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| 28/12/2009 |
MARFIN POPULAR BANK PUBLIC CO LTD
TITAN CEMENT COMPANY S.A.
EUROBANK PROPERTIES REIC
EUROBANK PROPERTIES REIC
TITAN CEMENT COMPANY S.A.
ELBISCO HOLDING S.A.
MICHANIKI S.A.
MICHANIKI S.A.
SCIENS INTERNATIONAL INVESTMENTS AND HOLDINGS SA
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MARFIN POPULAR BANK PUBLIC CO LTD : Decisions of the extraordinary general meeting of company shareholders of 23.12.2009.
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"MARFIN POPULAR BANK PUBLIC CO LTD" (the "Bank") announces that on 23.12.2009 an Extraordinary General Meeting of the shareholders of the Bank was held with the participation, in person or by proxy, of 413 shareholders representing 44,20% 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:
Á. CROSS-BORDER MERGER BETWEEN THE GREEK SOCIETE ANONYME BANCAIR UNDER THE NAME "MARFIN EGNATIA BANK SA" ("Absorbed Company") and THE CYPRIOT PUBLIC LIMITED COMPANY UNDER THE NAME "MARFIN POPULAR BANK PUBLIC CO LTD" ("Absorbing Company")
1. Special Resosution 1
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented who abstained from voting) for the Cross-Border Merger through absorption of the Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank, in accordance with the provisions of Directive 2005/56/EC of the European Parliament and the Council of 26.10.2005, which was incorporated in Cypriot law with the (amending) Companies Act (Nr. 4) 2007 and in Greek law with Law 3777/2009 ("Re Cross-Border Mergers of Capital Companies and other provisions"), as well as in accordance with Cypriot (especially articles 198 - 201(xxiv) of the Companies Act) and Greek (especially articles 68 para. 2 and 69-77a. of codified law 2190/1920 on Societe Anonymes) laws as defined by the Common Draft Terms of a Cross-Border Merger dated 13 November 2009.
2. Special Resolution 2
Approval was unanimously granted (apart from two shareholders holding 0,05% of the total shares represented who abstained from voting) for the Directors' Report of the Bank and the Report and Statements of the Independent Audit Firm regarding the valuation of the merging companies and the ratio of exchange in accordance with paragraphs 4.1.4.1.1. and 4.1.4.1.3. of the Athens Stock Exchange Regulation and also the Financial Statements of the Bank as at 30.6.2009.
3. Special Resolution 3
Approval was unanimously granted (apart from two shareholders holding 0,05% of the total shares represented, who abstained from voting) for the Common Draft Terms of a Cross-Border Merger through absorption of the Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank and also the Report of the Directors (to which the opinion of the employees' representatives was attached) and the Report of the Independent Expert (articles 201(xiv) and 201(xv) of the (Cypriot) Companies Act).
4. Special Resolution 4
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented, who abstained from voting) for the appointment of the representatives of the Bank for the signing of any relevant contract, legal document or statement and also for carrying out all necessary actions for the completion of the merger.
In particular, Group Chief Executive Officer Mr Efthimios Bouloutas, Deputy Chief Executive Officer Mr Panayiotis Kounnis and the Secretary of the Bank Mr Stelios Hadjiosif, were authorised to act each one of them by himself.
5. Special Resolution 5
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented, who abstained from voting) for the authorisation of the Board of Directors to issue five million seven hundred eighty one thousand one hundred twenty one (5.781.121) new ordinary shares of the Bank of eighty five cent (0,85) nominal value each, in the framework of the Cross-Border Merger through absorption of Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank, to be exchanged with eight million five hundred ninety three thousand nine hundred nineteen (8.593.919) ordinary common shares of the Absorbed Company. The Bank's shares to be issued, in exchange for the above common ordinary shares, not to be offered at first to existing shareholders of the Bank, as provided by the Articles of Association of the Bank and the Law, but to be offered to the existing shareholders of the Absorbed Company under the name "MARFIN EGNATIA BANK SA" (except from the Absorbing Company itself) according to the provisions of the Common Draft Terms of a Cross-Border merger and the decisions of the Board of directors of the Merging Companies. The new shares to be issued as above mentioned, will have the same rights as the existing fully paid shares of the Bank.
