ALPHA SERVICES AND HOLDINGS S.A.
Resolutions and Results of the Extraordinary General Meeting of Shareholders of Alpha Bank on 12.1.2009 (paragraph 4.1.3.3. of the ATHEX Regulations).
The Extraordinary General Meeting of Shareholders of Alpha Bank, which was held on 12.1.2009 at 10:00, was attended (in person or by proxy) by 2,041 shareholders, representing 121,862,848 shares out of a total of 410,976,652 shares (of which 405,293,294 are voting shares), namely 30.07%. Thus, a quorum was established, as per Law 3723/2008, and the General Meeting deliberated on all items of the Agenda.
Item 1
Increase of the share capital in accordance with Law 3723/2008, foregoing preemptive rights of existing Shareholders (wherever required) by the issuance and distribution of new material redeemable preferred shares without voting rights. Grant of authorisation to the Board of Directors to define the terms (of issuance) of the preferred shares. Modification of article 5 of the Bank?s Articles of Incorporation to include the share capital increase and adaptation to Law 3723/2008.
Required quorum: 20%
Achieved quorum: 30.07%
The Extraordinary General Meeting of Shareholders approved:
- The increase of the share capital of the Bank in a maximum amount of Euro 950,000,000, in accordance with Law 3723/2008, by means of the issuance and distribution of new, redeemable, preferred, non-voting, shares in material form, together with the abolition of the pre-emptive rights, if any, of its existing shareholders.
- The grant of authority to the Board of Directors of the Bank to specify the terms (of issuance) of the preferred shares.
- The amendment of article 5 of the Articles of Incorporation of the Bank to reflect the share capital increase and the adaptation to the terms of Law 3723/2008.
YES = 120,560,484 (99.10%)
Implementation subject to the approval of the Ministry of Development being registered in the Registry of Societes Anonymes.
Item 2
Alteration of the number of members of the Board of Directors and modification of article 7 of the Bank?s Articles of Incorporation.
Required quorum: 20%
Achieved quorum: 30.07%
The Extraordinary General Meeting of Shareholders approved the increase of the maximum number of members of Board Directors and the consequent amendment of article 7 of the Articles of Incorporation of the Bank.
YES = 120,560,484 (99.10%)
Implementation subject to the approval of the Ministry of Development being registered in the Registry of Societes Anonymes.
Item 3
Election of a new member of the Board of Directors in application of Law 3723/2008.
Required quorum: 20%
Achieved quorum: 30.07%
The Extraordinary General Meeting of Shareholders approved the election of the Greek State, duly represented, as a new member of the Board of Directors of the Bank in accordance with Law 3723/2008, subject to its due and timely participation in the share capital of the Bank.
YES = 120,476,522 (99.03%)
Implementation subject to the participation of the Greek State in the share capital of the Bank.
Item 1
Increase of the share capital in accordance with Law 3723/2008, foregoing preemptive rights of existing Shareholders (wherever required) by the issuance and distribution of new material redeemable preferred shares without voting rights. Grant of authorisation to the Board of Directors to define the terms (of issuance) of the preferred shares. Modification of article 5 of the Bank?s Articles of Incorporation to include the share capital increase and adaptation to Law 3723/2008.
Required quorum: 20%
Achieved quorum: 30.07%
The Extraordinary General Meeting of Shareholders approved:
- The increase of the share capital of the Bank in a maximum amount of Euro 950,000,000, in accordance with Law 3723/2008, by means of the issuance and distribution of new, redeemable, preferred, non-voting, shares in material form, together with the abolition of the pre-emptive rights, if any, of its existing shareholders.
- The grant of authority to the Board of Directors of the Bank to specify the terms (of issuance) of the preferred shares.
- The amendment of article 5 of the Articles of Incorporation of the Bank to reflect the share capital increase and the adaptation to the terms of Law 3723/2008.
YES = 120,560,484 (99.10%)
Implementation subject to the approval of the Ministry of Development being registered in the Registry of Societes Anonymes.
Item 2
Alteration of the number of members of the Board of Directors and modification of article 7 of the Bank?s Articles of Incorporation.
Required quorum: 20%
Achieved quorum: 30.07%
The Extraordinary General Meeting of Shareholders approved the increase of the maximum number of members of Board Directors and the consequent amendment of article 7 of the Articles of Incorporation of the Bank.
YES = 120,560,484 (99.10%)
Implementation subject to the approval of the Ministry of Development being registered in the Registry of Societes Anonymes.
Item 3
Election of a new member of the Board of Directors in application of Law 3723/2008.
Required quorum: 20%
Achieved quorum: 30.07%
The Extraordinary General Meeting of Shareholders approved the election of the Greek State, duly represented, as a new member of the Board of Directors of the Bank in accordance with Law 3723/2008, subject to its due and timely participation in the share capital of the Bank.
YES = 120,476,522 (99.03%)
Implementation subject to the participation of the Greek State in the share capital of the Bank.