HB: EGM on 4/8 for issue of convertible capital securities of up to €150m
13/7/2010 9:51
You are notified that the Extraordinary General Meeting of Hellenic Bank Public Company Limited will take place on August 4, 2010 at 5.00 pm at the bank’s registered office to examine and approve the following resolutions:
1. Special Resolution
“That the EGM approves the issue of Non-Cumulative Convertible Capital Securities of indefinite duration by Hellenic bank of total value of up to €150,000,000 with nominal value of €1 each with the terms included in the document under the title “Main Terms of Non-Cumulative Convertible Securities of indefinite duration” dated July 13, 2010 as main terms, which has been posted to the shareholders together with notification for the EGM and that the Board of Directors is authorized to take all necessary measures for the offer and issue of the Convertible Capital Securities as well as the determination of the remaining issue terms of the Convertible Capital Securities. Also, it was decided that the Board of Directors is authorized to issue up to €26,802,473 of the €150,000,000 Non-Cumulative Convertible Capital Securities of indefinite duration without those being offered to the existing shareholders on the basis of the Articles of Association and the Companies’ Law.
Explanatory note for resolution 1
Taking into account the prevailing conditions in the economic environment and for the strengthening of the bank’s capital adequacy, the Board of Directors decided to propose to the shareholders of the bank the approval of the issue of the Non-Cumulative Convertible Capital Securities of indefinite duration of up to €150,000,000 with nominal value €1 each, whose main terms are included in the document “Main Terms of Non-Cumulative Convertible Capital Securities of indefinite duration”. The Non-Cumulative Convertible Capital Securities will be offered to the existing shareholders to the ratio of €2 Non-Cumulative Convertible Capital Securities for every 5 shares of the Bank. On the basis of this ratio, up to €123,197,527 will be offered in order of precedence to the existing shareholders. The remaining €26,802,473 will be offered to the public without being offered to the existing shareholders first.
2. Special Resolution
“That the Board of Directors is authorized – within the framework of the issue terms of the Non-Cumulative Convertible Capital Securities of up to €150,000,000 and especially within the framework of the Alternative Mechanism of Interest Payment – to issue up to 30,000,000 ordinary shares of nominal value €0.43, without those shares being offered to the existing shareholders first on the basis of the Articles of Association and the Companies Law”.
Explanatory note for resolution 2
In the issue terms of the Non-Cumulative Convertible Capital Securities of up to €150,000,0000, it is anticipated that in case of a cancellation of an interest payment payable to the registered shareholders of the Non-Cumulative Convertible Capital Securities, the bank may – at its sole discretion – satisfy such cancellation with the issue of ordinary shares to the holders of the Non-Cumulative Convertible Capital Securities. The disposal price will be determined by the Board of Directors at a fair value, which will be share premium. Pursuant to the issue terms, the Bank must have an authorized, non-issued share capital, which may be issued for the activation of the Alternative Mechanism of Interest Payment.
With this resolution, the bank requested the approval of the EGM in order to authorize the Board of Directors to issue up to 300,000,000 ordinary shares of nominal value €0.43 each without these being offered to the existing shareholders first on the basis of the Articles of Association and the Companies’ Law, to satisfy the issue terms of the Non-Cumulative Convertible Capital Securities in case that following the approval of the Central Bank of Cyprus, the Alternative Mechanism of Interest Payment is adopted.
1. Special Resolution
“That the EGM approves the issue of Non-Cumulative Convertible Capital Securities of indefinite duration by Hellenic bank of total value of up to €150,000,000 with nominal value of €1 each with the terms included in the document under the title “Main Terms of Non-Cumulative Convertible Securities of indefinite duration” dated July 13, 2010 as main terms, which has been posted to the shareholders together with notification for the EGM and that the Board of Directors is authorized to take all necessary measures for the offer and issue of the Convertible Capital Securities as well as the determination of the remaining issue terms of the Convertible Capital Securities. Also, it was decided that the Board of Directors is authorized to issue up to €26,802,473 of the €150,000,000 Non-Cumulative Convertible Capital Securities of indefinite duration without those being offered to the existing shareholders on the basis of the Articles of Association and the Companies’ Law.
Explanatory note for resolution 1
Taking into account the prevailing conditions in the economic environment and for the strengthening of the bank’s capital adequacy, the Board of Directors decided to propose to the shareholders of the bank the approval of the issue of the Non-Cumulative Convertible Capital Securities of indefinite duration of up to €150,000,000 with nominal value €1 each, whose main terms are included in the document “Main Terms of Non-Cumulative Convertible Capital Securities of indefinite duration”. The Non-Cumulative Convertible Capital Securities will be offered to the existing shareholders to the ratio of €2 Non-Cumulative Convertible Capital Securities for every 5 shares of the Bank. On the basis of this ratio, up to €123,197,527 will be offered in order of precedence to the existing shareholders. The remaining €26,802,473 will be offered to the public without being offered to the existing shareholders first.
2. Special Resolution
“That the Board of Directors is authorized – within the framework of the issue terms of the Non-Cumulative Convertible Capital Securities of up to €150,000,000 and especially within the framework of the Alternative Mechanism of Interest Payment – to issue up to 30,000,000 ordinary shares of nominal value €0.43, without those shares being offered to the existing shareholders first on the basis of the Articles of Association and the Companies Law”.
Explanatory note for resolution 2
In the issue terms of the Non-Cumulative Convertible Capital Securities of up to €150,000,0000, it is anticipated that in case of a cancellation of an interest payment payable to the registered shareholders of the Non-Cumulative Convertible Capital Securities, the bank may – at its sole discretion – satisfy such cancellation with the issue of ordinary shares to the holders of the Non-Cumulative Convertible Capital Securities. The disposal price will be determined by the Board of Directors at a fair value, which will be share premium. Pursuant to the issue terms, the Bank must have an authorized, non-issued share capital, which may be issued for the activation of the Alternative Mechanism of Interest Payment.
With this resolution, the bank requested the approval of the EGM in order to authorize the Board of Directors to issue up to 300,000,000 ordinary shares of nominal value €0.43 each without these being offered to the existing shareholders first on the basis of the Articles of Association and the Companies’ Law, to satisfy the issue terms of the Non-Cumulative Convertible Capital Securities in case that following the approval of the Central Bank of Cyprus, the Alternative Mechanism of Interest Payment is adopted.
