DECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF 02.04.2012
Marfin Popular Bank Public Co Ltd (the “Company”) announces that on 02.04.2012 an Extraordinary General Meeting was held with the participation, in person or by proxy, of 671 shareholders representing 833.195.006 shares, i.e. 51,72% of the Bank's share capital. During the Meeting concerned, discussion took place and decisions were taken on all the matters on the agenda, as follows:
1. Special Resolution 1
Approval was granted that, the authorised share capital of the Company which is Euro 2.465.000.000 divided into 2.900.000.000 ordinary shares of nominal value Euro 0,85 each, as well as the issued share capital of the Company which is Euro 1.369.443.974,30 divided into 1.611.110.558 ordinary fully paid shares of Euro 0,85 each, are reduced, the authorised share capital into Euro 290.000.000 divided into 2.900.000.000 ordinary shares of nominal value Euro 0,10 each and the issued share capital into Euro 161.111.055,80 divided into 1.611.110.558 ordinary fully paid shares of Euro 0,10 each, and that this reduction is carried out with the reduction of the nominal value of each ordinary share from Euro 0,85 each to Euro 0,10 each, for the purpose of writing off losses and/or losses of capital, and immediately after the above reduction the authorised share capital of the Company is re-increased to the amount of Euro 2.465.000.000,00 which will be divided into 24.650.000.000 ordinary shares of Euro 0,10 each.
Valid votes: 833.001.527 shares, i.e. 99,98% of the share capital represented
For: 809.208.698 shares, i.e. 97,14% of the valid shares
Against: 23.792.829 shares, i.e. 2,86% of the valid shares
Abstention: 193.478 shares, i.e. 0,02% of the share capital represented
2. Special Resolution 2
Approval was granted that, the share premium balance which is maintained under article 55 of the Companies Law, CAP 113, amounting upto Euro 1.900.000.000 is utilised for writing off losses of the Company.
Valid votes: 833.001.527 shares, i.e. 99,98% of the share capital represented
For: 809.208.698 shares, i.e. 97,14% of the valid shares
Against: 23.792.829 shares, i.e. 2,86% of the valid shares
Abstention: 193.478 shares, i.e. 0,02% of the share capital represented
3. Special Resolution 3
Approval was granted that the Board of Directors is authorised to issue and allot such number of shares for raising share capital of up to Euro 1.800.000.000 as follows:
(A) to investors of its choice as follows:
(i) up to 50% of the amount of Euro 1.800.000.000 at an issue price which will not be lower than Euro 0,30 per share, without these shares being firstly offered to the shareholders of the Company; or
(ii) up to 50% of the amount of Euro 1.800.000.000 with the issue and allotment by the Board of Directors at par of a Mandatory Convertible Bond (“MCB”) into shares, at a conversion price not less than Euro 0,30 and any other additional conditions to be determined by the Board of Directors and will be issued and converted into shares at their nominal value before the 31st December 2012, without the MCB and the shares that will result from the mandatory conversion to be offered to the existing shareholders of the Company;
and/or
(B) a Rights Issue up to the amount of Euro 1.800.000.000 to be offered pro-rata to existing shareholders with an exercise price lower than Euro 0,30 per share and with any other conditions to be determined by the Board of Directors and be included in a Prospectus.
The Board of Directors was authorised to decide and take action for the allotment, including the allotment to third parties, of any Rights offered to the shareholders and not taken up.
Valid votes: 832.782.667 shares, i.e. 99,95% of the share capital represented
For: 808.989.838 shares, i.e. 97,14% of the valid shares
Against: 23.792.829 shares, i.e. 2,86% of the valid shares
Abstention: 412.339 shares, i.e. 0,05% of the share capital represented
4. Special Resolution 4
Approval was granted that the Board of Directors is authorised to proceed with the issue of Enhanced Capital Securities (“ECS”) of a total nominal value of Euro 737.753.000 which will be issued to the holders of the capital securities (i) issued in 2008 (200.000 capital securities of nominal value Euro 1.000 each), (ii) issued in 2009 (242.229 capital securities of nominal value Euro 1.000 each) and (iii) issued in 2010 (295.524 capital securities of nominal value Euro 1.000 each), referred to as “Capital Securities Under Exchange”, who will accept the offer of the Company for the voluntary exchange of the Capital Securities Under Exchange with ECS at their nominal value.
