PROTON INVESTMENT BANK announces that the Annual General Meeting of the Shareholders of the Bank convened on the 14th April 2006 at 17:00 at the Hotel NJV Athens Plaza, in which shareholders participated either in person or by proxy, representing 23,669,656 shares, i.e. with a quorum of 52.44% of the share capital and decided upon the following issues of the Agenda:
1. Submission and approval of the annual financial statements and the consolidated financial statements of the Bank for the 4th financial year (01.01.2005-31.12.2005), together with the management report of the Board of Directors and the Auditors' report.
2. Release of the members of the Board of Directors and the Auditors from any liability for compensation in relation to the financial year ended.
3. Decision on the distribution of dividend.
4. Approval of the remuneration of the members of the Board of Directors for the financial year 2005 and (pre-)approval of the remuneration of the members of the Board of Directors for the financial year 2006.
5. Appointment of chartered auditors for the financial year 2006 and determination of their fees.
6. Approval of the election of an independent member of the Board of Directors in substitution of a resigning independent member of the Board of Directors.
7. Approval to execute or/and to amend contracts in accordance to Article 23a of Codified Law 2190/1920.
8. Miscellaneous - Other issues.
All issues on the agenda in order to be approved required a quorum of 1/5 of share capital (20%) and a majority of 50% + 1 of votes.
On the first item the Annual General Meeting unanimously, i.e. with a quorum of 52.44%, i.e. 23,669,656 shares, and majority of 100% of the present shareholders, approved the annual financial statements and the consolidated financial statements of the Bank for the 4th financial year (01.01.2005-31.12.2005), together with the management report of the Board of Directors and the Auditors' report. On the second item the Annual General Meeting unanimously, i.e. with a quorum of 52.44%, i.e. 23,669,656 shares, and majority of 100% of the present shareholders, decided the release of the members of the Board of Directors and the Auditors from any liability for compensation in relation to the financial year ended. On the third item the Annual General Meeting unanimously, i.e. with a quorum of 52.44%, i.e. 23,669,656 shares, and majority of 100% of the present shareholders, decided the distribution of dividend for the financial year 01.01.2005-31.12.2005 of ? 0.28 per share, which will be paid according to the new procedure provided for by the Regulations of the Athens Stock Exchange and the Central Securities Depository S.A. All shareholders, holding shares at the end of trading session of the Athens Stock Exchange of 20th April 2005, as registered with the register of the Central Securities Depository S.A., will have the right to dividend. In this respect, as of Tuesday 25th April 2006, the shares will be traded ex-dividend. The dividend will be paid on Thursday 4 May 2006 through NATIONAL BANK OF GREECE. The Bank will proceed with a separate announcement as to the procedure of payment of dividend, according to article 279 of the Regulation of the Athens Stock Exchange S.A.
On the fourth item the Annual General Meeting unanimously, i.e. with a quorum of 52.44%, i.e. 23,669,656 shares, and majority of 100% of the present shareholders, approved the remuneration of the members of the Board of Directors paid for and during the financial year 2005 and (pre-)approved the remuneration of the members of the Board of Directors for the financial year 2006. On the fifth item the Annual General Meeting unanimously, i.e. with a quorum of 52.44%, i.e. 23,669,656 shares, and majority of 100% of the present shareholders, appointed the Chartered Auditors Nikolaos Tsimboukas and Nikolaos Vounisseas from the auditing firm "KPMG Chartered Auditors S.A." as the regular anddeputy Chartered Auditor of the Bank, respectively. On the sixth item the
Annual General Meeting unanimously, i.e. with a quorum of 52.44%, i.e. 23,669,656 shares, and majority of 100% of the present shareholders, approved the election of of Ms. Sotiria Theodosi as independent non-executive member of the Board of Directors in substitution of the resigning independent non-executive member of the Board of Directors Mrs. Konstantinos Chryssogonos. On the seventh item the Annual General Meeting unanimously, i.e. with a quorum of 52.44%, i.e. 23,669,656 shares, and majority of 100% of the present shareholders, approved to execute or/and to amend contracts in accordance to Article 23a of Codified Law 2190/1920.