar in 1990, following which he established
Trafalgar Chambers on Fleet Street, becoming "the youngest head of barristers'
chambers in the last century" according to the Sunday Times. During this period
Mr Cleverly was a regular presenter on Channel 4 and contributor to the other
main channels, radio and newspapers. Since then, he has been board member of a
number of companies in UK, India, China and Africa both listed on regulated
exchanges and private in a number of sectors. As CEO of Made In Africa
Foundation, Mr.Cleverly was co-architect and founder of the $1.5 billion
Africa50 fund with the African Development Bank which has been lead investor in
a number of large scale renewable energy projects. Chris has advised a number of
UK plcs on their entrance into African markets, including negotiation of oil
blocks, mineral concessions and banking licenses. He also advises the UK
Government on development issues and African governments on investment issues.
He was awarded an Honorary Doctorate from Reading University in 2014 and has
recently completed a course in Circular Economy and Sustainability Strategies at
the University of Cambridge Judge Business School. His portrait is held by the
National Portrait Gallery in London.
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Kenneth Denos, age 53, serves as the Company's Executive Vice President, General
Counsel, and Secretary. Mr. Denos is also an officer and director of Equus Total
Return, Inc. (NYSE: EQS), a closed-end fund traded on the New York Stock
Exchange, serving as its President and CEO from 2007-09. He is also a founder
and principal of Outsize Capital Ltd., an international corporate finance
advisory firm based in London, and presently serves as a director of Virtual
Medical International, Inc., a health and wellness company. Previously, Mr.
Denos was the CEO of MCC Global NV, a Frankfurt stock exchange listed investment
advisory firm based in London, and also served as a director and executive
officer of two London Stock Exchange listed firms, Healthcare Enterprise Group
plc and Tersus Energy plc. Mr. Denos has worked in the private equity and
advisory industry for virtually his entire career, having served as a principal
and/or advisor to private and public companies and funds in the Middle East,
Europe, Africa, and North America. He holds a Bachelor of Science degree in
Business Finance and Political Science from the University of Utah. He also
holds a Master of Business Administration and a Juris Doctor from the University
of Utah.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Also on September 15, 2021, the Board adopted and approved Amended and Restated
Bylaws of the Company. A copy of the Amended and Restated Bylaws are attached to
this Current Report as Exhibit 3(ii).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3(ii) Amended and Restated Bylaws of Tingo, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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