Resolutions of the Extraordinary General Meeting of Shareholders of Geniki Bank on 24.7.2012
The Εxtraordinary General Assembly of the Shareholders of General Bank of Greece S.A. (Geniki Bank), was held on 24.7.2012 at 10:00, at the Auditorium of the headquarters of Geniki Bank in Athens (Mesogion 109-111).The Αssembly was attended (in person or by proxy) by 9 shareholders, representing 1,713,894,059 shares out of a total of 1,729,744,037 voting shares, representing 99.08% of the paid up share capital .
The quorum achieved allowed the deliberation of all the issues of the agenda and more precisely the Assembly adapted the following resolutions:
1st Issue.
Increase of the nominal value of GENIKI Bank share from 0.3 Euros to 30.0 Euros per share, by decrease of the number of shares (reverse split) in a ratio 100/1, from 1,729,744,037 to 17,297,440 shares and accordingly modification of article 5 of the Bank's Articles of Incorporation. Granting of authorization to the Board of Directors to set the portion rights
Minimum Required Quorum: 20% of the total common, with voting rights, shares issued by the Bank
Minimum Required Majority: 50% of the total (present or represented) voting rights plus (+) one
(present or represented) vote.
2nd Issue
Nominal decrease of the share capital by 419,923,211.0 Euros by the decrease of the par value per share from 30.0 to 5.8 Euros by offsetting the accumulated losses and accordingly modification of article 5 of the Bank's Articles of Incorporation.
Minimum Required Quorum: 2/3 of the total common, with voting rights, shares issued by the Bank.
Minimum Required Majority: 2/3 of the total (present or represented) voting rights.
The Board proposed the following:
On 31/12/2011 the Bank's equity was less than half (1/2) of its share capital. This is the case of Article 47 of CL 2190/1920 according to which "if the total equity of the company, as defined in the balance referred to in Article 42c, is made less than one half (1/2) of its share capital, the board must convene a general meeting within six months from the termination of use (end of the year) which will decide the dissolution of the company or the adoption of other measures.
In order for the Bank to comlpy with the above,the Assembly adopted the following resolutions:
Increase of the nominal value of GENIKI Bank share from 0.3 Euros to 30.0 at rounding and in particular € 30.0000006417135 Euros per share, by decrease of the number of shares (reverse split) in a ratio 100/1, from 1,729,744,037 to 17,297,440 shares and nominal decrease of the share capital by 418,598,059.10 Euros by the decrease of the par value per share from 30.0000006417135 to 5.8 Euros by offsetting the accumulated losses and accordingly modification of article 5 of the Bank's Articles of Incorporation.
Granting of authorization to the Board of Directors to set the portion rights.
YES :1.713.892.732 ( 100 %) NO: 1.006 ( 0%) ABSTENTION: 321( 0 %)
Implementation subject to registration of the relevant decision of the Ministry of Development in the Companies Registry.