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Bank of Valletta plc

Pre-Annual General Meeting Information May 4, 2023

2043_rns_2023-05-04_c0614348-c70d-4522-ae26-54a23a10d6c4.pdf

Pre-Annual General Meeting Information

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BOV/453

COMPANY ANNOUNCEMENT

The following is a Company Announcement issued by Bank of Valletta p.l.c. pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority:

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Annual General Meeting – Agenda

The following resolutions are being presented for consideration at the 49th Annual General Meeting of Bank of Valletta p.l.c. (the Company), which is scheduled to be held at the Grand Master Suite, Conference Centre, Hilton Malta, St. Julian's on Thursday 25 May 2023 at 10.00 hours:

Ordinary Resolutions

Resolution 1 – Annual Report and Accounts

That the Profit and Loss Account and Balance Sheet for the financial year from 1 January 2022 to 31 December 2022, and the Directors' and Auditors' Reports thereon, be hereby received and approved.

Resolution 2 – Auditors (Appointment and Remuneration)

That the re-appointment of KPMG Malta, as auditors, be hereby approved, and that the Board of Directors be hereby authorised to fix their remuneration.

Ordinary Resolution Special Business

Resolution 3 – Directors' Remuneration Report (Advisory Vote)

That the Directors' Remuneration Report in terms of Chapter 12 of the Capital Markets Rules as set out in the Bank's Annual Report for the financial year 2022 be hereby noted and approved.

Appointment of Directors

Director Antonio Piras was appointed as Non-Executive Director of the Bank by UniCredit S.p.A, as one of the Qualifying Shareholders of the Bank. In view that Antonio Piras has decided not to seek re-appointment as Non-Executive Director during the forthcoming AGM, UniCredit S.p.A exercised their right to appoint a Non-Executive Director of the Bank and in this respect have nominated Nicola Angeli for the role of Non-Executive Director on the Board. Mr Angeli was deemed by the Bank's Nominations and Remuneration Committee to be fit and proper to act as Non-Executive Director of the Bank. Mr Nicola Angeli will be automatically appointed as Non-Executive Director at the forthcoming Annual General Meeting. The appointment of Mr Angeli will be subject to regulatory approval and his appointment will become effective from date of such approval.

One vacancy for Non-Executive Director will arise during the forthcoming Annual General Meeting. Following a call for nominations, pursuant to Article 25 of the Company's Articles of Association, the Bank received one valid nomination for the appointment of Director. The nominee, namely Robert Suban was deemed by the Bank's Nominations and Remuneration Committee to be fit and proper to act as Non-Executive Director of the Bank. In view that there was one nominee for the one vacancy available, no election shall take place. Dr Robert Suban will be automatically appointed as Non-Executive Director at the forthcoming Annual General Meeting. The appointment of Dr Suban will be subject to regulatory approval and his appointment will become effective from date of such approval.

Record Date

Shareholders on the Company's Register at the Central Securities Depository of the Malta Stock Exchange (MSE) as at close of business of 25 April 2023 (the record date), will receive the Notice of the AGM as well as the relative Form of Proxy.

Shareholders on the Company's Register at the Central Securities Depository of the MSE as at the record date have the right to participate and vote in the AGM by personally attending the Meeting or by appointing a person to attend and vote at the AGM in his/her stead (a proxy).

Annual Report and Financial Statements for Financial Year ended 31 December 2022

The Bank of Valletta p.l.c. Official Annual Report and Financial Statements for the year ended 31 December 2022 in ESEF format have been uploaded on the Bank's website www.bov.com and will remain available for viewing on the following link:

https://www.bov.com/results2022/529900RWC8ZYB066JF16-2022-12-31-en-InlineViewer.xhtml

A copy of the Notice, Form of Proxy and other documention concerning the AGM are also available on the Bank's website:

https://www.bov.com/content/annual-general-meeting-2023

The Annual Report and Financial Statements for the year ended 31 December 2022 can also be viewed at the registered office of the Company at 58, Zachary Street, Valletta.

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Dr. Ruth Spiteri Longhurst B.A., LL.D. Company Secretary

4 May 2023

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