In accordance with company law 2190/1920 “re: Societés Anonymes” and the Articles of Association of the Bank, the Board of Directors invites the shareholders of EFG Eurobank Ergasias S.A. to the Extraordinary General Meeting, on Monday 10 January 2011, at 10 a.m., at Bodossakis Foundation Building (“John S. Latsis Hall”), Amalias Av. 20, Athens.
The items on the Agenda are as follows:
- Merger of EFG Eurobank Ergasias S.A. with DIAS Portfolio Investments S.A. by absorption of the latter by the former and approval of the Draft Merger Agreement. Increase of the share capital as a result of the merger, including capitalization of part of the Bank’s share premium for rounding reasons (modification of the nominal value of the ordinary shares). Amendment of the articles 5 and 6 of the Bank’s Articles of Association. Authorization to the Board of Directors to immediately sell any fractional rights that might result from the aforementioned increase and credit shareholders with the proceeds.
- Designation of independent non-executive members of the Board.
Should the quorum required by law not be achieved, the Repeat Extraordinary General Meeting of the shareholders of the Bank will take place on Monday 24 January 2011, at 10 a.m., at Bodossakis Foundation Building (“John S. Latsis Hall”), Amalias Av. 20, Athens, without the publication of a further invitation.
In accordance with article 26, par. 2b and 28a of company law 2190/1920, the Bank informs its shareholders of the following:
RIGHT TO PARTICIPATE AND VOTE IN THE EXTRAORDINARY GENERAL MEETING
The right to participate in the Extraordinary General Meeting of 10 January 2011 has any person appearing as a shareholder of ordinary shares of the Bank in the registry of the Dematerialized Securities System (“DSS”) managed by Hellenic Exchanges S.A. (“HELEX”), on Wednesday, 5 January 2011 (“Record Date”), i.e. at the start of the fifth (5th) day before the date of the Extraordinary General Meeting and on Thursday, 20 January 2011 (“Record Date”), i.e. at the start of the fourth (4th) day before the date of the Repeat Extraordinary General Meeting, respectively.
Proof of shareholder’s capacity is verified electronically by HELEX through the Bank’s online connection to the DSS. In order to participate and vote at the General Meeting, the shareholder is not required to submit any written confirmation from HELEX.
Only those who have shareholder’s capacity on the said Record Date shall have the right to participate and vote at the General Meeting. The exercise of this right does not require the blocking of shares or any other process which restricts the shareholders’ ability to sell and/or transfer shares during the period between the Record Date and the General Meeting.
Each share is entitled to one vote.
PROCEDURE FOR VOTING BY PROXY
Shareholders may participate in the Extraordinary General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies and legal entities/shareholders may appoint up to three (3) natural persons as proxies. In cases where a shareholder owns shares of the Bank that are held in more than one Investor Securities Account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each Account. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.
The Bank’s Articles of Association do not provide for participation in the General Meeting by electronic means, without the shareholder being physically present at the Meeting, nor for voting by distance through electronic means or correspondence. Similarly, the Articles of Association do not provide for the appointment and revocation of a proxy by electronic means.
The proxy form will be available to the shareholders (a) in printed form at the Bank’s branches and the Bank’s Investors Information Services Division at 8, Iolkou Str. and Filikis Etaireias (Building A), 142 34 Nea Ionia (tel. +30 210-3523300), and (b) in electronic form on the website of the Bank (www.eurobank.gr). The said form, filled in and signed by the shareholder, must be filed with the Bank at the abovementioned -under (a)- locations, at least three (3) days before the date of the Extraordinary General Meeting or any Repeat Extraordinary General Meeting after this.
Before the commencement of the General Meeting, the proxy must disclose to the Bank any particular facts that may be of relevance for shareholders in assessing the risk that the proxy may pursue interests other than those of the shareholder.
A conflict of interest may arise in particular when the proxy:
a) is a controlling shareholder of the Bank or is another controlled entity by such shareholder;
b) is a member of the Board of Directors or of the Management of the Bank or of a controlling shareholder or an controlled entity by such shareholder;
c) is an employee or an auditor of the Bank, or of a controlling shareholder or an controlled entity by such shareholder;
d) is the spouse or a close relative (1st degree) of any natural person referred to in (a) to (c) hereinabove.
MINORITY SHAREHOLDERS’ RIGHTS
- Shareholders representing 1/20 of the paid-up share capital of the Bank may request: (a) to include additional items in the Agenda of the General Meeting, provided that the request is communicated to the Board by Friday, 24 December 2010, accompanied by a justification or a draft resolution to be approved by the General Meeting.(b) to make available to shareholders by Tuesday, 4 January 2011 at the latest, any draft resolutions on the items included in the initial or revised agenda, provided that the request is communicated to the Board by Monday, 3 January 2011.
- Any shareholder may request, provided that the said request is filed with the Bank by Tuesday, 4 January 2011, to provide the General Meeting with the information regarding the affairs of the Bank, insofar as such information is relevant to a proper assessment of the items on the agenda.
- Shareholders representing 1/5 of the paid-up capital of the Bank may request, provided that the said request is filed with the Bank by Tuesday, 4 January 2011, to provide the General Meeting with information on the course of the business affairs and financial status of the Bank.
Detailed information regarding minority shareholders’ rights and the specific conditions to exercise these rights, are available on the website of the Bank (www.eurobank.gr).
AVAILABLE DOCUMENTS AND INFORMATION
The full text of the documents to be submitted to the General Meeting and the draft resolutions on the items of the agenda is available in hardcopy form at the Investors Information Services Division at 8, Iolkou Str. and Filikis Etaireias (Building A), 142 34 Nea Ionia (tel. +30 210-3523300), where shareholders can obtain copies.
All the above documents as well as the invitation to the General Meeting, the number of existing shares and voting rights (in total and per class of shares) and the proxy and voting forms are available in electronic form on the website of the Bank (www.eurobank.gr ).
Athens, 16 December 2010
THE CHAIRMANOF THE BOARD OF DIRECTORS
Efthymios N Christodoulou