AGM Information • May 30, 2024
AGM Information
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| Date of Announcement | 30 May 2024 |
|---|---|
| Reference | 129/2024 |
| In terms of Chapter 5 of the Capital Markets Rules |
The Board of Directors of the Company announces that the annual general meeting (the "AGM") of the Company was held on the 30 May 2024, as previously announced, and it is hereby reporting on the outcome of the proceedings of the AGM.
At the AGM the directors addressed a number of questions raised by the shareholders including a question received prior to the AGM requesting a breakdown of non-audit fees paid to the auditors of over financial year ended 31 December 2023. The response provided in this regard is attached hereto as Annex 1.
All of the resolutions put forward for approval by shareholders at the AGM were approved, as follows:
That the financial statements for the year ended 31 December 2023 and the Directors' and Auditors' Reports thereon be and are hereby received and approved.
That a final gross dividend of €6,493,930 or €0.035 per share equating to a final net dividend of €5,128,835 or €0.02708 per share be approved. 1 .
That the reappointment of PricewaterhouseCoopers as Auditors of the Company be and is hereby approved and the Board of Directors be hereby authorised and empowered to determine their remuneration.
1 The final dividend consists of an interim dividend which has already been paid and which was declared by the directors on 26 September 2023 amounting to €1,955,026 or €0.0132 per share (net dividend of €1,270,767 or €0.00858 per share); and an additional gross dividend of €4,538,904 or €0.0218 per share (net dividend of €3,858,068 or €0.0185 per share) which has been recommended by the directors and which is subject to approval by the general meeting.

That in terms of Article 55.1(i) of the Company's Articles of Association the Board of Directors of the Company shall be made up of six (6) Directors.
That at the Remuneration Report published as part of the Annual Report be and is hereby approved.
That the directors' Remuneration Policy, as set out on page 16 of the Company's annual report and financial statements for the financial year ended 31 December 2023 be and is hereby approved.
By Order of the Board
Signed
Donald Vella Company Secretary
2 Advisory Vote - The Remuneration Report is being submitted to the annual general meeting for an advisory vote. An advisory vote means a non-binding vote which makes heard the general opinion of shareholders in regard to the issue at hand.
The audit committee and the auditors take the matter of auditor independence very seriously and each nonaudit engagement is carefully considered and approved by the audit committee.
The Regulation (EU) No 537/2014 Article 4(2), also referenced within the Accountancy Profession Act 7(e), establishes that when an audit firm has been providing non-audit services to the audited PIE for a period of three or more consecutive financial years, the total fees for services provided by the Audit Firm shall be limited to a maximum of 70% of the average of the fees paid in the last three consecutive financial years for the statutory audit of the audited entity and, where applicable, of its parent undertaking, of its controlled undertakings and of the consolidated financial statements of that group of undertakings.
The fee cap for Malita Investments plc applies to the non-audit services provided by PwC Malta, being the Audit Firm registered with the Malta Accountancy Board. However, the fees generated in respect of services provided by affiliated entities of PwC Malta are not subject to the fee cap. PwC's disclosure within the audit report separates the non-audit fees subject to the fee cap from the non-audit fees by the affiliated entities (which are not subject to the fee cap). The Audit Committee and PwC Malta Audit Partner approved the nonaudit fees by the PwC Malta affiliated entities on the basis of the EU Directive and local Act.
The fees paid to PwC for non-audit services for financial period ended 31 December 2023 were as follows:
(i) Rights Issue Costs – Eur66,321
(ii) Advisory services including IFRIC 12 model, ESEF – Eur16,520
(iii) Preparation of Projections and funding requirements – Eur28,764
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