OGM Invitation

EFG Holding S.A.E.

09 April 2026

 

TRANSLATION FROM ARABIC

Invitation to

The Ordinary General Assembly Meeting of

EFG Holding S.A.E.

Cairo, April 9^th, 2026: The Chairperson of the Board of Directors of EFG Holding S.A.E., an Egyptian joint stock company, with an authorized share capital of EGP 30 billion (Only thirty billion Egyptian Pounds), and an issued and paid-in share capital of EGP 7,179,465,040 (Only seven billion, one hundred seventy-nine million, four hundred sixty-five thousand, and forty Egyptian Pounds), registered under no. 12665 at the 6^th of October Commercial Registry in Giza, and headquartered at Building No. B129, Phase 3, Smart Village, KM 28, Cairo-Alexandria Desert Road, the Arab Republic of Egypt (the "Company"), kindly invites the shareholders of the Company to attend its Ordinary General Assembly meeting, held at the Company's headquarters and through remote participation and voting, at 10 AM CLT, on Saturday 2/5/2026 (the "OGM").

The shareholders of the Company who wish to attend the OGM and vote remotely are kindly requested to submit the following data/documents: (i) a copy of their personal identification/passport (for natural persons), (ii) their mobile number, (iii) their email address, (iv) a shares freezing certificate (issued at least three days prior to the date of the OGM, and evidencing that the shares held thereby in the Company will be frozen until the OGM is adjourned), and (v) a written delegation for attendance and voting (for judicial persons (legal entities)), via the following link or QR Code:

https://emagles.com/voterinformation/EFG669018

Such submissions will be acceptable starting from this invitation's date until, at least, two days prior to the date of the OGM. After the verification of the data/documents, the Company will send the login credentials to each Company shareholder through the provided e-mail address or via a text message. It should be noted that only judicial persons (legal entities) shall be allowed to delegate a proxy for voting purposes, including their respective custodians or fund/portfolio managers, to attend the OGM and vote on their behalf.

The OGM will convene in order to consider the following agenda items:

1.   Approve the Board of Directors' report on the Company's activities for the fiscal year ended 31/12/2025;

2.   Approve the auditor's report on the financial statements of the Company for the fiscal year ended 31/12/2025;

3.   Ratify the financial statements of the Company for the fiscal year ended 31/12/2025;

4.   Deliberate on the Board of Directors' recommendation regarding the distribution of cash dividends to the shareholders;

5.   Approve the corporate governance report of the Company for the fiscal year ended 31/12/2025;

6.   Discharge the members of the Board of Directors from all liabilities with regard to the Company's activities during the fiscal year ended 31/12/2025;

7.   Approve the renumerations of the non-executive members of the Board of Directors for the fiscal year ended 31/12/2025, and determine the remunerations of the members of the Board of Directors, as well as attendance and travel allowances, for the fiscal year 2026;

8.   Elect the Company's Board of Directors for a new three-year term, in view of the expiry of the current Board of Directors' legal term;

9.   Approve the appointment of Mr. Yasser Mostafa Taha Abdel Gawad, Partner at KPMG Hazem Hassan, as the Company's Auditor for the fiscal year 2026, pursuant to the recommendation of the Board of Directors, and authorize the Board of Directors to determine his remuneration; and

10.  Ratify all donations during the fiscal year 2025 and authorize the Board of Directors to approve donations in excess of EGP1 thousand during the fiscal year 2026.

In this respect, please note the following:

First: Each shareholder that is a judicial person (legal entity) only has the right to delegate a representative for the purpose of attending the OGM and voting on its behalf. For such a delegation to be valid, it must be in writing and sent along with the above stated data/documents through the above link or QR code.

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

Third: Resolutions of the OGM shall be issued by an absolute majority of the Company's shares present or represented in the OGM.

Fourth: The OGM shall be considered valid upon the attendance or representation of 25% of the Company's total outstanding shares. In the event of a lack of legal quorum during the OGM, a second meeting will convene 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 number of shares in attendance or represented.

Fifth: The OGM documents/reports and remote voting will be made available to the Company shareholders on the e-voting platform five days prior to the date of the OGM.

Sixth: For those natural persons who will not be able to attend the OGM 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 OGM will be made available to the Company's shareholders on the Company's website (www.efgholding.com). Voting cards must be signed by the Company's shareholder, sent via registered mail, and received by the Company, at least one hour before the OGM convenes, along with: (i) a copy of his/her personal identification/passport, (ii) his/her mobile number, and (iii) a shares freezing certificate (issued at least three days prior to the date of the OGM, and evidencing that the shares held thereby in the Company will be frozen until the OGM is adjourned).

Seventh: The election of the members of the Board of Directors shall be conducted using the cumulative voting system for a total of 12 seats. The composition of the Board of Directors shall include at least two female members and shall be in compliance with the corporate governance regulations governing companies operating in the capital markets sector. Any persons wishing to nominate themselves for membership of the Board of Directors must have the required expertise, qualifications, and competencies, and are required to submit the following documents to the Company through registered mail or via the email address [e-mail]: (i) an application for nomination, (ii) the candidate's curriculum vitae, (iii) a shares freezing certificate (issued at least three days prior to the date of the OGM, and evidencing that the shares held thereby in the Company will be frozen until the OGM is adjourned) (for shareholders), (iv) a copy of his/her personal identification/Passport (for natural persons) or a copy of the commercial register and nomination letter (if available) (for judicial persons (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, their respective Executive Regulations, and the decrees promulgated in respect thereof, and (vi) a proof that the nominee has not been previously convicted of a felony or a misdemeanor involving breach of trust or dishonor. Please note that applications for nomination will be accepted from 12/04/2026 to 16/04/2026, to allow the Nomination Committee to review and evaluate all submissions, issue recommendations for the exclusion of unqualified candidates, and submit its report to the Board of Directors for consideration, prior to presenting it to the OGM for action and voting. The final list of candidates who satisfy the eligibility requirements for nomination according to Article 19 of the Company's Statutes will be available on the Company's website (www.efgholding.com) and the E-Magles link ten days prior to the OGM's date.

Looking forward to your participation in the upcoming OGM, please accept our best regards.

Mona Zulficar

Chairperson of the Board of Directors

 

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