Edita Food Industries - Invitation of Ordinary General Meeting

The Chairman of the Board of Directors of Edita Food Industries S.A.E. ("the Company"), has the pleasure to invite the shareholders of the Company to attend the Ordinary General Assembly Meeting of the Company set to convene on Thursday dated 28 March 2024  at 2:30 p.m. through the E-MAGLES system, where the shareholders would be able to remotely vote electronically vote on all items of the agenda, and to attend the meeting through video call, which is deemed valid attendance to the meeting. Shareholders shall register and complete all data through the following QR Code:

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To discuss the set forth agenda:

Ordinary General Assembly:

1.   Approving the Board of Directors report on Company's activities for the fiscal year ending 31/12/2023, and approving the corporate governance annual report and the Auditor's report thereon;

2.   Approving the auditor's report for the standalone and consolidated financial statements for the fiscal year ending 31/12/2023;

3.   Approving the Company's standalone and consolidated financial statements for the fiscal year ending 31/12/2023;

4.   Approving the proposed profit distribution, which comprises of a profit distribution for the fiscal year ending on 31/12/2023;

5.   Discharging the members of the Board of Directors from their liabilities for the fiscal year ending 31/12/2023;

6.   Electing the Board of Directors and specifying their capacities, and determining allowances and remuneration for the fiscal year ending 31/12/2024 and determining the signatory authorities and the spending limit of the Company;

7.   Authorizing the Board of Directors in concluding related party contracts during the fiscal year ending 31/12/2024;

8.   Approve the renewal of the Management Agreement with Eng. Hani Nabih Berzi;

9.   Approve the related party agreements concluded by Edita Food Industries S.A.E Subsidiaries during the fiscal year ending 31/12/2023;

10. Authorizing the Board of Directors to grant donations during the fiscal year ending 31/12/2024, and approve the donations granted during the fiscal year ending 31/12/2023; and

11. Appointing the Company's auditor for the fiscal year ending 31/12/2024 and determining his remuneration.

We draw the attention of the shareholders to the following:

·    Each shareholder shall be entitled to attend the ordinary general meeting in person or by proxy to another shareholder who is not a board member, by virtue of a written power of attorney.

·    No shareholder may represent more than 10% of the issued share capital of the Company by proxy at the ordinary general meeting, and not exceeding 20% of the shares represented at the meeting.

·    Shareholders wishing to attend the ordinary general meeting must submit a statement issued by a central custodian specifying that the shares have been frozen for purposes of attending the meeting and until its adjournment, at least three days prior to the meeting. No transfer of ownership of shares may be registered in the Company's register from the date of publication of the invitation to the meeting until the adjournment of the general assembly.

·    The ordinary general meeting shall be valid if attended by shareholders representing at least 50% of the issued and paid capital. If the quorum not attained at the meeting, a second meeting shall convene the following day at the same time and with the same mechanism set for the first meeting specified in the invitation, and the second meeting shall be deemed valid regardless of the shares represented therein. 

·    Resolutions of the ordinary general meeting shall be adopted by a majority of two thirds of the shares represented.

·    Any inquiries relating to the agenda of the ordinary general meeting shall be delivered in writing by registered mail or hand delivered at the Company's headquarters at least three days prior to the ordinary general meeting.

·    All documents to be made available to shareholders in accordance with Article 221/228 of the Executive Regulations of the Companies Law No. 159 of 1981 are available for review at the Company's headquarters located at Shaikh Zayed City - Sixth of October - Plot No. (13) - Central Pivot - Giza, during official working hours.

Please note that electronic voting on all items of the agenda of the ordinary general assembly meeting will be open and all shareholders must follow the procedures prescribed in the system for the electronic registration and voting through the above QR Code.

The attached invitation in Arabic will be published in two daily newspapers.

Eng. Hani Berzi

Chairman