ΓΕΝΙΚΗ ΤΡΑΠΕΖΑ ΤΗΣ ΕΛΛΑΔΟΣ Α.Ε.
Invitation to the Annual General Meeting of Shareholders
In accordance with the Codified Law No. 2190/1920, as amended, the relevant clauses of the Law No. 2396/1996 (for the dematerialized shares) , the articles No. 21,22,25 of the Articles of Association of the Bank as well as the Decision of the Board of Directors dated May 4th 2010, the Shareholders of General Bank of Greece S.A., are invited to the Annual General Meeting , on Monday June 28th 2010, at 10:00, at the Park Hotel, 10 Alexandras Avenue Athens, (Silver Rain Meeting coach).
AGENDA
1.Submission for approval of the annual financial statements for the year ended 31 December 2009, on a corporate and on a consolidated basis, together with the relevant reports of the Board of Directors and the Auditors.
2.Discharge of the Board of Directors and the Auditors from all responsibility of indemnification in relation to the Financial Year 2009.
3.Approval of the remuneration of the executives and non-executives members of the B.o.D. in accordance with the Article 24 par.2 of the codified law 2190/1920 and the Article 5 of the law No.3016/2002 for the year 2009 and pre-approval for the year 2010. Approval of the remunerations of the members of the Audit Committee for the year 2009 and pre-approval for the year 2010.
4.Ratification of the election of the new board members in replacement of the members resigned .
5.Election of Auditors regular and alternative, for the financial year 2010 and determination of their fees.
6.Granting permission, in accordance to the article no 23 par 1 of the codified Law 2190/1920 and the article 24 of the Statutory of the Bank to the Directors and the Executives of the Bank to participate in the Board of Directors or in the management of other Companies of the Group .
7.Election of new Board of Directors.
8.Appointing of members of the Audit Committee according to article 37 , Law 3693/2008.
9.lncrease of the share value from 0,72 euros to 7,2 euros per share by simultaneous limitation of the share capital (reverse split) in a ratio 10/1 and by limitation of the number of shares from 354.998.669 to 35.499.866, granting of authorization to the Board of Directors to set the portion rights and modification of article 5 of the Bank's Articles of Incorporation.
10.Decrease of the share capital by 142.354.462,66 euros by offsetting the accumulated damages against the reduction of the par value per share from 7,2 to 3,19 euros per share and modification of article 5 of the Bank's Articles of Incorporation.
11.Increase of the share capital by 339.733.717,62 by payment in cash by the issuing of 106.499.598 new shares at a nominal value of 3,19 euros per share and by the procedures of the exercise of the pre-emptive right in favor of existing shareholders . There will be an issuing of 1 new share for every three(3) old by modification of article 5 of the Bank's Articles of Incorporation.
12.Various Announcements
All Shareholders have the right to participate in the Annual General Meeting and vote, in person or by proxy. Every share gives the right to one vote.
To participate in the Annual General Meeting the shareholders must block the total or part of their shares - , through their operator in the Dematerialized Securities System (D.S.S.) or (if the shares are registered in the Special Account of D.S.S), through the Hellenic Exchanges (HELEX) and submit to the Bank (Shareholders' Department, Mesogion Ave. 109-111, Athens, tel: 210 6975195, fax: 210 6975706) the relevant certification of Blocking Shares at least five (5) days before the day of the meeting (i.e. until 22nd June 2010 ).Within the same deadline the representation or authorization documents must also submitted to the Bank . If the required quorum for the items 9,10,11 of the Agenda is not achieved, the Shareholders are hereby invited to attend the 1st Iterative General Meeting to be held on Friday , July 9th 2010, at 10:00 hours, at the auditorium of the Headquarters of GENIKI bank (Mesogion 109-111).
AGENDA
1.Submission for approval of the annual financial statements for the year ended 31 December 2009, on a corporate and on a consolidated basis, together with the relevant reports of the Board of Directors and the Auditors.
2.Discharge of the Board of Directors and the Auditors from all responsibility of indemnification in relation to the Financial Year 2009.
3.Approval of the remuneration of the executives and non-executives members of the B.o.D. in accordance with the Article 24 par.2 of the codified law 2190/1920 and the Article 5 of the law No.3016/2002 for the year 2009 and pre-approval for the year 2010. Approval of the remunerations of the members of the Audit Committee for the year 2009 and pre-approval for the year 2010.
4.Ratification of the election of the new board members in replacement of the members resigned .
5.Election of Auditors regular and alternative, for the financial year 2010 and determination of their fees.
6.Granting permission, in accordance to the article no 23 par 1 of the codified Law 2190/1920 and the article 24 of the Statutory of the Bank to the Directors and the Executives of the Bank to participate in the Board of Directors or in the management of other Companies of the Group .
7.Election of new Board of Directors.
8.Appointing of members of the Audit Committee according to article 37 , Law 3693/2008.
9.lncrease of the share value from 0,72 euros to 7,2 euros per share by simultaneous limitation of the share capital (reverse split) in a ratio 10/1 and by limitation of the number of shares from 354.998.669 to 35.499.866, granting of authorization to the Board of Directors to set the portion rights and modification of article 5 of the Bank's Articles of Incorporation.
10.Decrease of the share capital by 142.354.462,66 euros by offsetting the accumulated damages against the reduction of the par value per share from 7,2 to 3,19 euros per share and modification of article 5 of the Bank's Articles of Incorporation.
11.Increase of the share capital by 339.733.717,62 by payment in cash by the issuing of 106.499.598 new shares at a nominal value of 3,19 euros per share and by the procedures of the exercise of the pre-emptive right in favor of existing shareholders . There will be an issuing of 1 new share for every three(3) old by modification of article 5 of the Bank's Articles of Incorporation.
12.Various Announcements
All Shareholders have the right to participate in the Annual General Meeting and vote, in person or by proxy. Every share gives the right to one vote.
To participate in the Annual General Meeting the shareholders must block the total or part of their shares - , through their operator in the Dematerialized Securities System (D.S.S.) or (if the shares are registered in the Special Account of D.S.S), through the Hellenic Exchanges (HELEX) and submit to the Bank (Shareholders' Department, Mesogion Ave. 109-111, Athens, tel: 210 6975195, fax: 210 6975706) the relevant certification of Blocking Shares at least five (5) days before the day of the meeting (i.e. until 22nd June 2010 ).Within the same deadline the representation or authorization documents must also submitted to the Bank . If the required quorum for the items 9,10,11 of the Agenda is not achieved, the Shareholders are hereby invited to attend the 1st Iterative General Meeting to be held on Friday , July 9th 2010, at 10:00 hours, at the auditorium of the Headquarters of GENIKI bank (Mesogion 109-111).