Grivalia Properties : Information Pack for the Extraordinary General Shareholders’ Meeting on 05.04.2019_14.03.2019

INFORMATION PACK

EXTRAORDINARY GENERAL SHAREHOLDERS MEETING

Friday, April 5th, 2019

Bodossaki Foundation Building ("John S. Latsis" conference room)

20, Amalias Ave., Athens

Contents

• 1. Agenda items …………………………………………………………… .. 3

• 2. Brief description of agenda items ………………………………… .… 3

• 3. Draft decisions …………………………………………………………… 6

• 4. Documents submitted to the General Meeting …………………… ... 7

• 5. Invitation …………………………………………………………………… . 8

• 6. Ballot ……………………………………………………………………… .. 12

• 7. Proxy Form …………………………… . ………………………………… .. 12

• 8. Total number of shares and voting rights …………………………… . 14

• 9. Minority shareholders' rights ………………………………………… .. 14

1. Agenda items

The Board of Directors of "GRIVALIA PROPERTIES Real Estate Investment Company" (the "Company") calls its shareholders to decide upon the following agenda items:

• 1. Merger of "Eurobank Ergasias S.A." with "GRIVALIA PROPERTIES Real Estate Investment Company" by absorption of latter by the former and approval of the Draft Merger Agreement.

• 2. Other announcements.

2. Brief description of agenda items

1. Merger of "Eurobank Ergasias S.A." with "GRIVALIA PROPERTIES Real Estate Investment Company" by absorption of latter by the former and approval of the Draft Merger Agreement.

The managing bodies of "Eurobank Ergasias S.A." ("Eurobank" or "the Bank") and the Company have resolved for the commencement of the merger process for the two companies.

The above managing bodies have announced their intention to carry on with the merger on November 26th, 2018. They have reached their decision after evaluation, on the one hand, of their strategic goals and, on the other hand, the prospects of this merger, for the establishment of a highly capitalized bank, ready to support the needs of the market. In particular, the managing bodies have considered:

• I. The need for creating a stronger and highly capitalized Bank.

• II. The need for de-risking the Bank's balance sheet with an accelerated reduction of its Non Performing Exposures (NPE) portfolio.

• III. The opportunity for expanding the real estate portfolio of the Bank with the inclusion of the Company's assets and the enhancement of the portfolio via the application of best-in-class real estate management skills provided by the team of the Company.

IV. The opportunity of the Company's shareholders to participate in the new capital-enhanced scheme and its future returns.

Specifically, on the Draft Merger Agreement, the following are noted:

The merger of the two companies shall be conducted by absorption of the Company by the Bank, pursuant to the relevant provisions of the Greek Codified Law 2190/1920, of Greek Law 2515/1997 and Greek Law 2166/1993, as in force, by aggregation of assets and liabilities. Under the current legislation, the merger of the two companies shall be conducted on favorable terms. Particularly, l. 2515/1997 and l. 2166/1993 provide for tax exemptions, as well as tax incentives.

All actions and deeds carried out from December 31, 2018 are considered, financially, as conducted on behalf of Eurobank, while the financial results of the Company, emerging from the above date to the date of the completion of the merger, shall be considered as financial results of Eurobank, pursuant to the provisions of articles 69 par. 2ε, 74 and 75 of C.L. 2190/1920, in conjunction with articles 2 par. 6 of L. 2166/93 and 16 of L.2515/1997 and the above amounts shall be transferred from the financial accounts of the first to the financial accounts of the latter by consolidated entry, following the registration with the General Commercial Registry of the approval decision of the competent authority.

Following the completion of the merger, the Company shall be dissolved as legal entity, not following liquidation process, while the whole of its assets (assets and liabilities) shall be transferred to Eurobank, which shall be substituted to the total of the Company's rights and obligations, as successor of the latter, while the shareholders of the Company shall be shareholders of Eurobank.

The share capital of Eurobank shall equal, following the merger, to the sum of the share capital of the companies being merged, (sum added rounding the nominal value of the ordinary shares of Eurobank).

So that the abovementioned configuration of the post-merger share capital is ensured, until the completion of the merger none of the merging companies is allowed to acquire treasury shares or shares of the other merging company.

Regarding the Company, no shareholders with special rights or owners of other titles other than shares exist.

No special advantages are attributed to the members of the Boards of Directors or to the statutory auditors of any of the merging companies.

Regarding the method determining the share exchange ratio, the following are observed:

Based on internationally accepted valuation methods, the value ratio between Eurobank and the Company was 1.435170523535670:1.

After the completion of the merger and the (total) increase of Eurobank's share capital, the new ratio of the Merging Companies' shareholders' participation to the new share capital of Eurobank resulting from the merger will amount to 58.93511397517740% (Eurobank's shareholders) and 41.06488602482260% (the Company's shareholders). Consequently, on the new share capital, of €853,107,225.96 of Eurobank, divided into 3,709,161,852 new common registered voting shares of a new nominal value of Euro 0.23 each, of which 2.185.998.765 shares shall be allocated to the shareholders of Eurobank and 1,523,163,087 to the shareholders of the Company.

Pursuant to the above, the exchange ratio of 15.80000000414930 new ordinary registered shares of Eurobank for each one (1) ordinary registered share of the Company is proposed as a fair and reasonable exchange ratio for the shares of the Company, while Eurobank's shareholders will retain the number of ordinary shares they hold prior to the merger.

For the determination of the relative values and the share exchange ratio of the merging companies, Eurobank engaged Deloitte Business Solutions S.A («Deloitte») as required by law and in addition Deutsche Bank AG, London Branch and Perella Weinberg Partners UK LLP («PWP») (PWP and Deloitte together «Independent Experts») and the Company engaged Ernst & Young (Hellas) Certified Auditors Accountants S.A. as required by law and in addition Bank of America Merrill Lynch and Axia Ventures Group Limited to render their opinion as to whether the proposed share exchange ratio is fair and reasonable.