Marfin Popular Bank announces that the Notice of the Extraordinary General Meeting of the Company's shareholders, which will take place on December 17, 2007 at 5.00 pm at the Hilton Cyprus Hotel in Nicosia, as well as an explanatory letter, which is quoted hereinbelow, have been mailed to the shareholders on November 23, 2007.
"19 November 2007
Dear Shareholder
We wish to inform you of the Extraordinary General Meeting of the MARFIN POPULAR BANK PUBLIC CO LTD (the ?Company?) that will take place on 17 December 2007 at 5.00 pm at the Hilton Cyprus Hotel in Nicosia.
With reference to the Resolutions, which are included in the Notice dated 19 November 2007, we give the following clarifications.
1. SPECIAL RESOLUTION
The existing Articles of Association of the Company designate that the Board of Directors may elect a Chairman and a Vice-Chairman.
With the Special Resolution the Company proposes the amendment of Article 104 of the Articles of Association so that the Board of Directors may elect a Chairman who shall be non-executive and two Vice-Chairmen, one executive and the other non-executive.
The proposed amendment for the non-executive Chairman reflects in the Articles of Association the Principles of Corporate Governance already implemented by the Company and the election of two Vice-Chairmen gives, in addition to the above, increased flexibility to the Management of the Company for the execution of its duties.
Subject to the above, an amendment of Article 60 is also proposed so that in case of absence of the Chairman, the presence of two Vice-Chairmen should be taken into account in order to decide the person who will chair the General Meetings of the Company, that person being the senior in age of the two Vice-Chairmen.
2. FIRST ORDINARY RESOLUTION
The Company continues to hold 53.532.184 shares (6,45% of the total share capital) of Marfin Investment Group S.A. Holdings (MIG).
On 12.10.2007 the Company informed its shareholders for its intention to sell the said stake after expiry of the compulsory holding period of the shares i.e. after 16.1.2008 via private placement preferably to one strategic investor. The Company's decision was taken on the basis of the Company's declared strategy of focusing on banking and related operations and using all of its capital to fund its very rapid organisational growth.
The Company has already been informed from its shareholder, Dubai Financial Group LLC, for its interest to purchase all of the said stake in MIG at the price of Euro 7 per share.
With the First Ordinary Resolution the approval of the Extraordinary General Meeting is requested for the sale to Dubai Financial Group LLC 53.532.184 shares, i.e. 6,45% of the share capital held by the Company in MARFIN INVESTMENT GROUP S.A. HOLDINGS at the price of Euro 7 per share.
3. SECOND ORDINARY RESOLUTION
In accordance with the Adoption of the Euro Law of 2007 the Company is required as from 1st January 2008 to convert into Euro its share capital which is expressed in Pounds. For this purpose the company proposes to convert and round upwards the nominal value of its share with the consequent increase of its share capital in accordance with the provisions of the above Law.
With the Second Ordinary Resolution the Company proposes the convertion of the nominal value of its share to Euro 0,86, the convertion and increase of its nominal share capital to Euro 817.000.000 and of the issued share capital to Euro 685.147.177,04 by the capitalisation of part of its share capital reserve.
You have the right, if you so wish, to attend the Extraordinary General Meeting and vote personally. You may also appoint a proxy to attend and vote on your behalf (the relevant proxy document is enclosed). The proxy documents must be submitted to 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 General Meeting.
Yours sincerely,
Efthymios Bouloutas Christos Stylianides
Deputy Chief Executive Officer Deputy Chief Executive Officer"