ΓΕΝΙΚΗ ΤΡΑΠΕΖΑ ΤΗΣ ΕΛΛΑΔΟΣ Α.Ε.
Resolutions of the Iterative Extraordinary General Meeting of GENIKI Bank Shareholders
The Iterative Extraordinary General Meeting of the Shareholders of GENIKI Bank held on 11 May 2009, attended (in person or by proxy) by shareholders, representing 65.720.797 shares, out of a total of 110.937.084 voting shares, namely 59,24 % of the total share capital of the Bank, decided the following:
1. The decision taken by the Extraordinary General Assembly of the shareholders of the 29.01.2009, in accordance to the Law "On the enhancement of the economy's liquidity in response to the impact of the international financial crisis" will not be effected.
2. Approval of the decrease of the share capital by offsetting the accumulated losses and decrease of the nominal value per share.
3. Modification of article 5 of the Bank's Articles of Incorporation (after the above decrease).
4. Approval of the Share Capital Increase by euro 175.724.341, 20 by payment in cash, by the issuance of 244.061.585 new, common, registered shares, at a nominal value of euro 0,72 per share, with pre emption rights in favor of existing shareholders in ratio of 2,2 new shares for every 1 existing share.
5. Modification of article 5 of the Bank's Articles of Incorporation (on the share capital) after the completion of the above increase.
In total 244.061.585 new common registered shares will be issued of euro 175.724.341,20, that will increase the share Capital of the Bank. The above mentioned amount of euro 175.724.341,20 after the deduction of direct costs related to the shares issuance of euro 2.500.000,00 approximately, therefore euro 173.724.341,20 will financially support the banks equity capital and increase its capital adequacy ratio.
Geniki Bank announces that:
a)Societe Generale with the stake of 52.32% in the share capital (on 11.05.2009) declared that it will participate in the share capital increase maintaining its participation stake at least up to the per mentioned level, after the share capital increase has been concluded and for an additional time period of six months, from the date the newly issued shares starts trading. In addition, Societe Generale declared that it will cover the undistributed shares, if any.
b)The Army Pension Fund, with a stake of 5,41% in the share capital, declared that it will not maintain its todays stake.
Advisor
EFG Telesis Finance S.A. will act as advisor for the share capital increase.
Procedure of the exercise of the pre-emptive rights
The duration of the exercise period, according to the Law (article 13 par.8 of the L.2190/1920) and the Articles of Incorporation, is fixed to fifteen days. The amount of the Share Capital Increase should be deposited within the period of four months, from the date that the price of issuance of the new shares is fixed by the BoD; the four month period may extended by the BoD decision for one further month
The ex-right date will be decided by the Board of Directors of the Bank, within the time frame provided by the Law and will be published on time in the Press.
The issue price of each new share is fixed at ?0,72. According to the resolution of the General Assembly, the above issue price of each new share can be higher than its market price, at the time of detachment (cut-off) of the pre-emption rights.
The period for the exercise of the pre-emptive rights will be decided by the Board of Directors of the Bank and will be approved of the B.o.D of Hellenic Exchange. Pre-emptive rights can be exercised throughout the whole exercise period. The call of the exercise of the pre-emptive rights will be published in the Press.
Persons entitled to participate in the share capital increase:
a) All existing shareholders that will be registered in the Central Securities Depository shareholders registry two working days proceeding the date when ex-rights take effect. The ex-right date will be specified by the Board of Directors of the Bank.
b) Persons that obtained the pre-emptive rights in the period during which they are traded in the Athens Exchange. The Bank will inform its shareholders with detailed announcements concerning the procedure of the share capital increase.
Share fractions will not be issued; therefore the Shareholders are advised to have a number of shares which after the exercise of the pre-emptive rights produce integer number of new shares.
The Board of Directors has been authorized to proceed to all the necessary actions, publications, declarations and transactions for the successful implementation of the Share Capital Increase with all entities involved.
1. The decision taken by the Extraordinary General Assembly of the shareholders of the 29.01.2009, in accordance to the Law "On the enhancement of the economy's liquidity in response to the impact of the international financial crisis" will not be effected.
2. Approval of the decrease of the share capital by offsetting the accumulated losses and decrease of the nominal value per share.
3. Modification of article 5 of the Bank's Articles of Incorporation (after the above decrease).
4. Approval of the Share Capital Increase by euro 175.724.341, 20 by payment in cash, by the issuance of 244.061.585 new, common, registered shares, at a nominal value of euro 0,72 per share, with pre emption rights in favor of existing shareholders in ratio of 2,2 new shares for every 1 existing share.
5. Modification of article 5 of the Bank's Articles of Incorporation (on the share capital) after the completion of the above increase.
In total 244.061.585 new common registered shares will be issued of euro 175.724.341,20, that will increase the share Capital of the Bank. The above mentioned amount of euro 175.724.341,20 after the deduction of direct costs related to the shares issuance of euro 2.500.000,00 approximately, therefore euro 173.724.341,20 will financially support the banks equity capital and increase its capital adequacy ratio.
Geniki Bank announces that:
a)Societe Generale with the stake of 52.32% in the share capital (on 11.05.2009) declared that it will participate in the share capital increase maintaining its participation stake at least up to the per mentioned level, after the share capital increase has been concluded and for an additional time period of six months, from the date the newly issued shares starts trading. In addition, Societe Generale declared that it will cover the undistributed shares, if any.
b)The Army Pension Fund, with a stake of 5,41% in the share capital, declared that it will not maintain its todays stake.
Advisor
EFG Telesis Finance S.A. will act as advisor for the share capital increase.
Procedure of the exercise of the pre-emptive rights
The duration of the exercise period, according to the Law (article 13 par.8 of the L.2190/1920) and the Articles of Incorporation, is fixed to fifteen days. The amount of the Share Capital Increase should be deposited within the period of four months, from the date that the price of issuance of the new shares is fixed by the BoD; the four month period may extended by the BoD decision for one further month
The ex-right date will be decided by the Board of Directors of the Bank, within the time frame provided by the Law and will be published on time in the Press.
The issue price of each new share is fixed at ?0,72. According to the resolution of the General Assembly, the above issue price of each new share can be higher than its market price, at the time of detachment (cut-off) of the pre-emption rights.
The period for the exercise of the pre-emptive rights will be decided by the Board of Directors of the Bank and will be approved of the B.o.D of Hellenic Exchange. Pre-emptive rights can be exercised throughout the whole exercise period. The call of the exercise of the pre-emptive rights will be published in the Press.
Persons entitled to participate in the share capital increase:
a) All existing shareholders that will be registered in the Central Securities Depository shareholders registry two working days proceeding the date when ex-rights take effect. The ex-right date will be specified by the Board of Directors of the Bank.
b) Persons that obtained the pre-emptive rights in the period during which they are traded in the Athens Exchange. The Bank will inform its shareholders with detailed announcements concerning the procedure of the share capital increase.
Share fractions will not be issued; therefore the Shareholders are advised to have a number of shares which after the exercise of the pre-emptive rights produce integer number of new shares.
The Board of Directors has been authorized to proceed to all the necessary actions, publications, declarations and transactions for the successful implementation of the Share Capital Increase with all entities involved.