CYPRUS POPULAR BANK PUBLIC CO LTD
Explanatory note regarding the agenda of the Extraordinary General Meeting of 19/05/2009.
Please find herein below an explanatory note addressed to the Shareholders of Marfin Popular Bank Public Co Ltd, giving information for the Extraordinary General Meeting that will take place on 19 May 2009.
"7 May 2009
Dear shareholder,
We communicate with you today to notify you of the Extraordinary General Meeting of Shareholders of MARFIN POPULAR BANK PUBLIC CO LTD (the "Bank") to be held on 19 May 2009, at 6 pm, at the Hilton Hotel Cyprus in Nicosia.
The following clarifications are given below in regard to the Resolutions contained in the Notice of the Extraordinary General Meeting of the Bank dated 22 April 2009:
1.FIRST ORDINARY RESOLUTION
The Extraordinary General Meeting of Shareholders, which took place on 17 April 2007, instituted a Share Options Scheme for the members of the Board of Directors and the employees of the Bank, as well as its affiliated and associated companies. Under the Scheme in question, the price for the exercise of each Share Option was set at ten euros (euro 10).
In view of the changed conditions in the domestic and foreign markets, the Extraordinary General Meeting is being called to decide on the revision of the terms of the above Scheme, including the exercise price of the Shares Options.
2.FIRST SPECIAL RESOLUTION
The Extraordinary General Meeting of Shareholders of 17 April 2007 authorised the Board of Directors of the Bank to issue, in the framework for the implementation of the Share Options Scheme, up to 80,000,000 shares of the Bank of nominal value eighty five cents (euro 0.85) each, without such shares first being offered to existing shareholders of the Bank in accordance with the Bank's Articles of Association and the law.
In the light of the amendments to the terms of the scheme under the First Ordinary Resolution, the First Special Resolution proposes that the aforesaid authorisation be confirmed by the General Meeting.
3.SECOND ORDINARY RESOLUTION
The Bank's nominal share capital currently stands at 807,500,000 euros.
The Second Ordinary Resolution calls for the approval of the increase in the Bank's nominal capital to 935,000,000 euros so as to enable the issue of shares in the event that the Alternative Satisfaction Mechanism of Interest not Paid is activated in the framework of the terms of the Capital Securities, as detailed below, as well as for other possible future share issues, such as in the event of reinvestment of dividend or exercise of Shares Options.
4.SECOND SPECIAL RESOLUTION
The terms of the issue of Capital Securities of up to 250 million euros in one or more tranches, which were approved by the Bank's Board of Directors at its meeting on 19th March 2009, provide that in the event of non-payment of interest due to the registered holders of Capital Securities, the Bank may at its sole discretion, and following approval by the Central Bank, cover such unpaid interest payment by issuing to registered holders of Capital Securities ordinary or preference shares in the Bank ("Alternative Satisfaction Mechanism for Interest not Paid"). The issue price of such shares will be set by the Bank's Board of Directors at a reasonable level, which may be above par.
Under the terms of issue of the aforementioned Securities, where the Bank has decided to activate the Interest Satisfaction Mechanism for Interest not Paid it must retain an authorised/not issued number of shares which it may deem from time to time to be adequate.
The Second Special Resolution calls on the General Meeting to approve the authorisation of the Board of Directors for the issue of up 103,000,000 ordinary or preference shares of the Bank of nominal value eighty five cents (euro 0.85) each, without such shares first being offered to existing shareholders of the Bank in accordance with the Bank's Articles of Association and the law, so as to satisfy the terms of issue of the aforesaid Securities, in the event that, following approval by the Central Bank of Cyprus, the Alternative Satisfaction Mechanism for Unpaid Interest is put into effect.
You have the right, if you wish, to attend the Extraordinary General Meeting and to vote in person. You may also appoint a proxy to attend and vote on your behalf (the necessary proxy form is available at the Bank's website (www.laiki.com). The instruments appointing a proxy must be deposited at the Bank?s Head Office in 154 Limassol Avenue, P.S. 2025 (P.O.Box 22032, P.S. 1598), Nicosia, at least 48 hours before the date fixed for the Meeting.
