Notice of AGM

EFG Holding S.A.E.

23 April 2024

 

TRANSLATION FROM ARABIC

Invitation to

The Ordinary General Assembly

EFG Holding S.A.E.

Cairo, April 23, 2024: The Chairperson of the Board of Directors of EFG Holding S.A.E., an Egyptian joint stock company with an authorized capital of EGP30 billion (Only thirty billion Egyptian Pounds) and issued and paid-in 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 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 or through remote participation and voting, at 10:00 AM CLT on Saturday 18/5/2024.

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:

https://rebrand.ly/EFGHolding

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 31/12/2023;

2.   Approve the auditor's report on the financial statements for the fiscal year ended 31/12/2023;

3.   Ratify the financial statements for the fiscal year ended 31/12/2023;

4.   Approve the corporate governance report for the fiscal year ended 31/12/2023;

5.   Discharge the Chairperson and Members of the Board from all liabilities with regard to the Company's activities during the fiscal year 2023;

6.   Approve non-executive Board members' remunerations for the fiscal year 2023, and determine the Board of Directors' remunerations, attendance and travel allowances for the fiscal year 2024;

7.   Ratify the Board of Directors' resolution on 20/12/2023 to appoint Mr. Abdelhady Mohamed Ali Ibrahim, Partner at KPMG Hazem Hassan, as the Company's auditor. And approve the appointment of the Company's auditors for the fiscal year 2024, and delegate the Board of Directors to determine their fees;

8.   Ratify all donations during 2023 and authorize the Board of Directors to approve donations in excess of EGP1 thousand during the fiscal year 2024;

9.   Delegate Mr. Karim Ali Awad Saleh Salama and Mr. Mohamed Khaled Mohamed Abdel Khabir collectively to sign on all subsidiaries' guarantees inside and outside of Egypt.

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.efghldg.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.

Mona Zulficar

Chairperson of the Board of Directors

 

END