T BANK S.A.
Resolutions of the Annual General Shareholder's Meeting
In compliance with the provisions of article 4.1.3.1 and 4.1.3.3 of the Athens Exchange Regulation, T Bank S.A. (hereinafter ''the Bank'') announces that its Annual General Shareholder's Meeting was held on June 24th, 2011, at the Park Hotel in Athens. The Annual General Shareholder's Meeting was attended in person or by proxy by 34 shareholders, representing 88,225,472 common, nominal, shares and voting rights, namely 60.98% of the total 144,688,060 voting shares.
The Bank's Annual General Shareholder's Meeting has resolved of the following:
Item 1: The Annual Financial Report for the year ended 31.12.2010, in which the annual financial statements of the Bank and the Group are included, were approved, along with the relevant reports of the Bank's Board of Directors and the Certified Auditors.
Item 2: The members of the Board of Directors and the Auditors were discharged from any liability of indemnity for the financial year 2010, as well as the managing/administrative and representation acts of the Board of Directors and its substitutes were approved.
Item 3: "KPMG Certified Auditors" and specifically, Mr Charalampos Syrounis (Registered Number: 19071) (as regular certified auditor) and Mr Nikolaos Vouniseas (Registered Number: 18701) (as alternate auditor), were appointed as the statutory auditors of the Bank for the financial year 2011, while the remuneration of the auditing company will be determined by the decisions of the Supervising Council of the Certified Auditors.
Item 4: Grant of authority, under article 23 of Codified Law 2190/1920, to the Board of Directors members to participate in legal entities of similar scope to that of the Bank.
Item 5: The execution of contracts according to article 23a of Codified Law 2190/1920 was approved:
a) the Bank's contract with Mr. George Hadjinicolaou, Vice-Chairman and Managing Director, a fixed term contract (from 10.05.2010 until 09.05.2013) with monthly remuneration of fourteen thousand (€ 14,000) euro.
b) the Bank's contract with TT Hellenic Postbank S.A. and Mr. Andreas Taprantzis, Deputy Managing Director, as a third party to the contract. A fixed term contract of secondment six (6) months duration with the extension right for an additional six (6) months period (of the above mentioned employee of the seconding Bank, TT Hellenic Postbank S.A., as General Manager, in order to provide his services in T Bank as Deputy Managing Director) Pursuant to the above mentioned contract the Bank pays to TT Hellenic Postbank S.A. the remunerations of Mr. Andreas Taprantzis as provided for the position of General Manager in the Lending Bank.
Item 6: In compliance with the provisions of article 18 §7 of Codified Law 2190/1920, the Annual General Shareholder's Meeting has been informed and resolved on the appointment of the new members of the Board of Directors in replacement of the members elected at the previous Annual General Meeting.
a) The appointment since 10.05.2010 of Mr. George Petros Hadjinicolaou as an executive member of the Board of Directors in replacement of the resigned executive member Mr Charalampos Siganos, for the remaining duration term of the resigned member
b) The appointment sine 26.11.2010 of Mr Andreas Vellisarios Taprantzis as an executive member of the Board of Directors in replacement of the resigned executive member Mr Nikolaos Mallouchos, for the remaining duration term of the resigned member
Item 7:
a) Approved
i) the remunerations paid to the members of the Board of Directors for their services provided to the Bank for the year ending 31.12.2010,
ii) the remunerations paid to the Vice-Chairman and Managing Director, Mr. George Hadjinicolaou for the year ending 31.12.2010
iii) the remunerations paid to the Deputy Managing Director Mr. Andreas Taprantzis for the year ending 31.12.2010 based on the above approved contract and
b) Pre-approved
i) remuneration to be paid for a total amount up to two hundred fifty thousand (€250,000) euro to the members of the Board of Directors for their services provided for the year ending 31.12.2011,
ii) remuneration to be paid to the Vice-Chairman and Managing Director Mr. George Hadjinicolaou within 2011 for an amount up to two hundred five thousand (€205,000) euro and
iii) remuneration to be paid to the Deputy Managing Director Mr. Andreas Taprantzis within 2011 based on the above approved lending contract with TT Hellenic Postbank S.A. for an amount up to two hundred twenty five thousand (€225,000) euro.
