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Alpha Bank A.E. ACBD Notice of AGM



  Alpha Bank A.E. (ACBD) - Notice of AGM

RNS Number : 9058E
Alpha Bank A.E.
07 June 2012
 



                                       

 

 

                                       

                                  INVITATION

               TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

 

In accordance with codified law 2190/1920 "On Sociétés Anonymes", as in force,
the Shareholders of Alpha Bank A.E. are invited to the Ordinary General
Meeting, on Friday, June 29, 2012, at 10:00, at the Hilton Athens Hotel, 46
Vassilissis Sophias Avenue, Athens.

 

                                    AGENDA

 

1.      Submission for approval of the annual financial statements as at
31.12.2011, together with the relevant reports of the Board of Directors and
the Auditors. 

2.      Discharge of the Board of Directors and the Auditors from any
liability.

3.      Election of Auditors, regular and alternate, for the financial year
2012 and approval of their remuneration.

4.      Approval of the Board of Directors' fees.

5.      Amendment of article 7 para. 1 of the Articles of Incorporation (on
the number of members of the Board of Directors).

6.      Grant of authority, under article 23, para. 1 of codified law
2190/1920, to Board Directors, the General Management, as well as to Managers,
to participate in the Board of Directors or the Management of companies having
similar purposes.

7.      Election of a Member of the Board of Directors.

 

In accordance with articles 26 para. 2b and 28a of codified law 2190/1920, the
Bank apprises the Shareholders of the following:

 

Right to participate in and vote at the General Meeting 

 

Entitled to participate in and vote at the General Meeting is whoever appears
as a Shareholder of Bank-issued common voting shares, in the records of the
Dematerialised Securities System ("DSS") operated by the Hellenic Exchanges
S.A. ("HELEX"), on the record date ("Record Date") i.e. on Sunday, June 24,
2012, that is at the beginning of the fifth (5th) day prior to the date of the
(initial) Ordinary General Meeting.

 

Each common share entitles to one vote. Shareholder capacity is certified
electronically by HELEX, through a direct electronic link of the Bank to the
DSS records. Accordingly, a Shareholder is not required to provide a written
certificate by HELEX, in order to participate in and vote at any (initial or
iterative) General Meeting. Furthermore, no blocking of Shareholder shares or
any similar procedure limiting the right to sell and transfer shares, during
the interim period between the Record Date and the relevant General Meeting,
is required for the exercise of the foregoing rights.

 

Procedure for exercising voting rights by proxy

 

A Shareholder may participate in the General Meeting and vote either in person
or by proxy. Each Shareholder may appoint up to three (3) proxies and legal
entities/Shareholders may appoint up to three (3) individuals as their
proxies. A Shareholder owning Bank shares, which appear in more than one
security accounts, may appoint different proxies for the shares held in each
security account. A proxy who acts for more than one Shareholder may vote
differently for each Shareholder.

 

Printed proxy forms for the appointment of representatives are available at
the Bank's Branchesor may be downloaded from the Bank's website
(www.alpha.gr). The forms, duly filled-in and signed and with verification of
signature, should be sent to the Bank by fax at +30 210 326 5811 or 210 326
5506 or by e-mail at ShareholdersSection@alpha.gr  or submitted at the Bank's
Main Branch, 40 Stadiou Street, Athens (Shareholders' Section, tel. +30 210
326 5546 and 210 326 5549) or at any of the Bank's Branches, at least three
(3) days prior to the (initial or iterative) General Meeting.

 

Each person holding a Shareholder proxy is required to disclose to the Bank,
before the General Meeting commences, any specific circumstance of relevance
to the Shareholders, so they can assess the risk that a person holding a
Shareholder proxy might pursue interests other than those of the Shareholder.
Conflicts of interest may arise especially when the proxy holder is:

a) a controlling Shareholder of the Bank or a legal person or entity
controlled by such Shareholder,

b) a member of the Board of Directors or generally the Management of the Bank,
or a Shareholder controlling the Bank, or a legal person or entity controlled
by a Shareholder exercising control over the Bank,

c) an employee or certified auditor of the Bank or of a Shareholder exercising
control over the Bank or of a legal person or entity controlled by a
Shareholder exercising control over the Bank,

d) a spouse or a first degree relative of one of the individuals referred to
in subparagraphs a to c.

Shareholders are not entitled to participate in the General Meeting by
electronic means, without physical presence at the General Meeting, nor to
remotely vote (by electronic means or by mail). The appointment and revoking
of representatives is effected in writing (via private or public document).

 

Minority Rights 

 

(a)  Shareholders representing at least one twentieth (1/20) of the issued and
paid-in share capital of the Bank are entitled to ask for the addition of
items to the Agenda of the General Meeting, provided that an application to
that effect is received by the Board of Directors of the Bank at least fifteen
(15) days prior to the General Meeting, to which a reasoning or a draft
resolution for approval by the General Meeting is attached. The Board of
Directors is required to include the additional items on the Agenda and
publish the same at least thirteen (13) days prior to the General Meeting.

 

(b)  Shareholders representing at least one twentieth (1/20) of the issued and
paid-in share capital of the Bank are entitled to ask, by means of an
application to be delivered to the Board of Directors of the Bank at least
seven (7) days prior to the General Meeting, for the posting on the Bank's
website (www.alpha.gr), at least six (6) days prior to the General Meeting, of
draft resolutions on items included in the initial or the revised Agenda.

 

(c)  A Shareholder may apply to the Board of Directors at least five (5) days
prior to the General Meeting, for information to be provided to the General
Meeting on Bank matters, if deemed useful for the determination of the Agenda
items. At the request also of Shareholders representing at least one twentieth
(1/20) of the issued and paid-in share capital of the Bank, the Board of
Directors shall notify the Ordinary General Meeting of amountspaid, in the
last two years, to any Board Director or Bank Manager, together with any
benefit granted to these persons for whatever reason or as a result of a
contract between the Bank and such persons. 

 

(d)  Shareholders representing at least one fifth (1/5) of the issued and
paid-in share capital of the Bank are entitled to apply to the Board of
Directors of the Bank at least five (5) days prior to the General Meeting, for
the Board of Directors to apprise the General Meeting about the state of
corporate affairs and assets of the Bank.  

 

Available documents and information

 

The Agenda, the proxy form for appointing a representative, the draft
resolutions on the Agenda items, together with any item in general referred to
in article 27 para. 3 of codified law 2190/1920 are available in printed form
at the Bank's Main Branch, 40 Stadiou Street, Athens (Shareholders' Section,
tel. +30 210 326 5546 and 210 326 5549) and are also posted on the Bank's
website (www.alpha.gr). 

 

                                       

                             Athens, June 7, 2012

                            The Board of Directors

                     This information is provided by RNS
           The company news service from the London Stock Exchange
 
END
 
 
NOAUGUCCQUPPGGM -0- Jun/07/2012 11:49 GMT
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