Bank of Cyprus Public Co. Ltd. has called an Extraordinary General Meeting of shareholders that will be held at the International Conference Centre in Nicosia, Cyprus on 28 July 2006 at 6.00 p.m. during which the Bank will ask for shareholder approval to increase the capital by up to CYP 300 mln.
A number of analysts view the massive increase as a prelude to allow the Board and Management of BOC to submit an improved offer for Emporiki in case such a need may arise.
Since Emporiki has an issued share capital of 132.391.468 shares, and in view of the fact that BOC is offering 3 of its shares for every 1 share of Emporiki, then it needs only the addition of 397.174.404 news shares.
Instead, BOC will be asking for authorisiation from shareholders to increase the authorised share capital from CYP 300 mln to CYP 600 mln through the issue of 600 mln shares of 50 cent nominal value each.
The validity of this resolution is subject to the approval of the special resolution below by the Extraordinary General Meeting and the acceptance by the shareholders of Emporiki Bank of Greece S.A. of the Public Offer of the Company for the acquisition of at least 40% of the shares of Emporiki Bank of Greece S.A.
If the special resolution below is not approved or if the Public Offer of the Company is not successful in accordance with its terms, the present ordinary resolution shall be null and void, the Bank said.
SPECIAL RESOLUTION
BOC will also ask shareholder approval for existing shareholders to waive their preemption rights so that they will not participate in the issue of new shares, but shall be offered to the shareholders of Emporiki Bank of Greece S.A. who shall have validly accepted the
Public Offer of the Company. The new shares shall rank pari passu for all purposes with the existing fully paid up shares of the Company.
That the Board of Directors be authorised and is hereby authorised to issue and allot the requisite number of shares pursuant to the authority given by this resolution, provided the Public Offer of the Company is successful according to its terms.
The present resolution and the present authorisation expire and become null and void if the Public Offer of the Company is not successful according to its terms.”
Record date
For determining the eligibility to vote at the above Extraordinary General Meeting, the 25 th of July 2006 is fixed as the record date. This means that transactions which will be effected up to and including 20 July 2006 will be taken into account for determining the right to vote.
A member entitled to attend and vote at the above Extraordinary General Meeting is entitled to appoint a proxy to attend and vote on his behalf. The proxy need not be a member of the Company.
Clarification
In response to speculation that the massive increase in the authorised share capital is made to improve the offer for Emporiki, BOC clarified that the authorised share capital is not the same as the issued share capital. The authorised share capital is a notional amount of capital which is available to the Company for possible future issues of shares
as may be required. The issued share capital is the amount of share capital actually issued. The Company may have shares that are authorised, but not issued.
The proposed resolution to increase the authorised share capital at the forthcoming Extraordinary General Meeting by 600.000.000 additional shares of nominal value 50 cent each in addition for the purposes of the Emporiki takeover, also allows for reinvestment of dividends as part of the Company’s dividend reinvestment plan, exercise of employee share options, possible bonus shares and possible rights offerings, the Bank said.
