Amala Foods Plc

("Amala" or the "Company")

General Shareholder Meeting

Amala Foods Plc (LON: DISH) is pleased to provide an update on its plans to comply with its obligations under the new UK Listing Rules ("UKLR"). These rules came into force on 29 July 2024, and contained certain Transitional Provisions (TPs) to allow issuers time to comply with the new requirements. These included in UKLR TP 7 transitional provisions in respect of Shell Companies that made clear that certain sections of UKLR 13 would not apply to issuers with their securities admitted to Equity Shares (Shell Companies) Category of the UK FCA's Official List for a period of 1 year from 29 July 2024 (Transition Period).  These provisions include the obligation to have a constitution that complies with UKLR 13.2.1 related to seeking shareholder approval to continue operations.

The Companies shares were mapped onto the Equity Shares (Shell Companies) Category and the Company has benefited from the Transition Period.  The Company was hoping to complete its reverse takeover transaction prior to the end of the Transition Period and so did not take steps to amend its constitution to comply with UKLR 13.2.1. This now does not appear likely to happen and so the board has taken the step of deciding to call a general meeting of the Company will be held at De Carteret House, 7 Castle Street, St Helier, Jersey on 14 August 2025 at 9 a.m. The sole business of the meeting will be to approve a special resolution to amend the Company's Memorandum and Articles of Association ("Articles") to include new provisions to comply with UKLR 13.2.  The Notice of Meeting and associated form of proxy will be sent to shareholders on Monday 28 July 2025.  Details of the provision to be added to the Articles are as follows:

179       ACQUISITIONS

Whilst the Shares are listed on the Equity Shares (Shell Companies) Category of the UK FCA's Official List:

179.1    in the event that the Company has not completed an initial transaction (as defined in the UK Listing Rules) (the "Initial Transaction") by 29 July 2026 (the "First Expiry Date"), the Company shall cease operations on or prior to the First Expiry Date unless Ordinary Shareholders pass an Ordinary Resolution to extend the time period for an Initial Transaction by 12 months (the "First Extension") to 29 July 2027 (the "First Extension Date");

179.2    in the event that the First Extension has been approved by Ordinary Shareholders in accordance with Sub-Regulation 179.1 and the Company has not completed an Initial Transaction by the First Extension Date, the Company shall cease operations on or prior to the First Extension Date unless Shareholders pass an Ordinary Resolution to extend the time period for an Initial Transaction by 12 months (the "Second Extension") to 29 July 2028 (the "Second Extension Date");

179.3    in the event that the Second Extension has been approved by shareholders in accordance with Sub-Regulation 179.2 and the Company has not completed an Initial Transaction by the Second Extension Date, the Company shall cease operations on or prior to the Second Extension Date unless Shareholders pass an Ordinary Resolution to extend the time period for an Initial Transaction by 12 months (the "Third Extension") to 29 July 2029 (the "Third Extension Date"); and

179.4    before the end of: (a) the period between the adoption of these Articles and the First Expiry Date; or (b) the extended periods during which Shareholders may grant an extension referred to in Sub-Regulations 179.1, 179.2 or 179.3, the relevant period may be extended for a further period of up to 6 months where, before the end of the relevant period:

179.4.1      Shareholders have approved an Initial Transaction for the purposes of satisfying the conditions in UKLR 13.4.17G, but the Initial Transaction has not completed;

179.4.2      a general meeting has been convened to obtain approval of Shareholders for an Initial Transaction where such approval is sought by the Company for the purposes of satisfying UKLR 13.4.17G of the UK Listing Rules;

179.4.3      the Company has made an announcement convening a general meeting to obtain approval of Shareholders for an Initial Transaction where such approval is sought by the Company for the purposes of satisfying UKLR 13.4.17G of the UK Listing Rules and a notice to convene such general meeting will be sent to Shareholders within a specified time following such announcement; or

179.4.4      an agreement for an Initial Transaction has been entered into but the Initial Transaction has not yet been completed and the Company has not made an announcement in accordance with Sub-Regulation 179.4(c),

the relevant First Extension, Second Extension and/or Third Extension will automatically be extended by a further 6 month period and the First Extension, the First Extension Date, the Second Extension, the Second Extension Date, the Third Extension and the Third Extension Date shall be construed accordingly (as applicable),

provided that any such extension is notified to a Regulatory Information Service before the end of the First Extension, Second Extension or Third Extension (as applicable).

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 ("MAR").

Enquiries:

Jonathan Morley-Kirk, Non-Executive Chairman

[email protected]