Information Document | Eurobank
Choose Language Top Menu Main Menu Extra Button Menu Page Contents Footer Search

Information Document

 in accordance with article 4 para1.e and para 2.f of l.3401/2005,
for the listing of EFG Eurobank Ergasias S.A’s shares
from the exercise of Stock Options

EFG Eurobank Ergasias S.A (“Bank”), within the framework of the Stock Option Plans (“Plans”) approved by the General Shareholders’ Meetings for the members of the staff and of the Board of Directors of the Bank and of its related companies, and in accordance with article 4 par. 1.e and par. 2.f of l.3401/2005, informs the public about the following: 

1.  BRIEF DESCRIPTION OF THE STOCK OPTION PLANS

The Bank, within the framework of a sophisticated motivation and remuneration program for the efforts and achievements of the members of the staff and of the Board of Directors of the Bank and of its related companies, according to the provisions of article 13 par. 9 of c.l. 2190/20, offers stock option certificates for the purchase of its shares. The above certificates, distributed to the members of the staff and the Board of Directors of the Bank and its related companies, are personal and not transferable.

Criterion for participation in the Stock Option Plans is the especially significant contribution to the Bank’s or the related company’s results, in combination with the position and the functional level of responsibility of each individual. 

In order for the rights of the beneficiaries of the certificates issued each time 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 issuance of new shares, bonus or cash payment, or if the share’s nominal value is modified, or in case of other corporate actions such as merger etc.  In such cases, the Board of Directors determines the new relationship for the number of shares and exercise price, which will be applied for the stock option certificates.

Within the framework of the implementation of the Plans, stock option holders may exercise their rights every December of each year specified, 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. Of the Plans, the 1st, 2nd and 3rd have already expired. The plans mentioned below are still in progress:

4th Plan –General Shareholders Meeting resolution of 19/5/2003

According to the Board of Directors’ decision of 24/7/2003, the stock option certificates of the 4th Plan were issued and distributed to the beneficiaries for the acquisition of up to 1,355,000 shares at the price of 5.50 euros per share. The rights of the above stock option certificates could be exercised during the years 2004, 2005 and 2006.

  •  According to the decision of the Board of Directors of 15/11/2004, the total number of shares was readjusted from 1,355,000 to 1,352,541 and the price per share from 5.50 euros to 5.51 euros.
  • During the first year of the rights’ exercise, i.e. December of year 2004, 270 beneficiaries exercised their stock option rights for 1,350,933 shares in total, and therefore rights for the acquisition of 1,608 shares remained unexercised.
  •  According to the decision of the Board of Directors of 29/11/2005, the total number of shares was readjusted from 1,608 to 1,611 and the price per share from 5.51 euros to 5.50 euros.
  • During the second year of the rights’ exercise, i.e. December of year 2005, 3 beneficiaries exercised their stock option rights for 1,176 shares in total, and therefore rights for the acquisition of 435 shares remained unexercised.
  •  According to the 23/11/2006 decision of the Board of Directors, the total number of shares was readjusted from 435 to 510and the price per share from 5.50 euros to 4.68 euros.
  • During the third and last year of the rights’ exercise, i.e. December of year 2006, no stock option rights from the 4th Plan were exercised.
  • Therefore, stock option rights for 1,352,109 shares in total were exercised from the 4th Plan. There are no pending rights, given the expiration of the Plan. 

5th Plan –General Shareholders Meetings resolutions of 5/4/2004 & 29/11/2004

According to the Board of Directors’ decision of 9/6/2004, the stock option certificates of the 5th Plan were issued and distributed to the beneficiaries for the acquisition of up to 1,550,000 Bank shares at the price of 9.00 euros per share, The rights of the above stock option certificates could be exercised during the years 2005, 2006 and 2007. According to the Board of Directors’ decision of 10/12/2004,  the certificates issued on 30/6/2004  (according to the Board of Directors’ decision of 9/6/2004), were cancelled and replaced with new 5th plan stock option certificates for the acquisition of up to 1,550,000 Bank shares, the rights of which may be exercised during the years 2004, 2005, 2006 and 2007 at a price of (i) 9.30 euros per share, if the stock option right is exercised during 2004, and (ii) 9.00 euros per share, if the stock option right is exercised during the years 2005, 2006 and 2007.

