EFG Eurobank Ergasias S.A. (“EUROBANK”) announces that the adjourned A´ Repeat Extraordinary General Meeting convened today, 8th February 2011, with a quorum of 55.59% of the ordinary shares paid in share capital and resolved the following:
· The merger of Eurobank EFG with “DIAS Portfolio Investments S.A.” (“DIAS”) by absorption of the latter by the former.
· The approval of the Draft Merger Agreement with an exchange ratio of 5.3 existing Dias shares for 1 new EUROBANK share and 1 new EUROBANK share for every 1 EUROBANK share held.
· The increase of the Bank’s share capital:
i. due to the merger by the amount of €69,987,530.76, which corresponds to the share capital contributed by DIAS, after the deduction of €25,286,867.92 corresponding to the total nominal value of the 27,485,726 DIAS shares held by EUROBANK, and by the amount of €1,667,607.64, representing the aggregate nominal value of 1,812,617 DIAS own shares.
ii. due to the capitalization of part of EUROBANK’s share premium by the amount of €2,661,422.86, for rounding reasons of the new ordinary share’s nominal value which is modified from €2.75 to €2.81.
Following the above increases, the Bank's share capital will amount to €2,503,910,079.87, divided into 898,448,427 shares, of which a) 552,948,427 with voting rights, of a nominal value of €2.81 each, and b) 345,500,000 preference shares, without voting rights, issued under L.3723/2008, of a nominal value of € 2.75 each.
· The amendment of the articles 5 and 6 of the Bank’s Articles of Association.
· To authorize the Board of Directors to arrange for the procedural issues and technical details for the issue and listing of the new shares and to immediately liquidate, any fractional rights that may result from the above increase and distribute the proceeds from the sale to the beneficiary shareholders.
The voting results were as follows:
For: 279,530,951 (93.37%)
Against: 193,127 (0.06%)
Abstain: 19,655,403 (6.57%)