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Malita Investments Plc

Share Issue/Capital Change Dec 14, 2023

2068_rns_2023-12-14_ac0e2d2b-772a-418d-8070-4787a199592b.pdf

Share Issue/Capital Change

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COMPANY ANNOUNCEMENT

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

Extraordinary General Meeting Held

Date of Announcement 14 December 2023
Reference 114/2023
In terms of Chapter 5 of the Capital Markets Rules

QUOTE

The Board of Directors of the Company announces that the extraordinary general meeting (the "EGM") of the Company was held on the 14 December 2023, as previously announced (MAL112/2023), and it is hereby reporting on the outcome of the proceedings of the EGM.

SPECIAL BUSINESS – 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.

SPECIAL BUSINESS – EXTRAORDINARY RESOLUTIONS

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

That the Company's authorised share capital 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 authorised 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 Company's issued share capital be re-designated from seventy-four million fifty-four thousand and thirty-two 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 since the dispatch of the notice convening this meeting), amended as explained in the Shareholders' Circular dated 14th November 2023 and circulated together with the notice convening this meeting.

Following approval at the EGM, the new Memorandum and Articles of Association will be submitted to the Registrar of Companies for registration.

The Company refers to the presentation which was made at the EGM with the aim of providing shareholders with further information on various matters relating to the Company, including the resolutions put forward at the EGM. A copy of this presentation is being made available on the Company's website, accessible here.

UNQUOTE

By Order of the Board

Signed

Donald Vella Company Secretary

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