CYPRUS POPULAR BANK PUBLIC CO LTD
Extraordinary General Meeting of the shareholders on 25/05/2010
Marfin Popular Bank Public Co Ltd announce that an Extraordinary General Meeting will be held at Hilton Cyprus Hotel, Nicosia on 25 May 2010, immediately after the conclusion of the business of the Annual General Meeting to be held on the same day. Please find hereinbelow the relevant notice, which will be send to the shareholders and which includes the Resolutions to be considered at the Extraordinary General Meeting and relevant explanatory note for each Resolution.
"NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of the shareholders of MARFIN POPULAR BANK PUBLIC CO LTD (the "Bank"), will be held at the Hilton Cyprus Hotel, Nicosia, on Tuesday, 25 May, 2010 at 6:00 p.m., or immediately after the conclusion of the business of the Annual General Meeting to be held on the same day, to consider and, if thought fit, pass the following Ordinary Resolution as it is proposed or with such amendments as the Extraordinary General Meeting will approve and the Special Resolutions as they are proposed:
1. SPECIAL RESOLUTION
That Regulation 104 of the Articles of Association of the Bank is deleted and replaced by the following new Regulation:
"The Directors may elect a Chairman and up to two (2) Vice Chairmen for their meetings 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."
The existing Articles of Association of the Bank provides that the Board of Directors elects a non executive Chairman and up to two (2) Vice Chairmen, of which one executive and one non executive.
The proposed amendment gives the Management of the Bank increased flexibility for carrying out its duties. Specifically, with the above Special Resolution the Bank proposes the amendment of Article 104 of the Articles of Association so that the Board of Directors elects a Chairman and Vice Chairmen assigning to them the attribute of executive or non executive in accordance with the legislation valid at the time.
2. SPECIAL RESOLUTION
That Regulation 5A is added 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."
The said addition to the Articles of Association of the Bank is proposed for reasons of adjustment to the changes of the current legislation and specifically to the changes which came about with Law 87(I) of 2008. The purchase of own shares is subject to the terms and conditions of the current legislation, including in certain cases, the previous special approval of the General Meeting.
3. ORDINARY RESOLUTION Increase of the nominal share capital of the Bank from Euro 935.000.000 to Euro 1.062.500.000 by the creation of 150.000.000 additional shares of nominal value eighty five cents (€0,85) each.
The above Ordinary Resolution calls for the approval of the increase in the Bank's nominal share capital to Euro 1.062.500.000 so as to enable the issue of shares in the event that the Alternative Satisfaction Mechanism of Interest not Paid is activated in the framework of the terms of the Capital Securities, as detailed below, as well as for other possible future share issues, such as in the event of reinvestment of dividend.
4. SPECIAL RESOLUTION
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.
The terms of the issue of Capital Securities of up to Euro 300 million in one or more tranches, which were approved by the Bank's Board of Directors at its meeting on 30th March 2010, provide that in the event of non-payment of interest due to the registered holders of Capital Securities, the Bank may at its sole discretion, and following approval by the Central Bank, cover such unpaid interest payment by issuing to registered holders of Capital Securities ordinary shares in the Bank ("Alternative Satisfaction Mechanism for Interest not Paid"). The issue price of such shares will be set by the Bank's Board of Directors at a reasonable level, which may be above par. Under the terms of issue of the aforementioned Securities, where the Bank has decided to activate the Interest Satisfaction Mechanism for Interest not Paid it must retain an authorised/not issued number of shares which it may deem from time to time to be adequate.
The above Special Resolution calls on the General Meeting to approve the authorisation of the Board of Directors for the issue of up 123.500.000 ordinary shares of the Bank of nominal value eighty five cents (€0.85) each, without such shares first being offered to existing shareholders of the Bank in accordance with the Bank's Articles of Association and the law, so as to satisfy the terms of issue of the aforesaid Securities, in the event that, following approval by the Central Bank of Cyprus, the Alternative Satisfaction Mechanism for Unpaid Interest is put into effect.
A shareholder entitled to attend and vote at the Meeting, is entitled to appoint a proxy to attend and vote on his behalf. The proxy need not be a member of the Bank.
The record date determining the persons entitled to exercise their voting rights at the above Meeting is set to be 20 May 2010. Blocking of the shares in not required for the representation of shareholders, whose shares are deposited in the Dematerialised Securities System of HELLENIC EXCHANGES S.A.
