The company under the name "MARFIN INVESTMENT GROUP HOLDINGS SA" with the distinctive title "MARFIN INVESTMENT GROUP" ("MIG") hereby informs investors that the 1st Reiterative Ordinary General Meeting of Shareholders held on June 3rd 2010 adopted, inter alia, the following resolutions:
a) decrease of its share capital by euro 76,011,535.8 for the purpose of refunding the respective amount to the shareholders through payment in cash, with respective decrease of the nominal value of each share by euro 0.10, notably from euro 0.64 to euro 0.54;
b) increase of its share capital up to the amount of euro 41,046,228.90 with issuance of up to 76,011,535 new common registered shares of a nominal value of euro 0.54 each, by virtue of the shareholders' option to reinvest the capital refund.
The Company decided to proceed to a capital refund considering that it was not possible to distribute dividends to the shareholders from the profits of fiscal year 2009 pursuant to article 44a of codified law 2190/1920.
The above General Meeting of MIG decided to give to the shareholders the option to receive the capital refund in the form of shares in MIG instead of cash, as follows:
- The shareholders of MIG entitled to the capital refund will be those recorded in the Shareholders' Register of "Hellenic Exchanges SA" (HEL.EX.) upon completion of the clearance of transactions effected by the close of session of the "Athens Exchange" (ATH.EX.) on June 29 2010. As of June 30 2010 (cut-off date) the Company's shares will be traded in the ATH.EX. without right to capital refund, therefore without right of participation in the share capital increase through payment in cash. July 2nd 2010 has been set as record date.
- Upon decision of the above General Meeting, the Board of Directors was authorized to determine the disposal price of the shares, which will be 10% lower than the average closing price of the Company's share at the first five (5) sessions of the ATH.EX., during which the share will be traded without the right to capital refund.
- Upon authorization by the General Meeting, the Company's Board of Directors set a time-limit for the exercise of the option in favor of existing shareholders, commencing as of Thurday, June 17th 2010, and ending on Thursday, July 2nd 2010 (exercise period of the option).
- All shareholders as at the close of session of the ATH.EX. on June 29th 2010 are invited to exercise their option in respect of assuming the new shares by submitting a relevant written notice to their Operator.
- In case that the entirety or part of the capital refund corresponds to pledged shares and an extension of the pledge has been agreed on the amount of capital refund, the option will be exercised upon notice from the pledgee to the pledgor who, if he consents, shall send a relevant notice to the Company (fax nr: 210 77 10 456). The shares resulting from reinvestment in this case will be pledged in accordance with applicable laws and practice, provided that the extension of the pledge on these shares will be agreed between the shareholder and the pledgor and duly notified.
- No share fractions will be issued, therefore refund of the capital will be made in an amount resulting in an integer number of shares. Any balance of capital refund to a shareholder resulting in fraction of a share will be paid to such shareholder in cash on the day of the refund.
- Payment of the value of the new shares will be made strictly through reinvestment of the refund. The evidence of exercise of the relevant right of participation in the share capital increase does not constitute commercial paper, is not a temporary share certificate and is not negotiable on ATH.EX.
- Should shareholders select to receive shares, MIG's share capital will be increased accordingly and new shares will be issued and given to such shareholders. The new shares will be incorporeal, registered, common, with voting rights and entitled to participate in any subsequent capital refund. The total above par value of these shares will be credited to the account entitled "Difference from the issuance of shares above par".
- The shares resulting from reinvestment of the refund shall have the same rights as existing shares.
- The new shares will not be encumbered with transaction costs.
- The new shares are expected to be listed for trading by the end of July 2010. Investors will be notified of the exact date of listing for trading at the ATH.EX. in a later announcement of the Company in accordance with the applicable laws.
As a result of the above increase, article 5 of MIG's Articles of Incorporation will be amended to include the change in MIG's share capital and number of shares resulting from said increase. In case of partial reinvestment of the capital refund, therefore of partial coverage of the increase, the Board of Directors will adjust article 5 of MIG's Articles accordingly in its decision regarding certification of payment, so as to specify the amount of share capital resulting from partial coverage.
Finally, it is noted that those shareholders who shall elect not to exercise their right to receive the capital refund in the form of MIG shares in whole or in part, will receive the total or the remaining amount of the refund (as the case may be) in cash as of the date of payment, to wit from July 15th 2010 thereon, in the manner already specified by MIG.
Responsible for the preparation of the Information Sheet and the accuracy of its contents are Messrs:
1. George Efstratiadis, Executive Board Member and Chief Operating Officer of MIG; and
2. Christophe Vivien, Financial Director of MIG.
This information sheet may be obtained from MIG's offices in its premises located in the Municipality of Amaroussion, at 24 Kifissias Avenue, 151 25, and is also published in electronic form in MIG's website www.marfininvestmentgroup.com.
For more information, kindly refer to Messrs. Maria Spanaki and Giannis Sgagias, tel.: 210 7710053 - 210 7710383 during business days and hours.