Notice is hereby given that an Extraordinary General Meeting of the shareholders of MARFIN POPULAR BANK PUBLIC CO LTD (the "Βank"), will be held at the Hilton Cyprus Hotel, Nicosia, on Wednesday, the 23 December, 2009 at 4:00 p.m., to consider and, if thought fit, pass the following Ordinary Resolutions as they are proposed or with such amendments as the Extraordinary General Meeting will approve and the Special Resolutions as they are proposed:
A. CROSS-BORDER MERGER BETWEEN THE GREEK SOCIETE ANONYME BANCAIRE UNDER THE NAME "MARFIN EGNATIA BANK SA" ("Absorbed Company") and THE CYPRIOT PUBLIC LIMITED COMPANY UNDER THE NAME "MARFIN POPULAR BANK PUBLIC CO LTD" ("Absorbing Company")

1. SPECIAL RESOLUTION 1 "That the Cross-Border Merger through absorption of the Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank, in accordance with the provisions of Directive 2005/56/EC of the European Parliament and the Council of 26.10.2005, which was incorporated in Cypriot law with the (amending) Companies Act (Nr. 4) 2007 and in Greek law with Law 3777/2009 ("Re Cross-Border Mergers of Capital Companies and other provisions"), as well as in accordance with Cypriot (especially articles 198 - 201(xxiv) of the Companies Act) and Greek (especially articles 68 para. 2 and 69-77a. of codified law 2190/1920 on Societes Anonymes) laws as defined by the Common Draft Terms of a Cross-Border Merger dated 13 November 2009 be approved."
2. SPECIAL RESOLUTION 2
"That the Directors' Report of the Bank and the Report and Statements of the Independent Audit Firm regarding the valuation of the merging companies and the ratio of exchange in accordance with paragraphs 4.1.4.1.1. and 4.1.4.1.3. of the Athens Stock Exchange Regulation and also the Financial Statements of the Bank as at 30.6.2009 be appoved."
3. SPECIAL RESOLUTION 3
"That the Common Draft Terms of a Cross-Border Merger through absorption of the Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank and also the Reports of the Directors and the Independent Expert (articles 201(xiv) and 201(xv) of the (Cypriot) Companies Act) be approved."
4. SPECIAL RESOLUTION 4
"That the representatives of the Bank for the signing of any relevant contract, legal document or statement and also for carrying out all necessary actions for the completion of the merger be appointed."
5. SPECIAL RESOLUTION 5
"That the Board of Directors of the Bank be authorised to issue five million seven hundred eighty one thousand one hundred twenty one (5.781.121) new ordinary shares of the Bank of eighty five cents (euro 0,85) nominal value each, in the framework of the Cross-Border Merger through absorption of Greek Societe Anonyme Bancaire under the name "MARFIN EGNATIA BANK SA" by the Bank, to be exchanged with eight million five hundred ninety three thousand nine hundred nineteen (8.593.919) ordinary common shares of the Absorbed Company.
The Bank's shares to be issued, in exchange for the above common ordinary shares, not to be offered at first to existing shareholders of the Bank, as provided by the Articles of Association of the Bank and the Law, but to be offered to the existing shareholders of the Absorbed Company under the name "MARFIN EGNATIA BANK SA" (except from the Absorbing Company itself) according to the provisions of the Common Draft Terms of a Cross-Border merger and the decisions of the Board of Directors of the Merging Companies. The new shares to be issued as above mentioned, will have the same rights as the existing fully paid shares of the Bank."
6. SPECIAL RESOLUTION 6
"That the Board of Directors be authorised to arrange all issues relating to the completion of the Cross-Border Merger, the drafting of contracts with the financial advisor, the granting of permissions and approvals by the Cypriot and Greek Securities and Exchange Commissions, the Cyprus Stock Exchange and Athens Stock Exchange, the drafting of a Prospectus or Information Memorandum according to article 7 par. 1 section d of the (Cypriot) Public Offer and Prospectus Law of 2005 (L. 114(I)/2005), and/or article 4 par. 2 section d of the (Greek) Law 3401/2005, the listing for trading of the new shares on the Cyprus Stock Exchange and Athens Stock Exchange and all related subjects. All actions of the Board of Directors of the Bank in relation to the Cross-Border Merger which have been carried out until today are confirmed and ratified."
B. SHARE OPTIONS SCHEME
7. ORDINARY RESOLUTION 1
"That the terms of the Share Options Scheme approved by the First (Ordinary) Resolution of the Extraordinary General Meeting of the shareholders which was held on 17 April 2007, for the Members of the Board of Directors and the employees of the Bank as well as for its affiliated and associated companies be amended, and in particular the reduction of the exercise price from ten euros (euro 10) to four euros and fifty cents (euro 4,50), the extension of the scheme by two (2) years, with November 2013 as the last exercise period instead of November 2011 and the amendment of any other term considered necessary."
8. SPECIAL RESOLUTION 7
"That the authorisation granted to the Board of Directors of the Bank by the Second (Special) Resolution of the Extraordinary General Meeting of the shareholders which was held on 17 April 2007 to issue, in the framework of the implementation of the Share Options Scheme, up to 80.000.000 shares of the Bank of nominal value eighty five cents (euro 0,85) each, without the shares first being offered to the existing shareholders of the Bank as provided by the Articles of Association of the Bank and the Law be confirmed."
A shareholder entitled to attend and vote at the Meeting, is entitled to appoint a proxy to attend and vote on his behalf. The proxy need not be a member of the Bank.
The record date determining the persons entitled to exercise their voting rights at the above Meeting is set to be 21 December 2009. Blocking of the shares is not required for the representation of shareholders, whose shares are deposited in the Dematerialised Securities System of HELLENIC EXCHANGES S.A.
The instruments appointing a proxy must be deposited at the Bank?s Head Office, 154 Limassol Avenue, P.S. 2025 (P.O. Box 22032, P.S. 1598), Nicosia, at least 48 hours before the time fixed for the Meeting.