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BANK OF ATTICA S.A.
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Resolutions of the Extraordinary General Meeting March 7th, 2007
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March 7, 2007 Bank of Attica S.A. announces that its Extraordinary General Meeting held on March 7th 2007, was attended by 15 shareholders, owning 67.563.341 shares (81,8177% of the share capital). Resolutions of the General Meeting (in accordance with the provisions of Law 2190/1920 and the Regulation of the Athens Stock Exchange): ?. Increase of the Bank's share capital by 17.341.361,10 euros through the issue of 49.546.746 new common registered shares (nominal value: 0,35 euro each, issue price: 3,00 euros each) which leads to an increase of the Bank's equity capital by 148.640.238 euros. The amount of 131.298.876,90 euros resulting from the difference between the nominal and the issue price of the shares will be credited to the account 'difference from issuing shares above par'. The issue price of each new share cannot be higher than its market value at the time when ex-rights take effect. Pre-emptive rights for the capital increase will be provided to existing shareholders that will be registered in the Bank's shareholder register on the date that will be chosen by the Bank's Board of Directors for the effect of ex-rights. More specifically, with regard to the exercise of pre-emptive rights by existing shareholders, the General Meeting has decided as follows: - Existing shareholders can exercise pre-emptive rights at a ratio of 3 new shares to every 5 old shares by paying the relevant amount. - Existing shareholders can exercise their pre-emptive rights within fifteen days after the relevant approval processes have been completed and announcements in the Press have been made. - Share fractions will not be issued. Shareholders are advised to have a number of shares which, after the exercise of the pre-emptive rights, produce an integer number of new shares. - If pre-emptive rights are not exercised before the subscription deadline, they lapse. Pre-emptive rights will not be suspended or limited to the benefit of third parties or the employees of the Bank. The General Meeting has not approved a stock option plan for its employees (cf. Law 2190/1920art. 13, par. 9). ??. Authorization of the Board of Directors of the Bank to decide upon the distribution of 500.000 new shares -that will be left from the partial, proportional waiver of the pre-emptive rights of the main shareholders of the Bank (the Engineers and Public Works Contractors' Pension Fund, the Greek Postal Savings Bank and the Loans and Consignments Fund) - by private placement to the employees of the Bank and its Group. The waiver of pre-emptive rights by the Bank's three major shareholders has been recorded in letters submitted by them at the General Meeting and also stated by their representatives who attended it. ???. Setting of the deadline for the exercise of pre-emptive rights by the shareholders and specification of the remaining conditions pertaining to the capital increase, the right of new shareholders to dividends and the listing of the shares that will result from the capital increase on the Athens Stock Exchange. The deadlines for the exercise of pre-emptive rights will be specified by the Board of Directors of the Bank. Pre-emptive rights can be exercised throughout the period that is going to be specified. The call for the exercise of pre-emptive rights will be published in the Press. The exercise of pre-emptive rights will be effected in accordance with the provisions of the relevant laws and the Regulation of the Athens Stock Exchange. In the event that after the exercise of pre-emptive rights there are shares which are not subscribed for, existing shareholders and persons that will buy pre-emptive rights during their dealing period, can pre-subscribe and exercise their pre-emptive rights, for a number of shares that will not be greater than four times the number of shares corresponding to the pre-emptive rights they have already exercised. Persons that will decide to pre-subscribe according to the process described above, will be required to pay the total price corresponding to the number of unsubscribed shares they pre-subscribe for. In the case that after the exercise of pre-emptive rights and after the private placement mentioned above, there are still shares that have not been subscribed for, the General Meeting authorised the Board of Directors to distribute the shares to those persons that have exercised pre-subscription rights. If the number of shares that have not been subscribed for is not enough to cover the demand, then these shares are going to be distributed to the investors proportionately until all shares have been taken up. In the event that there are shares that have not been subscribed for after the exercise of pre-emptive rights and after the private placement and the pre-subscription process, the Board of Directors can decide to distribute them at its discretion to other persons (shareholders or not) or to the underwriters or to persons recommended by the latter, at the offer price. In the case that there are still shares that have not been subscribed for after all the processes mentioned in the previous paragraph are completed, then EFG Eurobank Ergasias S.A. and ?lpha Bank S.A. have offered to buy these shares (with the exception of those that may be left after the private placement) at the issue price in order to maintain or increase the free float of the Bank's shares to 20% of the Bank's share capital. This commitment will be undertaken after signing the relevant contract. The new shares will provide rights to dividends as of 2006, provided that the General Meeting of the Bank decides to provide dividends for that year and in the case in which the new shares have been recorded in the D.S.S. by the day the ex-rights to dividends take effect. If for any reason the Board of Directors fails to distribute shares that have not been subscribed for, then the share capital increase will be reduced by the amount of these shares according to Law 2190/1920, art. 13a. EFG Telesis Finance S.A. and ?lpha Bank S.A. will be the underwriters of the capital increase and will be responsible for drafting the prospectus and co-ordinating the process. IV. Amendment of art. 5 of the Articles of Association as to the final amount of the share capital, the number of shares and their nominal value as follows: ?he Bank's share capital of 28.902.268,50 euros was increased by 17.341.361,10 euros by virtue of the resolution of the Extraordinary General Meeting of its shareholders held on March 7th 2007 with the issue of 49.546.746 new common registered shares, of nominal value 0,35 euro/share. As a result the share capital of the Company amounts to 46.243.629,60 euros divided into 132.124.656 common registered shares of 0,35 euro each. V. Authorization of the Board of Directors: - The Board of Directors has been authorized to proceed to all actions that are necessary for the implementation of the above resolution of the General Meeting - including all actions involved in the drafting of the Prospectus, the processes to be followed in order to get all necessary permissions and approvals by the Bank of Greece, the Capital Market Commission and the Athens Stock Exchange, the listing of the new shares in the Athens Stock Exchange- and take care of all the matters that are related to the share capital increase. - The Board of Directors has been authorized to negotiate the conditions of the share capital increase with all entities involved.
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