Decisions of the Extraordinary General Meeting of 28.09.2011
"MARFIN POPULAR BANK PUBLIC CO LTD" (the “Bank”) announces that on 28.09.2011 an Extraordinary General Meeting was held the participation, in person or by proxy, of 271 shareholders representing 628.168.451 shares, i.e. 38,99% of the Bank’s share capital. During the Meeting concerned, discussion took place and decisions were taken on all the matters on the agenda, as follows:
Special Resolution 1
Approval was granted that the Board of Directors is authorized to proceed with the issue and allotment of new Capital Securities up to the amount of €738.000.000,00 in replacement of previous issues of Capital Securities of the Company issued in 2008, 2009 and 2010, with a minimum conversion price equal to the nominal value of each share and with any other issue terms it may decide, which will not be firstly offered to the shareholders of the Company but to be disposed to the holders of existing Capital Securities issued by the Company, as well as that the Board of Directors is authorized to proceed with the issue and allotment of the required number of shares in the framework of the mandatory conversion of the new Capital Securities into ordinary shares of the Company which is activated under certain conditions which will be defined in the issue terms of the new Capital Securities, without these shares be firstly offered to the shareholders of the Company in accordance with the Articles of Association of the Company and the relevant legislation, but to be allotted to the holders of these Capital Securities.
Valid votes: 628.100.446 shares, i.e. 99,99% of the share capital represented
For: 613.323.043 shares, i.e. 97,65% of the valid votes
Against: 14.777.403 shares, i.e. 2,35% of the valid votes
Abstention: 68.005 shares, i.e. 0,01% of the share capital represented
Ordinary Resolution
Approval was granted that the authorized share capital of the Company is increased from €1.870.000.000,00 divided into 2.200.000.000 ordinary shares of nominal value €0,85 each, to €2.465.000.000,00 divided into 2.900.000.000 ordinary shares of nominal value €0,85 each, by the creation of 700.000.000 new ordinary shares of nominal value €0,85 each, which will have the same rights as the existing ordinary shares of the Company.
Valid votes: 627.881.586 shares, i.e. 99,95% of the share capital represented
For: 627.843.570 shares, i.e. 99,99% of the valid votes
Against: 38.016 shares, i.e. 0,01% of the valid votes
Abstention: 286.865 shares, i.e. 0,05% of the share capital represented
Special Resolution 2
Approval was granted that Regulation 84 of the Articles of Association of the Company to be replaced as follows:
“84. The Board of Directors may from time to time and at any time by its resolution appoint any company, firm, physical person or body of physical persons, whether nominated directly or indirectly by the Directors, to be the representative (or representatives) or attorney (or attorneys) of the Company for such purposes and with such powers, authorities, limits, restrictions and discretions (not exceeding those vested in or exercisable by the Directors under these Regulations) and for such period and subject to such conditions as they may think fit; and any such resolution may contain such provisions for the protection or convenience of third persons dealing with any such representative or attorney as the Board of Directors may think fit and may also authorise by power of attorney any such representative or attorney to delegate all or any of the powers, authorities and discretions vested in him.
Without prejudice of the generality of the above, in case that, according to Greek legislation, the Company is required to appear in person before a Court, Prosecution Authority or any other Judicial Authority (even conducting a preliminary examination or pre-inquisition or interrogation) within Greek territory, indicatively in case of signing, filing, oath giving with regard to a complaint or indictment, waiver of the right to file an indictment and recall of an indictment, as well as in case of appearance as civil plaintiff before the criminal courts during preliminary proceedings and hearings and waiver thereof, and also in case of filing of remedies against criminal decisions and decrees and waiver thereof, and in all cases requiring the personal appearance before a Court, Prosecution Authority or any other Judicial Authority (within Greek territory), the Company is duly represented by the Chairman of the Board of Directors, the Vice Chairmen, the Chief Executive Officer, the Deputy Chief Executive Officers, the responsible and legal representative of the Greek Branch of the Company, as well as other persons appointed by a resolution of the Board of Directors, acting severally and without co-action of the others and being entitled to delegate all or part of the above powers to Directors, employees of the Company or third persons.”
Valid votes: 617.494.329 shares, i.e. 98,30% of the share capital represented
For: 617.494.329 shares, i.e. 100% of the valid votes
Against: 0 shares
Abstention: 10.674.122 shares, i.e. 1,70% of the share capital represented