Several general provisions of the relevant law and of Piraeus Bank's articles relating to the functioning of the
General Meeting of Shareholders are listed below:
The General Meeting of Shareholders must meet at the Bank's registered office, or within the boundaries of any other municipality in the registered office's prefecture, or within those of an adjacent municipality or in the region of the municipality in which the Athens Exchange is registered, at least once each fiscal year and within six (6 ) months from the end of this year.
The convocation of the General Meeting of Shareholders shall be published in the Bulletin of Public and Private Limited Companies of the Government Gazette, in a daily political newspaper with nationwide circulation and in a daily financial newspaper at least twenty (20) days before the meeting. In the event of iterative General Meetings of Shareholders the convocation is announced as described above at least ten days before the meeting. No notice of further convocation is required if the initial convocation states the location and timing of iterative meetings, in the absence of a quorum, provided at least ten (10) full days elapse between the postponed meeting and the iterative one.
Moreover, from the day of publication of the convocation of a General Meeting of Shareholders until the day of the General Meeting the following minimum information is posted on Piraeus Bank's website:
- the convocation of the General Meeting of Shareholders;
- the total number of shares and voting rights as at the date of the convocation, including separate totals for each class of shares (if the capital is divided into more than one classes of shares);
- the documents to be submitted to the General Meeting of Shareholders;
- a draft resolution for each agenda item proposed, or if no such resolution has been recommended for approval, a comment by the Board of Directors on each item on the said agenda as well as any draft resolutions proposed by shareholders, upon their receipt by the company;
- the forms to be used to vote by proxy.
A person registered as a shareholder in the entity acting as registrar of body holding the company's shares is entitled to participate in the General Meeting. Proof of shareholding is provided by presenting the written certificate of the above entity, or, alternatively by direct electronic connection of the company with the latter. The capacity of shareholder should exist as at the beginning of the fifth day prior to the date of the General Meeting (record date) and the relative written certification or electronic certification regarding the shareholder status should reach the company at the latest by the third day prior to the date of the General Meeting. Shareholders meeting the above formal requirements may participate in the Iterative General Meeting. Shareholder status should exist from the beginning of the fourth day prior to that of the Iterative General Meeting (record date for iterative general meetings) and the relative written certification or electronic certification regarding the shareholder status should reach the Bank at the latest by the third day prior to the date of the General Meeting. To facilitate the participation of shareholders at the General Meeting, the Bank collaborates with the Athens Exchange's repository to ensure receipt of the electronic certification.
Twenty-four (24) hours prior to the General Meeting of shareholders as required by law, a list of shareholders eligible to vote in this General Meeting shall be posted (indicating each shareholder's number of shares and number of votes, their proxies, their addresses and those of their proxies).
A quorum is present at the General Meeting of shareholders and it meets validly to discuss the items on the agenda when shareholders representing at least one fifth (1/5) of paid up share capital are present. In the absence of a quorum the General Meeting meets again within twenty days from the date of the postponed meeting and it has quorum and meets validly on the items in the initial agenda irrespective of the percentage of the paid up share capital being present.
With regard to specific issues (increasing the share capital, increasing the shareholders' obligations, changing the manner of appropriating profits, merging, issuing a convertible bond loan etc.), a quorum of at least two thirds (2/3) of paid up share capital is required. In the absence of such a quorum an Iterative General Meeting is convened in which a quorum of at least one half (1/2) of paid up share capital is required. In the absence of such a quorum a Second Iterative General Meeting is convened in which a quorum of at least one fifth (1/5) of paid up share capital is required.
The resolutions of Piraeus Bank's
General Meeting of Shareholders are passed by absolute majority of votes represented in it. In specific issues that require a larger quorum, resolutions are pasted by a two thirds (2/3) majority of the votes represented at the Meeting.
Within 20 days after each General Meeting of Shareholders, the Bank shall submit a certified copy of the minutes of the General Meeting to the Ministry of Development.
The General Meeting of Shareholders held by Piraeus Bank is solely competent inter alia to resolve upon: amendments to the articles; increases or decreases of share capital; election of members of the Board of Directors and of auditors; approval of the Bank's balance sheet; allocation of the annual profits; a convertible bond issue; mergers, splits; any alteration, revival, or extension of the Bank's duration or its dissolution; and the appointment of liquidators.
The articles provide that the Board of Directors may elect interim directors to replace directors who resigned, died or have been expelled. This election shall be announced at the immediately subsequent General Meeting of Shareholders. Appointing a replacement director is not required if there are at least nine (9) directors remaining on the Board.
