Invitation for 2nd Extraordinary General Meeting

EFG-Hermes Holdings SAE

15 May 2023

 

http://www.rns-pdf.londonstockexchange.com/rns/3962Z_1-2023-5-15.pdf

TRANSLATION FROM ARABIC

Invitation to

The Extraordinary General Meeting

EFG Hermes Holding S.A.E. (Second Meeting)

Cairo, May 15^th, 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 Extraordinary General Meeting in the Company's headquarters through the remote participation and voting mechanism, at 9:00 AM CLT on Wednesday 24^th May 2023, noting that this invitation is for a second meeting due to a lack of legal quorum in the first meeting convened on Saturday 13^th May 2023.

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: (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), via the following link or QR Code:

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 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.

In order to consider the following items on the agenda:

1)   Approve  the increase of the company's authorized capital from EGP 6,000,000,000 to EGP 30,000,000,000;

2)   Approve the increase of the company's issued and paid in capital from EGP 5,838,424,030 to EGP 7,298,030,040 through the transfer of EGP 1,459,606,010 from the retained earnings account as at 31/12/2022 to the  capital increase account and distributing  291,921,202 bonus shares representing (1) bonus shares for every 4 shares held by each shareholder;

3)   Amending articles (6) and (7) of the Company's Statutes in light of the proposed capital increase;

4)   Ratifying the proposed change in the Company's name and amending article (2) of the Company's Statutes accordingly.

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 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 meeting; questions received contrary to foregoing will not be considered by 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 three-quarters of the shares represented in the meeting for items number 1, 2, 3, and two thirds of the shares represented in the meeting for item number 4.

Fourth:  This meeting shall 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.

Looking forward to your participation in the upcoming Extraordinary General Meeting

Mona Zulficar

Chairperson of the Board of Directors

 

END