Draft Amendment of the Articles of Association | Eurobank
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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 and 11 of its Articles of Association by Resolution of the Bank’s Annual General Meeting of Shareholders which will convene on Tuesday, 28 June 2011, at 10 a.m., at “Hotel Grande Bretagne”, Constitution Square, Athens, or should the quorum required by law not be achieved, at the Repeat Annual General Meeting that will take place on Monday, 11 July 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 Annual General Meeting of 28 June 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, as follows:

Article 5

a)       Paragraph 1 of article 5 of the Articles of Association (where total share capital is defined) is replaced as follows:

"1. The Bank's share capital amounts to ............. and is divided into eight hundred ninety eight million four hundred forty eight thousand four hundred and twenty seven (898,448,427) shares in total, of which: a) five hundred fifty two million nine hundred forty eight thousand four hundred and twenty seven (552,948,427) ordinary shares with voting rights and a nominal value of .......euros each and b) three hundred forty five million five hundred thousand  (345,500,000) preference shares without voting rights, issued in accordance with L.3723/2008, with a nominal value of two euros and seventy five cents (€2.75) each."

b)       A paragraph is added at the end of article 5 of the Bank’s Articles of Association (number 2.61) in order to include the decision on the share capital decrease, as follows:

"2.61. By decision of the Annual General Meeting of Shareholders held on .................. 2011, the Bank’s share capital was decreased by the amount of ...... euros through the reduction of the nominal value of ordinary shares from ...... euros to ..... euros.

More specifically, the Annual General Meeting decided the following changes in the share capital of the Bank:

a) Decrease of the share capital by the amount of ......... euros and the formation of a special reserve in accordance with article 4, paragraph 4a of 2190/1920, amounting to ............... euros.

b) Decrease of the share capital by the amount of €328m, to offset transformation losses which are included in other reserves and accumulated losses carried forward.

Following the above decreases, the total share capital of the Bank amounted to ....................... euros and the total number of shares to eight hundred ninety eight million four hundred forty eight thousand four hundred and twenty seven (898,448,427), of which: a) five hundred fifty two million nine hundred forty eight thousand four hundred and twenty seven (552,948,427) ordinary shares with voting rights and a nominal value of ....... euros each and b) three hundred forty five million five hundred thousand  (345,500,000) preference shares without voting rights, issued in accordance with L.3723/2008, with a nominal value of two euros and seventy five cents (€2.75) each."

Article 11

More specifically, paragraph 1 of article 11 of the Bank’s Articles of Association is replaced as follows:

"1. The General Meeting is the supreme body of the Bank, convened by the Board of Directors and entitled to resolve upon any matters concerning the Bank. Shareholders have the right to participate and vote at the General Meeting either in person or through their legal representatives, according to the law each time in force. The appointment and revocation of a shareholder representative and their notification to the Bank may also take place via electronic means and in particular through the web access to a special application in the Bank’s website, with the use of personal codes."