Decisions of the 80th Annual Ordinary General Meeting of Shareholders of the Bank of Greece – Voting results

Athens, 28-2-2013 — /europawire.eu/ — In accordance with Article 32, para. 1, of Law 2190/1920 and Article 4.1.3.3 of the Athens Exchange Rulebook, it is hereby announced that the 80th Annual Ordinary General Meeting of Shareholders of the Bank of Greece, held on Monday 25 February 2013 at 12.00 noon, was attended by 72 shareholders and shareholders’ proxies, representing 8,264,152 shares, corresponding to 110,092 voting rights, out of a total of 19,864,886 shares, corresponding to 264,865 voting rights* (i.e. 41.6% of the share capital).

The General Meeting adopted the following decisions:

• It unanimously** approved the Governor’s Annual Report, the Balance Sheet and other Financial Statements for the year 2012, including the Auditors’ Report.

• It unanimously** approved the appropriation of net profits, in accordance with Article 71 of the Bank’s Statute, totalling €318,649,203, as follows:

€ 10,679,362 for the payment of a dividend of €0.5376 per share on 19,864,886 shares (against €0.67 per share for the year 2011);

€ 2,669,841 for the payment of tax on dividends (at 20%, in accordance with Article 14, paras. 9 and 10, of Law 3943/2011); and

€305,300,000 payable to the Government.

The dividend for distribution comes to €0.5376 per share and is subject to a 25% withholding tax in accordance with Article 14, paras. 1 and 2, of Law 3943/2011. The net dividend to be received by shareholders, following such withholding, will be €0.4032 per share.

Entitled to receive the current dividend shall be all shareholders recorded in the register of the Dematerialised Securities System (DSS) as at 8 March 2013 (record date), subject to the limitations laid down in Article 8, para. 5, of the Bank’s Statute.***

The ex-dividend date has been set as 6 March 2013. From this date, Bank of Greece shares will trade on the Athens Exchange without entitlement to the current dividend.

The dividend payment date has been set for 14 March 2013. Dividend payments will be effected in accordance with the procedure laid down in Article 5.5 of the Athens Exchange Rulebook and the specific provisions of the Operating Regulations of the DSS. The payor Bank will be the Bank of Greece. Details on the dividend payment modalities are given in the Bank of Greece announcement
entitled “Dividend for Financial Year 2012”.

• It unanimously** approved the amendment to Article 71 of the Bank’s Statute.

• It unanimously** approved the remuneration and travel expenses of the members of the General Council.
• It unanimously** approved the Auditors’ fees for the year 2013.
• It unanimously** discharged the members of the General Council and the Auditors from all personal responsibility in connection with the Bank’s activities and management for the year 2012.

• It elected Mr Evangelos Geraniotakis and Mr. Georgios Kassimatis as members of the Bank’s General Council.
(Number of shares validly voted upon: [8,129,307]. Total number of valid votes: [108,312]. Percentage of the share capital:[40.92%].
For Mr Geraniotakis: Votes IN FAVOUR: [108,291]. Votes AGAINST: [21]. Abstentions: [1,780]
For Mr Kassimatis: Votes IN FAVOUR: [108,312]. Votes AGAINST: [0]. Abstentions: [1,780])

It elected KPMG Certified Auditors A.E. as Auditors for the year 2013.
(Number of shares validly voted upon: [8,128,557]. Total number of valid votes: [108,302]. Percentage of the share capital: [40.92%]. Votes IN FAVOUR: [108,302]. Votes AGAINST: [0]. Abstentions: [1,790])

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* It should be noted that each seventy-five (75) shares confer the right to one (1) vote (Article 13 of the Statute of the Bank of Greece, taken together with decision No. 2/29.2.2000 of the General Council of the Bank increasing
the minimum number of shares required for a shareholder to participate, be represented and vote at a General Meeting of Shareholders of the Bank from twenty-five (25) to seventy-five (75), following the split – under Article 9 of the Bank’s Statute – of the share of the Bank of Greece pursuant to decision No. 1/17.1.2000 of the Bank’s General Council, which was approved by Act of the Council of Ministers No. 8/4.2.2000 – Government Gazette A 17/7.2.2000).

** Number of shares validly voted upon: [8,264,152]. Total number of valid votes: [110,092]. Percentage of the share capital: [41.6%]. Votes IN FAVOUR: [110,092]. Votes AGAINST: [0]. Abstentions: [0].

***
As from financial year 2013, all financial rights, including the right to dividend payments, are suspended for the shareholders referred to in Article 8, para. 5, of the Bank’s Statute [as inserted by the decision of the 79th Annual Ordinary General Meeting of Shareholders of the Bank of Greece held on 24 April 2012, which was ratified by Article 165, para. 7(b) of Law 4099/2012 (Government Gazette A 250/20.12.2012)], i.e. persons supervised by the Bank of Greece under Article 55A of its Statute or a provision of law; associated and affiliated firms; members of the board of directors or administrators of such persons; their spouses and relatives up to second degree.

In particular for financial year 2012, the shareholders referred to in Article 8, para. 5, of the Bank’s Statute will be entitled to a fractional dividend, calculated by applying to the declared dividend the day-count convention Actual/366 (where “Actual” corresponds to 355, i.e. the number of calendar days in the year 2012 until the publication of Law 4099/2012), namely a gross dividend of €0.521442 per share and a net dividend – after tax withholding – of €0.391081 per share.