EMPORIKI BANK OF GREECE S.A.
Decisions of the Ordinary General Meeting
Pursuant to the Regulation of the Athens Stock Exchange, "EMPORIKI BANK OF GREECE S.A." announces that the Annual Ordinary General Assembly of its Shareholders, held on May 6th, 2011, with 32 shareholders present, in person or through representation, representing 492,961,726 shares, of a total of 512,228,885 shares, i.e. 96.2385% of the paid up share capital, adopted the following resolutions:
1. Approved, the Annual Financial Accounts for the financial year 2010 and decided not to distribute a dividend during the above-mentioned financial year.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent .
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
2. Discharged the Members of the Board of Directors and the Auditors of Emporiki Bank from any compensation liability regarding the annual financial accounts for the financial year 2010.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
3. Approved the remunerations paid to the Members of the Bank s Board of Directors for the financial year 2010 and pre-approved their remunerations for the year 2011.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
4. Approved the remunerations paid to the Members of the Bank s Board of Directors who are also Members of the Audit Committee of the Bank for the financial year 2010 and pre-approved their remunerations for the year 2011.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
5. Elected as Auditor for the audit of the financial statements of the Bank and the consolidated financial statements of the Group, for the financial year 2011, from certified auditors the Company PRICEWATERHOUSECOOPERS S.A. The Ordinary and Substitute Auditors appointed are as follows: Ordinary Auditor: Dimitrios Sourbis, son of Andreas (SOEL Reg. No. 16891). Substitute Auditor: Kyriakos Riris, son of Georgios (SOEL Reg. No. 12111).
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,711,563 or percentage 96.1897% of the share capital these votes represent.
Total number of valid votes: 492,711,563.
Voted in favor: 492,711,563 shares or percentage of 96.1897% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right
Abstained: 250.163 shares or percentage of 0.0488% of the shares having voting right.
6. Approved the granting of permission, pursuant to article 23, par.1, of Codified Law 2190/1920, to the Members of the Board of Directors and the Managers of the Bank, to participate to Boards of Directors or in the Management of other Companies of the Group having the same or similar to the Bank?s objectives or with a relevant cooperation within the Group.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
7. Approved and ratified the election of new Members of the Board of Directors in replacement of those Members who have resigned. In particular:
1. The election of Mr. Bruno de Laage son of Guy, who was elected on 05/05/2010 in replacement of Mr. Bernard Mary son of Robert who resigned,
2. The election of Mr. Marc Oppenheim son of Henri, who was elected on 30/07/2010 in replacement of Mr. Jean-Frederic de Leusse son of Dominique who resigned,
3. The election of Mr. Christophe Noel son of Gonzague, who was elected on 11/02/2011 in replacement of Mr. Luc Demazure son of Guy who resigned.
4. The election of Mr. Guy-Mari-Michel Proffit son of Marcel, who was elected on 06/05/2011 in replacement of Mrs. Alexandra Papalexopoulou who resigned.
The term of these Members shall expire, as in the case of the other Members, at the Ordinary Meeting-General Assembly of the Shareholders in 2013.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
8. Approved and ratified the election of the Members of the Audit Committee of the Bank, according to the provisions of Law 3693/2008 and in particular:
- For the period from May 5th, 2010 till May 6th, 2011 approved and ratified the election of the following persons as Members of the Audit Committee of the Bank:
Chairman: Mr. Yves Nanquette son of Henri, Non Executive BoD Member.
Members: Mrs. Emmanuelle Yannakis daughter of Emmanuel, Non Executive BoD Member. Mr. Konstantinos Papadiamantis son of Pyrros, Independent Non Executive BoD Member.
- For the period from May 6th, 2011 and thereon approved and ratified the election of the following persons as Members of the Audit Committee of the Bank:
Chairman: Mr. Christophe Noel son of Gonzague, Non Executive BoD Member.
Members: Mrs. Emmanuelle Yannakis daughter of Emmanuel, Non Executive BoD Member. Mr. Konstantinos Papadiamantis son of Pyrros, Independent Non Executive BoD Member.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
9. Approved, pursuant to article 23a of Codified Law 2190/1920, the following Contracts made between CASA Group and the Bank s Group and specifically:
a) The Capital Advance Agreement signed on 2 December 2010 between Emporiki Bank and Credit Agricole S.A.
b) The Assignment and Factoring Agreement signed on 22 June 2010 between Emporiki Bank and Emporiki Bank ? Germany GmbHi-L.
c) The Pledge of Account Agreement signed on 31 January 2011 between Emporiki Bank and Credit Agricole S.A.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
10. Other issues - Announcements
There were no other issues discussed and nor any announcements made.
