Attica Bank – Resolutions of the ordinary general meeting of shareholders
Attica Bank Societe Anonyme Banking Company (hereinafter: “the Bank”), pursuant to article 4.1.3.3. of the Athens Stock Exchange Regulation, announces that, on Wednesday, 7 th July 2021, at 12:00, the Annual Ordinary General Meeting of Shareholders was held, who are holders of common shares, remotely through teleconferencing (with the use of audiovisual or electronic means), in conformance with Law 4548/2018 “Reform of the law of Societes Anonymes”, as amended and in force, the relevant provisions of Law 2396/1996 on dematerialized shares, the Bank’s Articles of Association 34 and 37 and, due to the current state of emergency and in conformance with the preventive measures against the spread of coronavirus, from the Offices of the Athens Stock Exchange, with the meeting being transmitted in the sixth floor of the building of TMEDE, on 3-5 Palaion Patron Germanou str. and under the provisions of art.125 of L.4548/2018 in which they participated, in person or by proxy of shareholders, representing 378.567.844 common registered shares with voting rights out of 461.253.987 common shares in total, i.e. 82.07 % of the Bank’s total paid up common share capital, forming the quorum required by Law. The General Meeting decided the following as regards the items of the agenda:
Item 1. Ratification of members of the Board of Directors in replacement of resigned members pursuant to article 82 par.1 of Law 4548/2018.
It is announced, in accordance with Article 82(1) of Law 4548/2018 that during the meeting of 30 November 2020, after the departure of the non-executive member of the Board of Directors Mr Konstantinos Mitropoulos and the resignations of the four (4) independent members of the Board of Directors Georgios Doukidis, Eleni Koliopoulou, Charitonas Kyriazis and Andreas Taprantzis, the Board of Directors elected as new independent members to replace two (2) of the resigned non-executive members of the Board of Directors Mr Sotiris Karkalakos and Christos-Stergios Glavanis, whereas it is clarified that in replacement of the non-executive member of the Board of Directors Mr Konstantinos Mitropoulos, the Board of Directors elected Mr Ilias Betsis, as nonexecutive member.
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Resolutions of the Extraordinary General Meeting of Piraeus Financial Holdings S.A. April 7th, 2021
Piraeus Financial Holdings S.A. announces that the Extraordinary General Meeting of Shareholders, held on April 7th 2021 at 16:00 and conducted remotely in real-time, via teleconference was attended either in person or by proxy, by shareholders representing, a) 625,674,004 shares corresponding to 75.29% of the total 831,059,164 shares regarding the first, third and fourth item and b) 623,631,937 shares corresponding to 75,23% of the total 829,017,097 shares, regarding the second item.
The Extraordinary General Meeting discussed and adopted the following resolutions:
With regard to the 1st Item:
Granted authorization, according to article 24 par. 1 of Law 4548/2018, to the Board of Directors to resolve, with the quorum and majority required by law, the increase of the share capital of the Company by an amount that cannot exceed three times the paid up capital on the date of delegation of these powers to the Board of Directors, namely up to €14.959.064.952, with the issuance of new common registered voting shares, and to determine the specific terms and time plan of the increase in accordance with the applicable provisions of Law 4548/2018, including indicatively the structure of the increase, the method, the process and the offering price of the new shares, the power to restrict or disapply the pre-emptive right of the existing shareholders, in accordance with the provisions of article 27 par. 4 of Law 4548/2018, the categories of investors eligible to participate in it, the criteria of allocation between the various categories of investors in Greece and / or abroad, the conclusion of the necessary contracts or agreements with foreign and / or domestic intermediaries, organizers, coordinators or managers and / or other investment services companies, and in general to proceed to any necessary, requisite or expedient act, action or legal act for the implementation of the increase, including the relevant amendment of the Company’s Articles of Association. The Board of Directors may exercise the above power once or partially in several transactions. The above authorisations will be valid for three (3) years.
With regard to the 2nd Item:
1) Approved the increase of the nominal value of each existing common registered voting share of the Company from six euros (€6.00) to ninety-nine euros (€99.00) by reducing the total number of existing common registered shares of the Company from eight hundred thirty one million fifty nine thousand one hundred sixty four (831,059,164) shares to fifty million three hundred sixty seven thousand two hundred twenty three (50.367.223) new common registered voting shares with a nominal value of ninety-nine euros each, by merging sixteen and a half (16.5) existing shares into one (1) new share of the Company (reverse split) and the consequent increase of the share capital of the Company by the amount of ninety-three euros (€93.00) by capitalizing part of the existing “share premium” reserve, with the purpose of achieving an integer number of new shares.
2) Authorized the Board of Directors of the Company a) for the implementation of the decision of the General Meeting, and, if necessary, for the specialization and finalization of the terms and procedure of the reverse split, and the capitalization of part of the above reserve, for the purpose of achieving an integer number of shares, as well as for any related issue, b) to decide and regulate any fractional rights in shares, b) to combine (if it deems appropriate) the decision on the present item on the agenda with the decision on item 3, so that a single approval be obtained from the competent authorities as well as d) to supplement / modify the relevant figures in the respective amendment of the Articles of Association.
3) Approved the respective amendment of articles 5 and 25 of the Articles of Association of the Company regarding the share capital, and authorized the Board of Directors to take any decision and to take any action of adaptation and / or supplementation of these articles, with the appropriate relevant amounts and sizes, in accordance with the above decisions of the General Meeting for the completion of the amendment of the Articles of Association.
