On 10 November 2022, Lombard Bank Malta plc announced that during an Extraordinary General Meeting, shareholders approved a number of Extraordinary Resolutions related to the redenomination of the Bank’s shares, the increase in the authorised share capital, as well as the replacement of the Bank’s Memorandum and Articles of Association. On the other hand, the Ordinary Resolution related to the proposed authority to be given to the Board of Directors for the issuance of new ordinary shares for up to 5 years was not approved.
In a separate press release, the National Development and Social Fund (“NDSF”) – which holds a 49.01% equity stake in Lombard – explained that whilst it supported the extraordinary resolutions, it did not vote in favour of the Ordinary Resolution. The NDSF noted that although it is in favour of the Bank strengthening its capital base, it believes that any issuance and allotment of new shares 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 (ii) the approval of the general meeting. The NDSF also added that its vote should be interpreted as a vote in the interest of all the Bank’s shareholders for the correct level of transparency and shareholder participation to be observed, and that it 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 Lombard’s capital base.