REG - EFG-Hermes Holdings - Invitation for 2nd Extraordinary General Meeting

EFG Holding SAEAnnouncement

15/05/2023 07:00

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RNS Number : 3962Z  EFG-Hermes Holdings SAE  15 May 2023

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

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