Quarterly Report • Sep 23, 2015
Quarterly Report
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(In accordance with the International Accounting Standard 34)
Athens November 9, 2009
| Interim Consolidated Financial Statements as at 30.9.2009 (In accordance with IAS 34) |
|
|---|---|
| ► Interim Consolidated Income Statement3 | |
| ► Interim Consolidated Balance Sheet. | 4 |
| ► Interim Consolidated Statement of Comprehensive Income. | 5 |
| ► Interim Consolidated Statement of Changes in Equity . | 6 |
| ► Interim Consolidated Statement of Cash Flows. | 8 |
| ► Notes to the Interim Consolidated Financial Statements | |
| General Information. | 9 |
| Accounting policies applied | |
| 1 Basis of presentation. . |
11 |
| Income Statement | |
| 2 Impairment losses and provisions to cover credit risk. . |
13 |
| 3 Income tax |
13 |
| 4 Earnings per share |
15 |
| Assets | |
| 5 Loans and advances to customers. . |
16 |
| 6 Investment securities |
17 |
| 7 Investment property. |
18 |
| 8 Property, plant and equipment |
19 |
| 9 Goodwill and other intangible assets |
20 |
| Liabilities | |
| 10 Due to banks |
21 |
| 11 Debt securities in issue and other borrowed funds |
21 |
| 12 Provisions |
23 |
| Equity | |
| 13 Share capital, Retained earnings and Treasury shares |
24 |
| Additional Information | |
| 14 Contingent liabilities and commitments |
26 |
| 15 Group consolidated companies |
29 |
| 16 Operating segment |
30 |
| 17 Capital adequacy. . |
32 |
| 18 Related-party transactions |
32 |
| 19 Corporate events |
33 |
| 20 Events after the balance sheet date |
35 |
| Independent Auditors' Report on Review of Interim Financial Information. . | 37 |
| (Thousands of Euro) | |||||
|---|---|---|---|---|---|
| Note | From 1 January to 30.9.2009 |
30.9.2008 | From 1 July to 30.9.2009 |
30.9.2008 | |
| Interest and similar income | 3,003,011 | 3,235,842 | 965,711 | 1,159,790 | |
| Interest expense and similar charges | (1,698,606) | (1,873,466) | (506,187) | (695,249) | |
| Net interest income | 1,304,405 | 1,362,376 | 459,524 | 464,541 | |
| Fee and commission income | 320,617 | 402,477 | 108,048 | 138,826 | |
| Commission expense | (34,140) | (49,208) | (12,754) | (19,381) | |
| Net fee and commission income | 286,477 | 353,269 | 95,294 | 119,445 | |
| Dividend income | 2,613 | 2,522 | 327 | 165 | |
| Gains less losses on financial transactions | 161,283 | 38,144 | 62,615 | (2,153) | |
| Other income | 49,175 | 58,525 | 15,663 | 17,707 | |
| 213,071 | 99,191 | 78,605 | 15,719 | ||
| Total income | 1,803,953 | 1,814,836 | 633,423 | 599,705 | |
| Staff costs | (416,127) | (436,511) | (137,983) | (151,261) | |
| General administrative expenses | (381,291) | (340,741) | (135,116) | (119,564) | |
| Depreciation and amortization expenses | 7, 8, 9 | (68,900) | (64,739) | (22,635) | (22,559) |
| Other expenses | (3,051) | (2,781) | (737) | (1,125) | |
| Total expenses | (869,369) | (844,772) | (296,471) | (294,509) | |
| Impairment losses and provisions to cover credit risk |
2 | (496,745) | (266,019) | (170,030) | (124,063) |
| Share of profit/(loss) of associates | (2,617) | 7,700 | 972 | 7,679 | |
| Profit before income tax | 435,222 | 711,745 | 167,894 | 188,812 | |
| Income tax | 3 | (91,408) | (142,199) | (37,942) | (34,118) |
| Profit after income tax | 343,814 | 569,546 | 129,952 | 154,694 | |
| Profit attributable to: | |||||
| Equity owners of the Bank | 344,654 | 567,833 | 129,947 | 153,701 | |
| Minority interest | (840) | 1,713 | 5 | 993 | |
| Earnings per share: | |||||
| Basic and diluted (€ per share) | 4 | 0.76 | 1.40 | 0.26 | 0.38 |
| (Thousands of Euro) | ||||
|---|---|---|---|---|
| Note | 30.9.2009 | 31.12.2008 | ||
| ASSETS | ||||
| Cash and balances with Central Banks | 2,573,107 | 3,450,947 | ||
| Due from banks | 4,724,587 | 2,829,970 | ||
| Securities held for trading | 98,033 | 81,135 | ||
| Derivative financial assets | 387,603 | 485,026 | ||
| Loans and advances to customers | 5 | 51,011,568 | 50,704,702 | |
| Investment securities | ||||
| -Available for sale | 6 | 2,225,293 | 752,526 | |
| -Held to maturity | 6 | 5,245,860 | 4,488,709 | |
| Investments in associates | 56,621 | 59,260 | ||
| Investment property | 7 | 73,089 | 66,875 | |
| Property, plant and equipment | 8 | 1,269,807 | 1,254,240 | |
| Goodwill and other intangible assets | 9 | 172,325 | 159,961 | |
| Deferred tax assets | 302,612 | 333,499 | ||
| Other assets | 557,272 | 549,299 | ||
| 68,697,777 | 65,216,149 | |||
| Non-current assets held for sale | 108,545 | 53,805 | ||
| Total Assets | 68,806,322 | 65,269,954 | ||
| LIABILITIES | ||||
| Due to banks | 10 | 12,189,495 | 8,963,796 | |
| Derivative financial liabilities | 648,712 | 805,346 | ||
| Due to customers (including debt securities in issue) | 41,918,646 | 42,546,777 | ||
| Debt securities in issue held by institutional investors and other borrowed | ||||
| funds | 11 | 7,106,454 | 7,241,185 | |
| Liabilities for current income tax and other taxes | 82,967 | 128,062 | ||
| Deferred tax liabilities | 216,613 | 197,779 | ||
| Employee defined benefit obligations | 46,455 | 42,762 | ||
| Other liabilities | 1,521,854 | 1,350,287 | ||
| Provisions | 12 | 55,404 | 53,263 | |
| Total Liabilities | 63,786,600 | 61,329,257 | ||
| EQUITY | ||||
| Equity attributable to equity owners of the Bank | ||||
| Share Capital | 13 | 2,871,590 | 1,931,590 | |
| Reserves | 236,028 | 188,404 | ||
| Retained earnings | 13 | 1,305,527 | 969,815 | |
| Treasury shares | 13 | (68,985) | ||
| 4,413,145 | 3,020,824 | |||
| Minority interest | 17,830 | 32,567 | ||
| Hybrid securities | 588,747 | 887,306 | ||
| Total Equity | 5,019,722 | 3,940,697 | ||
| Total Liabilities and Equity | 68,806,322 | 65,269,954 |
| (Thousands of Euro) | |||||
|---|---|---|---|---|---|
| From 1 January to | From 1 July to | ||||
| Note | 30.9.2009 | 30.9.2008 | 30.9.2009 | 30.9.2008 | |
| Profit after income tax, recognized in the income statement |
343,814 | 569,546 | 129,952 | 154,694 | |
| Other comprehensive income recognized directly in Equity: |
|||||
| Change in available for sale securities reserve | 3 | 63,058 | (64,759) | (12,130) | (10,486) |
| Exchange differences on translating foreign operations | 3 | (20,709) | (866) | (10,902) | 1,087 |
| Income tax | 3 | (11,585) | 14,953 | 6,993 | 920 |
| Total of other comprehensive income recognized | |||||
| directly in equity after income tax | 3 | 30,764 | (50,672) | (16,039) | (8,479) |
| Total comprehensive income for the period, after income tax |
374,578 | 518,874 | 113,913 | 146,215 | |
| Total comprehensive income for the period attributable to: |
|||||
| Equity owners of the Bank | 375,414 | 517,179 | 114,006 | 145,266 | |
| Minority interest | (836) | 1,695 | (93) | 949 |
| (Thousands of Euro) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Share capital |
Share premium |
Reserves | Retained earnings |
Treasury shares |
Total | Minority interest |
Hybrid securities |
Total | |
| Balance 1.1.2008 | 1,602,809 | 184,033 | 445,662 | 1,138,195 | (188 ) 3,370,511 | 32,859 | 887,894 | 4,291,264 | ||
| Changes for the period 1.1 - 30.9.2008 |
||||||||||
| Profit for the period, after income tax |
567,833 | 567,833 | 1,713 | 569,546 | ||||||
| Other comprehensive income recognized directly in Equity, after income tax |
(50,654) | (50,654) | (18) | (50,672) | ||||||
| Total comprehensive income for the period, after income tax |
(50,654) | 567,833 | 517,179 | 1,695 | 518,874 | |||||
| Share capital increase by capitalization of share premium and retained earnings |
328,781 | (184,033) | (144,748) | |||||||
| Expenses relating to the share capital increase |
(2,204) | (2,204) | (2,204) | |||||||
| Purchases/sales and change of ownership interests in subsidiaries Purchases/sales of |
(18) | (4,714) | (4,732) | 5,193 | 461 | |||||
| treasury shares and hybrid securities |
(66,848) | (31,733) | (98,581) | 12 | (98,569) | |||||
| Dividends distributed to equity owners of the Bank and minority interest |
(362,199) | (362,199) | (532) | (362,731) | ||||||
| Dividends paid to hybrid securities owners |
(52,824) | (52,824) | (52,824) | |||||||
| Appropriation to reserves Other |
47,659 | (47,659) (2,915) |
(2,915) | (2,915) | ||||||
| Balance 30.9.2008 | 1,931,590 | 442,649 | 1,021,917 | (31,921) 3,364,235 | 39,215 | 887,906 | 4,291,356 | |||
| Changes for the period 1.10 - 31.12.2008 |
||||||||||
| Profit for the period, after income tax Other comprehensive |
(55,766) | (55,766) | (333) | (56,099) | ||||||
| income recognized directly in Equity, after income tax |
(250,884) | (250,884) | (3,366) | (254,250) | ||||||
| Total comprehensive income for the period, after income tax |
