STOCK EXCHANGE ANNOUNCEMENT
For Immediate Release 31 January 2012
Marriott International Funds plc
Re: Results of Annual General Meeting
The Directors of Marriott International Funds plc (the "Company") wish to announce that, the resolutions regarding amendments to the Memorandum and Articles of Association of the Company, as detailed in the Notice sent to shareholders within the Annual Report for the year ended 31 August 2011, were passed at the annual general meeting held on 31 January 2012.
As a result, the following changes will take immediate effect:
1.
The directors have been authorised to fix the remuneration of the directors at such rate as the directors may decide provided however that the aggregate emoluments of each director in respect of any twelve month accounting period shall not exceed €25,000 or such higher amount as may be approved by the Company in general meeting and provided further that any director who serves on any committee or who otherwise performs services which, in the opinion of the directors, are outside the scope of the ordinary duties of a director, may be paid such extra remuneration as the directors may determine. The aggregate emoluments figure had previously been set at $14,000.
2.
The Memorandum of Association of the Company has been amended by the deletion, wherever it appears, of the term "The European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2003" and its replacement by " The European Communities ( Undertakings for Collective Investment in Transferable Securities) Regulations, 2010".
3.
The Articles of Association of the Company have been amended by the deletion, wherever it appears, of the term "The European Communities ( Undertakings for Collective Investment in Transferable Securities) Regulations, 2003" and its replacement by " The European Communities ( Undertakings for Collective Investment in Transferable Securities) Regulations, 2010".
4.
The Articles of Association have been amended by the deletion, wherever it appears, of the term "Irish Financial Services Regulatory Authority" and its replacement by "Central Bank (Other OTC: CBSU.PK - news) of Ireland (Xetra: A0Q8L3 - news) ".
5.
The definition of "Market" in Part I of the Appendix to the Articles of Association of the Company has been deleted and replaced by the following;
"Market" means, in relation to any Investment, any stock exchange, over the counter market or other regulated securities market, on which an Investment is listed and/or traded".
6.
Clause 26; Part IX-Markets of the Appendix to the Articles of Association of the Company has been deleted and replaced by the following;
26. With the exception of permitted investments in unlisted securities, the Company will only invest in those securities and derivative instruments listed or traded on a stock exchange or market (including derivative markets) which meets with the regulatory criteria (regulated, operate regularly, be recognised and open to the public) and which is listed in the prospectus.
7.
The Articles of Association of the Company have been amended by the deletion of Article 97 and its replacement by the following;
97. Service of notices
(a) A notice or document (including a share certificate) to be given, served or delivered in pursuance of these Articles may be given to, served on or delivered to any Holder by the Company:
(i) by handing same to him or his authorised agent;
(ii) by leaving the same at his registered address;
(iii) by sending the same by post in a pre-paid cover addressed to him at his registered address;
(iv) where permitted by law, by transmitting the same by facsimile or otherwise electronically;
(v) by sending it electronically to the address previously identified to the Company or by posting such notice or
document on a web-site which is duly notified to the Holders by post or by sending such notice electronically to an address previously identified to the Company; or
(vi) by such other method as may be agreed between the Company and the Holder from time to time.
(b) Where a notice or document is given, served or delivered pursuant to sub-paragraph (i) or (ii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the Holder or his authorised agent, or left at his registered address (as the case may be).
(c) Where a notice or document is given, served or delivered pursuant to sub-paragraph (iii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of forty-eight hours after the cover containing it was posted. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.
(d) Where a notice or document is given, served or delivered pursuant to sub-paragraph (iv) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the time of transmission provided in the case of notice sent by facsimile the correct number is received on the transmission report.
(e) Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee in bankruptcy or liquidator of a Holder shall be bound by a notice given as aforesaid if sent to the last registered address of such Holder, notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation or disability of such Holder.
(f) Without prejudice to the provisions of sub-paragraphs (i) and (ii) of this Article, if at any time by reason of the suspension or curtailment of postal services within the State, the Company is unable effectively to convene a general meeting by notice sent through the post, a general meeting may be convened by a notice advertised on the same day in at least one leading national daily newspaper published in the State and such notice shall be deemed to have been duly served on all Holders entitled thereto at noon on the day on which the said advertisement or advertisements shall appear. In any such case the Company shall send confirmatory copies of the notice through the post to those Holders whose registered addresses are outside the State (if or to the extent that in the opinion of the Directors it is practical so to do) or are in areas of the State unaffected by such suspension or curtailment of postal services. If at least ninety-six hours prior to the time appointed for the holding of the meeting the posting of notices to Holders has become practical in the opinion of the Directors, the Directors shall send forthwith confirmatory copies of the notice by post to such Holders. The accidental omission to give any such confirmatory copy of a notice of a meeting to, or the non-receipt of any such confirmatory copy by, any person entitled to receive the same shall not invalidate the proceedings at the meeting.
(g) Notwithstanding anything contained in this Article the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction or other area other than the State.
Enquiries:
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A∓L Goodbody |
Nollaig Greene |
+353 1 649 2000 |
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Davy |
Niamh Moran |
+353 1 614 8933 |
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange.


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