CYPRUS POPULAR BANK PUBLIC CO LTD
DECISIONS OF ANNUAL AND EXTRAORDINARY GENERAL MEETINGS AND BOARD OF DIRECTORS OF 15.05.2008
"MARFIN POPULAR BANK PUBLIC CO LTD" (the "Bank") announces that on 15.05.2008 the Annual General Meeting was held with the participation, in person or by proxy, of 495 shareholders, representing 50,80% of the Bank's share capital. During the meeting concerned, discussion took place and decisions were taken on all of the matters on the agenda, as follows:
1. The Report of the Directors and the Auditors were considered and unanimously approved, as well as the Financial Statements of the Bank for the year ended 31 December 2007.
2. Approval was unanimously granted for distribution of a dividend for the 2007 year of Euro 0,35 per share. At the same time the Board of Directors of the Company was authorised to determine the ex-dividend date and the date and procedure for payment of the dividend to beneficiaries, taking account of the Financial Calendar announced to investors. According to the above Calendar, beneficiaries for the dividend will be those holding shares at the end of the trading session of the Athens Stock Exchange an d the Cyprus Stock Exchange on 22.05.2008, the ex-dividend date will be 23.05.2008 and the start date for payment of the dividend will be 02.06.2008. Shareholders have already been granted the right of re-investment of part or all of the dividend into shares of the Bank. The re-investment price will be 10% lower than the average closing price of the Bank's share on the Cyprus Stock Exchange and Athens Stock Exchange for the period 23 - 29.05.2008 (first five days during which the share of the Bank shall be quoted ex-dividend).
3. The Annual General Meeting was informed that Vincent Pica has submitted his resignation as from the date of the Annual General Meeting. Approval was then granted on the basis of 99.7% of the share capital represented for the election of the other Members of the Board of Directors, namely of Soud Ba'alawy, Neoclis Lysandrou, Andreas Vgenopoulos, Efthimios Bouloutas, Panayiotis Kounnis, Christos Stylianides, Eleftherios Hiliadakis, Platon Lanitis, Constantinos Mylonas, Vasilis Theocharakis, Stelios Styli anou, Markos Foros, Sayanta Basu, and Nicholas Wrigley.
4. Approval was unanimously granted for an annual fee of Euro 20.000 for the Non-Executive Members of the Board of Directors and Euro 10.000 for the Chairman of the Audit Committee.
5. Approval was unanimously granted for the reappointment of PricewaterhouseCoopers and of Grant Thornton as Auditors of the Bank and the Board of Directors was authorised to determine their remuneration.
DECISIONS OF EXTRAORDINARY GENERAL MEETING Following the conclusion of the Annual General Meeting business, an Extraordinary General Meeting of the shareholders of the Bank was held with the participation, in person or by proxy, of 464 shareholders, representing 49,81% of the Bank?s share capital. During the meeting concerned, discussion took place and decisions were taken on all of the matters on the agenda, as follows:
1. Approval was unanimously granted in conformity with the provisions of Law of 2007 on Adoption of the Euro regarding the conversion of the share capital, from 1 January 2008:
(a) The share capital of the Bank is converted from Cyprus Pounds to Euro.
(b) The nominal value of a Bank share is converted and decreased, after rounding down, from CYP 0,50 to EUR 0,85.
(c) The nominal share capital of the Bank is converted and decreased from CYP 475.000.000 (EUR 811.585.684,65), divided into 950.000.000 shares, each with a nominal value of CYP 0,50, to EUR 807.500.000, divided into 950.000.000 shares, each with a nominal value of EUR 0,85.
(d) The issued share capital of the Company is converted and decreased, after rounding, from CYP 398.345.574,50 (EUR 680.613.822,76) to EUR677.187.476,65, divided into 796.691.149 shares, each with a nominal value of EUR 0,85.
(e) The reduction in the issued share capital of the Bank resulting from the above conversion of the share capital from Cyprus Pounds to Euro totalling Euro 3.426.346,11 is entered in a Special Reserve Accfount which will be called "Difference from the conversion of the share capital to Euro", for future capitalization or other lawful use.
2. Approval was unanimously granted that the Ordinary Resolution which was voted and approved at the Extraordinary General Meeting of the Bank which was held on 17 December 2007 in relation to the conversion of the share capital of the Bank from Cyprus Pounds to Euro is cancelled.
DECISIONS OF THE BOARD OF DIRECTORS
The Board of Directors, which was elected by the Annual General Meeting of its Shareholders, was constituted as follows:
Soud Ba'alawy - Chairman, Non Executive Member,
Neoclis Lysandrou - Vice Chairman, Non Executive Member,
Andreas Vgenopoulos - Vice Chairman, Executive Member,
Efthimios Bouloutas - Group Chief Executive Officer,
Christos Stylianides - Deputy Chief Executive Officer,
Panayiotis Kounnis - Deputy Chief Executive Officer,
Eleftherios Hiliadakis - Executive Memeber,
Platon Lanitis - Non Executive Member,
Constantinos Mylonas - Independent Non Executive Member,
Vasilis Theocharakis - Non Executive Member,
Stelios Stylianou - Non Executive Member,
Markos Foros - Independent Non Executive Member,
Sayanta Basu - Non Executive Member,
and Nicholas Wrigley - Independent Non Executive Member.