(250,884) | (55,766) | (306,650) | (3,699) | (310,349) | |||||
| Purchases/sales and change of ownership interests in subsidiaries |
(3,366) | (556) | (3,922) | (2,949) | (6,871) | |||||
| Purchases/sales of treasury shares and hybrid securities |
9,059 | (37,064) | (28,005) | (600) | (28,605) | |||||
| Dividends paid to hybrid securities owners |
(5,751) | (5,751) | (5,751) | |||||||
| Appropriation to reserves | 5 | (5) | ||||||||
| Other | 917 | 917 | 917 | |||||||
| Balance 31.12.2008 | 1,931,590 | 188,404 | 969,815 | (68,985) 3,020,824 | 32,567 | 887,306 | 3,940,697 |
| Note | Share capital |
Share premium |
Reserves | Retained earnings |
Treasury shares |
Total | Minority interest |
Hybrid securities |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance 1.1.2009 | 1,931,590 | 188,404 | 969,815 | (68,985) 3,020,824 | 32,567 | 887,306 | 3,940,697 | |||
| Changes for the period 1.1 - 30.9.2009 |
||||||||||
| Profit for the period, after income tax |
344,654 | 344,654 | (840) | 343,814 | ||||||
| Other comprehensive income recognized directly in Equity, after income tax |
30,760 | 30,760 | 4 | 30,764 | ||||||
| Total comprehensive income for the period, after income tax |
30,760 | 344,654 | 375,414 | (836) | 374,578 | |||||
| Share capital increase with the issuance of preference shares acquired by the Greek State |
13a | 940,000 | 940,000 | 940,000 | ||||||
| Expenses relating to the share capital increase |
(10,340) | (10,340) | (10,340) | |||||||
| Purchases/sales and change of ownership interests in subsidiaries |
886 | 886 | (13,520) | (12,634) | ||||||
| Purchases/sales of treasury shares and hybrid securities |
69,975 | 68,985 | 138,960 | (298,559) | (159,599) | |||||
| Dividends distributed to equity owners of the Bank and minority interest |
(381) | (381) | ||||||||
| Dividends paid to hybrid securities owners |
(51,231) | (51,231) | (51,231) | |||||||
| Appropriation to reserves Other |
16,864 | (16,864) (1,368) |
(1,368) | (1,368) | ||||||
| Balance 30.9.2009 | 2,871,590 | 236,028 | 1,305,527 | 4,413,145 | 17,830 | 588,747 | 5,019,722 |
(Thousands of Euro)
| (Thousands of Euro) | |||
|---|---|---|---|
| From 1 January to | |||
| Note | 30.9.2009 | 30.9.2008 | |
| Cash flows from operating activities | |||
| Profit before income tax | 435,222 | 711,745 | |
| Adjustments for: | |||
| Depreciation of fixed assets | 7, 8 | 49,441 | 43,491 |
| Amortization of intangible assets | 9 | 19,459 | 21,248 |
| Impairment losses from loans and provisions | 571,442 | 279,681 | |
| Other adjustments | (5,574) | ||
| (Gains)/losses from investing activities | (145,741) | 16,102 | |
| (Gains)/losses from financing activities | 15,749 | 32,637 | |
| Share of (profit)/loss from associates | 2,617 | (7,700) | |
| 948,189 | 1,091,630 | ||
| Net (increase)/decrease in assets relating to operating activities: | |||
| Due from banks | 740,123 | 1,027,810 | |
| Securities held for trading and derivative financial assets | 80,525 | 108,392 | |
| Loans and advances to customers | (888,550) | (7,820,518) | |
| Other assets Net increase/(decrease) in liabilities relating to operating activities: |
(7,973) | (81,689) | |
| Due to banks | 3,225,754 | 1,829,352 | |
| Derivative financial liabilities | (156,633) | 89,322 | |
| Due to customers | (1,612,089) | 7,412,756 | |
| Other liabilities | 186,789 | 479,155 | |
| Net cash flows from operating activities before taxes | 2,516,135 | 4,136,210 | |
| Income taxes and other taxes paid | (123,372) | (124,105) | |
| Net cash flows from operating activities | 2,392,763 | 4,012,105 | |
| Cash flows from investing activities | |||
| Acquisitions of subsidiaries and associates | (18,885) | (199,360) | |
| Proceeds from sale of investments in subsidiaries and associates | 1,694 | ||
| Dividends received | 2,613 | 2,669 | |
| Purchases of fixed and intangible assets | (158,517) | (130,966) | |
| Disposals of fixed and intangible assets | 8,525 | 22,987 | |
| Net (increase)/decrease in investment securities | (1,080,897) | (1,994,679) | |
| Net cash flows from investing activities | (1,247,161) | (2,297,655) | |
| Cash flows from financing activities | |||
| Expenses relating to the share capital increase | (10,340) | (2,204) | |
| Dividends paid | (784) | (360,693) | |
| (Purchases)/sales of treasury shares | 71,495 | (86,024) | |
| Debt issue | 992,750 | 100,000 | |
| Repayment of debt securities | (141,737) | (284,625) | |
| (Purchases)/sales of hybrid securities | (228,584) | (7) | |
| Dividends paid to hybrid securities owners | (51,231) | (52,824) | |
| Net cash flows from financing activities | 631,569 | (686,377) | |
| Effect of exchange rate fluctuations on cash and cash equivalents | (20,709) | 256 | |
| Net increase/(decrease) in cash and cash equivalents | 1,756,462 | 1,028,329 | |
| Cash and cash equivalents at the beginning of the period | 3,013,636 | 3,792,031 | |
| Cash and cash equivalents at the end of the period | 4,770,098 | 4,820,360 |
The Alpha Bank Group, which includes companies in Greece and abroad, offers the following services: corporate and retail banking, financial services, investment banking and brokerage services, insurance services, real estate management, hotel activities.
The parent company of the Group is ALPHA BANK A.E. which operates under the brand name of ALPHA BANK. The Bank's registered office is 40 Stadiou Street, Athens and it is listed as a societe anonyme with registration number 6066/06/B/86/05. The Bank's duration is until 2100 which can be extended by the General Meeting of Shareholders.
In accordance with article 4 of the Articles of Incorporation, the Bank's objective is to engage, on its own account or on behalf of third parties, in Greece and abroad, independently or collectively, including joint ventures with third parties, in any and all (main and secondary) operations, activities, transactions and services allowed to credit institutions, in conformity with whatever rules and regulations (domestic, Community, foreign) may be in force each time. In order to serve this objective, the Bank may perform any kind of action, operation or transaction which, directly or indirectly, is pertinent, complementary or auxiliary to the purposes mentioned above.
In the context of Bank's participation to the requirements of Law 3723/2008, referring to the enhancement of economy's liquidity, the extraordinary General Meeting of Shareholders held on 12.1.2009 approved the following:
Following to the above, the decision of the Minister of Economy and Finance has appointed Mr. George I. Mergos as a Greek State representative to Bank's Board of Directors.
Therefore the Board of Directors as at 30 September 2009 consists of:
CHAIRMAN (Executive Member) Yannis S. Costopoulos
VICE CHAIRMAN (Non-Executive Independent Member) Minas G. Tanes***
EXECUTIVE MEMBERS
MANAGING DIRECTOR Demetrios P. Mantzounis
EXECUTIVE DIRECTORS AND GENERAL MANAGERS Marinos S. Yannopoulos (CFO)*** Spyros N. Filaretos (COO) Artemis Ch. Theodoridis
Sophia G. Eleftheroudaki Paul G. Karakostas* Nicholaos I. Manessis ** Ioanna E. Papadopoulou
* Member of the Audit Committee
** Member of the Remuneration Committee
*** Member of the Risk Management Committee
George E. Agouridis * Pavlos A. Apostolides ** Thanos M. Veremis Evangelos J. Kaloussis */*** Ioannis K. Lyras **
George I. Mergos
Hector P. Verykios
The term of the Board of Directors ends in 2010, apart from the Greek State's representative whose term ends as stated in Law 3723/2008.
The Ordinary General Meeting of Shareholders, held on 23.6.2009, has appointed as auditors of the semi-annual and year end financial statements for 2009 the following:
Principal Auditors: Nick E. Vouniseas
Charalambos G. Sirounis
Substitute Auditors: Nikolaos Ch. Tsiboukas
John A. Achilas
of KPMG Certified Auditors A.E.
The Bank's shares have been listed in the Athens Stock Exchange since 1925. As at 30 September 2009 Alpha Bank was ranked sixth in terms of market capitalization. The Bank is included in a series of international indices, such as S&P Europe 350, FTSE Med 100, DJ Euro Stoxx and FTSE4 Good.
Apart from the Greek listing, the shares of the Bank are listed in the London Stock Exchange in the form of international certificates (GDR's) and they are traded over the counter in New York (ADR's).
As at 30 September 2009 the Bank has 410,976,652 ordinary and 200,000,000 preference shares in issue (note 13a).
During the nine month period of 2009 an average of 1,659,817 shares have been traded daily.
The credit rating of the Bank performed by three international credit rating agencies is as follows:
The financial statements have been approved by the Board of Directors on November 9, 2009.
