PROTON BANK S.A.
Decisions of the Annual General Meeting
PROTON BANK S.A. (hereinafter "Proton Bank") announces that the Annual General Meeting of the Shareholders of the Bank convened on May 23rd, 2008 at 17:00 at the Hotel KING GEORGE PALACE, in which 147 shareholders participated either in person or by proxy, representing 41,857,501 shares, i.e. with a quorum of 66.78% of the share capital and approved the following issues of the Agenda:
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 on 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.
In the voting procedure on the first item of the agenda shareholders representing in total 41,808,133 shares and voting rights, i.e. 99.88% of the represented shareholders voted (which corresponds to 66.70% of the share capital), while shareholders representing 49,368 shares (which corresponds to 0.08% of the share capital), i.e. 0.12% of the represented shareholders, did not vote. In the voting procedure on the rest of the items of the agenda shareholders representing in total 41,857,501 shares and voting rights, i.e. 100% of the represented shareholders voted (which corresponds to 66.78% of the share capital).
The resolutions in relation to the above items of the agenda are as follows:
1. On the first item the Annual General Meeting unanimously, i.e. with a quorum of 41,808,133 positive votes, i.e. 99.88 % of the shares that were represented and voted, with no vote against, approved 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. On the second item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against decided the release of the members of the Board of Directors and the Chartered Auditors from any liability for compensation in relation to the financial year ended.
3. On the third item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100 % of the shares that were represented and voted, with no vote against, decided the distribution of dividend for the financial year 01.01.2007-31.12.2007 of ? 0,20 per share, which will be paid according to the procedure provided for by the Regulations of the Athens Stock Exchange and the Hellenic Exchanges S.A. (H.E.L.EX.) All shareholders, holding shares at the end of trading session of the Athens Stock Exchange of 26th May 2008, as registered with the register of the Hellenic Exchanges S.A. (H.E.L.EX.) will have the right to dividend. In this respect, as of 27th May 2008, the shares will be traded ex-dividend. The dividend will be paid on 4th June 2008 through PROTON BANK S.A.. The Bank already proceeded with a separate announcement as to the procedure of payment of dividend, according to article 279 of the Regulation of the Athens Stock Exchange S.A.
4. On the fourth item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against, approved the remuneration of the members of the Board of Directors paid for and during the financial year 2007 and (pre-)approved the remuneration of the members of the Board of Directors for the financial year 2008.
5. On the fifth item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against, appointed the Chartered Auditors Ms Athanasia Arabatzi and Mr. Vassilis Kazas from the auditing firm GRANT THORNTON S.A. CHARTERED ACCOUNTANTS MANAGEMENT CONSULTANTS, as the regular and deputy Chartered Auditor of the Bank, respectively, for the financial year 2008 and determined their remuneration.
6. On the sixth item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against, decided the ratification (i) of the election dated 08.08.2007 of Mr. Elias Tsotakos as new member of the BoD in substitution of the resigning member Mr. Hasdai Capon and (ii) the election dated 20.12.2007 of Mr. Athanasios Papaspiliou as new member of the BoD in substitution of the resigning member Mr. Theodoros Mylonas.
7. On the seventh item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against decided the granting of a 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. On the eighth item the Annual General Meeting unanimously, i.e. with a quorum of 41,734,367 positive votes, i.e. 99.71% of the shares that were represented and voted, against 123.134 negative votes, i.e. 0.29% of the shares that were represented and voted, decided the 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. On the ninth item the Annual General Meeting unanimously, i.e. with a quorum of 41,734,367 positive votes, i.e. 99.71% of the shares that were represented and voted, against 123,134 negative votes, i.e. 0.29% of the shares that were represented and voted, decided 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. On the tenth item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against, decided the transmission of information via electronic means by the Bank (article 18 Law 3556/2007).
11. On the eleventh item the Annual General Meeting did not take any decision.
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 on 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.
In the voting procedure on the first item of the agenda shareholders representing in total 41,808,133 shares and voting rights, i.e. 99.88% of the represented shareholders voted (which corresponds to 66.70% of the share capital), while shareholders representing 49,368 shares (which corresponds to 0.08% of the share capital), i.e. 0.12% of the represented shareholders, did not vote. In the voting procedure on the rest of the items of the agenda shareholders representing in total 41,857,501 shares and voting rights, i.e. 100% of the represented shareholders voted (which corresponds to 66.78% of the share capital).
The resolutions in relation to the above items of the agenda are as follows:
1. On the first item the Annual General Meeting unanimously, i.e. with a quorum of 41,808,133 positive votes, i.e. 99.88 % of the shares that were represented and voted, with no vote against, approved 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. On the second item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against decided the release of the members of the Board of Directors and the Chartered Auditors from any liability for compensation in relation to the financial year ended.
3. On the third item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100 % of the shares that were represented and voted, with no vote against, decided the distribution of dividend for the financial year 01.01.2007-31.12.2007 of ? 0,20 per share, which will be paid according to the procedure provided for by the Regulations of the Athens Stock Exchange and the Hellenic Exchanges S.A. (H.E.L.EX.) All shareholders, holding shares at the end of trading session of the Athens Stock Exchange of 26th May 2008, as registered with the register of the Hellenic Exchanges S.A. (H.E.L.EX.) will have the right to dividend. In this respect, as of 27th May 2008, the shares will be traded ex-dividend. The dividend will be paid on 4th June 2008 through PROTON BANK S.A.. The Bank already proceeded with a separate announcement as to the procedure of payment of dividend, according to article 279 of the Regulation of the Athens Stock Exchange S.A.
4. On the fourth item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against, approved the remuneration of the members of the Board of Directors paid for and during the financial year 2007 and (pre-)approved the remuneration of the members of the Board of Directors for the financial year 2008.
5. On the fifth item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against, appointed the Chartered Auditors Ms Athanasia Arabatzi and Mr. Vassilis Kazas from the auditing firm GRANT THORNTON S.A. CHARTERED ACCOUNTANTS MANAGEMENT CONSULTANTS, as the regular and deputy Chartered Auditor of the Bank, respectively, for the financial year 2008 and determined their remuneration.
6. On the sixth item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against, decided the ratification (i) of the election dated 08.08.2007 of Mr. Elias Tsotakos as new member of the BoD in substitution of the resigning member Mr. Hasdai Capon and (ii) the election dated 20.12.2007 of Mr. Athanasios Papaspiliou as new member of the BoD in substitution of the resigning member Mr. Theodoros Mylonas.
7. On the seventh item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against decided the granting of a 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. On the eighth item the Annual General Meeting unanimously, i.e. with a quorum of 41,734,367 positive votes, i.e. 99.71% of the shares that were represented and voted, against 123.134 negative votes, i.e. 0.29% of the shares that were represented and voted, decided the 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. On the ninth item the Annual General Meeting unanimously, i.e. with a quorum of 41,734,367 positive votes, i.e. 99.71% of the shares that were represented and voted, against 123,134 negative votes, i.e. 0.29% of the shares that were represented and voted, decided 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. On the tenth item the Annual General Meeting unanimously, i.e. with a quorum of 41,857,301 positive votes, i.e. 100% of the shares that were represented and voted, with no vote against, decided the transmission of information via electronic means by the Bank (article 18 Law 3556/2007).
11. On the eleventh item the Annual General Meeting did not take any decision.