ΕΜΠΟΡΙΚΗ ΤΡΑΠΕΖΑ ΤΗΣ ΕΛΛΑΔΟΣ Α.Ε.
Resolutions of the Extraordinary Shareholders Meeting.
Pursuant to the decision no. 3/347/12.07.2005 made by the BoD of the Hellenic Capital Market Commission, EMPORIKI BANK OF GREECE S.A. announces that on February 26th, 2009, the Extraordinary General Assembly of its Shareholders was held with 89 shareholders present, in person or through representation, representing 11.737.660 shares, of a total of 132.391.468 shares, i.e. 84,399% of the paid up share capital, and items to discuss and decide:
1. Increase of the capital of the Bank by payment in cash or/and by capitalization of reserves, authorization for the settlement of eventual share partial rights.
2. Modification of the article 5 of the Articles of Association of the Bank concerning the capital and the shares of the Bank. Modification of the articles 21, 22, 29 and 31 that concern the BoD. Codification of the AOA.
3. Validation of the election of new Members of the Board of Directors, replacing those who resigned.
4. Validation of the redetermination of Members of the Board of Directors according to L. 3016/2002.
5. Election of a new Board of Directors.
6. Other issues- Announcements.
During the discussion of the first issue, the shareholder Credit Agricole S.A., holding 72,558671% of the share capital mentioned the following:
Ladies and Gentlemen,
Please be advised that Credit Agricole S.A. intends (i) to participate and exercise its full preference rights in the proposed share capital increase of Emporiki Bank by payment in cash, however waiving its right for four (4) existing (old) shares for reasons of rounding figures, (ii) to take up under the same terms any remaining shares after the exercise of shareholders' preference rights that may be offered to Credit Agricole S.A. by the Board of Directors of Emporiki Bank in accordance with applicable law.
Further to these, the General Meeting of its Shareholders made the following decisions:
1. Approved the Share Capital Increase of the Bank by payment in cash of the amount of 849.511.894,00 euros by issue and offer 154.456.708 new, common, intangible, registered with vote rights shares of the Bank of nominal value euros 5,50 each and offer price euros 5,50 for each share with pre-emptive right to be provided to the shareholders at the ex rights date, which is two working days following starting date of the exercise of this pre-emptive right.
The above-mentioned capital will be used in order to enhance equity and improve the Bank s capital adequacy.
The starting date of the exercise of this pre-emptive right will be decided by the Bank s BoD, upon receival of the relevant approvals by the competent authorities and within the time framework provided for by law and the shareholders will be notified on time by announcement to the ATHEX Daily Bulletin.
The pre-emptive right will be exercised by cash within a term of 15 days from the date of this announcement of the BoD to the shareholders in ratio of 7 new shares for every 6 old shares.
Considering the letter dated 26.02.2009 of Credit Agricole S.A. regarding its intentions and specifically its waiving from its preference right of four (4) existing shares for reasons of rounding figures, it has been decided for those old shares not to issue new ones and therefore 154.456.708 new shares to be issued, as aforementioned. It has also been decided not to issue fractions of new shares.
If the price of disposal of the new shares exceeds the current quoted value, on the starting date of the exercise of the pre-emptive right, the Share Capital Increase will be still into force under the conditions approved by the Extraordinary General Meeting of the Shareholders of February 26th, 2006.
After the accomplishment of this procedure of the share capital increase, the total paid up share capital will amount up to euros 1.577.664.968,00, divided in 286.848.176 common, intangible, registered with vote rights shares of the Bank of nominal value euros 5,50 each.
The holders of new shares will be entitled to dividend for the year 2009 and further.
It also approved the offer by the BoD at its discretion, according to the article 6 of the Bank's Articles of Association, of the possible non subscribed part of this SCI with the relevant new shares and if that offer happens to be totally or partially impossible, then it approved the increase of the Bank's Share Capital at the actually subscribed amount, according to art. 13α para.1 of the Codified Law. 2190/1920, as well as of art. 11 para. 3 and 4 of the same law.
Finally, the General Assembly granted a special mandate and authorization to the Board of Directors to proceed in any action, declaration, announcement or juridical act, including the signing of documents and contracts for the successful accomplishment of the increase.
2. Approved the amendment of art. 5 of the Bank's Articles of Association regarding "Share Capital - Shares of the Bank" on the basis of the decision made on the Share Capital Increase. It also approved the codification of the Bank s Articles of Association.
As far as the amendment of the rest of the Articles of Association (apart from article 5), the discussion of this part of issue 2 was cancelled.
3. Ratified the election of new members of the Board of Directors in replacement of those members who have resigned. In particular:
. The election of Mr. Jean-Francois Marchal son of Jean, in replacement of Mr. Pierre-Rene-Henri Harang son of Jean who resigned,
. The election of Mr. Konstantinos Papadiamantis son of Pyrros, in replacement of Panagiotis Zafeiropoulos son of Dionysion who resigned,
. The election of Mr. George Spiliopoulos son of Konstantinos, in replacement of Mrs. Chralotte-Marie-Ypatia Stratos who resigned,
. The election of Mr. Bernard Mary son of Robert, in replacement of Mr. Philippe Dore son of Jacques who resigned, and
. The election of Mr. Alain Strub son of Andr', in replacement of Mr. Bernard De Wit son of Charles who resigned.
