EFG-Hermes Holdings SAE Invitation to Annual General Assembly Meeting (5326J)
14 April 2020 - 9:11AM
UK Regulatory
TIDMEFGD
RNS Number : 5326J
EFG-Hermes Holdings SAE
14 April 2020
TRANSLATION FROM ARABIC
Invitation to
The Annual General Meeting
EFG Hermes Holding S.A.E.
Cairo, April 14(th) , 2020: In light of the precautionary
measures taken in Egypt against the Covid-19 pandemic in accordance
with the Egyptian Prime Minister's Decree No. 606 of 2020, ordering
the temporary suspension of all activities that require large
gatherings and the currently imposed travel ban, and in line with
the Statement by the Chairman of the Financial Regulatory Authority
"FRA" that allows listed companies to use remote audiovisual and
electronic technology for attendance and voting in the meetings of
the Board of Directors and General Shareholders; EFG Hermes has
decided to hold its Annual General Meeting through remote
participation and voting to ensure the safety of its shareholders,
directors and employees, and to facilitate the participation of the
company's shareholders inside and outside of Egypt.
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 annual general meeting closes), (v)
and a written delegation for attendance and voting (for legal
entities); via the email address generalassembly@efg-hermes.com .
Such submissions will be acceptable starting from the invitation
date until two days prior to the 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.
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 3,843,091,115 (Only three billion eight hundred forty three
million ninety one thousand one hundred fifteen Egyptian Pounds),
registered under no. 12665 at 6(th) 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 Annual General Meeting in
the company's headquarters through the remote participation and
voting at 4:00 PM CLT on 7(th) May 2020, 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 31/12/2019;
2. Approve the auditor's report on the financial statements for the fiscal year ended 31/12/2019;
3. Ratify the financial statements for the fiscal year ended 31/12/2019;
4. Approve the corporate governance report for the fiscal year ended 31/12/2019;
5. Discharge the Chairperson and Members of the Board from all
liabilities with regard to the activities during the fiscal year
2019;
6. Election of the Board of Directors in view of the expiry of
the current Board of Directors' legal term;
7. Approve non-executive Board members' remunerations for the
fiscal year 2019, and approve the Board of Directors'
remunerations, attendance and travel allowances for the fiscal year
2020;
8. Approve the re-appointment of the company's auditors for the
fiscal year 2020 and delegate the Board of Directors to determine
their fees;
9. Ratify all donations during 2019 and authorize the Board of
Directors to approve donations in excess of EGP1 thousand during
the fiscal year 2020.
In this respect, please note the following:
First: Each Juridical shareholder has the right for delegation
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 email.
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.
Discussions in the general meeting 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 is considered valid with the representation
of 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 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 a
designated mailbox at the main entrance of the company's
headquarters, at least one hour before the general assembly
convenes, along with: (i) a copy of the personal identification;
(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. Such
shareholders wishing to listen to discussions of the meeting may do
so through a landline telephone using the login details provided by
the company via text message.
Seventh: The Board of Directors' elections will be conducted
through cumulative voting. The composition of the Board should
include at least one female representation and should be in
compliance with the corporate governance regulations governing
securities companies. Nominees running for Board seats should have
the required expertise, qualifications and competencies, and are
required to submit the following documents through registered mail
or via the email address board@efg-hermes.com: (i) an application
for nomination; (ii) the candidate's curriculum vitae; (iii) shares
freezing certificate (for shareholders); (iv) copy of personal
identification for natural persons or a copy of the commercial
register and nomination letter for legal entities; (v) a
declaration letter confirming meeting the criteria as defined in
the Capital Markets Law No. 95 of 1992 and the Companies Law No.159
of 1981 and their executive regulations; (vi) and a proof that the
nominee has not been previously convicted of a felony or a
misdemeanor for breach of honesty and honor. Final date for
nominations is 22(nd) April 2020, and the final slate of candidates
will be available on the company's website (www.efghermes.com) ten
days prior to the general assembly meeting date.
Mona Zulficar
Chairperson of the Board of Directors
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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