  • During the first year of the rights’ exercise, i.e. December of year 2004, 303 beneficiaries exercised their stock option rights for 1,501,920 shares in total, and therefore rights for the acquisition of 48,080 shares remained unexercised.
  •  According to the 29/11/2005 decision of the Board of Directors, the total number of shares was readjusted from 48,080 to 48,187 and the price per share from 9.00 euros to 8.98 euros.
  • During the second year of the rights’ exercise, i.e. December of year 2005, 14 beneficiaries exercised their stock option rights for 46,167 shares in total, and therefore rights for the acquisition of 2,020 shares remained unexercised.
  • According to the decision of the Board of Directors of 23/11/2006, the total number of shares was readjusted from 2,020 to 2,374 and the price per share from 8.98 euros to 7.64 euros.
  • During the third year of the rights’ exercise, i.e. December of year 2006, 1 beneficiary exercised stock option rights for 2,366 shares in total.
  • Therefore, stock option rights for 1,550,453 shares in total were exercised from the 5th Plan. The remaining rights, for the acquisition of 8 shares, may be exercised in December 2007.  

6th Plan –General Shareholders Meeting resolution of 18/4/2005

According to the Board of Directors’ decision of 16/6/2005, the stock option certificates of the 6th Plan were issued and distributed to the beneficiaries for the acquisition of up to 1,525,000 shares at the price of 18.00 euros per share. The rights of the above stock option certificates can be exercised during the years 2007, 2008, 2009 and 2010.

7th Plan - General Shareholders Meeting of resolution 17/4/2006
In accordance with the A’ Repeat Annual General Meeting’s Resolution of 17/4/2006, which established a stock option plan for the members of the staff and of the Board of Directors of the Bank and of its related companies, the Board of Directors is entitled to issue stock option certificates within the next 5 years (i.e. until the Annual General Meeting of the year 2011). Stock option rights may be exercised at a price to be finalized by the Board of Directors, which will be up to 80% of the average market price of the six months prior to the approval of issuance of each option series. The maximum number of shares to be issued by the Bank as a result of the stock options exercise will be up to 3% of its total shares in issue. 

According to the Board of Directors’ decision of 24/5/2006, the stock option certificates of the 1st series of the 7th Plan were issued and distributed to the beneficiaries for the acquisition of up to 1,200,000 Bank shares at the price of 15.00 euros per share. The rights of the above stock option certificates can be exercised during the years 2008, 2009, 2010 and 2011.

2.  BANK’S SHARE CAPITAL INCREASE DUE TO STOCK OPTION EXERCISE DURING DECEMBER OF YEAR 2006

As a result of the above mentioned stock option exercise of the Bank’s  5th  Plan during December 2006, the Bank’s share capital increased withthe decision of the Board of Directors of 15/12/2006, through the issue of a total of 2,366 new shares, of a nominal value of 3.30 eurosper share, for the acquisition of which the sole beneficiary of the relevant certificates,  paid a total amount of 18,076.24 euros (i.e. a total nominal value of 7,807.80 euros plus 10,268.44 euros total share premium). On 18/12/2006, the Board of Directors certified the payment of the amount of the above increase.  The above 2,366 new shares will be issued in the name of the person who exercised the stock option rights, and the Bank will take all necessary measures for the shares’ listing on the A.S.E.  These shares will be registered in the files of the Central Securities Depository S.A. in the beneficiary’s investor share and account number in the Dematerialized Securities System, according to  law.

Following the above, the Bank’s total paid-in share capital amounts to 1,264,520,756.40 euros divided to 383,188,108 registered shares, of nominal value 3.30 euros per share.

In the framework of the implementation of the Stock Option Plans, which were resolved by the General Meetings of the years 2000, 2001, 2002, 2003, and 2004, rights have been exercised which correspond to 4,666,820 shares (including the new 2,366 shares) in total, of 3.30 euros nominal value per share as of today. Specifically, the following number of shares has been issued:

  • 600,032 shares from the stock option rights exercise of the 1st Plan
  • 342,804 shares from the stock option rights exercise of the 2nd Plan
  • 821,422 shares from the stock option rights exercise of the 3rd Plan
  • 1,352,109 shares from the stock option rights exercise of the 4th Plan
  • 1,550.453 shares from the stock option rights exercise of the  5th Plan

The persons responsible for this Information Document and the accuracy of its contents are:

1.   Andreas Enotiades, Head of Group Corporate Governance Division

2.   Martha Fotinopoulou, Head of Corporate Governance Compliance and Company Secretariat

The Information Document is available at the Bank’s offices in Athens, 6 Siniosoglou Str., 142 34, Nea Ionia, and in electronic form on the Bank’s website www.eurobank.gr.  For any further information, please contact Mrs Martha Fotinopoulou at the above mentioned offices, during working hours (tel.:210 3523436).