The Board of Directors was authorised to proceed with the issue and allotment of the required number of shares, in the framework of the ECS conversion into ordinary shares of the Company which is activated under certain conditions to be determined in the issue terms of the ECS, as these will be defined by the Board of Directors and be included in a Prospectus, without these shares being firstly offered to the shareholders of the company but be allotted to the holders of the ECS.
Valid votes: 832.782.667 shares, i.e. 99,95% of the share capital represented
For: 808.989.838 shares, i.e. 97,14% of the valid shares
Against: 23.792.829 shares, i.e. 2,86% of the valid shares
Abstention: 412.339 shares, i.e. 0,05% of the share capital represented
5. Special Resolution 5
Approval was granted that the Board of Directors is authorised to proceed with the issue and allotment of new ordinary shares to the holders of capital securities (i) issued in 2008 CPBCS (200.000 capital securities of nominal value Euro 1.000 each), (ii) issued in 2009 CPBCB (242.229 capital securities of nominal value Euro 1.000 each) and (iii) issued in 2010 CPBCC (295.524 capital securities of nominal value Euro 1.000 each), referred to as “Capital Securities Under Exchange”, who will accept the offer of the Company, under such terms that will be determined by the Board of Directors and will be included in the Prospectus, for the voluntary exchange of Capital Securities Under Exchange they hold, at their nominal value, with ordinary shares of the Company at a conversion price to be determined during the Rights Issue in accordance with Special Resolution 3 (B). The maximum amount of Capital Securities Under Exchange that could be exchanged with shares will not exceed 50% of the total nominal value of Euro 737.753.000, while in case of oversubscription of the available amount, the allotment will be made pro rata. The shares that might be issued and allotted in the framework of such an offer for a voluntary exchange of the Capital Securities Under Exchange, will not be firstly offered to the existing shareholders of the Company.
Valid votes: 832.782.667 shares, i.e. 99,95% of the share capital represented
For: 808.989.838 shares, i.e. 97,14% of the valid shares
Against: 23.792.829 shares, i.e. 2,86% of the valid shares
Abstention: 412.339 shares, i.e. 0,05% of the share capital represented
6. Special Resolution 6
Approval was granted that the Special Resolution 1, as approved by the Extraordinary General Meeting dated 28 September 2011, is cancelled.
Valid votes: 833.001.527 shares, i.e. 99,98% of the share capital represented
For: 809.208.698 shares, i.e. 97,14% of the valid shares
Against: 23.792.829 shares, i.e. 2,86% of the valid shares
Abstention: 193.478 shares, i.e. 0,02% of the share capital represented
7. Special Resolution 7
Approval was granted that the Board of Directors is authorised to issue Share Warrants to (i) the acquirers of new shares to be issued by the Company under Special Resolutions 3(B) and/or 5 and (ii) at its absolute discretion to the acquirers of new shares to be issued by the Company under Special Resolution 3(A), in the ratio of one (1) free Share Warrant for every five (5) new shares to be acquired and with the exercise of one (1) Share Warrant one (1) new share will be allotted and with any other terms to be decided by the Board of Directors as included in a Prospectus. The above mentioned Share Warrants and the new shares resulting from the exercise of the Share Warrants will be issued to the beneficiaries without being firstly offered to the existing shareholders of the Company.
Valid votes: 832.782.667 shares, i.e. 99,95% of the share capital represented
For: 808.989.838 shares, i.e. 97,14% of the valid shares
Against: 23.792.829 shares, i.e. 2,86% of the valid shares
Abstention: 412.339 shares, i.e. 0,05% of the share capital represented
8. Special Resolution 8
Approval was granted that the name of the Company is changed to Cyprus Popular Bank Public Co Ltd.
Valid votes: 833.001.527 shares, i.e. 99,98% of the share capital represented
For: 809.208.698 shares, i.e. 97,14% of the valid shares
Against: 23.792.829 shares, i.e. 2,86% of the valid shares
Abstention: 193.478 shares, i.e. 0,02% of the share capital represented