Operating License pursuant to BoG Governor’s Act 2306/19.5.94.
Supervisory Authority : Bank of Greece
PANCRETA BANK S.A.
ARTICLES OF ASSOCIATION
(CODIFIED TEXT APPROVED BY THE EXTRAORDINARY GENERAL MEETING OF ITS
SHAREHOLDERS DATED 05.05.2022)
COMPANY REGISTRATION NUMBER NO. 77156527000
CHAPTER A’
INCORPORATION-COMPANY NAME-SEAT-TERM-SCOPE
ARTICLE 1
COMPANY NAME
The Societe Anonyme deriving from the conversion of “Pancreta Cooperative Bank
Coop. Ltd” according to the above resolution of the General Meeting of its members
dated 28.6.2020 shall have the name “PANGRITIA TRAPEZA ANONIMI ETAIRIA” and the
trade name “PANGRITIA TRAPEZA A.E.” For its transactions abroad, the company name
shall be “PANCRETA BANK S.A.” and its trade name “PANCRETA BANK S.A.”.
ARTICLE 2
SEAT
1. The seat of the Bank shall be in the Municipality of Heraklion, Crete.
2. Upon a resolution of the Board of Directors, the Bank may establish branches or
offices or agencies anywhere in Greece and abroad.
ARTICLE 3
SCOPE
1. The Scope of the Bank shall be any kind of activities or works allowed or required for
banks according to the laws each time applicable. The Scope of the Bank shall include
the following:
a. acceptance of deposits or other repayable funds
b. granting of loans or other credits, including factoring activities
c. leasing
d. payment services including transfer of funds
e. issue and management of payment means (credit and debit cards, traveller’s and
bank cheques)
f. guarantees and commitments
g. transactions on behalf of the Bank or its clientele concerning:
i. money market instruments (securities, depository receipts etc.)
ii. foreign exchange
iii. futures or financial rights
iv. swaps and foreign exchange swaps
v. securities
vi. participation in issues and provision of related services including in
particular underwriting services
vii. consultancy services to companies as to capital restructuring, business
strategy and other related consultancy services, as well as services in the
fields of mergers and acquisitions
viii. money broking
ix. portfolio management or consultancy services for portfolio management
x. custody and management of securities
xi. collection and processing of trade information including credit rating
services for clients
xii. vault rental
xiii. issuance of electronic money
xiv. auxiliary bank services of mediatory nature, insurance mediation for the
provision of insurance products, to the extent permitted by the
applicable laws and the general applicable regulatory framework
xv. investment services and activities, besides the ones above, as well as
ancillary services such as, indicatively, the ones mentioned in law
4514/2018 (as each time applicable)
2. In order to achieve its Scope, the Bank may:
a. establish and participate to legal entities of any legal form, and with any scope,
as well as to regulated markets and multilateral trading facilities
b. represent any individual or legal entity or association with the same or similar
scope
c. proceed to any other act that serves directly or indirectly its scope
ARTICLE 4
TERM
The term of the Bank shall be of an indefinite period. The Bank shall be dissolved as per
the provisions of the Law.
CHAPTER B
SHARE CAPITAL-SHARES-SHAREHOLDERS
ARTICLE 5
SHARE CAPITAL
The nominal value of the share capital of the Bank, all of which has been paid in cash,
was initially set to the amount of thirty nine million, four hundred and seventy one
thousand, seven hundred eighty euros (€39,471,780) divided into seven million eight
hundred ninety four thousand, three hundred fifty – six (7,894,356) common nominal
shares of a nominal value of five (5) euros each.
Pursuant to a resolution of the Extraordinary General Assembly of the Shareholders
dated 09.12.2020, its share capital increased by the amount of eleven thousand five
hundred and sixty euros (€11,560) with the issue of two thousand three hundred and
twelve (2,312) new common nominal shares with voting rights, of nominal value of five
(5) Euros each, with a selling price of eight (8) euros per share, with capitalization of
existing cash payments against future increase in its share capital. Thus, the paid-up
share capital of the Bank amounts to thirty-nine million, four hundred eight, three
thousand three hundred forty euros (€39,483,340) divided by seven million eight
hundred ninety-six thousand six hundred sixty eight (7,896,668) common nominal
shares with a nominal value of five (5) euros each.
