PROTON ΤΡΑΠΕΖΑ Α.Ε.

Annual General Meeting of Shareholders

INVITATION FOR THE SHAREHOLDERS OF THE BANKING COMPANY 'PROTON BANK S.A.' TO THE ANNUAL GENERAL MEETING (COMPANY REGISTRATION No.: 49841/06/B/01/31)
In accordance with the Law and the Articles of Association of the banking company PROTON BANK S.A. (hereafter referred to as the 'Bank') and by means of the decision of its Board of Directors dated May, 13th 2009, the Shareholders are invited to an Annual General Meeting to take place on Tuesday, June 16th 2009 at 10:30 a.m., at the company's registered office, located in Athens, 20 Amaliados and Eslin Street (7th Floor).
If the required quorum for some or all items of the agenda is not achieved, the Shareholders are invited to the 1st Repetitive Ordinary General Meeting to take place on Tuesday, June 30th at 10:30 a.m., at the company's registered office, located in Athens, 20 Amaliados and Eslin Street (7th Floor).
The items of the agenda are as follows:
1. Submission and approval of the Annual Financial Statements and the Consolidated Financial Statements of the Bank for the 7th financial year (01.01.2008 - 31.12.2008), together with the management report of the Board of Directors of the Bank and the Chartered Auditor's report.
2. Release of the members of the Board of Directors and the Chartered Auditors of the Bank from any liability for compensation in relation to the financial year ended.
3. Approval of the remuneration of the members of the Board of Directors for the financial year 2008 and (pre-)approval of the remuneration of the members of the Board of Directors for the financial year 2009.
4. Appointment of chartered auditors for the financial year 2009.
5. Approval of the election from the Board of Directors of new members in replacement of resigning members.
6. Election of new Board of Directors due to expiration of its term and appointment of at least two (2) independent non executive members of BoD, according to the provisions of law 3016/2002, as currently in force.
7. Granting permission, according to article 23 of codified law 2190/1920, to the members of the Board of Directors and Managers of the Bank to participate in the management of affiliated (pursuant to article 42e, par. 5, of codified law 2190/1920) companies of the Bank.
8. Miscellaneous - Other issues.
Every shareholder of PROTON BANK is entitled to participate and vote during the General Meeting either in person or by representation, by signing the relevant authorization which is available on the website (www.proton.gr) and at the branches of the Bank. Each share grants the right to one vote.
The Shareholders willing to participate in the Annual General Meeting must block all or part of their shares through their Operator in the Dematerialized Share System (D.S.S.) and to deposit the relevant Certification of Blocked Shares to PROTON BANK (20 Amaliados & Eslin St., Athens) at least five (5) days before the day of the General Meeting. Furthermore, if the shares are registered in a Special Account of the Investor Account in the D.S.S., the shareholders must block all or part of their shares by means of a declaration to the Hellenic Exchanges S.A. (H.E.L.E.X.) and to deposit the relevant Certification of Blocked Shares at least five (5) days before the day of the General Meeting. Within the same period the relevant representation documents must also be submitted to PROTON BANK.