The following is a Company Announcement issued by Simonds Farsons Cisk p.l.c. (the “Company”) pursuant to Chapter 5 of the Capital Markets Rules as issued by the MFSA in accordance with the provisions of the Financial Markets Act (Chapter 345 of the Laws of Malta) as they may be amended from time to time.
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79th Annual General Meeting held
The Company announces that it held its 79th Annual General Meeting on 24 June 2026 at Trident Park, Notabile Gardens, Mdina Road, Zone 2, Central Business District, Birkirkara.
The following resolutions were considered and approved by the shareholders:
Ordinary Business – Ordinary Resolutions
1. Financial Statements and Directors’ and Auditors’ Reports
To approve the Annual Report of the Company comprising the Financial Statements for the year ending 31 January 2026 and the reports of the Directors and the Auditors thereon.
2. Appointment of Auditors
To re-appoint Deloitte Audit Limited of Deloitte Place, Triq l-Intornjatur, Zone 3, Central Business District, Birkirkara, CBD 3050, 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 €0.145 per ordinary share of €0.30, representing a final net dividend of €5,220,000 to be paid to the Shareholders of the Company registered on its Register of Members as at close of trading on 2 June 2026.
(The approved dividend will be paid to shareholders on 25 June 2026).
Special Business – Extraordinary Resolution
4. Amendments to the Memorandum and Articles of Association of the Company
To approve that the Memorandum and Articles of Association of the Company be replaced in toto by the Memorandum and Articles of Association amended as described in the Circular to Shareholders dated 1 June 2026 and in line with the appointment of Directors (the “Amended M&A”) and that the Company Secretary be authorized to execute and submit the Amended M&A to the Malta Business Registry for registration.
Special Business – Advisory Vote
5. Remuneration Report
To approve the Remuneration Report of the Company for the year ended 31 January 2026.
Appointment of Directors
In view that only two nominations were received in respect of the two posts which were vacated at the conclusion of the 79 Annual General Meeting, there was no need for an election to be held, and Mr David Valenzia and Dr Max Ganado were automatically elected as Directors of the Company with effect from the conclusion of the 79th Annual General Meeting.
In accordance with Capital Market Rule 5.20, the following details are hereby being disclosed to the public in relation to the newly appointed Director Mr David Valenzia:
Name: David Valenzia
Address: 24, Triq Sant’ Andrija, Hal Lija
Principal activities performed outside the Company: N/A
Directorships held in previous 5 years in other Issuers: N/A
Furthermore, there are no other matters that require disclosure in terms of the Capital Markets Rules 5.20.5 to 5.20.9.
Changes in the composition of the Audit and Risk Committee
The Company announces the resignation of Mr Roderick Chalmers as Chairperson of the Audit Committee and the appointment of Mr David Valenzia in his stead as Chairperson.
Following these changes, the Audit and Risk Committee is composed of Mr David Valenzia (Chairperson), Mr Neil Psaila, and Mrs Marina Hogg.
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By Order of the Board
Nadine Magro
Company Secretary