EFG Eurobank Ergasias S.A. announces that the Bank’s Repeat Extraordinary General Shareholders Meeting convened on August 2nd, 2007 with a quorum of 59,41% of the paid up share capital, regarding the increase of the share capital and resolved the following:
- The Bank’s share capital will increase by € 168,972,364 to be paid in cash through the issue of 61,444,496 new shares, of nominal value € 2.75 (“New Shares”) offered at € 20 (‘Offer Price”), in favour of existing shareholders, in a ratio of 2 New Shares for every 15 held. The excess above par of the proceeds from New Shares will be transferred to the Share Premium Account.
- All New Shares will be registered ordinary voting shares in electronic form and will be entitled to dividend for the financial year 2007.
- The period for the call and payment of the share capital increase will be four months.
- Those entitled to pre-emption rights (“Pre-emption Rights”) include:
(i) existing shareholders of the Bank who are recorded in the Hellenic Exchanges S.A. (H.E.L.E.X.) Register after the close of business and settlement of transactions of the Athens Exchange on the day before the ex-rights date, to be determined and announced by the Board of Directors, and
(ii) all those who will acquire pre-emption rights from trading on the Athens Exchange.
- The Bank will sell the pre-emption rights of its treasury shares within the trading period of such rights.
- The exercise period for Pre-emption Rights will last 15 days.
- If there are new shares unsubscribed after the exercise of Pre-emption Rights (“Unsubscribed Shares”), the following rights will be granted:(i) To each of the Group’s Directors, executive management and staff in Greece and abroad (“Employees”), as at the time of the offer of the New Shares, entitlement (“Rights of the Employees”) to subscribe at the Offer Price for 200 Unsubscribed Shares up to total for all the Employees of 1.500.000 Unsubscribed Shares. The entitlement is subject to the timely receipt of any regulatory approvals needed.
(ii) To those shareholders who exercise Pre-emption Rights, entitlement to subscribe at the Offer Price for one Unsubscribed Share for every two New Shares for which they have exercised Pre-emption Rights (“Pre-subscription Rights”).
- Once the aforementioned persons have declared the rights they wish to exercise, those shares for which Pre-emption Rights have not been exercised will be allocated at the Offer Price, as the Bank’s Board of Directors may resolve, pro-rata and in order of priority as follows:
(i) to the Employees who exercised their rights up to the above mentioned personal and total Employees limits
(ii) to the shareholders who exercised their Pre-subscription Rights
- In the event that there are still unsubscribed shares left even after the exercise of the Rights of the Employees and the Pre-subscription Rights the Board of Directors is authorized to offer the remaining shares at its discretion at a price at least equal to the Offer Price.
- If shares are still unsubscribed, the Bank’s share capital will increase by the final subscribed amount, in accordance with article 13a of the c.l. 2190/1920.
- Article 5 of the Articles of Association of the Bank will be amended accordingly, to include the increase of the Bank’s share capital and the number of shares.
- The Board of Directors will determine, according to the law and in consultation with the Authorities responsible, the procedural and technical details and timing required for the matters described above. Its desicions will be announced in due course.
The resolution of the General Meeting will be implemented after the required approvals from the Authorities responsible have been obtained and following the due legal process.