The service of the abovementioned members, as well as the service of the other BoD members, ends during the meeting of the Ordinary General Assembly of the Shareholders in 2011.
4. Ratified the redefinition of the capacity of the BoD Members Mr. Nikolaos Ebeoglou son of Michail and Mrs. Alexandra Papalexopoulou daughter of Theodoros from independent non-executive to non executive members of the BoD, which has been decided by the BoD on 24.4.2008, pursuant to L. 3016/2002.
5. Elected a new 20-member Board of Directots consisted of Messrs:
XXI. DE LEUSSE Jean-Frederic son of Dominique.
XXII. STRUB Alain son of Andre
XXIII. CHARRIER Bruno-Marie son of Bernard.
XXIV. BADRE Bertrand son of Denis.
XXV. DEMAZURE Luc son of Guy
XXVI. HOCHER Jean-Yves son of Joseph.
XXVII. MARCHAL Jean-Francois son of Jean.
XXVIII. MARY Bernard son of Robert.
XXIX. MAIOLI Giampiero son of Francesco
XXX. NANQUETTE Yves son of Henri-Jean.
XXXI. YANNAKIS Emmanuelle daughter of Emmanuel.
XXXII. DAVID Haralampos son of Georgios.
XXXIII. DIMAKAKOS Fokion son of Fotios.
XXXIV. EBEOGLOU Nikolaos son of Michael.
XXXV. CONSTANTAKOPOULOS Achilleus son of Vasileios.
XXXVI. PAPADIAMANTIS Konstantinos son of Pyrros.
XXXVII. PAPALEXOPOULOU Alexandra son of Theodoros.
XXXVIII. SPILIOPOULOS Georgios son of Konstantinos.
XXXIX. CHALKIDIS DESPINA daughter of Stefanos and
XL. CHATZOPOULOS Christoforos son of Andreas.
The service of the new-elected Board of Directors which will last 4 years begins on 26.02.2009 and expires the day on which the initial or after postponement Ordinary General Assembly of the Shareholders in 2013 will be held.
From the abovementioned elected members the General Assembly of the Shareholders defined as independent non-executive members, according to L. 3016/17.05.2002 "on corporate governance", as amended and for the test of their term, Mr. PAPADIAMANTIS Konstantinos son of Pyrros and Mr. CHATZOPOULOS Christoforos son of Andreas.
4. Other issues - Announcements.
There were no other issues discussed and nor any announcements made.
1. Increase of the capital of the Bank by payment in cash or/and by capitalization of reserves, authorization for the settlement of eventual share partial rights.
2. Modification of the article 5 of the Articles of Association of the Bank concerning the capital and the shares of the Bank. Modification of the articles 21, 22, 29 and 31 that concern the BoD. Codification of the AOA.
3. Validation of the election of new Members of the Board of Directors, replacing those who resigned.
4. Validation of the redetermination of Members of the Board of Directors according to L. 3016/2002.
5. Election of a new Board of Directors.
6. Other issues- Announcements.
During the discussion of the first issue, the shareholder Credit Agricole S.A., holding 72,558671% of the share capital mentioned the following:
Ladies and Gentlemen,
Please be advised that Credit Agricole S.A. intends (i) to participate and exercise its full preference rights in the proposed share capital increase of Emporiki Bank by payment in cash, however waiving its right for four (4) existing (old) shares for reasons of rounding figures, (ii) to take up under the same terms any remaining shares after the exercise of shareholders' preference rights that may be offered to Credit Agricole S.A. by the Board of Directors of Emporiki Bank in accordance with applicable law.
Further to these, the General Meeting of its Shareholders made the following decisions:
1. Approved the Share Capital Increase of the Bank by payment in cash of the amount of 849.511.894,00 euros by issue and offer 154.456.708 new, common, intangible, registered with vote rights shares of the Bank of nominal value euros 5,50 each and offer price euros 5,50 for each share with pre-emptive right to be provided to the shareholders at the ex rights date, which is two working days following starting date of the exercise of this pre-emptive right.
The above-mentioned capital will be used in order to enhance equity and improve the Bank s capital adequacy.
The starting date of the exercise of this pre-emptive right will be decided by the Bank s BoD, upon receival of the relevant approvals by the competent authorities and within the time framework provided for by law and the shareholders will be notified on time by announcement to the ATHEX Daily Bulletin.
The pre-emptive right will be exercised by cash within a term of 15 days from the date of this announcement of the BoD to the shareholders in ratio of 7 new shares for every 6 old shares.
