Incorporation "Human Bank SA"
INCORPORATION - NAME - REGISTERED OFFICE - DURATION - PURPOSE
1. In period 2016 -2017 we will set up a banking corporation under the name "HUMAN BANK SA". The distinctive title is «HUMAN BANK».
2.In relation with other countries, it shall be attributed a true translation for the name of the Bank
The purpose of the Bank as follows:
1. Any work or activity that is authorized to the banks by applicable law, includes but not limits:
a. deposits or other repayable funds
b. granting loans or other credit transactions including factoring
c. lease (leasing)
d. conducting payment transactions, including transfer of funds
e. issuing and administering means of payment (credit and debit cards, travel and bank checks)
f. guarantees and commitments
g. transactions on behalf of the institution or its customers concerning:
i. money market instruments (securities, certificates of deposit, etc.)
iii. financial futures or options,
iv. interest rate swaps and currency swaps
a. participation in securities issues and the provision of related services including, in particular, securities underwriting services
i. providing advice to undertakings on capital structure, business strategy and related counseling issues, as well as services relating to mergers and acquisitions
j. mediation in the interbank markets
k. portfolio management and advice for managing portfolio
l. safekeeping and administration of securities
m. collection and processing of commercial information, including customer credit rating services
n. boxes lease
o. issuance of electronic money
p. activities beyond those mentioned above concerning the provision of major and sequential investment services, as those referred to in Article 4 of Law. 3606/2007 (GG 73 A).
2. The representation of natural or legal persons which pursue the same or a similar purpose.
3. The establishment or participation in any form of business in Greece or abroad, including but not limited to banks and companies operating in the financial sector in general, venture companies (Venture Capital), brokerage, insurance, investment funds, holding companies ( Holding), fund management, real estate investments, payment systems companies, credit risk assessment, multilateral trading facilities, exchanges, companies business management consultancy, computer applications and information technology, electricity production from renewable energy sources, etc.
4. The alignment of business objectives of the Bank with those of social progress and solidarity, of a high and stable economic growth,of the use of best working practices,of the responsible use of natural resources and the promotion of culture and science. To this end, the Bank through corporate social responsibility programs can be engaged in charitable activities.
5. The bank supports business activities that generate both economic, social and environmental benefits, while respecting the principles of sustainable development and responsible environmental behavior.
6. Provision, full accounting, legal coverage, marketing services, market research, integration in European programs for borrowers.
7. Promoting, through synergies, products of borrowers in domestic and international market.
8. Acquisition of majority or minority packages of shares or stock companies, with the aim of increasing profitability while absorbing the products of borrowers, through the creation and networking.
9. Fixed annual funding of charitable-humanitarian activities of recognized religious denominations in Greece, which will participate in the Board of the bank.
The duration of the bank shall be ninety-nine (99) years, commencing on the 1st of September 2016 and expiring on the 31st of August 2115.
1. Headquarters of the Bank will be in the Municipality of Corfu, where the Bank is sued for any dispute, unless otherwise is indicated by law.
2. By decision of the Governing Council the bank may set up branches or agencies or offices anywhere in Greece and abroad.
SHARE CAPITAL - SHARES
The total share capital of the bank amounts to the amount of three hundred million (300,000,000.00) euros divided to thirty million (30,000,000) shares of ten (10.00) each.
Increase in share capital
1. It may increase the share capital through the issue of redeemable shares. These shares may be issued as preference shares with or without voting rights, in accordance with the provisions of the Article 3 of CL 2190/1920. The acquisition is a statement by the Bank in accordance with the procedure which is to be determined by the decision of the competent body deciding the increase and is valid only with a yield of the levy which is not subject to the conditions of the relevant applicable provisions of cl 2190/1920.
2. In case, the Bank has already issued several categories of shares to which voting rights or profit sharing or distribution of proceeds is different, it is possible to increase the capital through shares of only one of those categories. In this case, the right is granted to the shareholders of the other classes only after it is not exercised by the shareholders of the class of the new shares.
SHARES – SHAREHOLDERS
1. The Bank's shares are registered and indivisible.
2. Each shareholder resides wherever deemed, in relations to the Bank that it has legal headquarters and it is subject to the Greek law.
3. Any dispute between the Bank and the shareholders is subject to the exclusive jurisdiction of the Athens courts , even in the cases of any special jurisdiction or jurisdiction.
MANAGEMENT OF THE COMPANY
COMPOSITION - TERM BOARD
1. The Bank is governed by a Board consisting of nine (9) to nineteen (19) members. In the General Assembly, the Council may be elected as members and not shareholders of the Bank.
2. The mandate of the Board is three years long and is extended until the Annual General Meeting is held following the end of its term
. 3. The members of the Board of Directors shall always be re-elected.
REPLACEMENT OF MEMBERS OF THE BOARD
If a Board member resigns, dies or forfeits his office in any manner or is deprived by the Board of Directors due to unjustified absence from meetings for three consecutive months, the Board may continue the management and representation of the Bank without replacing the missing members provided that the remaining members are at least nine (9). If the Board members fall below nine (9) the Board of Directors shall elect a replacement for the remaining term of the member being replaced until at least the number of nine (9). The decision of election is subject to the publicity formalities of the article 7b of CL 2190/1920, as applicable, and is announced by the Board at the next General Assembly, which may replace the elected members even if there is no relevant item on the agenda. However, the acts of a member of the Board so as to be elected in this way are considered valid even if the member is replaced by the General Assembly.
CONSTITUTION OF THE BOARD BODY
1. The Board immediately after its election meets and forms a body electing the President, and one or more Vice Chairmen and Managing or Executive Directors among its members.
2. The President who presides over the Board of Directors shall also preside at the meetings, and when absent or prevented from acting so, one of the Vice Chairmen of the Board and such other member designated by the Board of Director,shall do so.
