GENERAL BANK OF GREECE S.A.
SHARE CAPITAL INCREASE IN CASH IN FAVOUR OF EXISTING SHAREHOLDERS
EX-RIGHTS DATE AND TRADING PERIOD FOR PRE-EMPTION RIGHTS
EX-RIGHTS DATE: 23.10.2007
EXERCISE PERIOD FOR PRE-EMPTION RIGHTS: 29.10.2007 - 12.11.2007
TRADING PERIOD FOR PRE-EMPTION RIGHTS: 29.10.2007 - 06.11.2007
Advisor: EFG Telesis Finance The Board of Directors of the GENIKI Bank ("Bank") informs the public of the following:
1. The Annual General Shareholders Meeting held on 28 June, 2007, resolved the increase of the share capital of the Bank by euro 56.227.585,15 in cash through the issue of 52.549.145 new shares, of nominal value euro 1,07 ("New Shares") offered at euro 4 ("Subscription Price"), in favour of existing shareholders, in a ratio of 9 New Shares for every 10 old. The Subscription Price of the New Shares may exceed the trading price on the ex-rights date. All New Shares will be registered as ordinary voting shares in electronic form and will be entitled to dividend for the financial year 2007. If the increase is fully subscribed, the Bank's share capital will amount to euro 118.702.679, 88 divided into 110.937.084 shares, of nominal value euro 1, 07. The funds raised are expected to amount to euro 210.196.580,00. The excess above par of the proceeds from New Shares will be credited to the Share Premium Account.
2. Those entitled to pre-emption rights ("Pre-emption Rights") include: (i) existing shareholders of the Bank after the close of business and settlement of transactions of the Athens Exchange on the working day before the ex-rights date, that is 22.10.2007, and are entitled to pre-emption Rights during the exercise period, and (ii)those who will acquire Pre-emption Rights from trading on the Athens Exchange. From 23.10.2007 the Bank's shares will be traded on the Athens Exchange without the right to participate in the share capital increase. As of the same date, 23.10.2007, the opening price of the Bank's shares on the Athens Exchange will be set in accordance with the Athens Exchange Rulebook together with the Resolution 35/24.11.2005 of the Board of Directors of Athens Exchange, as in force. The exercise period for Pre-emption Rights will last from 29.10.2007 to 12.11.2007 ("Subscription Period"). Pre-emption Rights for New Shares are transferable and will be traded on the Athens Exchange for the duration of the Subscription Period excluding the last 4 working days, which is from 29.10.2007 to the close of business on 06.11.2007. Pre-emption Rights will be credited to the investor's account in the Electronic (Dematerialised) Securities System (DSS) at the start of trading on 29.10.2007. Pre-emption Rights not exercised within the Subscription Period that is by 12.11.2007 expire and cease to exist. In order to exercise their Pre-emption Rights, holders will need to submit a written declaration at the branches of the Bank and at the selected branches of EFG Eurobank: Amfissa, N. Moudania, Chalkidiki, Naxos, Zakynthos, Katerini, Grevena, Argostoli Kefalonia and Karpenisi during working hours, or through a broker or other custodian, together with the necessary documentation and simultaneous payment in cash of the total Subscription Price of the New Shares which correspond to the rights exercised. In particular, for the exercise of Pre-emption Rights at the Bank's branches, holders will need to: a) produce their identification card, their tax registration number, a printout of their DSS details and the relevant Certificate of Commitment to Exercise Pre-emption Rights, which they should obtain from their authorized securities account operator (broker or custodian) or H.E.L.E.X. (if their shares are held in a special account of the D.S.S.) b) declare their investor account record number in DSS, securities account number in DSS, and authorized securities account operator c) make a cash payment in a special bank account opened for the purposes of the Offering equal to the total Subscription Price for the New Shares (euro 4 per share) corresponding to the Pre-emption Rights exercised. Those having exercised Pre-emption Rights will obtain a receipt, which does not represent a temporary security and is not negotiable. Fractions of shares shall not be used. That is why shareholders are advised to acquire a number of Pre-emption Rights, either through purchase of existing shares of the Bank or through purchase of such rights during their trading, such that during the exercise of Pre-emption Rights, a whole (non-fractional) number of New Shares results.
