MARFIN POPULAR BANK PUBLIC CO LTD

Transcription

1 MARFIN POPULAR BANK PUBLIC CO LTD ANNOUNCEMENT Marfin Popular Bank Public Co Ltd announces that an Extraordinary General Meeting will be held at Marfin Laiki Sporting Club, Nicosia on 28 September We hereby attach the relevant notice, which will be send to the shareholders and which includes the Resolutions to be presented at the Extraordinary General Meeting and relevant explanatory note for each Resolution. MARFIN POPULAR BANK PUBLIC CO LTD Stelios Hadjiosif Secretary Nicosia, 18 August 2011 NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of the shareholders of MARFIN POPULAR BANK PUBLIC CO LTD (the Company ) will be held at Marfin Laiki Sporting Club (135, Demetris Stavrou Street, P.S. 2224, Yeri) at Nicosia on Wednesday 28 September 2011 at 4:00 p.m., to consider and if thought fit, pass the following Ordinary Resolutions as they are proposed or with such amendments as the Extraordinary General Meeting will approve and consider and if thought fit, pass the following Special Resolutions as they are proposed: AGENDA 1. Ordinary Resolution 1 That: a) The nominal value of share of the Company is amended and increased from 0,85 each to 1,70 each or to any nominal value as the General Meeting might decide.

2 b) The nominal (authorized) share capital of the Company of divided into shares of nominal value 0,85 each, is modified and divided into shares of nominal value 1,70 each or into any other number of shares of such nominal value as the General Meeting might decide. c) The issued share capital of the Company, as it will be formed at the time of taking the present decision, divided into shares of nominal value 0,85 each, is modified and divided into shares of nominal value 1,70 each or into any other number of shares of such nominal value as the General Meeting might decide. d) The Board of Directors is authorized to settle and/or handle any share fractions that may arise or any relevant matter in relation to the above mentioned conversion of the share capital of the Company. Explanation: With the above Ordinary Resolution 1 the approval of the General Meeting is requested for the reverse split of the shares of the Company, i.e. the replacement of every two (2) shares of the Company of nominal value 0,85 each with one (1) new share of nominal value 1,70, or into any other number of shares of such nominal value as the General Meeting might decide, i.e. of a total nominal value of each new share equal to the nominal value of the shares which is replaces. All shares of the Company, both before and after the reverse split, are ordinary shares and each one of them corresponds to one vote and maintains all the existing rights. At the same time, the authorization of the Board of Directors for settling the fractions arising from the above reverse split is also proposed. 2. Special Resolution 1 That the Board of Directors be authorized and is hereby authorized to proceed with the issue and allotment of new Capital Securities up to the amount of ,00 in replacement of previous issues of Capital Securities of the Company issued in 2008, 2009 and 2010, with a minimum conversion price equal to the nominal value of each share and with any other issue terms it may decide, which will not be firstly offered to the shareholders of the Company but to be disposed to the holders of existing Capital Securities issued by the Company. That the Board of Directors be authorized and is hereby authorized to proceed with the issue and allotment of the required number of shares in the framework of the mandatory conversion of the new Capital Securities into ordinary shares of the Company which is activated under certain conditions which will be defined in the issue terms of the new Capital Securities, without these shares be firstly offered to the shareholders of the Company in accordance with the Articles of Association of the Bank and the relevant legislation, but to be allotted to the holders of these Capital Securities. Explanation: With the above Special Resolution 1 the approval of the issue of Capital Securities, which are Basel III compliant Tier I Capital, in replacement of the existing Capital Securities (issues of 2008, 2009 and 2010) totaling 738m which will be offered to their holders, is proposed. The approval of the General Meeting for the authorization of the Board of Directors for the issue and allotment of the required number of shares in the framework of the mandatory conversion of the new Capital Securities into ordinary shares which is activated under certain conditions, which will be allotted to the holders of the new Capital Securities, is also proposed. 3. Ordinary Resolution 2

3 That the authorized share capital of the Company is increased from divided into ordinary shares of nominal value 1,70 each, or into any number of shares of such nominal value as it will be decided by the present General Meeting, to divided into ordinary shares of nominal value 1,70 each, or into any other number of shares which results on the basis of the nominal value per share as will be decided by the present General Meeting, by the creation of new ordinary shares of nominal value 1,70 each, or any other number of shares of such nominal value as the General Meeting might decide, which will have the same rights as the existing ordinary shares of the Company. Explanation: Following the decisions of the General Meetings of the Shareholders of the Company which were held on , , and , with the above Ordinary Resolution 2 the increase of the nominal share capital of the Company to Euros is proposed, in order to cover the total needs of the Company for the issue of new shares in accordance with the current legislation and in particular: (a) in the event of exercise of Share Options in the framework of the terms of the Share Options Scheme as in force from time to time, (b) in the event that the Alternative Satisfaction Mechanism of Interest Not Paid is activated in the framework of the terms of the Capital Securities of the Company Issues 2009 and 2010, (c) in the event of conversion of the Convertible Enhanced Capital Securities (CECS), issued in accordance with the relevant decision of the Board of Directors and announcements of the Company and were listed on the Cyprus Stock Exchange and Athens Exchange on , and (d) in the event of mandatory conversion of the Capital Securities to be issued by the Board of Directors, according to relevant announcement of the Company dated , into common shares, which is activated under certain conditions. 4. Special Resolution 2: That Regulation 84 of the Articles of Association of the Company be replaced as follows: 84. The Board of Directors may from time to time and at any time by its resolution appoint any Company, firm, physical person or body of persons, whether nominated directly or indirectly by the Directors, to be the representative (or representatives) or attorney (or attorneys) of the Company for such purposes and with such powers, authorities, limits, restrictions and discretions (not exceeding those vested in or exercisable by the Directors under these Regulations) and for such period and subject to such conditions as they may think fit; and any such resolution may contain such provisions for the protection or convenience of third persons dealing with any such representative or attorney as the Board of Directors may think fit and may also authorise by power of attorney any such representative or attorney to delegate all or any of the powers, authorities and discretions vested in him. Without prejudice of the generality of the above, in case that, according to Greek legislation, the Company is required to appear in person before a Court, Prosecution Authority or any other Judicial Authority (even conducting a preliminary examination or pre inquisition or interrogation) within Greek territory, indicatively in case of signing, filing, oath giving with regard to a complaint or indictment, waiver of the right to file an indictment and recall of an indictment, as well as in case of appearance as civil plaintiff before the criminal courts during preliminary proceedings and hearings and waiver thereof, and also in case of filing of remedies against criminal decisions and decrees and waiver thereof, and in all cases requiring the personal appearance before a Court, Prosecution Authority or any other Judicial Authority

