Marfin Popular Bank Public Co Ltd announces that an Extraordinary General Meeting will be held at the International Conference Center, Nicosia on the 17 April, 2007, immediately after the conclusion of the business of the Annual General Meeting to be held on the same day. The relevant notice, which was sent to the Shareholders ia as follows:
?NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of the shareholders of MARFIN POPULAR BANK PUBLIC CO LTD (the Company), will be held at the International Conference Center, Nicosia, on Tuesday, the 17 April, 2007 at 6:00 p.m., or immediately after the conclusion of the business of the Annual General Meeting to be held on the same day, to consider and, if thought fit, pass the following Ordinary Resolutions as they are proposed or with such amendments as the Extraordinary General Meeting will approve and the Special Resolutions as they are proposed.
1. ORDINARY RESOLUTION: The issue of a Share Options Scheme for the Members of the Board of Directors and the employees of the Company as well as its affiliated and associated companies. The shares which may be issued for the implementation of the Scheme shall not exceed 80.000.000 and will be of the same nominal value as the existing issued shares, i.e. fifty cents (CYP0,50) each. The exercise price of each Share Option shall amount to ten euro (?10). The provision of relevant authorisations to the Board of Directors of the Company in order to define the special terms of the Scheme within the above mentioned framework and proceed with any other action necessary for its materialisation. The validity of the present Resolution is subject to the approval of the Second (Special) Resolution (2) of the present Agenda.
2. SPECIAL RESOLUTION: The Board of Directors is authorised to issue within the framework of implementation of the Share Options Scheme which is issued with the First (Ordinary) Resolution of the present Agenda up to 80.000.000 shares of the Company of fifty cents (CYP0,50) nominal value each, without the shares being first offered to the existing shareholders of the Company as provided by the Articles of Association of the Company and the Law.
3. SPECIAL RESOLUTION: The buyback by the Company of its own shares, pursuant to the provisions of Articles 57A and subsequent provisions of the Companies? Law, Cap. 113. The minimum and maximum acquisition price of the shares of the Company will not exceed five per cent (5%) of the average market value of shares of the Company, over the last five trading sessions prior to such purchase. The Company will be able to acquire a number of shares, the total of the nominal value of which not exceeding at any time ten percent (10%) of the issued capital or twenty five per cent (25%) of the average market value of the transactions executed over the previous thirty days, whichever is smaller, within a period of 12 months following the date of the decision of the Extraordinary General Meeting of the Company. Shares can be acquired either by private agreement or by purchase in the market and the Company will have the right to hold them for a maximum period of two (2) years from the date of acquisition. The implementation of the present Resolution is subject to acquiring any possibly necessary approval or permit from the Central Bank of Cyprus.
The Board of Directors is authorised to proceed with all actions necessary for the materialisation of the present Resolution.
4. ORDINARY RESOLUTION: Instructions and authorization of the Board of Directors to elaborate and discuss with "Bank of Cyprus Public Company Ltd" the sectors and the terms for a strategic cooperation between the two Banks in order to generate synergies for the benefit of the shareholders of the two Banks.
A shareholder entitled to attend and vote at the Meeting, is entitled to appoint a proxy to attend and vote on his behalf. The proxy need not be a member of the Bank.
The date determining the persons entitled to exercise their voting rights at the above Meeting is set to be 11 April 2007. Therefore, transactions carried out from 12 April 2007 will not be taken into account for the purpose of exercising voting rights.
The instruments appointing a proxy must be deposited at the Bank''s Head Office, 154 Limassol Avenue, P.S. 2025 (P.O. Box 22032, P.S. 1598), Nicosia, at least 48 hours before the time fixed for the Meeting.?