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GUEST POST: BOV AGM – Dividends Can Wait; Issue Of Shares By Way Of Directors’ Remuneration Cannot

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Bank of Valletta is holding its 46th annual general meeting on 26th November 2020.  Unlike any of the previous AGMs, this time shareholders will not be served sandwiches and pastizzi.  This is because the AGM is being held remotely in view of the COVID pandemic.  Attendance, participation and voting can take place from the comfort of shareholders’ home, where the usual attendees can have tea and pastizzi free of worries of lack of social distancing whilst they connect on Zoom to the AGM.

What is interesting though is that apart from the ordinary business associated with an AGM, in particular, the consideration of the Financial Statements and the declaration of dividends – which this time will again not be paid  – there will also be Special Business.  This refers to a Special Resolution relating to the approval of a “Remuneration Policy for Directors” whereby the Board of Directors would be authorised to issue up to 15 million shares for the purpose of a Variable Remuneration Share Plan, equivalent to 2.5% of the Bank’s current issued share capital. 

The Variable Remuneration Share Plan is intended to remunerate, over time, the Bank’s Executive Directors, senior executives and eligible bank employees. The full version of the Policy has not been circulated to shareholders but shareholders have been told that they may, of course, visit the Bank’s registered office in order to inspect same or to download same from the bank’s website.  The usual AGM pensioner attendees can, of course, have their say at the AGM if they connect via video and audio conferencing. 

This comes at a time when shareholders have not been paid an interim and final dividend for two years running, the result of the Bank’s Falcon Funds settlement and provisions in connection with litigation in Italy connected with the Dieulemar Trust, and also courtesy of ECB Directives relating to the deferral of dividends post-COVID.  It also occurs at a time when the share price which in the Rights Issue of December 2017 was €1.43, has now dwindled to €0.85 per share, a fall of 40%. 

Dividends can wait, but the approval of this Special Resolution relating to Directors and Executives Remuneration could not wait.  When will such a good opportunity for such resolution to pass without any vocal resistance present itself again?

In a reply, BOV said:

“The rationale behind the resolutions referred to in your below email, have been explained in the Circular Shareholders which was sent by mail to all BOV shareholders.  Moreover, all AGM related documentation have  been made available on the Bank’s website on https://www.bov.com/content/annual-general-meeting-2020

“In view that this year due to the COVID pandemic situation,  the Bank’s AGM shall be held remotely, shareholders were invited to submit their queries to the Bank before the AGM.    Shareholders’ queries will be addressed during the AGM, which shall also be streamed live.”

“The issues raised will also be discussed during the AGM as part of the AGM proceedings.”

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