REG - EFG Holding S.A.E. - OGM Invitation

EFG Holding SAEAnnouncement

Wed 13:15

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RNS Number : 8724G  EFG Holding S.A.E.  30 April 2025

TRANSLATION FROM ARABIC

Invitation to

The Ordinary General Assembly of

EFG Holding S.A.E.

The Chairperson of the Board of Directors of EFG Holding S.A.E., an Egyptian
joint stock company, with an authorized share capital of EGP30 billion (Only
thirty billion Egyptian Pounds), with an issued and paid-in share 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 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, Egypt (the
"Company"), kindly invites the shareholders to attend the Company's Ordinary
General Assembly meeting at the Company's headquarters or through remote
participation and voting, at 10:00 AM CLT, on Saturday 24/5/2025.

The shareholders who wish to attend the Company's Ordinary General Assembly
meeting and vote remotely are kindly requested to submit the following
data/documents: (i) a copy of their personal identification/passport (for
natural persons); (ii) mobile number; (iii) an e-mail address, (iv) shares
freezing certificates (issued at least three days prior to the Ordinary
General Assembly meeting date and stating that the shares will be frozen until
the Ordinary General Assembly meeting adjourns), and (v) a written delegation
for attendance and voting (for legal entities), via the following link or QR
Code:

   https://rebrand.ly/EFGHolding (https://rebrand.ly/EFGHolding)

 

Such submissions will be acceptable starting from the invitation date until,
at least, two days prior to the Ordinary General Assembly meeting date. After
the authentication of the data/documents submitted, the Company will send the
login credentials to each shareholder through the provided e-mail address or
via a text message. Only legal entities 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 31/12/2024;

2.   Approve the auditor's report on the financial statements for the fiscal
year ended 31/12/2024;

3.   Ratify the financial statements for the fiscal year ended 31/12/2024;

4.   Approve the corporate governance report for the fiscal year ended
31/12/2024;

5.   Ratify the resolutions adopted by the Company's Board of Directors
during the meeting dated 18 March 2025 in relation to the restructuring of U
Consumer Finance S.A.E. and its listing on the Egyptian Exchange (the "EGX")
and registration with the Financial Regulatory Authority (the "FRA") ahead of
its shares being traded on the EGX;

6.   Consider the Company's Board of Directors' suggestion regarding the
distribution of the Company's profits, as follows:

a.   the utilization of a portion of the distributable profits of the
Company, based on the financial statements of the Company for the fiscal year
ended on 31 December 2024, for the purposes of distributing to the
shareholders of the Company the same in the form of shares in the share
capital of U Consumer Finance S.A.E. (in lieu of a cash dividend
distribution), representing 20.488%, to be owned by the Company as a result of
the restructuring;

b.   the aforementioned distribution shall be based on the book value of the
shares of U Consumer Finance S.A.E., based on the consolidated financial
statements of U Consumer Finance S.A.E. for the fiscal year ended 31 December
2024, as ratified by the Ordinary General Assembly of the shareholders of U
Consumer Finance S.A.E.;

c.   the aforementioned distribution shall be effected on a pro-rata basis
to the shareholders of the Company (with fractional shares allocated to
minority shareholders), for the purposes of trading the shares of U Consumer
Finance S.A.E. on the EGX, following the finalization of the listing
procedures before the EGX, the registration with the FRA, and the ratification
of the trading disclosure report; and

d.   the shareholders of the Company, including the Employee Stock Option
Program (the "ESOP"), pursuant to Paragraphs 7 & 8 of Article 2 of the
ESOP Statues, shall be entitled to the shares in the share capital of U
Consumer Finance S.A.E. on the record date, which date shall be disclosed
pursuant to the details and procedures which shall be disclosed at a later
stage, following the adoption of the resolution by the Ordinary General
Assembly.

7.   Discharge the Chairperson and members of the Board of Directors of the
Company from all liabilities with respect to the fiscal year ended 31/12/2024;

8.   Approve the remunerations of the Company's non-executive members of the
Board of Directors for the fiscal year ended 31/12/2024, and determine the
remunerations of the members of the Board of Directors of the Company, as well
as their attendance and travel allowances, for the fiscal year 2025;

9.   Ratify all donations during the fiscal year 2024, and authorize the
Board of Directors of the Company to approve donations in excess of EGP1
thousand (Only one thousand Egyptian Pounds) during the fiscal year 2025; and

10.  Consider the settlement of the Company's share accounts with Misr for
Central Clearing, Depository, and Registry (MCDR), which result from
fractional shares, arising from previous capital increases.

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 above link or QR code.

 

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

 

Third: Resolutions of the Ordinary General Assembly shall be adopted by the
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 that the legal quorum is not satisfied during the first meeting, a
second meeting will be convened 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 percentage of shares represented
thereat.

 

Fifth: The shareholders of the Company may access the Ordinary General
Assembly meeting agenda/documents/reports and vote thereon remotely via the
e-voting platform, as of the fifth day prior to the date of the Ordinary
General Assembly meeting.

 

Sixth: For those natural persons who will not be able to attend the Ordinary
General Assembly meeting 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 Ordinary General Assembly meeting
will be made available on the Company's website (www.efghldg.com
(http://www.efghldg.com) ). Voting cards must be signed by the shareholder and
sent via registered mail, at least one hour before the Ordinary General
Assembly meeting convenes, along with: (i) a copy of their personal
identification card/passport; (ii) shares freezing certificate (issued three
days prior to the meeting date and stating that the shares will be frozen
until the Ordinary General Assembly meeting adjourns), (iii) and a mobile
number.

 

 

Mona Zulficar

Chairperson of the Board of Directors

 

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