Plaza Centres plc - Extraordinary General Meeting
On 19 February 2026, Plaza Centres plc announced that it will hold an Extraordinary General Meeting (EGM) on Wednesday 25 March 2026 following a requisition duly submitted by Virgata HQ Limited. Shareholders as at close of trading on 19 February 2026 will receive an explanatory circular and be entitled to vote and attend the EGM.
The proposed resolutions are as follows:
- Extraordinary Resolution proposed by Virgata HQ Limited
That article 6 of the memorandum of association of the Company be abrogated and substituted by the following: “The Board of Directors of the Company shall consist of five (5) members if three (3) or fewer directors have been appointed by one or more shareholders exercising their right pursuant to Article 55.1(a) of the Articles of Association of the Company, and shall consist of seven (7) members if four (4) or more directors have been thus appointed.
- Extraordinary Resolution proposed by Virgata HQ Limited
That the Company be and is hereby authorised for all intents and purposes of law, to re-purchase and acquire its own shares on the following terms: the Company is authorised, subject to the applicable regulatory approvals and for as long as its liquidity situation (including its ability to dispose of readily marketable securities) permits, to execute such repurchases either in the form of bid orders in the market placed through one or more brokers, or in the form of one or more tender offers:
- for a period of 18 months
- up to an amount of 2.4 million shares
- at a minimum price of €0.75 per share and a maximum price of €0.95 per share.
The shares thus repurchased shall be cancelled.
- Ordinary Resolution proposed by the Board of Directors
- a. That, on 1 April 2026, the amount of €2,549,200 from the Company’s share premium account is capitalised for the purpose of a bonus share issue of fully paid ordinary shares of a nominal value of €0.20 per share, representing 1 bonus share for every 2 shares held, to be allotted to the members appearing on the register of members of the Company as at the close of business on 27 March 2026 (trading cut-off date being 25 March 2026), thereby increasing the issued share capital from the current 25,492,000 to 38,238,000 shares of €0.20 each share fully paid up, resulting in a paid up capital of €7,647,600.
- b. Since the allocation ratio of bonus shares to registered shares held by the Eligible Member is 1 bonus share for every 2 shares held, in the allocation process the Company shall, where the number of shares held by the Eligible Member is not exactly divisible by 2, round up the allocation to the nearest share whenever the mathematical result of the allocation formula contains a fractional entitlement which is of 0.5 of a share or more, and round down to the nearest share in the event that the mathematical result of the allocation formula contains a fractional entitlement which is of less than 0.5 of a share.