Notice to shareholders is hereby being given of the Eighth Annual General Meeting of Merill SICAV p.l.c. (the “Company”) to be held on 15 February 2024 at 09:30 hrs (CET) at The Courtyard at Hilltop Gardens, Triq L-Inkwina, Naxxar, NXR 2641, Malta for the purpose of considering the following Agenda:

AGENDA

1. Approval of Accounts (see note 2)

That the Annual Report and Financial Statements as of 31 July 2023 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

Company Secretary

29^th January 2024

NOTES:

A shareholder entitled to vote may appoint a proxy to attend and vote instead of him/her using the enclosed form. To be valid this document must reach the offices of BOV Fund Services Limited, 475, Triq il-Kbira San Guzepp, Santa Venera SVR 1011, Malta or emailed to info@merillfunds.com with the subject “Merill AGM,” 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 15th of January 2024, 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.  As at date hereof, Mr David Bonett is being proposed for election to the office of director, subject to MFSA approval. Mr Paul Mercieca, the director currently appointed by the Investor Shareholders, is standing for re-election.