Marfin: AGM and EGM decisions – Dividend of €0.35 – Resignation of V. Pica – CGC – Vgenopoulos’ speech
16/5/2008 11:49
Marfin Popular Bank announces that the Annual General Meeting took place on 15.5.2008 with the participation – in person or via representative – of 495 shareholders who represented 50.80% of the share capital of the Bank. The AGM decided on the issues of the agenda as follows:
1. Examined and approved the Directors’ Report and the Auditors’ Report as well as the financial statements for the year ended December 31, 2007.
2. Approved the payment of a dividend for 2007 of €0.35 per share. It also authorized the Board of Directors to set the ex-dividend date and the cum-dividend date taking into account the economic calendar announced to the investing public. According to the calendar, the cum-dividend date will be 22.5.2008, the ex-dividend date will be 23.5.2008 and the payment of the dividend will commence on 2.6.2008. The shareholders have the right to reinvest part of the entire dividend in bank’s shares. The reinvestment price will be 10% lower than the average closing price of the share in the CSE and the ASE during the period 23 – 29.5.2008 (first 5 days during which the share will trade ex-dividend).
3. The AGM was informed that Vincent Piga handed in his resignation from his position as Board member with effect from the AGM day. It also approved (99.70%) the reelection of Messrs. Soud Ba’alawy, Neoclis Lysandrou, Andreas Vgenopoulos, Efthimios Bouloutas, Christos Stylianides, Panayiotis Kounnis, Eleftherios Hiliadakis, Platon Lanitis, Constantinos Milonas, Vasiliki Theoharaki, Stelios Stylianou, Marcos Foros, Sayanta Basu and Nicholas Wrigley as Board members.
4. Set unanimously the remuneration of the Board members at €20,000 and the Chairman of the Audit Committee at €10,000.
5. Reappointed PricewaterhouseCoopers and Grant Thornton as auditors and authorized the Board of Directors to set their remuneration.
EGM decisions
Following the AGM, the Extraordinary General Meeting with the participation of 464 shareholders who represented 49.81% of the share capital of the bank decided on the following:
Special Resolution 1
It approved unanimously the redenomination of the share capital from January 1, 2008:
a) The share capital will be redenominated from Cyprus pounds in euros.
b) The nominal value of the share will be redenominated and reduced after the rounding from £0.50 to €0.85.
c) The nominal share capital be redenominated and reduced from £475,000,000 divided into 950,000,000 shares of nominal value £0.50 each to €807,500,000 divided into 950,000,000 shares of nominal value €0.85 each.
d) The issued share capital be redenominated and reduced after the rounding from £398,345,574.50 to €677,187,476.65 divided into 796,691,149 shares of nominal value €0.85 each.
e) The reduction in the issued share capital of €3,426,346.11 be registered in a special reserve under the name “Difference from the Redenomination of Share Capital in Euros” for future capitalization or other legal use.
Special Resolution 2
The EGM approved unanimously that the Ordinary Resolution approved by the EGM on December 17, 2007 on the redenomination of the share capital from Cyprus pounds in euros be cancelled.
The Board of Directors became a body as follows:
Soud Ba’alawy – Chairman, Non Executive Member, Neoclis Lysandrou – Vice Chairman Non Executive Member, Andreas Vgenopoulos – Vice Chairman Executive Member, Efthimios Bouloutas – Managing Director Executive Member, Christos Stylianides – Deputy Managing Director Executive Member, Panayiotis Kounnis – Deputy Managing Director Executive Member, Eleftherios Hiliadakis – Executive Member, Platon Lanitis – Non Executive Member, Constantinos Milonas – Independent Non Executive Member, Vasilis Theocharakis – Non Executive Member, Stelios Stylianou – Non Executive Member, Marcos Foros – Independent Non Executive Member, Sayanta Basu – Non Executive Member, Nicholas Wrigley – Independent Non Executive Member.
The Board of Directors elected Mr. Constantinos Milonas as Higher Independent non Executive Director and appointed the following committees:
Audit Committee: Constantinos Milonas Chairman, Marcos Foros, Nicholas Wrigley Members
Remunerations Committee: Platon Lanitis Chairman, Marcos Foros, Nicholas Wrigley Members
Nominations Committee: Platon Lanitis Chairman, Marcos Foros and Nicholas Wrigley Members
Risk Management Committee: Neoclis Lysandrou Chairman, Christos Stylianides, Marcos Foros Members
• 2008 earnings guidance of €500-€600m
• Distortions on current regulatory framework in Cyprus
During his speech on the Group’s AGM that took place on 15/05/08 in
Nikosia, Andreas Vgenopoulos, MPB’s Executive Vice Chairman, made the
following statement:
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already adjusted their numbers, with the consensus estimates having moved
to around €500m for the year. We believe that our share price corresponds to
an estimated profitability for 2008 of €400m. Based on our estimates, and
given the level of visibility we have at the moment we believe that our
profitability will be in the range of €500-€600m. We believe that, under any
circumstances our profitability will remain strong enabling us to improve our
dividend for next year. We also believe that having the right positioning will
enable us to emerge stronger from the current crisis taking advantage from
the ongoing opportunities.
There are currently some distortions on the regulatory framework in Cyprus,
affecting competition and thus putting the Cyprus banks at a disadvantage
vis-à-vis the non-Cypriot banks operating in Cyprus. Currently we have a
constructive dialogue with the Cyprus regulatory authorities, and we take the
view that some pending issues will be resolved thus affecting positively our
profitability>>.
