Edita's OGM Invitation 6 November 2024

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 Wednesday dated 6 November 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:

rebrand.ly/Edita    

To discuss the set forth agenda:

Ordinary General Assembly:

1.   Electing a Non-Executive Independent Board Member with the same allowances and remuneration granted to the Board of Directors for the fiscal year ending on 31/12/2024;

2.   Consider approving the proposed profit distribution list including the distribution of part of the profits of the company for the financial year ending on 31/12/2023.

3.   Consider the approval of granting a corporate guarantee by Edita Food Industries S.A.E to Edita for Trade and Distribution S.A.E, Edita Confectionary Industries S.A.E and Edita Frozen Food Industries S.A.E; and

4.   Consider approving the delegation of the Board of Directors to conclude new related party agreements during the financial year ending on 31/12/2024.

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.

·    Any person who wishes to be elected as an Independent Non-Executive member of the Board of Directors, shall send a request to the Company in writing, attaching a CV and a personal identification document, to the following email: [email protected], at least three (3) days prior to the scheduled date of the Ordinary General Assembly meeting. These applications will be submitted to the shareholders at the Ordinary General Assembly meeting after being reviewed by the Company to verify the suitability of the candidates as per the legal conditions and requirements.

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