Marfin: AGM and EGM decisions – Dividend of €0.15 – BoD – Withdrawal of resolutions – Capital increase – Briefing for merger with MEB
20/5/2009 11:06
"MARFIN POPULAR BANK PUBLIC CO LTD" (the "Bank") announces that on 19.05.2009 the Annual General Meeting was held with the participation, in person of by proxy, of shareholders representing 44,55% of the Bank's share capital. During the Meeting concerned, discussion took place and decisions were taken on all the matters on the agenda, as follows:
1. The Report of the Directors and the Auditors were considered and unanimously approved, as well as the Financial Statements of the Bank for the year ended 31 December 2008.
2. Approval was granted, on the basis of 99,99% of the share capital represented, for distribution of a dividend for the 2008 year of Euro 0,15 per share. At the same time the Board of Directors of the Bank was authorised to determine the ex-dividend date, the date and procedure for payment of the dividend to beneficiaries, taking into account the Financial Calendar announced to investors. According to the above Calendar, beneficiaries for the dividend will be those holding shares at the end of the trading session of the Athens Stock Exchange and the Cyprus Stock Exchange on 25.05.2009, the ex-dividend date will be 26.05.2009, the record date will be 28.05.2009 and the start date for payment of the dividend will be 12.06.2009. Shareholders have already been granted the right of re-investment of part or all of the dividend into shares of the Bank. The re-investment price will be 10% lower than the average closing price of the Bank's share on the Cyprus Stock Exchange and Athens Stock Exchange for the period 26.05.2009 - 01.06.2009 (first 5 days during which the share of the Bank shall be quoted ex-dividend).
3. The Annual General Meeting was informed that Mr Sayanta Basu and Mr Nicholas Wrigley have submitted their resignation as from the date of the Annual General Meeting.
Approval was then granted, on the basis of 99,97% of the share capital represented, for the election of a new Board of Directors, made up of Soud Ba'alawy, Neoclis Lysandrou, Andreas Vgenopoulos, Efthimios Bouloutas, Christos Stylianides, Panayiotis Kounnis, Eleftherios Hiliadakis, Platon Lanitis, Constantinos Mylonas, Vasilios Theocharakis, Stylianos Stylianou, Markos Foros, Moustafa Farid Moustafa and Josefh Kamal Eskandar.
4. Approval was granted, on the basis of 99,97% of the share capital represented, for an annual fee of Euro 20.000 for the Non Executive Members of the Board of Directors and Euro 10.000 for the Chairman of the Audit Committee.
5. Approval was granted, on the basis of 99,97% of the share capital represented, for the reappointment of PricewaterhouseCoopers and of Grant Thornton as Auditors of the Bank and the Board of Directors was authorised to determine their remuneration.
DECISIONS OF THE EXTRAORDINARY GENERAL MEETING
Following the conclusion of the Annual General Meeting business, an Extraordinary General Meeting of the shareholders of the Bank was held with the participation, in person of by proxy of shareholders representing 46,80% of the Bank's share capital.
Following a recommendation of the Board of Directors the First Ordinary Resolution and the First Special Resolution were withdrawn.
During the Meeting concerned, discussion took place and decisions were taken on the rest of the matters on the agenda, as follows:
Ordinary Resolution
Approval was unanimously granted for the increase of the nominal share capital of the Bank from Euro 807.500.000 to Euro 935.000.000 by the creation of 150.000.000 additional shares of eighty five cents (?0,85) nominal value each.
Special Resolution
Approval was granted on the basis of 99,99% of the share capital represented for the authorisation of the Board of Directors of the Bank that, within the framework fo the terms of Issue of Capital Securities up to Euro 250.000.000 in one or more tranches as approved by the Board of Directors of the Bank at its meeting held on 19 March 2009 and especially within the framework of the Alternative Satisfaction Mechanism for Interest Not Paid, to issue up to 103.000.000 ordinary of preference shares of the Bank of eighty five cents (?0,85) nominal value each, without the shares being first offered to the existing shareholders of the Bank as provided by the Articles of Association of the Bank and the law.
Finally, Executive Vice Chairman Andreas Vgenopoulos informed the shareholders about the decisions of the Boards of Directors of "Marfin Egnatia Bank S.A." and "Marfin Popular Bank Public Co Ltd" dated 15.5.2009 in relation to the commencement of the process of merging the two companies with the transformation date being 30.6.2009.
DECISIONS OF THE BOARD OF DIRECTORS
The Board of Directors, which was elected by the Annual General Meeting of its Shareholders, was constituted as follows:
Neoclis Lysandrou - Chairman, Non Executive Member,
Andreas Vgenopoulos - Vice Chairman, Executive Member,
Efthimios Bouloutas - Group Chief Executive Officer,
Christos Stylianides - Deputy Chief Executive Officer,
Panayiotis Kounnis - Deputy Chief Executive Officer,
Eleftherios Hiliadakis - Executive Member,
Soud Ba'alawy - Non Executive Member,
Platon Lanitis - Non Executive Member,
Vasilios Theocharakis - Non Executive Member,
Stylianos Stylianou - Non Executive Member,
Moustafa Farid Moustafa - Non Executive Member,
Josefh Kamal Eskandar - Non Executive Member,
Constantinos Mylonas - Independent Non Executive Member,
Markos Foros - Independent Non Executive Member.