4) Authorized executives of the Company and of Piraeus Bank for the signing and submission of any required document before the public authorities and bodies and for the execution of all necessary actions for the implementation of the above decisions.
With regard to the 3rd Item:
1) Approved the reduction of the share capital of the Company by the amount of four billion nine hundred thirty five million nine hundred eighty seven thousand eight hundred fifty four euros (€4,935,987,854.00) by reducing the nominal value of each common share from ninety-nine euros (€99.00) to one euro (€1.00), without altering the total number of common registered shares of the Company, as such figure will have been determined following the corporate actions included in Item 2 of the agenda, and the formation of an equivalent special reserve of article 31 par. 2 of Law 4548/2018.
2) Granted authorization to the Board of Directors for the implementation of the relevant decision of the General Meeting and, if required, for the specialization and finalization of the terms and procedure of the above reduction.
3) Approved the amendment of articles 5 and 25 of the Articles of Association of the Company as a consequence of the above reduction of the share capital, and authorized the Board of Directors to take any decision and to take any action of adaptation and / or supplementation of these articles, with the appropriate relevant amounts and sizes, in accordance with the above decisions of the General meeting for the completion of the amendment of the Articles of Association.
4) Authorized executives of the Company and Piraeus Bank for the signing and submission of any required document before the public authorities and bodies and for the execution of all necessary actions for the implementation of the above decisions.
With regard to the 4th Item:
1) Granted authorization to the Board of Directors of the Company to establish a five (5) year stock option plan in accordance with the provisions of article 113 par.4 of Law 4548/2018 to executives and employees of the Company and its affiliated companies, within the meaning of article 32 of law 4308/2014, in the form of stock option rights (stock options), by increasing the share capital with the issuance of new shares and to determine, without prejudice to the provisions of the Law 3864/2010, the terms of the stock options, at its discretion, in accordance with the provisions of article 113 of Law 4548/2018, defining that the authorization is valid for five (5) years from the resolution of the General Meeting.
2) Decided that the maximum nominal value of all shares that may be awarded through the plan which will be established by the Board of Directors will correspond to 1.5% of the paid-up share capital of the Company on the date of the establishment of the plan by the Board of Directors of the Company.
Scor’s combined General Meeting of June 16 adopts all of the proposed resolutions
The Combined General Meeting of SCOR SE was held on June 16, 2020, at the Group’s headquarters at 5, avenue Kléber, 75016 Paris, and was chaired by Mr. Denis Kessler, Chairman and Chief Executive Officer of SCOR SE.
In accordance with article 10 of the Decree n° 2020-548 of May 11, 2020, this General Meeting was held without the physical presence of shareholders.
All of the resolutions proposed by the Board of Directors were adopted by the General Meeting of shareholders.
The voting results of the resolutions are available on the Group’s website at https://www.scor.com/en/combined-general-meeting.
Eurobank Ergasias – Resolutions of the Annual General Meeting of 24.07.2019
Eurobank Ergasias S.A. (Bank) announces the following:
The Bank’s Shareholders Annual General Meeting held on July 24, 2019, was attended by shareholders representing 2,585,734,123 shares out of 3,657,081,179 shares, corresponding to 70.70% of the paid up share capital with voting rights on the items of the agenda. It is noted that, according to Law 3864/2010, as in force, for the calculation of the percentages of quorum and majority of the General Meeting, are not included the 52,080,673 common shares of the Bank held by the Hellenic Financial Stability Fund. In respect of the items on the agenda, as referred to on the invitation dated 28.06.2019, the General Meeting:
1. Approved the Annual and Consolidated Financial Statements for the financial year 2018, as well as the relevant Directors’ and Auditors’ Reports.
The voting results on the respective item were as follows:
Number of shares for valid votes given: 2,078,379,538 (80.38% of the share capital with voting rights on the items of the agenda), out of which:For: 2,078,379,438Against: 100Abstain: 507,354,585
2. Approved the overall management for the financial year 2018 as well as the discharge of the Auditors for the financial year 2018.
The voting results on the respective item were as follows:
Number of shares for valid votes given: 2,078,379,579 (80.38% of the share capital with voting rights on the items of the agenda), out of which:For: 2,044,489,064Against: 33,890,515Abstain: 507,354,544
3. Approved the appointment of the firm “KPMG Certified Auditors S.A.” (KPMG) as statutory auditor for the Annual and Consolidated Financial Statements of the Bank for the financial year 2019 as well as KPMG’s relevant fees, which will amount to €1.1 mil.
The voting results on the respective item were as follows:
Number of shares for valid votes given: 2,089,527,414 (80.81% of the share capital with voting rights on the items of the agenda), out of which:For: 2,086,502,314Against: 3,025,100Abstain: 496,206,709
4. Approved the Remuneration Policy for Directors and General Managers of the Bank, according to the provisions of articles 110 and 111 of l. 4548/2018.
The voting results on the respective item were as follows:
Number of shares for valid votes given: 2,089,527,373 (80.81% of the share capital with voting rights on the items of the agenda), out of which:For: 2,064,424,681Against: 25,102,692Abstain: 496,206,750
5. Approved the remuneration paid to Directors for services rendered during the financial year 2018, as decided by the previous Annual General Meeting, and the remuneration to be paid to Directors for the financial year 2019.
The voting results on the respective item were as follows:
Number of shares for valid votes given: 2,066,963,376 (79.94% of the share capital with voting rights on the items of the agenda), out of which:For: 2,066,963,276Against: 100Abstain: 518,770,747