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ARAMEX PJSC AGM Information 2025

Feb 27, 2025

66347_rns_2025-02-27_da089061-8931-40fa-8b1d-d84b4f0a08d4.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 Company’s shareholders to attend the Annual General Assembly Meeting (“AGM”) which will be held electronically (virtually) 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 20 March 2025 at 12:00 PM 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 2024;

  2. Consider and approve the Auditor’s Report on the Company’s financial position for the year ended 31 December 2024;

  3. Consider and approve the Company's Balance Sheet and Profit and Loss Account for the year ended 31 December 2024;

  4. Consider and approve the Board of Director’s recommendation not to distribute dividends for the fiscal year ended 31 December 2024, based on the justifications disclosed to the shareholders;

  5. Consider and approve the Board of Directors’ remuneration proposal for the year ended 31 December 2024 amounting to AED 4,400,000 (four million and four hundred thousand United Arab Emirates Dirhams);

  6. Absolve the Members of the Board of Directors from any liability for the year ended 31 December 2024 or dismiss them and file a liability claim against them, as the case may be;

  7. Absolve the Company’s external auditors for the year ended 31 December 2024 or dismiss them and file a liability claim against them, as the case may be;

  8. Consider and approve the appointment of Messrs. Ernst & Young as the Company's auditors for the financial year ending 31 December 2025 and to set their fees at AED 6,941,214 (six million and nine hundred and forty-one thousand and two hundred and fourteen United Arab Emirates Dirhams);

  9. 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, as amended.

Notes:

  1. 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, as amended. You may visit the Company’s website (www.aramex.com) to view the clarifying disclosure regarding the approval of proxies.

  2. 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.

  3. 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, a stock market licensed in the United Arab Emirates, or any other entity licensed to perform attestation works.

  4. 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).

  5. The owner of a share registered on the working day preceding the meeting of the General Assembly (i.e. Wednesday 19 March 2025) shall be deemed to be the holder of the right to attend and vote in the meeting.

  6. 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 31 March 2025).

  7. 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 on Thursday 13 March 2025 at 12:00 PM and shall end on the day of the meeting which is on Thursday 20 March 2025 at 12:00 PM.

  8. 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 27 March 2025 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 26 March 2025 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 7 April 2025.

  9. The Shareholders may view the Company’s financial statements and the Company’s 2024 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).

  10. 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. 11. 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/regulations/minority-investor-protection.aspx

  11. 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 Central Securities Depository LLC (Dubai CSD), a subsidiary of Dubai Financial Market if there is any.

  12. Electronic Registration, Attendance, and Electronic Voting

  13. An invitation will be sent to shareholders registered in the shareholders register via SMS and email addresses which contains the registration link on Thursday, 27 February 2025.

  14. After verifying the registration details, the login credentials including the meeting link, username, and password will be sent to the approved shareholders/proxyholders via SMS and Email provided in the registration form one day before the meeting.

  15. For any queries related to the electronic registration, attendance and e-voting, please read the instructions available on SmartAGM Portal (www.smartagm.ae) or via the support channels on SmartAGM Portal, or contact the Company at [email protected].

Board of Directors