ΑΓΡΟΤΙΚΗ ΤΡΑΠΕΖΑ ΤΗΣ ΕΛΛΑΔΟΣ Α.Ε.
Invitation to the Bank's Ordinary General Meeting of Shareholders
INVITATION TO THE BANK'S ORDINARY GENERAL MEETING OF SHAREHOLDERS
Pursuant to the provisions for Societes Anonymes (Companies' Act 2190/1920), and of Law 2396/96 for dematerialized shares, and the Bank's Articles of Association (Article 11) and the Board of Directors' resolution dated April 16th, 2008, the Shareholders of Agricultural Bank of Greece S.A. (A.B.G.), with registered office at 23, Panepistimiou Str., Athens, Greece, are invited to the Bank's Ordinary General Meeting to be held at 12.00 noon on Wednesday 14th of May 2008, at 154, El. Venizelou & Antigonis str., Nea Erithrea ( ABG's Training Centre), with the following agenda:
1. Submission for approval of the Board of Directors' Report on the annual financial statements for the financial year 2007.
2. Submission for approval of the annual financial statements and the Auditors' Report for the financial year 2007, as well as the approval of the distribution of profits.
3. Submission for approval of the consolidated annual statements of the Group of companies and the Auditors' Report for the financial year 2007.
4. Discharge of the members of the Board of Directors and of the Auditors from any liability for the year 2007.
5. Election of regular and substitute Certified Auditors for the purpose of the audit of the Bank' financial statements and the consolidated financial statements of the Group of companies for the year 2008.
6. Approval of the remuneration received by Chairman, Vice Chairmen, non executive members and secretary of the Bank's Board of Directors for the year 2007 and determination of their remuneration for the year 2008.
7. Approval of the remuneration received by the members of the Audit committee for the year 2007 and determination of their remuneration for the year 2008.
8. Ratification of the election of a new member of the Board of Directors in replacement of a resigned member.
9. Approval of the members of the Board of Directors' and Bank's executives' participation in the Board of Directors or in the management of A.B.G. Group companies or in companies pursuing similar or related goals.
10. Amendment of the Bank's Articles of Association and alignment thereof with the new provisions of law 2190/1920 (following law 3604/2007) and law 3601/2007. Amendment and completion of articles 5, 7, 10, 11, 12, 13, 14, 15, 16, 22, 23, 25, 26, 28, 29, 30, 31, 33, 35 and forming the Articles of Association into a single text.
11. Approval of own shares buy-back programme in accordance with Article 16 of the c. Law 2190/1920.
12. Establishment approval of a stock option plan for the management and personnel of the Bank and its affiliated companies. Authorisation of the Board of Directors for the beneficiaries' specification, the way of rights practising, the programme terms, the relevant certificates' issue, the share capital increase and the paid-up increase certificate.
13. Renewal of the insurance contract between ABG and Agrotiki Insurance covering the members of the Board of Directors and the administrative executives on liability towards third parties.
14. Authorisation of the Board of Directors to proceed with the securitisation of loan claims.
15. Ratification of the Board of Directors' decision regarding the issuance of a subordinated loan.
16. Ratification of the Board of Directors decisions regarding the sale of the participation to the affiliated companies: RODOPI S.A. and ETANAL S.A..
17. Announcements - Approvals - Other Issues.
Shareholders wishing to participate in the General Meeting should submit the relevant certification, issued by the Hellenic Exchanges S.A. Holding, and supplied to them by their Securities Account Operators, to the Bank (network branches or the Shareholders Department), at least five (5) days before the date of the General Meeting.
In case of Shareholders wishing to be represented by proxy, their representation documents should also be submitted to the Bank by the above deadline.
Shareholders who are legal entities are further required to submit their legalization documents to the Bank, according to the law, within the same time limits as above, unless they have already submitted them to an ABG's Unit. In that case they just need to specify in their proxy the ABG's Unit at which their documents are held.
