ATEbank notifies the public that on 29th April 2011 the annual Ordinary General Assembly of the Shareholders took place, at which they were present or legally represented, shareholders who possess 705,921,475 shares, that is the 77.96% of the share capital paid, and made the following decisions concerning the subjects of the Agenda, which are included in the relevant invitation of 5th of April 2011.
Subject 1: Approval of the Management Report of Board of Directors for financial year 2010.
Subject 2: Approval of the financial statements and Auditors’ Report for the financial year of 2010. It was decided that there will be no distribution of dividend.
Subject 3: Approval of the Consolidated financial statements of ATEbank Group’s companies as well as the Auditors’ Report for the financial year of 2010.
Subject 4: Decision about the release from any responsibility as to the financial year of 2010 of the Members of the Board of Directors.
Subject 5: The Certified Auditors, Mrs Marios Thomas Psaltis as Certified Auditor and Dimitrios Andrew Sourmpis as Suplente Certified Auditor (ΡricewaterhouseCoopers S.A.) were elected, for the conduct of the Audit of financial statements of the Bank (Bank’s and Consolidated) for the financial year of 2011.
Subject 6: Approval of the fees and the fixed expenses for the President, Vice Presidents and the Members of the Board of Directors for the financial year 2010 as well as assessment of their fees for the financial year 2011.
Subject 7: Approval of remuneration for the members of the Audit Committee for the financial year 2010 as well as assessment of their remuneration for the financial year 2011.
Subject 8: Approval of granting permission to the members of Board of Directors and to Bank’s Executives to participate to Boards of Directors or to companies that ATEbank participates in their share capital or pursue the same or similar objectives.
Subject 9: The one year renewal of the insurance of policy with ATE Insurance S.A. for the Civil Liability Insurance of the Board of Directors members and the Bank Executives has been approved.
Subject 10: Approval of the new member of Board of Directors, Mr. Alexandros Antonopoulos, in replacement of Mr. Elias Tzavalis who has resigned.
Subject 11: Approval of the increase of Euro Medium Term Notes (EMTN) Programme by the amount of € 5 billion
Subject 12: Approval of the amendments of articles 12,13,14,15,16,19,20 and 21 of ATEbank’s Charter in order for the latter to be adjusted to the provisions of Law 3884/2010.
Subject 13 along with 14: (they were discussed together due to their relevance). It was decided the increase of the nominal value of each common registered share bearing voting right share of the Bank from € 0.72 to € 7.2000000318075800 per share with simultaneous decrease of the number of Bank’s common shares (reverse split) at a ratio of one (1) new share for ten (10) existing shares, i.e. the number of common registered shares bearing voting right will be decreased from 905,444,444 to 90,544,444. The Share Capital of the Bank will be decreased by € 597,593,333.28 by decreasing the nominal value of each common share from € 7.2000000318075800 to € 0.60, in order to create a special reserve of an equal amount, pursuant to paragraph 4a of article 4 of codified Law 2190/1920.
It was decided the relevant amendment of article 6 of the Bank’s Charter.
Subject 15: Decision on the Bank’s share capital increase, with the payment in cash of amount € 706,246,663.20 through the issuance of 1,177,077,772 new common registered bearing voting right shares, of nominal value € 0.60 each, with proposed Offer price of € 1.07 each, which could be permitted to be higher than the market price of the share on the date of cutting-off the pre-emption rights, in order to raise proceeds of amount of up to € 1,259.5 million, granting pre-emption rights to the existing shareholders at a ratio 13 new common bearing voting right shares, of nominal value € 0.60 each for each one (1) existing common bearing voting right share, of nominal value € 0.60 each. The proceeds which will be drawn through the share capital increase, after the deduction of expenses, will be used for the repurchase of the Bank’s preferred shares, currently held by the Hellenic Republic within the framework of Greek law 3723/2008, the value of which is € 675 million. The remaining net amount will be used for the enforcement of Bank’s capital adequacy. The share premium will be credited to the account “Reserves from the issuance of share premium”. The deadline for the payment in order to participate in the share capital increase will be four (4) months from the decision of the Ordinary General Assembly, based on which the Offer price for the new issued common shares will be defined. The Board of Directors is empowered to instantiate the above mentioned deadline as well as to extend this period, in case it is needed, for one (1) more month, pursuant to article 11, paragraph 4 of codified Law 2190/1920. If after the given deadline for the complete payment of the share capital increase the whole amount of the share capital increase is not covered, the share capital of the Bark will be increased by the final subscription amount, pursuant to article 13a of codified Law 2190/1920. The shareholders who bear the right of exercise of pre-emption right, can exercise their pre-emption right in the new shares at a ratio 13 new common bearing voting right shares for each one (1) existing common share. In particular, pre-emption right in the share capital increase will have the shareholders who are registered in the Register of shareholders of Hellenic Exchanges S.A. the second business day following the ex-right date pursuant to article 5.2 of Athens Exchange Regulation, which will be defined and notified in a latter date by the Board of Directors of the Bank, as well as the investors who will possess pre-emption rights whilst those are traded in the Athens Exchange.
