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National Bank of
Greece S.A.
20
2. (i) Increase in the share capital by EUR 0.90, due to capitalization of an
equal part of the Bank's special reser
ve of Article 4.4a of Codified Law
2190/1920, and concurrent (ii) increase in the nominal value of each
common registered voting share of the Bank and reduction in the
aggregate number of such shares by means of a reverse split. Amendment
of Article 4 of t
he Banks Articles of Association. Granting of authorities.
Required quorum:
1/5 of total common(*) voting shares
Required majority:
50% of the total voting rights (present or represented
by proxy) + 1 (present or represented by proxy)
Due to the B
ank’s share trading at low
levels during the past years following the SCI
in 2015 as well as during the current year (highest price €0.355, lowest price €0.257,
closing on 16 July 2018 €0.26)
and following the publication of the positive results of
Stress
Test, the BoD is proposing applying a
reverse split as a technical way to
improve the market characteristics of the share price, by means of increasing the
nominal value of each ordinary share with a corresponding decrease of the total
number of the shares
, thus making it more attractive to investors. The decrease of
the total number of shares in issue will also result to an increase of earnings per
share, therefore providing meaningful information to investors.
In addition to the above, the said intended
corporate act shall result to proportionate
adjustment of the market price of the Bank’s share in the Athens Exchange as well.
The intended corporate act is aligned with the Bank’s overall initiatives f
or
its
strategic
and corporate
transformation
and aim
s at the enhancement
of its shares
and increase of investor interest.
Specifically with regard to the proposed increase in share capital under (i)
hereinabove by means of capitalization of an equal part of the reserve, this move
facilitates the formation
of a integer (whole) number ratio (10:1) in replacing the pre
-
existing with the new nominal value.
To this end, it is proposed to the Annual General Meeting of Shareholders to
concurrently (i) increase the share capital by EUR 0.90, due to capitalization
of an
equal part of the Bank's special reserve of Article 4.4a of Codified Law 2190/1920,
and (ii) increase the nominal value of each common registered voting share of the
Bank from EUR 0.30 to EUR 3.00 and reduce the aggregate number of the Bank's old
co
mmon registered shares from 9,147,151,527 to
914,715,153
new common
registered shares with voting rights by means of a reverse split at a rate of ten (10)
old common shares of the Bank to one (1) new common share of the Bank.
Any fractions of shares arisi
ng from the reverse split and the reduction in the share
capital, as above, shall be sold by the Bank as soon as possible, as per the applicable
stock market legislation.
Accordingly, Article 4 of the Banks Articles of Association should be amended as
fol
lows:
1) Amendment to Article 4 par. 1 as follows:
"1. The Banks share capital amounts to EUR
2,744,145,459.00
and is divided into
914,715,153
ordinary shares of a nominal value of EUR 3.00 each.
2) Additi
on of the following point (lxiv
) in paragraph 2
of Article 4:
National Bank of
Greece S.A.
21
"(lxiv
) By resolution of the EGM of [26].
07.2018
it was decided to simultaneously (i)
increase the share capital by EUR 0.90, due to capitalization of an equal part of the
Bank's special reserve of Article 4.4a of Codified Law 2190/1920, and
(ii) increase the
nominal value of each common registered voting share of the Bank from EUR 0.30 to
EUR 3.00 and reduce the aggregate number of the Bank's old common registered
shares from
9,147,151,527 to
914,715,153
new common registered shares with
vot
ing rights by means of a reverse split at a rate of ten (10) old common shares of
the Bank to one (1) new common share of the Bank.
Furthermore, it is recommended that the Chief Financial Officer and the Director of
Finance Division of the Bank
, acting jo
intly,
are authorized to proceed with all the
requisite actions, declarations, applications and submission of documents for the
implementation of the resolutions hereinabove, the granting of any necessary
approvals by the Bank of Greece, the Athens Exchang
e, and the Hellenic Ministry of
Economy as well as any other related issue, with the capacity to further authorize and
assign above powers to officers or lawyers of
the
Bank to the aforementioned
objective. |
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