6. Special Resolution 6
Approval was unanimously granted (apart from one shareholder holding 0,03% of the total shares represented, who abstained from voting) for the authorisation of the Board of Directors to arrange all issues relating to the completion of the Cross-Border Merger, the drafting of contracts with the financial advisor, the granting of permissions and approvals by the Cypriot and Greek Securities and Exchange Commissions, the Cyprus Stock Exchange and Athens Stock Exchange, the drafting of a Prospectus or Information Memorandum according to article 7 par. 1 section d of the (Cypriot) Public Offer and Prospectus Law of 2005 (L. 114(I)/2005), and/or article 4 par. 2 section d of the (Greek) Law 3401/2005, the listing for trading of the new shares on the Cyprus Stock Exchange and Athens Stock Exchange and all related subjects. In addition, all actions of the Board of Directors of the Bank in relation to the Cross-Border Merger which have been carried out until the date of the General Meeting are confirmed and ratified.
Â. SHARE OPTIONS SCHEME
7. Ordinary Resolution 1
Approval was granted on the basis of 97% of the share capital represented, for the amendment of the terms of the Share Options Scheme approved by the First (Ordinary) Resolution of the Extraordinary General Meeting of the shareholders which was held on 17 April 2007, for the Members of the Board of Directors and the employees of the Bank as well as for its affiliated and associated companies, and in particular the amendment of the exercise price from ten euros (10) to four euros and fifty cent (4,50), the extension of the scheme by two (2) years, with 2013 as the last exercise period instead of 2011.
8. Special Resolution 7
It was confirmed on the basis of 97% of the share capital represented, the authorisation granted to the Board of Directors of the Bank by the Second (Special) Resolution on the Extraordinary General Meeting of the shareholders which was held on 17 April 2007 to issue, in the framework of the implementation of the Share Options Scheme, up to 80.000.000 shares of the Bank of nominal value eighty five cent (0,85) each, without the shares first being offered to the existing shareholders of the Bank as provided by the Articles of Association of the Bank and the Law.
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TITAN CEMENT COMPANY S.A. : Announcement.
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DOCUMENT PROVIDING INFORMATION UNDER LAW 3401/2005 (article 4 par. 2.f.) REGARDING THE TRADING OF TITAN SHARES AFTER THE EXERCISE BY SENIOR TITAN GROUP EXECUTIVES OF STOCK OPTION RIGHTS
Titan Cement Company S.A, following announcement dated 9.12.2009, hereby informs the public, regarding the implementation in 2009 of Stock Option Plans which have been approved by the General Meetings of Shareholders dated 8/6/2004 and 29.5.2007, as follows:
1. 59 senior Company and Group executives declared in writing their intention to exercise their stock option rights.
2. 29,344 new common registered Company shares, of a nominal value of euro 4 each, were finally allocated.
3. The exercise price was euro 4 per share, equal to the nominal value of the each Company share.
4. The payment of the total price for the purchase of the above shares was completed on 11.12.2009 and amounted to euro 117,376.00.
5. The increase of the Company share capital by euro 117,376.00, corresponding to the nominal value of the new shares (29,344 shares x 4 Euro), was approved on 17.12.2009 by the Board of Directors of the Company. The full payment of such share capital increase was verified by the Board of Directors on the same above date (17.12.2009). The Ministry of Development by announcements K2-13161 and K2-13161 (2)/23.12.2009 approved and registered the above capital increase together with the respective capital increase payment verification.
6. Following the above share capital increase, the fully paid up share capital of the Company amounts to euro 338,304,472 divided into 84,576,118 shares of a nominal value of euro 4 each, 77,007,158 of which are common shares and 7,568,960 are preference shares without voting rights.
