Grivalia Properties : Information Pack for the Extraordinary General Shareholders’ Meeting on 17.12.2018_26.11.2018

INFORMATION PACK

EXTRAORDINARY GENERAL SHAREHOLDERS MEETING

Monday, December 17th, 2018

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 …………………… ... 14

• 5. Invitation …………………………………………………………………… . 14

• 6. Ballot ……………………………………………………………………… .. 19

• 7. Proxy Form …………………………… . ………………………………… .. 19

• 8. Total number of shares and voting rights …………………………… . 21

• 9. Minority shareholders' rights ………………………………………… .. 21

1. Agenda items

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

• 1. Reduction of the share capital for an amount of 10,345,991.49 Euros through cancellation of 4,857,273 of the Company's treasury shares and amendment of article 5 of the Articles of Association.

• 2. Reduction of the share capital for an amount of 40,489,145.34 Euros through reduction of the nominal value of each share by 0.42 Euros, return of the amount of the reduction to the shareholders in cash and amendment of article 5 of the Articles of Association.

• 3. Approval of distribution of profits of past financial years to B.o.D. members and Company's employees and granting of the special permission as per article 23a of Codified Law 2190/1920 for the above payments.

• 4. Granting of the special permission as per article 23a of Codified Law 2190/1920 for the conclusion of a real estate management agreement with a company which is going to be established by Company executives and will be controlled by the Company's CEO.

• 5. Other announcements.

2. Brief description of agenda items

1. Reduction of the share capital for an amount of 10,345,991.49 Euros through cancellation of 4,857,273 of the Company's treasury shares and amendment of article 5 of the Articles of Association.

The General Meeting is called upon to decide the cancellation of the Company's 4,857,273 treasury shares corresponding approximately to 4.80% of the paid-up share capital and the respective amendment of the Company's Articles of Association. It is noted that the above shares have been acquired through the stockexchange in the context of General Meeting's resolutions for the acquisition of treasury shares.

The draft decision on the aforementioned agenda item is presented in section "3.

Draft decisions".

2. Reduction of the share capital for an amount of 40,489,145.34 Euros through reduction of the nominal value of each share by 0.42 Euros, return of the amount of the reduction to the shareholders in cash and amendment of article 5 of the Articles of Association.

In the context of the merger of the Company with Eurobank Ergasias SA (the Bank) announced on November 26th 2018 (the Merger), the General Meeting is called upon to decide on the return of capital to the shareholders of the Company for a total amount of 40,489,145.34 Euros through a reduction of the share capital and the respective amendment of the Articles of Association.

The draft decision on the aforementioned agenda item is presented in section "3.

Draft decisions".

3. Approval of distribution of profits of past financial years to B.o.D. members and Company's employees and granting of special permission as per article 23a of Codified Law 2190/1920 for the above payments.

In the context of the Merger, the General Meeting is called upon to approve the distribution of profits of past financial years and in particular profits up to and including the financial year 2016, to the employees of the Company and the B.o.D. members, of a total amount of 13,735,509 Euros, which represent payments of accrued bonuses and remuneration of the B.o.D. for 2018, deferred bonuses of thepast years, as well as ensuring the long-term incentive scheme to certain employee's executives.

Also, the General Meeting is called upon to grant the special permission required pursuant to article 23a of Codified Law 2190/1920 for the above payment.

The draft decision on the aforementioned agenda item is presented in section "3.

Draft decisions".

4. Granting of the special permission as per article 23a of Codified Law 2190/1920 for the conclusion of a real estate management agreement with a company which is going to be established by Company executives and will be controlled by the Company's CEO.

In the context of the Merger, a real estate management company will be established, by executives of the Company and will be mainly owned by the current CEO of the Company, Mr. Georgios Chryssikos, that will provide consulting and management services with respect to the Bank's real estate properties, as these will be following the Merger. In addition, it is proposed to grant the permission to the real estate management company to use without a financial consideration the distinctive title "GRIVALIA" under its trade name.

The General Meeting is called upon to grant the special permission, as per article 23a of Codified Law 2190/1920, for the conclusion of a real estate management agreement, provided that the counterparty will be founded by Company executives and will be mainly owned by the current CEO of the Company as well as the use of the distinctive title "GRIVALIA" under its trade name.

The draft decision on the aforementioned agenda item is presented in section "3.

Draft decisions".