|
22/6/2006 ORDINARY GENERAL
ASSEMBLY DECISIONS
EGNATIA BANK communicates that
the Ordinary General Assembly of
Stakeholders – owners of common Bank
stocks took place on 22nd June,
2006, on the participation of 131
stakeholders representing 68.382.957
shares that is 73,388 % of the Bank
capital stock.
During the session all agenda issues were
discussed and decisions were made as follows:
1. They approved The Annual Financial Statements,
the Consolidated Financial Statements of the
business year 2005, Board of Directors’ (BoD) and
Chartered Auditor Accountants’ relative reports.
Distribution dividend 0,05 euro per share was
decided. Drawing beneficiaries of the distributed
dividend shall be the stakeholders – owners of
common and preferential stocks, respectively, at the
closing of the exchange of the session of 26th June,
2006. The 27th June, 2006 is deemed as the Cutting
off Date. The dividend will be paid on 5th July,
2006 by EGNATIA BANK. The Company will make a
different communication as far as the Cutting off
and dividend payment procedures are concerned
pursuant to article 279 of the Stock Exchange
Regulation.
2. Members of the Board of Directors and Chartered
Auditors Accountants have been released from every
return liability on the Annual Financial Statements,
the Consolidated Financial Statements and the
management of business year 2005.
3. They decided that KPMG Kyriakou Chartered
Auditors Accountants Company will be liable to
prepare the Bank’s Annual Financial Statements, the
Group’s Consolidated Financial Statements for the
business year 2006. Their fee has been decided as
well.
4. They ratified the composition of the new Board of
Directors of 11.4.2006 as follows: Andrea
Vgenopoulos – executive member of the BoD,
Eleftheria Chiliadaki – executive member of the BoD,
Androniki Plakomichelaki – executive member of the
BoD, Constantinos Los – non executive independent
member, Ioannis Grammatidis – non executive
independent member. These members replaced the
former members of the Bank that resigned. The rest
of their service and their actions have been also
approved.
5. New Board of Directors has been elected and the
following independent members have been defined as
follows:
Vasilios Theoharakis
Alexandros Mpakatselos
Andreas Vgenopoulos
Eleftherios Chiliadakis
Panagiotis Throuvalas
Androniki Plakomichelaki
Panagiotis Theoharakis
Despoina Theoharakis
Michalis Louis
Constantinos Los, independent member
Ioannis Grammatidis, independent member
6. The Bank contracts with Mr. Eleftherios
Chiliadakis as managing director and Mrs. Androniki
Plakomichelaki as General Director of the Bank have
been approved. Their fee has been decided as well
pursuant to articles 23a and 24 c.l. 2190/1920.
7. Leaves have been given, pursuant to article 23,
par. 1 of the Codified Law 2190/1920, to the members
of the BoD and the Directors in order to participate
in Administrative Councils or the Direction of
associated companies pursuing the same or similar
aims.
8. They decided the arrangement of the rest
fractional preemptive rights of common and
preferential stocks (10.087 common and 2.496
preferential stocks) resulted by the increase in the
Bank capital stock of 28.06.2000, sale in accordance
with L. 3371/2005 and all derived decisions of EC.
9. They decided an increase of 10.232.047,80 euros
in the Bank capital stock and the amendment of
article 6 of the Bank charter due to the bond
conversion of the Bank’s convertible bonded loan,
which was published in virtue of the decisions of
3.10.2002 and 19.11.2002 of the Board of Directors
in stocks (common and preferential) from 1.1.2005
until 22.6.2006.
10. They also decided the decrease in the Bank’s
capital stock, through respective decrease in the
nominal value of each stock by erasing an amount of
loss equal to the accounting losses provoked during
the first application of International Accounting
Standards (I.A.S), that is € 28.575.252,43, with
parallel equal increase in the Capital Stock, in the
nominal value per share via capitalization of
reserves below par amount and reserves L. 2065/1992
and amendment of article 6 of the Bank Charter.
11. They also decided an increase of 93.861.130,50 €
in the Bank capital stock with cash payment through
the above par issue 18.640.298 new common and
2.217.731 new preferential nominal stocks. Its
buying price is 4,5 € per share and the analogy is 1
new stock for 5 old stocks. They also decided the
amendment of article 6 of the Bank’s Charter and
provision of preemptive right for the old
stockholders and bondholders, who have probably
already converted their bonds into stocks. To
exercise a preemptive right there is a limited
period of four (4) months. The Board of Directors
has been authorized to set the start up date of
exercising the preemptive right. At the same time,
Mr. V. Theoharakis and Marfin Financial Group
repeated their intention to preserve (subject to the
decrease due to stock distribution to the personnel)
the minimum rate of their stocks not only for the
period until the increase conclusion, but also for
six (6) months after the negotiation start up of the
new stocks
12. They decided to offer up to 2 million stocks to
the Group personnel in case of them staying unloaded
due to non exercise of the preemptive right by the
beneficiaries. If the amount of unloaded stocks is
less than 2 millions, the master stockholders will
reassure the total necessary stock amount by not
exercising their preemptive rights.
