Hili Properties Plc

Board/Management Information • Dec 11, 2017

COMPANY ANNOUNCEMENT

The following is a company Announcement issued by Hili Properties p.l.c. (the "Company") in terms of Listing Rule 5.16.5. of the Listing Rules.

QUOTE

The Company hereby announces that:

• (a) Ms Margrith Lutschg Emmenegger, holder of Swiss Passport number X1722316 and residing at Apartment number K12, Savoy Gardens, Rue D'Argens, Gzira has resigned from the office of Chairperson and Director of the Company with effect from 7th December 2017, and Mr Martin Xuereb, holder of Maltese Identity Card No. 29468M and residing at 310, Triq il-Kbira, Mosta has resigned from the office of Director of the Company with effect from 7th December 2017. There are no matters concerning Ms Lutschg Emmenegger or Mr Xuereb requiring disclosure under the Listing Rules. The Board of Directors thanks Ms Lutschg Emmenegger and Mr Xuereb for their service to the Company;
• (b) Mr Carmelo Hili, holder of Maltese Identity Card Number 395765M and residing at No.2, Triq il-Kuncizzjoni, Lija, an existing member of the board of directors of the Company, has been appointed to the post of Chairman of the Board of Directors with effect from 7th December 2017; and
• (c) Dr Laragh Cassar and Mr Richard Abdilla Castillo have been appointed as Non-Executive Directors of the Company with effect from 7th December 2017.

For the purposes of Listing Rule 5.16.5 the following information is hereby being reported in respect of the abovementioned newly appointed directors of the Company:

1. Mr Richard Abdilla Castillo, residing at 'Il-Girna', Notabile Road, Mriehel, Birkirkara, has been appointed as Non- Executive Director of the Company with effect from 7th December 2017. Mr Abdilla Castillo is presently the Managing

Director (Mergers and Acquisitions) of Hili Ventures Limited (C57902) and is also appointed as Chief Executive Officer and Director with PTL Holdings plc (C63261). Over the past five years, Mr Abdilla Castillo has occupied the position of Director with the Company and with Premier Capital plc (C36522) up until 16th October 2016.

For the purposes of Listing Rule 5.20.8, it is hereby noted that (i) Mr Abdilla Castillo has not been disqualified by law or by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any body corporate; (ii) Mr Abdilla Castillo is the director and shareholder of Baltimore Fiduciary Services Ltd ("BFSL"), a limited liability company registered in Malta and having registration number C 27997. On 5 April 2017, BFSL was found by the Malta Financial Services Authority ("MFSA") to be in breach of the following provisions of the Trusts and Trustees Act (Chapter 331 of the laws of Malta): Article 43(13)(i)(c), which sets the minimum number of directors; and Article 43(13)(i)(d), regulating the minimum share capital requirement. As a result, the MFSA imposed an administrative penalty of €16,000 on BFSL. On the same date, the MFSA accepted BFSL's application to surrender its authorisation to provide services in terms of Article 43(12) of the Trusts and Trustees Act.

For the purposes of Listing Rule 5.16.5, it is hereby noted that no further disclosures relating to Mr Abdilla Castillo are required under Listing Rules 5.20.5 – 5.20.7 and Listing Rule 5.20.9.

1. Dr Laragh Cassar, residing at 60, Brittania Hse, Fl5, Triq Melita, Valletta, has been appointed as Non-Executive Director and Audit Committee Member of the Company with effect from 7th December 2017. Dr Cassar is a lawyer by profession and she is currently also appointed as Non-Executive Director with Dizz Finance plc (C71189) and Non-Executive Director and Company Secretary with Medserv plc (C28847).

For the purposes of Listing Rule 5.16.5, it is hereby noted that no disclosures relating to Dr Cassar are required under Listing Rules 5.20.5 –5.20.9.

UNQUOTE

By order of the Board 11 December 2017

Dr. Karen Coppini Company Secretary