GRIVALIA PROPERTIES R.E.I.C.
Resolutions of the Extraordinary General Meeting
"Eurobank Properties REIC" (the "Company") announces the following:
The Extraordinary General Meeting of the Company, which convened on Monday, 30 June 2008, with a quorum of 75.20% company's share capital (45.876.913 shares of a total of 61.000.000 shares), resolved upon the items of the agenda, as presented in the invitation dated 3.6.2008, as follows: Item 1: Approved in accordance with article 10 of codified law 2190/1920 the main terms of the acquisitions by the Company of the following, 11 (eleven) properties owned by "EFG Eurobank Ergasias S.A.", shareholder of the Company with 54.8% stake:
1. A property consisting of a basement, a ground floor and a mezzanine (retail store) of a mixed use building, located on 39 El. Venizelou and Attalias Str, Nea Smyrni. The agreed price for this acquisition is 1,600,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 1,623,297 euro.
2. Properties consisting of a basement, a ground floor and a mezzanine (retail store) of a mixed use building, located on Posidonos Avenue and 2 Ag. Alexandrou Str, Palaio Faliro. The agreed price for this acquisition is 2,327,900 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 2,335,936 euro.
3. A mixed use property (retail and four floors of offices) consisting of two basements (A and B), a ground floor, first, second, third and fourth floors, on 5 Dionisiou Solomou Str, Neo Psychico. The agreed price for this acquisition is 2,180,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 2,201,126 euro.
4. A mixed use property (retail and four floors of offices) consisting of two basements (A and B), a ground floor and four storeys, located on 1 Mouglon Str, 34 7th of March Str and Karakoulouxi Str, Nikaia. The agreed price for this acquisition is 1,280,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 1,323,553 euro.
5. A mixed use property (retail and three floors of offices) consisting of two basements (A and B), a ground floor and first, second and third floors of a mixed use property, located on 1 Patreos Str, Ag. Andreou Str., Othonos and Amalias Str, Patra. The agreed price for this acquisition is 2,720,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 2,873,712 euro.
6. Property (retail and an office floor) consisting of a basement, a ground floor, a mezzanine and first floor of a mixed use property, located on 46 Vassileos Georgiou and Ag. Triados Str, Thessaloniki. The agreed price for this acquisition is 1,685,619 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 1,706,370 euro.
7. Property (retail) consisting of a ground floor and a mezzanine of a mixed use propertry, located on Ethnikis Antistaseos and 8th December Str, Igomenitsa. The agreed price for this acquisition is 620,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 629,613 euro.
8. Property (retail) consisting of a basement, a ground floor and a mezzanine of a mixed use property, located on Eleftheriou Venizelou Square, Halandri. The agreed price for this acquisition is 1,450,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 1,770,525 euro.
9. Property (retail) consisting of a ground floor and a mezzanine of a mixed use property, located on 38 Mitropoleos Str and Ag. Dimitriou Str, Veroia. The agreed price for this acquisition is 1,525,861 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 1,584,249 euro.
10. Property (retail and parking spaces) consisting of a basement, a ground floor and a mezzanine of a mixed use property, located on 62 Dyrahiou Str, Sepolia, Athens. The agreed price for this acquisition is 800,892 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 829,176 euro.
11. A three-storey mixed use property (retail and two floors of offices) consisting of a basement, a ground floor, a mezzanine, first and second floors, located on 1 Pronoias Strt and Apostle Loukas Str, Giannitsa. The agreed price for this acquisition is 872,660 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 878,826 euro.
The total consideration for these acquisitions is 17,062,932 euro and the total surface area is approximately 7,300sqm. The Body of Sworn-In Valuers of Greece (SOE) proceeded with a valuation of the abovementioned properties dated 25.06.2008. The total market value according to this valuation is 17.756.383 euro.
Item 2: The approval according to article 23a of codified law 2190/1920 of: a) contracts between the Company with members of the Board of Directors, b) the termination of the agreement for managerial and consulting services with EFG Eurobank Ergasias S.A. dated 30-12-2005 with no termination fees and the initiation of an agreement with Eurobank Property Services for technical support services of its real estate property, technical support services of consulting and managerial nature, and agency services for the recommendation and completion of acquisition or sale agreements of real estate properties as well as relative agreements of the Company or subsidiaries of the Company with Group companies of the above-mentioned Bank abroad. c) the agreement for the acquisition of the above mentioned properties (Item 1). Furthermore the General Meeting of the Shareholders authorized the Board of Directors to proceed with all the necessary actions for the completion of this decision, according to article 10 of codified law 2190/1920.
With regards to the approval of compensation as per article 24 of codified law 2190/1920, no circumstances currently existed which required such approval, thus no discussion took place and no decision was made on the issue. Item 3: The increase of the number of Vice Presidents that the Board of Directors can elect from one (1) to three (3) and a relative amendment of article 13 of the Company's Articles of Association. Item 4: The amendment of the Company's Articles of Association with the addition, annulment and renumbering of its articles in order to produce a unified text to be compliant with Greek Company Law 2190/1920, following its amendment with law 3604/2007, which permits companies to delete articles when simply state the law and make decisions for options available under Company Law 2190/1920. Item 5: The approval of the decision of the Board of Directors of Mr Leonidas Theoklitos as a new member of the Board of Directors in replacement of a resigned member. Θέμα 6ο: The appointment of Mr Leonidas Theoklitos as an independent member of the Board of Directors. The above-mentioned decisions of the Shareholders Meeting will be realized as soon as the relative approvals are received from the respective bodies and following the legal procedures.
