PIRAEUS BANK S.A.
Share Capital Increase by cash contribution,
with a pre-emption right in favour of existing shareholders
EX-RIGHTS DATE & TRADING PERIOD FOR PRE-EMPTION RIGHT:
EX-RIGHTS DATE OF PRE-EMPTION RIGHT : 01/08/2007.
PERIOD OF EXERCISE OF PRE-EMPTION RIGHT: 07/08/2007 - 07/09/2007.
TRADING PERIOD OF PRE-EMPTION RIGHT: 07/08/2007 - 03/09/2007.
The Board of Directors of "PIRAEUS BANK S.A." (the "Bank") notifies its Shareholders the following:
The 2nd Repeated Regular General Shareholders Meeting of the Bank, which took place on 03.05.2007, authorised the Board of Directors to increase its share capital up to the amount of share capital that had been paid on the date the decision was taken (03.05.2007), i.e. up to the sum of € 1,288,830,297.87, in compliance with article 13 §1b of Regulatory Law 2190/1920.
In its meeting of 06.07.2007, the Board of Directors of the Bank decided to increase the Bank's share capital by € 322,207,575.66 by cash contribution and a pre-emption right in favour of existing shareholders at a ratio of one (1) new ordinary registered share to four (4) existing ordinary registered shares. On the whole, 67,548,758 new ordinary registered shares (henceforth the "New Shares") will be issued with a nominal value of € 4.77 each and with an offer price of € 20.00 (henceforth the "Offer Price") for each New Share. The difference between the nominal value of the New Shares and their Offer Price, of a total amount of € 1,028,767,584.34, shall be brought to credit the "Paid-in Capital From Issue Of Shares Above Par Value" liabilities account.
Following the above-mentioned increase, the Bank's share capital shall amount to € 1,611,037,873.53 and be divided into 337,743,789 ordinary registered shares, with a nominal value of € 4.77 each. The overall proceeds from the issue shall amount to about € 1,350,975,160. The existing shareholders of the Bank are entitled to participate to the Share Capital Increase with a proportion of one (1) new ordinary registered share for four (4) existing ordinary registered shares .
The pre-emption right to the increase lies with: (a) all the holders of existing shares of the Bank, who shall be registered at the Shareholders Registry of Hellenic Exchange Holdings S.A. [E.X.A.E.] (the former Central Securities Depository [C.S.D.]), after the end of clearing for transactions carried out up until the conclusion of the session of the Athens Stock Exchange (henceforth the "Athens Stock Exchange") on the working day prior to the ex-rights date, i.e. on 31.07.2007, and (b) those who acquired pre-emption rights during the trading period of pre-emption right at the Athens Stock Exchange. Further, those who exercised pre-emption rights according to the above shall have the pre-subscription right for the acquisition , at the Offer Price, of additional New Shares of the Bank, which may remain unsold (henceforth "Unsold Shares"), up until four times the New Shares corresponding to the pre-emption rights they exercised. From 01.08.2007, the Bank's existing shares shall be traded in the Athens Stock Exchange without a right to participate in the share capital increase by cash contribution. From that same date, 01.08.2007, the starting price of Bank shares at the Athens Stock Exchange shall be formed pursuant to the Athens Stock Exchange regulation, in conjunction with decision no. 35/24.11.2005 by the Athens Stock Exchange Board of Directors, as it applies. According to the Bank's Board of Directors decision as of 06.07.2007, the Offer Price cannot be higher than the stock exchange price at the time of the ex-rights date. The period to exercise the pre-emption right is hereby set to be from 07.08.2007 to 07.09.2007. Pre-emption rights for the acquisition of New Shares are transferable and shall be tradable at the Athens Stock Exchange. The commencement of the trading period for the rights at the Athens Stock Exchange on-line transactions system coincides with the commencement of the period to exercise these rights. It is pointed out that rights trading shall not be possible on the last four (4) working days prior to the expiration of the period to exercise these rights. The conclusion of the session on 03.09.2007 meeting is determined as the date of expiration of the trading for these rights in the on-line transaction system of the Athens Stock Exchange. These rights will have been credited to the Investor Account of each holder at the Dematerialised Securities System (S.A.T.), on the day of the commencement of their trading. The exercise of the pre-emption right shall be performed on working days and hours through the whole network of branches of Piraeus Bank S.A. (for those shareholders who do not wish to exercise these rights through their operators) as well as through the operators of the shareholders' securities accounts (stock brokerage or a custodian bank). Shareholders who wish to exercise their rights through their operators should apply for the exercising of their rights by their operator. Operators shall have to be authorised by the shareholders and proceed to actions similar to the above for the proper exercise of their clients' pre-emption rights.
Otherwise, for rights to be exercised through PIRAEUS BANK S.A., the holders of pre-emption rights can exercise them by bringing forth the relevant Certificate of Undertaking of Rights by E.X.A.E. (former C.S.D.) and by paying into a special bank account, opened with PIRAEUS BANK S.A. for this share capital increase, the price for the New Shares for which they have a right to exercise. To have this certificate issued, they should address themselves: a) to the operator of their securities account with the S.A.T. (stock brokerage or a custodian bank), if their shares are not in a special account with the S.A.T., and b) to E.X.A.E. (former C.S.D.), if their shares are in a special account with the S.A.T.
To exercise their pre-emption rights, holders must produce at Bank branches their identity card, their Tax Registration Number, a printout of the S.A.T., as well as the relevant Certificate of Undertaking of Rights which must be requested by the operator of their securities account (or 'E.X.A.E.' (former 'CSD') if their shares are registered in the Special account in the S.A.T.). It is further noted that the holders of pre-emption rights, during the exercise of their rights, they should also state: a) their investor account record number in S.A.T., b) their securities account number in S.A.T., and c) the authorised operator of the securities account to which they wish to have their shares registered.
After exercising their pre-emption rights, the persons thus registered shall receive a relevant receipt, which does not constitute a provisionary title, and may not be traded in the Athens Stock Exchange.
No fractions of shares shall be issued. Thus, it is recommended that shareholders see to it that they acquire a number of rights corresponding to an integer number of shares.
The pre-emption rights not exercised until the expiration of the exercise period (i.e. until 07.09.2007 inclusively) shall not be valid.