T BANK S.A.
Resolutions of the Annual General Shareholder's Meeting
ASPIS BANK SOCIETE ANONYME announces the resolutions of the Annual General Shareholder's Meeting of the 17th April 2008, in which participated 56 shareholders representing 42.954.003 shares (of which 42.227.841 shares (65,915 %) were deposited in accordance with the requirements of the law and 726,162 shares (1,133 %) were deposited after the expiration of the legal timeframe) out of the total of 64.064.054 shares, i.e. 67,048 % of the share capital. All the decisions on the items of the agenda were taken unanimously.
In particular and according to article 278 of the ATHEX Regulation, as it is in force today, the Agenda and the decisions taken at the Annual General Shareholder's Meeting are the following:
Item 1: The company's simple and consolidated Annual Financial Statements and the relevant management Reports of the Board of Directors for the financial year 2007 were approved as well as the distribution of profits. The aggregate amount of the profits after taxes to be distributed amounts to 3.011.546,43 euro, from which 1.281.281,08 euro will be distributed in dividends (0.02 per share).
Item 2: The discharge of the Board of Directors members and the Auditor from any liability for indemnification for the 2007 financial year, as well as the managing/administrative and representation acts of the Board of Directors and its substitutes were approved.
Item 3: KPMG KYRIAKOU CHARTERED AUDITORS S.A. were appointed as the statutory auditors of the company for the financial year 2008.
Item 4: A new Board of Directors was elected, the increase of its members from eight (8) to ten (10) was approved, its independent members were appointed according to the provisions of c.l. 3016/2002, as it is in force today, and the issue of the Deputy Managing Director was not discussed since the Board of Directors is competent for such decisions.
Following the above mentioned changes, the composition of the new Board of Directors is the following:
-Konstantinos Karatzas
-Loukas Kyriakopoulos (independent member)
-Georgios Dagiantis
-Panagiotis Nikas
-Konstantinos Petropoulos
-Georgios Galanakis (independent member).
-Nikolaos Kampas
-Gregorios Drettas
-Stratis Stratigis (independent member)
-Haruko Fukuda (independent member)
Item 5: The execution of contracts according to article 23a of law 2190/1920 was approved.
Item 6: The remuneration paid to members of the Board of Directors for the financial year 2007 was approved and the remuneration of the members of the Board of Directors for the financial year 2008 was pre-approved, according to articles 23a and 24 of law 2190/1920.
Item 7: The continuance of the existing stock options plan was approved.
Item 8: The participation of the Board of Directors members in legal entities of similar scope to that of the Bank was approved.
Item 9: The adjustment of the Articles of Association to the new provisions of C.L. 2190/1920, the amendment of articles 3,7,8,11, 13, 14, 17, 18, 22, 25, 26, 41, 43 and the annulment of articles 6, 9, 12, 19, 20, 21, 23, 24, 27, 28, 29, 30, 31, 33, 34, 35, 36, 37, 38, 39, 40, 42 and 44 as well as the re-numeration of the articles within the Articles of Association, was approved.
Item 10: Was not discussed since the issue was withdrawn.
In particular and according to article 278 of the ATHEX Regulation, as it is in force today, the Agenda and the decisions taken at the Annual General Shareholder's Meeting are the following:
Item 1: The company's simple and consolidated Annual Financial Statements and the relevant management Reports of the Board of Directors for the financial year 2007 were approved as well as the distribution of profits. The aggregate amount of the profits after taxes to be distributed amounts to 3.011.546,43 euro, from which 1.281.281,08 euro will be distributed in dividends (0.02 per share).
Item 2: The discharge of the Board of Directors members and the Auditor from any liability for indemnification for the 2007 financial year, as well as the managing/administrative and representation acts of the Board of Directors and its substitutes were approved.
Item 3: KPMG KYRIAKOU CHARTERED AUDITORS S.A. were appointed as the statutory auditors of the company for the financial year 2008.
Item 4: A new Board of Directors was elected, the increase of its members from eight (8) to ten (10) was approved, its independent members were appointed according to the provisions of c.l. 3016/2002, as it is in force today, and the issue of the Deputy Managing Director was not discussed since the Board of Directors is competent for such decisions.
Following the above mentioned changes, the composition of the new Board of Directors is the following:
-Konstantinos Karatzas
-Loukas Kyriakopoulos (independent member)
-Georgios Dagiantis
-Panagiotis Nikas
-Konstantinos Petropoulos
-Georgios Galanakis (independent member).
-Nikolaos Kampas
-Gregorios Drettas
-Stratis Stratigis (independent member)
-Haruko Fukuda (independent member)
Item 5: The execution of contracts according to article 23a of law 2190/1920 was approved.
Item 6: The remuneration paid to members of the Board of Directors for the financial year 2007 was approved and the remuneration of the members of the Board of Directors for the financial year 2008 was pre-approved, according to articles 23a and 24 of law 2190/1920.
Item 7: The continuance of the existing stock options plan was approved.
Item 8: The participation of the Board of Directors members in legal entities of similar scope to that of the Bank was approved.
Item 9: The adjustment of the Articles of Association to the new provisions of C.L. 2190/1920, the amendment of articles 3,7,8,11, 13, 14, 17, 18, 22, 25, 26, 41, 43 and the annulment of articles 6, 9, 12, 19, 20, 21, 23, 24, 27, 28, 29, 30, 31, 33, 34, 35, 36, 37, 38, 39, 40, 42 and 44 as well as the re-numeration of the articles within the Articles of Association, was approved.
Item 10: Was not discussed since the issue was withdrawn.