Item 8: No other items for approval
The analytical voting results for each item will be further announced following new announcement and uploaded to the Bank's webpage www.tbank.com.gr in accordance with the provisions of articles 32 §1 of Law 2190/1920 and article 4.1.3.3 of the Athens Exchange Regulation.
The Bank's Annual General Shareholder's Meeting has resolved of the following:
Item 1: The Annual Financial Report for the year ended 31.12.2010, in which the annual financial statements of the Bank and the Group are included, were approved, along with the relevant reports of the Bank's Board of Directors and the Certified Auditors.
Item 2: The members of the Board of Directors and the Auditors were discharged from any liability of indemnity for the financial year 2010, as well as the managing/administrative and representation acts of the Board of Directors and its substitutes were approved.
Item 3: "KPMG Certified Auditors" and specifically, Mr Charalampos Syrounis (Registered Number: 19071) (as regular certified auditor) and Mr Nikolaos Vouniseas (Registered Number: 18701) (as alternate auditor), were appointed as the statutory auditors of the Bank for the financial year 2011, while the remuneration of the auditing company will be determined by the decisions of the Supervising Council of the Certified Auditors.
Item 4: Grant of authority, under article 23 of Codified Law 2190/1920, to the Board of Directors members to participate in legal entities of similar scope to that of the Bank.
Item 5: The execution of contracts according to article 23a of Codified Law 2190/1920 was approved:
a) the Bank's contract with Mr. George Hadjinicolaou, Vice-Chairman and Managing Director, a fixed term contract (from 10.05.2010 until 09.05.2013) with monthly remuneration of fourteen thousand (€ 14,000) euro.
b) the Bank's contract with TT Hellenic Postbank S.A. and Mr. Andreas Taprantzis, Deputy Managing Director, as a third party to the contract. A fixed term contract of secondment six (6) months duration with the extension right for an additional six (6) months period (of the above mentioned employee of the seconding Bank, TT Hellenic Postbank S.A., as General Manager, in order to provide his services in T Bank as Deputy Managing Director) Pursuant to the above mentioned contract the Bank pays to TT Hellenic Postbank S.A. the remunerations of Mr. Andreas Taprantzis as provided for the position of General Manager in the Lending Bank.
Item 6: In compliance with the provisions of article 18 §7 of Codified Law 2190/1920, the Annual General Shareholder's Meeting has been informed and resolved on the appointment of the new members of the Board of Directors in replacement of the members elected at the previous Annual General Meeting.
a) The appointment since 10.05.2010 of Mr. George Petros Hadjinicolaou as an executive member of the Board of Directors in replacement of the resigned executive member Mr Charalampos Siganos, for the remaining duration term of the resigned member
b) The appointment sine 26.11.2010 of Mr Andreas Vellisarios Taprantzis as an executive member of the Board of Directors in replacement of the resigned executive member Mr Nikolaos Mallouchos, for the remaining duration term of the resigned member
Item 7:
a) Approved
i) the remunerations paid to the members of the Board of Directors for their services provided to the Bank for the year ending 31.12.2010,
ii) the remunerations paid to the Vice-Chairman and Managing Director, Mr. George Hadjinicolaou for the year ending 31.12.2010
iii) the remunerations paid to the Deputy Managing Director Mr. Andreas Taprantzis for the year ending 31.12.2010 based on the above approved contract and
b) Pre-approved
i) remuneration to be paid for a total amount up to two hundred fifty thousand (€250,000) euro to the members of the Board of Directors for their services provided for the year ending 31.12.2011,
ii) remuneration to be paid to the Vice-Chairman and Managing Director Mr. George Hadjinicolaou within 2011 for an amount up to two hundred five thousand (€205,000) euro and
iii) remuneration to be paid to the Deputy Managing Director Mr. Andreas Taprantzis within 2011 based on the above approved lending contract with TT Hellenic Postbank S.A. for an amount up to two hundred twenty five thousand (€225,000) euro.
Item 8: No other items for approval
The analytical voting results for each item will be further announced following new announcement and uploaded to the Bank's webpage www.tbank.com.gr in accordance with the provisions of articles 32 §1 of Law 2190/1920 and article 4.1.3.3 of the Athens Exchange Regulation.