Resolutions of the Bank’s Annual General Meeting of the Shareholders 3.4.2006 | Eurobank
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Resolutions of the Bank’s Annual General Meeting of the Shareholders 3.4.2006

EFG Eurobank Ergasias announces the following:

Α. The Annual General Meeting of April 3rd, 2006, with a 60.60% quorum of the paid up share capital (193,487,782 shares, including 1,978,782 shares with no voting right), resolved as follows:


1) The approval of the annual financial statements for the year 2005, and the payment of a dividend of € 0.90 per share. Given the interim dividend distribution for the year 2005 of € 0.36 per share, according to the Bank’s Board of Directors resolution as at 23rd November 2005, the balance to be distributed to the shareholders as dividend amounts to € 0.54 per share. Entitled to the dividend are the shareholders of the Bank after the close of business of the Athens Exchange on 4 April 2006. As a result, from Wednesday April 5th, 2006, the share will be traded on the Athens Exchange without the right to dividend for the financial year 2005. Dividend payment will commence on Thursday 13 April 2006.

The percentages of the majority on that issue were the following:
Voted for: 184,260,874 shares, equal to 96.215% of the represented shares with voting right Voted against:  0 shares.
 Abstained from voting: 7,248,126 shares, representing 3.785% of the represented shares with voting right. 


2) Land and Buildings-tax revaluation in accordance with article 15 of law 3229/2004.

The percentages of the majority on that issue were the following:Voted for: 185,877,918 shares, equal to 97.060% of the represented shares with voting right Voted against: 0 shares.
Abstained from voting: 5,631,082 shares, representing 2.940% of the represented shares with voting right. 


3) Discharge of the Board of Directors and the Auditors from all responsibility of indemnification in relation to the financial year 2005.

The percentages of the majority on that issue were the following:Voted for: 185,793,672 shares, equal to 97.016% of the represented shares with voting right Voted against: 70,294 shares, representing 0.037% of the represented shares with voting right.
Abstained from voting: 5,645,034 shares, representing 2.947% of the represented shares with voting right. 


4) Distribution of 655,000 free shares to employees in accordance with company law 2190/1920 article 16 and presidential decree 30/1988 article 1 due to the corresponding share capital increase of € 2,161,500 by capitalising profits. Article 5 of the Article of the Association will be amended accordingly. Following the approval of the AGM (item 8 below) for the bonus issue of 2 new free shares for every 10 held, the above number of free shares to employees will be adjusted to 786,000 shares. The Board of Directors is authorized to settle the procedural issues and the details.

The percentages of the majority on that issue were the following:Voted for: 178,245,750 shares, equal to 93.074% of the represented shares with voting right Voted against: 5,449,789 shares, representing 2.846% of the represented shares with voting right.Abstained from voting: 7,813,461 shares, representing 4.080% of the represented shares with voting right. 
 

5) The appointment of PriceWaterhouseCoopers auditing firm for the audit of the financial year 2006. Fees will be determined according to the decisions of the Supervising Board of the Chartered Accountants in Greece.  

The percentages of the majority on that issue were the following:Voted for: 185,869,616 shares, equal to 97.055% of the represented shares with voting right Voted against: 0 shares.
Abstained from voting: 5,639,384 shares, representing 2.945% of the represented shares with voting right. 


6) The approval of a) the fees paid to Directors for services rendered during the financial year 2005, as pre-approved by the previous Annual General Meeting, and b) the fees payable to Directors and General Managers for the financial year 2006.

The percentages of the majority on that issue were the following:Voted for: 185,865,453 shares, equal to 97.053% of the represented shares with voting right Voted against: 4,163 shares, representing 0.002% of the represented shares with voting right.
Abstained from voting: 5,639,384 shares, representing 2.945% of the represented shares with voting right. 


7) The renewal of the share buy-back program for the support of the Bank’s share price, as defined in company law 2190/1920 article 16 par. 5, for a period up to twelve months, at once or partially, at a maximum purchase price of € 40 per share and a minimum purchase price of € 6 per share, up to a total number corresponding to the 5% of the total number of the Bank’s shares. Following the approval by the AGM for the bonus issue of 2 new free shares for every 10 held (item 8 below), the maximum and minimum purchase price will be adjusted on the ex-bonus share date to € 5 and € 33.33 per share respectively.

The percentages of the majority on that issue were the following:Voted for: 185,822,685 shares, equal to 97.031% of the represented shares with voting right Voted against: 56,424 shares, representing 0.029% of the represented shares with voting right.
Abstained from voting: 5,629,891 shares, representing 2.940% of the represented shares with voting right. 


8) Distribution to shareholders of 2 new free shares for every 10 held to be issued due to the corresponding share capital increase by capitalizing part of the share premium account.

The percentages of the majority on that issue were the following:Voted for: 185,890,421 shares, equal to 97.066% of the represented shares with voting right Voted against: 0 shares.
Abstained from voting: 5,618,579 shares, representing 2.934% of the represented shares with voting right. 


9) Amendment of the articles of Association to empower the Board of Directors to grant permission to Directors and executives of the Bank to participate on the Board of Directors or the management of companies with similar objectives.

The percentages of the majority on that issue were the following:Voted for: 185,653,344 shares, equal to 96.942% of the represented shares with voting right Voted against: 221,032 shares, representing 0.116% of the represented shares with voting right.
Abstained from voting: 5,634,385 shares, representing 2.942% of the represented shares with voting right. 


The above mentioned resolutions of the General Meeting will be implemented after following the legal procedure.


B. The discussion and resolution on the 5th and 9th item of the Agenda regarding the distribution of stock options in accordance with the provisions of article 13 par. 9 of company law 2190/1920 and the cancellation of treasury shares in accordance with the provisions of article 16 par. 5 of company law 2190/1920, was postponed  due to the fact that the quorum required by law and the articles of association was not achieved, and it will be realised in the A΄Repeat Annual General Meeting, which will take place on Monday, the 17th of April 2006, at 10 a.m., at the Hotel “Athens Plaza”, Syntagma Square, following the 3 April 2006 resolution of the Bank’s Board of Directors.