The NDSF Board of Governors would like to issue the following statement.
During the Extraordinary General Meeting of the Lombard Bank Malta p.l.c. (C1607) (the “Bank”) held on 10 November 2022 (the “EGM”) the following resolutions were proposed and voted uponby the Fund, namely:
1. Re-denomination of nominal value of share capital;
2. Increase in authorised share capital;
3. Amendments to the memorandum and articles of association; and,
4. The authority for directors to issue new shares
The National Development and Social Fund (“NDSF” or the “Fund”) which holds 49.01% of the issued share capital in the Bank has participated and voted at the aforementioned EGM.
NDSF has voted in favour of the first three resolutions but has voted against the fourth. While the NDSF Board of Governors does not have the obligation to disclose the reasons for voting in this manner, nonetheless it has chosen for the sake of transparency, to explain the reasoning behind its decision.
First and foremost, the Fund wishes to make it clear that as a matter of principle, it is in favour of the Bank strengthening its capital base, Indeed, NDSF voted in favour of resolution one and two, both such resolutions presumably proposed in anticipation of and to facilitate the eventual increase in its capital base.
The affirmative vote in respect of resolution three was then a natural consequence of voting in
favour of resolutions one and two.
Whilst reiterating that NDSF is in favour of the Bank strengthening its capital base, the NDSF Board however believes that any issuance and allotment of shares in the Bank should be accompanied by:
i. A presentation to the Bank’s shareholders, including the reasons for, and the terms and conditions of the issue and allotment; and, subsequently,
ii. The approval of the general meeting on the basis thereof. The NDSF believes that the Bank’s board of directors should not have the authorisation to issue and allot shares in the Bank up to the authorised share capital of the Bank with such rights, restrictions and terms and conditions as the board of directors, in their absolute discretion, deem fit.
Finally, the NDSF’s vote should be interpreted as a vote in the interest of all the Bank’s shareholders and as a prudent measure taken to ensure that the correct level of transparency and shareholder participation is observed, and the rights of the Bank’s shareholders maintained. The NDSF looks forward to participating in any future discussions with the Bank, other shareholders and all concerned parties relating to measures that need be taken to strengthen the Bank’s capital base.