Considering the letter dated 26.02.2009 of Credit Agricole S.A. regarding its intentions and specifically its waiving from its preference right of four (4) existing shares for reasons of rounding figures, it has been decided for those old shares not to issue new ones and therefore 154.456.708 new shares to be issued, as aforementioned. It has also been decided not to issue fractions of new shares.
If the price of disposal of the new shares exceeds the current quoted value, on the starting date of the exercise of the pre-emptive right, the Share Capital Increase will be still into force under the conditions approved by the Extraordinary General Meeting of the Shareholders of February 26th, 2006.
After the accomplishment of this procedure of the share capital increase, the total paid up share capital will amount up to euros 1.577.664.968,00, divided in 286.848.176 common, intangible, registered with vote rights shares of the Bank of nominal value euros 5,50 each.
The holders of new shares will be entitled to dividend for the year 2009 and further.
It also approved the offer by the BoD at its discretion, according to the article 6 of the Bank's Articles of Association, of the possible non subscribed part of this SCI with the relevant new shares and if that offer happens to be totally or partially impossible, then it approved the increase of the Bank's Share Capital at the actually subscribed amount, according to art. 13α para.1 of the Codified Law. 2190/1920, as well as of art. 11 para. 3 and 4 of the same law.
Finally, the General Assembly granted a special mandate and authorization to the Board of Directors to proceed in any action, declaration, announcement or juridical act, including the signing of documents and contracts for the successful accomplishment of the increase.
2. Approved the amendment of art. 5 of the Bank's Articles of Association regarding "Share Capital - Shares of the Bank" on the basis of the decision made on the Share Capital Increase. It also approved the codification of the Bank s Articles of Association.
As far as the amendment of the rest of the Articles of Association (apart from article 5), the discussion of this part of issue 2 was cancelled.
3. Ratified the election of new members of the Board of Directors in replacement of those members who have resigned. In particular:
. The election of Mr. Jean-Francois Marchal son of Jean, in replacement of Mr. Pierre-Rene-Henri Harang son of Jean who resigned,
. The election of Mr. Konstantinos Papadiamantis son of Pyrros, in replacement of Panagiotis Zafeiropoulos son of Dionysion who resigned,
. The election of Mr. George Spiliopoulos son of Konstantinos, in replacement of Mrs. Chralotte-Marie-Ypatia Stratos who resigned,
. The election of Mr. Bernard Mary son of Robert, in replacement of Mr. Philippe Dore son of Jacques who resigned, and
. The election of Mr. Alain Strub son of Andr', in replacement of Mr. Bernard De Wit son of Charles who resigned.
The service of the abovementioned members, as well as the service of the other BoD members, ends during the meeting of the Ordinary General Assembly of the Shareholders in 2011.
4. Ratified the redefinition of the capacity of the BoD Members Mr. Nikolaos Ebeoglou son of Michail and Mrs. Alexandra Papalexopoulou daughter of Theodoros from independent non-executive to non executive members of the BoD, which has been decided by the BoD on 24.4.2008, pursuant to L. 3016/2002.
5. Elected a new 20-member Board of Directots consisted of Messrs:
XXI. DE LEUSSE Jean-Frederic son of Dominique.
XXII. STRUB Alain son of Andre
XXIII. CHARRIER Bruno-Marie son of Bernard.
XXIV. BADRE Bertrand son of Denis.
XXV. DEMAZURE Luc son of Guy
XXVI. HOCHER Jean-Yves son of Joseph.
XXVII. MARCHAL Jean-Francois son of Jean.
XXVIII. MARY Bernard son of Robert.
XXIX. MAIOLI Giampiero son of Francesco
XXX. NANQUETTE Yves son of Henri-Jean.
XXXI. YANNAKIS Emmanuelle daughter of Emmanuel.
XXXII. DAVID Haralampos son of Georgios.
XXXIII. DIMAKAKOS Fokion son of Fotios.
XXXIV. EBEOGLOU Nikolaos son of Michael.
XXXV. CONSTANTAKOPOULOS Achilleus son of Vasileios.
XXXVI. PAPADIAMANTIS Konstantinos son of Pyrros.
XXXVII. PAPALEXOPOULOU Alexandra son of Theodoros.
XXXVIII. SPILIOPOULOS Georgios son of Konstantinos.
XXXIX. CHALKIDIS DESPINA daughter of Stefanos and
XL. CHATZOPOULOS Christoforos son of Andreas.
The service of the new-elected Board of Directors which will last 4 years begins on 26.02.2009 and expires the day on which the initial or after postponement Ordinary General Assembly of the Shareholders in 2013 will be held.
From the abovementioned elected members the General Assembly of the Shareholders defined as independent non-executive members, according to L. 3016/17.05.2002 "on corporate governance", as amended and for the test of their term, Mr. PAPADIAMANTIS Konstantinos son of Pyrros and Mr. CHATZOPOULOS Christoforos son of Andreas.
4. Other issues - Announcements.
There were no other issues discussed and nor any announcements made.