COMPANY STRUCTURE

Exalco Holdings Limited

Exalco Holdings was incorporated on 27 June 2018 and will act as the holding company of the Guarantor and the Issuer. The principal objects of the company are to acquire, hold, manage and buy and/or sell securities and to invest in companies and other entities.

Exalco Finance p.l.c. (the Issuer)

Exalco Finance was incorporated on 17 July 2018 and will act as the Issuer for the purposes of the Bond. The principal objects of the company are to carry on the business of a finance company, and the financing or re-financing of the funding requirements of the business of Exalco Group.

Exalco Properties Limited (the Guarantor)

Exalco Properties’ primary operating activity comprises the acquisition and development of high-quality business centres and the leasing of office and retail space to third parties. The Company, formerly known as Exalco Group Limited, owns five large business centres in prime locations across Malta. Exalco Properties will act as the Guarantor for the bond issue.

THE BOARD OF DIRECTORS

In compliance with the company’s Articles of Association, the appointment of directors is reserved exclusively to the Company’s shareholders. The board is composed of the following Directors:

Founder of Exalco Properties Limited (originally Exalco Group Limited) since 1986, Mr Alexander Montanaro has served as managing director of the Guarantor since its inception, responsible for successfully implementing the company’s policies, developing its strategic plans and overseeing its operations. He served as financial manager of Moenninghoff Metals (Malta) Ltdbetween 1978 and 1979, as financial manager, administration/finance manager and eventually general manager of Rotos Pumps Co. Ltd between 1979 and 1984, and as administration/finance manager of Muscat Group of Companies between 1984 and 1986. Mr Montanaro has also occupied a number of directorship positions in various companies within the real estate, metals and corporate services industries. He has also obtained authorisation to act as trustee by the MFSA.

Mr Lawrence Zammit is a founding partner and a director of MISCO, and was instrumental in developing its market research division. Mr Zammit also holds a number of directorships in both private and public companies, and acts as a consultant to a number of business organisations, with a special focus on strategic issues related to leadership, business development, management and marketing. Mr Zammit is currently chairman of the board of directors of Atlas Insurance PCC Ltd. and Grand Harbour Marina p.l.c., as well as being a director of PG plc, Loqus Holdings p.l.c., Mariner Finance p.l.c. and Corporate Identities Ltd. Furthermore, he is a former chairman of the Employment and Training Corporation, Malta International Airport p.l.c., Air Malta p.l.c. and Malta Enterprise.

Mr Jean-Marc Montanaro holds a Bachelor’s degree in Business Administration (Honours) from Cardiff University, United Kingdom and holds the ACCA and FCCA qualifications. He has three years of professional experience which he gained working with Deloitte. Mr Montanaro has occupied the roles of director and financial controller of the Guarantor, Exalco Metals Limited and ECTS Limited since 2006, and is responsible for all aspects of corporate accounting and financial reporting activities of the three entities, the carrying out of feasibility studies for any potential property project. He is also responsible for the project management of major developments including the Guarantor’s most recent development – @GiG Beach, and the project management of major refurbishment works in the Cornerstone, Parklane and Mayfair business centres.

A certified public accountant and auditor holding a warrant to practice both as an accountant and an auditor, Mr Mario P. Galea currently practises as a business adviser providing oversight and advisory services to businesses and corporations, and serves on a number of boards of directors and audit committees of various companies in the financial and commercial sectors, including listed companies. Mr Galea was founder, managing partner and chairman of Ernst & Young in Malta for more than ten years and saw the successful introduction and growth of the local firm into a recognised and respected presence in the market. Amongst a number of other appointments, he served as president of the Malta Institute of Accountants, chairman of the Malta Resources Authority, and sat on various professional committees in Malta and abroad, such as the Council of the Federation des Experts Comptables (FEE) in Brussels. He continues to form part of the Ethics and Regulatory committees of the Malta Institute of Accountants and the Accountancy Board, the accountancy professional regulator in Malta. Mr Galea has also lectured in auditing, assurance and professional and business ethics, led several training courses and spoke at various business and professional conferences in Malta and abroad.

Mr Michael Montanaro holds a Bachelor’s degree in Business Studies with a major in Finance (Honours) from Napier University, Edinburgh. Mr Montanaro has served the Guarantor as property manager since 2010 and is entrusted mainly with the responsibility for the day-to-day management of the tenants of the business centres including maintenance and cleaning works, the negotiating of lease agreements with the same, and the marketing of available office space within the business centres. He also carries out project management on any refurbishment and finishing works undertaken by the Guarantor and formulates business development policies for the same

Mr Kevin Valenzia recently stepped down as managing partner of PricewaterhouseCoopers in Malta, after having served for eight years in that role, and retired from PricewaterhouseCoopers after having reached the firm’s mandatory retirement age. He had been a partner at PricewaterhouseCoopers since 1987, and has been instrumental in helping to develop Malta’s financial services industry. Amongst a number of other appointments, he is a past President of the Institute of Financial Services Practitioners, past Chairman of the Financial Services Consultative Council, and one of the first Governors of Finance Malta. He has also been consulted regularly by successive governments for advice on the continued development of Malta’s financial services sector and continues to sit on the Financial Services Working Group, chaired by the Minister for Finance.

AUDIT COMMITTEE

In compliance with the requirements of the Listing Rules issued by the Listing Authority the Board of Directors established an Audit Committee to support it in its responsibilities in dealing with issues of risk; control and governance; and associated assurance.

The Committee’s terms of reference of the Audit Committee establish the composition, role and function of the Committee, the parameters of its remit as well as the basis for the processes that it is required to comply with. The Committee is a sub-committee of the Board and directly responsible and accountable to the Board. The Board reserves the right to change these terms of reference from time to time. The Audit Committee is composed of the following Directors:

Mr Lawrence Zammit

Mr Mario P. Galea – Member competent in accounting

Mr Kevin Valenzia – Member competent in accounting

The above are non-executive directors of the company.

EXTERNAL AUDITORS

PricewaterhouseCoopers are engaged as external auditors on an annual basis during the company’s Annual General Meeting by means of a resolution for their appointment.

The contact details of PricewaterhouseCoopers are:

PricewaterhouseCoopers
78 Mill Street
Qormi
MALTA

Tel: +356 2124 7000
Fax: +356 2124 4768

Email: info@mt.pwc.com
www.pwc.com/mt