In accordance with the Law and the Articles of Association of the banking company "PROTON BANK S.A." (hereinafter referred to as the "Bank") , the holders of common registered shares of the Bank (hereinafter the "Shareholders") are invited to the Annual General Meeting that will take place on Thursday, April 28th 2011 at 17:00, at the company's premises, located in Athens, 124-126 Syggrou Avenue (1st Floor) to deliberate and resolve on the matters of the agenda:
1. Submission and approval of the Annual Financial Statements, the Consolidated Financial Statements of the Bank for the 9th fiscal year (01.01.2010 - 31.12.2010), and the Income Statement 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 fiscal year 01.01.2010 - 31.12.2010 ended.
3. Approval of the fees and remunerations to the members of the Board of Directors, as well as to the appointed representative of the Greek State in the Board of Directors, in accordance with art. 1 par. 3 of L.3723/2008, for the fiscal year 2010 and (pre-)approval of the fees and remunerations of the said persons for the fiscal year 2011.
4. Appointment of Chartered Auditors (regular and substitute) for the fiscal year 01.01.2011 - 31.12.2011.
5. Announcement of the election of new members from the Board of Directors, in replacement of resigning members, in accordance with article 9 par. 5 of Articles of Association.
6. Appointment of a new Audit Committee Member, in accordance with article 37, of L.3693/2008 in replacement of resigning member.
7. Approval of the remunerations of the members of the Audit Committee of article 37 of L.3693/2008 for the fiscal year 2010 and (pre-) approval of the remunerations for the fiscal year 2011.
8. Amendment of the articles 3, 6, 18, 19, 20, 21, 22, 24, 25, 27 and 28 of Articles of Association, for operational purposes and the adaptation of L. 3884/2010 and L.3873/2010 and codification of the Articles of Association.
9. Reduction of Proton Bank's share capital by reduction of the nominal value of the common registered shares, for the purpose of creating a special reserve according to article 4 par. 4a of C.L. 2190/1920. Respective modification of article 5 of Articles of Association.
10. Increase of the Share capital of the Bank by payment in cash , with pre-emption rights to the existing shareholders and the issuance of new common registered shares, with respective amendment of article 5 of the Articles of Association. Provision of the relevant authorisations to the Board of Directors.
11. Issuance of convertible bond loan for up to €50,000,000 with waiver of the existing shareholders' pre-emption rights, in accordance to article 13 par. 10 of C.L. 2190/1920. Provision of the relevant authorisations to the Board of Directors of the Bank to define the special terms of the issuance and distribution of the convertible bond loan .
12. Granting permission, according to article 23 of C.L. 2190/1920, to the members of the Board of Directors and Managers of the Bank to participate in the management of companies with similar objectives to those of the Bank.
13. Approval of agreements in accordance with article 23a, C.L. 2190/1920.
14. Miscellaneous - Other issues.
According to article 26 par. 2b of C.L. 2190/1920, as it was modified with the article 3 of L. 3884/2010 and is in force, the Bank informs the Shareholders for the following:
Ι. Right to participate and vote
Each share has one voting right. Shareholders who have the right to participate and vote in the General Meeting of 28/4/2011 are those registered in Proton Bank Shareholders' registry, which is electronically kept at the Hellenic Exchanges S.A. (HELEX) at the beginning of the 5th day before the date the General Meeting of 28/4/2011, i.e on 23/4/2011 (Record Date) and no share blocking is required. The proof of the qualification of the shareholder is provided by the production of relevant affirmation by HELEX, or by direct electronic connection of the Bank with the files of HELEX. The relevant written confirmation or electronic affirmation regarding the capacity of the shareholder must be provided to the Bank until the third (3rd) day prior to session of the General Meeting of 28/4/2011, i.e., until 25/4/2011.
If the required quorum for the items of the agenda is not achieved, the Shareholders are invited to:
- The 1st Iterative Annual General Meeting to take place on Monday, May 9th at 17:00, at the company's premises, located in Athens, 124-126 Syggrou Avenue (1st Floor) and/or
- The 2nd Iterative Annual General Meeting to take place on Monday, May 23rd at 17:00, at the company's premises, located in Athens, 124-126 Syggrou Avenue (1st Floor).
In the Iterative Annual General Meetings shareholders who are registered to the Bank's shareholders' registry at the beginning of forth (4th) date before the date the Iterative General Meeting is held, i.e on 5/5/2011 and 19/5/2011 respectively (Record Date) shall have the right to participate and vote and the relevant registration or electronic certification regarding shareholder capacity must be provided to the Bank on the third (3rd) day prior to the meeting of said Iterative General Meetings at the latest, i.e. until 6/5/2011 and 20/5/2011 respectively.
