Resolutions Ordinary General Meeting
Piraeus Bank S.A. announces that its Annual General Meeting of Shareholders which was held on 12.4.2006 at 9:30 a.m. was attended by shareholders representing 75.254.703 shares out of a total of 214,870,434 shares, namely 35,02%. The General Meeting resolved as follows:
- It approved the stand alone and consolidated financial statements of the fiscal year 01.01.2005-31.12.2005 (drafted according to the International Financial Reporting Standards) together with the relevant Auditors' and Board of Directors' Reports and approved the dividend payment of Euro 0,50 per share for the fiscal year 2005. Eligible to receive dividends are shareholders of record on 5.05.2006. As of May 8, 2006 (ex-dividend date), the shares of Piraeus Bank S.A. will be traded ex-dividend. Dividend payment will take place on 16.5.2006 (dividend payment date) through the Bank. In particular, in case the Operator of the shares is Piraeus Bank, the dividend corresponding to the shares under its operation will be automatically credited to the deposit account connected with the securities custody account in Piraeus Bank. In case the Operator in the Dematerialised Securities System is another Bank or Brokerage Company, such Operator will collect for account of the shareholder the corresponding dividend. In case the shareholder has requested to be exempted from the above mentioned process (at least five business days prior to the dividend payment date) by the Operator or the Central Securities Depository, the shareholder may collect the corresponding dividend himself through the branches of Piraeus Bank, by producing his ID, Tax Record Number, and optionally a copy of his stake in the Dematerialised Securities System.
- Approved the release of the members of the Board of Directors and the Auditors from any liability for indemnity with respect to the fiscal year 01.01.2005-31.12.2005.
- Approved fees and remunerations to be paid to members of the Board of Directors and executive Bank officers for the year 2005.
- Elected the audit firm PriceWaterhouseCoopers as Certified Auditors to audit the Financial Statements of the fiscal year 01.01.2006-31.12.2006 and in particular Mr. Vassilios Goutis of Christos (Rec. no. 10411) as Regular Certified Auditor, and Mr. Georgios Samothrakis of Panagiotis (Rec. no. 12161) as Substitute Certified Auditor.
- Ratified the election of Mr. Stavros Lekkakos, who was elected member of the Bank's Board of Directors with the resolution no. 1059/22.03.2006 of the Board of Directors.
- Elected new Board of Directors and designated three independent non executive members, in accordance with the provisions of law 3016/2002, as currently in force.
The composition of the new Board of Directors is as follows:
Michalis Sallas
Michalis Colakides
Theodoros Pantalakis
Konstantinos Aggelopoulos
Ioannis Vardinogiannis
Georgios Alexandridis
Eftyhios Vassilakis
Iakovos Georganas
Michalis Gigilinis
Stylianos Golemis
Nikolaos Zografos, Independent
Fotini Karamanli, Independent
Chariklia Apalagaki
Lambros Kotsiris
Stavros Lekkakos
Dimitrios - Thomas Symeonidis, Independent.
Vassilios Fourlis
- Gave preliminary approval for remunerations to be paid to members of the Board of Directors for the year 2006.
- Approved the purchase of its own shares via a stock exchange transaction in order to support their price, according to the provisions of article 16, par. 5 to 14 of Law 2190/1920, up to 10% of the total number of its shares, i.e. 21.487.043. The minimum and maximum purchase value for the shares is between Euro 5 and Euro 50, while the purchase will take place within a year from today (i.e. the latest until 12.04.2007). The above maximum number of shares will rise to 26.858.804 shares in the event of capital share increase by an Iterative General Meeting, so that the maximum number of shares to be acquired corresponds to 10% of the total share capital, following its impending increase.
- Approved granting permission to Directors and executive officers of the Bank to participate in the management of affiliated (pursuant to article 42e, par. 5, law 2190/1920) companies of the Bank, in accordance with article 23, law 2190/1920.
- Due to lack of the quorum required by the Bank's Articles of Association and Law 2190/1920, the Meeting did not discuss nor decide on the following items of the Agenda:
8. Share capital increase of Euro 256.232.994,93 by capitalization of part of the share premium reserve account, and issuance of 53.717.609 new shares to be distributed to shareholders (one new free share for every four old shares), and corresponding amendment of article 5 of the Articles of Association. Related adjustment of the Stock Option Plan, established by resolution of the General Meeting of the Bank's Shareholders on 16.05.2005.
9. Stock option plan for the Directors and executive officers of the Bank and its affiliated companies, in accordance with article 13, par. 9, law 2190/1920.
- The Bank's Board of Directors will meet during the day to call the 1st Iterative General Meeting.