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HSBC Bank Malta Plc

Pre-Annual General Meeting Information Apr 25, 2025

2049_rns_2025-04-25_14587f1b-8116-4fb4-920d-1466de1191d1.pdf

Pre-Annual General Meeting Information

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25 April 2025

COMPANY ANNOUNCEMENT

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

Quote:

Reference is made to Company Announcement HSBC451 issued on 04 February 2025 by HSBC Bank Malta p.l.c. ('the Bank') informing Shareholders about the 49 th Annual General Meeting ("AGM") to be held on Tuesday 13 May 2025 at the Mediterranean Conference Centre, Old Hospital Street, Valletta.

The AGM commences at 10.00 a.m. Registration and admission will start at 9.00 a.m.

Annual General Meeting Agenda

The following resolutions will be presented for the shareholders' consideration at the Bank's AGM:

Ordinary Resolutions - Ordinary Business

1. Annual Report and Accounts

To receive and approve the Annual Report and Accounts for the year ended 31 December 2024 and the Directors' and Auditors' Reports thereon.

2. Dividend

To approve a final gross dividend of 12.0 euro cent (€0.12) per share, representing a final gross payment of €43,236,731.88 as recommended by the Directors.

3. Appointment of the Auditors

To re-appoint PricewaterhouseCoopers as Auditors and to authorise the Board of Directors to fix their remuneration.

Ordinary Resolution – Special Business

4. Directors' Emoluments

To confirm the maximum annual aggregate emoluments of Directors at €480,000 as approved at the last AGM.

Ordinary Resolution – Special Business (Advisory Vote)*

5. The Directors' Remuneration Report

To note and approve the Directors' Remuneration Report in terms of Chapter 12 of the Capital Markets Rules as set out in the Annual Report and Accounts for the financial year 2024.

HSBC Bank Malta p.l.c.

* An advisory vote is a non-binding vote which allows shareholders to express their opinion regarding the resolution.

This Company Announcement is issued by HSBC Bank Malta p.l.c. Company Secretary Tel: (+356) 2380 2380

Appointment of Directors

To appoint and elect Directors.

The Board of Directors shall consist of not more than nine (9) directors. In terms of clause 7 of the Memorandum of Association and Article 77 of the Articles of Association:

(a) Six (6) Directors have been appointed / re-appointed by HSBC Continental Europe, being the qualifying Shareholder, utilising 66% of its ordinary issued share capital.

(b) Three (3) Directors, Alexiei Dingli, Elvia George and Maria Micallef have been nominated by a shareholder for re-election.

(c) All proposed directors were assessed and deemed by the Bank's Remuneration and Nomination Committee to be fit and proper to fulfill their directorship duties. Regulatory approvals for eight (8) Directors have been received. The appointment of the new Director as proposed by HSBC Continental Europe is subject to regulatory approval, and said appointment is effective upon receipt of such regulatory approval.

(d) Since there are as many nominations as there are vacancies, no voting for Directors will take place at this year's AGM. Therefore, such nominees will be elected automatically.

A copy of the Notice of the 2025 AGM, Annual Report and Accounts, other documents and information about the AGM are available on the bank's website:

https://www.about.hsbc.com.mt/investor-relations/annual-general-meetings

The Official Annual Report and Accounts in European Single Electronic Format ("ESEF") for the financial year ended 31 December 2024, are available on our Company Announcement HSBC454 dated 19 February 2025 and may be accessed from our website Company Announcements link - https://www.about.hsbc.com.mt/investorrelations.

Dr Paula Mamo LL.D. Company Secretary

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