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Draft amendment of the Articles of Association

EFG Eurobank Ergasias S.A. announces, in accordance with article 19 par. 2 of l. 3556/2007, that it proposes to amend articles 5 & 6 of its Articles of Association by Resolution of the Bank’s General Shareholders Meeting which will convene on Monday 10 January 2011, at 10 a.m., at “Bodossakis Foundation Building (John S. Latsis Hall)”, Amalias Av. 20, Athens,, or should the quorum required by law not be achieved, at the Repeat General Meeting that will take place on Monday, 24 January 2011, at 10 a.m., at “Bodossakis Foundation Building (John S. Latsis Hall)”, Amalias Av. 20, Athens, or any adjournment thereof. The amendment, set out below, should be read in conjunction with the “Information on the Extraordinary General Meeting of 10 January 2011 (including information under art.27 par.3 of c.l.2190/1920)” which has been posted on the Bank’s website www.eurobank.gr.

«Article 5

1. The Bank’s share capital amounts to 2,503,563,899.56 euros and is divided into 896,364,858 shares of which: a) 550,864,858 ordinary shares with voting rights, of a nominal value of 2.82 euros each and b) 345,500,000 preferred shares, without voting rights, issued under l.3723/2008 of a nominal value of 2.75 euros each.

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2.60 The above share capital was further increased as a result of the merger of the Bank with the company “DIAS Portfolio Investments S.A.” which was established in 1991, with registered office in Athens and which was dissolved – without liquidation – through its absorption by the Bank, following the merger procedure specified in Articles 69 -77a of L. 2190/1920 in combination with Article 16 of L. 2515/1997 and Articles 1-5 of L. 2166/1993, following the decision of the A’ Repeat Extraordinary General Meeting of the Shareholders of the Bank dated __/__/_____ and the respective decision of the A’ Repeat Extraordinary General Meeting of the Shareholders dated __/__/_____ of the absorbed company.

More specifically, the above General Meeting approved the following modifications of the share capital of the Bank:

a) Increase of the share capital by 69,987,530.76 euros which corresponds to the share capital of the absorbed company (96,942,006.32 euros) after the deduction from the latter of the amount of 25,286,867.92 euros, which corresponds to the total nominal value of the 27,485,726 shares of the absorbed company that belonged to the Bank and the amount of 1,667,607.64 euros, which corresponds to the total nominal value of the 1,812,617 shares of the absorbed company that belonged to DIAS.

b) Increase of the share capital, for rounding purposes, by 2,315,242.55 euros, through the capitalization of the equivalent amount of the Bank’s share premium, with a simultaneous change of the nominal value of the share from 2.75 to 2.82 euros.

Thus, following the above merger the share capital of the Bank amounted to 2,503,563,899.56 euros, divided into 896,364,858 shares, of which a) 550,864,858 ordinary shares with voting rights, of a nominal value of 2.82 euros each and b) 345,500,000 preferred shares, without voting rights, issued under l.3723/2008 of a nominal value of 2.75 euros each.

Article 6

The shares of the Bank are all registered and divided into two categories: a) 550,864,858 are ordinary, voting shares, dematerialized and listed on the Athens Stock Exchange. They are registered in the records of Hellenic Exchanges S.A. (H.E.L.E.X.) and are monitored through entries to those records and b) 345,500,000 shares, issued in accordance with L. 3723/2008, that are privileged, without a voting right, material, non transferable, and cannot be listed in an organized market.

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