Plaza Centres Plc

AGM Information • Oct 14, 2020

Company Announcement

Plaza Centres plc (the "Company")

Annual General Meeting Held

Date of announcement 14 October 2020 Reference PZC 184/2020 In Terms of Chapter 5 of Listing Rules

QUOTE

The Company announces that the annual general meeting ("AGM") of the Company was held today 14 October 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).

The following resolution were duly approved at the meeting.

ORDINARY BUSINESS

Resolutions

1. That the Annual Report for the financial year ended 31 December 2019, including the financial statements for the year ended 31 December 2019 and the Directors' and Auditors' Reports thereon be and is hereby received and approved.

2. That a net dividend of €0.0113 per share, which represents a net amount of €320,000 as recommended by the Directors which was paid, as an interim dividend on 4 August 2020 be and is hereby approved as a final dividend.

3. That PricewaterhouseCoopers be and are hereby re-appointed as Auditors of the Company and that the Board of Directors be and is hereby authorised to determine their remuneration.

SPECIAL BUSINESS

Ordinary Resolution

1. That the directors' remuneration policy as set out in the shareholders' circular be and is hereby approved;

SPECIAL BUSINESS

Extraordinary Resolutions

1. That article 87.2 be and is hereby abrogated and replaced by the following:

"The Directors shall cause an electronic or digital copy of the annual report, including the profit and loss account and balance sheet, together with any Directors' and auditors' report attached thereto, to be posted on its website and made available to shareholders in such other form as the directors may from time to time determine, at least before the issuance of the notice of the annual general meeting in which they are due to be laid. The Company shall further: (a) issue a notice or company announcement that the annual report has been uploaded on its website or otherwise made available to the public indicating where the annual report may be accessed; and (b) shall indicate in the notice convening the annual general meeting at which the annual report is due to be laid that a copy of the annual report is available and where.

Notwithstanding the aforesaid, the Company shall provide a printed copy of such Annual Report to any of its Members if so requested in writing.".

1. That the Company acting through its directors, be and is hereby authorised, for a period of 18 months from the date of this resolution, to re-purchase shares of the Company, provided that:

2. a. In aggregate it shall not re-purchase more than [10] per cent of the total issued share capital;

3. b. That shares may only be repurchased at a price not lower than €0.74 per share and not higher than €1.12 per share.
4. c. That the shares so re-purchased shall be cancelled.

Appointment of Directors

The term of office of the Directors currently in office shall expire at the forthcoming Annual General Meeting. In line with the requirements of Article 56.3 of the Articles of Association, the Company issued adverts calling for the nomination of persons to be appointed Directors. The Company received five (5) valid nominations for the appointment of Directors from Prof. Emanuel P. Delia, Mr. Charles J. Farrugia, Mr. Alan Mizzi, Mr. Brian R. Mizzi and Mr. Gerald J. Zammit. In addition, Mr. David G. Curmi and Mr. Etienne Sciberras are appointed as Directors of the Company for the forthcoming year by shareholders owning 14% or more of the Company's voting rights pursuant to Article 55 of Plaza Centres p.l.c.'s Articles of Association. Pursuant to the Company's Articles of Association, since there are as many nominations as there are vacancies, no election will take place and these nominees will be automatically appointed as Directors in accordance with Article 56.5(a) of the Articles of Association. Accordingly, no resolution was required at this meeting.

Signed:

Louis de Gabriele Company Secretary