The said shareholders who will have proceeded with the complete exercise of pre-emption rights are also entitled to pre-subscription right for the acquisition of unsubscribed shares at the defined Offer price mentioned above, without any limitation related to the maximum number of shares. The aforementioned pre-subscription right will be exercised simultaneously to the exercise of pre-emption rights with the submission of written application to the Branches of the Bank and the coinstantaneous payment or commitment of the amount to the account kept to the Bank for the whole amount of the value of the specific shares. Furthermore, those who are employed (through a labour, services or work agreement) in Greece by the Bank and by the Bank’s subsidiary companies headquartered in Greece as at the time of the offering of the new shares, as well as the pensioners of the Bank in Greece, are entitled to apply in writing to the Branches of the Bank in order to acquire unsubscribed shares at the aforementioned Offer price, with the simultaneous payment in cash or commitment of the amount in their account kept at the Bank for the corresponding total value of their shares. In the event that, following exercise of pre-emptive rights there are still unsubscribed shares, these will be offered by the Bank’s Board of Directors to the following categories of investors in order of priority, as follows: (a) to those who are registered for the acquisition of unsubscribed shares Employees and Pensioners of ATE as well as to the shareholders who applied for unsubscribed shares during the pre-subscription period. If the number of unsubscribed shares is not sufficient to fully cover the demand, this will be satisfied pro rata on the basis of the number of unsubscribed shares that have been applied for until the demand is completely satisfied, (b) to ordinary and institutional investors in Greece as well as to international investors who will have participated in a private placement (that is a process that does not constitute a public offer which will be co-organized by the Bank and Αlpha Bank. Eurobank Equities, National Bank of Greece, Piraeus Bank and Marfin Popular Bank) at a price which will derive from a Book-Building process and will not be lower than the above mentioned defined Offer Price, (c) in the event that after the above mentioned there are still unsubscribed shares, those will be offered at the defined Offer Price to the Hellenic Republic up to the total amount of € 170.75 million, (d) in the event that there are still unsubscribed shares, those will be offered at the Offer Price to the Guarantors, Αlpha Bank. EFG Eurobank Ergasias, National Bank of Greece, Piraeus Bank and Marfin Popular Bank, pursuant to the pre-subscription agreement to which the Bank will proceed with, for an amount of unsubscribed shares up to € 115.0 million. In the event that there are still unsubscribed shares, the Bank’s Board of Directors will offer them at its discretion. The exercise of pre-emption right will take place, in accordance to the Law within 15 days from date that will be defined and notified at a latter date, pursuant to the Law, by the Bank’s Board of Directors. The new common shares which will be issued will be entitled to dividend deriving from Bank’s profits for the financial year 2011, provided that there will be distribution of dividend.
Alpha Bank, National Bank of Greece, Eurobank EFG Equities and Piraeus Bank are engaged to be the arrangers of the share capital increase.
The Hellenic Republic, as the basic shareholder, has declared at the Ordinary General Assembly that it will fully exercise, directly or indirectly, its pre-emptive rights upon the common registered bearing voting rights shares that possesses and correspond to 77.312% of the share capital of the Bank. Additionally, the Hellenic Republic will participate to the share capital increase through subscription for any unsubscribed new shares up to the amount of € 170.75 million and will reserve the right for the preservation of its shareholder interest in the share capital of the Bank for a period of six (6) months following the initiation of trading of the new shares of the Bank.
In addition, it was decided the provision of the relevant authorisations to the Board of Directors and the correspondent amendment of article 6 of the Charter of the Bank.
Subject 16: Decision over the repurchase of the preferred shares of the Bank, according to the Greek Law 3723/2008, provided that the required approvals will be given. The relevant authorisation were granted.
Subject 17: Approval of the provision of authorisation to the Bank’s Board of Directors, pursuant to article 13, paragraph 1 of Codified Law 2190/1920, to increase the share capital of the Bank up to 50% of its share capital, at the date of the provision of the relevant authorisation, via the issuance of new shares or Bank’s convertible bonds.
Subject 18 & 19 (they were discussed together due to their relevance): The Ordinary General Assembly is informed of the Restructuring Plan and validated the 27-4-2011 decision of the Board of Directors of the Bank.
