FREQUENTLY ASKED QUESTIONS
AGM and Scrip Dividend
• 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.
• 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.
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.
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.
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 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 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.
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 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).
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.
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 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