MPB: EGM approved amendment of Art. Of Association, sale of 6.45% of MIG and conversion of capital into euros
18/12/2007 11:33
MARFIN POPULAR BANK PUBLIC CO LTD announces that the Extraordinary General Meeting took place on 17.12.2007 with the participation (in person or via proxy) of 595 shareholders, who represented 34.40% of the Company’s share capital. The EGM examined the issues of the agenda as follows:
1. Special resolution
The EGM approved unanimously (except for four shareholders that hold 499,200 shares – 0.18% of the total shares who abstained) the write-off and the replacement of Regulations 60 and 104 of the Company’s Articles of Association with the following new Regulations:
"60. The Chairman of the Board of Directors, if there is one, will chair all general meetings of the Company and, if there is none or he is not present within fifteen minutes of the time for which the meeting has been called or if he declines to chair, the meeting will be chaired by the senior in age of the two Vice-Chairmen of the Board of Directors, or by the Vice-Chairman who is present at the meeting. If, however, there is no Vice-Chairman or Vice-Chairmen or if they are also not present within the above period of time specified for the Chairman of the Board of Directors or if they decline to chair, the Directors present, if there are Directors present, will elect one of their number to chair the meeting.
If the Directors decline to undertake such an election or if none of the Directors present is willing to chair, or if no Director is present within fifteen minutes of the time for which the meeting has been called, the members present will elect one of their number to chair the meeting.
104. The Directors may elect a non-executive Chairman and up to two (2) Vice-Chairmen, one executive and the other non-executive, for their meetings and may specify the period that each will hold this office. If, however, no Chairman or executive Vice-Chairman or otherwise non-executive Vice-Chairman are elected, or if at any meeting of the Directors neither the Chairman nor the Vice-Chairmen are present within ten minutes of the time for which the meeting has been called, the Directors present may select one of their number to perform the duties of Chairman at that meeting."
2. Ordinary Resolution
Approved (88.76% of the shareholders that attended the EGM) the sale to Dubai Financial Group LLC of 53.532.184 shares, i.e. 6,45% of the share capital held by the Company in MARFIN INVESTMENT GROUP SA HOLDINGS, at a price of EUR 7 per share. The Board of Directors of the Company is authorized to take any measures necessary to implement this decision. Three shareholders who hold 409,200 shares, that is, 0.15% of the total attendants, did not participate in the decision taking.
3. Ordinary Resolution
That, in conformity with the Law of 2007 on Adoption of the Euro, from 1 January 2008, it approved unanimously that:
(a) The share capital of the Company is converted from Cyprus Pounds to Euro.
(b) The nominal value of a Company share is converted and increased, after rounding up, from CYP 0,50 to EUR 0,86.
(c) The nominal share capital of the Company is converted and increased from CYP 475.000.000 (EUR 811.585.684,65), divided into 950.000.000 shares, each with a nominal value of CYP 0.50, to EUR 817.000.000, divided into 950.000.000 shares, each with a nominal value of EUR 0,86.
(d) The issued share capital of the Company is converted and increased, after rounding, from CYP 398.341.382 (EUR 680.606.659,44) to EUR 685.147.177,04, divided into 796.682.764 shares, each with a nominal value of EUR 0,86, and this increase is undertaken by capitalization of part of the share premium reserve.
1. Special resolution
The EGM approved unanimously (except for four shareholders that hold 499,200 shares – 0.18% of the total shares who abstained) the write-off and the replacement of Regulations 60 and 104 of the Company’s Articles of Association with the following new Regulations:
"60. The Chairman of the Board of Directors, if there is one, will chair all general meetings of the Company and, if there is none or he is not present within fifteen minutes of the time for which the meeting has been called or if he declines to chair, the meeting will be chaired by the senior in age of the two Vice-Chairmen of the Board of Directors, or by the Vice-Chairman who is present at the meeting. If, however, there is no Vice-Chairman or Vice-Chairmen or if they are also not present within the above period of time specified for the Chairman of the Board of Directors or if they decline to chair, the Directors present, if there are Directors present, will elect one of their number to chair the meeting.
If the Directors decline to undertake such an election or if none of the Directors present is willing to chair, or if no Director is present within fifteen minutes of the time for which the meeting has been called, the members present will elect one of their number to chair the meeting.
104. The Directors may elect a non-executive Chairman and up to two (2) Vice-Chairmen, one executive and the other non-executive, for their meetings and may specify the period that each will hold this office. If, however, no Chairman or executive Vice-Chairman or otherwise non-executive Vice-Chairman are elected, or if at any meeting of the Directors neither the Chairman nor the Vice-Chairmen are present within ten minutes of the time for which the meeting has been called, the Directors present may select one of their number to perform the duties of Chairman at that meeting."
2. Ordinary Resolution
Approved (88.76% of the shareholders that attended the EGM) the sale to Dubai Financial Group LLC of 53.532.184 shares, i.e. 6,45% of the share capital held by the Company in MARFIN INVESTMENT GROUP SA HOLDINGS, at a price of EUR 7 per share. The Board of Directors of the Company is authorized to take any measures necessary to implement this decision. Three shareholders who hold 409,200 shares, that is, 0.15% of the total attendants, did not participate in the decision taking.
3. Ordinary Resolution
That, in conformity with the Law of 2007 on Adoption of the Euro, from 1 January 2008, it approved unanimously that:
(a) The share capital of the Company is converted from Cyprus Pounds to Euro.
(b) The nominal value of a Company share is converted and increased, after rounding up, from CYP 0,50 to EUR 0,86.
(c) The nominal share capital of the Company is converted and increased from CYP 475.000.000 (EUR 811.585.684,65), divided into 950.000.000 shares, each with a nominal value of CYP 0.50, to EUR 817.000.000, divided into 950.000.000 shares, each with a nominal value of EUR 0,86.
(d) The issued share capital of the Company is converted and increased, after rounding, from CYP 398.341.382 (EUR 680.606.659,44) to EUR 685.147.177,04, divided into 796.682.764 shares, each with a nominal value of EUR 0,86, and this increase is undertaken by capitalization of part of the share premium reserve.
