General Meetings
Annual General Meeting - 16 May 2023
FREQUENTLY ASKED QUESTIONS
AGM and Scrip Dividend
An Annual General Meeting, also known as an AGM, in short, is an annual meeting, held between a company and its shareholders. There are certain decisions that require shareholder approval and therefore these are approved by shareholders at General Meetings.
This AGM will be convened on 16 May 2023 at 1800hours.
The AGM will be held at The Hilton Malta, Vjal Portomaso, St Julian’s.
Registration starts at 1700 hours. After the commencement of the meeting at 1800 hours, you will not be admitted to the meeting.
Parking is available at Portomaso on a first come first serve basis. Public transport is easily accessible as well.
The documentation received relates to the AGM. The pack includes:
• A Covering Letter, in English and Maltese which provides the background to this Meeting.
• The Notice of Annual General Meeting, which details the Agenda of the Meeting, its date and location.
• A Bio Notes section detailing the information on two newly appointed Board members.
• A Circular to Shareholders, which provides an explanation of the resolution being proposed at the Meeting.
• A Remuneration Policy which the shareholders will be asked to vote for.
• A Proxy Form, whereby you are being requested to appoint the Chairman or another person to act as your proxy, and submit your voting preference.
• A Scrip Dividend Election Form which details how much shares or cash you would receive as dividend. It is to be submitted only if you want your dividend in new shares.
The ‘Notes’ sections provided with the Agenda, Scrip Dividend Election Form and Agenda provide further information on, how to complete the documents, appoint a proxy, attend, vote and ask questions.
• A Covering Letter, in English and Maltese which provides the background to this Meeting.
• The Notice of Annual General Meeting, which details the Agenda of the Meeting, its date and location.
• A Bio Notes section detailing the information on two newly appointed Board members.
• A Circular to Shareholders, which provides an explanation of the resolution being proposed at the Meeting.
• A Remuneration Policy which the shareholders will be asked to vote for.
• A Proxy Form, whereby you are being requested to appoint the Chairman or another person to act as your proxy, and submit your voting preference.
• A Scrip Dividend Election Form which details how much shares or cash you would receive as dividend. It is to be submitted only if you want your dividend in new shares.
The ‘Notes’ sections provided with the Agenda, Scrip Dividend Election Form and Agenda provide further information on, how to complete the documents, appoint a proxy, attend, vote and ask questions.
The following resolutions are being put to a vote:
Ordinary resolutions
• Approval of the audited financial statements for the financial year ended 31 December 2022
• Appointment and remuneration of auditors
• Approval of dividend
• Emoluments of directors
• Remuneration policy
• Remuneration report (advisory vote)
Extraordinary resolutions (meaning that a higher voting threshold is required)
• Directors’ authority to issue shares limitedly for the purpose of implementing a decision to pay a scrip dividend, and to affect a capitalisation of profits
• Delegation to the directors to issue debt securities.
Ordinary resolutions
• Approval of the audited financial statements for the financial year ended 31 December 2022
• Appointment and remuneration of auditors
• Approval of dividend
• Emoluments of directors
• Remuneration policy
• Remuneration report (advisory vote)
Extraordinary resolutions (meaning that a higher voting threshold is required)
• Directors’ authority to issue shares limitedly for the purpose of implementing a decision to pay a scrip dividend, and to affect a capitalisation of profits
• Delegation to the directors to issue debt securities.
In its Company Announcement issued on 9th March 2023, the Bank informed its shareholders that following the positive performance of the Bank for the financial year ended December 2022, the Board of Directors has recommended the payment of a dividend. This dividend is being declared as ‘scrip’ (see below for a definition of a ‘scrip dividend’).
The Directors are recommending a final gross dividend to the ordinary shareholders of 2.68 €cents per ordinary share, totalling €9,846,153 (net dividend of 1.74 €cents per ordinary share, totalling €6,400,000). The recommendation is also to pay the dividend by way of scrip, with each shareholder having the option to receive either cash or new ordinary shares.