7. The Company will take all appropriate actions, according to the legislation in force, for the introduction of the new shares for trading at the Athens Exchange.
Responsible for compiling this informative material, and ensuring the accuracy of the information presented therein, are:
1. John Kollas, Group HR Director, Halkidos 22A. tel.: 210 2591461
2. Takis Canellopoulos, Investor Relations Officer, Halkidos 22A, tel.: 210 2591531
Interested parties can obtain this informative material from the Company's offices at 22A Halkidos Street, 111 43 Athens, and in electronic form from our website (http://www.titan-cement.com).
For additional information , please contact Mrs. N. Kalesi at the Shareholders Service Department, tel.: 210 2591257, during working hours.
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EUROBANK PROPERTIES REIC : Amendment of the promissory contract for the acquisition of 100% of the share capital of "Tavros Protypi Anaptyxi S.A.", a real estate investment company.
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Eurobank properties R.E.I.C (the Company) has signed an amendment of the promissory contract dated 7/5/2008 for the purchase of 100% of the shares of the Greek company "Tavros Protypi Anaptyxi S.A." from Dimand S.A.
"Tavros Protypi Anaptyxi S.A." is the owner of a land plot of 5,646 sqm, located in Tavros municipality (Southern Athens). Specifically, the property lies on the junctions of 25th Martiou street, Thessalonikis street and Teo street, on close proximity to the Electric Railway Station of Kallithea. An office building is currently under construction on the property by the company.
According to the terms of the promissory contract as amended, total acquisition price has been agreed at euro 37 million on a liability and debt-free basis instead of the initially agreed price of euro 50,35 million. The amount to be paid at the time of the signing of the final share purchase agreement will be adjusted taking into consideration any debt / liabilities existing then. Additionally, delivery specifications of the building to Eurobank Properties have been amended to cold shell instead of hot shell. Completion of sale-purchase agreement is expected to take place as soon as legal, financial and technical due diligence is completed.
In the same time, there has been signed a promissory lease contract by EFG EUROBANK CARDS SA, member of EUROBANK EFG Group which will also undertake the project to bring the building to hot shell specifications. Net initial yield is equal to 6.5% while insurance and maintenance costs will be tenant's responsibilities.
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EUROBANK PROPERTIES REIC : Announcement of regulated information according to the law 3556/2007
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| Eurobank Properties REIC (the Company) in accordance with the provisions of Laws 3556/2007 and 3340/2005, as well as the Decision 1/434/3.7.2007 of the Hellenic Capital Market Commission, announces that Lamda Development S.A. on December 23, 2009 acquired 500 Company's registered common shares with total amount of Euro 4.000,00. It is noted that Lamda Development S.A. pursuant to the provisions of Law 3340/2005 a related legal entity with Mr. George C. Papageorgiou who is vice-president and non executive member of the Company's Board of Directors while is President and executive member of Lamda Development Board of Directors. |
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TITAN CEMENT COMPANY S.A. : Announcement pursuant to Law 3556/2007
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| Titan Cement Co. S.A. hereby announces, pursuant to Law 3556/2007 and Capital Market Commission Decision No. 1/434/3.7.2007, and following notification provided to it pursuant to Article 13 of Law 3340/2005, that PAVLOS AND ALEXANDRA CANELLOPOULOS FOUNDATION, a legal entity closely associated with Mr. Nellos Canellopoulos, executive member of the Board of Directors of Titan Cement Co. S.A., bought on December 23, 2009 7,000 common shares of the Company of a total value of euro 140,539.79.
