Dividends on the Series A preference shares, declared on an annual basis at the sole discretion of our ordinary shareholders at our Annual General Meeting, except as set out below, will be payable in U.S. dollars out of our distributable funds (as defined in this prospectus supplement) quarterly on March 6, June 6, September 6 and December 6 of each year (each a "dividend payment date"), provided that the first dividend, to the extent declared, shall be payable in the amount of $1.125 on December 6, 2008. Thereafter, except as set out below, the annual dividend, to the extent declared, on each Series A preference share will be an amount equal to $2.25 and will be payable in the amount of $0.5625 on each dividend payment date. Any dividends paid on the dividend payment dates falling in December 2008 and March 2009, will be interim dividends and may not be paid unless declared by our board of directors. Greek law prohibits such a declaration unless the most-recently published interim financial statements set forth sufficient profits for the interim period to which such financial statements relate. If no dividends are declared with respect to a financial year, holders of Series A preference shares will have no claim in respect of the non-payment and we will have no obligation to pay those dividends or to pay any interest on the dividends, whether or not dividends on the Series A preference shares are declared for any future financial year.
We may redeem the Series A preference shares, at our option, in whole, but not in part, (i) on June 6, 2013 (the "initial optional redemption date"), or any anniversary thereof, at a redemption price per Series A preference share equal to $25 plus one quarter of the annual dividend amount plus any additional amounts (as defined in this prospectus supplement) or (ii) on any other date (following the initial optional redemption date) at a redemption price per Series A preference share (the "redemption amount") equal to $25 plus declared but unpaid dividends, if any, less the liquidation preference reduction amount (as defined in this prospectus supplement), if any, plus any additional amounts (as defined in this prospectus supplement) and, if relevant, the redemption gross up amount (as defined in this prospectus supplement).
Subject as set out below, we may also redeem the Series A preference shares in whole (but not in part) at the redemption amount on any date (in respect of a depositary event) or, during the period prior to the initial optional redemption date, on any of the four dividend payment dates immediately succeeding the relevant event (in respect of a tax event or capital disqualification event) if (i) a capital disqualification event (as defined in this prospectus supplement) has occurred and is continuing, (ii) a tax event (as defined in this prospectus supplement) has occurred or (iii) a depositary event (as defined in this prospectus supplement) has occurred. Any redemption falling on an anniversary of the issue date shall be made at a redemption price per Series A preference share equal to $25 plus dividends equal to one quarter of the annual dividend amount, plus any additional amounts.
We will not be able to redeem the Series A preference shares (i) during the period from (and including) the date of issue of the Series A preference shares (the "issue date") to (but excluding) the date of our Annual General Meeting of shareholders that approves our 2008 financial statements and (ii) except in relation to our option to redeem the Series A preference shares in respect of a depositary event (which will be exercisable at any time), during the period in each year from (but excluding) the dividend payment date in March to (but excluding) the date of our next following Annual General Meeting of shareholders which approves our annual financial statements.
If we do effect a redemption of the Series A preference shares, you may be subject to certain tax on dividends and capital loss treatment on the redemption payment. See "Certain U.S. Federal and Greek Tax Consequences?U.S. Federal Income Taxation". Our board's intention, as set out in its resolution establishing the terms of the Series A preference shares, is that, if we effect a redemption in accordance with the provisions described above, except for a redemption effected in relation to a depositary event, we will do so only on a date that would not result in the requirement to pay a redemption gross up amount. If, however, we elect to effect a redemption of the Series A preference shares in circumstances where a redemption gross up amount will be payable, in accordance with the board resolution referred to above, unless otherwise required under the provisions of the Series A preference shares, we will, if practicable, communicate our intention to so redeem at least 90 days prior to the redemption date.
We may also repurchase Series A preference shares represented by Series A ADSs, in an amount per Series A preference share equal to the liquidation preference in whole, but not in part, in the same circumstances as we may effect a redemption. We may effect such mandatory repurchase on any date we could have redeemed the Series A preference shares, provided such date is a dividend payment date. You shall be entitled to receive the dividend payable on that dividend payment date plus any additional amounts. The deposit agreement will contain terms pursuant to which you shall be deemed to consent and approve the mandatory repurchase and tender such Series A ADSs and there shall be no further requirement for consent or approval of holders of the Series A preference shares represented by Series A ADSs. Holders of Series A preference shares which are not represented by Series A ADSs may also elect to sell their Series A preference shares in accordance with the mandatory repurchase, but shall not be bound to do so.
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National Bank of Greece provides a range of financial services, including commercial and retail banking services (including mortgage lending), investment banking, capital markets, venture capital and advisory services, asset management and insurance. Co. is also engaged in other businesses, including the hotel business, property management and real estate business and information and technology consulting. In addition to its operations in Greece, Co. operated in Turkey and in South Eastern Europe, where it maintains operations in Bulgaria, Serbia, Romania, Albania, Cyprus and .the Former Yugoslav Republic of Macedonia. Preferred: NBGPY Open the NBG Information Page » |
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