Agricultural Bank of Greece announces that its Annual Ordinary General Shareholders' Meeting was held on May 4, 2006. Present at the Bank's General Meeting were 38 Shareholders ( in person or by proxy) representing a total of 770,358,528 shares i.e. 85.08 % of the Bank's paid up share capital, and adopted the following resolutions:
1. Approved the Board of Directors' Report on the annual financial statements for the year 2005.
2. Approved the annual financial statements and the Auditors' Report for the year 2005, as well as a dividend distribution of euro 0.07 per share for the year 2005. As ex-dividend date was determined the 8th of May, 2006. The dividend payment will commence on May 15, 2006.
3. Approved the consolidated annual financial statements of the ABG's Group of companies and the Auditors' Report for the financial year 2005.
4. Approved the discharge of the members of the Board of Directors and the Auditors from any liability for the year 2005.
5. Elected the company BAKER TILLY HELLAS S.A for the purpose of auditing the Bank's financial statements and the Group of companies' consolidated financial statements for the year 2006.
6. Approved the remuneration received by the Chairman, Vice Chairmen, non executive members and the Secretary of the Bank's Board of Directors for the year 2005 and pre-approved their remuneration for the year 2006.
7. Approved the remuneration received by the members of the Audit Committee for the year 2005 and pre-approved it for the year 2006.
8. Approved an insurance contract between ABG and ABG Insurance covering the members of the BoD on liability towards third parties.
9. Approved the change of the distinctive title and the amendment of the relevant article 2 of the Articles of Association: " article 2 par.2 " 2.... The Bank may use the distinctive title "ATEbank". "
10. Approved the decrease of the share capital for the sum of 1,032,206,666.16 Euros through a set-off of an equal sum due to the I.F.R.S. by a decrease of the nominal value of the shares.
11. Approved the decrease of the share capital for the sum of 45,272,222.20 Euros decreasing simultaneously the nominal value of the shares of 0.05 Euro each and payment of the relative amount to the shareholders. The ex-right date as well as the payment commencement date will be determined by the B.o.D. .
12. Approved the amendment of the article 6 of the Articles of Association in accordance with n. 10 and 11 as above: At the end of article 6 new paragraphs 11 and 12 are added, which read as follows: "11. The Ordinary General Meeting dated May 4, 2006 decided the decrease of the share capital at the sum of 1,032,206,666.16 Euros through a set-off of an equal sum due to the I.F.R.S. and the decrease of the nominal share value from 1.91 to 0.77 Euros per share.Following the above mentioned decrease of the share capital and the decrease of the nominal share value, the total share capital of the company amounts to 697,192,221.88 Euros, divided into 905,444,444 common registered shares of a nominal value 0.77 Euro each.
12. Furthermore, the share capital of the Bank has been decreased at the sum of 45,272,222.20 Euros with a respective decrease of the nominal value of each share at 0.05 Εuro, i.e from 0.77 Εuro to 0.72 Εuro per share. The amount coming from the decrease of the nominal share value is returned to the shareholders as per the shares they hold. Thus, the total share capital of the Bank amounts to 651,919,999.68 Euros divided into 905,444,444 common registered shares of a nominal value 0.72 Εuro each."
13. The AGM has been informed about the sale of own shares.
14. The AGM has been informed about the decision of the BoD in compliance to article 39, Law 3259/2004 as to debts to banking institutions.