MIG HOLDINGS S.A.
Decisions of 1st Reiterative Ordinary General Meeting
"MARFIN INVESTMENT GROUP HOLDINGS SA" hereby announces that, on 3.6.2010, the 1st Reiterative Ordinary General Meeting of the Company's shareholders was held, with 264 shareholders present in person or by proxy, representing 54.36% of the Company's share capital. The following items on the Agenda were discussed and resolved at the Meeting:
1st item: Increase of the Company's share capital through capitalization of reserves, with respective increase of the nominal value of each share. Amendment of article 5, paragraph 1 of the Company's Articles. - It was resolved that the Company's share capital be increased through capitalization of above par reserves by the amount of 76,011,535.80 €, with respective increase of the nominal value of each share by 0.10 euros, i.e. from 0.54 to 0.64 euros. After that, the Company's share capital amounts to Euro 486,473,829.12 divided into 760,115,358 registered shares of a par value of 0.64 euros each. Finally, it was resolved that article 5, paragraph 1 of the Company's Articles be modified accordingly. The above resolutions were adopted unanimously.
2nd item: Decrease of the Company's share capital through cash return to shareholders, with a respective decrease of the nominal value of each share. Further amendment of article 5, paragraph 1 of the Company's Articles. - It was resolved that the Company's share capital be decreased by the amount of 76,011,535.80 euros for the purpose of returning same to the shareholders, with a respective decrease of the nominal value of each share by 0.10 euros, i.e. from 0.64 to 0.54 euros. After that, the Company's share capital amounts to Euro 410,462,293.32 divided into 760,115,358 registered shares of a par value of 0.54 euros each. Furthermore, it was resolved that article 5, paragraph 1 of the Company's Articles be modified accordingly. Finally, the Company's Board of Directors was authorized to set the date and determine the process of payment of the amount to be returned to the beneficiaries as a result of the share capital decrease, taking into consideration the Financial Calendar announced to investors with any necessary adjustments required for practical or legal reasons, including the adoption of resolutions by the 1st, instead of the 2nd, Reiterative Ordinary General Meeting. A new announcement will follow in this regard. The above decisions were adopted unanimously.
3rd item: Increase of the Company's share capital with issuance of new shares at an above par price, with payment in cash through giving shareholders the opportunity to reinvest capital return. - Further amendment of article 5, paragraph 1 of the Company's Articles. - Determination of the distribution price of new shares and other terms of the increase. - Admission for trading of the shares to be issued as a result of the increase in Athens Stock Exchange. - Authorization of the Company's Board of Directors to determine all matters pertaining to the distribution and admission of the new shares in Athex and any other related matter. - It was resolved that the Company's share capital be increased up to the amount of 41,046,228.90 euros with issuance of up to 76,011,535 new common registered shares of a par value of 0.54 euros, effected by giving shareholders the opportunity to reinvest capital return through payment in cash, and that Article 5 of the Company's Articles be amended accordingly. The Board of Directors was authorized to determine the distribution price of the shares, which will be 10% less than the average closing price of the Company's share in Athex of the first five (5) sessions in which the share will be traded without capital return right. It was resolved that the shares to be issued as a result of the share capital increase be admitted for trading at the Athens Stock Exchange. The Company's Board of Directors was authorized to determine all matters concerning the distribution and admission of the new shares in Athex and any other related matter. The above decisions were adopted with a dissenting minority of 0.03% of the paid-up share capital.
4th item: Authorization to the Board of Directors to increase the Company's share capital pursuant to article 13, para. 1 of codified law 2190/1920. Amendment of article 5 of the Company's Articles. - The Board of Directors was assigned the power to increase the share capital in whole or in part through issuance of new shares, pursuant to article 13, paragraph 1 of codified law 2190/1920, for an amount which cannot exceed the amount of already paid-up share capital, i.e. the amount of 410,462,293.32 €, and it was resolved that article 5 (para. 2) of the Company's Articles be amended accordingly. The above decisions were adopted with a dissenting minority of 2.07% of the paid-up share capital.
1st item: Increase of the Company's share capital through capitalization of reserves, with respective increase of the nominal value of each share. Amendment of article 5, paragraph 1 of the Company's Articles. - It was resolved that the Company's share capital be increased through capitalization of above par reserves by the amount of 76,011,535.80 €, with respective increase of the nominal value of each share by 0.10 euros, i.e. from 0.54 to 0.64 euros. After that, the Company's share capital amounts to Euro 486,473,829.12 divided into 760,115,358 registered shares of a par value of 0.64 euros each. Finally, it was resolved that article 5, paragraph 1 of the Company's Articles be modified accordingly. The above resolutions were adopted unanimously.
2nd item: Decrease of the Company's share capital through cash return to shareholders, with a respective decrease of the nominal value of each share. Further amendment of article 5, paragraph 1 of the Company's Articles. - It was resolved that the Company's share capital be decreased by the amount of 76,011,535.80 euros for the purpose of returning same to the shareholders, with a respective decrease of the nominal value of each share by 0.10 euros, i.e. from 0.64 to 0.54 euros. After that, the Company's share capital amounts to Euro 410,462,293.32 divided into 760,115,358 registered shares of a par value of 0.54 euros each. Furthermore, it was resolved that article 5, paragraph 1 of the Company's Articles be modified accordingly. Finally, the Company's Board of Directors was authorized to set the date and determine the process of payment of the amount to be returned to the beneficiaries as a result of the share capital decrease, taking into consideration the Financial Calendar announced to investors with any necessary adjustments required for practical or legal reasons, including the adoption of resolutions by the 1st, instead of the 2nd, Reiterative Ordinary General Meeting. A new announcement will follow in this regard. The above decisions were adopted unanimously.
3rd item: Increase of the Company's share capital with issuance of new shares at an above par price, with payment in cash through giving shareholders the opportunity to reinvest capital return. - Further amendment of article 5, paragraph 1 of the Company's Articles. - Determination of the distribution price of new shares and other terms of the increase. - Admission for trading of the shares to be issued as a result of the increase in Athens Stock Exchange. - Authorization of the Company's Board of Directors to determine all matters pertaining to the distribution and admission of the new shares in Athex and any other related matter. - It was resolved that the Company's share capital be increased up to the amount of 41,046,228.90 euros with issuance of up to 76,011,535 new common registered shares of a par value of 0.54 euros, effected by giving shareholders the opportunity to reinvest capital return through payment in cash, and that Article 5 of the Company's Articles be amended accordingly. The Board of Directors was authorized to determine the distribution price of the shares, which will be 10% less than the average closing price of the Company's share in Athex of the first five (5) sessions in which the share will be traded without capital return right. It was resolved that the shares to be issued as a result of the share capital increase be admitted for trading at the Athens Stock Exchange. The Company's Board of Directors was authorized to determine all matters concerning the distribution and admission of the new shares in Athex and any other related matter. The above decisions were adopted with a dissenting minority of 0.03% of the paid-up share capital.
4th item: Authorization to the Board of Directors to increase the Company's share capital pursuant to article 13, para. 1 of codified law 2190/1920. Amendment of article 5 of the Company's Articles. - The Board of Directors was assigned the power to increase the share capital in whole or in part through issuance of new shares, pursuant to article 13, paragraph 1 of codified law 2190/1920, for an amount which cannot exceed the amount of already paid-up share capital, i.e. the amount of 410,462,293.32 €, and it was resolved that article 5 (para. 2) of the Company's Articles be amended accordingly. The above decisions were adopted with a dissenting minority of 2.07% of the paid-up share capital.