REG - EZZ Steel Company - Extraordinary General Assembly re Delisting

Ezz Steel Co SAEAnnouncement

19/12/2024 10:45

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RNS Number : 7799Q  EZZ Steel Company - S.A.E.  19 December 2024

 

19 December 2024

EZZ Steel Company - S.A.E.

First Notification

Ezz Steel Company S.A.E. - in accordance with Law 159 of 1981

Commercial Registration No. 472, Al Menofia

Company's authorized capital EGP 8 bn.

Company's issued and paid-up capital EGP 2.176 bn.

 

 

Extraordinary General Assembly Invitation

 

The Board of Directors has the pleasure to invite the shareholders to attend
the Extraordinary General Assembly meeting (EGM) of the Company on Tuesday 28
January 2025 at 3:00 p.m. at the Administration Building of the Company's
Industrial Complex, Sadat City- Al Menofia, Egypt, to consider the following
agenda:

 

1)   Certifying the fair value study prepared by the Independent Financial
Advisor (IFA) and the auditor's report thereon.

2)   Approving the voluntary delisting of the Company from the Egyptian
Stock Exchange (EGX) and the purchase of shares of those affected by the
Company's voluntary delisting at the highest closing price during the month
preceding the date of the Board of Directors' decision to call the EGM to
consider the delisting, or the average closing prices during the three months
preceding the date of the Board of Directors' decision to call the EGM or the
fair value of the delisted share determined by an IFA registered with the
Financial Regulatory Authority (FRA), whichever is higher, in accordance with
the provisions of Article (55) of the EGX Listing & Delisting Rules.

3)   Approving the opening of a temporary account ("voluntary delisting
shares account"), the purpose of which is limited to executing the purchase of
shares of shareholders affected by the delisting, provided that this account
is financed by the Company or a guarantee from a third party in accordance
with the provisions of Article (55) of the EGX Listing & Delisting Rules.

4)   Authorizing the Chairman & Managing Director, or his delegate, to
complete all necessary procedures to execute the voluntary delisting from the
EGX listings, and purchase the shares of those affected by the delisting, the
pledged shares and the shares of other shareholders, and to represent the
Company before the FRA, the General Authority for Investment and Free Zones
(GAFI), as well as all other governmental and non-governmental entities.

 

 

We draw the attention of the shareholders to the following:

 

a.     Each shareholder shall be entitled to attend the EGM in person or
by proxy to another shareholder who is not a board member, by virtue of a
written power of attorney.

b.     Shareholders wishing to attend the EGM must prove they have
deposited their shares with the Company or with one of the banks, or present a
statement issued by a central custodian, stipulating the number of owned
shares and certifying that the shares have been frozen for the purpose of
attending the EGM and until its adjournment.

c.     The executive summary of the IFA study, including the fair value of
the share for the purpose of voluntary delisting, will be published on EGX
screens at least fifteen (15) days before the EGM. All documents related to
the execution of the voluntary delisting, as well as the executive summary of
the IFA fair value study, will be accessible to the shareholders for review at
the Company's headquarters at least fifteen (15) days before the EGM, in
accordance with Article (228) of the Executive Regulations of Law 159 of 1981.

d.     In accordance with the provisions of Article (47 bis) of the EGX
Listing and Delisting Rules, the use of electronic systems that guarantee the
right of every shareholder to attend this EGM and vote on its decisions
remotely will be made available, in addition to holding the EGM meeting at the
above specified place and time. In this regard, we draw the attention of the
shareholders who wish to attend the meeting and vote on its decisions remotely
that they should adhere to the following:

-       Send the necessary information, including a copy of their
identity proof (for natural persons), mobile phone number, email, and share
freezing certificate (issued at least three days before the meeting date and
stipulating that the shares will remain frozen until the assembly adjourns)
and authorization to attend and vote (for representatives of legal persons),
via the following electronic link:

-       https://rebrand.ly/ezzsteel (https://rebrand.ly/ezzsteel)

 

-       Registration will be enabled as of the date of this invitation;
after verifying the shareholder's data, the login details for each shareholder
(username and password) will be sent via email or through a text message.

-       After registering the shareholders' information, electronic
voting on the meeting's agenda will be enabled as of Tuesday 21 January 2025
until the EGM adjourns.

-       Any questions related to the above agenda items must be
submitted in writing to the Company's headquarters, or sent by registered mail
to the Company's address, or submitted through the above link, at least three
days before the date of the meeting.

 

Best Regards

 

Chairman & Managing Director

 

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