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Malita Investments Plc

Pre-Annual General Meeting Information Nov 14, 2023

2068_rns_2023-11-14_9f237562-43e0-4393-9de6-3ceb1d90a1d9.pdf

Pre-Annual General Meeting Information

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COMPANY ANNOUNCEMENT

MALITA INVESTMENTS P.L.C. (THE "COMPANY")

Extraordinary General Meeting to be held

Date of Announcement 14 November 2023
Reference 112/2023
In terms of Chapter 5 of the Capital Markets Rules

QUOTE

The following is a Company Announcement issued by Malita Investments p.l.c. (the "Company") pursuant to the Capital Markets Rules as issued by the Malta Financial Services Authority.

The Company hereby announces that it has convened an extraordinary general meeting of the shareholders of the Company, to be held on 14th December 2023 at 11.30am, for the purpose of the Company's shareholders considering, and if thought fit, passing the following resolutions:

ORDINARY RESOLUTION

1. Authorisation granted to the Board of Directors of the Company to give effect to a rights issue and subsequent issuance and allotment of new ordinary shares in the issued share capital of the company in terms of Article 3.1.2 of the Articles of Association of the Company

That for the purposes of Article 3.1.2 of the Articles of Association of the Company, the Board of Directors of the Company be authorised and empowered to:

  • (i) as and when deemed appropriate at the sole discretion of the Board of Directors, give effect to a rights issue and subsequent issue and allotment of new ordinary shares in the issued share capital of the Company to be offered on a pre-emptive basis to shareholders in proportion to the shares held in the Company as at the record date (the "Eligible Shareholders") and subject to such other terms as the Board of Directors may deem fit;
  • (ii) determine the allocation policy in respect of any new ordinary shares not subscribed for by the Eligible Shareholders;
  • (iii) carry out all such actions and execute all such documents as may be required in order to give effect to the rights issue and subsequent issue and allotment of new ordinary shares as set out in (i) and (ii) above.

EXTRAORDINARY RESOLUTIONS

2. Re-Designation and Increase of the Authorised Share Capital

That the authorised share capital of the Company be re-designated from one hundred million Euro (€100,000,000) divided into one hundred and fifty million (150,000,000) Ordinary 'A' shares of a nominal value of fifty Euro cents (€0.50) each and fifty million (50,000,000) Ordinary 'B' shares of a nominal value of fifty Euro cents (€0.50) each, to two hundred million (200,000,000) Ordinary shares of a nominal value of fifty Euro cents (€0.50) each, and immediately following such re-designation, the Company's authorized share capital be increased to one hundred and twenty-five million Euro (€125,000,000) divided into two hundred and fifty million (250,000,000) Ordinary shares of a nominal value of fifty Euro cents (€0.50) each.

3. Re-Designation of the Issued Share Capital

That the issued share capital of the Company be re-designated from seventy-four million fifty-four thousand and thirty-two Euro million Euro (€74,054,032) divided into one hundred and eighteen million one hundred and eight thousand and sixty-four (118,108,064) Ordinary 'A' shares of a nominal value of fifty Euro cents (€0.50) each and thirty million (30,000,000) Ordinary 'B' shares of a nominal value of fifty Euro cents (€0.50) each, to one hundred and forty-eight million one hundred and eight thousand and sixty-four (148,108,064) Ordinary shares of a nominal value of fifty Euro cents (€0.50) each.

4. Amendments to the Company's Memorandum and Articles of Association

That the current Memorandum and Articles of Association of the Company be replaced in their entirety by the new Memorandum and Articles of Association (a copy of which was made available to shareholders at the registered office of the Company and on the Company's website). The changes being proposed to the Memorandum and Articles of Association relate to: (i) the re-designation of the authorised and issued share capital of the Company into one class of Ordinary shares and the increase in the Company's authorised share capital; (ii) changes made limitedly for the purposes of reflecting the latest information relative to the shareholding and board composition of the Company as shown on the public records of the Malta Business Registry; (iii) changes made to the term of appointment of directors; (iv) changes made limitedly to update references to the Malta Financial Services Authority (previously, Listing Authority) and Capital Markets Rules (previously, Listing Rules), and other cosmetic and minor changes.

In anticipation of the upcoming extraordinary general meeting, the proposed changes to the Company's Memorandum and Articles of Association have been vetted and approved by the Malta Financial Services Authority as required in terms of the Capital Markets Rules.

Shareholders on the Company's share register at the Central Securities Depository of the Malta Stock Exchange at close of business on 14 November 2023 will receive notice of the extraordinary general meeting. The outcome of the extraordinary general meeting will be reported in a company announcement to be published following conclusion of the extraordinary general meeting.

UNQUOTE

By Order of the Board

Signed

Dr. Donald Vella Company Secretary

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