T BANK S.A.
Resolutions of the Extraordinary General Meeting
ASPIS BANK Banking S.A. announces the resolutions of the Extraordinary General Meeting dated June 13th 2008, which 52 shareholders attended, representing 42.926.021 shares (out of which 39.094.157 shares, a percentage of 61,023%) were timely submitted and (3.831.864 shares, a percentage of 5,981%) were non-timely submitted out of a total of 64.064.054 shares, i.e. a percentage of 67,004% of the share capital of the Bank.
The resolutions regarding items 1 and 3 of the agenda, i.e. the approval of the signing of agreements according to article 23a of law 2190/1920 as well as the amendment and the extension of the existing schedule of the stock option right to the purchase of shares, were not made unamimously, but were voted against by a shareholder a holder of 10.887 shares representing 0,02% of the vots represented in the Meeting.
More specifically and according to article 278 of the regulation of Athex, as in force, the items and the resolutions made at the aforementioned Extraordinary General Meeting are the following:
Item 1st: The signing of agreements according to article 23a of law 2190/1920 was approved. More specifically, the entering into a labor contract of indefinite time between the Bank and Mr. Christos Sorotos was approved.
Item 2nd: The increase of the number of the members of the Board of Directors from ten (10) to eleven (11) and the election of Mr. Christos Sorotos as the new member of the Board of Directors were approved of. Thus, the Board of Directors is as follows:
Konstantinos KARATZAS
Loukas KYRIAKOPOYLOS (independent member)
Georgios DAGIANTIS
Panagiotis NIKAS
Konstantinos PETROPOYLOS
Georgios GALANAKIS (independent member)
Nikolaos KAMPAS
Grigorios DRETTAS
Stratis STRATIGIS (independent member)
Haruko Fukuda (independent member) Christos Sorotos
Item 3rd: The amendment and the extension of the existing stock option plan was aproved
More specifically, the exercise of the stock option rights, according to resolutions of previous General Meetings until the depletion of the number of the rights granted, not though beyond year 2018.
Moreover, the amendment and extension of the existing plan of share disposal to members of the Board of Directors was approved of in a way that the newly elected member of the Board of Directors is the beneficiary of the plan and the holder of 5% of the share capital of the Bank until 31.12.2011 if he keeps his position up to that date.
More specifically, 25% of the aforementioned percentage-goal (i.e. 5% of the BANK's share capital) was approved of by the General Meeting to have been disposed to Mr. Christos Sorotos until 31.12.2008, 25% of it until 31.12.2009, 25% of it until 31.12.2010 and the rest 25% of it until 31.12.2011. The purchase price of the BANK's shares within the borders of the aforementioned plan will be equal to each share's nominal value. It has been approved of for the stock option rights of Mr. Christos Sorotos that have grown to be inheritable.
Moreover, the plan's maximum boundary was approved of, reaching 1/10 of the Bank's existing shares at the General Meeting dated September 4th 2002, thus today after the exercise of certain stock option rights escalates to 1.802.495 shares and increases by a total of 3.466.660 shares, so that the total number of the stock option rights after the resolution of the extraordinary General Meeting dated June 13th 2008 and the exercise of the stock option rights according to the above, it will reach 5.269.156 shares. In case of a change in the number of shares due to capitalization of reserves, split, reverse split or another similar reason, the stock option rights will be readjusted accordingly. Finally, the General Meeting resolved, in any case of share capital increase, taken place anytime until December 2010, the disposal of the aforementioned shares to Mr. Christos Sorotos to be possible within the boundaries of the aforementioned plan of share disposal in a way that Mr. Christos Sorotos gets to hold after each increase of the Bank's share capital resolved by the Shareholders' General Meeting and until 30.12.2011 a percentage of at least 5% of the Bank's share capital.
The resolutions regarding items 1 and 3 of the agenda, i.e. the approval of the signing of agreements according to article 23a of law 2190/1920 as well as the amendment and the extension of the existing schedule of the stock option right to the purchase of shares, were not made unamimously, but were voted against by a shareholder a holder of 10.887 shares representing 0,02% of the vots represented in the Meeting.
More specifically and according to article 278 of the regulation of Athex, as in force, the items and the resolutions made at the aforementioned Extraordinary General Meeting are the following:
Item 1st: The signing of agreements according to article 23a of law 2190/1920 was approved. More specifically, the entering into a labor contract of indefinite time between the Bank and Mr. Christos Sorotos was approved.
Item 2nd: The increase of the number of the members of the Board of Directors from ten (10) to eleven (11) and the election of Mr. Christos Sorotos as the new member of the Board of Directors were approved of. Thus, the Board of Directors is as follows:
Konstantinos KARATZAS
Loukas KYRIAKOPOYLOS (independent member)
Georgios DAGIANTIS
Panagiotis NIKAS
Konstantinos PETROPOYLOS
Georgios GALANAKIS (independent member)
Nikolaos KAMPAS
Grigorios DRETTAS
Stratis STRATIGIS (independent member)
Haruko Fukuda (independent member) Christos Sorotos
Item 3rd: The amendment and the extension of the existing stock option plan was aproved
More specifically, the exercise of the stock option rights, according to resolutions of previous General Meetings until the depletion of the number of the rights granted, not though beyond year 2018.
Moreover, the amendment and extension of the existing plan of share disposal to members of the Board of Directors was approved of in a way that the newly elected member of the Board of Directors is the beneficiary of the plan and the holder of 5% of the share capital of the Bank until 31.12.2011 if he keeps his position up to that date.
More specifically, 25% of the aforementioned percentage-goal (i.e. 5% of the BANK's share capital) was approved of by the General Meeting to have been disposed to Mr. Christos Sorotos until 31.12.2008, 25% of it until 31.12.2009, 25% of it until 31.12.2010 and the rest 25% of it until 31.12.2011. The purchase price of the BANK's shares within the borders of the aforementioned plan will be equal to each share's nominal value. It has been approved of for the stock option rights of Mr. Christos Sorotos that have grown to be inheritable.
Moreover, the plan's maximum boundary was approved of, reaching 1/10 of the Bank's existing shares at the General Meeting dated September 4th 2002, thus today after the exercise of certain stock option rights escalates to 1.802.495 shares and increases by a total of 3.466.660 shares, so that the total number of the stock option rights after the resolution of the extraordinary General Meeting dated June 13th 2008 and the exercise of the stock option rights according to the above, it will reach 5.269.156 shares. In case of a change in the number of shares due to capitalization of reserves, split, reverse split or another similar reason, the stock option rights will be readjusted accordingly. Finally, the General Meeting resolved, in any case of share capital increase, taken place anytime until December 2010, the disposal of the aforementioned shares to Mr. Christos Sorotos to be possible within the boundaries of the aforementioned plan of share disposal in a way that Mr. Christos Sorotos gets to hold after each increase of the Bank's share capital resolved by the Shareholders' General Meeting and until 30.12.2011 a percentage of at least 5% of the Bank's share capital.