76th ANNUAL GENERAL MEETING
15 JUNE 2023
NOTICE TO SHAREHOLDERS
Notice is hereby given that the seventy sixth Annual General Meeting of Simonds Farsons Cisk p.l.c (“the Company”), will be held at Trident Park, Notabile Gardens, Mdina Road, Zone 2, Central Business District, Birkirkara CBD 2010 Malta on 15 June 2023 at 5.30 p.m. for the following purposes:
Ordinary Business – Ordinary Resolutions
1. Financial Statements and Directors’ and Auditor’s Reports
To approve the Annual Report of the Company comprising the financial statements for the year ended 31 January 2023 and the reports of the Directors and the Auditors thereon.
2. Re-Appointment of Auditors
To re-appoint PricewaterhouseCoopers of 78, Mill Street, Zone 5, Central Business District, Qormi, CBD 5090, Malta as auditors of the Company and to authorise the Board of Directors to establish their remuneration.
3. Dividend
To approve a final net dividend of €0.11 per ordinary share of €0.30, representing a total final net dividend of €3,960,000 to be paid to the Shareholders of the Company registered on its Register of Members as at close of trading on 25 May 2023.
Special Business – Advisory Vote1
4. Remuneration Report
To approve the Remuneration Report of the Company for the year ended 31 January 2023.
Special Business – Extraordinary Resolution2
5. Amendments to the Memorandum and Articles of Association of the Company
To approve the amendments to specific articles of the Articles of Association of the Company as explained in the Circular to Shareholders dated 25 May 2023 and to proceed with the registration of a revised and updated copy of the Memorandum and Articles of Association with the Malta Business Registry.
Appointment of Directors
The election of Directors shall not be held in view that only two nominations were received in respect of the two posts which shall be vacated at the end of the 76th Annual General Meeting.
By order of the Board
Nadine Magro
Company Secretary
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1 The Remuneration Report of the Company for the year ended 31 January 2023 is being submitted for an advisory vote. This is a non-binding vote which allows shareholders to express their opinion on the matter.
2 The purpose of the proposed extraordinary resolution is that of amending the Articles of Association of the Company as detailed in the Circular to Shareholders dated 25 May 2023, a copy of which is being dispatched together with this Notice to Shareholders.
Notes
(i) Ordinary Shareholders registered on the Company’s Register of Shareholders at the Central Securities Depositary of the Malta Stock Exchange following settlement on the 16 May 2023 (the ‘Record Date’) shall be entitled to receive this Notice. Only those Shareholders registered on the Register of Shareholders on the Record Date are entitled to attend and vote at the Annual General Meeting (the ‘Meeting’ or the ‘AGM’).
(ii) A Shareholder registered on the Company’s Register of Members on the Record Date (16 May 2023) may participate and vote at the Meeting either by personally attending the Meeting or by appointing a person to attend and vote at the Meeting in his stead (a proxy).
Appointment of proxy:
A proxy can be appointed using this Proxy Form which must reach the Company Secretary not less than 24 hours before the appointed time of the Meeting.
A proxy form may be sent through postal service addressed to Simonds Farsons Cisk p.l.c., The Brewery, Mdina Road, Zone 2, Central Business District, Birkirkara CBD 2010, Malta or by electronic means to agm@farsons.com.
Where the Shareholder is a body corporate (including a company, a partnership, an association of persons, a foundation or other entity), a Proxy Form must be submitted in all instances.
Proxy Forms must be duly executed (whether in favour of the Chairman of the Meeting or another representative of the Shareholder) in accordance with the Memorandum and Articles of Association or similar constitutional documents of the Shareholder. The Company Secretary reserves the right to request evidence of the aforesaid.
(iii) Admission to the Meeting and registration of Shareholders will start at 1630 hrs, being one hour before the commencement of the Meeting. Once the Meeting proceeds to vote on the first matter on the Agenda, admittance to the Meeting will be terminated and no further voting documents will be issued.
(iv) Admission to the Meeting is subject to the presentation of the Admission Form together with the Shareholder’s Identity Card or other lawful means of identification. Admission to the Meeting is restricted to the Shareholder to whom this Notice is addressed or his proxy alone.
(v) A Shareholder who is a minor, may be represented at the Meeting by a parent or legal guardian who will be required to present his Identity Card and the Admission Form. Minors will not be allowed to attend the Meeting.
(vi) In the case of shares held jointly by several persons, only the registered Shareholder shall be entitled to attend and vote at the Meeting. A joint holder who is not a registered Shareholder will only be entitled to attend and vote at the Meeting if the Proxy Form has been duly executed and registered in his favour. In the case of shares held jointly by spouses, both spouses or either of them may attend, provided that only one voting document will be issued and only one of them shall be entitled to vote.
(vii) When a Shareholder is a body corporate (including a company, a partnership, an association of persons, a foundation or other entity) a representative thereof will only be eligible to attend and vote at the Meeting, if a Proxy Form duly executed in his favour has been received by the Company Secretary.
(viii) Every Shareholder shall have the right to ask questions which are pertinent and related to items on the agenda of this Meeting and to have such questions answered by the Directors or such person as the Directors may delegate for that purpose, subject to any reasonable measures that the Company may take to ensure the identification of the Shareholder. The said right shall also be enjoyed by a proxy holder appointed by the Shareholder. The Company may provide one overall answer to questions having the same content.
(ix) The draft resolutions to be considered and voted upon at the Meeting are included as an integral part of this Notice.
(x) The full unabridged text of any documents submitted to the Meeting shall, unless dispatched to the Shareholders, be available at the registered office of the Company and on www.farsons.com. A printed copy will be provided to Shareholders upon written request.
(xi) A copy of this Notice to Shareholders, including the draft resolutions, information on the total number of shares and voting rights at the date of this Notice and other information relating to the Meeting are available on the Company’s website www.farsons.com.