PROTON ΤΡΑΠΕΖΑ Α.Ε.
Decisions of the Annual General Meeting
PROTON BANK S.A. (hereinafter "Proton Bank") announces that the Annual General Meeting of the Shareholders of the Bank convened on June 16th, 2009 at 10:30 am, at the company's registered office, in which participated (either in person or by proxy) shareholders representing 21,170,938 shares out of a total of 62,683,822 shares, namely 33.774% of the share capital, decided unanimously:
1. On the first item, the Annual General Meeting approved 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. On the second item, the Annual General Meeting approved the release of the members of the Board of Directors and the Chartered Auditors from any liability for compensation in relation to the financial year ended.
3. On the third item, the Annual General Meeting approved the remuneration of the members of the Board of Directors paid for and during the financial year 2008 and (pre-)approved the remuneration of the members of the Board of Directors for the financial year 2009.
4. On the fourth item, the Annual General Meeting appointed the Chartered Auditors Mr Konstantinos I. Michalatos (SOEL reg. no. 17701) and Mr. Dimitris A. Sourbis (SOEL reg. no. 16891) from the auditing firm "PriceWaterhouseCoopers", as the regular and deputy Chartered Auditor of the Bank respectively, for the financial year 2009.
5. On the fifth item, the Annual General Meeting decided the ratification (i) of the election dated 29.08.2008 of Mrs. Sotiria Theodossi as new member of the BoD in substitution of the resigning member Mr. Elias Tsotakos, (ii) the election dated 30.09.2008 of Messrs Evangelos Papaevangelou, Paschalis Gioughas and Ms. Maria Markopoulou as new members of the BoD in substitution of the resigning members Ms. Angeliki Frangou, Mr. Loukas Valetopoulos and Mr. Markos Foros, (iii) the election dated 21.11.2008 of Messrs Stavros Lekkakos and Ioannis Viggopoulos as new members of the BoD in substitution of the resigning members Mr. Elias Lianos and Ms. Maria Markopoulou and (iv) the election dated 2.12.2008 of Mr. Panagiotis Giannopoulos as new member of the BoD in substitution of the resigning member Mr. Paschalis Gioughas.
6. On the sixth item, the Annual General Meeting elected a new Board of Directors and designated two 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:
Stavros Lekkakos
Anthony Athanassoglou
Panagiotis Giannopoulos
Athanasios Papaspiliou
Dimitrios Saramantis
Sotiria Theodossi
Evangelos Papaevangelou
George Minettas
Ioannis Viggopoulos
Alexandra Stavropoulou, Independent Non-Executive Member
Panagiotis Alexakis, Independent Non-Executive Member.
7. On the seventh item, the Annual General Meeting approved granting permission 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, according to article 23 of Codified Law 2190/1920.
8. On the eighth item, the Annual General Meeting did not take any decision.
1. On the first item, the Annual General Meeting approved 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. On the second item, the Annual General Meeting approved the release of the members of the Board of Directors and the Chartered Auditors from any liability for compensation in relation to the financial year ended.
3. On the third item, the Annual General Meeting approved the remuneration of the members of the Board of Directors paid for and during the financial year 2008 and (pre-)approved the remuneration of the members of the Board of Directors for the financial year 2009.
4. On the fourth item, the Annual General Meeting appointed the Chartered Auditors Mr Konstantinos I. Michalatos (SOEL reg. no. 17701) and Mr. Dimitris A. Sourbis (SOEL reg. no. 16891) from the auditing firm "PriceWaterhouseCoopers", as the regular and deputy Chartered Auditor of the Bank respectively, for the financial year 2009.
5. On the fifth item, the Annual General Meeting decided the ratification (i) of the election dated 29.08.2008 of Mrs. Sotiria Theodossi as new member of the BoD in substitution of the resigning member Mr. Elias Tsotakos, (ii) the election dated 30.09.2008 of Messrs Evangelos Papaevangelou, Paschalis Gioughas and Ms. Maria Markopoulou as new members of the BoD in substitution of the resigning members Ms. Angeliki Frangou, Mr. Loukas Valetopoulos and Mr. Markos Foros, (iii) the election dated 21.11.2008 of Messrs Stavros Lekkakos and Ioannis Viggopoulos as new members of the BoD in substitution of the resigning members Mr. Elias Lianos and Ms. Maria Markopoulou and (iv) the election dated 2.12.2008 of Mr. Panagiotis Giannopoulos as new member of the BoD in substitution of the resigning member Mr. Paschalis Gioughas.
6. On the sixth item, the Annual General Meeting elected a new Board of Directors and designated two 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:
Stavros Lekkakos
Anthony Athanassoglou
Panagiotis Giannopoulos
Athanasios Papaspiliou
Dimitrios Saramantis
Sotiria Theodossi
Evangelos Papaevangelou
George Minettas
Ioannis Viggopoulos
Alexandra Stavropoulou, Independent Non-Executive Member
Panagiotis Alexakis, Independent Non-Executive Member.
7. On the seventh item, the Annual General Meeting approved granting permission 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, according to article 23 of Codified Law 2190/1920.
8. On the eighth item, the Annual General Meeting did not take any decision.