An update on the above will be provided upon the release of the first quarter
2008 results on the 29th of May
1. Examined and approved the Directors’ Report and the Auditors’ Report as well as the financial statements for the year ended December 31, 2007.
2. Approved the payment of a dividend for 2007 of €0.35 per share. It also authorized the Board of Directors to set the ex-dividend date and the cum-dividend date taking into account the economic calendar announced to the investing public. According to the calendar, the cum-dividend date will be 22.5.2008, the ex-dividend date will be 23.5.2008 and the payment of the dividend will commence on 2.6.2008. The shareholders have the right to reinvest part of the entire dividend in bank’s shares. The reinvestment price will be 10% lower than the average closing price of the share in the CSE and the ASE during the period 23 – 29.5.2008 (first 5 days during which the share will trade ex-dividend).
3. The AGM was informed that Vincent Piga handed in his resignation from his position as Board member with effect from the AGM day. It also approved (99.70%) the reelection of Messrs. Soud Ba’alawy, Neoclis Lysandrou, Andreas Vgenopoulos, Efthimios Bouloutas, Christos Stylianides, Panayiotis Kounnis, Eleftherios Hiliadakis, Platon Lanitis, Constantinos Milonas, Vasiliki Theoharaki, Stelios Stylianou, Marcos Foros, Sayanta Basu and Nicholas Wrigley as Board members.
4. Set unanimously the remuneration of the Board members at €20,000 and the Chairman of the Audit Committee at €10,000.
5. Reappointed PricewaterhouseCoopers and Grant Thornton as auditors and authorized the Board of Directors to set their remuneration.
EGM decisions
Following the AGM, the Extraordinary General Meeting with the participation of 464 shareholders who represented 49.81% of the share capital of the bank decided on the following:
Special Resolution 1
It approved unanimously the redenomination of the share capital from January 1, 2008:
a) The share capital will be redenominated from Cyprus pounds in euros.
b) The nominal value of the share will be redenominated and reduced after the rounding from £0.50 to €0.85.
c) The nominal share capital be redenominated and reduced from £475,000,000 divided into 950,000,000 shares of nominal value £0.50 each to €807,500,000 divided into 950,000,000 shares of nominal value €0.85 each.
d) The issued share capital be redenominated and reduced after the rounding from £398,345,574.50 to €677,187,476.65 divided into 796,691,149 shares of nominal value €0.85 each.
e) The reduction in the issued share capital of €3,426,346.11 be registered in a special reserve under the name “Difference from the Redenomination of Share Capital in Euros” for future capitalization or other legal use.
Special Resolution 2
The EGM approved unanimously that the Ordinary Resolution approved by the EGM on December 17, 2007 on the redenomination of the share capital from Cyprus pounds in euros be cancelled.
The Board of Directors became a body as follows:
Soud Ba’alawy – Chairman, Non Executive Member, Neoclis Lysandrou – Vice Chairman Non Executive Member, Andreas Vgenopoulos – Vice Chairman Executive Member, Efthimios Bouloutas – Managing Director Executive Member, Christos Stylianides – Deputy Managing Director Executive Member, Panayiotis Kounnis – Deputy Managing Director Executive Member, Eleftherios Hiliadakis – Executive Member, Platon Lanitis – Non Executive Member, Constantinos Milonas – Independent Non Executive Member, Vasilis Theocharakis – Non Executive Member, Stelios Stylianou – Non Executive Member, Marcos Foros – Independent Non Executive Member, Sayanta Basu – Non Executive Member, Nicholas Wrigley – Independent Non Executive Member.
The Board of Directors elected Mr. Constantinos Milonas as Higher Independent non Executive Director and appointed the following committees:
Audit Committee: Constantinos Milonas Chairman, Marcos Foros, Nicholas Wrigley Members
Remunerations Committee: Platon Lanitis Chairman, Marcos Foros, Nicholas Wrigley Members
Nominations Committee: Platon Lanitis Chairman, Marcos Foros and Nicholas Wrigley Members
Risk Management Committee: Neoclis Lysandrou Chairman, Christos Stylianides, Marcos Foros Members
• 2008 earnings guidance of €500-€600m
• Distortions on current regulatory framework in Cyprus
During his speech on the Group’s AGM that took place on 15/05/08 in
Nikosia, Andreas Vgenopoulos, MPB’s Executive Vice Chairman, made the
following statement:
<
already adjusted their numbers, with the consensus estimates having moved
to around €500m for the year. We believe that our share price corresponds to
an estimated profitability for 2008 of €400m. Based on our estimates, and
given the level of visibility we have at the moment we believe that our
profitability will be in the range of €500-€600m. We believe that, under any
circumstances our profitability will remain strong enabling us to improve our
dividend for next year. We also believe that having the right positioning will
enable us to emerge stronger from the current crisis taking advantage from
the ongoing opportunities.
There are currently some distortions on the regulatory framework in Cyprus,
affecting competition and thus putting the Cyprus banks at a disadvantage
vis-à-vis the non-Cypriot banks operating in Cyprus. Currently we have a
constructive dialogue with the Cyprus regulatory authorities, and we take the
view that some pending issues will be resolved thus affecting positively our
profitability>>.
An update on the above will be provided upon the release of the first quarter
2008 results on the 29th of May
