MIG HOLDINGS S.A.
Resolutions of the 2nd Reiterative Extraordinary General Meeting
MARFIN INVESTMENT GROUP HOLDINGS S.A. hereby announces that, on 24.11.2008, the 2nd Reiterative Extraordinary General Meeting of the Company's Shareholders was held, with the participation of 290 shareholders in person or by proxy, representing 42.26% of the Company's share capital, and adopted the following resolutions:
1. Increase of the Company's share capital through payment in cash, up to the amount of 540,000,000 euros with the issuance of 1,000,000,000 new common registered shares of a par value of 0.54 euros each, which will be disposed at an above par price, and respective amendment of article 5, para. 1 of the Company's Articles. Furthermore, the General Meeting was informed by the Board of Directors with regard to the utilization of the funds raised from the share capital increase of 29.3.2007, and approved the general directions of the Company's investment plan, as announced by the Board, and the indicative schedule of implementation.
2. Abolition of the existing shareholders' first refusal rights in the share capital increase, as to the shares to be issued, and disposal of the new shares to strategic and/or institutional investors by decision of the Board.
3. Authorization to the Board of Directors, pursuant to article 13, para. 6 of law 2190/1920, to determine the disposal price of the new shares, either on their entirety on in increments, within one year from the adoption of this resolution by the General Meeting. The disposal price that the Board of Directors is authorized to determine shall not be less than 5 euros per share. The entire amount of funds to be raised from the increase will amount to a maximum of approximately 5,000,000,000 euros. The shares to be issued as a result of the share capital increase will be listed for trading in the Athens Stock Exchange.
4. Empowerment of the Board of Directors to regulate all matters pertaining to the issuance of a Prospectus, the granting of licenses and permits by the Capital Market Commission and the Athens Stock Exchange, the listing of the new shares in the ASE and any other relevant matter.
1. Increase of the Company's share capital through payment in cash, up to the amount of 540,000,000 euros with the issuance of 1,000,000,000 new common registered shares of a par value of 0.54 euros each, which will be disposed at an above par price, and respective amendment of article 5, para. 1 of the Company's Articles. Furthermore, the General Meeting was informed by the Board of Directors with regard to the utilization of the funds raised from the share capital increase of 29.3.2007, and approved the general directions of the Company's investment plan, as announced by the Board, and the indicative schedule of implementation.
2. Abolition of the existing shareholders' first refusal rights in the share capital increase, as to the shares to be issued, and disposal of the new shares to strategic and/or institutional investors by decision of the Board.
3. Authorization to the Board of Directors, pursuant to article 13, para. 6 of law 2190/1920, to determine the disposal price of the new shares, either on their entirety on in increments, within one year from the adoption of this resolution by the General Meeting. The disposal price that the Board of Directors is authorized to determine shall not be less than 5 euros per share. The entire amount of funds to be raised from the increase will amount to a maximum of approximately 5,000,000,000 euros. The shares to be issued as a result of the share capital increase will be listed for trading in the Athens Stock Exchange.
4. Empowerment of the Board of Directors to regulate all matters pertaining to the issuance of a Prospectus, the granting of licenses and permits by the Capital Market Commission and the Athens Stock Exchange, the listing of the new shares in the ASE and any other relevant matter.