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MAS:  2,219   -19 (-0.85%)  30/12/2025 19:14

MAS PLC - Results of annual general meeting

Release Date: 30/12/2025 11:45
Code(s): MSP     PDF:  
Wrap Text
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 Tuesday, 30 December 2025 ("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:
- 41,134,779 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 663,497,476 potential votes in respect of
    these resolutions).

Shareholders holding 548,285,404 (76.56% inclusive of treasury shares, 81.23% exclusive of treasury shares) 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 2025 and the directors' commentary and the independent auditor's report

Shares voted                      For                             Against                       Abstentions
547,513,592 (81.11%)*             435,484,455 (79.54%)            112,029,137 (20.46%)          771,812 (0.11%)^

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

Shares voted                      For                             Against                       Abstentions
547,505,470 (81.11%)*             441,857,839 (80.70%)            105,647,631 (19.30%)          779,934 (0.11%)^

Resolution number 3.1: To re-elect Dan Pascariu – Non-Executive Director

Shares voted                      For                             Against                       Abstentions
547,516,592 (81.11%)*             427,223,610 (78.03%)            120,292,982 (21.97%)          768,812 (0.11%)^

Resolution number 3.2: To re-elect Mihail Vasilescu – Non-Executive Director

Shares voted                      For                             Against                       Abstentions
547,377,044 (81.09%)*             419,877,537 (76.71%)            127,499,507 (23.29%)          908,360 (0.13%)^

Resolution number 3.3: To confirm Yovav Carmi – Non-Executive Director

Shares voted                      For                             Against                       Abstentions
547,516,592 (81.11%)*             435,098,878 (79.47%)            112,417,714 (20.53%)          768,812 (0.11%)^

Resolution number 3.4: To confirm Nevenka Crešnar Pergar – Non-Executive Director

Shares voted                      For                             Against                       Abstentions
547,516,592 (81.11%)*             435,273,151 (79.50%)            112,243,441 (20.50%)          768,812 (0.11%)^
Resolution number 3.5: To confirm Dewald Joubert – Non-Executive Director

Shares voted                      For                             Against                      Abstentions
547,516,592 (81.11%)*             429,220,814 (78.39%)            118,295,778 (21.61%)         768,812 (0.11%)^

Resolution number 3.6: To confirm George Toma Mucibabici – Non-Executive Director

Shares voted                      For                             Against                      Abstentions
547,516,592 (81.11%)*             435,098,878 (79.47%)            112,417,714 (20.53%)         768,812 (0.11%)^

Resolution number 3.7: To confirm Martin Slabbert – Non-Executive Director

Shares voted                      For                             Against                      Abstentions
547,377,044 (81.09%)*             417,914,858 (76.35%)            129,462,186 (23.65%)         908,360 (0.13%)^

Extraordinary Resolutions

Resolution number 4: General authority to repurchase issued shares

Shares voted                      For                             Against                      Abstentions
547,513,592 (82.52%)**            430,189,051 (78.57%)            117,324,541 (21.43%)         771,812 (0.12%)^^

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
547,516,592 (82.52%)**            397,975,912 (72.69%)            149,540,680 (27.31%)         768,812 (0.12%)^^

Resolution number 6: Advisory, non-binding approval of compensation policy.

Shares voted                      For                             Against                      Abstentions
547,516,592 (82.52%)**            386,026,746 (70.51%)            161,489,846 (29.49%)         768,812 (0.12%)^^

Resolution number 7: Advisory, non-binding approval of compensation implementation report for Non-Executive
Directors.

Shares voted                      For                             Against                      Abstentions
543,503,187 (81.91%)**            353,991,774 (65.13%)            189,511,413 (34.87%)         4,782,217 (0.72%)^^

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

Shares voted                      For                             Against                      Abstentions
547,516,592 (82.52%)**            414,124,549 (75.64%)            133,392,043 (24.36%)         768,812 (0.12%)^^

* 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 number 5 regarding the general authority to issue shares for cash did not achieve the 75% threshold required
by the JSE Listings Requirements. In addition, Resolution number 6 regarding the Company's Compensation Policy,
and Resolution number 7regarding the Company's Implementation Report for Non-Executive Directors, did not achieve
the 75% threshold of the votes exercised on the non-binding advisory vote for their 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 number 6 and 7 to address
their concerns by submitting an email to cosec@masrei.com by 16 January 2026.

30 December 2025

For further information please contact:
Irina Grigore, MAS P.L.C.                 +356 27 66 36 91
PSG Capital, JSE Sponsor                  +27 010 978 2434

Date: 30-12-2025 11:45:00
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