MIA AGM 2026
AGM Documentation
Notice is hereby given of the 34th Annual General Meeting of Malta International Airport plc to be held at the DoubleTree by Hilton Malta, Qawra, St Paul’s Bay, on Wednesday 20th May 2026 at 10.30am.
Right to Ask Questions
Shareholders, whether attending personally or by proxy, are reminded that they are entitled to ask questions pertinent to any item on the agenda of the Meeting and to have such questions answered by the directors or such person(s) as the directors may delegate for that purpose.
To ensure the efficient conduct of proceedings at the Meeting, the directors invite Shareholders to submit any questions relating to the resolutions in writing to the Company Secretary, either by mail at The Company Secretary, Malta International Airport p.l.c., Luqa LQA 4000, or by email on agm@maltairport.com, not later than 48 hours before the Meeting.
Nomination of Directors
All shareholders entitled to participate in the election of directors pursuant to Article 55.1.2 of the Articles of Association of the Company are hereby advised that nominations of candidates for the election of directors during the forthcoming Annual General Meeting of the Company remained open until 23 February 2026.
Shareholders are hereby further advised that, pursuant to Article 56.3 and on pain of nullity, all such nominations shall have to:
1. be submitted on the prescribed form which is available from the Office of the Company Secretary, Malta International Airport plc, Luqa LQA 4000, during normal office hours, or available to download here;
2. reach the Office of the Company Secretary at the above address by not later than 12:00 hours on Monday, 23rd February, 2026.
Should you have any queries, please do not hesitate to contact us on agm@maltairport.com.
Approved Resolutions
During the meeting, shareholders considered and approved the following resolutions:
Resolution 1
That the financial statements of the Company for the financial year ended 31 December 2025 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 €0.2923077 per share (net €0.19) 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 Markets Rules, to repurchase and acquire in the market up to a maximum of 1,353,000 ordinary shares of a nominal value of €0.25 each in the share capital of the Company (representing approximately 1% of the total issued share capital of the Company), at a price per share ranging from a minimum of €3.00 to a maximum of €7.38. This authorisation shall be effective for a period commencing on 1 June 2026 and expiring at the next Annual General Meeting of the Company. Authority is hereby further granted to the directors for any shares so purchased by the Company to be cancelled and for the share capital of the Company to be reduced accordingly.
The meeting also saw the appointment of the new Board of Directors in accordance with the Company’s Articles of Association. Nikolaus Gretzmacher, Dr Cory Greenland, Rita Heiss, Belina Neumann, and Florian Nowotny were appointed as non-executive directors, while Chief Executive Officer Alan Borg and Chief Financial Officer Christian Schroetter will serve as executive directors. All non-executive directors shall hold office until the next Annual General Meeting.
Questions Asked at the 34th Annual General Meeting
1. Ryanair has a share of around 50% of passenger traffic. Are you concerned that this ‘monopoly’ could become unhealthy?
Ryanair is an airline that dominates aviation across Europe, having carried around 200 million passengers in 2025. Moreover, given the deregulation of the European aviation market, any EU airline can operate anywhere across the EU. Ryanair generally operate flights to regional airports that are not served by other airlines, so we do our utmost to ensure that their operations are concentrated in such airports, where other airlines have limited opportunities to operate
2. Is the construction of the hotel a project which is being undertaken by Malta International Airport plc or by other parties?
The hotel will be housed within one of the blocks that is being constructed as part of the SkyParks 2 project, which falls under Malta International Airport’s multimillion investment programme. It will be operated by a third-party under an international brand as a concession. The operator was chosen following a tendering process, which provided the Company with a selection of brands to choose from.
3. Buy-backs can have a positive effect due to low liquidity in Malta. However, could the share buy-back programme have detrimental effects in the long term since it is removing publicly available shares?
The share buy-back initiative is designed to enhance market liquidity. However, this is not an obligatory initiative, enabling the Company to discontinue the programme should it see that it is not having the desired effect. At present, Malta International Airport plc is not considering the discontinuation of the programme. In fact, this year, the Company is once again proposing the renewal of this programme through shareholders’ authorisation.
4. Does the new share buy-back programme continue from the first buy-back programme?
In principle, this does not make a difference. The authorisation for the current share buy-back programme expires on 20th May 2026, coinciding with the Company’s 34th Annual General Meeting. If the Company does not receive the necessary authorisation through voting to extend this initiative until its next Annual General Meeting, it will be discontinued. On the other hand, if the necessary authorisation is granted, this will be effective from 1st June 2026 until the Company’s next Annual General Meeting.
5. Have the 1,353,000 ordinary shares been re-purchased? If not, why is the share buy-back programme expiring today?
This is the maximum number of shares that can be acquired. The programme ends today as one of the parameters governing it has been met. This is the parameter of time – 12 moths from the start of the programme.
6. Can the Company re-purchase shares, retain them and issue them back on the market?
The authorisation was granted for the cancellation of shares and not for them to be retained and issued once again. In order for this to be able to take place, the right structures and mechanisms would need to be in place to ensure conformity with the Market Abuse Regulation. A Company whose primary business is the operation of an airport does not have such structures in place.
On page 185 of the Financial Statements found within the Company’s annual report there is a note (Note 26) on the share buy-back programme. Moreover, in the Explanatory Circular sent to shareholders ahead of the Annual General Meeting, it was also noted that around 50,000 were cancelled.
7. What was the highest price paid for shares as part of this programme?
The highest price paid could not have exceeded the highest price authorised by the Annual General Meeting last year. The Company has issued Company Announcements through the Malta Stock Exchange with information on the number of shares purchased and the price at which they were purchased every week since the programme commenced. The Company also uploads this information on a dedicated page on its website here.
8. With reference to the price range within which the shares can be repurchased, I feel this is too wide, with the lower band possibly affecting MIA’s share price. Can the price range be revised?
The price range was indicated in one of the resolutions listed in the notice sent to shareholders ahead of the AGM. Only a vote in favour or against this resolution is possible, with no possibility to put forward a motion to change the price range. The reason why the price range cannot be changed at this point is because all the shareholders who submitted their proxy forms 48 hours before the Annual General Meeting gave the instruction for a vote in favour or against the resolution as it was. Moreover, the price range was deemed appropriate for the purposes of this programme by the Board of Directors.
9. How will you manage your investment programme, the external financing, and a share buy-back programme affecting your liquidity?
The proposal the Company has put forward to buy back shares is limited to an amount that does not affect the overall investment and does not jeopardise the capital position. EUR 100 million have been raised on the Company’s cash forecast, which also takes into consideration the execution of the share buy-back to its full extent. The Company still believes the share buy-back programme is a positive step towards enabling shareholders who would like to sell their shares.