The Board of Directors after its constitution elected Mr Constantinos Mylonas as Senior Independent Non Executive Director.
1. The Report of the Directors and the Auditors were considered and unanimously approved, as well as the Financial Statements of the Bank for the year ended 31 December 2008.
2. Approval was granted, on the basis of 99,99% of the share capital represented, for distribution of a dividend for the 2008 year of Euro 0,15 per share. At the same time the Board of Directors of the Bank was authorised to determine the ex-dividend date, the date and procedure for payment of the dividend to beneficiaries, taking into account the Financial Calendar announced to investors. According to the above Calendar, beneficiaries for the dividend will be those holding shares at the end of the trading session of the Athens Stock Exchange and the Cyprus Stock Exchange on 25.05.2009, the ex-dividend date will be 26.05.2009, the record date will be 28.05.2009 and the start date for payment of the dividend will be 12.06.2009. Shareholders have already been granted the right of re-investment of part or all of the dividend into shares of the Bank. The re-investment price will be 10% lower than the average closing price of the Bank's share on the Cyprus Stock Exchange and Athens Stock Exchange for the period 26.05.2009 - 01.06.2009 (first 5 days during which the share of the Bank shall be quoted ex-dividend).
3. The Annual General Meeting was informed that Mr Sayanta Basu and Mr Nicholas Wrigley have submitted their resignation as from the date of the Annual General Meeting.
Approval was then granted, on the basis of 99,97% of the share capital represented, for the election of a new Board of Directors, made up of Soud Ba'alawy, Neoclis Lysandrou, Andreas Vgenopoulos, Efthimios Bouloutas, Christos Stylianides, Panayiotis Kounnis, Eleftherios Hiliadakis, Platon Lanitis, Constantinos Mylonas, Vasilios Theocharakis, Stylianos Stylianou, Markos Foros, Moustafa Farid Moustafa and Josefh Kamal Eskandar.
4. Approval was granted, on the basis of 99,97% of the share capital represented, for an annual fee of Euro 20.000 for the Non Executive Members of the Board of Directors and Euro 10.000 for the Chairman of the Audit Committee.
5. Approval was granted, on the basis of 99,97% of the share capital represented, for the reappointment of PricewaterhouseCoopers and of Grant Thornton as Auditors of the Bank and the Board of Directors was authorised to determine their remuneration.
DECISIONS OF THE EXTRAORDINARY GENERAL MEETING
Following the conclusion of the Annual General Meeting business, an Extraordinary General Meeting of the shareholders of the Bank was held with the participation, in person of by proxy of shareholders representing 46,80% of the Bank's share capital.
Following a recommendation of the Board of Directors the First Ordinary Resolution and the First Special Resolution were withdrawn.
During the Meeting concerned, discussion took place and decisions were taken on the rest of the matters on the agenda, as follows:
Ordinary Resolution
Approval was unanimously granted for the increase of the nominal share capital of the Bank from Euro 807.500.000 to Euro 935.000.000 by the creation of 150.000.000 additional shares of eighty five cents (?0,85) nominal value each.
Special Resolution
Approval was granted on the basis of 99,99% of the share capital represented for the authorisation of the Board of Directors of the Bank that, within the framework fo the terms of Issue of Capital Securities up to Euro 250.000.000 in one or more tranches as approved by the Board of Directors of the Bank at its meeting held on 19 March 2009 and especially within the framework of the Alternative Satisfaction Mechanism for Interest Not Paid, to issue up to 103.000.000 ordinary of preference shares of the Bank of eighty five cents (?0,85) nominal value each, without the shares being first offered to the existing shareholders of the Bank as provided by the Articles of Association of the Bank and the law.
Finally, Executive Vice Chairman Andreas Vgenopoulos informed the shareholders about the decisions of the Boards of Directors of "Marfin Egnatia Bank S.A." and "Marfin Popular Bank Public Co Ltd" dated 15.5.2009 in relation to the commencement of the process of merging the two companies with the transformation date being 30.6.2009.
DECISIONS OF THE BOARD OF DIRECTORS
The Board of Directors, which was elected by the Annual General Meeting of its Shareholders, was constituted as follows:
Neoclis Lysandrou - Chairman, Non Executive Member,
Andreas Vgenopoulos - Vice Chairman, Executive Member,
Efthimios Bouloutas - Group Chief Executive Officer,
Christos Stylianides - Deputy Chief Executive Officer,
Panayiotis Kounnis - Deputy Chief Executive Officer,
Eleftherios Hiliadakis - Executive Member,
Soud Ba'alawy - Non Executive Member,
Platon Lanitis - Non Executive Member,
Vasilios Theocharakis - Non Executive Member,
Stylianos Stylianou - Non Executive Member,
Moustafa Farid Moustafa - Non Executive Member,
Josefh Kamal Eskandar - Non Executive Member,
Constantinos Mylonas - Independent Non Executive Member,
Markos Foros - Independent Non Executive Member.
The Board of Directors after its constitution elected Mr Constantinos Mylonas as Senior Independent Non Executive Director.
