Announcement
EGNATIA BANK S.A. announces that on 11.7.2006 the 1st Repeated General Meeting of preferred shareholders took place with the participation of shareholders representing 6,376,935 shares (in particular 39 shareholders were present or represented by proxy), that is 57,51% of preferred share capital of the Bank.During the meeting all issues on the agenda were discussed and decisions were taken as follows:
1. Approval of the decision of the Annual General Meeting of common shareholders of 22.6.2006 concerning the settlement of remaining fractions of preference rights of common and preferred shares (10.087 common and 2.496 preferred shares) which were produced as a consequence of the Bank's share capital increase dated 28.06.2000, by liquidating them in line with Law 3371/2005 and in line with the relevant Capital Markets Committee decisions.
2. Approval of the decision of the Annual General Meeting of common shareholders of 22.6.2006 concerning the amendment of article 6 of the Bank's statutes as a consequence of the increase in the Bank's share capital in the amount of euro 10.232.047,80 due to the conversion of bonds of the Bank's Convertible Bond, issued on the basis of Board of Directors decisions of 3.10.2002 and 19.11.2002, into common and preferred shares during the period from 1.1.2005 to 22.6.2006.
3. Approval of the decision of the Annual General Meeting of common shareholders of 22.6.2006 concerning the reduction of the Bank's share capital with equivalent reduction in the nominal value of each share by write-off of losses in an amount equal to the book losses resulting from the first application of the International Accounting Standards, that is euro 28.575.252,43, with a parallel equal increase in share capital with an equivalent increase in the nominal price of each share through capitalization of share premium reserves and reserves of Law2065/1992 and amendment of article 6 of the Bank's statutes.
4. Approval of the decision of the Annual General Meeting of common shareholders of 22.6.2006 concerning the increase in the Bank's share capital with a cash injection of euro 93.861.130,50, by issuance at a premium of 18.640.298 new common and 2.217.731 new preferred shares, in favour of old shareholders, at a price of euro 4,5 per share, in a ratio of one (1) new share for five (5) old ones, as well as all more specific arrangements decided upon by the Annual General Meeting of common shareholders of 22.6.2006 ( the share capital increase will amount to euro 24.403.893,93, while the share premium reserve increase will amount to euro 69.457.236,57). The modification of art.6 of the Bank's Statutes was also approved.
5. Approval of the decision of the Annual General Meeting of common shareholders of 22.6.2006 concerning the authorization to the Board of Directors to amend the terms and conditions pertaining to the convertible bond issued by the Bank on the basis of the decisions taken on 28.6.2001 by the General Meetings of common and preferred shareholders, and of the Board of Directors decisions reached on 3.10.2002 and 19.11.2002, so that the amended terms and conditions will not hinder the progress of the Banks' merger procedures.
6. Approval of the decision of the Annual General Meeting of common shareholders of 22.6.2006 concerning the issue of an up to euro 400 million convertible bond with a conversion rate of euro 7,60 and of an up to euro 600 million bond issue, for the purpose of improving both liquidity and the Group's capital adequacy.