Alpha Bank A.E. (ACBD) - Notice of EGM
RNS Number : 8106Q
Alpha Bank A.E.
09 November 2012
TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In accordance with codified law 2190/1920 "On Sociétés Anonymes", as in force,
the Shareholders of Alpha Bank A.E. are invited to the Extraordinary General
Meeting, on Monday, December 3, 2012, at 10:00, at the Hilton Athens Hotel, 46
Vassilissis Sophias Avenue, Athens.
1. Issuance by the Bank,and private placement with Crédit Agricole S.A. or a
company affiliated thereto, of a bond loan, in paper form, of total principal
amounting up to Euro 150 million, convertible by the bondholder into common
voting shares of the Bank and redeemable by the latter, upon cancellation of
the pre-emption rights of the existing (common and preferred) Shareholders of
the Bank. Grant of authority to the Board of Directors of the Bank to issue
and place, as well as to agree on the specific terms of, the bond loan and
perform the requisite juridical or other acts.
2. Delegation of authority, in accordance with articles 13 para. 1 case (b)
and 3a para.3 sectionfirst ofcodifiedlaw2190/1920, as the case may be,by
the General MeetingtotheBoardofDirectorsoftheBank:(i)to increase the
share capital of the Bank, through the issuance and distribution of new
shares, the amount whereof shall be paid in cash and/or by contribution in
kind, and (ii) to issue one or more bonds convertible into Bank shares.
In case the statutory quorum to deliberate on any item of the Agenda is not
achieved in the initial (as above) General Meeting, a First Iterative
Extraordinary General Meeting will be convened on Friday, December 14, 2012,
at 10:00, and, if no quorum is achieved, a Second Iterative Extraordinary
General Meeting on Thursday, December 27, 2012, at 10:00, both at the Hilton
Athens Hotel, 46 Vassilissis Sophias Avenue, Athens.
No further invitations for the First and Second Iterative Extraordinary
General Meetings shall be published, and the items on the Agenda shall be
those set out above, save for those on which the Shareholders have already
In accordance with articles 26 para. 2b and 28a of codified law 2190/1920, the
Bank apprises the Shareholders of the following:
Right to participate in and vote at the General Meeting
Entitled to participate in and vote at the General Meeting is whoever appears
as a Shareholder of Bank-issued common voting shares, in the records of the
Dematerialised Securities System ("DSS") operated by the Hellenic Exchanges
S.A. ("HELEX"), on the record date ("Record Date").
Therefore, as the case may be:
(i) Wednesday, November 28, 2012, i.e. at the beginning of the fifth
(5th) day prior to the date of the (initial) Extraordinary General Meeting,
(ii) Monday, December 10, 2012, i.e. at the beginning of the fourth
(4th) day prior to the date of the First Iterative Extraordinary General
(iii) Sunday, December 23, 2012, i.e. at the beginning of the fourth
(4th) day prior to the date of the Second Iterative Extraordinary General
Each common share entitles to one vote. Shareholder capacity is certified
electronically by HELEX, through a direct electronic link of the Bank to the
DSS records. Accordingly, a Shareholder is not required to provide a written
certificate by HELEX, in order to participate in and vote at any (initial or
iterative) General Meeting. Furthermore, no blocking of Shareholder shares or
any similar procedure limiting the right to sell and transfer shares, during
the interim period between the Record Date and the relevant General Meeting,
is required for the exercise of the foregoing rights.
Procedure for exercising voting rights by proxy
A Shareholder may participate in the General Meeting and vote either in person
or by proxy. Each Shareholder may appoint up to three (3) proxies and legal
entities/Shareholders may appoint up to three (3) individuals as their
proxies. A Shareholder owning Bank shares, which appear in more than one
security accounts, may appoint different proxies for the shares held in each
security account. A proxy who acts for more than one Shareholder may vote
differently for each Shareholder.