3. One of its members or any third party appointed by the Board shall act as a secretary of the Board.
CONVOCATION OF THE BOARD
1. The Management of the Board shall be convened by the Chairman or his deputy and meet at the headquarters of the Bank or via teleconference, in accordance with the applicable provisions of cl 2190/1920, at least once a month.
2. The Board may meet validly and in every place in Greece or abroad where the Bank has installed business or credit institution subsidiaries.
REPRESENTATION OF DIRECTORS
Board members may be represented at meetings only by another member of the Board, authorized by letter (including dispatch by electronic mail),or telegraph.
QUORUM – MAJORITY
1. The Board of Directors is in quorum and convenes validly when it is represented at least by half of its members, but it is never allowed, the number of the members to be less than five (5). When the Board meets by teleconference the members participating in the teleconference are considered physically present.
2. The decisions of the Board are taken by absolute majority of present and represented unless the law or this Statute indicates otherwise.
3. The preparation and signing of minutes by all Board members or their representatives is equivalent to a decision of the Board, even if no meeting has proceeded.
MINUTES OF THE BOARD
1. The discussions and decisions of the Board are recorded in summary in a special book that may be held in the computer system. At the request of a Board member, the Chairman is obliged to record in the minutes an accurate summary of his opinion. This book also recognizes a list of those present or represented at the meeting of the Board members.
2. The minutes of the Board are signed by the President or the Vice-President or the Executive or the Executive director who is designated by the Board of Directors and the Secretary of the Board. Copies or extracts of the minutes shall be issued by them without requiring any other validation.
POWERS - POWERS OF THE BOARD
1. The Board represents the Bank and shall have jurisdiction, without any limitation, on any matter concerning the Bank's administration, or management of its assets and the pursuit of its purposes generally. The Board is not entitled to decide on matters that according to law or the articles are the sole responsibility of the General Assembly.
2. Especially for the submission of indictments and lawsuits, the representation before the criminal courts as a civil claimant in the Bank at any level of jurisdiction, appeals against the decisions of the Criminal Courts and legislators, the Bank's representation before the courts as the applicant for registration underwritings favor or as defendant to remove underwritings and participation in the auction procedures for bidding for the Bank and collecting auction, the Bank represents the responsible Director or Deputy Director or Manager of each store of whom will act together or separately..
3. The Governing Council with a 2/3 majority of its members is entitled to decide on the issuance, unless a bond loan is in accordance with the Article 3b of CL 2190/20.If this responsibility of the Board is not passed, the Board shall decide to authorize a member or members to define specific terms of the bond, unless the type and height indicates otherwise.
1. The Board of Directors may delegate by resolution the representation of the Bank and exercise all or some of its powers or responsibilities except those requiring collective action, one or more persons or not members of the Board, determining simultaneously the extent of the powers assigned to them.
2. Any document by which the Bank undertakes any obligations to be binding must be signed by a person or persons of the Board members, employees of the Bank or third parties, such a time which will be determined by the Board of Directors.
COMPENSATION OF THE BOARD MEMBERS
1. The Board members shall be compensated and all the details shall be determined by a special decision of the General Assembly.
CONVOCATION OF GENERAL MEETING
The General Assembly necessarily meets at the headquarters of the Bank or in another municipality within the prefecture of the headquarters or other neighboring municipality of the registered office or at the periphery of the municipality where the headquarters of the Athens Stock Exchange are , at least once every fiscal year and within six (6 ) months from the end of this year.
PARTICIPATION IN THE GENERAL MEETING – REPRESENTATION
1. The shareholders participate in the General Meeting in person or by their duly authorized representative whom they appoint and revoke according to the applicable provisions of law.
2. The notification to the Bank of the appointment or revocation of a proxy of the shareholder shall be made by electronic means, notably by sending relevant documents by email to the email address and will be published in the invitation to the shareholders in the General Meeting.
CHAIRMAN - SECRETARY OF THE GENERAL ASSEMBLY
1. The General Assembly provisionally is chaired by the Chairman of the Board or, if he is incapacitated or absent, the Vice Chairman of the Board or another person shall be appointed by the Chairman or the Board.
2. Following the declaration as a definitive list of shareholders entitled to vote, the General Assembly shall elect its President and one or more Secretaries and tellers.
POWERS OF THE GENERAL ASSEMBLY
The responsibilities of the General Meeting are those laid down in the applicable legislation and as referred to in this Statute.
Issues discussed -MINUTES OF THE GENERAL MEETING
1. Subject to subsection 3 of Article 9 of this Statute, the discussions and decisions of the General Assembly, ordinary or extraordinary, are limited to the items on the agenda.
2. The deliberations and decisions of the General Assembly are briefly recorded in a special book and signed by the President and the Secretaries.
3. Copies and excerpts of the General Meeting minutes are certified by the Chairman of the Board or his deputy.
BALANCE SHEET - PROFIT - LOSS
DURING FISCAL YEAR
The financial year is twelve months, beginning on the first (1) of January and ends on the thirty-first (31) of December of each year.
Allocation of profits
The profit distribution is as follows:
Transfer profit to retained earnings and their subsequent capitalization.
The entire new text of the Statutes, which is modeled after any modification thereof,shall be made under the responsibility of the Board, without a decision of the General Assembly and approval by the competent authority. The new text of the statute must be signed by the Chairman of the Board or his deputy.
For any matter not provided for by this Statute of CL provisions 2190/20 as applicable, the special provisions on credit institutions shall be provided.
In case of failure of the purpose, the credit institution enters into winding up proceedings in accordance with the provisions of cl 2190/1920 and the remaining assets, after completing the above procedure,shall be distributed equally to the charitable institutions of Greece or Cyprus, as described in Charitable institutions page