Notice to shareholders is hereby being given of the Second Annual General Meeting of Merill SICAV plc (the "Company") to be held on February 15, 2018 at 10:00 am at The Courtyard at Hilltop Gardens, Triq L-Inkwina, Naxxar, NXR2641, Malta for the purpose of considering the following Agenda:
Approval of Accounts
That the Annual Report and Financial Statements as at 31 July 2017 and the Directors’ and the Independent Auditors’ Reports thereon be approved.
Auditors - Reappointment and Remuneration
That the reappointment of PricewaterhouseCoopers as Auditors be approved, and the Board of Directors be authorised to fix their remuneration.
Reappointment of Directors
That the Directors be reappointed.
By order of the Board
Ms Lesley-Ann Lewis
For and on behalf of
BOV Fund Services Limited
1st February 2018
A shareholder entitled to vote may appoint a proxy to attend and vote instead of him/her using the enclosed Form of Proxy; such proxy need not also be a shareholder. To be valid this Form of Proxy must reach the offices of BOV Fund Services Limited, TG Complex, Suite 2, Level 3, Brewery Street, Mriehel, BKR 3000, 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 26th January 2018 which shareholders are entitled to attend and vote at the Second Annual General Meeting.
2. Holders of Founder Shares are entitled to vote on all matters in terms of Article 7.1.1 of the Memorandum of Association.
3. Holders of Investor Shares are only entitled to vote for the re-appointment of Directors (except the Founder Directors) in terms of Article 7.2.1 (a) of the Memorandum of Association.
4. In the case of joint holders of a share the vote of the first-named of 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.
5. The Board of Directors currently consists of Mr Jesmond Mizzi (Founder Director), Dr Mark Azzopardi (Founder Director), Dr Joseph Borg Bartolo (Founder Director) and Mr Paul Mercieca. 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.