* Member of the Audit Committee
** Member of the Remuneration Committee
*** Member of the Risk Management Committee
The Group has prepared the condensed interim financial statements as at 30 September 2009 in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting.
The financial statements have been prepared on the historical cost basis except for the following assets and liabilities which are measured at fair value:
The financial statements are presented in Euro rounded to the nearest thousand unless otherwise indicated.
The estimates and judgments applied by the Group in preparing the financial statements are based on historical information and assumptions which at present are considered appropriate.
The estimates and assumptions are reviewed on an ongoing basis to take into account current conditions and the effect of any revisions is recognized in the period in which the estimate is revised.
The accounting policies applied by the Group in preparing the condensed interim financial statements are consistent with those stated in the published financial statements for the year ended 31 December 2008, after taking into account the following:
• Amendment of International Accounting Standard 1 «Presentation of financial statements» (Regulation 1274/17.12.2008)
On 6.9.2007, the International Accounting Standards Board (IASB) published the revised version of IAS 1 which introduces changes in the presentation of financial statements. The adoption of this amendment by the Group resulted in the following changes:
This standard replaces IAS 14 «Segment reporting» and introduces changes in the definition of operating segments, in the measurement of their financial data and in their presentation in the financial statements.
The adoption of the standard did not have any impact on the presentation of the segment reporting in the Group's financial statements.
• Amendment of International Accounting Standard 27 «Consolidated and Separate Financial Statements» and of International Financial Reporting Standard 1 «First Time Adoption of International Financial Reporting Standards» regarding «the cost of an investment in a subsidiary, associate or jointly controlled entity» (Regulation 69/23.1.2009).
With this amendment, issued by the IASB on 22.5.2008, it is defined that the distribution of profits relating to periods prior to acquisition should be accounted in the income statement as dividend income. With regards to the first time adopters of IFRS, options are provided on the cost measurement of an investment in a subsidiary, associate or jointly controlled entity.
The adoption of the standard did not have any impact on the Group's financial statements.
In addition, the Group applied from 1.1.2009 the following amendments and interpretations which were issued by IASB, adopted by the European Union but did not have a significant impact on its financial statements:
Amendment of International Financial Reporting Standard 2 «Share based payments» (Regulation 1261/16.12.2008)
Amendment of International Accounting Standard 32 «Financial instruments: Presentation» and 1 «Presentation of Financial Statements» (Regulation 53/21.1.2009)
The adoption by the European Union, by 31.12.2009, of new standards, interpretations or amendments, which have been issued or may be issued during the year by the International Accounting Standards Board (IASB) and their mandatory or optional adoption for periods beginning on or after 1.1.2009, may retrospectively affect the amounts presented in these interim financial statements.
| From 1 January to | From 1 July to | ||||
|---|---|---|---|---|---|
| 30.9.2009 | 30.9.2008 | 30.9.2009 | 30.9.2008 | ||
| Impairment losses on loans and advances to customers | 515,032 | 320,822 | 177,368 | 169,161 | |
| Reversal of impairment losses from due from banks | (4) | (24) | (4) | ||
| Provisions to cover credit risk relating to | |||||
| off balance sheet items | (4,313) | (38,133) | (2,290) | (39,695) | |
| Recoveries | (13,970) | (16,646) | (5,048) | (5,399) | |
| Total | 496,745 | 266,019 | 170,030 | 124,063 |
In accordance with Greek tax law the profits of entities in Greece are taxed at a rate of 25%. According to Law 3697/2008 the tax rate is reduced by one percent each year starting from 2010 until the rate reaches 20% in 2014 and thereafter.
In accordance with article 26 of Law 3634/2008 income tax is imposed for the fiscal year 2007, at the current tax rate (25%), on profits which previously were not subject to tax until distributed or capitalized (interest on Greek government bonds, gains from the sale of listed shares etc.). Dividend income is not subject to tax since it has been already taxed at the corporate level. The same applies to profit arising from transfer of receivables for securitization purposes according to article 14 of Law 3156/2003.
Dividends distributed by entities established in Greece and approved by the General Meetings of Shareholders held after 1.1.2009 are subject to a withholding tax of 10% with no further tax obligation for the beneficiary (Law 3697/2008).
The tax rates of years 2008 and 2009 of the subsidiaries and the Bank's branches operating abroad, are as follows:
| 2008 | 2009 | |
|---|---|---|
| % | % | |
| Cyprus | 10 | 10 |
| Bulgaria | 10 | 10 |
| Serbia | 10 | 10 |
| Romania | 16 | 16 |
| FYROM | 10 | 10 (1) |
| Albania | 10 | 10 |
| Ukraine | 25 | 25 |
| Jersey | 20 | 10 |
| United Kingdom | 28 | 28 |
| Luxemburg | 29.63 | 28.59 |
The income tax expense is analysed as follows:
| From 1 January to | From 1 July to | ||||
|---|---|---|---|---|---|
| 30.9.2009 | 30.9.2008 | 30.9.2009 | 30.9.2008 | ||
| Current | 61,283 | 101,774 | 33,079 | 36,846 | |
| Deferred | 30,125 | 40,425 | 4,863 | (2,728) | |
| Total | 91,408 | 142,199 | 37,942 | 34,118 |
(1)From 1.1.2009 non distributable profits are not subject to tax. When distributed they are taxed at the rate applicable on the date of distribution.
Deferred tax recognized in the income statement is attributable to the following temporary differences:
| From 1 January to | From 1 July to | ||||
|---|---|---|---|---|---|
| 30.9.2009 | 30.9.2008 | 30.9.2009 | 30.9.2008 | ||
| Depreciation and fixed assets write-offs | 2,305 | 3,007 | 1,030 | 1,363 | |
| Valuation of loans | (4,237) | 13,449 | 13,654 | 31,202 | |
| Suspension of interest accruals | 22,404 | 29,736 | 10,543 | 11,055 | |
| Loans impairment | (28,191) | 3,279 | (11,427) | 431 | |
| Liabilities to Common Insurance Fund of Bank Employees | 13,399 | 12,720 | (1,128) | (1,346) | |
| Valuation of derivatives | 19,143 | (11,989) | (9,296) | (24,265) | |
| Effective interest rate | 5,610 | 8,780 | 3,316 | 4,146 | |
| Valuation of liabilities to credit institutions | |||||
| and other borrowed funds due to fair value hedge | (1,384) | (2,572) | (113) | (7,261) | |
| Valuation of bonds | 7,450 | (16,135) | (1,946) | (16,309) | |
| Valuation of other securities | (741) | (6,979) | (378) | (1,369) | |
| Tax losses carried forward | 385 | 797 | (894) | ||
| Other temporary differences | (6,018) | 7,129 | (189) | 519 | |
| Total | 30,125 | 40,425 | 4,863 | (2,728) |
Reconciliation of effective and nominal tax rate:
| 30.9.2009 | From 1 January to | From 1 July to | 30.9.2008 | |||||
|---|---|---|---|---|---|---|---|---|
| 30.9.2008 | 30.9.2009 | |||||||
| Profit before income tax | % | 435,222 | % | 711,745 | % | 167,894 | % | 188,812 |
| Income tax (nominal tax rate) |
23.74 | 103,307 | 23.06 | 164,135 | 24.06 | 40,390 | 22.51 | 42,501 |
| Increase/(decrease) due to: Additional tax on income of |
||||||||
| fixed assets | 0.05 | 215 | 0.04 | 256 | 0.04 | 68 | 0.02 | 30 |
| Non taxable income | (4.88) | (21,249) | (2.28) | (16,240) | (6.54) | (10,986) | 0.50 | 941 |
| Non deductible expenses | 0.84 | 3,662 | 0.95 | 6,807 | 0.99 | 1,655 | 1.49 | 2,804 |
| Other temporary differences | 1.25 | 5,473 | (1.79) | (12,759) | 4.05 | 6,815 | (6,44) | (12,158) |
| Income tax (effective tax rate) |
21.00 | 91,408 | 19.98 | 142,199 | 22.60 | 37,942 | 18.08 | 34,118 |
The nominal income tax rate of 23.74% for the nine month period of 2009 and 23.06% for the nine month period of 2008 is the weighted average of the nominal income tax rate and the profit before tax of the Group's subsidiaries.
| From 1 January to | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 30.9.2009 | 30.9.2008 | ||||||||
| Before income tax |
Income tax | After income tax |
Before income tax |
Income tax | After income tax |
||||
| Change in available for sale securities reserve |
63,058 | (11,585) | 51,473 | (64,759) | 14,953 | (49,806) | |||
| Exchange differences on translating foreign operations |
(20,709) | (20,709) | (866) | (866) | |||||
| Total | 42,349 | (11,585) | 30,764 | (65,625) | 14,953 | (50,672) |
| From 1 July to | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 30.9.2009 | 30.9.2008 | ||||||||
| Before income tax |
Income tax | After income tax |
Before income tax |
Income tax | After income tax |
||||
| Change in available for sale securities reserve |
(12,130) | 6,993 | (5,137) | (10,486) | 920 | (9,566) | |||
| Exchange differences on translating foreign operations |
(10,902) | (10,902) | 1,087 | 1,087 | |||||
| Total | (23,032) | 6,993 | (16,039) | (9,399) | 920 | (8,479) |
Basic earnings per share are calculated by dividing the profit after income tax for the period, attributable to ordinary equity owners of the Bank, by the weighted average number of ordinary shares outstanding, after deducting the weighted average number of treasury shares held by Group companies, during the period.
Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
The Group does not have diluted potential ordinary shares and additionally, based on the preference shares terms of issuance (note 13a), basic and dilutive earnings per share should not differ.
| From 1 January to | From 1 July to | |||
|---|---|---|---|---|
| 30.9.2009 | 30.9.2008 | 30.9.2009 | 30.9.2008 | |
| Profit attributable to ordinary equity owners | ||||
| of the Bank | 344,654 | 567,833 | 129,947 | 153,701 |
| Less: Return on preference shares of the Hellenic Republic | ||||
| (Law 3723/2008) | (34,728) | (24,022) | ||
| 309,926 | 567,833 | 105,925 | 153,701 | |
| Weighted average number of outstanding ordinary shares | 405,577,102 | 405,207,665 | 406,904,929 | 409,620,895 |
| Basic earnings per share (in €) | 0.76 | 1.40 | 0.26 | 0.38 |
| Diluted earnings per share (in €) | 0.76 | 1.40 | 0.26 | 0.38 |
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Individuals: | ||
| Mortgages: | ||
| - Non-Securitized | 10,908,918 | 10,822,806 |
| - Securitized | 2,714,082 | 2,715,262 |
| Consumer: | ||
| - Non-Securitized | 3,350,438 | 3,183,581 |
| - Securitized | 1,459,646 | 1,485,843 |
| Credit cards | 1,278,125 | 1,285,118 |
| Other | 77,674 | 119,399 |
| Total | 19,788,883 | 19,612,009 |
| Companies: Corporate loans (1) : |
||
| - Non-Securitized | 26,976,347 | 29,779,390 |
| - Securitized | 3,110,268 | |
| Leasing | 1,354,327 | 1,448,224 |
| Factoring | 462,126 | 599,888 |
| Total | 31,903,068 | 31,827,502 |
| Receivables from insurance and re-insurance activities | 9,695 | 9,950 |
| Other receivables | 861,409 | 531,235 |
| 52,563,055 | 51,980,696 | |
| Less: | ||
| Allowance for impairment losses (2) | (1,551,487) | (1,275,994) |
| Total | 51,011,568 | 50,704,702 |
| Balance 1.1.2008 Changes for the period 1.1. - 30.9.2008 |
840,594 |
|---|---|
| Change in present value of impairment reserve | 37,553 |
| Foreign exchange differences | 1,121 |
| Impairment losses for the period (note 2) | 320,822 |
| Loans written-off during the period | (206,373) |
| Balance 30.9.2008 | 993,717 |
| Changes for the period 1.10. - 31.12.2008 | |
| Change in present value of impairment reserve | 26,900 |
| Foreign exchange differences | (9,227) |
| Impairment losses for the period | 280,463 |
| Loans written-off during the period | (15,859) |
| Balance 31.12.2008 | 1,275,994 |
| Changes for the period 1.1. - 30.9.2009 | |
| Change in present value of impairment reserve | 56,502 |
| Foreign exchange differences | (2,204) |
| Impairment losses for the period (note 2) | 515,032 |
| Loans written-off during the period | (293,837) |
| Balance 30.9.2009 | 1,551,487 |
(1) In accordance with amendments to IAS 39, in the third quarter of 2008 the Group reclassified securities of € 21.7 million from the available for sale portfolio to the loans portfolio. These securities are not traded in an active market and the Group has the intention to hold them in the foreseeable future. The above securities are included in corporate loans and are impaired by € 17.3 million. Their carrying amount as at 30.9.2009 amounts to € 4.3 million and their fair value to € 3.2 million.
(2) In addition to the allowance for impairment losses, an additional provision of € 541 (31.12.2008: € 3,627) has been recorded to cover credit risk relating to off balance sheet items. The total provision recorded to cover credit risk amounts to € 1,552,028 (31.12.2008: € 1,279,621).
The finance lease receivables by duration are as follows:
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Up to 1 year | 387,500 | 456,651 |
| From 1 year to 5 years | 581,240 | 716,826 |
| More than 5 years | 630,151 | 785,959 |
| 1,598,891 | 1,959,436 | |
| Non accrued finance income | (244,564) | (511,212) |
| Total | 1,354,327 | 1,448,224 |
The net amount of finance lease receivables by duration are as follows:
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Up to 1 year | 345,809 | 374,042 |
| From 1 year to 5 years | 476,153 | 502,288 |
| More than 5 years | 532,365 | 571,894 |
| Total | 1,354,327 | 1,448,224 |
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Government bonds | 522,737 | 366,804 |
| Other debt securities: | ||
| - Listed | 1,540,860 | 89,994 |
| - Non-listed | 16,779 | 169,328 |
| Shares: | ||
| - Listed | 48,164 | 40,465 |
| - Non-listed | 34,229 | 36,597 |
| Other variable yield securities | 62,524 | 49,338 |
| Total | 2,225,293 | 752,526 |
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Government bonds: | ||
| - Non-securitized | 2,852,838 | 1,805,579 |
| - Securitized | 59,281 | |
| Other debt securities: | ||
| - Non-securitized: | ||
| Listed | 1,320,268 | 2,558,601 |
| Non-listed | 16,190 | 124,529 |
| - Securitized: | ||
| Listed | 997,283 | |
| Non-listed | ||
| Total | 5,245,860 | 4,488,709 |
The increase in the held to maturity securities is due to the acquisition of Greek State bonds amounted to € 940 million, equal to the value of the preference shares issued in the name of the Greek State in accordance with the regulations of Law 3723/2008.
The Bank during 2009, has securitized bonds through a special purpose entity controlled by the Bank.
| Land and Buildings | |
|---|---|
| Balance 1.1.2008 | |
| Cost | 78,526 |
| Accumulated depreciation | (4,966) |
| 1.1.2008 - 30.9.2008 Net book value 1.1.2008 |
73,560 |
| Foreign exchange differences | 107 |
| Additions | 322 |
| Reclassification to "Property, plant and equipment" | (6,481) |
| Depreciation charge for the period | (452) |
| Net book value 30.9.2008 | 67,056 |
| Balance 30.9.2008 | |
| Cost | 72,304 |
| Accumulated depreciation | (5,248) |
| 1.10.2008 - 31.12.2008 Net book value 1.10.2008 |
|
| Foreign exchange differences | 67,056 (197) |
| Additions | 144 |
| Reclassification from "Property, plant and equipment" | 31 |
| Depreciation charge for the period | (159) |
| Net book value 31.12.2008 | 66,875 |
| Balance 31.12.2008 | |
| Cost | 72,244 |
| Accumulated depreciation | (5,369) |
| 1.1.2009 - 30.9.2009 Net book value 1.1.2009 |
66,875 |
| Foreign exchange differences | (41) |
| Additions | 1,268 |
| Reclassification from "Property, plant and equipment" | 5,555 |
| Depreciation charge for the period | (568) |
| Net book value 30.9.2009 | 73,089 |
| Balance 30.9.2009 | |
| Cost Accumulated depreciation |
79,806 |
| (6,717) |
The reclassification of € 5,555, during the nine month period of 2009, from property, plant and equipment concerns a building that has been leased.
