EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
Invitation to the Annual General Meeting of Shareholders.
In accordance with the company law 2190/1920 "re: Societes Anonymes" and the Articles of Association of the Bank, the Board of Directors invites the shareholders of EFG Eurobank Ergasias S.A. to the Annual General Meeting, on Friday 19 June 2009, at 10 a.m., at "Hotel Grande Bretagne", Constitution Square, Athens.
The items on the Agenda are as follows:
1.Financial Statements for the year ended 31 December 2008. Directors' and Auditor's Reports. Distribution of profits.
2.Distribution of dividend in the form of shares with a corresponding capital increase by capitalisation of 2008 profits. Article 5 of the Articles of Association to be amended accordingly. Authorization to the Board of Directors to immediately sell any fractional rights that might result from the aforementioned distribution and credit shareholders with the proceeds.
3.Distribution of free shares to junior-level employees of the Bank, not exceeding 250 shares per employee, to be issued by capitalisation of taxed profits of previous financial years. Article 5 of the Articles of Association to be amended accordingly.
4.Discharge of the Board of Directors and the Auditors from all responsibility for indemnification in relation to the financial year 2008.
5.Appointment of auditors for the financial year 2009 and determination of their fees.
6.Approval of the remuneration of Directors and agreements in accordance with articles 23a and 24 of company law 2190/1920.
7.Issue of a callable convertible bond up to euro 500 million for private placement, foregoing pre-emption rights to existing shareholders.
8.Amendment of article 6 of the Bank's Articles of Association to enable share capital increases through the issue of only one category of shares according to article 13 paragraph 7 of companies law 2190/1920.
9.Ratification of the appointment of the Greek state's representative as an additional member of the Board in accordance with L.3723/2008.
All shareholders of the Bank have the right to attend this meeting either in person or by proxy. The proxy will be available to the public in printed form at the Bank's branches and the Bank's Shareholders' Department at 8, Iolkou Str. and Filikis Etaireias (Building A), 142 34 Nea Ionia (tel. +30 210-3523300), and on the website of the Bank (www.eurobank.gr). Each share is entitled to one vote.
To participate in the General Meeting the shareholders must block all or part of their shares - through their Operator in the Electronic (Dematerialised) Securities System (D.S.S.) or (if the shares are registered in the Special Account of D.S.S.) through Hellenic Exchanges S.A. (H.E.L.E.X.) - and submit at the Bank's branches or the Bank's Shareholders' Department at 8, Iolkou Str. and Filikis Etaireias (Building A), 142 34 Nea Ionia (tel. +30 210 35 23 300), the relevant Certificate of Blocking of Shares and any representation documents at least 5 days before the meeting.
Should the quorum required by law not be achieved, the Repeat Annual General Meeting of the Shareholders of the Bank will take place on Tuesday, 30 June 2009, at 10 a.m., at "Bodossakis Foundation Building (John S. Latsis Hall)", Amalias Av. 20, Athens, without the publication of a further invitation.
The items on the Agenda are as follows:
1.Financial Statements for the year ended 31 December 2008. Directors' and Auditor's Reports. Distribution of profits.
2.Distribution of dividend in the form of shares with a corresponding capital increase by capitalisation of 2008 profits. Article 5 of the Articles of Association to be amended accordingly. Authorization to the Board of Directors to immediately sell any fractional rights that might result from the aforementioned distribution and credit shareholders with the proceeds.
3.Distribution of free shares to junior-level employees of the Bank, not exceeding 250 shares per employee, to be issued by capitalisation of taxed profits of previous financial years. Article 5 of the Articles of Association to be amended accordingly.
4.Discharge of the Board of Directors and the Auditors from all responsibility for indemnification in relation to the financial year 2008.
5.Appointment of auditors for the financial year 2009 and determination of their fees.
6.Approval of the remuneration of Directors and agreements in accordance with articles 23a and 24 of company law 2190/1920.
7.Issue of a callable convertible bond up to euro 500 million for private placement, foregoing pre-emption rights to existing shareholders.
8.Amendment of article 6 of the Bank's Articles of Association to enable share capital increases through the issue of only one category of shares according to article 13 paragraph 7 of companies law 2190/1920.
9.Ratification of the appointment of the Greek state's representative as an additional member of the Board in accordance with L.3723/2008.
All shareholders of the Bank have the right to attend this meeting either in person or by proxy. The proxy will be available to the public in printed form at the Bank's branches and the Bank's Shareholders' Department at 8, Iolkou Str. and Filikis Etaireias (Building A), 142 34 Nea Ionia (tel. +30 210-3523300), and on the website of the Bank (www.eurobank.gr). Each share is entitled to one vote.
To participate in the General Meeting the shareholders must block all or part of their shares - through their Operator in the Electronic (Dematerialised) Securities System (D.S.S.) or (if the shares are registered in the Special Account of D.S.S.) through Hellenic Exchanges S.A. (H.E.L.E.X.) - and submit at the Bank's branches or the Bank's Shareholders' Department at 8, Iolkou Str. and Filikis Etaireias (Building A), 142 34 Nea Ionia (tel. +30 210 35 23 300), the relevant Certificate of Blocking of Shares and any representation documents at least 5 days before the meeting.
Should the quorum required by law not be achieved, the Repeat Annual General Meeting of the Shareholders of the Bank will take place on Tuesday, 30 June 2009, at 10 a.m., at "Bodossakis Foundation Building (John S. Latsis Hall)", Amalias Av. 20, Athens, without the publication of a further invitation.