Τ BANK Α.Τ.Ε.
Resolutions of the Annual General Shareholder's Meeting
ASPIS BANK SOCIETE ANONYME announces the resolutions of the Annual General Shareholder's Meeting of the 29th April 2009, in which 34 shareholders representing 42,790,214 shares (of which 42,779,434 shares (66.776%) were duly deposited and 10,780 shares (0.017 %) were overdue deposited) out of a total of 64,064,054 shares, i.e. 66.793 % of the share capital, participated. All the decisions on the items of the agenda were taken unanimously.
In particular and according to article 4.1.3.1 of the ATHEX Regulation, as it is in force today, the Agenda and the decisions taken at the Annual General Shareholder?s Meeting are the following:
Item 1: The company' s simple and consolidated Annual Financial Statements and the relevant management Reports of the Board of Directors for the financial year 2008 were approved as well as the distribution of profits.
Item 2: The release of the Board of Directors members and the Auditor from all liability for damages for the 2008 financial year, as well as the managing/administrative and representation acts of the Board of Directors and its substitutes were approved. According to article 35, par. 1 of l. 2190/1920, the release of the Board of Directors and the auditors from all liability for damages, is subject to article 22a of l. 2190/1920. More particularly it was noted that shareholders holding more than 10% of the Bank's shares have requested, in accordance with article 22b of l. 2190/1920, the investigation of the matter of remunerations due to resignation having been paid to executives of the Bank during the financial year of 2008.
Item 3: ''KPMG AUDITORS S.A.'' were appointed as the statutory auditors of the Bank for the financial year 2009.
Item 4: The election of Mr Moustakis by the BoD in replacement of Mr Sp. Dessylas was approved, and Mr. Nikolaos Moustakis was elected as member of the Audit Committee of the Bank in replacement of Mr. Sp. Desyllas. Moreover, Mr. Faidon Tamvakakis, son of Demetrios and Mr. Vasileios Apostolopoulos, son of Ioannis were elected as new members of the Board of Directors. Mr. Nikolaos Moustakis, Mr. Faidon Tamvakakis and Mr. Vasileios Apostolopoulos were elected as independent members of the Board of Directors.
Following the above mentioned changes, the composition of the new Board of Directors is the following:
-Stavropoulos Dionysios-Ioannis, son of Ioannis
-Christos Sorotos, son of Georgios
-Mallouchos Nikolaos, son of Efstathios
-Goumas Demetrios, son of Georgios (independent member)
-Dalakidis Vasileios, son of Miltiadis (independent member)
-Moustakis Nikolaos, son of Georgios (independent member)
-Tamvakakis Faidon, son of Demetrios (independent member)
-Apostolopoulos Vasileios, son of Ioannis (independent member)
Item 5: The execution of contracts according to article 23a of law 2190/1920 was approved.
Item 6: The remuneration paid to members of the Board of Directors for the financial year 2008 was approved and the remuneration of the members of the Board of Directors for the financial year 2009 was pre-approved, according to articles 23a and 24 of law 2190/1920.
Item 7: The participation of the Board of Directors members in legal entities of similar scope to that of the Bank was approved.
Item 8: The issue of settlement of debts in permanent arrears arising from credit cards and consumer loans was withdrawn from the agenda and shall be an item for discussion at a future General Meeting.
Item 9: No announcements were made.
In particular and according to article 4.1.3.1 of the ATHEX Regulation, as it is in force today, the Agenda and the decisions taken at the Annual General Shareholder?s Meeting are the following:
Item 1: The company' s simple and consolidated Annual Financial Statements and the relevant management Reports of the Board of Directors for the financial year 2008 were approved as well as the distribution of profits.
Item 2: The release of the Board of Directors members and the Auditor from all liability for damages for the 2008 financial year, as well as the managing/administrative and representation acts of the Board of Directors and its substitutes were approved. According to article 35, par. 1 of l. 2190/1920, the release of the Board of Directors and the auditors from all liability for damages, is subject to article 22a of l. 2190/1920. More particularly it was noted that shareholders holding more than 10% of the Bank's shares have requested, in accordance with article 22b of l. 2190/1920, the investigation of the matter of remunerations due to resignation having been paid to executives of the Bank during the financial year of 2008.
Item 3: ''KPMG AUDITORS S.A.'' were appointed as the statutory auditors of the Bank for the financial year 2009.
Item 4: The election of Mr Moustakis by the BoD in replacement of Mr Sp. Dessylas was approved, and Mr. Nikolaos Moustakis was elected as member of the Audit Committee of the Bank in replacement of Mr. Sp. Desyllas. Moreover, Mr. Faidon Tamvakakis, son of Demetrios and Mr. Vasileios Apostolopoulos, son of Ioannis were elected as new members of the Board of Directors. Mr. Nikolaos Moustakis, Mr. Faidon Tamvakakis and Mr. Vasileios Apostolopoulos were elected as independent members of the Board of Directors.
Following the above mentioned changes, the composition of the new Board of Directors is the following:
-Stavropoulos Dionysios-Ioannis, son of Ioannis
-Christos Sorotos, son of Georgios
-Mallouchos Nikolaos, son of Efstathios
-Goumas Demetrios, son of Georgios (independent member)
-Dalakidis Vasileios, son of Miltiadis (independent member)
-Moustakis Nikolaos, son of Georgios (independent member)
-Tamvakakis Faidon, son of Demetrios (independent member)
-Apostolopoulos Vasileios, son of Ioannis (independent member)
Item 5: The execution of contracts according to article 23a of law 2190/1920 was approved.
Item 6: The remuneration paid to members of the Board of Directors for the financial year 2008 was approved and the remuneration of the members of the Board of Directors for the financial year 2009 was pre-approved, according to articles 23a and 24 of law 2190/1920.
Item 7: The participation of the Board of Directors members in legal entities of similar scope to that of the Bank was approved.
Item 8: The issue of settlement of debts in permanent arrears arising from credit cards and consumer loans was withdrawn from the agenda and shall be an item for discussion at a future General Meeting.
Item 9: No announcements were made.