| Land and Buildings |
Leased Equipment |
Equipment | Total | |
|---|---|---|---|---|
| Balance 1.1.2008 | ||||
| Cost | 1,283,906 | 5,414 | 414,199 | 1,703,519 |
| Accumulated depreciation | (230,544) | (2,342) | (297,358) | (530,244) |
| 1.1.2008 - 30.9.2008 | ||||
| Net book value 1.1.2008 | 1,053,362 | 3,072 | 116,841 | 1,173,275 |
| Foreign exchange differences Additions |
960 61,446 |
(179) | (60) 36,455 |
721 97,901 |
| Disposals | (44) | (1,000) | (447) | (1,491) |
| Additions from companies consolidated for the first time | ||||
| in the nine month period of 2008 | 1,465 | 1,115 | 2,580 | |
| Reclassification from "Investment property" | 6,481 | 6,481 | ||
| Other reclassifications | 4,394 | 329 | (4,714) | 9 |
| Depreciation charge for the period | (18,662) | (220) | (24,157) | (43,039) |
| Net book value 30.9.2008 | 1,109,402 | 2,002 | 125,033 | 1,236,437 |
| Balance 30.9.2008 | ||||
| Cost | 1,358,501 | 3,036 | 444,954 | 1,806,491 |
| Accumulated depreciation | (249,099) | (1,034) | (319,921) | (570,054) |
| 1.10.2008 - 31.12.2008 | ||||
| Net book value 1.10.2008 | 1,109,402 | 2,002 | 125,033 | 1,236,437 |
| Foreign exchange differences Additions |
(11,134) 31,746 |
(151) | (3,243) 17,653 |
(14,528) 49,399 |
| Disposals | (798) | (698) | (1,496) | |
| Reclassification from "Investment property" | (31) | (31) | ||
| Other reclassifications | (356) | 16 | 340 | |
| Depreciation charge for the period | (8,178) | (60) | (7,303) | (15,541) |
| Net book value 31.12.2008 | 1,120,651 | 1,807 | 131,782 | 1,254,240 |
| Balance 31.12.2008 | ||||
| Cost | 1,373,990 | 2,814 | 454,795 | 1,831,599 |
| Accumulated depreciation | (253,339) | (1,007) | (323,013) | (577,359) |
| 1.1.2009 - 30.9.2009 | ||||
| Net book value 1.1.2009 | 1,120,651 | 1,807 | 131,782 | 1,254,240 |
| Foreign exchange differences | (4,691) | (18) | (1,591) | (6,300) |
| Additions Disposals |
34,940 (1,169) |
12,664 (2,304) |
22,626 (1,056) |
70,230 (4,529) |
| Additions from companies consolidated for the first time | ||||
| in the nine month period of 2009 | 10,594 | 10,594 | ||
| Reclassification to "Investment property" | (5,555) | (5,555) | ||
| Other reclassifications | 276 | (276) | ||
| Depreciation charge for the period | (20,702) | (1,889) | (26,282) | (48,873) |
| Net book value 30.9.2009 | 1,134,068 | 10,536 | 125,203 | 1,269,807 |
| Balance 30.9.2009 | ||||
| Cost | 1,405,224 | 13,132 | 469,071 | 1,887,427 |
| Accumulated depreciation | (271,156) | (2,596) | (343,868) | (617,620) |
| Goodwill | Software | Other intangible |
Total | |
|---|---|---|---|---|
| Balance 1.1.2008 | ||||
| Cost | 58,008 | 181,273 | 25,785 | 265,066 |
| Accumulated amortization | (120,527) | (10,042) | (130,569) | |
| 1.1.2008 - 30.9.2008 | ||||
| Net book value 1.1.2008 | 58,008 | 60,746 | 15,743 | 134,497 |
| Foreign exchange differences Additions |
2,202 | 141 22,139 |
173 6,953 |
2,516 29,092 |
| Additions from companies consolidated for the | ||||
| first time in the nine month period of 2008 | 1,551 | 49 | 1 | 1,601 |
| Reclassifications | 3,358 | (3,358) | ||
| Impairment losses | (251) | (251) | ||
| Disposals | (50) | (50) | ||
| Amortization charge for the period | (18,380) | (2,868) | (21,248) | |
| Net book value 30.9.2008 | 61,510 | 68,003 | 16,644 | 146,157 |
| Balance 30.9.2008 | ||||
| Cost Accumulated amortization |
61,510 | 206,882 (138,879) |
29,856 (13,212) |
298,248 (152,091) |
| 1.10.2008 - 31.12.2008 Net book value 1.10.2008 |
61,510 | 68,003 | 16,644 | 146,157 |
| Foreign exchange differences | (9,474) | (781) | (652) | (10,907) |
| Additions | 22,360 | 10,994 | 33,354 | |
| Reclassifications | 95 | (95) | ||
| Disposals | (133) | (133) | ||
| Amortization charge for the period | (6,709) | (1,801) | (8,510) | |
| Net book value 31.12.2008 | 52,036 | 82,835 | 25,090 | 159,961 |
| Balance 31.12.2008 | ||||
| Cost | 52,036 | 227,612 | 37,983 | 317,631 |
| Accumulated amortization | (144,777) | (12,893) | (157,670) | |
| 1.1.2009 - 30.9.2009 Net book value 1.1.2009 |
||||
| Foreign exchange differences | 52,036 (1,725) |
82,835 (428) |
25,090 (436) |
159,961 (2,589) |
| Additions | 23,108 | 11,642 | 34,750 | |
| Reclassifications | (61) | 61 | ||
| Disposals | (338) | (338) | ||
| Amortization charge for the period | (15,863) | (3,596) | (19,459) | |
| Net book value 30.9.2009 | 50,311 | 89,591 | 32,423 | 172,325 |
| Balance 30.9.2009 | ||||
| Cost | 50,311 | 250,111 | 48,520 | 348,942 |
| Accumulated amortization | (160,520) | (16,097) | (176,617) |
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Deposits: | ||
| - Current accounts | 111,519 | 426,525 |
| - Term deposits: | ||
| ▪ European Central Bank | 9,084,502 | 5,187,133 |
| ▪ Other credit institutions | 1,410,065 | 1,364,140 |
| Sale and repurchase agreements (Repos) | 540,352 | 934,078 |
| Borrowing funds | 1,043,057 | 1,051,920 |
| Total | 12,189,495 | 8,963,796 |
| i. Securities (ECP) | |
|---|---|
| Balance 1.1.2009 | 130,030 |
| Changes for the period 1.1 – 30.9.2009 | |
| New issues | 955,463 |
| Maturities/Redemptions | (960,633) |
| Accrued interest | 3,982 |
| Foreign exchange differences | (130) |
| Balance 30.9.2009 | 128,712 |
The new issues in Euro pay an average spread of 15 to 40 basis points over Euribor of the respective period.
| Balance 1.1.2009 | |
|---|---|
| Changes for the period 1.1 – 30.9.2009 | |
| New issues | 992,750 |
| Accrued interest | 15,255 |
| Balance 30.9.2009 | 1,008,005 |
According to article 2 of the Law 3723/2008 for the enhancement of the economy's liquidity, the Bank issued the following securities, guaranteed by the Greek State:
| i. Senior debt securities | ||||
|---|---|---|---|---|
| -- | -- | -- | -- | --------------------------- |
| Balance 1.1.2009 | 9,287,581 |
|---|---|
| Changes for the period 1.1 – 30.9.2009 | |
| New issues | 2,381,367 |
| (Purchases)/sales by Group companies | (1,618,394) |
| Maturities/Redemptions | (3,081,040) |
| Fair value change due to hedging | 8,105 |
| Accrued interest | (21,802) |
| Foreign exchange differences | (4,429) |
| Balance 30.9.2009 | 6,951,388 |
The following securities are included in the new issues:
| Balance 1.1.2009 | 975,090 |
|---|---|
| Changes for the period 1.1 – 30.9.2009 | |
| (Purchases)/sales by Group companies | 13,055 |
| Maturities/Redemptions | (154,792) |
| Fair value change due to hedging | (2,026) |
| Accrued interest | (5,979) |
| Foreign exchange differences | (9,035) |
| Balance 30.9.2009 | 816,313 |
On 23.1.2009, 5 years after issuance, the Bank redeemed 10 year subordinated debt amounting to € 200 million.
Of the above debt securities in issue amounted to € 8,904,418 an amount of € 1,797,964 (31.12.2008: € 3,151,516) held by Bank customers has been reclassified to "Due from customers". Therefore the balance of "Debt securities in issue held by institutional investors and other borrowed funds" as at 30 September 2009, amounts to € 7,106,454 (31.12.2008: € 7,241,185).
Additionally, bonds of € 8 billion from the securitization of bonds, mortgage, consumer and corporate loans are not presented in "debt securities in issue and other borrowed funds" since these securities, issued by Group companies, are held by the Bank. The aforementioned amount includes bonds issued within the nine month period of 2009 through the special purpose entities Talanto Plc, covered by bond portfolio and Epihiro Plc, covered by corporate loans.
Part of bonds have been rated by the credit agency Moody's with A1 and Aaa and have been accepted as collateral by the Bank of Greece.
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Insurance provisions | 43,660 | 39,770 |
| Provisions to cover credit risk and other provisions | 11,744 | 13,493 |
| Total | 55,404 | 53,263 |
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Non-life insurance | ||
| Unearned premiums | 5,188 | 5,163 |
| Outstanding claim reserves | 4,442 | 4,109 |
| Total | 9,630 | 9,272 |
| Life insurance | ||
| Mathematical reserves | 8,860 | 7,635 |
| Outstanding claim reserves | 1,719 | 1,377 |
| Total | 10,579 | 9,012 |
| Reserves for investments held on behalf and at risk of life insurance | ||
| policy holders | 23,451 | 21,486 |
| Total | 43,660 | 39,770 |
| Balance 1.1.2008 | 54,374 |
|---|---|
| Changes for the period 1.1. - 30.9.2008 | |
| Reversal of provisions to cover credit risk relating to off-balance sheet items | (38,133) |
| Other provisions charged to profit and loss | 4,121 |
| Provisions used during the period | (2,739) |
| Foreign exchange differences | (585) |
| Balance 30.9.2008 | 17,038 |
| Changes for the period 1.10. - 31.12.2008 | |
| Reversal of provisions to cover credit risk relating to off-balance sheet items | (4,045) |
| Other provisions charged to profit and loss | 365 |
| Foreign exchange differences | 135 |
| Balance 31.12.2008 | 13,493 |
| Changes for the period 1.1. - 30.9.2009 | |
| Reversal of provisions to cover credit risk relating to off-balance sheet items | (4,313) |
| Other provisions charged to profit and loss | 2,785 |
| Provisions used during the period | (177) |
| Foreign exchange differences | (44) |
| Balance 30.9.2009 | 11,744 |
The amount of other provisions charged to profit and loss account is included in "Other expenses" of the income statement.
In the context of Law 3723/2008 relating to the enhancement of economy's liquidity, the Extraordinary General Meeting of the Shareholders of the Bank, held on 12.1.2009, approved:
In implementation of the above decision of the Bank's Extraordinary General Meeting of Shareholders, and pursuant to decisions 2/24004/0025/31.3.2009 and 2/35006/0023A/14.5.2009 of the Minister of Economy and Finance, a subscription agreement was concluded between the Bank and the Greek State on 14.5.2009. On 21.5.2009, the amount of the capital increase was fully subscribed by the Greek State following the transfer from the latter to the Bank of Greek Government bonds with nominal value of € 940 million, a 5 year duration, bearing a floating rate of interest. Furthermore, the Board of Directors of the Bank issued a multiple title deed for the total number of preference shares (200,000,000 shares), in the name of the Greek State, with the following main characteristics:
The Ministry of Economy and Finance, through a letter to the Bank of Greece (Protocol Number 39389/B2038/7.8.2009) indicated that the legislator's main objective for the funds provided was the support of the capital adequacy of the Greek banks and not the provision of medium term funding.
In that context, and with an ultimate purpose that the capital provided will have equity characteristics for accounting purposes, the Greek State through the above letter expressed its intention to proceed to the necessary legislative amendments, in line with the relevant guidelines set by the European Union, in order to impose a coupon step up feature if after five years following the issuance of the preference shares the credit institutions have not redeemed the preference shares or if the preference shares have not been converted into ordinary shares through a decision from the Minister of Economy and Finance.
