CYPRUS POPULAR BANK PUBLIC CO LTD
Decisions of the Annual and the Extraordinary General Meeting of 25 Μay 2010
DECISIONS OF THE ANNUAL GENERAL MEETING
"MARFIN POPULAR BANK PUBLIC CO LTD" (the "Bank") announces that on 25.5.2010 the Annual General Meeting was held with the participation, in person or by proxy, of shareholders representing 41,85% of the Bank's share capital. During the Meeting concerned, discussion took place and decisions were taken on all the matters on the agenda, as follows:
1. The Report of the Directors and the Auditors were considered and unanimously approved, as well as the Financial Statements of the Bank for the year ended 31 December 2009.
2. Approval was unanimously granted for distribution of a dividend for the year 2009 of Euro 0,08 per share. At the same time the Board of Directors was authorised to determine the ex-dividend date, the date and the procedure for payment of the dividend to beneficiaries, taking into account the Financial Calendar announced to investors.
According to the above Calendar, beneficiaries for the dividend will be those holding shares at the end of the trading session of the Athens Stock Exchange and the Cyprus Stock Exchange on 31.5.2010, the ex-dividend date will be 1.6.2010, the record date will be 3.6.2010 and the start date for payment of the dividend will be 21.6.2010.
Shareholders have already been granted the right of re-investment of part or all of the dividend into shares of the Bank. The re-investment price will be 10% lower than the average closing price of the Bank's share on the Cyprus Stock Exchange and Athens Stock Exchange for the period 1.6.2010 - 7.6.2010 (first 5 days during which the share of the Bank shall be quoted ex-dividend).
3. The General Meeting approved on the basis of 99,97% of the share capital represented, the election of a new Board of Directors, made up of Andreas Vgenopoulos, Neoclis Lysandrou, Vasilios Theocharakis, Efthimios Bouloutas, Christos Stylianides, Panayiotis Kounnis, Eleftherios Hiliadakis, Platon Lanitis, Constantinos Mylonas, Stylianos Stylianou, Markos Foros, Fadel Al Ali, Abdulrazaq Al Jassim and Josefh Kamal Eskandar.
4. Approval was granted on the basis of 99,97% of the share capital represented, for an annual fee of Euro 20.000 for the Non Executive Members of the Board of Directors and Euro 10.000 for the Chairman of the Audit Committee.
5. Approval was granted on the basis of 99,97% of the share capital represented, for the reappointment of PricewaterhouseCoopers and Grant Thornton as Auditors of the Bank and the Board of Directors was authorised to determine their remuneration.
DECISIONS OF THE EXTRAORDINARY GENERAL MEETING
Following the conclusion of the Annual General Meeting business, an Extraordinary General Meeting of the shareholders of the Bank was held with the participation, in person or by proxy of shareholders representing 42,06% of the Bank's share capital. During the Meeting concerned, discussion took place and decisions were taken on all the matters on the agenda as follows:
1. SPECIAL RESOLUTION
Approval was granted on the basis of 99,34% of the share capital represented, as for the regulation 104 of the Articles of Association of the Bank to be deleted and be replaced by the following new regulation: "The Directors may elect a Chairman and up to two (2) Vice Chairmen for their meeting and may specify the period that each will hold this office. If, however, no Chairman or Vice Chairmen are elected, or if at any meeting of the Directors neither the Chairman nor the Vice Chairmen are present within ten minutes of the time for which the meeting has been called, the Directors present may select one of their number to perform the duties of Chairman at that meeting."
2. SPECIAL RESOLUTION
Approval was granted on the basis of 99,97% of the share capital represented, for the addition of regulation 5Α to the Articles of Association of the Bank as follows: "Without prejudice to the provisions of Section (3) of Article 47A of Companies Act (Cap. 113) and in accordance with the provisions of the legislation valid at the time, the Company can purchase its own shares, either directly or through a person acting in its own name but on behalf of the Company."
3. ORDINARY RESOLUTION
Approval was granted on the basis of 99,31% of the share capital represented, for the increase of the nominal share capital of the Bank form Euro 935.000.000 to Euro 1.062.500.000 by the creation of 150.000.000 additional shares of eighty five cents (€0,85) each.
4. SPECIAL RESOLUTION
Approval was granted on the basis of 99,29% of the share capital represented, for the authorisation of the Board of Directors of the Bank that, in the framework of the terms of the Issue of Capital Securities up to Euro 300.000.000 in one or more tranches as approved by the Board of Directors of the Bank at its meeting held on 30 March 2010 and especially in the framework of the Alternate Mechanism for the Satisfaction of Deferred Interest, to issue up to 123.500.000 ordinary shares of the Bank of nominal value eighty five cents (€0,85) each, without the shares being first offered to the existing shareholders of the Bank as provided by the Articles of Association of the Bank and the law.
