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Eurobank Ergasias S.A.

Eurobank Ergasias S.A.

Member: Gold
Since: 07.07.2011

20, Amalias Avenue & 5, Souri Street, GR-105 57, Athens, Greece
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Eurobank Ergasias: Resolutions of the Annual General Meeting

11.07.2018 Share

Eurobank Ergasias S.A. (Bank) announces the following:

Α. The Bank’s Shareholders Annual General Meeting held on July 10, 2018, was attended by shareholders representing 1,403,213,772 shares out of 2,133,918,092 shares, corresponding to 65.76% of the paid up share capital with voting rights on the items of the agenda. It is noted that, according to Law 3864/2010, as in force, for the calculation of the percentages of quorum and majority of the General Meeting, are not included the 52,080,673 common shares of the Bank held by the Hellenic Financial Stability Fund. 

In respect of the items on the agenda, as referred to on the invitation dated 15.06.2018, the General Meeting:

1. Approved the Annual Financial Statements for the financial year 2017, as well as the relevant Directors’ and Auditors’ Reports.

  The voting results on the respective item were as follows:

Number of shares for valid votes given: 1,389,718,360 (65.13% of the share capital with voting rights on the items of the agenda), out of which:

- For: 1,389,013,219
- Against: 705,141
Abstain: 13,495,412

2. Approved the discharge of the Board of Directors and the Certified Auditors from all responsibility of indemnification in relation to the financial year 2017. 

The voting results on the respective item were as follows:

Number of shares for valid votes given: 1,389,718,360 (65.13% of the share capital with voting rights on the items of the agenda), out of which:

- For: 1,369,994,151
- Against: 19,724,209
Abstain: 13,495,412

3. Approved the appointment of the audit firm “KPMG Certified Auditors S.A.” (KPMG) as statutory auditor for the financial statements (standalone and consolidated) for the year ending 31 December 2018 as well as KPMG’s relevant audit fees for Eurobank Ergasias S.A. and its subsidiaries, which will amount to 6.6% lower than the relevant audit fees for 2017.

The voting results on the respective item were as follows:

Number of shares for valid votes given: 1,394,346,191 (65.34% of the share capital with voting rights on the items of the agenda), out of which:

- For: 1,384,122,621
- Against: 10,223,570
Abstain: 8,867,581

4. Approved:

a) The election of the following as Board members of the Bank (in alphabetical order): 

1. Richard P. Boucher
2. George K. Chryssikos
3. Stavros E. Ioannou
4. Rajeev Kakar 
5. Theodoros A. Kalantonis
6. Nikolaos V. Karamouzis
7. Fokion C. Karavias
8. Bradley Paul L. Martin
9. Jawaid A. Mirza
10. George E. Myhal
11. Lucrezia Reichlin
12. Konstantinos V. Vassiliou 
13. Aikaterini K. Beritsi, Representative of the HFSF

The term of office of the members will expire on 10.07.2021, prolonged until the end of the period the Annual General Meeting for the year 2021 will take place.

b) The appointment of Messrs. Richard P. Boucher, Rajeev Kakar, Bradley Paul L. Martin, Jawaid A. Mirza, George E. Myhal and Lucrezia Reichlin as independent non-executive members of the Board.

The voting results on the respective item were as follows:

Number of shares for valid votes given: 1,394,340,091 (65.34% of the share capital with voting rights on the items of the agenda), out of which:

- For: 1,328,317,969
- Against: 66,022,122
Abstain: 8,873,681

5. Approved the appointment of Messrs. Jawaid A. Mirza, Richard P. Boucher, Nikolaos V. Karamouzis, Bradley Paul L. Martin and Aikaterini K. Beritsi (Representative of the HFSF) as members of the Board's Audit Committee, whose term of office coincides with the term of office of the Board of Directors, i.e. the term of office of the Audit Committee members will expire on 10.07.2021, prolonged until the end of the period the Annual General Meeting for the year 2021 will take place.

In addition, approved the appointment of Mr. Jawaid A. Mirza as Chairman of the Audit Committee, in accordance with the art. 44 of L.4449/2017 and taking into consideration the provisions of art. 10 of L.3864/2010.

The voting results on the respective item were as follows:

Number of shares for valid votes given: 1,394,346,191 (65.34% of the share capital with voting rights on the items of the agenda), out of which:

- For: 1,311,053,859
- Against: 83,292,332
Abstain: 8,867,581

6. Approved the remuneration paid to Directors for services rendered during the financial year 2017, as decided by the previous Annual General Meeting, and the fees payable to Directors during the financial year 2018, as well as the severance payment to the respective executive Board members who leave the Bank, according to the provisions of the Bank’s Separation Policy, in accordance with art. 23a and 24 of c.l. 2190/1920.

The voting results on the respective item were as follows:

Number of shares for valid votes given: 1,394,346,191 (65.34% of the share capital with voting rights on the items of the agenda), out of which:

- For: 1,392,315,883
- Against: 2,030,308
Abstain: 8,867,581

Β. The Board of Directors of the Bank, in its meeting of 10 July 2018, decided on its constitution, on the appointment of the Chief Executive Officer (CEO) and the Deputy Chief Executive Officers (Deputy CEOs) and on the determination of its executive and non-executive Directors, as follows:

1. Nikolaos V. Karamouzis, Chairman, non-executive Director
2. Fokion C. Karavias, CEO, executive Director
3. Stavros E. Ioannou, Deputy CEO, executive Director
4. Theodoros A. Kalantonis, Deputy CEO, executive Director
5. Konstantinos V. Vassiliou, Deputy CEO, executive Director
6. George K. Chryssikos, non-executive Director
7. Richard P. Boucher, independent non-executive Director
8. Rajeev Kakar, independent non-executive Director
9. Bradley Paul L. Martin, independent non-executive Director
10. Jawaid A. Mirza, independent non-executive Director
11. George E. Myhal, independent non-executive Director
12. Lucrezia Reichlin, independent non-executive Director
13. Aikaterini K. Beritsi, Representative of the HFSF, non-executive Director

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