Taking into account the aforementioned characteristics of the preference shares and the aim of the Ministry of Economy and Finance as stated in the above letter, the Bank has recognized the preference shares as part of its equity and the related accrued dividend as of 30.9.2009 amounts to € 34.7 million before tax.
Pursuant to the above, the share capital of the Bank amounts to Euro 2,871,590,264.40 divided into 610,976,652 shares, of which 410,976,652 common, registered, voting, dematerialized shares and 200,000,000 preference, registered, nonvoting, paper and redeemable shares, both of nominal value € 4.70 per share.
The Bank's Ordinary General Meeting of Shareholders held on 23.6.2009, approved and ratified the resolution by the
Extraordinary General Meeting of Shareholders convened on 12.1.2009, regarding the increase of the share capital and the modification of the Bank's Articles of Incorporation and was informed of, and accepted, the report by the appointed committee for the evaluation of the bonds contributed and issued by the Greek State for the participation in the share capital increase approved by the Extraordinary General Meeting of Shareholders of 12.1.2009.
According to paragraph 3 of article 1 of Law 3723/2008 referring to the enhancement of economy's liquidity, dividend distribution to the shareholders of credit institutions, participating in the above program, can not exceed 35% as stated in Law 148/1967.
The 20708/B.1175/23.4.2009 decision of Minister of Economy and Finance clarified that in the case of existence of distributable profits, the distribution of dividends is limited from zero up to a maximum of 35% of profits. Additionally for the fiscal year 2008 and according to article 28 of Law 3576/2009, dividends may only be distributed in the form of shares and not in cash.
Following the above, the General Meeting of Shareholders held on 23.6.2009 has decided not to distribute dividends for fiscal year 2008.
The Bank, pursuant to the decisions of General Meeting of Shareholders held on 3.4.2008, purchased, during the period from 1.1. - 16.2.2009, 457,601 treasury shares at a cost of € 2,665 (€ 5.83 per share).
On 31.8.2009, the Bank completed the sale of 6,140,959 treasury shares the cost of which amounted to € 71,650, through a private placement, which represented 1.49% of its issued common voting shares. The result of the above mentioned transaction has been recognized directly to Retained earnings account of equity.
The number of treasury shares and the cost are analyzed as follows:
| Number of shares |
Cost | Percentage | |
|---|---|---|---|
| Balance 31.12.2008 | 5,683,358 | 68,985 | 1.38% |
| Purchases 1.1 - 16.2.2009 | 457,601 | 2,665 | 0.11% |
| Sale 31.8.2009 | (6,140,959) | (71,650) | (1.49)% |
| Balance 30.9.2009 | - | - | - |
It is noted that in accordance with article 28 of Law 3756/31.3.2009, credit institutions, participating in the enhancement of the Greek economy's liquidity program (Law 3723/2008), are not allowed to purchase treasury shares during their participation in the program.
The Bank, in the ordinary course of business, is a defendant in claims from customers and other legal proceedings. No provision has been recorded because after consultation with the legal department, the ultimate disposition of these matters is not expected to have a material effect on the financial position or operations of the Bank.
There are no pending legal cases or issues in progress which may have a material impact on the financial statements or operations of the other companies of the Group. The Group recorded a provision amounting to € 5 million for various pending legal cases.
The Bank has been audited by the tax authorities for the years up to and including 2005. Tax audit is in progress for fiscal years 2006 and 2007.
The Bank's branches in Bulgaria and Albania have been audited by the tax authorities for the years up to and including 2007 while London branch has been audited by the tax authorities for the years up to and including 2005. The Group's subsidiaries have been audited by the tax authorities up to and including the year indicated in the table below:
| Name | Fiscal year |
|---|---|
| Banks | |
| 1. Alpha Bank London Ltd | 2006 |
| 2. Alpha Bank Cyprus Ltd | 2002 |
| 3. Alpha Bank Romania S.A. | 2006 |
| 4. Alpha Bank AD Skopje | 1997 |
| 5. Alpha Bank Jersey Ltd | 2006 |
| 6. Alpha Bank Srbija A.D. | 2001 |
| 7. OJSC Astra Bank (commencement of operation 2008) | * |
| Leasing companies | |
| 1. Alpha Leasing A.E. | 2007 |
| 2. Alpha Leasing Romania S.A. | 2007 |
| 3. ABC Factors A.E. | 2005 |
| 4. Alpha Asset Finance C.I. Ltd (commencement of operation 2005) | * |
| Investment Banking | |
| 1. Alpha Finance Α.Ε.P.Ε.Υ. | 2007 |
| 2. Alpha Finance US Corporation | 2001 |
| 3. Alpha Finance Romania S.A. (tax audit is in progress for fiscal years from 2003 - 2007) | 2002 |
| 4. Alpha Ventures A.E. | 2006 |
| 5. Alpha Ventures Capital Management (commencement of operation 2008) | * |
| Asset Management | |
| 1. Alpha Asset Management Α.Ε.D.Α.Κ. | 2003 |
| 2. Alpha Private Investment Services Α.Ε.P.Ε.Υ. | 2005 |
| 3. ABL Independent Financial Advisers Ltd | 2006 |
| Insurance | |
| 1. Alpha Insurance Agents A.E. | 2006 |
| 2. Alpha Insurance Ltd Cyprus | 2006 |
| 3. Alpha Insurance Brokers S.R.L. | 2005 |
| 4. Alphalife A.A.E.Z. (commencement of operation 2007) | * |
| Real Estate and Hotel | |
| 1. Alpha Αstika Akinita Α.Ε. | 2005 |
| 2. Ionian Hotel Enterprises A.E. | 2005 |
| 3. Oceanos A.T.O.E.E. 4. Alpha Real Estate D.O.O. Beograd |
2006 2005 |
| 5. Alpha Astika Akinita D.O.O.E.L. Skopje | 2007 |
| 6. Alpha Real Estate Bulgaria E.O.O.D. | 2006 |
| 7. Chardash Trading E.O.O.D. (commencement of operation 2006) | * |
* These companies have not been audited by the tax authorities since the commencement of their operations.
| Name | Fiscal year |
|---|---|
| Special purpose entities | |
| 1. Alpha Credit Group Plc | 2006 |
| 2. Alpha Group Jersey Ltd | 2006 |
| 3. Alpha Group Investments Ltd (tax audit is in progress for fiscal years from 2006 - 2007) | 2005 |
| 4. Ionian Holdings A.E. | 2006 |
| 5. Messana Holdings S.A. | 2008 |
| 6. Ionian Equity Participations Ltd | 2005 |
| 7. ABL Holdings Jersey Ltd | 2006 |
| 8. Alpha Covered Bonds Plc (commencement of operation 2008) | * |
| 9. Katanalotika Plc (commencement of operation 2008) | * |
| 10.Talanto Plc (commencement of operation 2009) | * |
| 11.Epihiro Plc (commencement of operation 2009) | * |
| Other companies | |
| 1. Alpha Bank London Nominees Ltd | ** |
| 2. Alpha Trustees Ltd | 2002 |
| 3. Flagbright Ltd | ** |
| 4. Alpha Advisory Romania S.R.L. | 1998 |
| 5. Evremathea A.E. | 2006 |
| 6. Kafe Alpha A.E. (Commencement of operation 2006) | * |
| 7. Ionian Supporting Services A.E. (commencement of operation 2007) | * |
| 8. Real Car Rental A.E. (commencement of operation 2009) | * |
Additional taxes and penalties may be imposed for the unaudited years.
The Group's minimum future lease payments are:
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| ► less than one year | 58,403 | 48,624 |
| ► between one and five years | 188,073 | 162,958 |
| ► more than five years | 292,544 | 134,604 |
| Total | 539,020 | 346,186 |
The minimum future lease revenues are:
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| ► less than one year | 5,308 | 6,056 |
| ► between one and five years | 17,740 | 19,267 |
| ► more than five years | 5,792 | 6,901 |
| Total | 28,840 | 32,224 |
The Group pursuant to its normal operations, is binded by contractual commitments, that in the future may result to changes in its asset structure. These commitments are monitored in off balance sheet accounts. The contractual commitments, that the Group has undertaken relate to letters of credit, letters of guarantee, undrawn credit facilities.
Letters of credit are used to facilitate trading activities and relate to the financing of contractual agreements for the transfer of goods domestically or abroad, by undertaking the direct payment of the third party bind by the agreement on behalf of the Group's client. Letters of credit, as well as letters of guarantee, are commitments under specific terms and are issued by the Group for the purpose of ensuring that its clients will fulfill the terms of their contractual obligations.
* These companies have not been audited by the tax authorities since the commencement of their operations.
** These companies are not subject to tax audits.
Undrawn credit facilities are loan agreements that may not be fulfilled immediately or may be partially fulfilled. The amount presented in the table below represents part of the agreed loan agreements and credit limits which remains unused.
