GRIVALIA PROPERTIES R.E.I.C.
Resolutions of the Annual General Meeting
Eurobank Properties REIC (the "Company") announces the following:
A. The Annual General Meeting of March 13th, 2008, with a 74.58% quorum of the paid up share capital resolved the following in respect of the items of the Agenda, as described in the Invitation dated February 14th,2008:
Item 1: The approval of the annual financial statements for the year 2007, the distribution of ?266.5 thousand to Directors and staff (of which ?180 thousand will be distributed to Directors), and the payment of a dividend amounting to ?17,568 thousand. Given the interim dividend distribution for the year 2007 amounting to ?7,808 thousand, in accordance with the decision of the Directors dated October 18th, 2007, the remaining dividend to be distributed to the shareholders amounts to ?9,760 thousand or ?0.16 per share. Those entitled to the dividend are the shareholders of the Company after the close of business of the Athens Exchange on March 17th, 2008. As a result, from Tuesday March 18th, 2008, the share will be traded on the Athens Exchange without the right to dividend for the financial year 2007. Dividend payment will commence on Thursday March 27 th, 2008, through the payment Bank, EFG Eurobank Ergasias S.A., in accordance with article 329 of the Athens Exchange Regulation and article 39 of the Electronic (Dematerialised) Securities System (DSS) Regulation, as follows:
(i) Through the operators of securities accounts held in the DSS for the shareholders who have authorised their operators to collect their dividends.
(ii) Through the branch network of EFG Eurobank Ergasias S.A. for the shareholders who have not authorized their operator for the collection of dividends (or have revoked the above mentioned authorisation, or for whom the collection of dividend by their operator was not possible, or whose shares are kept in the special account of Hellenic Exchanges SA [HELEX]). Shareholders may collect their dividends from any branch of EFG Eurobank Ergasias S.A. upon presentation of their Identity Card.
Item 2: Discharge of the Directors and the Auditors from all responsibility for indemnification in relation to the financial year 2007.
Item 3: The appointment of the auditors PriceWaterhouseCoopers for the financial year 2008. Fees will be determined according to the decisions of the Supervising Board of Certified Public Accountants in Greece.
Item 4: The appointment of Mr Elias Ziogas as sworn-in (certified) valuer (surveyor) and the appointment of Mr Ioannis Alexopoulos as alternate valuer of the Company for the financial year 2008. In accordance with l. 2778/1999, the fees may now be agreed by mutual consent.
Item 6: The approval of a) the fees paid during the financial year 2007 to a Director, as pre-approved by the previous General Meeting and b) the fees payable to a Director for the financial year 2008.
Item 7: The permission in accordance with article 23 par. 1 of c.l.2190/1920 to the Directors and Executives of the Company to participate on the Board of Directors or the management of the group of companies of EFG Eurobank Ergasias S.A., of Deutsche Bank AG and of Lamda Development S.A., with similar objectives to those of the Company.
Item 8: The increase of the maximum number of Board members from seven (7) to nine (9). Article 12 of the Articles of Association of the Company will be amended accordingly.
Item 9: The election of a new Board of Directors, consisting of seven members, the term of office of which expires with the election of a new Board of Directors by the Annual General Meeting that will convene in the year 2011, including the appointment of Messrs. Spyridon Makridakis and Dimitrios Serbetis as the independent non executive members of the Board of Directors.
Item 10: Authorization to the Board of Directors, for a 5-year period, according to article 13 par. 14 of c.l.2190/1920, to establish a stock options programme for the staff and the Directors of the Company and its related companies as well as for persons providing services on a fixed basis.
The above mentioned resolutions of the General Meeting will be implemented after obtaining the relevant approvals from the competent supervisory authorities and after the completion of all relevant formalities.
B. The discussion on the remaining item 5 of the Agenda did not take place as the Company will not proceed for the time being with any property acquisition, which requires the approval of the General Meeting.
