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FIMBank Plc

AGM Information May 11, 2012

2063_rns_2012-05-10_6cc6f112-3573-4d6f-91af-590b1063c3ba.pdf

AGM Information

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COMPANY ANNOUNCEMENT

The following is a Company Announcement issued by FIMBank p.l.c. (or the "Company") pursuant to Malta Financial Services Authority Listing Rules 5.16 et seq.

Quote

The Annual General Meeting of the Company was held at the Hilton, St Julian's Malta on Thursday 10 May 2012. The Members were referred to the agenda of the Meeting as contained in the Notice to Members dated 10 April 2012, as well as other documentation mailed out to them which may be viewed at: http://www.fimbank.com/agm\_documentation\_2012?l=1

As the Meeting was about to proceed to business, the Members were informed that the Board of Directors was proposing to withdraw Resolutions 9 and 10 from the Agenda. The Members were also informed that Mr Francis J. Vassallo was withdrawing his candidature to contest the election of Directors under Resolution 6.II.

The Members then proceeded to vote for and approve the following Resolutions, all of which were carried and approved by show of hands, namely the:

ORDINARY RESOLUTIONS

    1. Audited Accounts for the Financial Year Ended 31 December 2011, together with the Report of the Directors and the Report of the Auditors thereon.
    1. Recommendation to pay a Net Dividend of USD 2,738,034 (i.e. US cents 2.003884 per ordinary share).
    1. Payment of the above Net Dividend either in cash or by the issue and allotment of new ordinary shares, at each Member's option, at an Attribution Price of USD 0.842.
    1. Appointment of KPMG Registered Auditors as auditors, and the authority to the Board of Directors to fix their remuneration.
    1. Maximum aggregate emoluments of the Directors for the financial year ending 31 December 2012 be fixed at USD 350,000 (2011: USD 350,000).
  • 6.I. "Procedures Governing the Election of Directors" in the form as presented to the Members.

SPECIAL BUSINESS – ORDINARY RESOLUTIONS

  • 7. Consent of Members for the disclosure of unpublished price-sensitive information.
    1. 1 for 25 Bonus Share issue by the capitalisation of the share premium account.

SPECIAL BUSINESS - EXTRAORDINARY RESOLUTIONS

  • 11.Authority to the Company to acquire its own Equity Securities within the terms and conditions of the Resolution as presented.
    1. Amendment of the Memorandum of Association of the Company.

Accordingly, the Members present unanimously approved the withdrawal of Ordinary Resolution 9, requesting authority to the Directors to issue equity securities, and Extraordinary Resolution 10, requesting authority to the Directors to restrict or withdraw statutory preemption rights.

The Members then proceeded to take a poll on Resolution 6.II for the Election of Directors in terms of Article 95 of the Company's Articles of Association. The following were elected Directors (in alphabetical order of surname):

Fouad M. T. Alghanim Hamad M. B. M. Al-Sayer Faisal Y. Al-Awadi John D. Freeman John C. Grech Tarik Kaoukji John W. Kiefer Margrith Lütschg-Emmenegger Mehdi R. Malaki Mohammed I. H. Marafie Islam Zughayer

subject to any pending regulatory approvals being duly forthcoming.

In terms of the requirements of Listing Rules 12.40 to 12.42, the results of the votes by show of hands and by poll for the above Resolutions will be published on the Company's website in the coming days at www.fimbank.com. The Audited Financial Statements of the Company are meanwhile available to the public and may also be viewed at http://www.fimbank.com/financial-information?l=1.

M Cassar Company Secretary

11 May 2012

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