Tuesday, April 30, 2013

ANNOUNCEMENT

Resolutions of the Bank's Extraordinary Shareholders General Meeting of 30.4.2013

 Eurobank Ergasias S.A. announces that the Extraordinary General Meeting, convened today, was attended by shareholders representing 476,700,440 shares, corresponding to 86.21% of the paid up share capital with voting rights. In respect of the items on the Agenda, as shown on the notice dated 22.4.2013, the General Meeting:

1.     Αpproved the decrease of the share capital of the Bank by means of the parallel (i) increase of the nominal value of each ordinary share with voting rights and decrease of the total number of the existing ordinary shares thereof through reverse split, at a ratio of 10 old shares for each 1 new share, and (ii) decrease of the nominal value of the ordinary share of the Bank (as it will result after the reverse split) to Euro 0.30, for the purpose of forming a special reserve of an equal amount, pursuant to article 4 par. 4a of c.l. 2190/1920. In addition, it authorized the Board of Directors to liquidate, as soon as possible, the shares formed from the aggregation of the fractional balances that may result from the reverse split and distribute to the beneficiaries the proceeds of such sale.

The voting results on the 1st item were as follows:

• Number of shares for valid votes given 476,668,518 (86.20% of the share capital

  with voting rights), out of which:

- For: 476,667,434

- Against: 1,084

• Abstain: 31,922

2.     Αpproved the increase of the share capital of the Bank, in accordance with the provisions of Law 3864/2010 and the Act of the Cabinet 38/9.11.2012, in order to raise Euro 5,839 million, as follows:

a)     the share capital of the Bank is increased by Euro 1,136,795,207.10 by issuing 3,789,317,357 new ordinary shares with a nominal value of Euro 0.30 each

b)    the share capital increase is covered entirely by the HFSF with the contribution of bonds, issued by the EFSF and owned by the HFSF, of a total fair value of Euro 5,839 million, following the evaluation of these bonds by auditors pursuant to the applicable law and

c)     the total share premium, amounting to Euro 4,702,204,792.90, will be credited to the "share premium" account.

The voting results on the 2nd item were as follows:

• Number of shares for valid votes given 476,668,518 (86.20% of the share capital

  with voting rights), out of which:

- For: 476,400,091

- Against: 268,427

• Abstain: 31,922

3.     Was notified of the election, of Mrs Angeliki N. Frangou and Messrs George A. David, Nicholas M. Stassinopoulos, Dimitrios G. Dimopoulos and Paul K. Mylonas, in replacement of resigned non-executive directors, for the remaining term of the Board's office. The General Meeting did not object to the election of the above directors.

It is noted that two of the above new directors, and more specifically, Mrs Angeliki N. Frangou and Mr George A. David, meet the criteria of the law (article 4 of Law 3016/2002) to be designated as independent non-executive members of the Board of Directors. Such designation will be made pursuant to a decision of the subsequent General Meeting.