The above scrip dividend payment is in alignment to the Bank’s Dividend Policy as detailed in Prospectus dated 24th May 2022, Clause 4.8 Dividend Policy.
The Directors are recommending a final gross dividend to the ordinary shareholders of 2.68 €cents per ordinary share, totalling €9,846,153 (net dividend of 1.74 €cents per ordinary share, totalling €6,400,000). The recommendation is also to pay the dividend by way of scrip, with each shareholder having the option to receive either cash or new ordinary shares.
The above scrip dividend payment is in alignment to the Bank’s Dividend Policy as detailed in Prospectus dated 24th May 2022, Clause 4.8 Dividend Policy.
A scrip dividend gives the option to shareholders to receive their dividend in either ‘cash’ or through the equivalent issue of ‘new shares’.
In electing for ‘new shares’, you can increase your shareholding by the allocation of ‘new shares’ equivalent to the ‘cash’ dividend in APS Bank plc without incurring trading costs, and at a set price decided by the Board, i.e. the attribution price. The attribution price is €0.57c per new ordinary share.
Whether you elect to receive ‘new shares’ or ‘cash’ should depend on your own personal circumstances.
In electing for ‘new shares’, you can increase your shareholding by the allocation of ‘new shares’ equivalent to the ‘cash’ dividend in APS Bank plc without incurring trading costs, and at a set price decided by the Board, i.e. the attribution price. The attribution price is €0.57c per new ordinary share.
Whether you elect to receive ‘new shares’ or ‘cash’ should depend on your own personal circumstances.
Being a final dividend, this dividend requires shareholder approval at the Annual General Meeting.
Once the scrip dividend is approved by the Shareholders at the AGM on the 16 May 2023, the Bank will progress with its dividend distribution.
The dividend payment for both ‘cash’ and ‘new shares’ is scheduled for end of May 2023.
Once the scrip dividend is approved by the Shareholders at the AGM on the 16 May 2023, the Bank will progress with its dividend distribution.
The dividend payment for both ‘cash’ and ‘new shares’ is scheduled for end of May 2023.
The details of how much you would receive had you to choose cash or shares is provided in the Scrip Dividend Election Form. The information is particular to you because it is relative to the amount of shareholding you have.
The final gross dividend is of 2.68 €cents per ordinary share (net dividend of 1.74 €cents per ordinary share).
Therefore, for every one share that you have as at 14th April 2023, you will receive 1.74 €cents net.
So, let’s say you have 10,000 shares. You will receive 10,000 x 1.74c = €174.
The final gross dividend is of 2.68 €cents per ordinary share (net dividend of 1.74 €cents per ordinary share).
Therefore, for every one share that you have as at 14th April 2023, you will receive 1.74 €cents net.
So, let’s say you have 10,000 shares. You will receive 10,000 x 1.74c = €174.
The ‘new shares’ are calculated by considering:
• the number of shares registered in your name as at the record date, i.e. 14th April 2023;
• the net cash dividend amount;
• the applicable Attribution Price;
The mathematics behind the calculation of the number of ‘new shares’ is as follows:
The result is then rounded up or down to the nearest whole fraction.
For example, if as a shareholder you hold 10,000 ordinary shares as at 14th April 2023 and the net cash dividend rate declared is 1.74 €cents per ordinary share, and then the Attribution Price set at 0.57 €cents per ordinary share, 305 new shares would be allocated to your existing shareholding.
• the number of shares registered in your name as at the record date, i.e. 14th April 2023;
• the net cash dividend amount;
• the applicable Attribution Price;
The mathematics behind the calculation of the number of ‘new shares’ is as follows:
Number of ordinary shares held as at the relevant dividend record date x the net cash dividend rate
÷ by the Attribution Price
The result is then rounded up or down to the nearest whole fraction.
