Efg-hold.gdr S Regulatory News (EFGD)

TRANSLATION FROM ARABIC

Invitation to

The Ordinary General Assembly of

EFG Holding S.A.E.

The Chairperson of the Board of Directors of EFG Holding S.A.E., an Egyptian joint stock company, with an authorized share capital of EGP30 billion (Only thirty billion Egyptian Pounds), with an issued and paid-in share capital of EGP 7,298,030,040 (Only seven billion two hundred ninety eight million thirty thousand and forty Egyptian Pounds), registered under no. 12665 at the 6th of October Commercial Registry in Giza, and headquartered at Building No. B129, Phase 3, Smart Village, KM 28, Cairo-Alexandria Desert Road, Egypt (the "Company"), kindly invites the shareholders to attend the Company's Ordinary General Assembly meeting at the Company's headquarters or through remote participation and voting, at 10:00 AM CLT, on Saturday 24/5/2025.

The shareholders who wish to attend the Company's Ordinary General Assembly meeting and vote remotely are kindly requested to submit the following data/documents: (i) a copy of their personal identification/passport (for natural persons); (ii) mobile number; (iii) an e-mail address, (iv) shares freezing certificates (issued at least three days prior to the Ordinary General Assembly meeting date and stating that the shares will be frozen until the Ordinary General Assembly meeting adjourns), and (v) a written delegation for attendance and voting (for legal entities), via the following link or QR Code:

Such submissions will be acceptable starting from the invitation date until, at least, two days prior to the Ordinary General Assembly meeting date. After the authentication of the data/documents submitted, the Company will send the login credentials to each shareholder through the provided e-mail address or via a text message. Only legal entities 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 31/12/2024;

2. Approve the auditor's report on the financial statements for the fiscal year ended 31/12/2024;

3. Ratify the financial statements for the fiscal year ended 31/12/2024;

4. Approve the corporate governance report for the fiscal year ended 31/12/2024;

5. Ratify the resolutions adopted by the Company's Board of Directors during the meeting dated 18 March 2025 in relation to the restructuring of U Consumer Finance S.A.E. and its listing on the Egyptian Exchange (the "EGX") and registration with the Financial Regulatory Authority (the "FRA") ahead of its shares being traded on the EGX;

6. Consider the Company's Board of Directors' suggestion regarding the distribution of the Company's profits, as follows:

a. the utilization of a portion of the distributable profits of the Company, based on the financial statements of the Company for the fiscal year ended on 31 December 2024, for the purposes of distributing to the shareholders of the Company the same in the form of shares in the share capital of U Consumer Finance S.A.E. (in lieu of a cash dividend distribution), representing 20.488%, to be owned by the Company as a result of the restructuring;

b. the aforementioned distribution shall be based on the book value of the shares of U Consumer Finance S.A.E., based on the consolidated financial statements of U Consumer Finance S.A.E. for the fiscal year ended 31 December 2024, as ratified by the Ordinary General Assembly of the shareholders of U Consumer Finance S.A.E.;

c. the aforementioned distribution shall be effected on a pro-rata basis to the shareholders of the Company (with fractional shares allocated to minority shareholders), for the purposes of trading the shares of U Consumer Finance S.A.E. on the EGX, following the finalization of the listing procedures before the EGX, the registration with the FRA, and the ratification of the trading disclosure report; and

d. the shareholders of the Company, including the Employee Stock Option Program (the "ESOP"), pursuant to Paragraphs 7 & 8 of Article 2 of the ESOP Statues, shall be entitled to the shares in the share capital of U Consumer Finance S.A.E. on the record date, which date shall be disclosed pursuant to the details and procedures which shall be disclosed at a later stage, following the adoption of the resolution by the Ordinary General Assembly.

7. Discharge the Chairperson and members of the Board of Directors of the Company from all liabilities with respect to the fiscal year ended 31/12/2024;

8. Approve the remunerations of the Company's non-executive members of the Board of Directors for the fiscal year ended 31/12/2024, and determine the remunerations of the members of the Board of Directors of the Company, as well as their attendance and travel allowances, for the fiscal year 2025;

9. Ratify all donations during the fiscal year 2024, and authorize the Board of Directors of the Company to approve donations in excess of EGP1 thousand (Only one thousand Egyptian Pounds) during the fiscal year 2025; and

10. Consider the settlement of the Company's share accounts with Misr for Central Clearing, Depository, and Registry (MCDR), which result from fractional shares, arising from previous capital increases.

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 above link or QR code.

Second: It is required to submit any questions related to the agenda items of the Ordinary General Assembly meeting through the e-voting platform or by registered mail, at least three days prior to the date of the Ordinary General Assembly meeting. Questions submitted contrary to the foregoing will not be considered by the Ordinary General Assembly. Discussions during the Ordinary General Assembly shall be limited to the issues listed on the agenda.

Third: Resolutions of the Ordinary General Assembly shall be adopted by the 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 that the legal quorum is not satisfied during the first meeting, a second meeting will be convened on the following day, at the same time, through the remote participation and voting mechanism, and the second meeting will be considered valid irrespective of the percentage of shares represented thereat.

Fifth: The shareholders of the Company may access the Ordinary General Assembly meeting agenda/documents/reports and vote thereon remotely via the e-voting platform, as of the fifth day prior to the date of the Ordinary General Assembly meeting.

Sixth: For those natural persons who will not be able to attend the Ordinary General Assembly meeting and vote through the e-voting platform, and wish to vote in writing, the agenda/documents/reports and template voting cards (and the instructions related thereto) of the Ordinary General Assembly meeting will be made available on the Company's website (www.efghldg.com). Voting cards must be signed by the shareholder and sent via registered mail, at least one hour before the Ordinary General Assembly meeting convenes, along with: (i) a copy of their personal identification card/passport; (ii) shares freezing certificate (issued three days prior to the meeting date and stating that the shares will be frozen until the Ordinary General Assembly meeting adjourns), (iii) and a mobile number.

Mona Zulficar

Chairperson of the Board of Directors