REG - EFG-Hermes Holdings - Invitation for the Ordinary General Assembly

EFG Holding SAEAnnouncement

26/04/2022 09:15

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RNS Number : 3553J  EFG-Hermes Holdings SAE  26 April 2022

 

http://www.rns-pdf.londonstockexchange.com/rns/3553J_1-2022-4-26.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3553J_1-2022-4-26.pdf)

TRANSLATION FROM ARABIC

Invitation to

The Ordinary General Assembly

EFG Hermes Holding S.A.E.

Cairo, April 26(th), 2022: 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 EGP
4,865,353,355 (Only four billion eight hundred sixty five million three
hundred fifty three thousand and three hundred fifty five 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 through
remote participation and voting, at 8:30 AM CLT on 19/ 05/2022.

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:

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 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 31/12/2021;

2.   Approve the auditor's report on the financial statements for the fiscal
year ended 31/12/2021;

3.   Ratify the financial statements for the fiscal year ended 31/12/2021;

4.   Approve the corporate governance report for the fiscal year ended
31/12/2021;

5.   Approve the transfer of EGP973,070,675 (Only nine hundred seventy-three
million and seventy thousand six hundred seventy-five Egyptian pounds) from
the retained earnings account as at 31/12/2021 to the capital increase
account, to distribute (1) bonus share for every (5) shares held by each
shareholder;

6.   Approve the appropriations account for the fiscal year ended
31/12/2021;

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

8.   Discharge the Chairperson and Members of the Board from all liabilities
with regard to the Company's activities during the fiscal year 2021;

9.   Approve non-executive Board members' remunerations for the fiscal year
2021, and determine the Board of Directors' remunerations, attendance and
travel allowances for the fiscal year 2022;

10.  Approve the Board of Directors' decision 13/01/2022 to accept the
resignation of Mr. Hatem Abdel Moneim Montasser, Partner at KPMG Hazem Hassan,
as the Company's auditor for the fiscal year 2021, and appoint Mr. Ihab
Mohamed Fouad Abu Al-Majd, Partner, at KPMG Hazem Hassan, as the Company's
auditor for the fiscal year 2021;

11.  Approve the re-appointment of the Company's auditors for the fiscal year
2022 and delegate the Board of Directors to determine their fees;

12.  Ratify all donations during 2021 and authorize the Board of Directors to
approve donations in excess of EGP1 thousand during the fiscal year 2022.

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.efghermes.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.

 

 

Looking forward for your participation in the upcoming Annual General Meeting

 

 

 

 

 

Mona Zulficar

Chairperson of the Board of Directors

 

 

 

 

 

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