For example, if as a shareholder you hold 10,000 ordinary shares as at 14th April 2023 and the net cash dividend rate declared is 1.74 €cents per ordinary share, and then the Attribution Price set at 0.57 €cents per ordinary share, 305 new shares would be allocated to your existing shareholding.
The Attribution Price for this scrip dividend has been calculated on the trade weighted average price (TWAP) of the Bank’s ordinary shares over the recent months and including a discount.
All shareholders appearing on the Shareholders’ Register as at the Record Date, i.e. 14th April 2023 are eligible for this scrip dividend.
The Bank is requesting shareholders to provide their written instructions to elect their preferred option in receiving the 2022 declared dividend, whether in ‘cash’ or ‘new shares’. If you are electing the ‘new shares’ option, you are to fill in and submit the Scrip Dividend Election Form included in the AGM Pack.
If you wish to receive dividends in ‘cash’, you need not to take any further action and should not complete or return a Scrip Dividend Election Form.
If you wish to receive dividends in ‘cash’, you need not to take any further action and should not complete or return a Scrip Dividend Election Form.
The Bank is unable to provide tax advice since there are tax considerations personal to each shareholder. You are therefore requested to contact your tax advisor in this regard.
The AGM pack, including all documentation can be found on the Company’s website, General Meetings - APS Bank. In case you have lost or misplaced your Proxy Form, you are kindly requested to reach us immediately in person, by visiting one of our branches, or contact us via email to investor.relations@apsbank.com.mt or by calling our contact centre on +356 21226644 – (Monday to Sunday including Public & Bank’s Holidays from 08;00 to 21:00hrs)
In such a scenario, any change you carry out in your shareholding after the 14th April 2023 shall be disregarded for the purpose of this AGM.
You can ask questions on the day of the Meeting, if you attend or appoint a proxy to attend in your stead. You may also ask questions related to the items on the Meeting Agenda in advance of the Meeting. These can be sent in writing to the Company Secretariat by hand or by postal mail to APS Centre, Tower Street, Birkirkara BKR 4012, Malta or by email to investor.relations@apsbank.com.mt. Questions are to be received by the Bank no later than Friday 12 May.
As communicated in the Circular to Shareholders, if you remain in doubt as to what voting actions to take, you are advised to consult an appropriate independent advisor. Please contact our Customer Support Centre on +365 21226644 (Monday to Sunday including Public & Bank’s Holidays from 08:00 to 21:00hrs) for further assistance on this.
If you attend in person, or appoint a proxy to attend in your stead, the Chairman will ask for a vote at the Meeting. The most common form of voting is by a show of hands, though a ballot may also be held.
If you are unable to attend, you may express your vote by submitting the pre-printed Proxy Form provided in your AGM pack. In such a case, you are required to fill and submit the Proxy Form with your voting preference in the supplied self-addressed envelope and send it by mail or by hand or via email as detailed in the ‘Notes’ Section provided with the Proxy Form (overleaf).
If you are unable to attend, you may express your vote by submitting the pre-printed Proxy Form provided in your AGM pack. In such a case, you are required to fill and submit the Proxy Form with your voting preference in the supplied self-addressed envelope and send it by mail or by hand or via email as detailed in the ‘Notes’ Section provided with the Proxy Form (overleaf).
You are to complete all details required on the Proxy Form. Your details and voting preference need to be completed in a clear and in a legible manner.
In the Proxy, you will provide:
(a) Your preference to appoint the Chairman of the Meeting, or another person, as proxy;
(b) You are to indicate whether you wish the Chairman / proxy to vote (i) as s/he wishes, or (ii) provide instructions, by marking the appropriate box indicated in the Proxy Form. In the event that no indication is made, it shall be deemed that you are authorising the Chairman (as proxy) to vote as he wishes;
(c) When voting for the resolution, you are to indicate your preference in the appropriate box either by inserting the number of shares (shares held) or by use of a cross (X) or mark (ü) under either ‘For’ or ‘Against’ or ‘Abstain’. The indicator will be interpreted that you are assigning all the votes accordingly. If more than one box is marked for the same resolution, the vote on that particular resolution will be invalid.
