Last checked at 22 Apr 2021 08:27
TRANSLATION FROM ARABIC
Invitation to
The Extraordinary General Meeting
EFG Hermes Holding S.A.E.
Cairo, April 22nd, 2021: In light of the precautionary measures taken in Egypt against the Covid-19 pandemic; EFG Hermes has decided to hold its Extraordinary General Meeting through remote participation and voting to ensure the safety of its shareholders, directors and employees, and to facilitate the participation of the Company's shareholders inside and outside of Egypt.
The shareholders who wish to attend and vote remotely in the Company's Extraordinary General Meeting are kindly requested to submit the following data/documents via the email address generalassembly@efg-hermes.com: (i) a copy of the personal identification/passport (for natural persons); (ii) mobile number; (iii) an email address, (iv) shares freezing certificates (issued at least three days prior to the meeting date and stating that the shares will be frozen until the Extraordinary General Meeting closes), and (v) a written delegation for attendance and voting (for legal entities. Such submissions will be acceptable starting from the invitation date until two days prior to the Extraordinary General Meeting date. After the authentication of the data/documents submitted, the Company will send the login credentials to each shareholder through the provided email address or via a text message. Legal entities only shall be allowed to delegate a proxy, including their custodian or fund/portfolio managers, to attend and vote on their behalf.
The Chairperson of the Board of Directors of EFG Hermes Holding S.A.E., an Egyptian joint stock company with authorized capital of EGP6 billion (Only EGP Six billion) and issued and paid-in capital of EGP 3,843,091,115 (Only three billion eight hundred forty three million ninety one thousand one hundred fifteen Egyptian Pounds), registered under no. 12665 at 6th October Commercial Registry of Giza, and headquartered at Building No. B129, Phase 3, Smart Village, KM 28, Cairo Alexandria Desert Road, Egypt, kindly invites its shareholders to attend the Company's Extraordinary General Meeting in the Company's headquarters through the remote participation and voting mechanism, at 3:00 PM CLT on 20th May 2021, in order to consider the following items on the agenda:
1) Ratifying the proposed Employee Stock Ownership Plan (ESOP) contemplated to be applicable to employees, managers and executive board members of the Company and its subsidiaries, and delegating the Company's Board of Directors to present the plan to, and obtain approval from, the Financial Regulatory Authority "FRA", and introduce any changes required by the FRA;
2) Amending the following articles of the Statutes of the Company:
- Article (10), (16), (40), and (49) to remove all references to bearer shares and holders of such shares, in compliance with Law 17 for the year 2018, cancelling and disallowing bearer shares;
- Article (37) to change the place for holding the Company's general assembly meetings to be in Cairo and Giza governorates, and to remove the reference to the holders of bearer shares;
- Article (19) to state that the Board of Directors shall be constituted in accordance with EGX Listing Rules and the FRA Corporate Governance regulations, as amended from time to another, and delegating the Board's Nomination Committee to set the criteria for the board nominations.
In this respect, please note the following:
First: Each Juridical shareholder (legal entity) has the right to delegate a representative for the purpose of attendance and voting on its behalf. For such a delegation to be valid, it must be in a written proxy, and sent along with the above stated documents through email.
Second: It is required to submit any questions related to the agenda items through the e-voting platform or by registered mail at least three days prior to the date of the general meeting. Discussions in the general meeting shall be limited to the issues listed on the agenda.
Third: Resolutions of the Extraordinary General Meeting shall be issued by a majority of two-thirds of the shares represented in the meeting.
Fourth: This meeting shall be considered valid upon the attendance or representation of at least 50% of the Company's total outstanding shares. In the event of a lack of legal quorum, a second meeting will be called for within 30 days of the first meeting. The second meeting will be considered valid upon the attendance or representation of at least 25% of the Company's total outstanding shares.
Fifth: The Extraordinary General Meeting documents/reports and remote voting will be available on the e-voting platform five days prior to the date of the Extraordinary General Meeting.
Sixth: Natural persons who will not be able to attend and vote through the e-voting platform could review the documents/reports and vote in writing through voting cards available on the Company's website (www.efghermes.com). Voting cards must be signed by the shareholder and received by registered mail or placed in the designated mailbox at the main entrance of the Company's headquarters, at least one hour before the Extraordinary General Meeting convenes, along with: (i) a copy of the personal identification card/passport; (ii) shares freezing certificate (issued three days prior to the meeting date and including that the shares will be frozen until the closing of the General Meeting), (iii) and a mobile number. Such shareholders wishing to listen to discussions of the meeting may do so through a landline telephone using the login details provided by the Company via text message.
Looking forward for your participation in the upcoming Extraordinary General Meeting
Mona Zulficar
Chairperson of the Board of Directors