CYPRUS POPULAR BANK PUBLIC CO LTD
Decisions of the extraordinary general meeting of company shareholders of 23.12.2009.
"MARFIN POPULAR BANK PUBLIC CO LTD" (the "Bank") announces that on 23.12.2009 an Extraordinary General Meeting of the shareholders of the Bank was held with the participation, in person or by proxy, of 413 shareholders representing 44,20% of the Bank's share capital. During the Meeting concerned, discussion took place and decisions were taken on all of the matters on the agenda, as follows:
Α. CROSS-BORDER MERGER BETWEEN THE GREEK SOCIETE ANONYME BANCAIR UNDER THE NAME "MARFIN EGNATIA BANK SA" ("Absorbed Company") and THE CYPRIOT PUBLIC LIMITED COMPANY UNDER THE NAME "MARFIN POPULAR BANK PUBLIC CO LTD" ("Absorbing Company")
1. Special Resosution 1
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented who abstained from voting) for the Cross-Border Merger through absorption of the Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank, in accordance with the provisions of Directive 2005/56/EC of the European Parliament and the Council of 26.10.2005, which was incorporated in Cypriot law with the (amending) Companies Act (Nr. 4) 2007 and in Greek law with Law 3777/2009 ("Re Cross-Border Mergers of Capital Companies and other provisions"), as well as in accordance with Cypriot (especially articles 198 - 201(xxiv) of the Companies Act) and Greek (especially articles 68 para. 2 and 69-77a. of codified law 2190/1920 on Societe Anonymes) laws as defined by the Common Draft Terms of a Cross-Border Merger dated 13 November 2009.
2. Special Resolution 2
Approval was unanimously granted (apart from two shareholders holding 0,05% of the total shares represented who abstained from voting) for the Directors' Report of the Bank and the Report and Statements of the Independent Audit Firm regarding the valuation of the merging companies and the ratio of exchange in accordance with paragraphs 4.1.4.1.1. and 4.1.4.1.3. of the Athens Stock Exchange Regulation and also the Financial Statements of the Bank as at 30.6.2009.
3. Special Resolution 3
Approval was unanimously granted (apart from two shareholders holding 0,05% of the total shares represented, who abstained from voting) for the Common Draft Terms of a Cross-Border Merger through absorption of the Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank and also the Report of the Directors (to which the opinion of the employees' representatives was attached) and the Report of the Independent Expert (articles 201(xiv) and 201(xv) of the (Cypriot) Companies Act).
4. Special Resolution 4
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented, who abstained from voting) for the appointment of the representatives of the Bank for the signing of any relevant contract, legal document or statement and also for carrying out all necessary actions for the completion of the merger.
In particular, Group Chief Executive Officer Mr Efthimios Bouloutas, Deputy Chief Executive Officer Mr Panayiotis Kounnis and the Secretary of the Bank Mr Stelios Hadjiosif, were authorised to act each one of them by himself.
5. Special Resolution 5
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented, who abstained from voting) for the authorisation of the Board of Directors to issue five million seven hundred eighty one thousand one hundred twenty one (5.781.121) new ordinary shares of the Bank of eighty five cent (0,85) nominal value each, in the framework of the Cross-Border Merger through absorption of Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank, to be exchanged with eight million five hundred ninety three thousand nine hundred nineteen (8.593.919) ordinary common shares of the Absorbed Company. The Bank's shares to be issued, in exchange for the above common ordinary shares, not to be offered at first to existing shareholders of the Bank, as provided by the Articles of Association of the Bank and the Law, but to be offered to the existing shareholders of the Absorbed Company under the name "MARFIN EGNATIA BANK SA" (except from the Absorbing Company itself) according to the provisions of the Common Draft Terms of a Cross-Border merger and the decisions of the Board of directors of the Merging Companies. The new shares to be issued as above mentioned, will have the same rights as the existing fully paid shares of the Bank.
6. Special Resolution 6
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented, who abstained from voting) for the authorisation of the Board of Directors to arrange all issues relating to the completion of the Cross-Border Merger, the drafting of contracts with the financial advisor, the granting of permissions and approvals by the Cypriot and Greek Securities and Exchange Commissions, the Cyprus Stock Exchange and Athens Stock Exchange, the drafting of a Prospectus or Information Memorandum according to article 7 par. 1 section d of the (Cypriot) Public Offer and Prospectus Law of 2005 (L. 114(I)/2005), and/or article 4 par. 2 section d of the (Greek) Law 3401/2005, the listing for trading of the new shares on the Cyprus Stock Exchange and Athens Stock Exchange and all related subjects. In addition, all actions of the Board of Directors of the Bank in relation to the Cross-Border Merger which have been carried out until the date of the General Meeting are confirmed and ratified.
Β. SHARE OPTIONS SCHEME
7. Ordinary Resolution 1
Approval was granted on the basis of 97% of the share capital represented, for the amendment of the terms of the Share Options Scheme approved by the First (Ordinary) Resolution of the Extraordinary General Meeting of the shareholders which was held on 17 April 2007, for the Members of the Board of Directors and the employees of the Bank as well as for its affiliated and associated companies, and in particular the amendment of the exercise price from ten euros (10) to four euros and fifty cent (4,50), the extension of the scheme by two (2) years, with 2013 as the last exercise period instead of 2011.
