The following is a Company Announcement issued by FIMBank p.l.c. ("FIMBank" or the "Bank") pursuant to
the Malta Financial Services Authority Capital Markets Rules 5.16 et seq., in accordance with the provisions of the Financial Markets Act (Chapter 345 of the Laws of Malta) as may be amended from time to time.
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FIMBank announces that its Annual General Meeting is being convened at Hilton Malta, Portomaso Suite, St. Julian's, Malta on Thursday, 4 May 2023 at 6.00 p.m., to consider and, if deemed fit, approve the following Resolutions:
ORDINARY RESOLUTIONS
Accounts
That the Audited Accounts for the Financial Year Ended 31 December 2022, together with the Report of the Directors, the Corporate Governance Statement and the Report of the Auditors thereon, be received and approved.
Auditors
That the appointment of Ernst & Young Limited, Registered Auditors, as auditors be approved, and that the Board of Directors be hereby authorised to fix their remuneration.
Maximum Aggregate Emoluments of Directors (2023)
That the maximum aggregate emoluments of the Directors for the Financial Year Ending 31 December 2023 be fixed at USD 450,000 (2022: USD 450,000).
Election of Directors
That the persons listed below, all being eligible, have signified their willingness to be appointed as Directors. All of the following nominees will be automatically elected Directors of the Company, subject to any applicable regulatory approvals:
John C. Grech
Masaud M. J. Hayat
Rabih Soukarieh
Hussain Abdul Aziz Lalani
Edmond Brincat
Claire Imam Thompson
Erich Schumacher
Mohamed Louhab
Sunny Bhatia
SPECIAL BUSINESS - ORDINARY RESOLUTION
5. Remuneration Report for the year ended 31 December 2022 - Advisory Vote
That the Remuneration Report for the year ended 31 December 2022 in terms of Chapter 12 of the Capital Markets Rules be and is hereby approved.
SPECIAL BUSINESS - EXTRAORDINARY RESOLUTION
6. Amendments to the Memorandum and Articles of Association Purpose
The Board of Directors is proposing to amend the Memorandum and Articles of Association of the Company. Most of the proposed amendments serve to update the Memorandum and Articles of Association in order to incorporate certain regulatory changes and requirements which have come about over the past few years. The Board of Directors is also proposing to amend the Memorandum of Association in order to decrease the maximum number of Directors from eleven directors down to nine directors. A draft of the full set of proposed changes to the Memorandum and Articles of Association of the Company together with an explanation thereof are contained in the Circular accompanying this Notice.
Proposal
That, the Memorandum and Articles of Association of the Company be deleted in their entirety and replaced and substituted with the Memorandum and Articles of Association provided to Members by virtue of the link https://www.fimbank.com/en/documentation-2023under the Investor Relations section and that any one director and/or the company secretary, acting singly, be and hereby is, authorised to: (i) issue a certified extract of these resolutions, (ii) sign and file the updated Memorandum and Articles of Association of the Company on the Company's behalf with the Malta Business Registry, and (iii) do all things as may be necessary to give effect to these resolutions.
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Andrea Batelli
Company Secretary
13 April 2023
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FIMBank plc published this content on 13 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2023 09:34:04 UTC.
FIMBank p.l.c. (the Bank) is a Malta-based company, which provides international trade finance and to act as an intermediary to other financial institutions for international settlements, real estate financing, factoring and loan syndications. Its segments include Trade Finance, Forfaiting, Factoring, Real Estate and Treasury. The Trade Finance segment provides transactional and structured short-term financing to trading companies. The Forfaiting segment is the discounting of trade receivables on a without-recourse basis. The Factoring segment is a package of services designed to secure customers debt collection. All companies with a stable portfolio offering credit terms up to 180 days to corporate buyers can make use of factoring services. The Real estate segment provides financing solutions to established developers for the acquisition and development of property at competitive terms and pricing. The Treasury segment offers a comprehensive range of international banking services.
FIMBANK P.L.C. 
