CUT OFF DATE & PREEMPTION RIGHT TRADING PERIOD
PREEMPTION RIGHT CUT OFF: 06/11/2006.
PREEMPTION RIGHT EXERCISE PERIOD: 13/11/2006 - 27/11/2006.
PREEMPTION RIGHT TRADING PERIOD: 13/11/2006 - 21/11/2006.
ISSUANCE ADVISOR: COMMERCIAL BANK OF GREECE SA.
The Board of Directors of the Bank Societe Anonyme "ASPIS BANK ATE" (the "Bank") notifies to Messrs Shareholders the following:
1. The Extraordinary General Meeting of Shareholders of the Bank dated 24/07/2006, decided the increase of the share capital by 39,699,042.03 euro, by means of issuance of 14,649,093 new common registered shares (the "New Shares"), of nominal value 2.71 euro each, by cash payment and preemption in favor of the existing shareholders, at a ratio of THREE (3) new common registered Shares for every TEN (10) existing common registered shares, the New Shares having a Subscription Price of 3.60 euro per share ("the Subscription Price").
2. Following completion of the above increase, which will take place on 24/12/2006 at the latest (in accordance with the decision of the Board of Directors of the Bank dated 01/11/2006), the Bank''''s share capital will amount to 172,029,182.13 euro and will be divided in 63,479,403.00 common registered shares, of nominal value 2.71 euro each. The balance between the issue price and the nominal value of each share, of a total amount of 13,037,692.77 euro, will be credited, in accordance with the law and the articles of association, to the account "Reserve from the issuance of shares above par". The total proceeds of the issue will amount to 52,736,734.80 euro.
3. Holders of the right of participation to the share capital increase will be: a) all the holders of the existing shares of the Bank being registered in the Shareholders Register of the Central Securities Depository, after the completion of clearance of the transaction effected until the end of the Athens Exchange''''s session on the business day preceding the preemption right cut off date, that is on 03/11/2006, b) those acquiring preemption rights during the trading period on the Athens Exchange. Furthermore, in case that, following the exercise of preemption rights, New Shares have not been subscribed (the "Rump Shares"), a subscription right is granted to those having exercised preemption rights in accordance with the aforementioned, in order to acquire Rump Shares at the Subscription Price and up to four times the number of New Shares corresponding to the preemption rights exercised by such investors (the "Subscription Right"). The Subscription Right will be exercised until the last day of the preemption right exercise period, while at the same time it will be reduced to down pay corresponding to the Rump Shares, for which the said investors exercise their Subscription Right.
4. The Subscription Price of the New Shares may exceed the stock market price of the existing shares at the time of the preemption right cut off, in accordance with the provisions of article 306 of the Athens Exchange Regulation.
5. From 06/11/2006 the existing shares of the Bank will be traded on the Athens Exchange without preemption right in the increase of the share capital by payment in cash. From the same date, hence from 06/11/2006, the opening price of the existing shares of the Bank on the Athens Exchange will be set out according to the Athens Exchange Regulation, as in force.
6. The preemption right exercise period is from 13/11/2005 to 27/11/2006.
7. The commencement of the preemption rights trading on the electronic trading system of the Athens Exchange coincides with the commencement of the preemption right exercise period. It is noted that the trading of the preemption rights cannot be effected on the last four (4) business days before the end of their exercise. The end of the session on 21/11/2006 is the last trading day for the preemption rights on the electronic trading system of the Athens ge.
8. The preemption rights for the acquisition of New Shares are transferable and will trade on the Athens Exchange. The preemption rights will be credited on each holder''s Share Account kept with the Dematerialized Securities System (D.S.S.), on the date of commencement of their trading. The preemption rights that are not exercised until the end of the exercise period (hence until 27/11/2006) cease to be valid ipso jure.
9. The exercise of the preemption right will take place on business days and hours throughout the network of the Bank "ASPIS BANK ATE" branches. The holders of the preemption rights will exercise them by presenting the relevant certification of Block of Rights issued by the Central Securities Depository (C.S.D.). For the issue of such certification they must address: a. their securities account operator (Stock Exchange Company or Custodian), if their shares are not kept at a special account at the D.S.S. and b. the Central Securities Depository (C.S.D.) if their shares are kept at a special account at the D.S.S. Moreover, in order to exercise preemption rights, preemption right holders shall present to the branches of ASPIS BANK ATE their identity card, the Tax Registration Number, the Dematerialized Titles System data in printed form, as well as the relevant Certification of Block of Rights for the exercise of preemption right, which shall be requested from their account operator (or by the C.S.D. if their shares are kept in the C.S.D.''''s Special Account). It is noted that the preemption right holders, during the exercise of their rights, shall also state: a) the investor share number at the C.S.D., b) the securities account number at the C.S.D. and c) the authorized operator of their securities account to which they wish to register their shares. On their subscription, Messrs Shareholders, during the exercise of their rights, shall pay the price of the New Shares (3.60 euro per share) for which they subscribe, to a special account, already opened by the Bank for that purpose. A receipt will be provided to the subscribed Shareholders, such receipt not being a security title, not constituting a provisional share title and not tradable on the Athens Exchange. Simultaneously with the exercise of the preemption rights, the holders of such rights may exercise the Subscription Right by means of submission of a written statement to ASPIS BANK branches and by simultaneous block of the aggregate amount corresponding to the Rump Shares for which they exercise their Subscription Right.
10. In case that, following the exercise of the preemption rights there still remain, any Rump Shares, such Shares will be disposed by the Board of Directors of the Bank as follows: a) to the Shareholders having exercised Subscription Right. If the number of Rump Shares is not sufficient to cover the request of such investors, the investors will be satisfied pro rata to the number of requested Rump Shares until the full subscription of the request. The paid subscription amounts not used for the acquisition of Rump Shares will be returned interest-free to the Shareholders having exercised Subscription Rights. b) in case there still are Rump Shares, the Board of Directors of the Bank will dispose them, at its discretion. It however noted that by virtue of an agreement between the Bank and the Bank EFG Eurobank Ergasias (the "Subscription Guarantor") regarding a partial and conditional subscription guarantee, the Bank may dispose at the Subscription Price up to 6,755,303 Rump Shares to the Subscription Guarantor or to third parties indicated by the latter, including any legal entities pertaining in Eurobank EFG Group. c) Provided there are still Rump Shares, the Share Capital will increase up to the amount of subscription in accordance with the provisions of article 13a of C.L. 2190/1920.
11. Fractions of shares will not be issued; to that end Messrs Shareholders are recommended to accrue a number of sharest upon exercise of the preemption rights will constitute a whole number of New Shares.
12. The New Shares deriving from the present increase will be dematerialized and will include the right to dividend from the profits of the financial year 2006.
13. The Prospectus regarding the share capital increase of the Bank, as approved by the Board of Directors of the Hellenic Capital Markets Commission on 20/10/2006, is available to the public in electronic form, in the Athens Exchange web site, www.ase.gr., as well as in the ASPIS BANK web site, www.aspisbank.gr, and in printed form, at the offices of the Bank, 22, Omirou Str., Athens, as well as at the branches of the Bank during the preemption rights exercise period.
14. The date of commencement of trading of the new shares on the Athens Exchange, following completion of the share capital increase, will be decided by the Board of Directors of the Bank and will be communicated by means of a new announcement.
For further information, Messrs Shareholders may address their queries to the Shareholders Services Department of the Bank (tel. 210- 9986150 Ms. Anna Geli, tel. 210-9986151 Ms. Eleana Batsi).