RS2 p.l.c. — AGM Information 2023

Jun 15, 2023

RS2 Software p.l.c.

COMPANY ANNOUNCEMENT

The following is a company announcement issued by RS2 Software p.l.c. pursuant to the Malta Financial Services Authority Listing Rules.

Quote

At the Annual General Meeting of the Company held today the 15th June 2023, the shareholders considered and approved the following resolutions:

Ordinary Resolutions (Ordinary Business)

• 1. That the Financial Statements for the year ended 31 December 2022 and the Directors' and Auditors' Report thereon be hereby received and approved.
• 2. That the appointment of Deloitte as Auditors, be hereby approved and the Board of Directors be hereby authorised to fix their remuneration.
• 3. That in accordance with the provisions of Article 56.4 of the Articles of Association of the Company, since there are less nominations than there are vacancies, no election will take place and that the nominees Mr Mario Schembri, Mr Radi Abd el Haj, Dr Robert Tufigno, Mr Franco Azzopardi, Mr John Elkins, Prof. Raša Karapandža and Natalie Strange be automatically appointed as Directors.

Ordinary Resolutions (Special Business)

4. That, for the purpose of Article 63 of the Articles of Association, the maximum aggregate emoluments that may be paid to the Directors of the Company in any financial year shall be €500,000.

EXTRAORDINARY RESOLUTIONS (SPECIAL BUSINESS)

• 5. That the name of the company changes from RS2 Software plc to RS2 plc.
• 6. That name of the company RS2 Software plc whereby occurs in the Memorandum and Articles of Association and any other documents of the company be substituted by the new name RS2 plc.

7. That the directors of the company are hereby authorized to make all and necessary applications and to carry out all formalities to execute and file all forms and documents that may be necessary to give effect to the foregoing Resolution 5.

Board of Directors

Following the Annual General Meeting the Board of Directors is composed of the following:

• Mr Mario Schembri
• Mr Radi Abd El Haj
• Dr. Robert Tufigno
• Mr Franco Azzopardi
• Mr John Elkins
• Prof. Rasa Karapandza
• Ms Natalie Strange

Furthermore, shortly after the Annual General Meeting the Board held its first meeting during which it determined the composition of its sub-committees as follows:

Audit Committee:

• Mr. Franco Azzopardi
• Dr Robert Tufigno
• Prof. Rasa Karapandza

Remuneration Committee

• Dr Robert Tufigno
• Mr Franco Azzopardi
• Mr Mario Schembri

Unquote

Dr. Ivan Gatt Company Secretary

15th June 2023