AGM 2025: The 33rd Malta International Airport Annual General Meeting was held at the DoubleTree by Hilton Malta in Qawra on Wednesday, 14th May 2025, at 10.30am.

The authorised share capital of the Company consists of one hundred eighty-six million, three hundred forty-nine thousand, six hundred ordinary shares of €0.25 each. The issued share capital is made up of one hundred thirty-five million, three hundred thousand ordinary shares of €0.25 each, split in Ordinary ‘A’, ‘B’ and ‘C’ shares. All Ordinary shares are entitled to one vote each at meeting of shareholders.

For further information about the meeting, you may read the AGM Notice in your preferred language.

• AGM Notice in Maltese
• AGM Notice in English

For a more detailed explanation of the extraordinary resolutions that appear on the agenda, kindly refer to the circular available here.

You can read our Privacy Notice regarding how we process Personal Data held by, or provided to, Malta International Airport plc due to your shareholding in the company here.

The 2024 Annual Report may be found here.

Approved Resolutions

The resolutions listed below were considered and approved during the meeting.

Resolution 1
That the financial statements of the Company for the financial year ended 31 December 2024 and the directors’ and auditors’ report thereon as set out in the Annual Report be and are hereby approved.

Resolution 2
That a final gross dividend of €0.2769231 per share (net €0.18) which represents a gross payment of €37,467,692 be and is hereby approved.

Resolution 3
That the reappointment of PricewaterhouseCoopers as auditors of the Company be hereby approved and that the directors be and are hereby authorised to determine their remuneration.

Resolution 4
That the Remuneration Statement published as part of the Annual Report be and is hereby approved.

Resolution 5
That the directors be and are hereby authorised for all intents and purposes of law, including but not limited to Article 106 of the Companies Act and the Capital Market Rules, to re-purchase and acquire in the market, up to 1,353,000 (one million three hundred and fifty-three thousand) shares of a nominal value of €0.25 per share of the Company, at a price ranging from a minimum of €3 per share and a maximum of €7.38 per share. This authorisation is hereby granted for a period commencing on the 1 June 2025 until the next annual general meeting. Authority is hereby also granted to the directors for any shares so purchased by the Company to be cancelled and the share capital of the Company shall be reduced accordingly.

Resolution 6
That the following clause be inserted in the objects clause of the memorandum of association of the company as paragraph (ao) of clause 3, and that the memorandum of association be updated accordingly:

“To receive, from any assets held by the company pursuant to any of the provisions of this clause, dividends, capital gains, interest, and any other income derived from investments including income or gains on their disposal, rents, royalties and similar income whether arising in or outside Malta and profits or gains attributable to a permanent establishment (including a branch) whether situated in or outside Malta.”

The new Board of Directors was also appointed in accordance with the company’s Articles of Association. Nikolaus Gretzmacher, Dr Cory Greenland, Rita Heiss, Dr Wolfgang Koeberl, and Florian Nowotny will hold office as non-executive directors until the next annual general meeting, while Chief Executive Officer Alan Borg and Chief Financial Officer Karl Dandler will continue to serve as executive directors.

Responses to Questions Received from Shareholders

With reference to questions raised in writing by shareholders of the company, the Board of Directors
formally responded during this morning’s Annual General Meeting.

Below are the responses given by the Company Secretary during this morning’s proceedings.

1. In the past (e.g. in the year 2010) MIA had carried out a share split, the effect of which was to lower the share price of MIA, making the shares more marketable and hence increase liquidity in MIA shares. Has MIA considered this as an option now, and therefore as an alternative to share buy-back, and if not, why not? I understand that with a nominal value per share at 0.25 Euro per share, it may be hard to split MIA shares further, but I do not know if this may have been a reason to discourage MIA from pursuing a share split.

Matters related to marketability and liquidity of MIA’s shares are regularly reviewed during the Company’s strategy meetings, as was the case this past year. Following careful evaluation, the Board has determined that a share split is not warranted at this time.

2. Considering that the balance sheet of MIA (company) as at 31 December 2024 shows Retained Earnings of Euro 176 million, compared to Share Capital of Euro 34 million, and given that MIA is in an investment phase, why hasn’t MIA chosen to issue bonus shares to shareholders which would increase (rather than decrease as in a buy-back) the number of shares of MIA, but would capitalise MIA better, increase share supply and hence liquidity, reduce the share price, whilst rewarding all shareholders directly, as opposed to a share buy-back?

Malta International Airport plc remains committed to prudent capital management. In view of the Company’s €345 million capital investment programme currently underway, the Board has resolved to finance a significant part of this programme through its own financial reserves, thereby maintaining a strong balance sheet and adopting a more conservative approach to financial planning.

While bonus shares would increase dividends in future years, they would reduce the Company’s flexibility to self-finance such investments. For this reason, the Board determined that the buy-back programme that is being proposed not only provides value to shareholders but aligns best with the Company’s long-term objectives.

Furthermore, the proposed dividend, which is being distributed in addition to the share buy-back programme, represents the highest dividend ever issued by the Company at €0.18 net per share, underscoring Malta International Airport’s commitment to delivering value to shareholders.

3. Hence, why do the directors prefer to reduce the number of shares in issue, with the consequence that once the buy-back program is stopped the share price falls and with it liquidity, as opposed to increasing the number of shares which should make the market more fluid?

The buy-back initiative was initially proposed by the Company’s shareholders, and has since been carefully evaluated by its Board of Directors in the context of Malta International Airport plc’s broader capital management strategy. Should the resolution be approved at the upcoming Annual General Meeting, the programme will commence on the 1st of June.

Throughout the duration of the programme, Malta International Airport will closely monitor its impact, actively gather feedback from the market, and assess its effectiveness in meeting the intended objectives. Buy-back programmes are one out of a number of possible measures that the company may launch with a view to sustaining liquidity in its shares. The Company intends to keep under active review the liquidity of its shares in the market and, depending on circumstances, intervene with measures other intended to enhance liquidity.