EUROBANK ERGASIAS S.A.
Annual General Meeting of the Shareholders
16 June 2017
10:00 a.m.
INVITATION
In accordance with the c.l. 2190/1920 “re: Sociétés Anonymes” and the Articles of Association of the Bank, the Board of Directors invites the shareholders of Eurobank Ergasias S.A. to the Annual General Meeting, on Friday 16 June 2017, at 10:00 a.m., at the Hotel Grande Bretagne, 1 Vassileos Georgiou A’ Str., Syntagma Square, Athens.
The items on the Agenda are as follows:
- Financial Statements for the year ended 31 December 2016. Directors’ and Auditors’ Reports.
- Discharge of the Board of Directors and the Auditors from all responsibility for indemnification in relation to the financial year 2016.
- Appointment of auditors for the financial year 2017.
- Announcement of the election of two new independent Directors in replacement of two resigned and appointment of one of the new Directors as member of the Audit Committee.
- Approval of the remuneration of Directors and of agreements in accordance with articles 23a and 24 of c.l. 2190/1920.
Should the quorum required by law not be achieved, the Annual General Meeting of the shareholders of the Bank will take place in A’ Repeat Meeting on Tuesday 27 June 2017, at 10:00 a.m., at “Bodossakis Foundation Building (John S. Latsis Hall)”, 20 Amalias Av., Athens without the publication of a further invitation.
In accordance with articles 26 par. 2b and 28a of c.l. 2190/1920, the Bank informs its shareholders of the following:
RIGHT TO PARTICIPATE AND VOTE IN THE ANNUAL GENERAL MEETING
Any person appearing as a shareholder of ordinary shares of the Bank in the registry of the Dematerialized Securities System (“DSS”) managed by Hellenic Central Securities Depository S.A. (“HCSD”) at the start of the fifth (5th) day before the date of the Annual General Meeting («Record Date») and respectively at the start of the fourth (4th) day before the date of the A’ Repeat Annual General Meeting («Record Date of the Annual General Meeting») has the right to participate in the Annual General Meeting of 16 June 2017.
Proof of shareholder’s capacity is verified electronically by HCSD through the Bank’s online connection to the DSS. In order to participate and vote at the Annual General Meeting, the shareholder is not required to submit any written confirmation from HCSD. Only those who have shareholder’s capacity on the Record Date shall have the right to participate and vote at the Annual General Meeting. The exercise of this right does not require the blocking of shares or any other process which restricts the shareholders’ ability to sell and/or transfer shares during the period between the Record Date and the Extraordinary General Meeting. Each share is entitled to one vote.
PROCEDURE FOR VOTING BY PROXY
Shareholders may participate in the Annual General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies and legal entities/shareholders may appoint up to three (3) natural persons as proxies. In cases where a shareholder owns shares of the Bank that are held in more than one Investor Securities Account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each Account. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.
The Bank’s Articles of Association do not provide for the possibility of the participation of shareholders in the Annual General Meeting by electronic means, without the shareholders being physically present at the Meeting, nor for the possibility of voting by distance through electronic means or correspondence.
The appointment or revocation of the proxy should be made at least three (3) days before the date of the Annual General Meeting with one of the two following ways:
a) Through a special electronic system (e-General Meeting) providing detailed instructions to the shareholders, which will be available to the shareholders at the Bank's website (www.eurobank.gr).
b) In printed form, using a proxy form which will be available to the shareholders (i) in printed form at the Bank’s branches and the Bank’s Investor Information Services Division at 8, Iolkou Str., 14234 N. Ionia, and (ii) on the website of the Bank (www.eurobank.gr), in electronic form. The said form, filled in and signed by the shareholder, must be filed with the Bank at the abovementioned -under (i)- locations, at least three (3) days prior to the day of Annual or any Repeat Annual General Meeting after this.
Before the commencement of the Annual General Meeting, the proxy must disclose to the Bank any particular facts that
may be of relevance for shareholders in assessing the risk that the proxy may pursue interests other than those of the
shareholder. A conflict of interest may arise in particular when the proxy:
a) is a controlling shareholder of the Bank or is another controlled entity by such shareholder;
b) is a member of the Board of Directors or of the Management of the Bank or of a controlling shareholder or of a
controlled entity by such shareholder;
c) is an employee or an auditor of the Bank or of a controlling shareholder or of a controlled entity by such shareholder;
d) is the spouse or a close relative (1st degree) of any natural person referred to in (a) to (c) hereinabove.
MINORITY SHAREHOLDERS’ RIGHTS
- Shareholders representing 1/20 of the paid-up share capital of the Bank may request:
(a) to include additional items in the Agenda of the Annual General Meeting, provided that the request is
communicated to the Board at least fifteen (15) days prior to the Annual General Meeting, accompanied by a
justification or a draft resolution to be approved by the Annual General Meeting.
(b) to make available to shareholders six (6) days prior to the Annual General Meeting at the latest, any draft
resolutions on the items included in the initial or revised Agenda, provided that the request is communicated to
the Board at least seven (7) days prior to the Annual General Meeting.
(c) to disclose at the Annual General Meeting the amounts paid to each member of the Board or to the management
as well as any benefit acquired by such persons from any cause or through any contract, during the last two (2)
years. - Any shareholder may request, provided that the said request is filed with the Bank at least five (5) full days prior to
the Annual General Meeting, to provide the Annual General Meeting with the information regarding the affairs of the
Bank, insofar as such information is relevant to a proper assessment of the items on the Agenda. - Shareholders representing 1/5 of the paid-up capital of the Bank may request, provided that the said request is filed
with the Bank at least five (5) full days prior to the Annual General Meeting, to provide the Annual General Meeting
with information on the course of the affairs and financial status of the Bank.
Detailed information regarding minority shareholders’ rights and the specific conditions to exercise these rights are
available on the website of the Bank (www.eurobank.gr).
AVAILABLE DOCUMENTS AND INFORMATION
The full text of the documents to be submitted to the Annual General Meeting and the draft resolutions on the items on
the Agenda shall be made available in hardcopy form at the Bank’s Investor Information Services Division at 8, Iolkou
Str., 14234 N. Ionia (tel. +30 210-3522400), where shareholders can obtain copies.
All the above documents as well as the invitation to the Annual General Meeting, the number of existing shares and
voting rights (in total and per class of shares) and the proxy and voting forms shall be made available in electronic form
on the website of the Bank (www.eurobank.gr).
Athens, 18 May 2017
THE BOARD OF DIRECTORS