8. Special Resolution 7
It was confirmed on the basis of 97% of the share capital represented, the authorisation granted to the Board of Directors of the Bank by the Second (Special) Resolution on the Extraordinary General Meeting of the shareholders which was held on 17 April 2007 to issue, in the framework of the implementation of the Share Options Scheme, up to 80.000.000 shares of the Bank of nominal value eighty five cent (0,85) each, without the shares first being offered to the existing shareholders of the Bank as provided by the Articles of Association of the Bank and the Law.
Α. CROSS-BORDER MERGER BETWEEN THE GREEK SOCIETE ANONYME BANCAIR UNDER THE NAME "MARFIN EGNATIA BANK SA" ("Absorbed Company") and THE CYPRIOT PUBLIC LIMITED COMPANY UNDER THE NAME "MARFIN POPULAR BANK PUBLIC CO LTD" ("Absorbing Company")
1. Special Resosution 1
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented who abstained from voting) for the Cross-Border Merger through absorption of the Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank, in accordance with the provisions of Directive 2005/56/EC of the European Parliament and the Council of 26.10.2005, which was incorporated in Cypriot law with the (amending) Companies Act (Nr. 4) 2007 and in Greek law with Law 3777/2009 ("Re Cross-Border Mergers of Capital Companies and other provisions"), as well as in accordance with Cypriot (especially articles 198 - 201(xxiv) of the Companies Act) and Greek (especially articles 68 para. 2 and 69-77a. of codified law 2190/1920 on Societe Anonymes) laws as defined by the Common Draft Terms of a Cross-Border Merger dated 13 November 2009.
2. Special Resolution 2
Approval was unanimously granted (apart from two shareholders holding 0,05% of the total shares represented who abstained from voting) for the Directors' Report of the Bank and the Report and Statements of the Independent Audit Firm regarding the valuation of the merging companies and the ratio of exchange in accordance with paragraphs 4.1.4.1.1. and 4.1.4.1.3. of the Athens Stock Exchange Regulation and also the Financial Statements of the Bank as at 30.6.2009.
3. Special Resolution 3
Approval was unanimously granted (apart from two shareholders holding 0,05% of the total shares represented, who abstained from voting) for the Common Draft Terms of a Cross-Border Merger through absorption of the Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank and also the Report of the Directors (to which the opinion of the employees' representatives was attached) and the Report of the Independent Expert (articles 201(xiv) and 201(xv) of the (Cypriot) Companies Act).
4. Special Resolution 4
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented, who abstained from voting) for the appointment of the representatives of the Bank for the signing of any relevant contract, legal document or statement and also for carrying out all necessary actions for the completion of the merger.
In particular, Group Chief Executive Officer Mr Efthimios Bouloutas, Deputy Chief Executive Officer Mr Panayiotis Kounnis and the Secretary of the Bank Mr Stelios Hadjiosif, were authorised to act each one of them by himself.
5. Special Resolution 5
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented, who abstained from voting) for the authorisation of the Board of Directors to issue five million seven hundred eighty one thousand one hundred twenty one (5.781.121) new ordinary shares of the Bank of eighty five cent (0,85) nominal value each, in the framework of the Cross-Border Merger through absorption of Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank, to be exchanged with eight million five hundred ninety three thousand nine hundred nineteen (8.593.919) ordinary common shares of the Absorbed Company. The Bank's shares to be issued, in exchange for the above common ordinary shares, not to be offered at first to existing shareholders of the Bank, as provided by the Articles of Association of the Bank and the Law, but to be offered to the existing shareholders of the Absorbed Company under the name "MARFIN EGNATIA BANK SA" (except from the Absorbing Company itself) according to the provisions of the Common Draft Terms of a Cross-Border merger and the decisions of the Board of directors of the Merging Companies. The new shares to be issued as above mentioned, will have the same rights as the existing fully paid shares of the Bank.
6. Special Resolution 6
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented, who abstained from voting) for the authorisation of the Board of Directors to arrange all issues relating to the completion of the Cross-Border Merger, the drafting of contracts with the financial advisor, the granting of permissions and approvals by the Cypriot and Greek Securities and Exchange Commissions, the Cyprus Stock Exchange and Athens Stock Exchange, the drafting of a Prospectus or Information Memorandum according to article 7 par. 1 section d of the (Cypriot) Public Offer and Prospectus Law of 2005 (L. 114(I)/2005), and/or article 4 par. 2 section d of the (Greek) Law 3401/2005, the listing for trading of the new shares on the Cyprus Stock Exchange and Athens Stock Exchange and all related subjects. In addition, all actions of the Board of Directors of the Bank in relation to the Cross-Border Merger which have been carried out until the date of the General Meeting are confirmed and ratified.
Β. SHARE OPTIONS SCHEME
7. Ordinary Resolution 1
Approval was granted on the basis of 97% of the share capital represented, for the amendment of the terms of the Share Options Scheme approved by the First (Ordinary) Resolution of the Extraordinary General Meeting of the shareholders which was held on 17 April 2007, for the Members of the Board of Directors and the employees of the Bank as well as for its affiliated and associated companies, and in particular the amendment of the exercise price from ten euros (10) to four euros and fifty cent (4,50), the extension of the scheme by two (2) years, with 2013 as the last exercise period instead of 2011.
8. Special Resolution 7
It was confirmed on the basis of 97% of the share capital represented, the authorisation granted to the Board of Directors of the Bank by the Second (Special) Resolution on the Extraordinary General Meeting of the shareholders which was held on 17 April 2007 to issue, in the framework of the implementation of the Share Options Scheme, up to 80.000.000 shares of the Bank of nominal value eighty five cent (0,85) each, without the shares first being offered to the existing shareholders of the Bank as provided by the Articles of Association of the Bank and the Law.