The Extraordinary General Meeting of the Company, which convened on Monday, 30 June 2008, with a quorum of 75.20% company's share capital (45.876.913 shares of a total of 61.000.000 shares), resolved upon the items of the agenda, as presented in the invitation dated 3.6.2008, as follows: Item 1: Approved in accordance with article 10 of codified law 2190/1920 the main terms of the acquisitions by the Company of the following, 11 (eleven) properties owned by "EFG Eurobank Ergasias S.A.", shareholder of the Company with 54.8% stake:
1. A property consisting of a basement, a ground floor and a mezzanine (retail store) of a mixed use building, located on 39 El. Venizelou and Attalias Str, Nea Smyrni. The agreed price for this acquisition is 1,600,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 1,623,297 euro.
2. Properties consisting of a basement, a ground floor and a mezzanine (retail store) of a mixed use building, located on Posidonos Avenue and 2 Ag. Alexandrou Str, Palaio Faliro. The agreed price for this acquisition is 2,327,900 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 2,335,936 euro.
3. A mixed use property (retail and four floors of offices) consisting of two basements (A and B), a ground floor, first, second, third and fourth floors, on 5 Dionisiou Solomou Str, Neo Psychico. The agreed price for this acquisition is 2,180,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 2,201,126 euro.
4. A mixed use property (retail and four floors of offices) consisting of two basements (A and B), a ground floor and four storeys, located on 1 Mouglon Str, 34 7th of March Str and Karakoulouxi Str, Nikaia. The agreed price for this acquisition is 1,280,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 1,323,553 euro.
5. A mixed use property (retail and three floors of offices) consisting of two basements (A and B), a ground floor and first, second and third floors of a mixed use property, located on 1 Patreos Str, Ag. Andreou Str., Othonos and Amalias Str, Patra. The agreed price for this acquisition is 2,720,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 2,873,712 euro.
6. Property (retail and an office floor) consisting of a basement, a ground floor, a mezzanine and first floor of a mixed use property, located on 46 Vassileos Georgiou and Ag. Triados Str, Thessaloniki. The agreed price for this acquisition is 1,685,619 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 1,706,370 euro.
7. Property (retail) consisting of a ground floor and a mezzanine of a mixed use propertry, located on Ethnikis Antistaseos and 8th December Str, Igomenitsa. The agreed price for this acquisition is 620,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 629,613 euro.
8. Property (retail) consisting of a basement, a ground floor and a mezzanine of a mixed use property, located on Eleftheriou Venizelou Square, Halandri. The agreed price for this acquisition is 1,450,000 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 1,770,525 euro.
9. Property (retail) consisting of a ground floor and a mezzanine of a mixed use property, located on 38 Mitropoleos Str and Ag. Dimitriou Str, Veroia. The agreed price for this acquisition is 1,525,861 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 1,584,249 euro.
10. Property (retail and parking spaces) consisting of a basement, a ground floor and a mezzanine of a mixed use property, located on 62 Dyrahiou Str, Sepolia, Athens. The agreed price for this acquisition is 800,892 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 829,176 euro.
11. A three-storey mixed use property (retail and two floors of offices) consisting of a basement, a ground floor, a mezzanine, first and second floors, located on 1 Pronoias Strt and Apostle Loukas Str, Giannitsa. The agreed price for this acquisition is 872,660 euro, while the market value as estimated by the Body of Sworn-In Valuers of Greece (SOE) is 878,826 euro.
The total consideration for these acquisitions is 17,062,932 euro and the total surface area is approximately 7,300sqm. The Body of Sworn-In Valuers of Greece (SOE) proceeded with a valuation of the abovementioned properties dated 25.06.2008. The total market value according to this valuation is 17.756.383 euro.
Item 2: The approval according to article 23a of codified law 2190/1920 of: a) contracts between the Company with members of the Board of Directors, b) the termination of the agreement for managerial and consulting services with EFG Eurobank Ergasias S.A. dated 30-12-2005 with no termination fees and the initiation of an agreement with Eurobank Property Services for technical support services of its real estate property, technical support services of consulting and managerial nature, and agency services for the recommendation and completion of acquisition or sale agreements of real estate properties as well as relative agreements of the Company or subsidiaries of the Company with Group companies of the above-mentioned Bank abroad. c) the agreement for the acquisition of the above mentioned properties (Item 1). Furthermore the General Meeting of the Shareholders authorized the Board of Directors to proceed with all the necessary actions for the completion of this decision, according to article 10 of codified law 2190/1920.
With regards to the approval of compensation as per article 24 of codified law 2190/1920, no circumstances currently existed which required such approval, thus no discussion took place and no decision was made on the issue. Item 3: The increase of the number of Vice Presidents that the Board of Directors can elect from one (1) to three (3) and a relative amendment of article 13 of the Company's Articles of Association. Item 4: The amendment of the Company's Articles of Association with the addition, annulment and renumbering of its articles in order to produce a unified text to be compliant with Greek Company Law 2190/1920, following its amendment with law 3604/2007, which permits companies to delete articles when simply state the law and make decisions for options available under Company Law 2190/1920. Item 5: The approval of the decision of the Board of Directors of Mr Leonidas Theoklitos as a new member of the Board of Directors in replacement of a resigned member. Θέμα 6ο: The appointment of Mr Leonidas Theoklitos as an independent member of the Board of Directors. The above-mentioned decisions of the Shareholders Meeting will be realized as soon as the relative approvals are received from the respective bodies and following the legal procedures.