Extraordinary General Assembly re Delisting

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

-       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