Pursuant to a resolution of the Extraordinary General Meeting of the Shareholders
dated 05.05.2022, the nominal value of the shares decreased from euros five (€5) to
fifty eurocents (€0.50) per share, with a simultaneous increase of the number of shares
to seventy-eight million nine hundred sixty-six thousand six hundred eighty (78,966,680)
common registered shares, with a nominal value of fifty eurocents (€0.50) each share.
Following the above, the share capital of the company amounts to thirty-nine million,
four hundred eighty-three thousand three hundred forty euros (€39,483,340), divided
into seventy-eight million nine hundred and sixty-six thousand six hundred eighty
(78,966,680) new common registered shares with voting rights, with a nominal value of
fifty eurocents (€0.50) each share.
Pursuant to a resolution of the Extraordinary General Meeting of the Shareholders
dated 05.05.2022, the share capital of the Bank increased by the amount of euros thirtynine million, four hundred eighty-three thousand three hundred forty (€39,483,340),
with the issue of seventy-eight million nine hundred sixty-six thousand six hundred
eighty (78,966,680) new common registered shares with voting rights, with a nominal
value of fifty eurocents (€0.50) each. Following the above, the paid-up share capital of
the Bank currently amounts to euros seventy-eight million, nine hundred sixty-six
thousand, six hundred eighty (€78,966,680), divided into one hundred and fifty-seven
million, nine hundred thirty-three thousand, three hundred sixty (157,933,360) common
registered shares with voting rights, with a nominal value of fifty eurocents (€0.50) each.
ARTICLE 6
SHARE CAPITAL INCREASE
1. A share capital increase requires a resolution of the General Meeting to be
adopted by the increased quorum and majority (ordinary share capital increase), except
in the case of an extraordinary share capital increase as per the provisions of the law
each time applicable.
2. The share capital increase may also take place through the issue of preference
shares, convertible or not to common shares, as per the resolution of the General
Meeting deciding on their issue. The preferential right shall each time be described in
the resolution of the General Meeting on the issue of the preference shares and shall
always be subject to the restrictions of the law as to distribution. Such preferential
rights might be, indicatively: the partial or full entitlement to the distributed dividends
prior to the common shares; the preferential return of the funds paid by the holders of
the preference shares from the proceeds of a capital decrease or the liquidation of the
Bank’s assets, including their participation to the par value amounts that might had
been paid at the preferential distribution of dividends for the fiscal years for which no
distribution took place; the payment of interest (with or without participation to profits
for a period to be determined by the General Meeting resolution), or a fixed dividend or
in part participation to profits. Likewise, it may have the form of other rights of
monetary nature, including receipt of a particular interest or participation, by priority, to
the profits from a certain activity.
3. In case the Bank had already issued shares of various classes, where voting
rights, participation to profits or distribution of the proceeds of the liquidation may vary,
it would be possible to have a share capital increase as to shares of only one of those
classes. In this case, preemption rights are provided to the shareholders of the other
classes only after the shareholders of the class in which such new shares belong have
not exercised their rights.
4. A share capital increase through the issue of redeemable shares is allowed; such
shares may also be issued as preference shares with or without voting rights. The
redemption shall take place by a declaration of the Bank according to the procedure to
be determined by the resolution of the competent body that decided on the increase
and is valid only upon payment of the subscription, while it is conditional on the
provisions of the law each time applicable.
5. The share capital may also be increased by contributions in kind.
6. Subject to para. 3, in all cases of a share capital increase (including a share
capital increase in kind) or issue of bonds convertible to shares, the existing
shareholders at the time of the issue shall have preemptive rights to the entire new
share capital or the bond loan, proportionately to their participation in the existing
share capital.
ARTICLE 7
SHARES-SHAREHOLDERS
1. The shares of the Bank shall be nominal common shares granting voting rights
and shall be indivisible. In case of joint ownership, the rights of the joint owners shall be
exercised by a joint representative of theirs, while the joint owners shall be severally
liable for the fulfillment of their obligations towards the Bank. The issue of share
certificates is not mandatory.
2. The Shareholders’ Registry of the Bank is kept electronically and may be kept by
a central securities depository or by any other or ganisation that has the right to keep
securities. The Bank recognises as shareholders, the ones registered in the Shareholders’
Registry.
3. Each shareholder, regardless of where they may reside, shall be deemed, for
their relationship with the Bank, that they reside at the place where the seat of the Bank
is located and that they are subject to the Greek laws.
4. All disputes between the Bank and the shareholders shall be exclusively referred
to the courts of Heraklion, Crete, which are the only courts before which the Bank may
be referred to, even in the cases where a special jurisdiction or venue is provided.
