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Malita Investments Plc

AGM Information Sep 4, 2020

2068_rns_2020-09-04_f9195a13-b6a5-49a1-b1fb-b9a3ebf3f0c7.pdf

AGM Information

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COMPANY ANNOUNCEMENT

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

Annual General Meeting held

Date of Announcement 4 September 2020 Reference 83/2020 Listing Rule 5.16.18

The following is a Company Announcement issued by the Company pursuant to the Listing Rules of the Listing Authority

QUOTE

The Board of Directors of the Company announces that the annual general meeting ("AGM") of the Company was held on the 3 rd September 2020, as previously announced, and it is hereby reporting on the outcome of the proceedings of the AGM. This year's AGM was held remotely due to the ongoing health risks and concerns associated with the COVID-19 pandemic, in accordance with the relevant provisions set out in the Companies Act (Public Companies – Annual General Meetings) Regulations, 2020 (L.N. 288 of 2020).

(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

1. Annual Report and Financial Statements

That the financial statements for the year ended 31st December 2019 and the Directors' and Auditors' Reports thereon be and are hereby received and approved.

2. Dividend Payment

That the payment of a final gross dividend of €5,183,782 or €0.035 per share, consisting of an interim dividend which was paid on 6th September 2019 and an additional gross dividend which was paid on 12th May 2020, equating to a final net dividend of €4,015,209 or €0.02711 per share, be and is hereby approved and ratified.

3. Reappointment of PricewaterhouseCoopers as Auditors

That the reappointment of PricewaterhouseCoopers as Auditors of the Company be and is hereby approved and the Board of Directors be and is hereby authorised to determine their remuneration.

4. Approval of Directors' Maximum Aggregate Emoluments

That the maximum annual emoluments of the Directors be and is hereby set at €120,000 per annum.

Extraordinary Business – Ordinary Resolutions

1. Approval of the Directors' Remuneration Report

That the directors' remuneration report, as set out on page 23 of the Company's annual report and financial statements for the financial year ended 31st December 2019 be and is hereby approved.

2. Approval of Directors' Remuneration Policy

That the directors' remuneration policy, as set out on page 24 of the Company's annual report and financial statements for the financial year ended 31st December 2019 be and is hereby approved.

Extraordinary Business – Extraordinary Resolutions

Amendments to the Company's Memorandum and Articles of Association

That the current Memorandum and Articles of Association be and are hereby abrogated and replaced 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 28th July 2020 and circulated together with the notice convening this meeting.

(2) Remuneration Report and Remuneration Policy

Following the approval by the shareholders of the Company at the AGM, the effective date of the Directors' Remuneration Policy is 3rd September 2020, and the Directors and senior management of the Company shall be remuneration in accordance with the Remuneration Policy with effect from the financial year ended 31st December 2020.

The Remuneration Policy and the latest Remuneration Report of the Company, both as approved at the AGM and as set out in the Company's annual report and financial statements for the financial year ended 31st December 2019, are available on the Company's website at http://malitainvestments.com/images/stories/Documents/2020_AGM_Annual_Report.pdf.

(3) Appointment of Directors

In view of the fact that, following a call for nomination of directors pursuant to Article 55 of the Company's Articles of Association, the number of valid nominations received was equal to the number of vacancies, no election took place and the nominees were automatically appointed as directors of the Company in accordance with Article 55.4 of the Articles of Association of the Company, with no resolution being required in this respect.

Consequently, with effect from the AGM, the Board of Directors of the Company is comprised of the following five directors:

  • i. Kenneth Farrugia (Chairman)
  • ii. Paul Mercieca
  • iii. Eric Schembri
  • iv. Ray Sladden
  • v. Robert Suban

(4) Report of the AGM and questions

A copy of the report of the AGM is available from the Company's website at http://malitainvestments.com/press-centre/annual-general-meeting/annual-general-meeting-2020.

No questions were received from shareholders in advance of the AGM.

UNQUOTE

By Order of the Board

Signed

Donald Vella Company Secretary

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