Last checked at 18 Apr 2023 08:08
TRANSLATION FROM ARABIC
Invitation to
The Ordinary General Assembly
EFG Hermes Holding S.A.E.
Cairo, April 18th, 2023: 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 EGP5,838,424,030 (Only five billion eight hundred thirty eight million four hundred twenty four thousand and thirty 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 Ordinary General Assembly in the Company's headquarters through remote participation and voting, at 12:00 pm CLT on Saturday 13/5/2023.
The shareholders who wish to attend and vote remotely in the Company's general assembly meeting are kindly requested to submit the following data/documents: (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 Ordinary General Meeting closes), and (v) a written delegation for attendance and voting (for legal entities),via the following link or QR Code:
http://www.rns-pdf.londonstockexchange.com/rns/5722W_1-2023-4-18.pdf
Please click on the link on top of the page
Such submissions will be acceptable starting from the invitation date until two days prior to the General Assembly 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 respective custodians or fund/portfolio managers, to attend and vote on their behalf.
In order to consider the following items on the agenda:
1. Approve the Board of Directors report on the Company's activities for the fiscal year ended 31/12/2022;
2. Approve the auditor's report on the financial statements for the fiscal year ended 31/12/2022;
3. Ratify the financial statements for the fiscal year ended 31/12/2022;
4. Approve the corporate governance report for the fiscal year ended 31/12/2022;
5. Approve the transfer of EGP1,459,606,010 from the retained earnings account as at 31/12/2022 to the capital increase account, to distribute (1) bonus share for every (4) shares held by each shareholder;
6. Approve the appropriations account for the fiscal year ended 31/12/2022;
7. Discharge the Chairperson and Members of the Board from all liabilities with regard to the Company's activities during the fiscal year 2022;
8. Ratify the changes in the composition of the Board which occurred during 2022;
9. Election of the Board of Directors in view of the expiry of the current Board of Directors' legal term;
10. Approve non-executive Board members' remunerations for the fiscal year 2022, and determine the Board of Directors' remunerations, attendance and travel allowances for the fiscal year 2023;
11. Approve the re-appointment of the Company's auditors for the fiscal year 2023 and delegate the Board of Directors to determine their fees;
12. Ratify all donations during 2022 and authorize the Board of Directors to approve donations in excess of EGP1 thousand during the fiscal year 2023.
In this respect, please note the following:
First: Each shareholder that is a judicial person (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 the link or QR code.
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 Assembly; questions submitted contrary to the foregoing will not be considered by the General Assembly. Discussions in the General Assembly shall be limited to the issues listed on the agenda.
Third: Resolutions of the Ordinary General Assembly shall be issued by absolute majority of the shares represented in the meeting.
Fourth: This meeting shall be considered valid upon the attendance or representation of at least 25% of the Company's total outstanding shares. In the event the legal quorum is not satisfied, a second meeting will be convened on the following day at the same time through the remote participation and voting mechanism and will be valid irrespective of the percentage of shares represented thereat.
Fifth: General Assembly documents/reports and remote voting will be available on the e-voting platform five days prior to the date of the General Assembly.
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, at least one hour before the Ordinary General Assembly 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 Assembly), (iii) and a mobile number.
Seventh: The Board of Directors' elections will be conducted through cumulative voting. The composition of the Board should include at least two females representation and should be in compliance with the corporate governance regulations governing securities companies. Nominees running for Board seats should have the required expertise, qualifications and competencies, and are required to submit the following documents through registered mail or via the email address board@efg-hermes.com: (i) an application for nomination; (ii) the candidate's curriculum vitae; (iii) shares freezing certificate (for shareholders); (iv) copy of personal identification for natural persons or a copy of the commercial register and nomination letter for legal entities; (v) a declaration letter confirming meeting the criteria as defined in the Capital Markets Law No. 95 of 1992 and the Companies Law No.159 of 1981 and their executive regulations; (vi) and a proof that the nominee has not been previously convicted of a felony or a misdemeanor for breach of honesty and honor. Final date for nominations is 29/4/2023, and the final slate of candidates which meets the candidacy conditions according to article 19 of the company's statutes will be available on the company's website (www.efghermes.com) ten days prior to the general assembly meeting date.
Looking forward for your participation in the upcoming Annual General Meeting
Mona Zulficar
Chairperson of the Board of Directors