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Results of annual general meeting
MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
("MAS" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting held on Friday, 6 December 2024 ("AGM"), the resolutions
tabled thereat were passed by the requisite majority of shareholders, except as specified below.
The total number of MAS shares in issue as at the record date of the AGM was 716,145,729, of which:
- 16,586,906 shares are held as treasury shares and were not eligible to vote on any of the resolutions, and
- 11,513,474 shares (potential votes in respect of shares held pursuant to the MAS Share Purchase Scheme) were
not eligible to vote in respect of Resolutions 4, 5, 6, 7, and 8 (resulting in 688,045,349 potential votes in respect of
these resolutions).
Shareholders holding 567,961,934 (79.31%) of the shares in issue at the record date were present or represented at
the AGM.
The results of voting at the AGM are set out in detail below.
Ordinary Resolutions
Resolution number 1: To receive and adopt the audited consolidated annual financial statements for the financial year
to 30 June 2024 and the directors' commentary and the independent auditor's report
Shares voted For Against Abstentions
565,521,865 (80.84%)* 565,521,865 (100%) - 2,440,069 (0.35%)^
Resolution number 2: To re-appoint PricewaterhouseCoopers Malta (PwC) as the auditor of the Company
Shares voted For Against Abstentions
555,658,391 (79.43%)* 555,658,391 (100%) - 12,303,543 (1.76%)^
Resolution number 3.1: To re-elect Vasile Iuga – Non-Executive Director
Shares voted For Against Abstentions
555,658,391 (79.43%)* 524,686,868 (94.43%) 30,971,523 (5.57%) 12,303,543 (1.76%)^
Resolution number 3.2: To re-elect Werner Alberts – Non-Executive Director
Shares voted For Against Abstentions
555,658,391 (79.43%)* 523,082,541 (94.14%) 32,575,850 (5.86%) 12,303,543 (1.76%)^
Extraordinary Resolutions
Resolution number 4: General authority to repurchase issued shares
Shares voted For Against Abstentions
555,660,412 (80.76%)** 523,204,544 (94.16%) 32,455,868 (5.84%) 12,301,522 (1.79%)^^
Resolution number 5: General authority to issue shares for cash pursuant to article 3.12.1(e) of the Articles of
Association
Shares voted For Against Abstentions
551,937,501 (80.22%)** 269,947,994 (48.91%) 281,989,507 (51.09%) 16,024,433 (2.33%)^^
Resolution number 6: Advisory, non-binding approval of compensation policy.
Shares voted For Against Abstentions
555,658,391 (80.76%)** 302,999,984 (54.53%) 252,658,407 (45.47%) 12,303,543 (1.79%)^^
Resolution number 7: Advisory, non-binding approval of compensation implementation report for Non-Executive
Directors.
Shares voted For Against Abstentions
555,658,391 (80.76%)** 447,308,504 (80.50%) 108,349,887 (19.50%) 12,303,543 (1.79%)^^
Resolution number 8: Advisory, non-binding approval of compensation implementation report for Executive Directors
Shares voted For Against Abstentions
555,658,391 (80.76%)** 304,575,045 (54.81%) 251,083,346 (45.19%) 12,303,543 (1.79%)^^
* Shares voted (excluding abstentions) in relation to total shares in issue, excluding treasury shares.
^ Abstentions in relation to total shares in issue, excluding treasury shares.
** Shares voted (excluding abstentions) in relation to total shares in issue excluding treasury shares and shares held
pursuant to the MAS Share Purchase Scheme.
^^ Abstentions in relation to total shares in issue excluding treasury shares and shares held pursuant to the MAS Share
Purchase Scheme.
Resolution 5 regarding the general authority to issue shares for cash did not achieve the 75% threshold required by the
JSE Listings Requirements. Resolutions 6 and 8 regarding the Company's Compensation Policy, as well as the
Company's Implementation Report for Executive Directors, have not achieved the 75% threshold of the votes exercised
on the non-binding advisory vote for its endorsement, as required by JSE Listings Requirements.
Shareholder engagement
The Board is committed to continuing its engagement with all shareholders in a transparent and meaningful manner,
while exercising its responsibilities to oversee the implementation of appropriate corporate governance standards and
invites dissenting shareholders who voted against Resolutions 6 and 8 to address their concerns by submitting an email
to cosec@masrei.com by 13 January 2025.
6 December 2024
For further information please contact:
Irina Grigore, MAS P.L.C. +356 27 66 36 91
Java Capital, JSE Sponsor +27 (0)78 456 9999
Date: 06-12-2024 12:30:00
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