C. The Board of Directors at its meeting of March 13th, 2008, decided on its composition and on the appointment of executive and non-executive Directors, as follows:
1. Nikolaos A. Bertsos, non executive member (Chairman)
2. George Papageorgiou, non executive member (Vice Chairman)
3. Nikolaos Galetas, executive member
4. Aristotelis Karytinos, executive member
5. Spyridon Markidakis, non executive member
6. Dimitrios Serbetis, non executive member
7. George Chryssikos, executive member
A. The Annual General Meeting of March 13th, 2008, with a 74.58% quorum of the paid up share capital resolved the following in respect of the items of the Agenda, as described in the Invitation dated February 14th,2008:
Item 1: The approval of the annual financial statements for the year 2007, the distribution of ?266.5 thousand to Directors and staff (of which ?180 thousand will be distributed to Directors), and the payment of a dividend amounting to ?17,568 thousand. Given the interim dividend distribution for the year 2007 amounting to ?7,808 thousand, in accordance with the decision of the Directors dated October 18th, 2007, the remaining dividend to be distributed to the shareholders amounts to ?9,760 thousand or ?0.16 per share. Those entitled to the dividend are the shareholders of the Company after the close of business of the Athens Exchange on March 17th, 2008. As a result, from Tuesday March 18th, 2008, the share will be traded on the Athens Exchange without the right to dividend for the financial year 2007. Dividend payment will commence on Thursday March 27 th, 2008, through the payment Bank, EFG Eurobank Ergasias S.A., in accordance with article 329 of the Athens Exchange Regulation and article 39 of the Electronic (Dematerialised) Securities System (DSS) Regulation, as follows:
(i) Through the operators of securities accounts held in the DSS for the shareholders who have authorised their operators to collect their dividends.
(ii) Through the branch network of EFG Eurobank Ergasias S.A. for the shareholders who have not authorized their operator for the collection of dividends (or have revoked the above mentioned authorisation, or for whom the collection of dividend by their operator was not possible, or whose shares are kept in the special account of Hellenic Exchanges SA [HELEX]). Shareholders may collect their dividends from any branch of EFG Eurobank Ergasias S.A. upon presentation of their Identity Card.
Item 2: Discharge of the Directors and the Auditors from all responsibility for indemnification in relation to the financial year 2007.
Item 3: The appointment of the auditors PriceWaterhouseCoopers for the financial year 2008. Fees will be determined according to the decisions of the Supervising Board of Certified Public Accountants in Greece.
Item 4: The appointment of Mr Elias Ziogas as sworn-in (certified) valuer (surveyor) and the appointment of Mr Ioannis Alexopoulos as alternate valuer of the Company for the financial year 2008. In accordance with l. 2778/1999, the fees may now be agreed by mutual consent.
Item 6: The approval of a) the fees paid during the financial year 2007 to a Director, as pre-approved by the previous General Meeting and b) the fees payable to a Director for the financial year 2008.
Item 7: The permission in accordance with article 23 par. 1 of c.l.2190/1920 to the Directors and Executives of the Company to participate on the Board of Directors or the management of the group of companies of EFG Eurobank Ergasias S.A., of Deutsche Bank AG and of Lamda Development S.A., with similar objectives to those of the Company.
Item 8: The increase of the maximum number of Board members from seven (7) to nine (9). Article 12 of the Articles of Association of the Company will be amended accordingly.
Item 9: The election of a new Board of Directors, consisting of seven members, the term of office of which expires with the election of a new Board of Directors by the Annual General Meeting that will convene in the year 2011, including the appointment of Messrs. Spyridon Makridakis and Dimitrios Serbetis as the independent non executive members of the Board of Directors.
Item 10: Authorization to the Board of Directors, for a 5-year period, according to article 13 par. 14 of c.l.2190/1920, to establish a stock options programme for the staff and the Directors of the Company and its related companies as well as for persons providing services on a fixed basis.
The above mentioned resolutions of the General Meeting will be implemented after obtaining the relevant approvals from the competent supervisory authorities and after the completion of all relevant formalities.
B. The discussion on the remaining item 5 of the Agenda did not take place as the Company will not proceed for the time being with any property acquisition, which requires the approval of the General Meeting.
C. The Board of Directors at its meeting of March 13th, 2008, decided on its composition and on the appointment of executive and non-executive Directors, as follows:
1. Nikolaos A. Bertsos, non executive member (Chairman)
2. George Papageorgiou, non executive member (Vice Chairman)
3. Nikolaos Galetas, executive member
4. Aristotelis Karytinos, executive member
5. Spyridon Markidakis, non executive member
6. Dimitrios Serbetis, non executive member
7. George Chryssikos, executive member