EFG Eurobank Ergasias S.A (“Bank”), within the framework of the Stock Option Plan approved by the General Shareholders’ Meeting on April 18, 2005 (“Stock Option Plan”) for the members of the staff and of the Board of Directors of the Bank and of its related companies, and in accordance with the provisions of article 13 par. 9 of c.l. 2190/20, as in force at that time, and in accordance with article 4 par. 2 f of l.3401/2005, informs the public about the following:
In the framework of the Stock Option Plan aiming to motivate and remunerate the efforts and achievements of the members of the staff and of the Board of Directors of the Bank and of its related companies and with criterion for participating in the above Stock Option Plan the especially significant contribution to the Bank’s or the related companies’ results, in combination with the position and the functional level of responsibility of each individual, the Bank offered stock option certificates for the purchase of up to 1,525,000 of its shares at a price of €18.00 per share. The above certificates, issued as decided and distributed by the Board of Directors on 16.6.2005, are personal and not transferable.
The rights of the above stock option certificates can be exercised during December of the years 2007, 2008, 2009 and 2010, by paying at that time in cash the total amount for the procurement of the shares for which options are exercised. Beneficiaries may exercise their rights provided that, at the time of the exercise, they continue to provide their services to the Bank or the related company.
In order for the rights of the beneficiaries of the certificates issued not to be distorted, the number of shares issued based on these certificates is mathematically adjusted, whenever the Bank’s share capital is modified, for example through the issue of new shares, free or for cash, or if the nominal value of shares is modified, or in case of other corporate actions such as merger etc. In such cases, the Board of Directors determines the new number of shares and exercise price, which will be applied for the stock option certificates.
Specifically, according to the decision of the Board of Directors of 8.5.2007, the total number of shares was readjusted from 1,525,000 to 2,204,820 and the price per share from €18.00 to €12.45, and then according to the decision of the Board of Directors of 1.11.2007, the total number of shares was readjusted from 2,204,820 to 2,261,121 and the price per share from €12.45 to €12.14. Furthermore, the beneficiaries of the above mentioned stock options certificates can exercise their rights for the year 2007 (first year of the exercise of rights) on December 3rd, 2007.
Following the above, on December 3rd, 2007 stock options for the acquisition of 1,847,817 shares have been exercised out of the total number of 2,261,121 shares to be acquired, at a price per share €12.14. Out of 301 stock option beneficiaries of the Stock Option Plan, 293 exercised their rights. The remaining stock option rights for the acquisition of shares, may be exercised partly or in their entirety within December of the years 2008, 2009 and 2010, as determined by the Board of Directors.
Following the exercise of the above mentioned rights of the Stock Option Plan, the Board of Directors, at its session on 5.12.2007, decided to increase the share capital of the Bank through the issue of 1,847,817 new registered ordinary voting shares, of nominal value €2.75 each, for the acquisition of which the beneficiaries of the certificates paid a total amount of €22,342,498.38 (i.e. a total nominal value of €5,081,496.75 plus €17,351,001.63 total share premium). At the same meeting, the Board of Directors certified the payment of the amount of the above increase. The above mentioned share capital increase and the certification of payment were recorded in the Register of Societe Anonymes of the Ministry of Development on 13.12.2007 (under the respective announcements referenced K2-17512).
The above 1,847,817 new shares will be issued in the name of the persons who exercised the stock option rights, and the Bank will take all necessary measures for the listing of the shares on the Athens Exchange. These shares will be recorded in the files of the Hellenic Exchanges S.A. (H.E.L.E.X.) in the beneficiary’s investor share and account number in the Electronic (Dematerialized) Securities System, according to law.
Following the above, the Bank’s total paid-in share capital amounts to €1,441,814,090.75 divided into 524,296,033 registered shares, of nominal value €2.75 each.
The persons responsible for this Information Document and the accuracy of its contents are:
- Andreas Enotiades, Head of Group Corporate Governance
- Efrosini Koulocheri, Group Corporate Governance Officer.
The Information Document is available at the Bank’s offices in Athens, 6 Siniosoglou Str., 14234, Nea Ionia, and in electronic form on the Bank’s website www.eurobank.gr. For any further information, please contact Mrs Efrosini Koulocheri at the above mentioned offices, during working hours (tel.:210 3522361).