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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 Thursday, 7 December 2023 ("AGM"), the
resolutions tabled thereat were voted as disclosed 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 posted, and
- 11,651,931 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 687,906,892 potential votes in respect of
these resolutions).
Shareholders holding 591,353,989 (82.57%) 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.
Resolution number 1: To receive and adopt the audited consolidated annual financial statements for the year to
30 June 2023 and the directors' commentary and the independent auditor's report.
Shares voted For Against Abstentions
588,297,102 (84.10%)* 588,297,102 (100%) - 3,056,887 (0.44%)^
Resolution number 2: To re-appoint PricewaterhouseCoopers Malta (PwC) as the auditor of the Company.
Shares voted For Against Abstentions
588,297,102 (84.10%)* 588,297,102 (100%) - 3,056,887 (0.44%)^
Resolution number 3.1: To confirm Mihail Vasilescu – Non-Executive Director.
Shares voted For Against Abstentions
588,297,102 (84.10%)* 338,687,187 (57.57%) 249,609,915 (42.43%) 3,056,887 (0.44%)^
Resolution number 3.2: To confirm Stefan Briffa – Executive Director.
Shares voted For Against Abstentions
588,297,102 (84.10%)* 588,297,102 (100%) - 3,056,887 (0.44%)^
Resolution number 3.3: To re-elect Claudia Pendred – Non-Executive Director.
Shares voted For Against Abstentions
588,297,102 (84.10%)* 588,297,102 (100%) - 3,056,887 (0.44%)^
Resolution number 3.4: To re-elect Dan Pascariu – Non-Executive Director.
Shares voted For Against Abstentions
588,297,102 (84.10%)* 374,786,000 (63.71%) 213,511,102 (36.29%) 3,056,887 (0.44%)^
Resolution number 4: General authority to repurchase issued shares.
Shares voted For Against Abstentions
578,295,171 (84.07%)** 506,594,437 (87.60%) 71,700,734 (12.40%) 3,056,887 (0.44%)^^
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
578,287,198 (84.06%)** 525,499,240 (90.87%) 52,787,958 (9.13%) 3,064,860 (0.45%)^^
Resolution number 6: Advisory, non-binding approval of compensation policy.
Shares voted For Against Abstentions
562,957,322 (81.84%)** 341,316,869 (60.63%) 221,640,453 (39.37%) 18,394,736 (2.67%)^^
Resolution number 7: Advisory, non-binding approval of compensation implementation report for Non-Executive
Directors.
Shares voted For Against Abstentions
578,295,171 (84.07%)** 462,160,745 (79.92%) 116,134,426 (20.08%) 3,056,887 (0.44%)^^
Resolution number 8: Advisory, non-binding approval of compensation implementation report for Executive Directors
Shares voted For Against Abstentions
578,295,171 (84.07%)** 408,320,928 (70.61%) 169,974,243 (29.39%) 3,056,887 (0.44%)^^
* 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.
Shareholder engagement
The Company's Compensation Policy, as well as the Company's Implementation Report for Executive Directors, which
reflect a strong commitment to place total long-term shareholders' returns at the centre of MAS' strategy, 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. 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 office@masrei.com by 12 January 2024.
7 December 2023
For further information please contact:
Dan Petrisor, MAS P.L.C. + 356 77 186 791
Java Capital, JSE Sponsor + 27 11 722 3050
Date: 07-12-2023 05:00:00
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