3. After the exercise period of pre-emption rights, the Board of Directors of the Bank at its session will determine the existence of any undistributed shares. In the event that there undistributed shares, the Board of Directors of the Bank is authorized by the Annual General Meeting to offer any undistributed shares at its discretion to third parties at the Subscription Price, in accordance with Law 2190/1920, article 13. It is noted that Societe Generale expressed its intention to the Annual General Meeting on 28 June 2007 to purchase any undistributed shares. If there are any undistributed shares, the Board of Directors of the Bank will examine simultaneously Societe Generale's and any third parties request for undistributed shares. If any shares remain unsubscribed, the Bank's share capital will be increased by whatever amount is subscribed, in accordance with Law 2190/1920, article 13a.
4. This announcement should be read in conjunction with the Greek Offer Memorandum for the increase in share capital of the Bank which, as approved by the Board of Directors of the Capital Markets Commission on 19 October 2007, is available to the public from 22.10.07 on the websites of the Bank (www.geniki.gr ), the website of the Advisor EFG Telesis Finance (www.efgtelesis.gr ) , the Capital Market Commission (www.hcmc.gov.gr ) and the Athens Exchange (www.ase.gr ). Furthermore, the Greek Offer Memorandum will be available to the public and in printed form - free of expense, if requested, at the Bank's branches and at EFG Telesis Finance (Fillelinon 10,105 57 Athens) during the Subscription Period. The date of trading of the New Shares, after the completion of the share capital increase, will be determined by the Bank's Board of Directors and will be announced to the public in due course.
For further information, Shareholders are kindly requested to contact the Bank's Shareholders' Department: 109-111, Mesogeion Ave., 115 10 Athens, tel. +30 210 697 54 76 Ms Ch.Tzamali and +30 210 697 57 04 Ms S. Franses.
EX-RIGHTS DATE: 23.10.2007
EXERCISE PERIOD FOR PRE-EMPTION RIGHTS: 29.10.2007 - 12.11.2007
TRADING PERIOD FOR PRE-EMPTION RIGHTS: 29.10.2007 - 06.11.2007
Advisor: EFG Telesis Finance The Board of Directors of the GENIKI Bank ("Bank") informs the public of the following:
1. The Annual General Shareholders Meeting held on 28 June, 2007, resolved the increase of the share capital of the Bank by euro 56.227.585,15 in cash through the issue of 52.549.145 new shares, of nominal value euro 1,07 ("New Shares") offered at euro 4 ("Subscription Price"), in favour of existing shareholders, in a ratio of 9 New Shares for every 10 old. The Subscription Price of the New Shares may exceed the trading price on the ex-rights date. All New Shares will be registered as ordinary voting shares in electronic form and will be entitled to dividend for the financial year 2007. If the increase is fully subscribed, the Bank's share capital will amount to euro 118.702.679, 88 divided into 110.937.084 shares, of nominal value euro 1, 07. The funds raised are expected to amount to euro 210.196.580,00. The excess above par of the proceeds from New Shares will be credited to the Share Premium Account.