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ELBISCO HOLDING S.A. : Announcement of regulated information, law 3556/2007
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| The company ELBISCO S.A. HOLDING based on law 3556/2007 (articles 3 and 21) as well as on Law 3340/2005 (article 13), announces that the firm "AGAN S.A.", legal entity closely associated with the chairman of ELBISCO's Board of Directors, Mr. Filippou Kiriakos, bought on December 22 and 23, 2009 five hundred (500) common shares for a total value of two hundred forty five euro (245) and ten thousands and five hundred (10,500) common shares for a total value of five thousands five hundred and sixty five euro (5,565). With the completion of the aforementioned transactions, AGAN S.A. holds 7,065,428 shares and voting rights which represent a participation interest of 13.14% out of a total of 53,760,000 shares and voting rights. |
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MICHANIKI S.A. : Invitation for an Extraordinary General Shareholder's Assembly for holders of common shares
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Following a decision of the Board of Directors and pursuant to the law and the Articles of Association, the shareholders of the Soci?t? Anonyme, with the company name MICHANIKI SA, holders of common shares are invited to an Extraordinary General Assembly, on the 20th of January 2010, Wednesday, at 15:00, at the head office of the Company, in the Prefecture of Amaroussio, Attica (91 M. Alexandrou and 25 Martiou Streets, ground floor, Meeting Hall) in order to discuss and decide on the following items on the agenda:
AGENDA
1. Modification of the decision of the extraordinary General Shareholders? Assembly on 21.02.2002, differentiating the distribution of the capitals, drawn from the increase in the share capital in cash, decided on by the 2nd repeating extraordinary General Shareholders? Assembly on 02.08.2000, approval of the way the Board of Directors manages and distributes the drawn capitals from the aforementioned increase and providing the Board of Directors with a relevant authorization with regard to the further distribution of the said capitals.
2. Modification (investigation and re-formulation) of the objective of the Company
3. Modification of article 3 of the Articles of Association on the objective, in order to include the aforementioned change
4. Nominal decrease in the share capital of the Company with the aim of setting up an equivalent special reserve fund, pursuant to the provisions of §4a, article 4 of C.L.2190/1920, added with article 32 of L. 3763/2009, without changing the number (quantity) of shares and the capitals and reserves of the Company remaining unchanged.
5. Modification of articles 5 and 32 of the Articles of Association on share capital, in order to include the aforementioned decrease
6. Increase of the share capital with the issuance in total of 46,453,256 new common registered shares with a voting right, which will be carried out with payment in cash and pre-emptive right in favour of the old shareholders of the Company in a ratio of one (1) new common registered share with a voting right per two (2) old common or preferential shares, giving the Board of Directors the authorization to determine the said issue, within a deadline determined by the General Assembly, the disposal price of each share, pursuant to the provision of §6, article 13, C.L.2190/1920, as replaced by §3, article 19, L. 3604/2007
7. Modification of articles 5 and 32 of the Articles of Association on share capital, in order to include the aforementioned increase
The following are required in order to decide a) on the 1st of the aforementioned items, the presence or representation of shareholders representing 1/5th of the paid share capital, distributed in common shares, and absolute majority of the represented votes in the Assembly; and b) on the other aforementioned items, the presence or representation of shareholders representing 2/3rd of the paid share capital, distributed in common shares, and a majority of the 2/3rds of the represented votes in the Assembly.
Should the aforementioned quorum is not achieved, the Company?s shareholders with common shares are invited to a:
1st repeating extraordinary General Assembly, on the 3rd of February, 2010, Wednesday, at 15:00, at the head office of the Company, in the Prefecture of Amaroussio, Attica (91 M. Alexandrou and 25 Martiou Streets, ground floor, Meeting Hall). The following are required in order to decide a) on the 1st of the aforementioned items, the presence or representation of shareholders representing any percentage of the paid share capital, distributed in common shares, and absolute majority of the represented votes in the Assembly and b) on the other aforementioned items, the presence or representation of shareholders representing 1/2nd of the paid share capital, distributed in common shares, and a majority of the 2/3rds of the represented votes in the Assembly.
