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BMIT Technologies Plc

Pre-Annual General Meeting Information May 13, 2025

2064_rns_2025-05-13_a2b2b212-d248-446d-9429-9c463bbf2199.pdf

Pre-Annual General Meeting Information

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COMPANY ANNOUNCEMENT

The following is a Company Announcement issued by BMIT Technologies p.l.c. ("the Company") pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority in accordance with the provisions of the Financial Markets Act (Chapter 345 of the Laws of Malta), as amended from time to time.

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Annual General Meeting – Agenda and Related Information

The Annual General Meeting of the Company ("AGM") is scheduled for Wednesday 18 June 2025 at 14:00 hrs at the Hilton Hotel, St. Julians, Malta for the purpose of considering and, if thought fit, passing the resolutions set out hereunder as agenda items 1 to 5 and holding a discussion on agenda item 6.

Ordinary Resolutions – Ordinary Business

1. Annual Report and Financial Statements

That the Annual Report and Financial Statements of the Company for the year ended 31 December 2024, comprising the Financial Statements and the Directors' and Auditor's Reports thereon, be hereby received and approved.

2. Declaration of a Dividend

That a gross dividend of €6,153,846, representing a gross dividend of €0.0291 per ordinary share (amounting to a net dividend of €4,000,000, representing a net dividend of €0.0189 per ordinary share) as recommended by the Board of Directors, be declared for the year ended 31 December 2024, which dividend shall be paid in cash or by the issue of new ordinary shares, at the option of the individual shareholder.

3. Re-appointment of PricewaterhouseCoopers as Auditors

That the re-appointment of PricewaterhouseCoopers Certified Public Accountants and Auditors be hereby approved and that the Board of Directors be hereby authorised to establish their remuneration.

Ordinary Resolutions – Special Business

4. Implementation of the Scrip Dividend

That, subject to the approval of the resolution relating to the declaration of a dividend for the financial year ended 31 December 2024 (the 'Dividend Resolution'), the Board of Directors of the Company be authorised to issue and allot such number of fully paid-up ordinary shares as may be determined by the Board of Directors, up to the value of the authorised share capital of the Company, for the purposes of paying a scrip dividend to those shareholders electing to receive new ordinary shares in lieu of a cash dividend pursuant to the Dividend Resolution. Such authorisation shall expire at the end of the next annual general meeting of the Company.

BMIT Technologies plc, SCM02, Level 2, SmartCity Malta, SCM1001, Kalkara, Malta

5. Emoluments of Directors

To establish the maximum annual aggregate emoluments of directors at €200,000.

Special Business - Discussion on Remuneration Report

  1. To hold a discussion on the Remuneration Report of the Company for the financial year ended 31 December 2024 in accordance with Rule 12.26L of the Capital Markets Rules of the Malta Financial Services Authority.

Appointment of Directors

The Articles of Association of the Company provide that directors shall hold office until the end of the annual general meeting of the Company following their appointment. The Company issued a call for nominations for election to the office of director in terms of Article 94.1 of the Articles of Association. In terms of Article 95 of the Articles of Association, a retiring director shall be eligible for re-election or reappointment without the need to submit a nomination. Although no nominations were received pursuant to the nominations process, all six (6) directors currently serving on the Company's board of directors indicated their willingness to serve for another term. Therefore, as the number of candidates is equivalent to the number of vacancies arising, no election of directors will take place, and all current directors will be automatically appointed for another term.

Participation at AGM

A notice regarding the AGM will be sent to all shareholders registered on the Company's Register of Members held by the Central Securities Depository of the Malta Stock Exchange as at close of business on the 19 May May 2025 (the "Record Date"). Only those shareholders registered on the Register of Members of the Company on the Record Date are entitled to attend, participate and vote at the AGM.

Payment of Dividend

The final dividend, if approved at the Annual General Meeting will be paid on Friday 11 July 2025.

Annual Report

A copy of the Annual Report of the Company for the year ended 31 December 2024 is available at the registered office of the Company or on https://www.bmit.com.mt/xbrl/2024.xhtml. A printed copy of the Annual Report will be circulated to shareholders who had indicated their preference to continue receiving a printed copy of the document and to any other shareholders upon request.

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Dr. Francis Galea Salomone LL.D. Company Secretary 13th May 2025

BMIT Technologies plc, SCM02, Level 2, SmartCity Malta, SCM1001, Kalkara, Malta

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