CYPRUS POPULAR BANK PUBLIC CO LTD

DECISIONS OF THE ANNUAL AND THE EXTRAORDINARY GENERAL MEETINGSOF THE SHAREHOLDERS OF JUNE 21, 2012

DECISIONS OF THE ANNUAL GENERAL MEETING

 

Cyprus Popular Bank Public Co Ltd (the “Bank”) announces that on 21/06/2012 the Annual General Meeting of the Shareholders of the Bank was held with the participation, in person or by proxy, of 321 shareholders representing 545.853.442 shares, i.e. 33,88% of the Bank's share capital.  During the Meeting concerned, discussion took place and decisions were taken on all the matter on the Agenda, as follows:

 

1.      The Consolidated Financial Statements of the Bank, including the Report of the Directors, the Independent Auditors' Report, and the Corporate Governance Report for the year ended December 31st, 2011 were considered and approved.

 

Valid votes: 545.853.442 shares, i.e. 100% of the share capital represented

For:  545.853.442 shares, i.e. 100% of the valid shares

Against:  0 shares, i.e. 0% of the valid shares

Abstention:  0 shares, i.e. 0% of the share capital represented

 

2.      Approval was granted for the re-election of Directors Michalis Sarris, Chris Pavlou and Peter Baltussen, who have been appointed by the Board of Directors.  The Directors retiring by rotation, Vasilis Theocharakis and Markos Foros, did not offer themselves for re-election.

 

Valid votes: 541.310.022 shares, i.e. 99,17% of the share capital represented

For:  536.780.440 shares, i.e. 99,17% of the valid shares

Against:  4.529.582 shares, i.e. 0,83% of the valid shares

Abstention:  4.543.420 shares, i.e. 0,83% of the share capital represented

 

 

3.      Approval was granted for the annual fee of the Non Executive Members of the Board of Directors amounting to Euro 25.500 and the annual fee of the Chairman of the Audit Committee amounting to Euro 17.000, which represents a 15% decrease compared to 2011.

 

Valid votes: 544.191.166 shares, i.e. 99,70% of the share capital represented

For:  539.685.554 shares, i.e. 99,17% of the valid shares

Against:  4.505.613 shares, i.e. 0,83% of the valid shares

Abstention:  1.662.276 shares, i.e. 0,30% of the share capital represented

 

4.      Approval was granted for the re-appointment of PricewaterhouseCoopers and Grant Thornton as joint Independent Auditors of the Bank and the Board of Directors was authorised to determine their remuneration.

 

Valid votes: 545.853.442 shares, i.e. 100% of the share capital represented

For:  542.054.984 shares, i.e. 99,30% of the valid shares

Against:  4.798.458 shares, i.e. 0,70% of the valid shares

Abstention:  0 shares, i.e. 0% of the share capital represented

 

5.      Approval was granted for the Bank to continue its operations, which is required in accordance with Article 169F of the Companies Law.

 

Valid votes: 545.853.442 shares, i.e. 100% of the share capital represented

For:  520.044.209 shares, i.e. 95,27% of the valid shares

Against:  25.809.233 shares, i.e. 4,73% of the valid shares

Abstention:  0 shares, i.e. 0% of the share capital represented

 

DECISIONS OF THE EXTRAORDINARY GENERAL MEETING

 

Following the conclusion of the Annual General Meeting business, an Extraordinary General Meeting of the Shareholders of the Bank was held with the participation, in person or by proxy, of 335 shareholders representing 520.034.439 shares, i.e. 32,28% of the Bank's share capital.  During the Meeting concerned, discussion took place and decisions were taken on all the matter on the Agenda, as follows:

 

1.      Ordinary Resolution

 

Approval was granted that the authorized share capital of the Bank is increased from Euro 2.465.000.000 divided into 24.650.000.000 ordinary shares of nominal value €0,10 each, to  Euro 2.800.000.000 divided into 28.000.000.000 ordinary shares of nominal value €0,10 each, by the creation of 3.350.000.000 new ordinary shares of nominal value €0,10 each, which will have the same rights as the existing ordinary shares of the Bank.

Valid votes: 520.034.439 shares, i.e. 100% of the share capital represented

For:  520.034.439 shares, i.e. 100% of the valid shares

Against:  0 shares, i.e. 100% of the valid shares

Abstention:  0 shares, i.e. 100% of the share capital represented

 

2.      Special Resolution

Approval was granted that Special Resolution 7, as approved by the Extraordinary General Meeting of 2 April 2012, be cancelled.

Valid votes: 520.034.439 shares, i.e. 100% of the share capital represented

For:  520.034.439 shares, i.e. 100% of the valid shares

Against:  0 shares, i.e. 100% of the valid shares

Abstention:  0 shares, i.e. 100% of the share capital represented