The Group's off balance sheet items are summarized below:
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Letters of credit | 190,355 | 191,937 |
| Letters of guarantee | 5,622,692 | 5,652,060 |
| Undrawn loan agreements and credit limits | 16,403,802 | 18,040,379 |
| Total | 22,216,849 | 23,884,376 |
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Loans to customers | 4,099,152 | 964,490 |
| Securities from Reverse Repos | 1,625,000 | 400,000 |
| Securities held for trading | 60,964 | |
| Investment securities | 11,377,928 | 5,632,896 |
| Total | 17,102,080 | 7,058,350 |
The consolidated financial statements apart from the parent company ALPHA BANK include the following entities:
| Name | Country of Incorporation |
30.9.2009 | Group's ownership interest % 31.12.2008 |
|---|---|---|---|
| Banks | |||
| 1. Alpha Bank London Ltd 2. Alpha Bank Cyprus Ltd 3. Alpha Bank Romania S.A. 4. Alpha Bank AD Skopje 5. Alpha Bank Jersey Ltd 6. Alpha Bank Srbija A.D. 7. OJSC Astra Bank |
United Kingdom Cyprus Romania FYROM Jersey Serbia Ukraine |
100.00 100.00 99.91 100.00 100.00 100.00 97.01 |
100.00 100.00 99.91 100.00 100.00 100.00 93.33 |
| Leasing companies 1. Alpha Leasing A.E. 2. Alpha Leasing Romania S.A. 3. ABC Factors A.E. 4. Alpha Asset Finance C.I. Ltd |
Greece Romania Greece Jersey |
100.00 99.99 100.00 100.00 |
100.00 99.99 100.00 100.00 |
| Investment Banking 1. Alpha Finance A.E.P.E.Y. 2. Alpha Finance US Corporation 3. Alpha Finance Romania S.A. 4. Alpha Ventures A.E. 5. Alpha Ventures Capital Management |
Greece United States Romania Greece Greece |
100.00 100.00 99.98 100.00 100.00 |
100.00 100.00 99.98 100.00 100.00 |
| Asset Management | |||
| 1. Alpha Asset Management Α.Ε.D.Α.Κ. 2. Alpha Private Investment Services A.E.P.E.Y. 3. ABL Independent Financial Advisers Ltd |
Greece Greece United Kingdom |
100.00 100.00 100.00 |
100.00 100.00 100.00 |
| Insurance | |||
| 1. Alpha Insurance Agents A.E. 2. Alpha Insurance Ltd Cyprus 3. Alpha Insurance Brokers S.R.L. 4. Alphalife A.A.E.Z. |
Greece Cyprus Romania Greece |
100.00 100.00 99.91 100.00 |
100.00 100.00 99.91 100.00 |
| Real estate and hotel | |||
| 1. Alpha Astika Akinita Α.Ε. 2. Ionian Hotel Enterprises A.E. 3. Oceanos A.T.O.E.E. 4. Alpha Real Estate D.O.O. Beograd 5. Alpha Astika Akinita D.O.O.E.L. Skopje 6. Alpha Real Estate Bulgaria E.O.O.D. (note 19c) 7. Chardash Trading E.O.O.D. (note 19j) |
Greece Greece Greece Serbia FYROM Bulgaria Bulgaria |
89.91 96.90 100.00 89.91 89.91 89.91 89.91 |
88.59 96.64 100.00 88.59 88.59 88.59 |
| Special purpose and holding entities | |||
| 1. Alpha Credit Group Plc 2. Alpha Group Jersey Ltd 3. Alpha Group Investments Ltd 4. Ionian Holdings A.E. 5. Messana Holdings S.A. 6. Ionian Equity Participations Ltd 7. ABL Holdings Jersey Ltd 8. Alpha Covered Bonds Plc 9. Katanalotika Plc 10. Talanto Plc (note 19b) 11. Epihiro Plc (note 19e) |
United Kingdom Jersey Cyprus Greece Luxembourg Cyprus Jersey United Kingdom United Kingdom United Kingdom United Kingdom |
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 |
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 |
| Other companies | |||
| 1. Alpha Bank London Nominees Ltd 2. Alpha Trustees Ltd 3. Flagbright Ltd 4. Alpha Advisory Romania S.R.L. 5. Evremathea A.E. 6. Kafe Alpha A.E. |
United Kingdom Cyprus United Kingdom Romania Greece Greece |
100.00 100.00 100.00 99.98 100.00 100.00 |
100.00 100.00 100.00 99.98 100.00 100.00 |
| 7. Ionian Supporting Services A.E. 8. Real Car Rental A.E. (note 19a) |
Greece Greece |
100.00 100.00 |
100.00 |
| Country | Group's ownership interest % 31.12.2008 |
|
|---|---|---|
| 50.00 | ||
| 60.10 | ||
| 72.20 | ||
| 67.42 | ||
| 51.00 | ||
| of Incorporation Greece Greece Greece Greece Greece |
30.9.2009 50.00 60.10 72.20 67.42 51.00 |
| Country | Group's ownership interest % | ||
|---|---|---|---|
| Name | of Incorporation | 30.9.2009 | 31.12.2008 |
| 1. Evisak A.E. | Greece | 27.00 | 27.00 |
| 2. AEDEP Thessalias and Stereas Ellados A.E. | Greece | 50.00 | 50.00 |
| 3. A.L.C. Novelle Investments Ltd | Cyprus | 33.33 | 33.33 |
| 4. EL.P.ET. Valkaniki A.E. | Greece | 26.71 | 26.71 |
The subsidiaries are fully consolidated, joint ventures are consolidated under the proportionate method, while the associates are accounted under the equity method.
The consolidated financial statements do not include the Commercial Bank of London Ltd which is a dormant company and HSO Europe BV and Prismatech Hellas S.A, which have been fully impaired and are in the process of liquidation.
The Group hedges the foreign exchange risk arising from the net investment in Alpha Bank London Ltd and Alpha Finance US Corporation through the use of the FX swaps and interbank deposits in the functional currency of the above subsidiaries.
| (Amounts in millions of Euro) | |||||||
|---|---|---|---|---|---|---|---|
| 1.1 - 30.9.2009 | |||||||
| Group | Retail | Corporate Banking |
Asset Management/ Ιnsurance |
Investment Banking/ Treasury |
South Eastern Europe |
Other | |
| Net interest | |||||||
| income | 1,304.4 | 605.7 | 285.5 | 9.7 | 97.4 | 304.9 | 1.2 |
| Net fee and commission |
|||||||
| income | 286.5 | 125.8 | 61.3 | 33.4 | 19.7 | 47.2 | (0.9) |
| Other income | 210.4 | 5.0 | 8.2 | 1.3 | 122.5 | 32.9 | 40.5 |
| Total income | 1,801.3 | 736.5 | 355.0 | 44.4 | 239.6 | 385.0 | 40.8 |
| Total expenses | (869.4) | (443.0) | (97.4) | (30.5) | (29.2) | (222.3) | (47.0) |
| Impairment losses | (496.7) | (200.8) | (181.9) | (114.0) | |||
| Profit before | |||||||
| income tax | 435.2 | 92.7 | 75.7 | 13.9 | 210.4 | 48.7 | (6.2) |
| Income tax | (91.4) | ||||||
| Profit after income tax |
343.8 |
| 1.1 - 30.9.2008 | |||||||
|---|---|---|---|---|---|---|---|
| Group | Retail | Corporate Banking |
Asset Management/ Ιnsurance |
Investment Banking/ Treasury |
South Eastern Europe |
Other | |
| Net interest | |||||||
| income | 1,362.4 | 832.4 | 250.9 | 12.0 | 18.5 | 246.6 | 2.0 |
| Net fee and commission |
|||||||
| income | 353.3 | 134.1 | 65.4 | 53.7 | 34.3 | 67.1 | (1.3) |
| Other income | 106.8 | 10.4 | 8.8 | 1.1 | 3.1 | 46.1 | 37.3 |
| Total income | 1,822.5 | 976.9 | 325.1 | 66.8 | 55.9 | 359.8 | 38.0 |
| Total expenses | (844.8) | (432.5) | (92.6) | (38.8) | (28.6) | (207.6) | (44.7) |
| Impairment losses | (266.0) | (154.5) | (78.4) | (0.2) | (32.9) | ||
| Profit before | |||||||
| income tax | 711.7 | 389.9 | 154.1 | 28.0 | 27.1 | 119.3 | (6.7) |
| Income tax | (142.2) | ||||||
| Profit | |||||||
| after income tax | 569.5 |
(Amounts in millions of Euro)
Includes all individuals (retail banking customers), professionals, small and very small companies operating in Greece and abroad except from South-Eastern Europe countries.
The Group through its extended branch network offers all types of deposit products (deposits/ savings accounts, working capital/ current accounts, investment facilities/ term deposits, Repos, Swaps), loan facilities (mortgages, consumer, corporate loans, letters of guarantee) and debit and credit cards to the above customers.
Includes all medium-sized and large companies, corporations with international activities, corporations managed by the Corporate Banking Division (Corporate) and shipping corporations operating in Greece and abroad except from South Eastern Europe countries.
The Group offers working capital facilities, corporate loans, and letters of guarantee.
This sector also includes the leasing products which are offered through Alpha Leasing A.E. and factoring services to third parties through ABC Factors A.E.
Consists of a wide range of asset management services through Group's private banking units and Alpha Asset Management A.E.D.A.K. In addition, commissions are included due to the wide range of insurance products to individuals and companies through AXA insurance, which is the corporate successor of the subsidiary Alpha Insurance A.E..
Includes stock exchange, advisory and brokerage services relating to capital markets, and also investment banking facilities, offered either by the Bank or specialized Group companies (Alpha Finance A.E.P.E.Y., Alpha Ventures A.E.). It also includes the activities of the Dealing Room in the interbank market (FX Swaps, Bonds, Futures, IRS, Interbank placements – Loans etc.).
Consists of the Bank's branches and subsidiaries of the Group operating in South Eastern Europe.
This segment consists of the non-financial subsidiaries of the Group and Bank's income and expenses that are not related to its operating activities.
The Group's capital adequacy is monitored by the Bank of Greece to which the Group reports on a quarterly basis.
The minimum capital adequacy ratios (Tier I and capital adequacy ratio) which the Group must adhere to are established by decisions of the Governor of the Bank of Greece.
The calculation of capital adequacy from 1 January 2008 is determined under the new regulatory framework (Basel II), which have been transposed into Greek law by Law 3601/2007. The new regulatory framework significantly amends the measurement of credit risk and introduces capital requirements for operational risk. There are no significant changes in the measurement of market risk. Specifically, credit risk of the investment portfolio and operational risk are measured based on the Standardized Approach.