5. Ownership of shares of the Bank shall mean acceptance of the present Articles of
Association and the decisions of its bodies, as per the provisions of the law, as each time
applicable.
6. The Bank may acquire own shares according to the provisions of the law, as each
time applicable.
CHAPTER C BOARD OF DIRECTORS
ARTICLE 8
MEMBERS & TERM OF THE BOARD OF DIRECTORS
1. The Bank shall be managed by the Board of Directors to be comprised by nine (9)
to fifteen (15) members, who shall be elected by the General Meeting that will each
time determine their number. Legal entities may also be members of the Board of
Directors.
2. The term of the Board of Directors shall be for three years and shall be extended
until the end of the deadline within which the next Annual General Meeting shall
convene and until adoption of the relevant resolution.
3. The members of the Board of Directors may always be re-elected and freely
revoked.
ARTICLE 9
REPLACEMENT OF MEMBERS OF THE BOARD OF DIRECTORS
In case of resignation, death or in any other way loss of the membership capacity of a
member, the Board of Directors may continue to manage and represent the Bank
without replacing that member, as long as the remaining members are more than half
of those existed prior to the event that resulted in the decrease in their number, and in
any case, they shall be at least five. Otherwise, replacement of the missing members for
the remaining of the term of the Board of Directors shall be mandatory.
ARTICLE 10
CONSTITUTION OF THE BOARD OF DIRECTORS INTO A BODY
1. The Board of Directors right after its election shall convene and be constituted
into a body by electing a Chairman and one or more Vice Chairmen and one or more
CEOs or Chief Executives.
2. The Chairman of the Board of Directors shall preside at the meetings and in their
absence shall be substituted by the Vice Chairmen or any other member to be
determined by Board resolution, and in this particular order.
3. One of the members of the Board or any other third person to be determined by
the Board of Directors, shall serve as Secretary of the Board of Directors.
ARTICLE 11
MEETINGS AND RESOLUTIONS OF THE BOARD OF DIRECTORS
1. The Board of Directors shall be called by the Chairman or his substitute and shall
convene each time required by the needs of the Bank at the seat of the Bank or
anywhere else in Greece. The meeting may also take place via teleconference.
2. A quorum shall have been established and the Board of Directors shall have
validly convened when half plus one members are present or represented at the
meeting, but those present shall never be less than five (5). To establish a quorum, any
fraction of a number shall be disregarded.
3. When a member of the Board of Directors is absent, they may be represented by
another member of the Board. Any one member of the Board may represent only one
other absent member.
4. The resolutions of the Board of Directors shall be adopted by an absolute
majority of those present and represented, unless the law or the present Articles of
Association provide otherwise.
5. The resolutions of the Board of Directors shall be kept in the minutes book and
shall be signed by its members. The minutes book of the Board may be kept
electronically and/or along with the minutes book of the General Meeting.
6. The drafting and execution of the resolution by all of the members of the Board
or their representatives shall be equal to a decision of the Board, even if no meeting has
taken place. The signature of the members and their representatives may be replaced
by email exchange or any other electronic means.
ARTICLE 12
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
1. The Board of Directors represents the Bank and shall be responsible to decide
without limitation, on any issue related to the management of the Bank, the
management of its assets and in general the pursuit of its scope, with the exception of
those issues which according to the law or the articles of association fall within the
exclusive competence of the General Meeting.
2. The Board of Directors shall also decide, according to the each time applicable
laws, on the issue of bond loans except for those falling under the exclusive competence
of the General Meeting. Upon a Board Resolution, a certain member or members of the
Board may be authorised to determine the terms of the bond loan except for its amount
and its category.
3. The Board of Directors may form an Executive Committee and assign certain
responsibilities and duties to such Committee. The members and the decision making as
well as any other issue related to the operation of such Committee shall be determined
by a resolution of the Board of Directors. The relevant resolution may be amended at
any time.
4. The Board of Directors may adopt a resolution for the assignment of the
representation of the Bank as well as the exercise of all or certain of its powers or
responsibilities, except for those requiring collective action, to one or more persons,
members or not, officers of the Bank or third persons, determining at the same time the
extent of their powers.
5. The members of the Board, the managers of the Bank and other persons
participating in any way to its management may participate in the management of legal
entities whose scope is the same or similar to that of the Bank, upon authorisation of
the Board of Directors.
ARTICLE 13
REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
1. The members of the Board of Directors shall receive a remuneration, which shall
be approved by a special resolution of the General Meeting.
