Τ BANK Α.Τ.Ε.
Notification on the Decisions of the Extraordinary General Meeting of 23 July 2009 in accordance with Article 4.1.3.3 of the Rules of the Athens Stock Exchange
Ιn accordance with Article 4.1.3.3 of the Rules of the Athens Stock Exchange, ASPIS BANK ATE acknowledges the decisions of the Extraordinary General Meeting of 23 July 2009, attended by 99 shareholders representing 42,801,963 shares (including 42,774,219 shares (66.77%) deposited on time and 27,744 shares (0.05%) deposited late), out of a total of 64,064,054 shares, i.e. a percentage of 66.82% of the share capital. All decisions on the matters on the agenda were adopted unanimously.
More specifically, the following subjects and decisions were taken up by the abovementioned Extraordinary General Meeting:
Item 1: It was unanimously decided to rescind the decision of the Extraordinary General Meeting of shareholders of the Bank of 23 January 2009 and the amendment of Article 5 of the Articles of Association in accordance with the provisions of Law 3723/2008, in which it was decided to increase the share capital in the amount of eighty-nine million, nine hundred ninety-nine thousand, nine hundred ninety-nine euros and seventy-two cents (euro 89,999,999.72) by issuing 33,210,332 preferred shares with a nominal value of two euros and seventy-one cents (euro 2.71) each. The decision of the shareholders pursuant to which the Bank shall be submitted to the provisions of Law 3723/2008 and proceed in the future with the implementation of the share capital increase through the issuance of preferred shares in accordance with the legal framework applicable at that time, shall remain valid.
The Extraordinary General Meeting also decided unanimously to rescind the decision of the Extraordinary General Meeting of 23 January 2009 to amend Article 5 of the Articles of Association.
Item 2: It was unanimously decided to reduce the share capital by 135,175,153.94 euros in order to form an equivalent special reserve, by reducing the nominal value of shares worth 2.71 euros to 0.60 euros in accordance with the provisions of Article 4, Paragraph 4 of Codified Law 2190/1920, as amended by Article 32 of Law 3763/2009.
Also, it was decided to amend Article 5 of the Articles of Association of the Bank.
Item 3: It was unanimously decided to increase the nominal share capital of the Bank by seventy-six million, eight hundred seventy-six thousand, eight hundred sixty-four euros and eighty cents (euro 76,876,864.80) by payment of cash and issuing of one hundred twenty-eight million, one hundred twenty-eight thousand, one hundred and eight (128,128,108) new ordinary registered voting shares with a nominal value of 0.60 eu-ros each, with right of preference over existing shareholders, to raise capital amounting to one hundred twenty million euros (euro 120,000,000), but depending on the circumstances, the price may be set in a manner conducive to raising different amounts, ranging up to one hundred fifty million euros (euro 150,000,000). Moreover, it was decided to amend Article 5 of the Articles of Association of the Bank.
Further, the above recommendation was approved in is entirety, including authorization of the Board of Directors of the Bank to make all necessary arrangements and all necessary further decisions for authorizing any person it considers necessary for implementation with regard to this report.
Item 4: It was decided to amend Article 6 of the Articles of Association of the Bank to provide for the possibility and the conditions for issuing of preferred shares in ac-cordance with Law 2190/1920.
Item 5: The issue of approving training contracts in accordance with Article 23a of Codified Law 2190/20 was withdrawn from the agenda.
Item 6: No announcements were made.
More specifically, the following subjects and decisions were taken up by the abovementioned Extraordinary General Meeting:
Item 1: It was unanimously decided to rescind the decision of the Extraordinary General Meeting of shareholders of the Bank of 23 January 2009 and the amendment of Article 5 of the Articles of Association in accordance with the provisions of Law 3723/2008, in which it was decided to increase the share capital in the amount of eighty-nine million, nine hundred ninety-nine thousand, nine hundred ninety-nine euros and seventy-two cents (euro 89,999,999.72) by issuing 33,210,332 preferred shares with a nominal value of two euros and seventy-one cents (euro 2.71) each. The decision of the shareholders pursuant to which the Bank shall be submitted to the provisions of Law 3723/2008 and proceed in the future with the implementation of the share capital increase through the issuance of preferred shares in accordance with the legal framework applicable at that time, shall remain valid.
The Extraordinary General Meeting also decided unanimously to rescind the decision of the Extraordinary General Meeting of 23 January 2009 to amend Article 5 of the Articles of Association.
Item 2: It was unanimously decided to reduce the share capital by 135,175,153.94 euros in order to form an equivalent special reserve, by reducing the nominal value of shares worth 2.71 euros to 0.60 euros in accordance with the provisions of Article 4, Paragraph 4 of Codified Law 2190/1920, as amended by Article 32 of Law 3763/2009.
Also, it was decided to amend Article 5 of the Articles of Association of the Bank.
Item 3: It was unanimously decided to increase the nominal share capital of the Bank by seventy-six million, eight hundred seventy-six thousand, eight hundred sixty-four euros and eighty cents (euro 76,876,864.80) by payment of cash and issuing of one hundred twenty-eight million, one hundred twenty-eight thousand, one hundred and eight (128,128,108) new ordinary registered voting shares with a nominal value of 0.60 eu-ros each, with right of preference over existing shareholders, to raise capital amounting to one hundred twenty million euros (euro 120,000,000), but depending on the circumstances, the price may be set in a manner conducive to raising different amounts, ranging up to one hundred fifty million euros (euro 150,000,000). Moreover, it was decided to amend Article 5 of the Articles of Association of the Bank.
Further, the above recommendation was approved in is entirety, including authorization of the Board of Directors of the Bank to make all necessary arrangements and all necessary further decisions for authorizing any person it considers necessary for implementation with regard to this report.
Item 4: It was decided to amend Article 6 of the Articles of Association of the Bank to provide for the possibility and the conditions for issuing of preferred shares in ac-cordance with Law 2190/1920.
Item 5: The issue of approving training contracts in accordance with Article 23a of Codified Law 2190/20 was withdrawn from the agenda.
Item 6: No announcements were made.