CPB: AGM decisions – Dividend of 18 cents – EGM approved Share Option Scheme, buyback and cooperation with BOCY
18/4/2007 16:17
Marfin Popular Bank Public Co Ltd announces that the Annual and Extraordinary General Meetings took place on 17.4.2007 with the participation of 1090 shareholders (in person or via representative), who represent 58.35% of the Company’s share capital. The AGM and EGM decided on the issues of the agenda as follows:
A) AGM decisions
1. The AGM submitted and approved unanimously the Directors’ Report, the Auditors’ Report, the profit and loss account and the balance sheet for the year ended December 31, 2006.
2. Approved unanimously the payment of a dividend of 18 cents per share for 2006 and authorized the Board of Directors to set the ex-dividend and the cum-dividend dates, taking into account the relevant Program announced to the investing public. According to the Program, the cum-dividend date will be on 23.4.2007 the ex-dividend date will be on 24.4.2007 and the payment of the dividend will start on 3.5.2007.
3. Approved unanimously the election of the new Board of Directors, which is composed of Soud Ba’alawy, Neoclis Lysandrou, Andreas Vgenopoulos, Christos Stylianides, Eleftherios Hiliadakis, Platonas Lanitis, Kyriakos Mageiras, Constantinos Milonas, Vasilis Theocharakis, Stelios Stylianou, Markos Foros, Sayanta Basu, Vincent Pica and Nicholas Wringley.
4. Approved unanimously the remuneration of Board members, which will remain the same as last year.
5. Approved unanimously the reappointment of Pricewaterhousecoopers and the appointment of Grant Thornton as auditors and authorized the Board of Directors to set their remuneration.
6. The Managerial staff of the Company made presentations to the shareholders on the development of the Group’s operations.
B) EGM decisions
1. Ordinary Resolution
Approved (94.88% of the attendants) the introduction of a Share Options Scheme for the members of the Board of Directors and the Company’s employees, as well as the associated and related companies. The shares to be issued will amount to 80,000,000 (maximum) and will have the same nominal value as the existing issued shares, that is, 50 cents each. The exercise price of each warrant will stand at €10. It also approved the authorization to the Board of Directors to determine the terms of the Scheme and proceed to any other action necessary for its enforcement.
2. Special Resolution
Approved (94.88% of the attendants) the authorization of the Board of Directors to issue up to 80,000,000 shares of nominal value 50 cents each, without being offered to the existing shareholders first, pursuant to the Company’s Articles Association and the Law.
3. Special Resolution
Approved unanimously the buyback of own shares pursuant to the provisions of articles 57A and the Companies’ Law Chapter 113. The minimum and maximum acquisition price of shares will not exceed (5%) of the average market value of transactions carried out in the Cyprus Stock Exchange over the last five trading sessions prior to the acquisition of the shares. The maximum number of shares must not exceed 10% of the issued share capital of the Company or 25% of the average market value of transactions carried out in the titles of the Company in the Cyprus Stock Exchange over the last thirty trading sessions prior to the acquisition of the shares, whichever amount is the smallest. The shares can be acquired either by private agreement or by the market. Shares acquired to be held for a maximum of two years. The enforcement of the Resolution is subject to the Central Bank of Cyprus approval.
The Board of Directors is authorized to take all necessary measures for the enforcement of the resolution.
4. Ordinary Resolution
Approved (99.76% of the attendants) the authorization of the Board of Directors to discuss with “Bank of Cyprus Public Company Ltd” the terms and the sectors of strategic cooperation between the two, in order to have synergies to the benefit of the shareholders of both banks.
A) AGM decisions
1. The AGM submitted and approved unanimously the Directors’ Report, the Auditors’ Report, the profit and loss account and the balance sheet for the year ended December 31, 2006.
2. Approved unanimously the payment of a dividend of 18 cents per share for 2006 and authorized the Board of Directors to set the ex-dividend and the cum-dividend dates, taking into account the relevant Program announced to the investing public. According to the Program, the cum-dividend date will be on 23.4.2007 the ex-dividend date will be on 24.4.2007 and the payment of the dividend will start on 3.5.2007.
3. Approved unanimously the election of the new Board of Directors, which is composed of Soud Ba’alawy, Neoclis Lysandrou, Andreas Vgenopoulos, Christos Stylianides, Eleftherios Hiliadakis, Platonas Lanitis, Kyriakos Mageiras, Constantinos Milonas, Vasilis Theocharakis, Stelios Stylianou, Markos Foros, Sayanta Basu, Vincent Pica and Nicholas Wringley.
4. Approved unanimously the remuneration of Board members, which will remain the same as last year.
5. Approved unanimously the reappointment of Pricewaterhousecoopers and the appointment of Grant Thornton as auditors and authorized the Board of Directors to set their remuneration.
6. The Managerial staff of the Company made presentations to the shareholders on the development of the Group’s operations.
B) EGM decisions
1. Ordinary Resolution
Approved (94.88% of the attendants) the introduction of a Share Options Scheme for the members of the Board of Directors and the Company’s employees, as well as the associated and related companies. The shares to be issued will amount to 80,000,000 (maximum) and will have the same nominal value as the existing issued shares, that is, 50 cents each. The exercise price of each warrant will stand at €10. It also approved the authorization to the Board of Directors to determine the terms of the Scheme and proceed to any other action necessary for its enforcement.
2. Special Resolution
Approved (94.88% of the attendants) the authorization of the Board of Directors to issue up to 80,000,000 shares of nominal value 50 cents each, without being offered to the existing shareholders first, pursuant to the Company’s Articles Association and the Law.
3. Special Resolution
Approved unanimously the buyback of own shares pursuant to the provisions of articles 57A and the Companies’ Law Chapter 113. The minimum and maximum acquisition price of shares will not exceed (5%) of the average market value of transactions carried out in the Cyprus Stock Exchange over the last five trading sessions prior to the acquisition of the shares. The maximum number of shares must not exceed 10% of the issued share capital of the Company or 25% of the average market value of transactions carried out in the titles of the Company in the Cyprus Stock Exchange over the last thirty trading sessions prior to the acquisition of the shares, whichever amount is the smallest. The shares can be acquired either by private agreement or by the market. Shares acquired to be held for a maximum of two years. The enforcement of the Resolution is subject to the Central Bank of Cyprus approval.
The Board of Directors is authorized to take all necessary measures for the enforcement of the resolution.
4. Ordinary Resolution
Approved (99.76% of the attendants) the authorization of the Board of Directors to discuss with “Bank of Cyprus Public Company Ltd” the terms and the sectors of strategic cooperation between the two, in order to have synergies to the benefit of the shareholders of both banks.