Marfin Popular: EGM on 17/4 for Share Options Scheme, buyback and cooperation with BOCY
Marfin Popular Bank Public Co Ltd announces that following the Annual General Meeting on April 17, 2007, the Company will hold an Extraordinary General Meeting at the International Conference Centre in Nicosia.
1. ORDINARY RESOLUTION
Introduction of 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.
Authorization to the Board of Directors to determine the terms of the Scheme and proceed to any other action necessary for its enforcement.
The effectiveness of the Resolution is subject to the approval of the second (special) Resolution 2 below.
2. SPECIAL RESOLUTION
Within the framework of the Share Options Scheme introduced in the First (ordinary) Resolution, the Board of Directors is authorized to issue up to 80,000,000 shares of nominal value 60 cents each, without being offered to the existing shareholders first, pursuant to the Company’s Articles Association and the Law.
3. SPECIAL RESOLUTION
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
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.
All shareholders who are entitled to attend the EGM have the right to appoint a proxy to vote on their behalf. It is not necessary to be a shareholder of the Bank.
The cum-date has been set for April 11, 2007. As a result, transactions carried out from April 12, 2007 will be ex-date.
The document for the appointment of a proxy must be submitted to the Bank’s Head Office, 154 Limassol Avenue, 2025 Nicosia (PO Box 22032) at least 48 hours before the EGM.
1. ORDINARY RESOLUTION
Introduction of 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.
Authorization to the Board of Directors to determine the terms of the Scheme and proceed to any other action necessary for its enforcement.
The effectiveness of the Resolution is subject to the approval of the second (special) Resolution 2 below.
2. SPECIAL RESOLUTION
Within the framework of the Share Options Scheme introduced in the First (ordinary) Resolution, the Board of Directors is authorized to issue up to 80,000,000 shares of nominal value 60 cents each, without being offered to the existing shareholders first, pursuant to the Company’s Articles Association and the Law.
3. SPECIAL RESOLUTION
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
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.
All shareholders who are entitled to attend the EGM have the right to appoint a proxy to vote on their behalf. It is not necessary to be a shareholder of the Bank.
The cum-date has been set for April 11, 2007. As a result, transactions carried out from April 12, 2007 will be ex-date.
The document for the appointment of a proxy must be submitted to the Bank’s Head Office, 154 Limassol Avenue, 2025 Nicosia (PO Box 22032) at least 48 hours before the EGM.