Yours sincerely
Efthimios Bouloutas
Group Chief Executive Officer"
"7 May 2009
Dear shareholder,
We communicate with you today to notify you of the Extraordinary General Meeting of Shareholders of MARFIN POPULAR BANK PUBLIC CO LTD (the "Bank") to be held on 19 May 2009, at 6 pm, at the Hilton Hotel Cyprus in Nicosia.
The following clarifications are given below in regard to the Resolutions contained in the Notice of the Extraordinary General Meeting of the Bank dated 22 April 2009:
1.FIRST ORDINARY RESOLUTION
The Extraordinary General Meeting of Shareholders, which took place on 17 April 2007, instituted a Share Options Scheme for the members of the Board of Directors and the employees of the Bank, as well as its affiliated and associated companies. Under the Scheme in question, the price for the exercise of each Share Option was set at ten euros (euro 10).
In view of the changed conditions in the domestic and foreign markets, the Extraordinary General Meeting is being called to decide on the revision of the terms of the above Scheme, including the exercise price of the Shares Options.
2.FIRST SPECIAL RESOLUTION
The Extraordinary General Meeting of Shareholders of 17 April 2007 authorised the Board of Directors of the Bank to issue, in the framework for the implementation of the Share Options Scheme, up to 80,000,000 shares of the Bank of nominal value eighty five cents (euro 0.85) each, without such shares first being offered to existing shareholders of the Bank in accordance with the Bank's Articles of Association and the law.
In the light of the amendments to the terms of the scheme under the First Ordinary Resolution, the First Special Resolution proposes that the aforesaid authorisation be confirmed by the General Meeting.
3.SECOND ORDINARY RESOLUTION
The Bank's nominal share capital currently stands at 807,500,000 euros.
The Second Ordinary Resolution calls for the approval of the increase in the Bank's nominal capital to 935,000,000 euros so as to enable the issue of shares in the event that the Alternative Satisfaction Mechanism of Interest not Paid is activated in the framework of the terms of the Capital Securities, as detailed below, as well as for other possible future share issues, such as in the event of reinvestment of dividend or exercise of Shares Options.
4.SECOND SPECIAL RESOLUTION
The terms of the issue of Capital Securities of up to 250 million euros in one or more tranches, which were approved by the Bank's Board of Directors at its meeting on 19th March 2009, provide that in the event of non-payment of interest due to the registered holders of Capital Securities, the Bank may at its sole discretion, and following approval by the Central Bank, cover such unpaid interest payment by issuing to registered holders of Capital Securities ordinary or preference shares in the Bank ("Alternative Satisfaction Mechanism for Interest not Paid"). The issue price of such shares will be set by the Bank's Board of Directors at a reasonable level, which may be above par.
Under the terms of issue of the aforementioned Securities, where the Bank has decided to activate the Interest Satisfaction Mechanism for Interest not Paid it must retain an authorised/not issued number of shares which it may deem from time to time to be adequate.
The Second Special Resolution calls on the General Meeting to approve the authorisation of the Board of Directors for the issue of up 103,000,000 ordinary or preference shares of the Bank of nominal value eighty five cents (euro 0.85) each, without such shares first being offered to existing shareholders of the Bank in accordance with the Bank's Articles of Association and the law, so as to satisfy the terms of issue of the aforesaid Securities, in the event that, following approval by the Central Bank of Cyprus, the Alternative Satisfaction Mechanism for Unpaid Interest is put into effect.
You have the right, if you wish, to attend the Extraordinary General Meeting and to vote in person. You may also appoint a proxy to attend and vote on your behalf (the necessary proxy form is available at the Bank's website (www.laiki.com). The instruments appointing a proxy must be deposited at the Bank?s Head Office in 154 Limassol Avenue, P.S. 2025 (P.O.Box 22032, P.S. 1598), Nicosia, at least 48 hours before the date fixed for the Meeting.
Yours sincerely
Efthimios Bouloutas
Group Chief Executive Officer"