1. Approved, the Annual Financial Accounts for the financial year 2010 and decided not to distribute a dividend during the above-mentioned financial year.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent .
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
2. Discharged the Members of the Board of Directors and the Auditors of Emporiki Bank from any compensation liability regarding the annual financial accounts for the financial year 2010.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
3. Approved the remunerations paid to the Members of the Bank s Board of Directors for the financial year 2010 and pre-approved their remunerations for the year 2011.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
4. Approved the remunerations paid to the Members of the Bank s Board of Directors who are also Members of the Audit Committee of the Bank for the financial year 2010 and pre-approved their remunerations for the year 2011.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
5. Elected as Auditor for the audit of the financial statements of the Bank and the consolidated financial statements of the Group, for the financial year 2011, from certified auditors the Company PRICEWATERHOUSECOOPERS S.A. The Ordinary and Substitute Auditors appointed are as follows: Ordinary Auditor: Dimitrios Sourbis, son of Andreas (SOEL Reg. No. 16891). Substitute Auditor: Kyriakos Riris, son of Georgios (SOEL Reg. No. 12111).
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,711,563 or percentage 96.1897% of the share capital these votes represent.
Total number of valid votes: 492,711,563.
Voted in favor: 492,711,563 shares or percentage of 96.1897% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right
Abstained: 250.163 shares or percentage of 0.0488% of the shares having voting right.
6. Approved the granting of permission, pursuant to article 23, par.1, of Codified Law 2190/1920, to the Members of the Board of Directors and the Managers of the Bank, to participate to Boards of Directors or in the Management of other Companies of the Group having the same or similar to the Bank?s objectives or with a relevant cooperation within the Group.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
7. Approved and ratified the election of new Members of the Board of Directors in replacement of those Members who have resigned. In particular:
1. The election of Mr. Bruno de Laage son of Guy, who was elected on 05/05/2010 in replacement of Mr. Bernard Mary son of Robert who resigned,
2. The election of Mr. Marc Oppenheim son of Henri, who was elected on 30/07/2010 in replacement of Mr. Jean-Frederic de Leusse son of Dominique who resigned,
3. The election of Mr. Christophe Noel son of Gonzague, who was elected on 11/02/2011 in replacement of Mr. Luc Demazure son of Guy who resigned.
4. The election of Mr. Guy-Mari-Michel Proffit son of Marcel, who was elected on 06/05/2011 in replacement of Mrs. Alexandra Papalexopoulou who resigned.
The term of these Members shall expire, as in the case of the other Members, at the Ordinary Meeting-General Assembly of the Shareholders in 2013.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
8. Approved and ratified the election of the Members of the Audit Committee of the Bank, according to the provisions of Law 3693/2008 and in particular:
- For the period from May 5th, 2010 till May 6th, 2011 approved and ratified the election of the following persons as Members of the Audit Committee of the Bank:
Chairman: Mr. Yves Nanquette son of Henri, Non Executive BoD Member.
Members: Mrs. Emmanuelle Yannakis daughter of Emmanuel, Non Executive BoD Member. Mr. Konstantinos Papadiamantis son of Pyrros, Independent Non Executive BoD Member.
- For the period from May 6th, 2011 and thereon approved and ratified the election of the following persons as Members of the Audit Committee of the Bank:
Chairman: Mr. Christophe Noel son of Gonzague, Non Executive BoD Member.
Members: Mrs. Emmanuelle Yannakis daughter of Emmanuel, Non Executive BoD Member. Mr. Konstantinos Papadiamantis son of Pyrros, Independent Non Executive BoD Member.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
9. Approved, pursuant to article 23a of Codified Law 2190/1920, the following Contracts made between CASA Group and the Bank s Group and specifically:
a) The Capital Advance Agreement signed on 2 December 2010 between Emporiki Bank and Credit Agricole S.A.
b) The Assignment and Factoring Agreement signed on 22 June 2010 between Emporiki Bank and Emporiki Bank ? Germany GmbHi-L.
c) The Pledge of Account Agreement signed on 31 January 2011 between Emporiki Bank and Credit Agricole S.A.
The percentage of valid votes and the percentage of majority on this issue are as follows:
Number of shares for which the votes were valid: 492,713,064 or percentage 96.19% of the share capital these votes represent.
Total number of valid votes: 492,713,064.
Voted in favor: 492,713,064 shares or percentage of 96.19% of the shares having voting right.
Voted against: 0 shares or percentage of 0% of the shares having voting right.
Abstained: 248,662 shares or percentage of 0.0485% of the shares having voting right.
10. Other issues - Announcements
There were no other issues discussed and nor any announcements made.