For their convenience, Shareholders wishing to participate in the General Meeting are also offered the option to authorize the Bank to block their shares on their behalf, in which case they are requested to contact the Shareholders Department (Tel. +30 2103298 645/613 and Fax. +30 210 3298 322/386).
Pursuant to the provisions for Societes Anonymes (Companies' Act 2190/1920), and of Law 2396/96 for dematerialized shares, and the Bank's Articles of Association (Article 11) and the Board of Directors' resolution dated April 16th, 2008, the Shareholders of Agricultural Bank of Greece S.A. (A.B.G.), with registered office at 23, Panepistimiou Str., Athens, Greece, are invited to the Bank's Ordinary General Meeting to be held at 12.00 noon on Wednesday 14th of May 2008, at 154, El. Venizelou & Antigonis str., Nea Erithrea ( ABG's Training Centre), with the following agenda:
1. Submission for approval of the Board of Directors' Report on the annual financial statements for the financial year 2007.
2. Submission for approval of the annual financial statements and the Auditors' Report for the financial year 2007, as well as the approval of the distribution of profits.
3. Submission for approval of the consolidated annual statements of the Group of companies and the Auditors' Report for the financial year 2007.
4. Discharge of the members of the Board of Directors and of the Auditors from any liability for the year 2007.
5. Election of regular and substitute Certified Auditors for the purpose of the audit of the Bank' financial statements and the consolidated financial statements of the Group of companies for the year 2008.
6. Approval of the remuneration received by Chairman, Vice Chairmen, non executive members and secretary of the Bank's Board of Directors for the year 2007 and determination of their remuneration for the year 2008.
7. Approval of the remuneration received by the members of the Audit committee for the year 2007 and determination of their remuneration for the year 2008.
8. Ratification of the election of a new member of the Board of Directors in replacement of a resigned member.
9. Approval of the members of the Board of Directors' and Bank's executives' participation in the Board of Directors or in the management of A.B.G. Group companies or in companies pursuing similar or related goals.
10. Amendment of the Bank's Articles of Association and alignment thereof with the new provisions of law 2190/1920 (following law 3604/2007) and law 3601/2007. Amendment and completion of articles 5, 7, 10, 11, 12, 13, 14, 15, 16, 22, 23, 25, 26, 28, 29, 30, 31, 33, 35 and forming the Articles of Association into a single text.
11. Approval of own shares buy-back programme in accordance with Article 16 of the c. Law 2190/1920.
12. Establishment approval of a stock option plan for the management and personnel of the Bank and its affiliated companies. Authorisation of the Board of Directors for the beneficiaries' specification, the way of rights practising, the programme terms, the relevant certificates' issue, the share capital increase and the paid-up increase certificate.
13. Renewal of the insurance contract between ABG and Agrotiki Insurance covering the members of the Board of Directors and the administrative executives on liability towards third parties.
14. Authorisation of the Board of Directors to proceed with the securitisation of loan claims.
15. Ratification of the Board of Directors' decision regarding the issuance of a subordinated loan.
16. Ratification of the Board of Directors decisions regarding the sale of the participation to the affiliated companies: RODOPI S.A. and ETANAL S.A..
17. Announcements - Approvals - Other Issues.
Shareholders wishing to participate in the General Meeting should submit the relevant certification, issued by the Hellenic Exchanges S.A. Holding, and supplied to them by their Securities Account Operators, to the Bank (network branches or the Shareholders Department), at least five (5) days before the date of the General Meeting.
In case of Shareholders wishing to be represented by proxy, their representation documents should also be submitted to the Bank by the above deadline.
Shareholders who are legal entities are further required to submit their legalization documents to the Bank, according to the law, within the same time limits as above, unless they have already submitted them to an ABG's Unit. In that case they just need to specify in their proxy the ABG's Unit at which their documents are held.
For their convenience, Shareholders wishing to participate in the General Meeting are also offered the option to authorize the Bank to block their shares on their behalf, in which case they are requested to contact the Shareholders Department (Tel. +30 2103298 645/613 and Fax. +30 210 3298 322/386).