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ARAMEX PJSC AGM Information 2022

Mar 31, 2022

66347_rns_2022-03-31_2a4a9443-9d11-42ee-973d-8de09633adb3.pdf

AGM Information

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Aramex (PJSC)

Invitation to Attend the Annual General Assembly Meeting

The Board of Directors (the “Board”) of Aramex PJSC (the “Company”) is pleased to invite the shareholders to attend the Annual General Assembly Meeting (“AGM”) which will be held remotely/electronically with the option to attend in-person at the Company’s premises in Umm Ramool, opposite Dubai International Airport – Terminal 3, Dubai – UAE, on Thursday 21 April 2022 at 3:00 PM UAE local time to discuss and consider the following agenda:

  1. Consider and approve the Report of the Board of Directors on the Company’s activities and financial position for the year ended 31 December 2021;

  2. Consider and approve the Auditor’s Report on the Company’s financial position for the year ended 31 December 2021;

  3. Consider and approve the Company's Balance Sheet and Profit and Loss Account for the year ended 31 December 2021;

  4. Consider and approve the Board of Director’s recommendation to distribute cash dividends for the year ended 31 December 2021 amounting to AED 190,333,000 (one hundred ninety million and three hundred thirty-three thousand United Arab Emirates Dirhams) which represents 13% of the Company’s share capital or AED 0.13 per share;

  5. Consider and approve the Board of Directors’ remuneration proposal for the year ended 31 December 2021 amounting to AED 4,240,000 (four million and two hundred and forty thousand United Arab Emirates Dirhams) plus VAT;

  6. Absolve the Members of the Board of Directors from any liability for the year ended 31 December 2021 or dismiss them and file a liability claim against them, as the case may be;

  7. Absolve the Company’s external auditors from any liability for the year ended 31 December 2021 or dismiss them and file a liability claim against them, as the case may be;

  8. Appoint the Company’s external auditors for the year ending 31 December 2022 and determine their fees;

  9. Ratification of the Board of Directors’ decision regarding the appointment of the Board Members Mr. Benjamin Démogé and Mr. Yves Delmas to replace Mr. Sunil Bhilotra and Mr. Ramez Shehadi;

  10. To authorize the Company’s Board Members to participate in any business in competition with the Company in accordance with Article (152) of the Federal Decree Law No. (32) of 2021 on Commercial Companies; and

  11. Approve the Company’s Board Members’ Remuneration Policy in accordance with Article (29) of the Chairman of Authority’s Board of Directors’ Decision no. (3/Chairman) of 2020 concerning Approval of Joint Stock Companies Governance Guide.

Special Resolutions:

  1. To approve the amendment of Articles (14), (15), (16), (17), (22), (23), (35), (36), (41), (43), (44), (46), (47), (50), (52), (59) of the Company’s Articles of Association to comply with the recently issued Federal Decree Law No. (32) of 2021 on Commercial Companies and other related legislations applicable in the UAE, subject to obtaining the necessary approvals from the relevant regulatory authorities.

  2. To approve authorizing the Board of Directors to amend Article (6) of the Company’s Articles of Association to allow the increase in foreign ownership in line with the

Federal Decree Law No. (32) of 2021 on Commercial Companies, and in line with the Cabinet Resolution No. (55) of 2021 Regarding Determining the List of Activities With Strategic Impact, and upon obtaining the approval of the Securities and Commodities Authority ("SCA") and a resolution of the Board of Directors in relation to specifying the percentage ownership within a maximum period of six (6) months from the date of the Annual General Assembly (or any adjournment). Otherwise, this authorization shall be considered null and void after the lapse of the said period. This amendment shall be considered valid upon issuance of a certificate of amendment of the Articles of Association by SCA in accordance with the procedures followed by SCA and the Dubai Financial Market.

Notes:

Any shareholder having the right to attend the General Assembly may delegate any person elected by such shareholder, other than a Member of the Board, an employee of the Company, or a securities brokerage company or its employees, under a special written proxy. A proxy for a number of shareholders shall not hold in this capacity over 5% of the capital of the Company. Shareholders who are minors or interdicted shall be represented by their legal representatives, subject to the requirements of Sections (1) and (2) of Article (40) of the Chairman of Authority’s Board of Directors’ Decision no. (3/Chairman) of 2020 concerning Approval of Joint Stock Companies Governance Guide. You may visit the Company’s website (www.aramex.com) to view the clarifying disclosure regarding the approval of proxies.

  1. A corporate person may delegate one of its representatives or those in charge of its management under a decision passed by its Board of Directors or any similar entity to represent such corporate person in the General Assembly of the Company. The delegated person shall have the powers as determined under the delegation decision.

  2. The signature of the shareholder indicated in the proxy mentioned in the previous note must be the signature approved by the Notary Public, a commercial chamber or an economic department in the United Arab Emirates, a bank or a company licensed in the United Arab Emirates provided that the proxy shall have an account with any of them, or any other entity licensed to perform attestation works.

  3. A shareholder wishing to appoint a proxy must complete the proxy form available on the Company’s website (www.aramex.com) or registration page of Aramex PJSC on www.smartagm.ae, and then send the proxy form with any supporting documents to the following email address: ([email protected]) or upload them on the page of Aramex PJSC on (www.smartagm.ae).

  4. The owner of a share registered on the working day preceding the meeting of the General Assembly (i.e. Wednesday 20 April 2022) shall be deemed to be the holder of the right to attend and vote in the meeting.

  5. The holder of the right to dividends shall be the owner of the share registered on the tenth day commencing on the day following the date of convening the General Assembly which resolved to distribute such dividends (i.e. Monday 2 May 2022).

  6. Shareholders may attend the General Assembly meeting and vote on the above resolutions by registering on (www.smartagm.ae). Registration for attendance of the General Assembly meeting shall start as of the day before the meeting which is on

Wednesday 20 April 2022 at 3:00 PM UAE local time and shall end on the day of the meeting which is on Thursday 21 April 2022 at 3:00 PM UAE local time.

  1. The meeting of the General Assembly shall not be valid unless registered/attended by shareholders who hold or represent by proxy at least (50%) of the Company's share capital. If this quorum is not met in the first meeting, the second meeting shall be convened on Thursday 28 April 2022 at the same place and time. The second meeting shall be valid irrespective of the percentage of shares present or represented. In the event that a second meeting is held, the registered owner of a share on Wednesday 27 April 2022 shall be deemed to be the holder of the right to attend and vote in the second meeting, and the holder of the right to dividends shall be the owner of the share registered on Monday 9 May 2022.

  2. The Shareholders may view the Company’s financial statements and the Company’s 2021 Integrated Report on the Company’s website (www.aramex.com), the DFM’s website (www.dfm.ae), or on the registration page of Aramex PJSC on (www.smartagm.ae).

  3. Special Resolution: Such resolution issued by the majority votes of shareholders holding at least 75% of the shares represented at the General Assembly meeting of the Company.

  4. Shareholders can view the guide on investor rights in securities by visiting the website of the Securities and Commodities Authority at https://www.sca.gov.ae/ar/services/minority-investor-protection.aspx

  5. The shareholders should update their contact and address details at the Dubai Financial Market to ensure receiving the profits, as the profits will be distributed through the Dubai Financial Market if there is any.

Board of Directors