PROTON BANK S.A. announces that the Extraordinary General Meeting of the Shareholders of the Bank convened on the 24th November 2006 at 16:00 at the Hotel King George Palace, in which 302 shareholders participated either in person or by proxy, representing 44.269.273 shares, i.e. with a quorum of 70,62% of the share capital and decided upon the following issues of the Agenda:
1. Approval of the election from the Board of Directors of new members in replacement of resigning members.
2. Assignment of the competence for the issuance of bond loans to the Board of Directors of the Bank - amendment of articles 14 and 17 of the Articles of Association of the Bank.
3.Approval of stock option plan to members of the Board of Directors and employees of the Bank and affiliated companies, article 13 par. 9 of c.l. 2190/1920.
4.Approval of the issuance of EMTN (Euro Medium Term Notes) programmes and the granting of powers to the Board of Directors of the Bank for the realization of the programmes and the determination of the terms.
5.Decision on the purchase of own shares of the Bank, article 16 of c.l. 2190/1920.
6. Changes and amendments of the Articles of Association of the Bank in relation to (i) the scope, article 3, (ii) the appointment of substitutes of the Board of Directors, article 14 par. 3 and (iii) the type of share titles, article 7 par. 2.
7.Various subjects and announcements.
In the voting procedure on all items of the agenda, all present shareholders voted, representing in total 44.269.273 shares (which corresponds to 70,62 % of the share capital.
The resolutions in relation to the above items of the agenda are as follows:
1. On the first item the Extraordinary General Meeting unanimously, i.e. with a quorum of 44.269.273 shares, i.e. 100% of the shares that were represented and voted, decided the ratification of the election of Mr Loucas Valetopoulos as new non executive member of the BoD ,dated 29.09.2006 , in substitution of the resigning member Mr Georgios Kintis.
2. On the second item the Extraordinary General Meeting unanimously, i.e. with a quorum of 44.269.273 shares, i.e. 100% of the shares that were represented and voted, resolved the granting of powers to the Board of Directors of the Bank regarding the issuance of corporate bonds and the respective amendment of articles 14,17 and 22 of the Articles of Association of the Bank.
3. On the third item the Extraordinary General Meeting unanimously, i.e. with a quorum of 44.269.273 shares, i.e. 100% of the shares that were represented and voted, resolved the approval of a stock option plan for the Members of the Board of Directors and the employees of the Bank and the affiliated companies, as per article 13 par. 9 of c.l. 2190/1920, with the following indicative terms:
A. The stock option plan will have a 6 year term, beginning from the related approval of the General Meeting and expiring on December 2012.
B. Participants may be the executive and non-executive members of the Board of Directors, company executives and remaining employees of the Bank and the affiliated companies.
C. In the terms of the program, provided that the respective rights are exercised, the Bank may issue, in sections, up to 6.268.382 common registered shares for the beneficiaries of the Program. The issue price that was determined is 10,46 EUR per share, while the time limit to exercise the stock options is up to three (3) years.
D. The stock options will be granted to the beneficiaries by means of a specific resolution by the BoD, within the term of the program upon the suggestions of the management and the Remuneration Committee. The resolution of the Board of Directors must specify:
a. The number of disposable stock options per beneficiary or per group of beneficiaries.
b. The exact term during which the stock options may be exercised , which will be up to three years.
c. The deadline for the deposit of the cash amount during the exercise of the stock options and the specific deposit account, as well as
d. Any other related detail.
The Board of Directors of the Bank will issue stock option certificates and during December of each year will issue shares to the beneficiaries who exercised their right, respectively increasing the share capital of the Bank and authenticating the capital increase.
4. On the fourth item the Extraordinary General Meeting unanimously, i.e. with a quorum of 44.269.273 shares, i.e. 100% of the shares that were represented and voted, resolved the approval for the issuance of EMTN (Euro Medium Term Notes) programs and the granting of powers to the Board of Directors of the Bank for the implementation of the programs and the determination of their terms.
5. On the fifth item the Extraordinary General Meeting unanimously, i.e. with a quorum of 44.269.273 shares, i.e. 100% of the shares that were represented and voted, resolved in favor of the share buy back of the shares of the Bank up to 10% of the share capital, i.e. 6.268.382 shares within a price range from five (5) to fifteen (15) EUR per share and a twelve (12) month duration starting from the resolution of the General Meeting.
6. On the sixth item the Extraordinary General Meeting unanimously, i.e. with a quorum of 44.269.273 shares, i.e. 100% of the shares that were represented and voted, resolved change/amendment of (i) article 3 regarding the scope of the Bank, in relation to the leasing of real property and movables (ii) article 14 regarding the granting of powers and the definition of substitute powers by the Board of Directors and (iii) article 7 regarding the type of share titles, registered with the files of the Central Securities Depository S.A. The management of the company estimates that the aforementioned amendments in scope (leasing) will not substantially alter the financial situation of the bank.