In accordance with paragraph 4.1.3.3 of the Regulation of the Athens Exchange and pursuant to the provisions of Article 32 paragraph 1 of C.L. 2190/1920, as in force, the Board of Directors of the banking company PROTON BANK S.A. (hereinafter referred to as the "Bank"), announces the voting results of the resolutions carried at the 2nd Iterative General Meeting of holders of common registered shares of the Bank, which convened on May 23rd, 2011 at 17:00 and was attended by Shareholders (either in person or by proxy) representing 18,969,964 out of a total of 62,683,822 common registered shares, namely 30.26% of the share capital.
On the following items of the Agenda, the General Meeting resolved as follows:
On the First item:
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. Approved the 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 as well as the codification of the Articles of Association.
- Number of common registered shares for which valid votes were cast: 18,969,964 (30.26% of the share capital)
- Total valid votes: 18,969,964 (30.26% of the share capital)
In favour: 18,969,964 votes
Against: 0 votes
Abstention: 0 votes
On the Second item:
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.
Approved the reduction of the Bank's share capital by an amount of € 262,645,214.18 by reducing the nominal value of ordinary shares from € 4,49 each to € 0,30 each, for the purpose of creating a special reserve in the same amount (€ 262,645,214.18), according to article 4 paragraph 4a of codified law 2190/1920, concurrently amending article 5 of the Bank's Articles of Association. Τhe Bank's Capital Share shall amount to Euros ninety eight million eight hundred five thousand one hundred forty two and thirty nine cents (98.805.142,39), divided into sixty two million six hundred eighty three thousand eight Hundred Twenty Two (62.683.822) common registered voting shares of nominal value of Euros thirty (0.30) cents each and seventeen million eight hundred seventeen thousand Three Hundred seventy-one (17,817,371) preferred shares with no voting rights, of nominal value of four Euros and forty nine cents (4.49) each.
- Number of common registered shares for which valid votes were cast: 18,969,964 (30.26% of the share capital)
- Total valid votes: 18,969,964 (30.26% of the share capital)
In favour: 18,969,964 votes
Against: 0 votes
Abstention: 0 votes
On the Third item:
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 Bank's Board of Directors.
Approved the increase of the Bank's share capital up to the amount of € 50,000,000, by payment in cash, with the issuance of up to 166,666,666 new common registered voting shares in book entry form of nominal value of thirty cents (€ 0,30) each (New Shares), with the aim of raising capital in the amount of approximately € 50.000.0000 and with pre-emption rights in favour of its existing shareholders and also approved the respective amendment of article 5 of the Articles of Association. Furthermore authorized the Board of Directors to decide within the time period of four (4) months the details of the share capital increase, among others, the determination of the offer price of the new shares, which could be permitted to be higher than the market price of the share on the date of cutting-off the pre- emption right,. The General Meeting has also approved the sale of the pre-emption rights arising from the total of 760.483 shares held by the Bank (Own Shares) during the trading period of such rights on the ASE
- Number of common registered shares for which valid votes were cast: 18,969,964 (30.26% of the share capital)
- Total valid votes: 18,969,964 (30.26% of the share capital)
In favour: 18,968,801 votes
Against: 1,163 votes
Abstention: 0 votes
On the Fourth item:
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.
Approved the issuance of convertible bond loan up to principal amount of € 50,000,000, with waiver of the existing shareholders' pre-emption rights, in accordance to article 13 par. 10 of c.l. 2190/1920 and authorized the Board of Directors of the Bank to define the special terms of the issuance and distribution of the convertible bond loan. The issue price of the new common registered shares, issued as a result of exercising the bond conversion right, should in no case be lower than the nominal value of the Bank's common registered share and the offering price for the new common registered shares, which will arise from the capital increase with a pre-emption right in favor of the existing shareholders.
- Number of common registered shares for which valid votes were cast: 18,969,964 (30.26% of the share capital)
- Total valid votes: 18,969,964 (30.26% of the share capital)
In favour: 18,867,050 votes
Against: 59,891 votes
Abstention: 43,023 votes