Edita Food Industries - Invitation for the Ordinary General Assembly Meeting
The Chairman and Managing Director of the Board of Directors of Edita Food Industries S.A.E ("the Company"), has the pleasure to invite you to attend the Ordinary General Assembly Meeting of the Company set to convene on Tuesday, 30 March, 2021 at 3:00 p.m. through the E-MAGLES system, where the shareholders would be able to remotely vote electronically on all items of the agenda, and to attend the meeting through video call, which is deemed a valid attendance to the meeting. Shareholders shall register and complete all data through the following QR Code found on the attached PDF.
To discuss the set forth agenda:
1. Approving the Board of Directors report on Company's activities for the fiscal year ending 31/12/2020, and ratification of the corporate governance annual report & Auditor's report thereon;
2. Approving the auditor's report for the standalone and consolidated financial statements for the fiscal year ending 31/12/2020;
3. Approving the Company's standalone and consolidated financial statements for the fiscal year ending 31/12/2020;
4. Approving the proposed profit distribution, which comprises of a profit distribution for the fiscal year ending on 31/12/2020;
5. Discharging the members of the Board of Directors from their responsibilities for the fiscal year ending 31/12/2020;
6. Election of the Board of Directors members for a new mandate and determining their capacities;
7. Determining the Board of Directors' allowance and remuneration for the fiscal year ending 31/12/2021;
8. Authorizing the Board of Directors in renewing the related party agreement relating to the management contract for a similar term and with same terms.
9. Authorizing the Board of Directors to grant donations during the fiscal year ending 31/12/2021, and approve the donations granted during the fiscal year ending 31/12/2020;
10. Appointing the Company's auditor for the fiscal year ending 31/12/2021 and determining his remuneration
We draw the attention of the shareholders to the following:
· Each shareholder shall be entitled to attend the ordinary general assembly meeting in person or by proxy to another shareholder who is not a board member, by written proxy.
· No shareholder may represent more than 10% of the share capital of the Company by proxy at the ordinary general assembly meeting, and not exceeding 20% of the shares represented at the meeting.
· Shareholders desiring to attend the ordinary general assembly 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.
· Anyone wishing to run for board membership elections of the Company shall submit an application, either by email to Menna.ShamsEldin@Edita.com.eg or by hand in exchange of receipt, annexing his CV, at least 3 days before the scheduled date of the general assembly meeting. All applications shall be made available to the shareholders for consultation during the ordinary general assembly meeting, after having been reviewed by the Company to ensure that all conditions and requirements prescribed by the law are met.
· The ordinary general assembly meeting shall be valid if attended by shareholders representing at least 50% of the issued and paid capital. If a quorum is not attained at the meeting, a second meeting shall convene the following day at the same time and in the same mechanism set for the first meeting specified in the invitation, and the second meeting shall be deemed valid regardless of the percentage of shares represented.
· Resolutions of the ordinary general assembly meeting shall be adopted by majority of the shares represented.
· Any inquiries relating to the agenda of the ordinary general assembly 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 assembly meeting.
· All documents to be made available to shareholders in accordance with Article 228 of the Executive Regulations of the Companies Law No. 159 of 1981 are available for review at the Company's premises located at Shaikh Zayed City - Sixth of October - Plot No (13) - Central Pivot - Giza, during official working hours.
Please note that starting 2:30 p.m. on the scheduled date of the meeting, 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.
Eng. Hani Berzi
Chairman and Managing Director