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ALPHA BANK
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Newswire
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04-05-2007 - General Meeting Resolutions
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The Ordinary General Meeting of Shareholders of Alpha Bank which was held on 3.4.2007 at 12.00, was attended in person or proxy by 3,573 shareholders, representing 122,488,685 shares out of a total of 408,022,002 shares, namely 30.02%. Therefore the quorum achieved, allowed the General Meeting to deliberate on all items of the Agenda. Item 1. Required quorum: 20% Achieved quorum: 30.02% The annual financial statements as of 31.12.2006 together with the relevant reports of the Board of Directors and the Auditors as well as the distribution of profits were submitted and approved. The Ordinary General Meeting also approved the distribution of Euro 0.75 dividend per share for which the payout start date will be Tuesday April 17, 2007. The dividend will be paid-out according to the procedure set out in the Athens Exchange Regulations and laid down by the Hellenic Exchanges S.A. (former Central Securities Depository), by any one of the following ways: 1. Through the Operator of each shareholder's Account, if so arranged. 2. Through the Alpha Bank Branch Network, upon presentation of identity card and a printout of the Account at the Dematerialised Security System (S.A.T), when: - the Shares are operated by the Hellenic Exchanges S.A. (former Central Securities Depository) - the Shares have not been dematerialised, or - the Shareholder has not provided or has recalled the proxy to collect the dividend. If a shareholder wishes to collect the dividend in person, though he has authorised an Operator for its collection, he may revoke the authorisation either through his Operator or by applying to the Hellenic Exchanges S.A. (former Central Securities Depository), five working days before the dividend payout date. Shareholders will receive a Dividend Payment certificate at the point of dividend collection. The Bank's share, as of April 5, 2007 will be traded without the right to the dividend of 2006. YES = (96.99%) 115,688,062 Immediate implementation Item 2 Required quorum: 20% Achieved quorum: 30.02% The Board of Directors and the Auditors were discharged from any liability for the financial year 2006. YES = (99.72) 118,953,290 Immediate implementation Item 3 Required quorum: 20% Achieved quorum: 30.02% For the financial year 2007 and according to article 22 of the Bank's Articles of Incorporation and the legislation in force, the following Auditors were elected: KPMG Kyriacou Certified Auditors ?.?. a. Regular: Marios T. Kyriacou, Garyfalia B. Spryriouni b. Alternate: Charalambos G. Syrounis, Nick Ch. Tsiboukas The Auditors' remuneration for 2007 will amount to Euro 450,000 plus V.A.T YES = (89.11%) 106,294,408 Immediate implementation Item 4 Required quorum: 20% Achieved quorum: 30.02% After the resignation of Mr. Andreas L. Canellopoulos, Chairman of the Board of Directors of TITAN Cement Company S.A., Mr. Minas G. Tanes, Chairman of the Board of Directors of the Athenian Brewery S.A. and Non Executive Board Member since 6.3.2003, was elected As Non Executive Vice Chairman. As a Non Executive Board Member replacing Mr. Andreas L. Canellopoulos, the Board of Directors elected Mr. Panayotis I. Athanassopoulos, Professor Emeritus of the University of Piraeus, Senior Executive Advisor of Toyota Motor Europe NV/SA, who after a short tenure on the Board of Directors, tendered his resignation due to his appointment as Chairman and Managing Director of the Public Power Company. The resolution of the Board of Directors of 27.2.2007, regarding the election of Mr. Evangelos J. Kaloussis, Chairman and Managing Director of NESTLE HELLAS S.A., As Non Executive Member replacing Mr. Athanassopoulos, was ratified. Mr. Evangelos J. Kaloussis, was appointed Non-Executive Independent Member. YES = (99.41%) 118,579,428 Immediate implementation Item 5 Required quorum: 20% Achieved quorum: 30.02% The Ordinary General Meetings of the years 2004, 2005 and 2006, approved share buy-back schemes, implementation of which, the Bank purchased in 2004, 1,535,285 shares, i.e. 0.38% of the share capital, at an average price per share of Euro 12.14. In 2005, the Bank purchased 10,222,511 shares, i.e. 2.51% of the share capital, at an average price per share of Euro 16.58. In 2006, the Bank purchased 11,619,942 shares, i.e. 2.85% of the share capital, at an average price per share of Euro 20.55. In 5.12.2006, the Bank sold 21,250,000 shares, i.e. 5.21% of the share capital, at Euro 22.75 per share. Today, the Bank owns 2,127,738 shares, representing 0.52% of the share capital, purchased at an average price per share of Euro 20.47. For the period April 2007 - April 2008, effective as of 16.4.2007, a share buy-back scheme was approved for up to 3% of the outstanding share capital each time, according to article 16 par. 5 of codified law 2190/1920, between a minimum price of Euro 3.90, i.e. the nominal value of the share and a maximum price of Euro 32.00. YES = (100%) 119,284,417 Implementation during the next 12 months Item 6 Required quorum: 20% Achieved quorum: 30.02% The General Meeting approved the amendment of article 5 of the Bank's Articles of Incorporation regarding the Bank's share capital resulting from the share capital increase following the exercise of stock option rights, further to the resolution of the Board of Directors of 4.12.2006. Thus the share capital of the Bank amounts to one billion five hundred and ninety one million two hundred and eighty five thousand eight hundred and seven Euros and eighty cents (1,591,285,807.80) and is divided into four hundred and eight million twenty two thousand and two (408,022,002) shares of a par value of three Euros and ninety cents (3.90) each. YES = (99.77%) 119,007,604 Implementation as of 16.4.2007 Item 7 Required quorum: 20% Achieved quorum: 30.02% The amendments of the Articles of Incorporation which were approved, are due to rephrasing requirements dictated by the current legislative developments The amendments approved to the Articles of Incorporation concern: Article 4, where the reference to drachmae is replaced by reference to Euros. In Article 6, where a legally accurate phrasing is inserted in the case of co-ownership of shares for the suspension of the exercise of all rights pertaining to the share, pending the appointment of a joint representative. In Article 19, where indent 1 is amended so that a meeting of the Board of Directors may be convened at the request of at least two members In Article 22, where a legally accurate phrasing is inserted referring to minority shareholders' rights. In Article 26, where a legally accurate phrasing is inserted referring to the payment of the dividend. YES = (82.88%) 98,859,151 Implementation subject to the registration of the approval of the Ministry of Development in the Registry of Societes Anonymes. Item 8 Required quorum: 20% Achieved quorum: 30.02% The annual compensation, for the Executive Members of the Board of Directors, of Euro 2,910,000 and up to 97,500 stock options under plan A or up to 841,000 stock options under plan B or a combination of the two, was approved for the year 2007. The above include compensation for their position at the Bank and Membership on the Board of Directors of Group Companies. YES = (99.53%) 118,725,533 Immediate implementation Item 9 Required quorum: 20% Achieved quorum: 30.02% Members of the Board of Directors, the General Management or Managers were authorised, according to paragraph 1, article 23 of Codified Law 2190/1920, to participate in the Board of Directors or in the management of Group Companies having similar purposes. YES = (99.99%) 119,270,988 Immediate implementation
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