2nd repeating extraordinary GeneralAssembly, on the 17th of February, 2010, Wednesday, at 15:00, at the head office of the Company, in the Prefecture of Amaroussio, Attica (91 M. Alexandrou and 25 Martiou Streets, ground floor, Meeting Hall). During the 2nd repeating General Assembly, for the quorum for all the items with the exception of the first one on the agenda, the presence or representation of shareholders representing 1/5th of the paid capital, distributed in common shares, and a majority of the 2/3rds of the represented votes in the Assembly is required.
All the shareholders with common shares can participate and vote in the General Assembly either in person or through a representative, as well as any person that has a right to vote in case of common shares. Each common share gives the right of one vote. The shareholders and any person that has a right to vote in case of common shares wishing to participate in the General Assembly ought to, pursuant to the law and article 22 of the Articles of Association of the Company:
block, through their Operator, in the System of Dematerialized Securities, the total or part of their shares and obtain from the Operator the relevant Blocking Certificate;
block the total or part of their shares with their statement to the HELLENIC EXCHANGES SA (former CENTRAL SECURITIES DEPOSITORY SA) and obtain the relevant Blocking Certificate, if no Operator is appointed and their shares are registered in a Special Account;
deposit the blocking certificates and the representation documents to the central offices of the company (91 M. Alexandrou and 25 Martiou Streets, Amaroussio) at least five (5) days prior to the convocation date of the General Assembly, that is until Thursday 14th January, 2010, or in case of the 1st repeating General Assembly until Thursday, 28th January, 2010, or in case of the 2nd repeating General Assembly until Thursday, 11th February, 2010.
In order to facilitate the shareholders and any person with a right to vote whishing to be represented in the aforementioned Assemblies by a representative, a form of full powers in paper can be taken from the Company?s head offices and in an e-format, it can be found in the Company's website (http://www.michaniki.gr ). For more information and clarifications please contact the Shareholders' Department of MICHANIKI SA (tel: 210 8097100), during working days and hours.
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MICHANIKI S.A. : Invitation for an Extraordinary General Shareholder's Assembly holders of preferential shares
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Following a decision of the Board of Directors and pursuant to the law and the Articles of Association, the shareholders of the Soci?t? Anonyme, with the company name MICHANIKI SA, holders of preferential shares are invited to an Extraordinary General Assembly, on the 20th of January 2010, Wednesday, at 16:00, at the head office of the Company, in the Prefecture of Amaroussio, Attica (91 M. Alexandrou and 25 Martiou Streets, ground floor, Meeting Hall) in order to discuss and decide on the following items on the agenda:
AGENDA
1. Modification of the decision of the extraordinary General Shareholders? Assembly on 21.02.2002, differentiating the distribution of the capitals, drawn from the increase in the share capital in cash, decided on by the 2nd repeating extraordinary General Shareholders? Assembly on 02.08.2000, approval of the way the Board of Directors manages and distributes the drawn capitals from the aforementioned increase and providing the Board of Directors with a relevant authorization with regard to the further distribution of the said capitals
2. Modification (investigation and re-formulation) of the objective of the Company
3. Modification of article 3 of the Articles of Association on the objective, in order to include the aforementioned change
4. Nominal decrease in the share capital of the Company with the aim of setting up an equivalent special reserve fund, pursuant to the provisions of §4a, article 4 of C.L.2190/1920, added with article 32 of L. 3763/2009, without changing the number (quantity) of shares and the capitals and reserves of the Company remaining unchanged
5. Modification of articles 5 and 32 of the Articles of Association on share capital, in order to include the aforementioned decrease
6. Increase of the share capital with the issuance in total of 46,453,256 new common registered shares with a voting right, which will be carried out with payment in cash and pre-emptive right in favour of the old shareholders of the Company in a ratio of one (1) new common registered share with a voting right per two (2) old common or preferential shares, giving the Board of Directors the authorization to determine the said issue, within a deadline determined by the General Assembly, the disposal price of each share, pursuant to the provision of §6, article 13, C.L.2190/1920, as replaced by §3, article 19, L. 3604/2007
7. Modification of articles 5 and 32 of the Articles of Association on share capital, in order to include the aforementioned increase.
