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MaltaPost Plc — AGM Information 2018
Feb 12, 2018
2056_rns_2018-02-12_51fc4b77-cea8-4476-b390-010bd999bcb7.pdf
AGM Information
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COMPANY ANNOUNCEMENT
The following is a Company Announcement issued by MaltaPost p.l.c. pursuant to the Malta Financial Services Authority Listing Rules.
QUOTE
MaltaPost p.l.c. held its Annual General Meeting on the 9 February 2018 during which all the Ordinary as well as Extraordinary Resolutions on the Agenda were approved, namely:
ORDINARY RESOLUTIONS
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- To receive and approve the Audited Financial Statements and consider the Report of the Directors and of the Auditors, for the year ended 30 September 2017.
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- To declare a final ordinary net dividend of €0.04 per nominal €0.25 share, representing a final net payment of €1,506,189.
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- To re-appoint as auditors PricewaterhouseCoopers, 78 Mill Street Qormi QRM 3101 and to authorise the Board of Directors to fix their remuneration.
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- To appoint Directors in accordance with the Articles of Association of the Company.
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- To establish at €60,000 the maximum annual aggregate Directors' remuneration for the holding of their office.
EXTRAORIDNARY RESOLUTIONS (SPECIAL BUSINESS)
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- Memorandum of Association
- That a new Clause 4 xxix) shall be inserted after Clause 4 xxviii) of the Memorandum of Association, which new Clause 4 xxix) will read:
"to purchase, acquire or otherwise invest in any insurance related and/or any financial services providers."
- That a new Clause 4 xxx) shall be inserted after the proposed new Clause xxix) of the Memorandum of Association which new Clause 4 xxx) will read:
"to carry out any activity or service contemplated under the Financial Institutions Act (CAP 376), the Investment Services Act (CAP 370) and the Banking Act (CAP 371).
- That the current text of Clause 6 of the Memorandum of Association be deleted and replaced by the following:
"6 The Board of Directors of the Company shall consist of a maximum of seven (7) Directors who shall be appointed as provided for in the Articles of Association."
7. Articles of Association
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That the current text of Article 100(ii) of the Articles of Association be deleted and replaced by the following:
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"100 An extraordinary resolution shall be a resolution which complies with Article 135 of the Act, namely a resolution which:
- (ii) has been passed by a member or members having the right to attend and vote at the meeting holding in the aggregate not less than seventy five per cent (75%) in nominal value of the equity securities represented and entitled to vote at the meeting and at least fifty one per cent (51%) in nominal value of all the equity securities entitled to vote at the meeting."
- That the first sentence of Article 110 of the Articles of Association be deleted and replaced by the following:
"110 Unless the Company in general meeting shall otherwise determine, the Board of Directors shall be made up of a maximum of seven (7) directors, appointed as follows:"
- That the current text of Article 119 of the Articles of Association be deleted and replaced by the following:
"119 The quorum necessary for the transaction of the business of the directors is four (4). A person who holds office only as an alternate director shall be counted in the quorum.
Furthermore, since only two persons were nominated for election as Directors, Messrs David P Attard and Paul Muscat were automatically elected as Directors.
Following upon the above Annual General Meeting the Board of Directors of MaltaPost p.l.c. is made up as follows:-
Mr Joseph Said (Chairman) Mr David P Attard Mr Eugenio Farrugia Mr Paul Muscat Mr Aurelio Theuma
UNQUOTE
Graham A. Fairclough Company Secretary
12 February 2018