The 8.08% stake was transferred to the Engineers' Fund (TMEDE), increasing its stake in the bank to 20.11%.
At the same time, with a letter sent to Attica's Board of Directors, the existing shareholders -TXS and TMEDE) confirm their intention to participate in the share capital increase of 373.3 million euros, which is expected to take place within the coming months.
It is recalled that a few days ago, a letter expressing interest in participating in the increase in the share capital of Attica Bank was sent by Thrivest Holding Ltd, the interests of D. Baku, G. Kaymenakis and A. Exarchou, which controls Pankritia Bank and now the Cooperative Bank of Central Macedonia.
Recently Ellington Solutions, which through Thea Artemis Financial Solutions (TAFS) manages Attica Bank's securitized loans, entered into a strategic partnership in the field of REOs (Real Estate Owned) with Intrakat, which the three men now control.
Attica Bank's official press release:
Attica Bank S.A. (hereinafter “the Bank”) informs investors for the following:
A. The Bank received today 02.02.2023 from its main shareholders the Hellenic Financial Stability Fund ("HFSF") and the Public Works Engineers and Contractors Fund ("TMEDE") a document stating, among other, that it was agreed between the HFSF, TMEDE and Rinoa LTD - Ellington Solutions S.A., the innocuous secession of Rinoa LTD - Ellington Solutions S.A. from the basic terms agreement dated 30.09.2022, including their previous agreements (jointly the "Basic Terms Agreement"), concerning their investment in the Bank. Simultaneously, TMEDE entered into the Basic Terms Agreement in the place of the companies that seceded and as a result the agreement regarding the HFSF and TMEDE continues to be in force.
B. Further to the relevant notification from 02.02.2023 by TMEDE regarding the significant changes in voting rights, received in accordance with the provisions of article 10 (a) of Law 3556/2007, as applicable, the Bank informs investors that, on 30.01.2023 following the relevant transfer of 120,861,838 shares of the Bank from Rinoa LTD to TMEDE (that corresponds to a percentage of 8.08% of the Bank's share capital and up until the aforementioned transaction, TMEDE indirectly controlled their voting rights), the percentage of the total voting rights held by TMEDE in the Bank's share capital and directly controlled amounts to 20.11%, which corresponds to 300,791,865 voting rights of a total of 1,495,678,391 common registered shares.
C. Moreover, the Bank announces that its Board of Directors, during its meeting on 02.02.2023, accepted the resignations of Mrs. Irini Maragoudaki, Mr. Markos Koutis and Mr. Patrick Horend from members of the Board of Directors, and decided that the residual members of the Board of Directors should continue the management and the representation of the Bank without the replacement of the aforementioned seceding members, in accordance with article 18 par. 2 of the current Bank’s codified Articles of Association and in accordance with article 82 par.2 of Law 4548/2018, as amended in force. It is noted that following the aforementioned secessions, i) the conditions of article 5 of Law 4706/2020 in combination with the decisions of the General Meeting of 05.07.2022 regarding the required number of independent members of the Board of Directors are still met, and ii) the requirements of article 3 par.1.b of Law 4706/2020 regarding sufficient representation by gender on the Bank’s Board of Directors.
Following the abovementioned, the Board of Directors was reconstituted in a body, for the remainder of its term, i.e. until 01-09-2023, as follows:
1. Konstantinos Makedos, son of Georgios, Chairman of the Board of Directors, Non-Executive Member
2. Avraam (Minos) Moissis, son of Esdra, Vice Chairman of the BoD, NonExecutive Member, Representative of the Hellenic Financial Stability Fund
3. Eleni Vrettou, daughter of Christos, Chief Executive Officer, Executive Member
4. Alexios Pelekis, son of Dionysios, Non-Executive Member
5. Charikleia Vardakari, daughter of Nikolaos, Independent Non-Executive Member
6. Ioannis Zographakis, son of Georgios, Independent Non-Executive Member
7. Aimilios Giannopoulos, son of Polykarpos, Independent Non-Executive Member
8. Grigorios Zarifopoulos, son of Dionysios, Independent Non-Executive Member At the abovementioned meeting of the Board of Directors, the responsibilities and the representation of the Bank were also redefined.
Furthermore, the Board of Directors, at the same meeting and following its reconstitution, decided the following:
i) The reconstitution of the Risk Management Committee, with Mr. Ioannis Zographakis, Independent Non-Executive Member of the Board of Directors as Chairman, Ms. Charikleia Vardakari, Independent Non-Executive Member of the Board of Directors and the Non-Executive Members of the Board of Directors Mr. Avraam Moisis, Representative of the Hellenic Financial Stability Fund and Alexios Pelekis as members.
ii) The reconstitution of the Nomination for the Board of Directors’ Members and Remuneration Committee, with Mr. Grigorios Zarifopoulos, Independent Non-Executive Member of the Board of Directors as Chairman, and Mr. Ioannis Zographakis, Independent Non-Executive Member of the Board of Directors, Ms. Charikleia Vardakari, Independent Non-Executive Member of the Board of Directors and Avraam Moisis, Non-Executive Member of the Board of Directors and representative of the HFSF as members.