The instruments appointing a proxy must be deposited at the Bank's Head Office, 154 Limassol Avenue, P.S. 2025 (P.O. Box 22032, P.S. 1598), Nicosia, at least 48 hours before the time fixed for the Meeting."
"NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of the shareholders of MARFIN POPULAR BANK PUBLIC CO LTD (the "Bank"), will be held at the Hilton Cyprus Hotel, Nicosia, on Tuesday, 25 May, 2010 at 6:00 p.m., or immediately after the conclusion of the business of the Annual General Meeting to be held on the same day, to consider and, if thought fit, pass the following Ordinary Resolution as it is proposed or with such amendments as the Extraordinary General Meeting will approve and the Special Resolutions as they are proposed:
1. SPECIAL RESOLUTION
That Regulation 104 of the Articles of Association of the Bank is deleted and replaced by the following new Regulation:
"The Directors may elect a Chairman and up to two (2) Vice Chairmen for their meetings 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."
The existing Articles of Association of the Bank provides that the Board of Directors elects a non executive Chairman and up to two (2) Vice Chairmen, of which one executive and one non executive.
The proposed amendment gives the Management of the Bank increased flexibility for carrying out its duties. Specifically, with the above Special Resolution the Bank proposes the amendment of Article 104 of the Articles of Association so that the Board of Directors elects a Chairman and Vice Chairmen assigning to them the attribute of executive or non executive in accordance with the legislation valid at the time.
2. SPECIAL RESOLUTION
That Regulation 5A is added 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."
The said addition to the Articles of Association of the Bank is proposed for reasons of adjustment to the changes of the current legislation and specifically to the changes which came about with Law 87(I) of 2008. The purchase of own shares is subject to the terms and conditions of the current legislation, including in certain cases, the previous special approval of the General Meeting.
3. ORDINARY RESOLUTION Increase of the nominal share capital of the Bank from Euro 935.000.000 to Euro 1.062.500.000 by the creation of 150.000.000 additional shares of nominal value eighty five cents (€0,85) each.
The above Ordinary Resolution calls for the approval of the increase in the Bank's nominal share capital to Euro 1.062.500.000 so as to enable the issue of shares in the event that the Alternative Satisfaction Mechanism of Interest not Paid is activated in the framework of the terms of the Capital Securities, as detailed below, as well as for other possible future share issues, such as in the event of reinvestment of dividend.
4. SPECIAL RESOLUTION
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.
The terms of the issue of Capital Securities of up to Euro 300 million in one or more tranches, which were approved by the Bank's Board of Directors at its meeting on 30th March 2010, provide that in the event of non-payment of interest due to the registered holders of Capital Securities, the Bank may at its sole discretion, and following approval by the Central Bank, cover such unpaid interest payment by issuing to registered holders of Capital Securities ordinary shares in the Bank ("Alternative Satisfaction Mechanism for Interest not Paid"). The issue price of such shares will be set by the Bank's Board of Directors at a reasonable level, which may be above par. Under the terms of issue of the aforementioned Securities, where the Bank has decided to activate the Interest Satisfaction Mechanism for Interest not Paid it must retain an authorised/not issued number of shares which it may deem from time to time to be adequate.
The above Special Resolution calls on the General Meeting to approve the authorisation of the Board of Directors for the issue of up 123.500.000 ordinary shares of the Bank of nominal value eighty five cents (€0.85) each, without such shares first being offered to existing shareholders of the Bank in accordance with the Bank's Articles of Association and the law, so as to satisfy the terms of issue of the aforesaid Securities, in the event that, following approval by the Central Bank of Cyprus, the Alternative Satisfaction Mechanism for Unpaid Interest is put into effect.
A shareholder entitled to attend and vote at the Meeting, is entitled to appoint a proxy to attend and vote on his behalf. The proxy need not be a member of the Bank.
The record date determining the persons entitled to exercise their voting rights at the above Meeting is set to be 20 May 2010. Blocking of the shares in not required for the representation of shareholders, whose shares are deposited in the Dematerialised Securities System of HELLENIC EXCHANGES S.A.
The instruments appointing a proxy must be deposited at the Bank's Head Office, 154 Limassol Avenue, P.S. 2025 (P.O. Box 22032, P.S. 1598), Nicosia, at least 48 hours before the time fixed for the Meeting."