13. They decided to issue a convertible bonded loan
of 400 million (converting price 7,60 euros and a
common bonded loan 600 million euros in order to
reinforce the Group’s liquidity and capital
adequacy. General Assembly authorized the Board of
Directors to define the time and the specific issue
terms of the convertible and the common bonded loan.
14. They decided to authorize the Bank Board of
Directors to modify the terms of the Bank
convertible bonded loan issued in virtue of the
decisions of 3.10.2002 and 19.11.2002 of the Board
of Directors, so that the new terms will not block
the Bank merger procedure process.
At the same time, EGNATIA BANK communicates that the
22nd June, 2006 took place a Special General
Assembly of stockholders – preferential stock owners
with the participation of stockholders representing
6.580.604 stocks that is 59,348 % of the Bank
capital stock. Due to non quorum, the Special
General Assembly will be repeated. The Assembly’s
president proposed to the BoD that the First
Repeated Special General Assembly of stockholders –
preferential stock owners should take place on
Tuesday, 11 July 2006 at 13:00 at MACEDONIA PALACE
HOTEL.
11/7/2006 SPECIAL GENERAL ASSEMBLY
EGNATIA BANK communicates that on 11.7.2006 took
place the First Repeated Special General Assembly of
stockholders – preferential Bank stock owners, with
the participation of stockholders representing
6,376,935 stocks (in particular 39 stockholders
attended the session in person or through their
representatives), that is 57,51% of the capital
stock of the Bank preferential stocks.
During the session all agenda issues were
discussed and decisions were made as follows:
1. They approved the decision made by the Ordinary
General Assembly of stockholders – preferential
stock owners on 22.6.2006 for the arrangement of
fractional common and preferential stock preemptive
rights (10.087 common and 2.496 preferential stocks)
which turned up by the Bank capital stock increase
on 28.06.2000, sale in accordance with L. 3371/2005
and all derived decisions of EC
2. They approved the decision made by the Ordinary
General Assembly of stockholders – preferential
stock owners on 22.6.2006 for the amendment of
article 6 of the Bank’s Charter due to the Bank
Capital stock increase of 10.232.047,80 euros
because of the bond conversion of the Bank’s
convertible bonded loan issued in virtue of
decisions made by the BoD 3.10.2002 and 19.11.2002
in stocks (common and preferential), from 1.1.2005
until 22.6.2006.
3. They approved the decision made by the Ordinary
General Assembly of stockholders – preferential
stock owners on 22.6.2006 for the Bank capital stock
decrease and the respective decrease in the nominal
value of each share by erasing an amount of loss
equal to the accounting losses provoked during the
first application of International Accounting
Standards (I.A.S), that is 28.575.252,43 euros, with
parallel equal increase in the Capital Stock, in the
nominal value per share via capitalization of
reserves below par amount and reserves L. 2065/1992
and amendment of article 6 of the Bank Charter.
4. They approved the decision made by the Ordinary
General Assembly of stockholders – preferential
stock owners on 22.6.2006 for the Bank capital stock
increase with cash payment through the above par
issue 93.861.130,50 new common and 18.640.298 new
preferential nominal stocks. Its buying price is 4,5
€ per share and the analogy is 1 new stock for 5 old
stocks. They also approved all special arrangements
decided by the Ordinary General Assembly (increase
in capital stock of 24.403.893,93 €, while Special
Reserve through the above par issue will increase of
69.457.236,57 euros). At the same time the
amendments of article 6 of the Bank’s Charter have
been approved.
5. They approved the decision made by the Ordinary
General Assembly of stockholders – preferential
stock owners on 22.6.2006 to authorize the Bank
Board of Directors to modify the terms of the Bank
convertible bonded loan issued in virtue of the
decisions of 28.6.2001 of the General Assemblies of
common and preferential stocks and in virtue of the
decisions of 19.11.2002 of the Board of Directors so
that the new terms will not block the Bank merger
procedure.
6. They approved the decision made by the Ordinary
General Assembly of stockholders – preferential
stock owners on 22.6.2006 to issue a convertible
bonded loan of 400 million (converting price 7,60
euros and a common bonded loan 600 million euros in
order to reinforce the Group’s liquidity and capital
adequacy.
|