2. Those entitled to pre-emption rights ("Pre-emption Rights") include: (i) existing shareholders of the Bank after the close of business and settlement of transactions of the Athens Exchange on the working day before the ex-rights date, that is 22.10.2007, and are entitled to pre-emption Rights during the exercise period, and (ii)those who will acquire Pre-emption Rights from trading on the Athens Exchange. From 23.10.2007 the Bank's shares will be traded on the Athens Exchange without the right to participate in the share capital increase. As of the same date, 23.10.2007, the opening price of the Bank's shares on the Athens Exchange will be set in accordance with the Athens Exchange Rulebook together with the Resolution 35/24.11.2005 of the Board of Directors of Athens Exchange, as in force. The exercise period for Pre-emption Rights will last from 29.10.2007 to 12.11.2007 ("Subscription Period"). Pre-emption Rights for New Shares are transferable and will be traded on the Athens Exchange for the duration of the Subscription Period excluding the last 4 working days, which is from 29.10.2007 to the close of business on 06.11.2007. Pre-emption Rights will be credited to the investor's account in the Electronic (Dematerialised) Securities System (DSS) at the start of trading on 29.10.2007. Pre-emption Rights not exercised within the Subscription Period that is by 12.11.2007 expire and cease to exist. In order to exercise their Pre-emption Rights, holders will need to submit a written declaration at the branches of the Bank and at the selected branches of EFG Eurobank: Amfissa, N. Moudania, Chalkidiki, Naxos, Zakynthos, Katerini, Grevena, Argostoli Kefalonia and Karpenisi during working hours, or through a broker or other custodian, together with the necessary documentation and simultaneous payment in cash of the total Subscription Price of the New Shares which correspond to the rights exercised. In particular, for the exercise of Pre-emption Rights at the Bank's branches, holders will need to: a) produce their identification card, their tax registration number, a printout of their DSS details and the relevant Certificate of Commitment to Exercise Pre-emption Rights, which they should obtain from their authorized securities account operator (broker or custodian) or H.E.L.E.X. (if their shares are held in a special account of the D.S.S.) b) declare their investor account record number in DSS, securities account number in DSS, and authorized securities account operator c) make a cash payment in a special bank account opened for the purposes of the Offering equal to the total Subscription Price for the New Shares (euro 4 per share) corresponding to the Pre-emption Rights exercised. Those having exercised Pre-emption Rights will obtain a receipt, which does not represent a temporary security and is not negotiable. Fractions of shares shall not be used. That is why shareholders are advised to acquire a number of Pre-emption Rights, either through purchase of existing shares of the Bank or through purchase of such rights during their trading, such that during the exercise of Pre-emption Rights, a whole (non-fractional) number of New Shares results.
3. After the exercise period of pre-emption rights, the Board of Directors of the Bank at its session will determine the existence of any undistributed shares. In the event that there undistributed shares, the Board of Directors of the Bank is authorized by the Annual General Meeting to offer any undistributed shares at its discretion to third parties at the Subscription Price, in accordance with Law 2190/1920, article 13. It is noted that Societe Generale expressed its intention to the Annual General Meeting on 28 June 2007 to purchase any undistributed shares. If there are any undistributed shares, the Board of Directors of the Bank will examine simultaneously Societe Generale's and any third parties request for undistributed shares. If any shares remain unsubscribed, the Bank's share capital will be increased by whatever amount is subscribed, in accordance with Law 2190/1920, article 13a.
4. This announcement should be read in conjunction with the Greek Offer Memorandum for the increase in share capital of the Bank which, as approved by the Board of Directors of the Capital Markets Commission on 19 October 2007, is available to the public from 22.10.07 on the websites of the Bank (www.geniki.gr ), the website of the Advisor EFG Telesis Finance (www.efgtelesis.gr ) , the Capital Market Commission (www.hcmc.gov.gr ) and the Athens Exchange (www.ase.gr ). Furthermore, the Greek Offer Memorandum will be available to the public and in printed form - free of expense, if requested, at the Bank's branches and at EFG Telesis Finance (Fillelinon 10,105 57 Athens) during the Subscription Period. The date of trading of the New Shares, after the completion of the share capital increase, will be determined by the Bank's Board of Directors and will be announced to the public in due course.
For further information, Shareholders are kindly requested to contact the Bank's Shareholders' Department: 109-111, Mesogeion Ave., 115 10 Athens, tel. +30 210 697 54 76 Ms Ch.Tzamali and +30 210 697 57 04 Ms S. Franses.