Notice of the Fifth Annual General Meeting
In terms of Article 19 of the Articles of Association
Notice to shareholders is hereby being given of the Fifth Annual General Meeting of Merill SICAV p.l.c. (the “Company”) to be held on 11 February 2021 at 10:00 am virtually for the purpose of considering the below Agenda.
Due to the Covid-19 pandemic, and in order to protect all our shareholders, guests and organisers, the Board of Directors of the Company, pursuant to the issue of Legal notice 288 of 2020 – Companies Act Regulations, has taken the decision that the Annual General Meeting will, on an exceptional basis, be held virtually, i.e. without the physical attendance of shareholders and other eligible attendees.
1. Approval of Accounts (see note 2)
That the [Annual Report and Financial Statements] as at 31 July 2020 be approved.
2. Auditors - Reappointment and Remuneration (see note 2)
That the reappointment of PricewaterhouseCoopers as Auditors be approved, and the Board of Directors be authorised to fix their remuneration.
3. Appointment and/or Re-appointment of Directors (see notes 2 and 4)
That the current directors appointed by the Founder Shareholders, namely the Founder Directors, be re-appointed as directors of the Company.
That the Investor Shareholders elect directors in terms of article 22.7 of the Articles of Association.
By order of the Board
Ms Fabia Guntrip
For and on behalf of
BOV Fund Services Limited
27th January 2021
Due to the virtual nature of Annual General Meeting, a shareholder entitled to vote may vote or submit questions using the enclosed proxy form or by sending an email to email@example.com with the subject “Merill AGM Questions –“ and the reference number. To be valid this document must reach the offices of BOV Fund Services Limited, TG Complex, Suite 2, Level 3, Brewery Street, Central Business District, Birkirkara, CBD 3040, Malta, not less than 48 hours before the appointed date and time of the Meeting.
1. This Notice has been mailed to all shareholders registered as at the 22th January 2021, which shareholders are entitled to attend and vote on some or all the items set out in the Agenda.
2. Founder Shareholders (namely those holders of shares who subscribed to shares at the time of registration of the Company), are entitled to vote on all matters referred to in the Agenda, in terms of Article 7.1 of the Memorandum of Association. Investor Shareholders (all shareholders in the Company other than Founder Shareholders) are only entitled to vote on the relevant part of item 3 of the Agenda (appointment and re-appointment of directors).
3. In the case of joint holders of a share the vote of the first-named of the joint holders who tenders a vote, whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders. The first-named shall be determined by the order in which the names of the joint holders stand in the register of member
4. Should holders of Investor Shares wish to nominate a director for appointment as director of the Company, the Company will receive nominations for Directors at the address indicated above pursuant to Article 22.8 of the Articles of Association at least ten days before the appointed date and time of the Meeting. Mr Paul Mercieca, the director currently appointed by the Investor Shareholders, is standing for re-election.