"MARFIN POPULAR BANK PUBLIC CO LTD" (the "Bank") announces that on 25.5.2010 the Annual General Meeting was held with the participation, in person or by proxy, of shareholders representing 41,85% of the Bank's share capital. During the Meeting concerned, discussion took place and decisions were taken on all the matters on the agenda, as follows:
1. The Report of the Directors and the Auditors were considered and unanimously approved, as well as the Financial Statements of the Bank for the year ended 31 December 2009.
2. Approval was unanimously granted for distribution of a dividend for the year 2009 of Euro 0,08 per share. At the same time the Board of Directors was authorised to determine the ex-dividend date, the date and the procedure for payment of the dividend to beneficiaries, taking into account the Financial Calendar announced to investors.
According to the above Calendar, beneficiaries for the dividend will be those holding shares at the end of the trading session of the Athens Stock Exchange and the Cyprus Stock Exchange on 31.5.2010, the ex-dividend date will be 1.6.2010, the record date will be 3.6.2010 and the start date for payment of the dividend will be 21.6.2010.
Shareholders have already been granted the right of re-investment of part or all of the dividend into shares of the Bank. The re-investment price will be 10% lower than the average closing price of the Bank's share on the Cyprus Stock Exchange and Athens Stock Exchange for the period 1.6.2010 - 7.6.2010 (first 5 days during which the share of the Bank shall be quoted ex-dividend).
3. The General Meeting approved on the basis of 99,97% of the share capital represented, the election of a new Board of Directors, made up of Andreas Vgenopoulos, Neoclis Lysandrou, Vasilios Theocharakis, Efthimios Bouloutas, Christos Stylianides, Panayiotis Kounnis, Eleftherios Hiliadakis, Platon Lanitis, Constantinos Mylonas, Stylianos Stylianou, Markos Foros, Fadel Al Ali, Abdulrazaq Al Jassim and Josefh Kamal Eskandar.
4. Approval was granted on the basis of 99,97% of the share capital represented, for an annual fee of Euro 20.000 for the Non Executive Members of the Board of Directors and Euro 10.000 for the Chairman of the Audit Committee.
5. Approval was granted on the basis of 99,97% of the share capital represented, for the reappointment of PricewaterhouseCoopers and Grant Thornton as Auditors of the Bank and the Board of Directors was authorised to determine their remuneration.
DECISIONS OF THE EXTRAORDINARY GENERAL MEETING
Following the conclusion of the Annual General Meeting business, an Extraordinary General Meeting of the shareholders of the Bank was held with the participation, in person or by proxy of shareholders representing 42,06% of the Bank's share capital. During the Meeting concerned, discussion took place and decisions were taken on all the matters on the agenda as follows:
1. SPECIAL RESOLUTION
Approval was granted on the basis of 99,34% of the share capital represented, as for the regulation 104 of the Articles of Association of the Bank to be deleted and be replaced by the following new regulation: "The Directors may elect a Chairman and up to two (2) Vice Chairmen for their meeting and may specify the period that each will hold this office. If, however, no Chairman or Vice Chairmen are elected, or if at any meeting of the Directors neither the Chairman nor the Vice Chairmen are present within ten minutes of the time for which the meeting has been called, the Directors present may select one of their number to perform the duties of Chairman at that meeting."
2. SPECIAL RESOLUTION
Approval was granted on the basis of 99,97% of the share capital represented, for the addition of regulation 5Α to the Articles of Association of the Bank as follows: "Without prejudice to the provisions of Section (3) of Article 47A of Companies Act (Cap. 113) and in accordance with the provisions of the legislation valid at the time, the Company can purchase its own shares, either directly or through a person acting in its own name but on behalf of the Company."
3. ORDINARY RESOLUTION
Approval was granted on the basis of 99,31% of the share capital represented, for the increase of the nominal share capital of the Bank form Euro 935.000.000 to Euro 1.062.500.000 by the creation of 150.000.000 additional shares of eighty five cents (€0,85) each.
4. SPECIAL RESOLUTION
Approval was granted on the basis of 99,29% of the share capital represented, for the authorisation of the Board of Directors of the Bank that, in the framework of the terms of the Issue of Capital Securities up to Euro 300.000.000 in one or more tranches as approved by the Board of Directors of the Bank at its meeting held on 30 March 2010 and especially in the framework of the Alternate Mechanism for the Satisfaction of Deferred Interest, to issue up to 123.500.000 ordinary shares of the Bank of nominal value eighty five cents (€0,85) each, without the shares being first offered to the existing shareholders of the Bank as provided by the Articles of Association of the Bank and the law.