General Meetings

General Meetings

Extraordinary General Meeting

19 October 2022 - 11:00 am

FREQUENTLY ASKED QUESTIONS

Extraordinary General Meeting

An Extraordinary General Meeting, also known as an EGM, in short, is a meeting, other than an Annual General 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 year’s Annual General Meeting for APS Bank plc has already been held, at a time when the Bank was as yet not listed.
This EGM will be convened on 19 October at 11:00. The meeting is being held remotely.
On 28t July 2022, the Board issued a Company Announcement (APSB30) whereby it informed the market that following the approval of the Bank’s interim financial statements (that is from 1 January 2022 to 30 June 2022) an interim dividend in the form of shares is being declared to shareholders.  So as to be able to offer these shares, a capitalisation of profits and an increase in the pot of the Bank’s issued share capital is required. These require shareholder approval., As a result, at this EGM you are being presented with an Ordinary Resolution for the capitalisation of €1,800,000 of the Bank’s profits for the purpose of allotting 7,210,000 new, fully paid up, ordinary shares.
The new shares will be issued and allotted to you since you  appear on the register of members maintained by the Central Securities Depository of the Malta Stock Exchange as at the Record Date, ie 19 September 2022 – referring to the  trading session of 15 September, 2022.
Once the resolution is approved by the shareholders, a net total dividend of €1.8 million will be issued. This is worked out on a 35% tax rate applied by the Bank. The dividend equates to 1/2 cent per ordinary share (359.7 million ordinary shares in issue). Simply put, for every 50 shares a shareholder has, s/he will receive another share. The new shares will be allotted at the nominal value of €0.25c/ordinary share.
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 documentation received relates to the remote EGM which will be held on 19 October 2022 at 11:00.  The pack includes:
  • A Covering Letter, in English and Maltese which provides the background to this Meeting.
  • The Notice of Extraordinary General Meeting, which details the Agenda of the Meeting, its date and location. The ‘Notes’ section overleaf provides further information on, how to vote, ask questions and complete the Proxy Form.
  • A Circular to Shareholders, which provides an explanation of the resolution being proposed at the Meeting.
  • A Proxy Form, whereby you are being requested to appoint the Chairman as your proxy and submit your voting preference.
Since this is a brief meeting considering only one resolution, the meeting is being held remotely, and therefore no physical attendance will be permitted on the day. You are however invited to attend the Meeting virtually, by registering for the event’s livestream on the Bank’s website (EGM Livestream Registration). To complete your registration, you are kindly required to input your Name, Surname, ID Card Number/Company Registration Number, MSE Register Number and your email address.  Subsequently, a ZOOM invite will be sent to your inbox containing a link to enable you follow the Meeting on the day.
Yes. You can forward the ZOOM link provided in a scenario that shareholders may not register independently via the provided link.
The EGM pack, including all documentation can be found on the Company’s website, Investor Relations | APS Bank Malta [General Meetings EGM].  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) 2122 6644  – (Monday to Sunday from 08:00 to 21:00)
In such a scenario, any change you carry out in your shareholding after the 19 September 2022 shall be disregarded for the purpose of this EGM.
Since the EGM is a remote meeting, then you cannot ask questions on the day. You will be able to ask questions related to the item 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 48 hours prior the Meeting (i.e. 11:00 of the 17 October, 2022).
The Bank will reply directly to any pertinent clarifications you have relating to the Meeting. However, the Bank will provide an answer to general questions within 48 hours from the termination of the Meeting. Questions and answers will be published on the Bank’s website.
As communicated in the Circular to Shareholders, if you remain in doubt as to what voting action to take, you are advised to consult an appropriate independent advisor. Please contact our Contact Centre on (+365) 2122 6644 (Monday to Sunday, 08:00 to 21:00) for further assistance on this.
You may only express your vote by submitting the pre-printed Proxy Form provided in your EGM pack.  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 of the Notice of the Extraordinary General Meeting.
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:
  1. Your preference to appoint the Chairman of the Meeting as proxy;
  2. You are to indicate whether you wish the Chairman (as proxy) to vote (i) as 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;
  3. 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 eith ‘For’ or ‘Against’ or ‘Abstain’. The indicator will be interpreted that your 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.  18 October 2022 at 11:00).
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 EGM 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.
You can follow the EGM with any device that has a working internet connection. Please make sure you have installed the latest version of your internet browser (Chrome, Firefox, Internet Explorer 11 and 10, Edge and Safari).
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 Contact Centre on (+356) 2122 6644 (Monday to Sunday,08:00 to 21:00hrs).  We will be happy to continue to support you further with your queries.

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