MPB: EGM on 17/12 for amendment of Art. of Association, sale of 6.45% of MIG and conversion of capital to euros
20/11/2007 15:44
Marfin Popular Bank Public Co Ltd announces that the Board of Directors decided to hold an Extraordinary General Meeting on December 17, 2007 at 5.00 pm at the Hilton Cyprus Hotel in Nicosia. The EGM notification will be posted to all shareholders.
Extraordinary General Meeting
The Extraordinary General Meeting of Marfin Popular Bank Public Co Ltd will take place on Monday, December 17, 2007 at 17.00 at the Hilton Cyprus Hotel in Nicosia to examine and approve the following ordinary resolutions, as they are proposed or with the amendments that the EGM will approve and the following special resolution as this is proposed.
1. Special Resolution
That regulations 60 and 104 of the Company’s Articles of Association be written-off and be replaced with the following new regulations:
“60. The Chairman of the Board of Directors, if any, will chair all the general meetings of the Company and if there is no Chairman or is not present within 15 minutes from the start of the meeting or if he/she refuses to chair the meeting, the general meeting will be chaired by the older (in age) of the two Vice Chairmen of the Board of Directors or the one (of the two) who attends the General Meeting. If there is no Vice Chairman or Vice Chairmen or if they are not present at the General Meeting or refuse to chair it, the Board members will elect one of them to chair the General Meeting.
If the Board members refuse to participate in the procedure or in case that no Board member intends to chair or in case that no Board member is present within 15 minutes from the start of the General Meeting, the Board members that are present will elect one of them to chair the General Meeting.
104. The Board members will be able to elect a non-executive Chairman and up to two Vice Chairmen, of whom 1 will executive and 1 non-executive and they will be able to determine the period that each one of them will be in terms of office. If no Chairman or Executive Vice Chairman or Non-Executive Vice Chairman is elected or if the Chairman or the Vice Chairmen are not present at any Board meeting within 10 minutes from its start, the Board members will be able to elect one of them to exercise the duties of the Chairman during the meeting”.
2. Ordinary Resolution
Approval of sale to Dubai Financial Group LLC of 53,532,184 shares, that is, 6.45% of the share capital that the Company holds in Marfin Investment Group SA at the price of €7 per share.
The EGM will authorize the Board of Directors to proceed with all necessary actions in order to enforce the decision.
3. Ordinary Resolution
Compliance with the Law on the Adoption of the Euro 2007 as from January 1, 2008:
a) That the share capital be converted from Cyprus pounds to euros.
b) That the nominal value of the share be converted and increase from £0.50 to €0.86.
c) That the nominal capital of the Company be converted and increase from £475,000,000 divided into 950,000,000 shares of nominal value £0.50 each to €817,000,000 divided into 950,000,000 shares of nominal value €0.86 each.
d) That the issued share capital be converted and increase from £398,341,382 (€680,606,659.44) to €685,147,177.04 divided into 796,682,764 shares of nominal value €0.86 each and that this increase be carried out with the capitalization of part of the share premium.
Each shareholder entitled to attend the EGM id also entitled to appoint a representative to attend and vote on his/her behalf. It is not necessary that the representative is shareholders of the Bank.
The cum-date for the voting rights is December 11, 2007. Transactions carried out from December 12, 2007 will not be taken into account for voting rights.
The proxy for the appointment of a representative must be submitted to the Bank’s Head Office, 154 Limassol Avenue, 2025 Nicosia at least 48 hours prior to the EGM.
Extraordinary General Meeting
The Extraordinary General Meeting of Marfin Popular Bank Public Co Ltd will take place on Monday, December 17, 2007 at 17.00 at the Hilton Cyprus Hotel in Nicosia to examine and approve the following ordinary resolutions, as they are proposed or with the amendments that the EGM will approve and the following special resolution as this is proposed.
1. Special Resolution
That regulations 60 and 104 of the Company’s Articles of Association be written-off and be replaced with the following new regulations:
“60. The Chairman of the Board of Directors, if any, will chair all the general meetings of the Company and if there is no Chairman or is not present within 15 minutes from the start of the meeting or if he/she refuses to chair the meeting, the general meeting will be chaired by the older (in age) of the two Vice Chairmen of the Board of Directors or the one (of the two) who attends the General Meeting. If there is no Vice Chairman or Vice Chairmen or if they are not present at the General Meeting or refuse to chair it, the Board members will elect one of them to chair the General Meeting.
If the Board members refuse to participate in the procedure or in case that no Board member intends to chair or in case that no Board member is present within 15 minutes from the start of the General Meeting, the Board members that are present will elect one of them to chair the General Meeting.
104. The Board members will be able to elect a non-executive Chairman and up to two Vice Chairmen, of whom 1 will executive and 1 non-executive and they will be able to determine the period that each one of them will be in terms of office. If no Chairman or Executive Vice Chairman or Non-Executive Vice Chairman is elected or if the Chairman or the Vice Chairmen are not present at any Board meeting within 10 minutes from its start, the Board members will be able to elect one of them to exercise the duties of the Chairman during the meeting”.
2. Ordinary Resolution
Approval of sale to Dubai Financial Group LLC of 53,532,184 shares, that is, 6.45% of the share capital that the Company holds in Marfin Investment Group SA at the price of €7 per share.
The EGM will authorize the Board of Directors to proceed with all necessary actions in order to enforce the decision.
3. Ordinary Resolution
Compliance with the Law on the Adoption of the Euro 2007 as from January 1, 2008:
a) That the share capital be converted from Cyprus pounds to euros.
b) That the nominal value of the share be converted and increase from £0.50 to €0.86.
c) That the nominal capital of the Company be converted and increase from £475,000,000 divided into 950,000,000 shares of nominal value £0.50 each to €817,000,000 divided into 950,000,000 shares of nominal value €0.86 each.
d) That the issued share capital be converted and increase from £398,341,382 (€680,606,659.44) to €685,147,177.04 divided into 796,682,764 shares of nominal value €0.86 each and that this increase be carried out with the capitalization of part of the share premium.
Each shareholder entitled to attend the EGM id also entitled to appoint a representative to attend and vote on his/her behalf. It is not necessary that the representative is shareholders of the Bank.
The cum-date for the voting rights is December 11, 2007. Transactions carried out from December 12, 2007 will not be taken into account for voting rights.
The proxy for the appointment of a representative must be submitted to the Bank’s Head Office, 154 Limassol Avenue, 2025 Nicosia at least 48 hours prior to the EGM.