2. Upon resolution of the General Meeting adopted by simple majority and
quorum, it is possible that the members of the Board receive a remuneration in the
form of participation in the profits of that specific fiscal year.
CHAPTER D
GENERAL MEETING
ARTICLE 14
CONVENTION & PARTICIPATION TO THE GENERAL MEETING
1. The General Meeting shall convene as provided by law. The relevant invitation
shall also be published to the website of the Bank
2. The General Meeting shall always convene at the seat of the Bank, at least once
every fiscal year (Annual Ordinary General Meeting) and in extraordinary cases when
the Board of Directors deems so necessary or advisable.
3. The shareholders shall participate to the General Meeting in person or through
duly authorised representatives of theirs, which shall be appointed and revoked as per
the provisions of the law. The appointment and revocation may be notified to the Bank
by electronic means, and in particular by sending the relevant documentation to the
email address to be mentioned in the invitation addressed to the shareholders as to the
General Meeting.
4. The Board of Directors may decide that the shareholders shall participate to the
voting procedure remotely and by mail or by electronic means according to the
provisions of the law each time applicable. Reference to this regard will be made in the
invitation addressed to the shareholders as to the General Meeting.
5. Copies and extracts of the minutes of the General Meeting shall be certified by
the persons having the right to certify Board resolutions.
ARTICLE 15
RESPONSIBILITIES OF THE GENERAL MEETING
1. The General Meeting is the highest ranking body of the Bank and shall have the
responsibilities provided by law, as each time in effect.
2. Quorum and majority for decision taking by the General Meeting shall be as each
time provided by law.
CHAPTER E
BALANCE SHEET-PROFITS-LOSSES
ARTICLE 16
FISCAL YEAR
The fiscal year shall be of twelve months, starting on the first (1st) of January and ending
on the thirty first (31st) of December each year.
ARTICLE 17
PROFIT DISTRIBUTION
The net profit of the Bank shall arise as per the provisions of the law each time
applicable and shall be distributed according to the law and the resolutions of the
General Meeting.
CHAPTER F
OTHER PROVISIONS
ARTICLE 18
All issues not covered by the present Articles of Association shall be governed by the
provisions of the law on societies anonymes, as each time applicable, and the special
provisions of the law on credit institutions.
ARTICLE 19
TRANSITIONAL PROVISIONS
The first fiscal year of the Bank in its form as a societe anonyme shall begin from the
registration of its establishment with the Commercial Registry and shall end on
31.12.2020.
The first Board of Directors of the Bank in its form as a societe anonyme shall be
constituted by:
1. Georgios Kourletakis son of Petros and Olga, Engineer, born in Kozani in 1955,
resident of Heraklion Crete, at 1A Giouchta str., P.C. 71307, holder of the Greek ID no.
AN458409 issued on 17.01.2017 by the Police Station of Heraklion, holder of the Tax ID
no. 021067361 with the Tax Office of Heraklion, Chairman of the Board-Executive
Member
2. Joseph Sifakis son of Emmanuel and Irene, Academician, born in Heraklion Crete
in 1946, resident of France at 8 Allee du Boutet 38240, Meylan, holder of the Greek ID
no. AN604095 issued on 01.08.2018 by the Police Office of Alimos, holder of the Greek
Tax ID no. 013645398 with the Tax Office of Kalithea, Vice Chairman A –Non executive
Member
3. Antonios Vasilakis son of Constantinos and Maria, Businessman, born in Chania
Crete in 1962, resident of Heraklion Crete at 52 Damvergidon str., P.C. 71202, holder of
the Greek ID no. AK483683 issued on 30.08.2012 by the Police Office of Heraklion,
holder of the Greek Tax ID no. 030973970 with the Tax Office of Heraklion, Vice
Chairman B-Non executive Member
4. Emmanuel Manolidakis son of Charilaos and Eleni, Businessman, born in Ano
Vianno Heraklion in 1955, resident of Heraklion Crete, at 2 Papatziritis str., P.C. 71409,
holder of the Greek ID no. AE457343 issued on 16.01.2007 by the Police Office of
Heraklion, holder of the Greek Tax ID no. 025949810 with the Tax Office of HeraklionNon executive Member
5. Iordanis Chatziconstantinou son of Grigorios and Eleni, Economist, born in
Heraklion Crete in 1982, resident of Gazio Heraklion Crete, at 1 Psiloritis str. P.C. 71414,
holder of the Greek ID no. AM964794 issued on 05.07.2016 by the Police Office of
