EFG Eurobank Ergasias announces the following:
Α. The Annual General Meeting of April 3rd, 2007, with a quorum of the paid up share capital of 60,14% (that is 230.444.595 shares, including 860.571 shares with no voting right) and an attendance of 774 shareholders, in person or by proxy, resolved as follows:
1) The approval of the annual financial statements for the year 2006, the distribution of euro 15.1 m to the Group''s directors, executive management and employees and the payment of a dividend of euro 0.92 per share. Given the interim dividend distribution for the year 2006 of euro 0.36 per share, according to the Bank''s Board of Directors resolution as at 31st October 2006, the balance to be distributed to the shareholders as a final dividend amounts to euro 0.56 per share. Those entitled to the dividend are the shareholders of the Bank following the close of business of the Athens Exchange on 4 April 2007. As a result, from Thursday April 5th, 2007, the share will be traded on the Athens Exchange without the right to dividend for the financial year 2006. Dividend payment will commence on Monday 16 April 2007 as follows:
- the dividend of the shareholders who have appointed EFG Eurobank Ergasias as operator of their securities account in the Electronic (Dematerialised) Securities System will be deposited in their accounts,
- the dividend of the shareholders who have authorised the operator of their securities account in the Electronic (Dematerialised) Securities System for the collection of dividends - and that operator is not EFG Eurobank Ergasias- will be collected by their operator,
- shareholders who have not authorised the operator of their securities account in the Electronic (Dematerialised) Securities System for the collection of dividends or whose shares are kept in the special account of the Hellenic Exchanges S.A. (H.E.L.E.X.), may collect the dividend from any branch of EFG Eurobank Ergasias, upon presentation of their Identity Card.
2) Distribution of 839,992 free shares to employees, to be issued by capitalising profits in accordance with company law 2190/1920 (article 16, par 2) and presidential decree 30/1988 (article 1) with a corresponding share capital increase of euro 2,771,973.60. Article 5 of the Articles of Association will be amended accordingly. For the abovementioned shares, a bonus issue of 2 new shares will be distributed for every 10 held, following the approval of the AGM (item 3 below).
3) Distribution to shareholders of 2 new shares for every 10 held to be issued by reducing the nominal value of each share from euro 3.30 to euro 2.75 and by simultaneously increasing the number of shares by 20%. Article 5 of the Articles of Association will be amended accordingly. The total number of shares of the Bank after the abovementioned distribution will amount to 460,833,720 shares (including the distribution of free shares to employees-item 2 above), with nominal value euro 2.75 per share. The Board of Directors was authorized to immediately sell any fractional rights that might result from the aforementioned distribution and credit shareholders with the proceeds.
4) Discharge of the Board of Directors and the Auditors from all responsibility of indemnification in relation to the financial year 2006.
5) The appointment of the firm of PriceWaterhouseCoopers for the financial year 2007. Fees will be determined according to the decisions of the Supervising Board of the Institute of Certified Public Accountants in Greece.
6) The election of a new Board of Directors, consisting of 16 members, the term of office of which expires with the election of a new Board of Directors by the Annual General Meeting that will convene in the year 2010, including the appointment of Messrs. Panayiotis Lambropoulos and Panayiotis Tridimas as the independent non-executive Directors of the Board.
7) The approval of a) the fees paid to Direcrs for services rendered ding the financial year 2006, as pre-approved by the previous Annual General Meeting, and b) the fees payable to Directors and General Managers for the financial year 2007.
8) The acquisition of treasury shares by the Bank under the share buy-back program for the support of the Bank''s share price, as defined in company law 2190/1920 (article 16 par. 5), for a period of up to twelve months, permitting a once-off or staggered purchase, at a maximum price of euro 38 per share and a minimum price of euro 6 per share, of a number of shares corresponding to no more than 5% of the total number of the Bank''s shares. Following the approval by the AGM for the issue of 2 new shares for every 10 held (item 3 above), the maximum and minimum purchase price will be adjusted on the ex-right share date to euro 5 and euro 31.67 per share respectively.
The above mentioned resolutions of the General Meeting will be implemented after following due legal procedure.
Β. The Board of Directors of the Bank, in its meeting of April 3rd 2007, decided on its composition and on the appointment of executive and non-executive Directors, as follows:
1. Xenophon C. Nickitas, executive director (Chairman)
2. George C. Gondicas, non-executive director (Honorary Chairman)
3. Anna Maria Louisa J. Latsis, non-executive director (First Vice Chairman)
4. Lazaros D. Efraimoglou, non-executive director (Second Vice Chairman)
5. Nicholas C. Nanopoulos, executive director (Chief Executive Officer)
6. Byron N. Ballis, executive director (Deputy Chief Executive Officer)
7. Nikolaos B. Karamouzis, executive director (Deputy Chief Executive Officer)
8. Harry M. Kyrkos, executive director
9. Nicholas K. Pavlides, executive director
10. Fotis S. Antonatos, non-executive director
11. Antonios G. Bibas, non-executive director
12. Εmmanuel Leonard C. Bussetil, non-executive director
13. Dr. Spiro J. Latsis, non-executive director
14. Dr. Pericles P. Petalas, non-executive director
15. Panayiotis K. Lambropoulos, independent non-executive director
16. Dr. Panayiotis V. Tridimas, independent non-executive director