The capital adequacy ratio is determined by comparing the Group's regulatory own funds with the risks that the Group undertakes (risk weighted assets). Own funds include Tier I capital (share capital, reserves, minority interest), additional Tier I capital (hybrid securities) and Tier II capital (subordinated debt and fixed asset revaluation reserves). The risk-weighted assets arise from the credit risk of the investment portfolio, the market risk of the trading portfolio and the operational risk.
The current capital ratios (Tier I ratio and capital adequacy ratio) are much higher than the regulatory limits set by the Bank of Greece directive (4% and 8%, respectively) and the capital base is capable to support the business growth of the Group in all areas for the next years.
| 30.9.2009 (estimate) |
31.12.2008 | |
|---|---|---|
| Tier I ratio | 10.1% | 8.0% |
| Capital adequacy ratio (Tier I + Tier II) | 11.6% | 9.8% |
The Bank and the Group companies entered into a number of transactions with related parties in the normal course of business. These transactions are performed at arms length and are approved by the Group's relevant committees.
a. The outstanding balances of the transactions with members of the Board of Directors, their close family members and with the companies controlled by them are as follows:
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Assets | ||
| Loans and advances to customers | 165,058 | 172,472 |
| Liabilities | ||
| Due to customers | 93,877 | 73,991 |
| Debt securities in issue | 16,278 | 20,096 |
| Total | 110,155 | 94,087 |
| Letters of guarantee | 18,148 | 21,392 |
| From 1 January to | ||
| 30.9.2009 | 30.9.2008 | |
| Income | ||
| Interest and similar income | 5,152 | 7,720 |
| Fee and commission income | 104 | |
| Total | 5,256 | 7,720 |
| Expenses |
b. The outstanding balances with associates and the related results of these transactions are as follows:
| 30.9.2009 | 31.12.2008 | |
|---|---|---|
| Assets | ||
| Loans and advances to customers | 129 | |
| Liabilities | ||
| Due to customers | 2,386 | 406 |
| From 1 January to | ||
| 30.9.2009 | 30.9.2008 | |
| Income | ||
| Interest and similar income | 8 | 15 |
| Expenses | ||
| Other expenses | 1,965 | 2,461 |
| Interest expense and similar charges | 36 | |
| Total | 2,001 | 2,461 |
c. The Group Companies' Board of Directors and Executive General Managers' fees recorded in the income statement for the nine month period of 2009 amounted to €8,395 (nine month period of 2008: € 8,544).
a. Real Car Rental A.E., established by the subsidiary Alpha Leasing A.E. is included in the consolidated financial statements of the nine month period of 2009 for the first time.
b. On 7.1.2009, Talanto Plc was established in the United Kingdom with primary activity the issuance of covered bonds. The Company is a special purpose entity and is fully consolidated by the Bank as it serves specific Bank's needs.
c. On 20.2.2009, Alpha Immovables Bulgaria E.O.O.D., 100% subsidiary of Alpha Astika Akinita A.E., was renamed to Alpha Real Estate Bulgaria E.O.O.D.
d. On 16.3.2009, the Bank participated in the share capital increase of the 100% subsidiary Ionian Equity Participations Ltd by € 4.1 million.
e. On 24.3.2009, the company Epihiro Plc was established with registered office in the United Kingdom and primary operating activity the issuance of collateralized bonds. The Company is a special purpose entity and is fully consolidated by the Bank as it serves specific Bank's needs.
f. On 13.4.2009, the Bank increased the share capital of its 100% owned subsidiary ABC Factors AE, by €14 million.
g. On 12.6.2009, APE Investment Property A.E., company of ownership interest of the Bank, acquired 66.67% of the total number of shares of SY.MET A.E. for an amount of € 7.5 million. The aforementioned company has participation of 10% in the company Astakos Terminal A.E. and of 50% in the company Akarport A.E. These companies are consolidated in the current financial statements through APE Investment Property A.E.
The accounting recognition of the acquisition of SY.MET A.E. is shown in the table below:
| Carrying amount | Fair value | |
|---|---|---|
| ASSETS | ||
| Cash and balances with Central Banks | 9 | 9 |
| Investments | 3,222 | 14,039 |
| Other assets | 177 | 178 |
| Total Assets | 3,408 | 14,226 |
| LIABILITIES | ||
| Liabilities for current income tax and other taxes | 289 | 289 |
| Deferred tax liabilities | 2,704 | |
| Other liabilities | 102 | 103 |
| Total Liabilities | 391 | 3,096 |
| EQUITY | ||
| Total Equity | 3,017 | 11,130 |
| Total Liabilities and Equity | 3,408 | 14,226 |
| SY.MET A.E. portion of equity that was purchased (66.67%) | 7,420 | |
| Purchase cost | 7,479 | |
| Goodwill of the Company | 59 | |
| Participation of the Group in the joint venture | 67.42% | |
| Goodwill of the Group | 40 | |
| Purchase cost of the Group's participation in the joint venture | 5,042 | |
| Cash and cash equivalent of the acquired company | 9 | |
| Net cash outflow | 5,033 |
h. On 26.7.2009, the Bank participated proportionally in the increase of the share capital of APE Investment Property A.E. by € 8.4 million.
i. On 8.7.2009, the Bank purchased 38,619,000 shares or 3.68% of the subsidiary OJSC Astra Bank for € 8.5 million which resulted in the increase of the Bank's participation to 97.01%.
j. On 24.7.2009, the Bank's subsidiary Alpha Astika Akinita A.E. completed the acquisition of Chardash Trading E.O.O.D. by € 8.5 million. The aforementioned company is incorporated in Bulgaria and owns a plot in Sofia where the construction of offices will take place. These offices after their construction will be leased by Alpha Bank Bulgaria in order to accommodate the central management's offices. The overall investment is expected to amount to approximately € 33 million.
The initial accounting recognition of the above acquisition was conducted based on temporary values as shown in the table below. The accounting recognition of the acquisition is expected to be completed during 2009.
| Chardash Trading E.O.O.D portion of equity that was purchased (100%) Purchase cost Goodwill of the Company |
8,522 8,522 - |
|---|---|
| Purchase cost | 8,522 |
| Repayment of Alpha Bank loan from subsidiary | (5,700) |
| Cash and cash equivalents of the acquired company | |
| Net cash outflow | 2,822 |
k. On 6.8.2009, APE Investment Property A.E., a company of ownership interest of the Bank, purchased the remaining 33.33% of SY.MET. A.E. shares for €3.6 million.
l. On 28.8.2009 the Boards of Directors of the subsidiares of the Bank Alpha Asset Management A.E.D.A.K. and Alpha Private Investment Services A.E.P.E.Y. decided the merger through the absorption of the second by the first. On 21.9.2009 the plan merger agreement was signed and was listed in each counterparty's societe anonyme on 13.10.2009. The terms of the merger agreement will come into effect on the presumption of the acquisition of the licenses and authorizations, as specified in the corresponding legislation, and the adherence to rest requirements.
a. The Board of Directors of the Bank, in its meeting held on 19.10.2009, decided a share capital increase of € 986 million in order to repay € 940 million outstanding preference shares issued in favour of the Hellenic Republic.
Based on the terms of the share capital increase, the existing common shareholders are offered 3 new shares for every 10 existing common shares, at an issue price of € 8.00 per share. Upon full subscription of the new shares, the share capital of the Bank will amount to € 3,451.1 million divided into 534.3 million common, registered, voting, dematerialized, and 200 million preference, registered, non-voting, paper and redeemable shares, both of nominal value € 4.70 per share.
The rights issue is fully underwritten by a syndicate of international investment banks.
b. The Bank in October 2009 proceeded to the restructuring of its organizational model, in order to adapt to changes in the economic environment and be better positioned to pursue opportunities.
The new organizational structure will not bring changes in the way current operating segments of the Bank are presented.
The Chairman of the Board of Directors
The Managing Director
The Executive Director
The accounting and tax manager
Yannis S. Costopoulos I.D. No. X 661480
Demetrios P. Mantzounis I.D. No. I 166670
Marinos S. Yannopoulos I.D. No. AH 064139
George N. Kontos I.D. No. AB 522299
KPMG Certified Auditors AE 3 Stratigou Tombra Street Aghia Paraskevi GR – 153 42 Athens Greece ƶIJǏĮIJdžDŽǎǘ ƷǗNjȺǏĮ 3 153 42 ƧDŽǁĮ ƴĮǏĮıljİǑǀ ƪNJNJƾǐ ƧƵưƧƪ29527/01AT/B/93/162/96
To the Shareholders of ALPHA BANK A.E.
Introduction
We have reviewed the accompanying consolidated balance sheet of ALPHA BANK A.E. (the "Bank") as of September 30, 2009 and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the nine-month period then ended and the selected explanatory notes, which comprise the interim financial information. Bank's management is responsible for the preparation and presentation of this interim financial information in accordance with the International Financial Reporting Standards adopted by the European Union applicable to Interim Financial Reporting (IAS 34). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of Review
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information as of September 30, 2009 is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting.
Emphasis of Matter
Without qualifying our review conclusion we draw attention to note 13 of the interim financial information of the Group which refers to the classification to Shareholders' Equity of the Bank's preference shares which have been issued in accordance with Law 3723/2008 "Enhancement of the economy's liquidity in the context of the current global financial crisis" after considering possible legislative amendments to the above Law.
Athens, 9 November 2009
KPMG Certified Auditors ǹ.Ǽ.
Nick Vouniseas Certified Auditor Accountant ǹȂ SOEL 18701 AM SOEL 19071
Harry Sirounis Certified Auditor Accountant
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