Towards the Bank, only persons who have the Shareholder capacity on the Record Date are qualified to participate in the General Meeting. Shareholders, who do not comply with the provisions of art. 28a of C.L. 2190/1920, may participate in the General Meeting, only after the Meeting has authorized them to do so.
The Bank's Articles of Association does not include any procedures for the participation and voting in the General Meeting through correspondence or by electronic means.
ΙΙ. Procedure for voting by proxy.
Each shareholder participates in the General Meeting and votes either in person or by proxy. Each shareholder may appoint up to three (3) proxies. However, in cases where a shareholder owns shares of the Bank that are held in more than one investor securities accounts, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each account, in relation to the General Meeting. Legal Entities may participate in the General Meeting by appointing up to three (3) natural persons as proxies. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.
Before the commencement of the General Meeting, the proxy must disclose to the Bank, any particular facts, that may be of relevance for shareholders in assessing the risk that the proxy may pursue interests other than those of the shareholder he/she represents. A conflict of interest, within the meaning of this paragraph, may arise particularly when the proxy:
a) is a controlling shareholder of the Bank or is a legal or another entity controlled entity by such shareholder;
b) is a member of the Board of Directors or of the Management of the Bank or of a controlling shareholder or of a legal or other controlled entity by such shareholder;
c) is an employee or an auditor of the Bank, or of a controlling shareholder or an controlled entity by such shareholder;
d) is the spouse or a close relative (1st degree) of any natural person referred to in (a) to (c) hereinabove.
Shareholders wishing to participate in the General Meeting by proxy must deposit the relevant proxy form, available at the Bank?s branches, its website www.proton.gr and the Shareholders Division of the Bank, Esslin and 20, Amaliados street, Athens, P.C, 115 23, at least three (3) days before the date of each General Meeting. Since the Articles of Association do not provide so, the Bank does not accept the notification, appointment and revocation of a proxy by electronic means.
ΙΙΙ. Minority Shareholders' rights, in accordance with par. 2, 2a, 4 and 5 of art. 39 of C.L 2190/1920, as in force.
(Α) Shareholders representing at least the 1/20 of the paid-up share capital may request the Board of Directors, by means of an application, to include additional items in the agenda of the General Meeting, provided that the relevant application is delivered to the Board of Directors at least fifteen (15) days prior to the General Meeting. The application must be accompanied by a justification or a draft resolution to be approved by the General Meeting. The revised agenda is published the same way as the previous agenda was published, thirteen (13) days before the General Meeting is held and at the same time it is made available to the Shareholders at the Bank's website, together with the justification or the draft resolution submitted by the shareholders, in accordance with art. 27 par. 3 of C.L 2190/1920, as amended and in force.
(Β) Shareholders representing at least 1/20 of the paid-up share capital may request the Board of Directors, by means of an application, which must be delivered to the Board of Directors at least seven (7) days prior to the General Meeting, to upload at the Bank?s website ( www.proton.gr ) and make available to shareholders any draft resolutions on the items included in the initial or revised agenda, at least six (6) days prior to the General Meeting .
(C) Through an application that is submitted to the Bank at least five (5) full days prior to the General Meeting, any shareholder may request the Board of Directors to provide the General Meeting with requested specific information, regarding the Bank's business, to the extent that such information is useful for a proper assessment of the items on the agenda.
Such obligation does not apply when the relevant information are already available on the Bank's website.
(D) Shareholders representing one fifth (1/5) of the paid-up share capital may request the Board of Directors, through an application which must be submitted to the Board of Directors at least five (5) full days prior to the General Meeting, to provide the General Meeting with information about the course of the Bank's affairs and financial status.
In all the cases listed above, the shareholders submitting the request must prove their shareholder capacity and the number of shares they hold, at the time when they exercise their respective right. Such proof may also constitute the submission of a confirmation from the system the securities are held, or the electronic affirmation regarding the capacity of the shareholder, by direct electronic connection of the Bank with the files of such system.
IV. Information relating to par. 3 art 27 of c.l 2190/1920, as in force.
Information relating to par. 3 article 27 of c.l. 2190/1920, such as the invitation to the General Meeting, the proxy form and the draft resolution on the agenda items is available in electronic form, on the Bank's website www.proton.gr.
Interested shareholders may receive copies of documents and draft resolutions stipulated in par. 4, art.27 of c.l. 2190/1920 at the Bank's offices (Esslin and 20, Amaliados street), or by contacting the Shareholders' Division on 210-6970000.