Enhanced Investments - Financial Portal

Results of annual general meeting

Published: 2022-12-05 18:30:30 ET

                                                                                                            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 Monday, 5 December 2022 (“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 714,645,729, of which:
- 16,586,906 shares are held as treasury shares and were not eligible to vote on any of the resolutions posted, and
- 10,151,931 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, 7, 8 and 9 (resulting in 687,906,892 potential votes in respect of
    these resolutions).
Shareholders holding 586,017,606 (83.95%) 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 annual financial statements for the year ended 30 June 2022
and the directors’ commentary and the auditors’ report.

Shares voted                     For                             Against                       Abstentions
582,618,790 (83.46%)*            582,618,790 (100%)              -                             3,398,816 (0.49%)^

Resolution number 2: To re-appoint PricewaterhouseCoopers Malta (PwC) as the auditor of the Company.

Shares voted                     For                             Against                       Abstentions
582,618,790 (83.,46%)*           582,618,790 (100%)              -                             3,398,816 (0.49%)^

Resolution number 3.1: To re-elect Raluca Buzuleac - Executive Director.

Shares voted                     For                             Against                       Abstentions
582,618,790 (83.46%)*            582,618,790 (100%)              -                             3,398,816 (0.49%)^

Resolution number 3.2: To re-elect Dan Petrisor - Executive Director.

Shares voted                     For                             Against                       Abstentions
582,618,790 (83.46%)*            582,618,790 (100%)              -                             3,398,816 (0.49%)^

Resolution number 3.3: To re-elect Nadine Bird - Executive Director effective as of 1 February 2023.

Shares voted                     For                             Against                       Abstentions
582,618,790 (83.46%)*            570,502,689 (97.92%)            12,116,101 (2.08%)            3,398,816 (0.49%)^

Resolution number 3.4: To re-elect Werner Alberts - Independent Non-Executive Director.

Shares voted                     For                             Against                       Abstentions
582,618,790 (83.46%)*            579,156,927 (99.41%)            3,461,863 (0.59%)             3,398,816 (0.49%)^
Resolution number 3.5: To re-elect Brett Nagle- Independent Non-Executive Director

Shares voted                    For                            Against                      Abstentions
582,618,790 (83.46%)*           582,618,790 (100%)             -                            3,398,816 (0.49%)^

Resolution number 3.6: To re-elect Pierre Goosen - Independent Non-Executive Director.

Shares voted                    For                            Against                      Abstentions
582,618,790 (83.46%)*           526,180,399 (90.31%)           56,438,391 (9.69%)           3,398,816 (0.49%)^

Resolution number 4: General authority to repurchase issued shares.

Shares voted                    For                            Against                      Abstentions
572,919,582 (83.28%)**          517,465,310 (90.32%)           55,454,272 (9.68%)           13,098,024 (1.90%)^^


Resolution number 5: General authority to issue shares for cash pursuant to article 3.12.1(e) of the Company's articles
of association.
Shares voted                    For                            Against                      Abstentions
572,919,582 (83.28%)**          528,099,940 (92.18%)           44,819,642 (7.82%)           13,098,024 (1.90%)^^

Resolution number 6: Proposed changes to the Company’s memorandum and articles of association.

Shares voted                    For                            Against                      Abstentions
582,621,513 (83.46%)*           582,621,513 (100%)             -                            3,396,093 (0.49%)^

Resolution number 7: Advisory, non-binding approval of Compensation Policy.

Shares voted                    For                            Against                      Abstentions
556,010,795 (80.83%)**          398,934,928 (71.75%)           157,075,867 (28.25%)         30,006,811 (4.36%)^^

Resolution number 8: Advisory, non-binding approval of compensation implementation report for Non-Executive
Directors.

Shares voted                    For                            Against                      Abstentions
556,010,795 (80.83%)**          518,213,140 (93.20%)           37,797,655 (6.80%)           30,006,811 (4.36%)^^

Resolution number 9: Advisory, non-binding approval of compensation implementation report for Executive Directors.

Shares voted                    For                            Against                      Abstentions
556,010,795 (80.83%)**          423,639,379 (76.19%)           132,371,416 (23.81%)         30,006,811 (4.36%)^^

* 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, supported by a considerable consensus of MAS’ shareholders, board of directors
(the “Board”) and management, reflects a strong commitment to place total long-term shareholders’ returns at the centre
of MAS’ strategy. After two consecutive years of strong shareholder support, the non-binding advisory vote for the
endorsement of MAS’ Compensation Policy has not achieved the 75% threshold of the votes exercised, as required by
JSE Listings Requirements. A significant proportion of the 28.25% votes against the Compensation Policy pertain to the
same large institutional shareholder whose objections had been addressed with the previous AGM results. In exercising
its responsibilities to oversee the implementation of appropriate corporate governance standards, the Board is
committed to continuing its engagement with all shareholders in a transparent and meaningful manner and invites
dissenting shareholders who voted against resolution 7 to address their concerns by submitting an email to
office@masrei.com by 13 January 2023.


5 December 2022

For further information please contact:
Leon Allison, MAS P.L.C.                                                +27 82 307 3667
Dan Petrisor, MAS P.L.C.                                                +40 741 184 921
Java Capital, JSE Sponsor                                               +27 11 722 3050

Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

Important disclosures

Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.

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Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.