Last checked at 14 Apr 2020 08:11
TRANSLATION FROM ARABIC
Invitation to
The Annual General Meeting
EFG Hermes Holding S.A.E.
Cairo, April 14th, 2020: In light of the precautionary measures taken in Egypt against the Covid-19 pandemic in accordance with the Egyptian Prime Minister's Decree No. 606 of 2020, ordering the temporary suspension of all activities that require large gatherings and the currently imposed travel ban, and in line with the Statement by the Chairman of the Financial Regulatory Authority "FRA" that allows listed companies to use remote audiovisual and electronic technology for attendance and voting in the meetings of the Board of Directors and General Shareholders; EFG Hermes has decided to hold its Annual 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 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 annual general meeting closes), (v) and a written delegation for attendance and voting (for legal entities); via the email address generalassembly@efg-hermes.com. Such submissions will be acceptable starting from the invitation date until two days prior to the 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 Annual General Meeting in the company's headquarters through the remote participation and voting at 4:00 PM CLT on 7th May 2020, 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 31/12/2019;
2. Approve the auditor's report on the financial statements for the fiscal year ended 31/12/2019;
3. Ratify the financial statements for the fiscal year ended 31/12/2019;
4. Approve the corporate governance report for the fiscal year ended 31/12/2019;
5. Discharge the Chairperson and Members of the Board from all liabilities with regard to the activities during the fiscal year 2019;
6. Election of the Board of Directors in view of the expiry of the current Board of Directors' legal term;
7. Approve non-executive Board members' remunerations for the fiscal year 2019, and approve the Board of Directors' remunerations, attendance and travel allowances for the fiscal year 2020;
8. Approve the re-appointment of the company's auditors for the fiscal year 2020 and delegate the Board of Directors to determine their fees;
9. Ratify all donations during 2019 and authorize the Board of Directors to approve donations in excess of EGP1 thousand during the fiscal year 2020.
In this respect, please note the following:
First: Each Juridical shareholder has the right for delegation 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 Ordinary General Assembly shall be issued by absolute majority of the shares represented in the meeting.
Fourth: This meeting is considered valid with the representation of 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 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 a designated mailbox at the main entrance of the company's headquarters, at least one hour before the general assembly convenes, along with: (i) a copy of the personal identification; (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. 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.
Seventh: The Board of Directors' elections will be conducted through cumulative voting. The composition of the Board should include at least one female 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 22nd April 2020, and the final slate of candidates will be available on the company's website (www.efghermes.com) ten days prior to the general assembly meeting date.
Mona Zulficar
Chairperson of the Board of Directors