The Board of Directors, following its constitution, elected Mr Constantinos Mylonas as Senior Independent Non Executive Director and also appointed the following Committees:
Audit Committee: Constantinos Mylonas - Chairman, Markos Foros, Nicholas Wrigley - Members
Remuneration Committee: Platon Lanitis - Chairman, Markos Foros, Nicholas Wrigley - Members
Nominations Committee: Platon Lanitis - Chairman, Markos Foros, Nicholas Wrigley - Members
Risk Management Committee: Neoclis Lysandrou - Chairman, Christos Stylianides, Markos Foros - Members
1. The Report of the Directors and the Auditors were considered and unanimously approved, as well as the Financial Statements of the Bank for the year ended 31 December 2007.
2. Approval was unanimously granted for distribution of a dividend for the 2007 year of Euro 0,35 per share. At the same time the Board of Directors of the Company was authorised to determine the ex-dividend date and the date and procedure for payment of the dividend to beneficiaries, taking account of the Financial Calendar announced to investors. According to the above Calendar, beneficiaries for the dividend will be those holding shares at the end of the trading session of the Athens Stock Exchange an d the Cyprus Stock Exchange on 22.05.2008, the ex-dividend date will be 23.05.2008 and the start date for payment of the dividend will be 02.06.2008. Shareholders have already been granted the right of re-investment of part or all of the dividend into shares of the Bank. The re-investment price will be 10% lower than the average closing price of the Bank's share on the Cyprus Stock Exchange and Athens Stock Exchange for the period 23 - 29.05.2008 (first five days during which the share of the Bank shall be quoted ex-dividend).
3. The Annual General Meeting was informed that Vincent Pica has submitted his resignation as from the date of the Annual General Meeting. Approval was then granted on the basis of 99.7% of the share capital represented for the election of the other Members of the Board of Directors, namely of Soud Ba'alawy, Neoclis Lysandrou, Andreas Vgenopoulos, Efthimios Bouloutas, Panayiotis Kounnis, Christos Stylianides, Eleftherios Hiliadakis, Platon Lanitis, Constantinos Mylonas, Vasilis Theocharakis, Stelios Styli anou, Markos Foros, Sayanta Basu, and Nicholas Wrigley.
4. Approval was unanimously granted for an annual fee of Euro 20.000 for the Non-Executive Members of the Board of Directors and Euro 10.000 for the Chairman of the Audit Committee.
5. Approval was unanimously granted for the reappointment of PricewaterhouseCoopers and of Grant Thornton as Auditors of the Bank and the Board of Directors was authorised to determine their remuneration.
DECISIONS OF EXTRAORDINARY GENERAL MEETING Following the conclusion of the Annual General Meeting business, an Extraordinary General Meeting of the shareholders of the Bank was held with the participation, in person or by proxy, of 464 shareholders, representing 49,81% of the Bank?s share capital. During the meeting concerned, discussion took place and decisions were taken on all of the matters on the agenda, as follows:
1. Approval was unanimously granted in conformity with the provisions of Law of 2007 on Adoption of the Euro regarding the conversion of the share capital, from 1 January 2008:
(a) The share capital of the Bank is converted from Cyprus Pounds to Euro.
(b) The nominal value of a Bank share is converted and decreased, after rounding down, from CYP 0,50 to EUR 0,85.
(c) The nominal share capital of the Bank is converted and decreased from CYP 475.000.000 (EUR 811.585.684,65), divided into 950.000.000 shares, each with a nominal value of CYP 0,50, to EUR 807.500.000, divided into 950.000.000 shares, each with a nominal value of EUR 0,85.
(d) The issued share capital of the Company is converted and decreased, after rounding, from CYP 398.345.574,50 (EUR 680.613.822,76) to EUR677.187.476,65, divided into 796.691.149 shares, each with a nominal value of EUR 0,85.
(e) The reduction in the issued share capital of the Bank resulting from the above conversion of the share capital from Cyprus Pounds to Euro totalling Euro 3.426.346,11 is entered in a Special Reserve Accfount which will be called "Difference from the conversion of the share capital to Euro", for future capitalization or other lawful use.
2. Approval was unanimously granted that the Ordinary Resolution which was voted and approved at the Extraordinary General Meeting of the Bank which was held on 17 December 2007 in relation to the conversion of the share capital of the Bank from Cyprus Pounds to Euro is cancelled.
DECISIONS OF THE BOARD OF DIRECTORS
The Board of Directors, which was elected by the Annual General Meeting of its Shareholders, was constituted as follows:
Soud Ba'alawy - Chairman, Non Executive Member,
Neoclis Lysandrou - Vice Chairman, Non Executive Member,
Andreas Vgenopoulos - Vice Chairman, Executive Member,
Efthimios Bouloutas - Group Chief Executive Officer,
Christos Stylianides - Deputy Chief Executive Officer,
Panayiotis Kounnis - Deputy Chief Executive Officer,
Eleftherios Hiliadakis - Executive Memeber,
Platon Lanitis - Non Executive Member,
Constantinos Mylonas - Independent Non Executive Member,
Vasilis Theocharakis - Non Executive Member,
Stelios Stylianou - Non Executive Member,
Markos Foros - Independent Non Executive Member,
Sayanta Basu - Non Executive Member,
and Nicholas Wrigley - Independent Non Executive Member.
The Board of Directors, following its constitution, elected Mr Constantinos Mylonas as Senior Independent Non Executive Director and also appointed the following Committees:
Audit Committee: Constantinos Mylonas - Chairman, Markos Foros, Nicholas Wrigley - Members
Remuneration Committee: Platon Lanitis - Chairman, Markos Foros, Nicholas Wrigley - Members
Nominations Committee: Platon Lanitis - Chairman, Markos Foros, Nicholas Wrigley - Members
Risk Management Committee: Neoclis Lysandrou - Chairman, Christos Stylianides, Markos Foros - Members