Heraklion, holder of the Greek Tax ID no. 064228591 with the Tax Office of Heraklion,
Independent Non-executive Member
6. Constantinos Sofronas son of Nikolaos and Eugenia, Pensioner Bank Officer, born
in Akovo Falaisias, Arcadia in 1952, resident of Ano Archanai, at 20 Ilias Voutieridis str.,
P.C. 70100, holder of the Greek ID no. AE461551 issued on 06.03.2007 by the Police
Office of the Prefecture of Heraklion, holder of the Greek Tax ID no. 027255611 with the
Tax Office of Heraklion, Executive Member
7. Constantinos Papadakis son of Andreas and Niki, Lawyer having the right to
practice law before the Supreme Court, born in Heraklion Crete in 1944, resident of
Athens at 23 Amerikis str. P.C. 10672, holder of the Greek ID no. AM516833 issued on
03.03.2016 by the Police Office of Filothei, holder of the Greek Tax ID no. 012256070
with the Tax Office of D of Athens, Non-executive member
8. Georgios Kaloutsakis son of Constantinos and Iliana, Engineer, born in Heraklion
in 1980, resident of Heraklion Crete, at 11 Gianitson str., P.C. 71201, holder of the Greek
ID no. AE459067 issued on 13.02.2007 by the Police Office of Heraklion, holder of the
Tax ID no. 064228197 with the Tax Office of Heraklion, Non-executive Member
9. Thomas Charitakis son of Nikolaos and Evangelia, Businessman, born in
Heraklion Crete in 1973, resident of Agios Nikolaos Crete, at 14 Syntagmatarchou Davaki
str., P.C. 72100, holder of the Greek ID no. AH465286 issued on 08.04.2009 by the Police
Office of Agios Nikolaos Lasithiou, holder of the Greek Tax ID no. 047833916 with the
Tax Office of Agios Nikolaos- Non executive Member
10. Stylianos Vorgias son of Dimitrios and Asimina, Bank Employee, born in Heraklion
Crete in 1969, resident of Heraklion Crete, at 16 Igoumenou Gabriel str. P.C. 71305,
holder of the Greek ID no. AM958993 issued on 22.01.2016 by the Police Office of
Heraklion, holder of the Greek Tax ID no. 078338430 with the Tax Office of Heraklion,
Non-executive Member
The term of the above first Board of Directors shall last until the Ordinary General
Meeting of the shareholders to be convened until the 10
th of September 2021 at the
latest or earlier until the election of a new Board of Directors by an extraordinary
General Meeting of the shareholders of the Bank.
The first auditors of the Bank as a societe anonyme shall be the auditing firm “Grant
Thornton S.A. Auditing Firm and Business Consultants”.
The first Audit Committee of the Bank as a societe anonyme shall be formed by the
following persons:
1. Iordanis Chatziconstantinou son of Grigorios and Eleni, Chairman
2. Antonios Vasilakis son of Constantinos and Maria, Member
3. Emmanuel Manolidakis son of Charilaos and Eleni, Member
The term of the above Audit Committee shall last until the Ordinary General Meeting of
the shareholders to be convened until the 10th of September 2021 at the latest or earlier
until the election of a new Audit Committee by an extraordinary General Meeting of the
shareholders of the Bank.
The conversion shall take place solely upon registration of the present notarial deed and
the relevant approval decision of the competent Authority with the Commercial
Registry. Upon fulfillment of the publication requirements, the following shall be
automatically applicable as to everyone:
a. the converted cooperative shall retain its legal personality and shall continue
under its new legal form without its assets having to be transferred by special or
universal succession, and
b. the administrative licenses that have been issued in favour of the converted
cooperative shall continue to be in force
c. the members of the converted cooperative shall participate in the company
under its new form, according to the provisions governing such new form and
the relevant resolution of the meeting of its members
d. the rights of third parties in corporate participations of the converted
cooperative shall be maintained as to its corporate participations under the new
legal form
e. all pending litigations shall automatically continue without any further
formalities in the name of the cooperative under its new legal form
f. all the agreements and in general all the transactions of the cooperative with
third parties shall continue automatically without any further formalities in the
name of the cooperative under its new legal form.
EXACT COPY OF THE CODIFIED TEXT OF ARTICLES OF ASSOCIATION APPROVED BY THE
EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS DATED 05.05.2022
Heraklion, 5
th of May 2022
The Chairman of the BoD
DIMITRIOS DIMOPOULOS