Printed proxy forms for the appointment of representatives are available at
the Bank's Branchesor may be downloaded from the Bank's website
(www.alpha.gr). The forms, duly filled-in and signed and with verification of
signature, should be sent to the Bank by fax at +30 210 326 5811 or 210 326
5506 or by e-mail at ShareholdersSection@alpha.gr or submitted at the Bank's
Main Branch, 40 Stadiou Street, Athens (Shareholders' Section, tel. +30 210
326 5546 and 210 326 5549) or at any of the Bank's Branches, at least three
(3) days prior to the (initial or iterative) General Meeting.
Each person holding a Shareholder proxy is required to disclose to the Bank,
before the General Meeting commences, any specific circumstance of relevance
to the Shareholders, so they can assess the risk that a person holding a
Shareholder proxy might pursue interests other than those of the Shareholder.
Conflicts of interest may arise especially when the proxy holder is:
a) a controlling Shareholder of the Bank or a legal person or entity
controlled by such Shareholder.
b) a member of the Board of Directors or generally the Management of the Bank,
or a Shareholder controlling the Bank, or a legal person or entity controlled
by a Shareholder exercising control over the Bank.
c) an employee or certified auditor of the Bank or of a Shareholder exercising
control over the Bank or of a legal person or entity controlled by a
Shareholder exercising control over the Bank.
d) a spouse or a first degree relative of one of the individuals referred to
in subparagraphs a to c.
Shareholders are not entitled to participate in the General Meeting by
electronic means, without physical presence at the General Meeting, nor to
remotely vote (by electronic means or by mail). The appointment and revoking
of representatives is effected in writing (via private or public document), as
well as by sending a digitised copy of the original document for the
appointment or revoking of a representative, via e-mail at
Shareholder minority rights
As foreseen, and further qualified, in article 39 of codified law 2190/1920
(a) Shareholders representing at least one twentieth (1/20) of the issued and
paid-in share capital of the Bank are entitled to ask for the addition of
items to the Agenda of the General Meeting, provided that an application to
that effect is received by the Board of Directors of the Bank at least fifteen
(15) days prior to the General Meeting, to which a reasoning or a draft
resolution for approval by the General Meeting is attached. The Board of
Directors is required to include the additional items on the Agenda and
publish the same at least thirteen (13) days prior to the General Meeting.
(b) Shareholders representing at least one twentieth (1/20) of the issued and
paid-in share capital of the Bank are entitled to ask, by means of an
application to be delivered to the Board of Directors of the Bank at least
seven (7) days prior to the General Meeting, for the posting on the Bank's
website (www.alpha.gr), at least six (6) days prior to the General Meeting, of
draft resolutions on items included in the initial or the revised Agenda.
(c) At the request of Shareholdersrepresentingatleastonetwentieth (1/20)
oftheissuedandpaid-insharecapitaloftheBank, the Chairman of the
Meeting is obliged to adjourn for one time only the resolution by the General
Meeting, ordinary or extraordinary, on all or certain items, determining as
the day for the resumption of the meeting, the one specified in the
application of the Shareholders, and which may not be more than thirty (30)
days from the date of the adjournment.
(d) At the request of Shareholdersrepresentingatleastonetwentieth (1/20)
oftheissuedandpaid-insharecapitaloftheBank, the resolution on an item
of the Agenda of a General Meeting is conducted by roll-call.
(e) AShareholdermayapplytotheBoardofDirectorsatleastfive (5)
(f) Shareholders representing at least one fifth (1/5) of the issued and
paid-in share capital of the Bank are entitled to apply to the Board of
Directors of the Bank at least five (5) days prior to the General Meeting, for
the Board of Directors to apprise the General Meeting about the state of
corporate affairs and assets of the Bank.
Available documents and information
The Agenda, the proxy form for appointing a representative, the draft
resolutions on the Agenda items, together with any item in general referred to
in article 27 para. 3 of codified law 2190/1920 are available in printed form
at the Bank's Main Branch, 40 Stadiou Street, Athens (Shareholders' Section,
tel. +30 210 326 5546 and 210 326 5549) and are also posted on the Bank's
Athens, November 9, 2012
The Board of Directors
This information is provided by RNS
The company news service from the London Stock Exchange
NOEUGGGAGUPPGAB -0- Nov/09/2012 15:54 GMT
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