The following are required in order to decide a) on the 1st of the aforementioned items, the presence or representation of shareholders representing 1/5th of the paid share capital, distributed in preferential shares, and absolute majority of the represented votes in the Assembly; and b) on the other aforementioned items, the presence or representation of shareholders representing 2/3rd of the paid share capital, distributed in preferential shares, and a majority of the 2/3rds of the represented votes in the Assembly.
Should the aforementioned quorum is not achieved, the Company?s shareholders with preferential shares are invited to a:
1st repeating extraordinary General Assembly, on the 3rd of February, 2010, Wednesday, at 16:00, at the head office of the Company, in the Prefecture of Amaroussio, Attica (91 M. Alexandrou and 25 Martiou Streets, ground floor, Meeting Hall). The following are required in order to decide a) on the 1st of the aforementioned items, the presence or representation of shareholders representing any percentage of the paid share capital, distributed in preferential shares, and absolute majority of the represented votes in the Assembly and b) on the other aforementioned items, the presence or representation of shareholders representing 1/2nd of the paid share capital, distributed in preferential shares, and a majority of the 2/3rds of the represented votes in the Assembly.
2nd repeating extraordinary General Assembly, on the 17th of February, 2010, Wednesday, at 16:00, at the head office of the Company, in the Prefecture of Amaroussio, Attica (91 M. Alexandrou and 25 Martiou Streets, ground floor, Meeting Hall). During the 2nd repeating General Assembly, for the quorum for all the items with the exception of the first one on the agenda, the presence or representation of shareholders representing 1/5th of the paid capital, distributed in preferential shares, and a majority of the 2/3rds of the represented votes in the Assembly is required.
All the shareholders with common shares can participate and vote in the General Assembly either in person or through a representative, as well as any person that has a right to vote in case of common shares. Each common share gives the right of one vote. The shareholders and any person that has a right to vote in case of common shares wishing to participate in the General Assembly ought to, pursuant to the law and article 22 of the Articles of Association of the Company:
block, through their Operator, in the System of Dematerialized Securities, the total or part of their shares and obtain from the Operator the relevant Blocking Certificate;
block the total or part of their shares with their statement to the HELLENIC EXCHANGES SA (former CENTRAL SECURITIES DEPOSITORY SA) and obtain the relevant Blocking Certificate, if no Operator is appointed and their shares are registered in a Special Account;
deposit the blocking certificates and the representation documents to the central offices of the company (91 M. Alexandrou and 25 Martiou Streets, Amaroussio) at least five (5) days prior to the convocation date of the General Assembly, that is until Thursday 14th January, 2010, or in case of the 1st repeating General Assembly until Thursday, 28th January, 2010, or in case of the 2nd repeating General Assembly until Thursday, 11th February, 2010.
In order to facilitate the shareholders and any person with a right to vote whishing to be represented in the aforementioned Assemblies by a representative, a form of full powers in paper can be taken from the Company?s head offices and in an e-format, it can be found in the Company?s website (http://www.michaniki.gr ). For more information and clarifications please contact the Shareholders? Department of MICHANIKI SA (tel: 210 8097100), during working days and hours.
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SCIENS INTERNATIONAL INVESTMENTS AND HOLDINGS SA : Purchase of own shares
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In accordance with article 4, par. 4 of Regulation 2273/2003 of the Commission of European Union, "Sciens International Investments and Holdings S.A." announces that following the resolution of the Extraordinary General Meeting of the Shareholders dated February 05, 2008 and the Board of Directors' resolutions dated March 5, 2008 and September 30, 2008, and in accordance with article 16 of L. 2190/1920, during the trading session of 28.12.2009 acquired 4,000 own shares through "MERIT Securities A.E.P.E.Y." at the price of euro 0.65 per share and the total value of the transaction amounted to euro 2,600.00.
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