In the Proxy, you will provide:
(a) Your preference to appoint the Chairman of the Meeting, or another person, as proxy;
(b) You are to indicate whether you wish the Chairman / proxy to vote (i) as s/he wishes, or (ii) provide instructions, by marking the appropriate box indicated in the Proxy Form. In the event that no indication is made, it shall be deemed that you are authorising the Chairman (as proxy) to vote as he wishes;
(c) When voting for the resolution, you are to indicate your preference in the appropriate box either by inserting the number of shares (shares held) or by use of a cross (X) or mark (ü) under either ‘For’ or ‘Against’ or ‘Abstain’. The indicator will be interpreted that you are assigning all the votes accordingly. If more than one box is marked for the same resolution, the vote on that particular resolution will be invalid.
Yes, the number of votes can be split up in any proportion whatsoever, under ‘For’, ‘Against’ or ‘Abstain’ for any resolution. You may therefore, utilise all or part of the resolution being proposed. However, in no circumstances, may you use more votes than you are entitled to. If this occurs, then the vote on that particular resolution will be invalid.
In such cases, the person who had been nominated by the joint holders to be the registered holder of such shares, shall be entitled to attend and vote at the Meeting. In the event that joint holders failed to nominate such person, the first named joint holder on the register of Shareholders at MSE shall be entitled to attend and vote at the Meeting.
Completed Proxy Forms must reach the Company Secretariat whether by hand, by mail or electronically, not less than 24 hours before the appointed date and time of the Meeting (i.e. 1800 hours of Monday 15 May 2023).
If you would like to submit your Proxy Form by hand, you are kindly requested to do so directly to the APS Bank plc, Company Secretariat Office at APS Centre, Tower Street, Birkirkara or to your nearest APS Bank plc branch, using the self-addressed envelope provided in the AGM Pack.
Completed Proxy Forms are to be submitted to APS Bank plc, Company Secretariat Office at APS Centre, Tower Street, Birkirkara, using the self-addressed envelope provided in the EGM Pack. Please note that no stamp is required.
Yes, Proxy Forms may be submitted via email to APS Bank plc, Company Secretariat email address investor.relations@apsbank.com.mt. In the subject title of email, you are kindly requested to fill in your Full Name, ID Card and MSE Number.
For you to confirm that your Proxy Form is received and considered as valid, you will be receiving an acknowledgement email form the Company Secretariat office confirming such.
For you to confirm that your Proxy Form is received and considered as valid, you will be receiving an acknowledgement email form the Company Secretariat office confirming such.
In such case, you are requested to contact APS Bank plc Company Secretariat via email on investor.relations@apsbank.com.mt or APS Bank plc Customer Support Centre on +356 21226644 (Monday to Sunday including Public & Bank’s Holidays from 08:00 to 21:00hrs). We will be happy to continue to support you further with your queries.
In assessing the two options being given to you, ie whether to elect for cash or new shares, it is recommended that you consult with your investment and legal advisers to provide you with an independent advice that is suitable to you. The Bank makes no representations and gives no advice as to the suitability or otherwise for investors to opt for either of the options.
The questions and answers contained in this document are intended to anticipate the questions which investors would generally ask and to provide an answer to those questions without taking into account the personal or peculiar situations that individual investors may be facing. They are not and, are not intended to be, exhaustive, nor do they contemplate or anticipate all possible questions that may be asked by shareholders but are merely intended as an aid to provide assistance to shareholders to understand the nature of the scrip dividend as declared by the Bank. Nothing contained in this document should be considered as a substitute for personal advice whether to verify the legal position or the suitability of receiving additional shares instead of cash as a form of dividend.
Memorandum and Articles of Association
11 July 2022