Annual General Meeting 2023

  4. Annual General Meeting 2023

Timeline

The Annual General Meeting (the "AGM" or the "Meeting") of FIMBank p.l.c. (the "Bank") will be held on Thursday 4 May 2023 at the Hilton Malta, Portomaso Suite, St. Julian’s, Malta. Registration starts at 5.00 pm, the actual Meeting commences at 6.00 pm. The Form of Proxy is to reach the Company Secretary's Office by latest 6.00 pm on Wednesday 3 May 2023.

 

Important Shareholder information

  • Shareholders registered on 4 April 2023 (the "Record Date") shall have the right to participate and vote at the Meeting. The Notice to Members and all AGM documentation have been mailed to the Shareholders' last registered address with the Malta Stock Exchange as at the Record Date.
  • The Bank has only one class of Ordinary Shares and all shares have equal voting rights.
  • The total number of shares in issue all being eligible to participate in the Meeting is 522,443,763.

Shareholders may ask questions related to the items on the agenda in terms of Capital Markets Rules 12.24 to 12.26. Questions may be directed to the Directors or the Company Secretary. Answers to questions related to items on the agenda may be given either directly to the Shareholder asking the question during the meeting or published on the Bank's website.

 

Proxy Voting

The following are extracts from the Capital Markets Rules relevant to Proxy Voting:

"CMR 12.27  Without prejudice to Capital Markets Rule 12.28, every person entered into the register of members kept by the Issuer shall be entitled to appoint one person to act as proxy holder to attend and vote at a general meeting instead of him. The proxy holder shall enjoy the same rights to speak and ask questions in the general meeting as those to which the member thus represented would be entitled.

CMR 12.28    Where a person whose details are entered into the register of members is holding the shares for and on behalf of third parties, such member is entitled to grant a proxy to each of his clients or to any third party designated by a client. The said member shall be entitled to cast votes attaching to some of the Shares differently from the others. Accordingly, proxy forms shall be designed by Issuers to allow such split voting.

CMR 12.29   A proxy holder shall, prior to a general meeting disclose to the Shareholder who appointed him any facts of which he is aware and which may be relevant for that Shareholder in assessing any risk that the proxy holder might pursue any interest other than the interest of such Shareholder.

CMR 12.30   Without prejudice to the generality of Capital Markets Rule 12.29, the facts that a proxy holder is required to disclose include:

12.30.1  whether he is a controlling Shareholder of the Issuer, or is another entity controlled by such Shareholder;

12.30.2  whether he is a Director of the Issuer, or of a controlling Shareholder or controlled entity referred to in Capital Markets Rule 12.30.1;

12.30.3  whether he is an employee or an auditor of the Issuer, or of a controlling Shareholder or controlled entity referred to in Capital Markets Rule 12.30.1; and

12.30.4  whether he has a family relationship with a natural person referred to in Capital Markets Rules 12.30.1 to 12.30.3.

CMR 12.31    A proxy holder appointed in terms of Capital Markets Rule 12.27 shall not transfer his proxy to another person. Where, however, the proxy holder is a legal person, it may exercise the powers conferred upon it through a duly appointed corporate representative.

CMR 12.32    A proxy holder shall vote in accordance with any instructions given by the appointing Shareholder, keep a record of such instructions for at least five years and, confirm, upon a request of the appointing Shareholder, that the voting instructions have been complied with. Unless otherwise provided in the memorandum and articles of association of an Issuer or the terms of issue of shares:

12.32.1  on a show of hands a Shareholder present in person or by proxy shall have one vote independently of the number of shares held or represented;

12.32.2  on a poll a Shareholder present in person shall have one vote for every share of which he is the holder; and

12.32.3  on a poll a proxy shall have one vote for each share for which he holds a valid proxy form.

CMR 12.33    Any person acting as a proxy holder may hold a Proxy from more than one Shareholder without limitation as to the number of Shareholders so represented. Where a proxy holder holds Proxies from several Shareholders, he may cast votes for a certain Shareholder differently from votes cast for another Shareholder.                 

In the case of voting by a show of hands, a proxy who has been mandated by several Shareholders and instructed to vote by some Shareholders in favour of a resolution and by others against the same resolution, shall have one vote for and one vote against the resolution."