4 (within Greek territory), the Bank is duly represented by the Chairman of the Board of Directors, the Chief Executive Officer, the Deputy Chief Executive Officers, the responsible and legal representative of the Greek Branch of the Company, as well as other persons appointed by a resolution of the Board of Directors, acting severally and without co action of the others and being entitled to delegate all or part of the above powers to Directors, employees of the Company or third persons. Explanation: With the above Special Resolution 2, the amendment of the Articles of Association of the Company is proposed in order that matters of general and special representation of the Company are settled as well as substitutes be appointed for the representation of the Company (and its Greek Branch) before any Court, Prosecutor or other Judicial Authority within Greek territory with regard to penal procedures, according to Greek legislation. By order of the Board of Directors Stelios Hadjiosif Secretary Nicosia,

5 Notes: 1. RECORD DATE The record date for participation at the Extraordinary General Meeting of September 28, 2011 is set to be Monday 26 th September Only Members registered at the record date in the Central Depository / Registry of the Cyprus Stock Exchange and the Dematerialised Securities System of Hellenic Exchanges S.A. may exercise the right to participate and vote at the General Meeting and any change in the recording in the register after the record date will not be counted in determining the right of any person to attend and vote at the Meeting. The Member s right to participate in the General Meeting and vote for the shares held is not subject to the condition that the shares are deposited with, or transferred to, another person or registered in the name of another person before the General Meeting. The Member is free to sell or otherwise transfer shares of the Company at any time between the record date and the date of the General Meeting to which it applies. At the General Meeting, evidence of the shareholder s status may be established with the presentation of the Identity Card or other certificate of recognition, based on which the Company can make possible the identification with the Shareholders Registry. 2. MEMBERS RIGHTS (a) Right of placement of proposed resolution Member or Members have the right until Friday, May 27, 2011, to submit a proposed resolution as a subject of the Agenda of the General Meeting, through electronic (at the electronic address kliakou@marfinbank.com) or postal means at the registered address of the Company (154 Limassol Avenue, P.S. 2025, Nicosia), provided that they own at least 5% of the issued share capital which represents at least 5% of the total voting rights of all the members which have the right to vote at the general meeting to which the application for the inclusion of the subject relates. (b) Right of submission of questions Subject to any measures the Company may take in order to safeguard the identity of the Member and in accordance with the provisions of subsection (2) of article 128C of the Companies Law Cap. 113 (the Law ), any Member has the right to submit questions relating to the subjects of the agenda of the general meeting, during the discussion at the general meeting of the item, which the questions relate and obtain answers to these questions. The Company may provide a general answer to questions with the same content. (c) Right of voting A Member which attends either in person or through a proxy and has the right of more than one vote does not need, if he does vote, to use all the votes or cast all the votes he will use in the same way. 3. RIGHT TO APPOINT PROXY Any Member entitled to attend, speak, ask questions and vote at a general meeting is entitled to appoint another person, either a Member, or not, as his proxy, or where permitted by the Law, one or more proxies to attend, speak, ask questions and vote in his place. The appointed proxy may be an individual or legal person and will act according to the instructions given by the Member appointing him. For the purpose of the Extraordinary General Meeting of September 28, 2011, the Company has made available on its website, / Latest News / General Meeting 28 September 2011, instrument of proxy. The proxy is appointed by written notice to the Company (to its registered address 154

6 Limassol Avenue, P.S Nicosia), or through electronic means by sending to fax: or by electronic transmission (e mail) to the e mail address kliakou@marfinbank.com, at least 48 hours before the date of the General Meeting. The Member is requested to ensure the confirmation of a successful transmission of the instrument of proxy and its receipt by the Company by calling the phone number: AVAILABLE DOCUMENTS AND INFORMATION The full and complete text of the proposed resolutions and any documents referred to in paragraphs (c) and (d) of subsection (4) of Article 127A of the Law may be received from the registered office of the Company (154 Limassol Avenue, P.S. 2025, Nicosia) in accordance with the current legislation without any charge. Moreover, the information referred to in subsection (4) of Article 127A of the Law will be available on the Company s website in accordance with the current legislation.