PRIORITY EX-RIGHT DATE: 18/06/2007.
EXERCISE PERIOD FOR PRIORITY RIGHTS: 22/06/2007 - 06/07/2007.
TRADING PERIOD OF THE RIGHTS: 22/06/2007 - 02/07/2007.
Financial Advisor: INVESTMENT BANK OF GREECE S.A.
The Board of Directors of the Company MARFIN INVESTMENT GROUP HOLDINGS S.A. (hereinafter referred to as the "Company") hereby announces to the Shareholders the following:
The Ordinary General Shareholder Meeting held on 29/03/2007 resolved upon the Company's Share Capital Increase by the amount of four hundred eighteen million three hundred sixteen thousand five hundred fifty euros and twelve cents (418,316,550.12 euro) through the issuance of seven hundred seventy four million six hundred sixty thousand two hundred seventy eight (774,660,278) new common registered shares each with par value fifty four cents (0.54 euro), by cash payment and priority rights to existing shareholders.
The existing shareholders are entitled to participate in the Share Capital Increase with a rate of fourteen (14) new common registered shares of the Company for each one (1) previous common registered share. The issue price of the new shares amounts to six euros and seventy cents (6.70 euro) per share. The balance between the issue price and the nominal value of each share, amounting in total to four billion seven hundred seventy one million nine hundred seven thousand three hundred twelve euros and forty eight cents (4,771,907,312.48 euro), will be recognised, pursuant to the law and the Articles of Association, by crediting the "Share Premium" account.
Following the above increase, the Company's share capital amounts to four hundred forty eight million one hundred ninety six thousand three hundred three euros and seventy cents (448,196,303.70 euro), divided into eight hundred twenty nine million nine hundred ninety three thousand one hundred fifty five (829,993,155) registered shares with par value fifty four cents (0.54 euro) each. The total proceeds from the issuance will amount to five billion one hundred ninety million two hundred twenty three thousand eight hundred sixty two euros and sixty cents (5,190,223,862.60 euro).
On 18/04/2007, resolution Κ2-5303/18.04.2007 of the Minister of Development who approved of the share capital increase by cash payment was filed in the Companies' Registry.
As of the closing of the 15/06/2007 trading session of the Athens Exchange, the Company's shareholders have priority rights to participate in the share capital increase by cash payment. As of 18/06/2007, the Company's will be listed in the Athens Exchange without the right of participation in the share capital increase by cash payment. As of that same date, i.e. 18/06/2007, the opening price for the Company's shares at the Athens Exchange will be formed pursuant to the Athens Exchange Rulebook, in conjunction with resolution 35/24.11.2005 of the of the Athens Exchange Board of Directors, as it stands.
According to the resolution of the Ordinary General Shareholders Meeting held on 29/03/2007, the issue price of the newly-issued shares will be in effect regardless of the Company's share price in the Athens Exchange on the priority ex-rights date, in accordance with the provisions of article 306 of the Athens Exchange Rulebook.
The period of exercise of the priority right will commence on 22/06/2007 and expire on 06/07/2007.
The commencement of trading of the rights on the electronic transaction system of the Stock Exchange coincides with the commencement of the period of their exercise. It is noted that no trading of rights will be possible during the last four (4) business days prior to the expiration of their exercise. The trade of the rights on the electronic transaction system of the Athens Exchange will expire at the end of the 02/07/2007 trading session.
The priority rights for the acquisition of the new shares are transferable and will be subject to trading on the Athens Exchange. The rights will be credited to the Accounts of each beneficiary in the Dematerialised Securities System, on the date of commencement of their trading. Any rights not exercised by the end of the respective period (i.e. until 06/07/2007), will cease to be in effect.
The exercise of the priority rights will take place during business days and hours through the banking network of "EGNATIA BANK S.A.". For their facilitation, beneficiaries may refer to the entire banking network of "MARFIN BANK S.A." and "LAIKI BANK (HELLAS) S.A.", which will forward the relevant declarations regarding the exercise of the priority rights to "EGNATIA BANK S.A.". In order to be able to exercise their priority right, Shareholders must submit their ID, the Dematerialised Securities System details' print-out, their tax registration number and the relevant Certificate of Blocking of Rights for the exercise of Priority Rights, which they will obtain from their account operator [or from "HELLENIC STOCK EXCHANGES S.A." (former Central Securities Depository-CSD)] if their shares are at the Special Account of the Incorporeal Securities System). It is noted that, on exercising their rights, the Shareholders must also state the following: a) the investor's account number in the Dematerialised Securities System, b) the securities account number at the Dematerialised Securities System and c) the authorised securities account operator. It is further noted that the beneficiaries of priority rights may duly authorize their securities account operator to take all necessary action on their behalf for the purpose of exercising their priority rights with regard to the aforementioned share capital increase.
At the time of their subscription, on exercising their rights the Shareholders must pay the amount corresponding to the value of the new shares (6.70 EURO per share) in respect of which they will subscribe to a special account opened by the Company within "EGNATIA BANK S.A." to that effect, either directly or through "MARFIN BANK S.A." and "LAIKI BANK (HELLAS) S.A.", without the Company's intermediation. A relevant receipt will be given to the subscribers, which does not constitute a security but a provisional share certificate and is not tradable in the Athens Exchange.
In the case where the Share Capital Increase is not fully subscribed by the existing shareholders (through the exercise of their priority rights), any unsubscribed shares will be freely disposed at the discretion of the Company's Board of Directors. In case there are still unsubscribed shares after that, the Share Capital will be increased up to the amount of the subscriptions pursuant to the provisions of article 13a of companies law 2190/1920.
The new shares which will derive from this increase will be dematerialised and entitled to dividends out of the profits of financial year 2007.
The Prospectus regarding the Company's share capital increase, as approved by the Board of Directors of the Hellenic Capital Market Commission on 13/06/2007, will be available from 15/06/2007 in printed form at the Company's head offices at 24 Kifissias Avenue, 151 25 Maroussi, and also at the offices of the Financial Advisor "INVESTMENT BANK OF GREECE S.A.", as well as in electronic form on the webpage of the Athens Exchange (www.ase.gr), of the Hellenic Capital Market Commission (www.hcmc.gr) and the Company (www.marfingroup.gr).
The date of commencement of trading of the new shares on the Athens Exchange, following completion of the share capital increase, will be resolved by the Board of Directors of the Company and announced in a separate announcement.
For further information, Shareholders may refer to the Company Shareholders Information Desk (Mrs. Maria Spanaki, tel.: +30 210 8170245, fax: +30 210 6893550), during business days and hours.