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Harvest Technology Plc

AGM Information Jul 30, 2020

2055_rns_2020-07-30_d89a9643-c3ae-4489-895a-84d72edd9504.pdf

AGM Information

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COMPANY ANNOUNCEMENT

Harvest Technology p.l.c.

Annual General Meeting 2020 held

Date of Announcement 30
July
2020
Reference No: 8/2020
Listing Rule: 5.16.18

QUOTE

The Board of Directors of Harvest Technology p.l.c. (the "Company") announces that the annual general meeting ("AGM") of the Company was held today, 30 July 2020, as previously announced, and is hereby reporting on the outcome of the proceedings of the AGM:

(1) Resolutions approved at the AGM:

All of the resolutions put forward for approval by shareholders at the AGM were approved, as follows:

Ordinary business

i. Audited Financial Statements

The Audited Consolidated Financial Statements of the Company for the financial year ended 31 December 2019, together with the Directors' Report and Auditors' Report thereon, were approved.

ii. Dividend

The aggregate of the net interim dividends declared by the Board of Directors on 2 October 2019 amounting to €950,000 (or €0.0417 per share) and on 24 April 2020 amounting to €410,051 (or €0.018 per share), be considered the aggregate net dividend for the financial year ended 31 December 2019, and such aggregate net dividend was approved.

iii. Re-appointment of Auditors

The appointment of Grant Thornton as auditors of the Company was approved and the Board of Directors was authorised to fix their remuneration.

iv. Aggregate remuneration of Directors

For the purpose of Article 21.1 of the Articles of Association of the Company, the aggregate remuneration that may be paid to the Directors of the Company for the financial year ending 31 December 2020 was fixed at €150,000.

Extraordinary business

v. Remuneration Policy

The Remuneration Policy of the Company, in the form as enclosed and explained in the Shareholders' Circular dated 7 July, 2020 circulated together with the notice convening the AGM, was approved.

(2) Remuneration Policy

Following the approval at the AGM of the Remuneration Policy of the Company, the effective date of the Remuneration Policy shall be 30 July 2020, as a result of which the Directors and Chief Executive Officer of the Company shall, with effect from the said date, be remunerated in accordance with the terms of the Remuneration Policy.

A copy of the Remuneration Policy of the Company is available on its website, at https://harvest.tech/renumeration-policy/

(3) Appointment of Non-Executive Directors

Having had regard to the fact that: (i) the number of candidates nominated and approved by the Nominations Committee (the "Approved Candidates") pursuant to Articles 14.1.1 and 14.1.2 of the Articles of Association did not exceed the number of vacancies on the Board of Directors in terms of Article 5 of the Memorandum of Association of the Company; and further that: (ii) no member of the Company not holding less than 10% in nominal value of the shares having voting rights in the Company demanded that a vote be taken in respect of all or any one or more of the Approved Candidates, all of the Approved Candidates were automatically appointed, without requiring a resolution to be voted upon, as Non-Executive Directors of the Company in accordance with Article 14.3 of the Articles of Association.

Consequently, with effect from the AGM, the Board of Directors of the Company is comprised of six Directors, all of whom are non-executive directors, namely:

  • Mr Richard Abdilla Castillo
  • Mr Conrad Aquilina
  • Mr Keith Busuttil
  • Ms Jacqueline Camilleri
  • Prof Juanito Camilleri (Chairman of the Board)
  • Mr Stephen Paris

Insofar as the appointment of Mr Keith Busuttil (holder of Maltese identity card number 470481M and residing at No. 10, Villa Fiorita, Upper Gardens, Swieqi, Malta) as a non-executive director of the Company is concerned, it is noted that Mr Busuttil has held the post of Chief Executive Officer of 1923 Investments p.l.c., the majority shareholder of the Company, since 4 May 2020. For the purposes of Listing Rule 5.21, it is hereby confirmed that there is no further matter concerning Mr Busuttil requiring disclosure under the Listing Rules.

(4) Business update

A copy of the presentation delivered by the Company during the Annual General Meeting is available on its website, at https://harvest.tech/agm/

UNQUOTE

Dr Malcolm Falzon Company Secretary

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