PROTON BANK S.A.
INVITATION
FOR THE SHAREHOLDERS OF THE BANKING COMPANY
"PROTON BANK S.A."
TO THE ANNUAL GENERAL MEETING
In accordance with the Law and the Articles of Association of the banking company "PROTON BANK S.A."(hereafter referred to as the "Bank") and by means of the decision of its Board of Directors dated April, 29th 2008, the Shareholders are invited to an Annual General Meeting to take place on May 23rd 2008, Friday, at 17:00 pm, at the hotel "KING GEORGE PALACE" at Ballroom - Area III, located in Athens at 3 Vas. Georgiou A' Street. If the required quorum for some or all items of the agenda is not achieved, the Shareholders are invited to the 1st Repetitive Ordinary General Meeting to take place on June 6th, Friday, at 17:00 pm, at the hotel "KING GEORGE PALACE" at Ballroom - Area III, located in Athens at 3 Vas. Georgiou A' Street.
The items of the agenda are as follows:
1. Submission and approval of the Annual Financial Statements and the Consolidated Financial Statements of the Bank for the 6th financial year (01.01.2007 - 31.12.2007), together with the management report of the Board of Directors of the Bank and the Chartered Auditor's report.
2. Release of the members of the Board of Directors and the Chartered Auditors of the Bank from any liability for compensation in relation to the financial year ended.
3. Decision of the distribution of dividend.
4. Approval of the remuneration of the members of the Board of Directors for the financial year 2007 and (pre-)approval of the remuneration of the members of the Board of Directors for the financial year 2008.
5. Appointment of chartered auditors for the financial year 2008 and determination of their fees.
6. Approval of the election from the Board of Directors of new members in replacement of resigning members.
7. Granting permission, according to article 23 of Codified Law 2190/1920, to the members of the Board of Directors and Managers of the Bank to participate in the management of affiliated (pursuant to article 42e, par. 5, of Codified Law 2190/1920) companies of the Bank.
8. Renewal of the authorization granted to the Board of Directors to (i) issue bond loans convertible into shares, pursuant to article 3a of law 2190/1920 and (ii) increase the share capital, pursuant to article 13, par. 1 of Codified Law 2190/1920, partially or in whole, with the issuance of new shares up to the amount of the present share capital.
9. Changes and amendments of the Articles of Association of the Bank in relation to (i) the adjustment of such to Codified Law 2190/1920 (following its amendment by law 3604/2007), (ii) the adjustment of the Bank?s scope (article 3 of the Articles of Association) with law 3601/2007, (iii) the abolition of article 22 par. 1 sub-paragraph (h) on the appointment of auditors and the determination of their remuneration, with the addition, abolition and renumbering of the articles and formation as unified text.
10. Decision on the transmission of information via electronic means by the Bank (article 18 Law 3556/2007).
11. Miscellaneous - Other issues.
Every shareholder of PROTON BANK is entitled to participate and vote during the General Meeting either in person or by representation, by signing the relevant authorization which is available on the website (www.proton.gr) and at the branches of the Bank. Each share grants the right to one vote.
The Shareholders willing to participate in the Annual General Meeting must block all or part of their shares through their Operator in the Dematerialized Share System (D.S.S.) and to deposit the relevant Certification of Blocked Shares to PROTON BANK (20 Amaliados & Eslin St., Athens) at least five (5) days before the day of the General Meeting. Furthermore, if the shares are registered in a Special Account of the Investor Account in the D.S.S., the shareholders must block all or part of their shares by means of a declaration to the Hellenic Exchanges S.A. (H.E.L.E.X.) and to deposit the relevant Certification of Blocked Shares at least five (5) days before the day of the General Meeting. Within the same period the relevant representation documents must also be submitted with PROTON BANK.
The items of the agenda are as follows:
1. Submission and approval of the Annual Financial Statements and the Consolidated Financial Statements of the Bank for the 6th financial year (01.01.2007 - 31.12.2007), together with the management report of the Board of Directors of the Bank and the Chartered Auditor's report.
2. Release of the members of the Board of Directors and the Chartered Auditors of the Bank from any liability for compensation in relation to the financial year ended.
3. Decision of the distribution of dividend.
4. Approval of the remuneration of the members of the Board of Directors for the financial year 2007 and (pre-)approval of the remuneration of the members of the Board of Directors for the financial year 2008.
5. Appointment of chartered auditors for the financial year 2008 and determination of their fees.
6. Approval of the election from the Board of Directors of new members in replacement of resigning members.
7. Granting permission, according to article 23 of Codified Law 2190/1920, to the members of the Board of Directors and Managers of the Bank to participate in the management of affiliated (pursuant to article 42e, par. 5, of Codified Law 2190/1920) companies of the Bank.
8. Renewal of the authorization granted to the Board of Directors to (i) issue bond loans convertible into shares, pursuant to article 3a of law 2190/1920 and (ii) increase the share capital, pursuant to article 13, par. 1 of Codified Law 2190/1920, partially or in whole, with the issuance of new shares up to the amount of the present share capital.
9. Changes and amendments of the Articles of Association of the Bank in relation to (i) the adjustment of such to Codified Law 2190/1920 (following its amendment by law 3604/2007), (ii) the adjustment of the Bank?s scope (article 3 of the Articles of Association) with law 3601/2007, (iii) the abolition of article 22 par. 1 sub-paragraph (h) on the appointment of auditors and the determination of their remuneration, with the addition, abolition and renumbering of the articles and formation as unified text.
10. Decision on the transmission of information via electronic means by the Bank (article 18 Law 3556/2007).
11. Miscellaneous - Other issues.
Every shareholder of PROTON BANK is entitled to participate and vote during the General Meeting either in person or by representation, by signing the relevant authorization which is available on the website (www.proton.gr) and at the branches of the Bank. Each share grants the right to one vote.
The Shareholders willing to participate in the Annual General Meeting must block all or part of their shares through their Operator in the Dematerialized Share System (D.S.S.) and to deposit the relevant Certification of Blocked Shares to PROTON BANK (20 Amaliados & Eslin St., Athens) at least five (5) days before the day of the General Meeting. Furthermore, if the shares are registered in a Special Account of the Investor Account in the D.S.S., the shareholders must block all or part of their shares by means of a declaration to the Hellenic Exchanges S.A. (H.E.L.E.X.) and to deposit the relevant Certification of Blocked Shares at least five (5) days before the day of the General Meeting. Within the same period the relevant representation documents must also be submitted with PROTON BANK.