Announcement Resolutions of the Bank’s Repeat Annual General Shareholders’ Meeting of 11.7.2011 | Eurobank
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Announcement Resolutions of the Bank’s Repeat Annual General Shareholders’ Meeting of 11.7.2011

EFG Eurobank Ergasias S.A. (the Bank) announces that the Repeat Annual General Meeting of 11th July 2011, with a quorum of 54.38% corresponding to 300,698,675 shares with voting rights resolved the following, in respect of items 6 and 7 on the Agenda dated June 6, 2011 for which discussion and decision making had been postponed due to lack of the quorum required by law at the Annual General meeting on 28 June 2011:

1. The decrease of the Bank’s share capital by the total amount of €326 million by reducing the nominal value of the ordinary shares from €2.81 to €2.22 in order to offset transformation losses from previous years’ mergers and losses carried forward. Regarding the reduction of the Bank’s share capital and the formation of a special reserve, according to Article 4, par. 4a of Law 2190/1920, the Repeat Annual General Meeting reached no decision, since the relevant legal requirements were not met.

As a result of the above share capital decrease, Article 5 of the Bank’s Articles of Association is amended accordingly.

The voting results on the above item were as follows:

  • Number of shares for valid votes given 297,536,623 (53.81% of the share capital with voting rights), out of which:

- For: 297,536,623

- Against: 0

  • Abstain: 3,162,052

2. The amendment of the terms of the 30.6.2009 General Meeting resolution regarding the issue of a callable bond, convertible into ordinary shares of the Bank, for private placement, waiving pre-emption rights of existing shareholders, for bonds worth €150m not yet issued (including €50m bonds that are still owned by the Bank or its subsidiaries) and the increase of the bond’s total amount by up to €100m, under the condition that the number of ordinary shares that may be issued in case of conversion, following the decision of this General Meeting, in total will not exceed 10% of the total number of the Bank’s ordinary shares existing at the time of the issue. The bonds that will be issued will be convertible into ordinary shares of the Bank at maturity, following a written declaration of the bond holder to the Bank. The Board will decide on the final conversion price or the final conversion ratio prior to each issue, taking into consideration the prevailing market conditions at time of the issue, with the limitation that this price will not be lower than the share market price during the period preceding the conversion or, at the discretion of the Board, the issuance of the bonds, at a small discount up to 15% for liquidity purposes and that in any case, this price cannot be lower than the nominal value of the share or higher than €50 per share. Finally, the Board will decide at its discretion, under the relevant authorization given by the General Meeting, the amendment of other terms of the 30.06.2009 decision of the General Meeting, and in particular the term of the bonds, their private placement, their face and par value, the coupon rate as well as any possible right of the Bank to redeem them, to supplement the above basic terms resolved by the General Meeting, the special terms of the bonds and the bonds issue, taking into account the market conditions, up to abovementioned amount in whole or in tranches within three years from the above mentioned decision of this General Meeting. In case the total amount of the bonds is not issued, the bonds will be issued up to the amount covered within the above prescribed period.

The voting results on the above item were as follows:

  • Number of shares for valid votes given 296,713,623 (53.66% of the share capital with voting rights), out of which:

- For: 296,713,623

- Against: 0

  • Abstain: 3,985,052