TRANSLATION FROM
ARABIC
Invitation
to
The Ordinary General
Assembly
EFG Holding
S.A.E.
Cairo, April 23, 2024: The
Chairperson of the Board of Directors of EFG Holding S.A.E., an
Egyptian joint stock company with an authorized capital of EGP30
billion (Only thirty billion Egyptian Pounds) and issued and
paid-in 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 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 or through remote
participation and voting, at 10:00 AM CLT on Saturday
18/5/2024.
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:
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 31/12/2023;
2. Approve the auditor's
report on the financial statements for the fiscal year ended
31/12/2023;
3. Ratify the financial
statements for the fiscal year ended 31/12/2023;
4. Approve the corporate
governance report for the fiscal year ended 31/12/2023;
5. Discharge the
Chairperson and Members of the Board from all liabilities with
regard to the Company's activities during the fiscal year
2023;
6. Approve non-executive
Board members' remunerations for the fiscal year 2023, and
determine the Board of Directors' remunerations, attendance and
travel allowances for the fiscal year 2024;
7. Ratify the
Board of Directors' resolution on 20/12/2023 to
appoint Mr. Abdelhady Mohamed Ali Ibrahim, Partner at KPMG Hazem
Hassan, as the Company's auditor. And approve the appointment of
the Company's auditors for the fiscal year 2024, and delegate the
Board of Directors to determine their fees;
8. Ratify all donations during 2023 and authorize the Board of
Directors to approve donations in excess of EGP1 thousand during
the fiscal year 2024;
9. Delegate Mr. Karim
Ali Awad Saleh Salama and Mr. Mohamed Khaled Mohamed Abdel Khabir
collectively to sign on all subsidiaries' guarantees inside and
outside of Egypt.
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.efghldg.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.
Mona Zulficar
Chairperson of the Board of
Directors