MARFIN FINANCIAL GROUP HOLDINGS S.A. announces that on 22.05.2006 the Company's Repeating Annual General Shareholders Meeting was held, with the participation in person or through a representative of 72 shareholders representing approximately 55,73% of the Company's share capital. The Repeating Annual General Shareholders Meeting was the 2nd Repeating Annual Shareholders Meeting for issue numbered 3 (for which increased quorum is required, the discussion of which had been called of during the Initial Annual Shareholders Meeting held on 13.4.2006, as well as during the 1st Repeating Annual Shareholders Meeting on 3.5.2006 due to lack of quorum required by law and the Company's Articles of Association). The Repeating Annual General Shareholders Meeting was further the 1st Repeating Annual Shareholders Meeting for issues numbered 1, 2, 4, 5 and 6 (for which simple quorum is required and the discussion of and resolution upon which was postponed according to art.39 par.3 of law 2190/1920 during the Initial Annual Shareholders Meeting held on 13.4.2006). During the Meeting the issues on the Agenda were discussed and resolved upon as follows:

1. Submission and approval of the Nomination and Remuneration Committee's Report to the Annual General Shareholders Meeting. The Annual General Shareholder Meeting approved unanimously the Nomination and Remuneration Committee's Report.

2. Amendment of Article 5 par. 1 of the Company's Articles of Association resulting from the Company's share capital increase which had been decided upon during the Board of Directors meeting held on 29.12.2005 due to exercise of the stock options of the stock option plan according to art.13 par.9 of law 2190/1920.
It was unanimously decided to amend article 5 par. 1 of the Company's Articles of Association following the Company's share capital increase by the amount of Euro 8.193.920 due to the beneficiaries' exercise of the stock options for the first exercise period, with the issuance of 992.000 new common registered Company shares each with nominal value of Euro 8,26. Following that, the Company's share capital amounted to Euro 421.193.920 divided into 50.992.000 common shares each with nominal value of Euro 8,26.

3. The share capital decrease of the Company by cash return to shareholders, with a corresponding decrease of each share's nominal value with the aim of distributing to shareholders the total earnings for the financial year 2005, through the share capital decrease and the distribution of preceding years' reserves. Further amendment of article 5 par. 1 of the Company's Articles of Association.
It was unanimously decided to decrease the Company's share capital by the amount of Euro 18.867.040 with the aim of disengaging part of the Company's Assets and return them to the shareholders by cash payment with a corresponding decrease of each share's nominal value by Euro 0,37, i.e. from Euro 8,26 to Euro 7,89. Following that, the Company's share capital will amount to Euro 402.326.880 divided into 50.992.000 common shares each with nominal value of Euro 7,89. Furthermore, the corresponding amendment of article 5 par. 1 of the Company's Articles of Association was decided upon unanimously. Moreover, the Board of Directors was authorized unanimously to set the date and the procedure through which the amount is to be returned to the beneficiaries as a result thereof, taking into consideration the Program of Intended Corporate Actions announced to the investors. The Board of Directors intends to proceed with a simultaneous distribution, firstly, of the aforementioned amount of Euro 0,37 per share which will be returned as a result of the Company's share capital decrease decided upon during the Repeating General Meeting, and secondly, the amount of Euro 0,05 per share as a distribution of preceding years' reserves, as it had been decided upon during the Initial Annual General Shareholders Meeting held on 13.04.2006, i.e. a total of Euro 0,42 per share. It is reminded that beneficiaries will be the holders of shares on the closing of the 6.6.2006 Athens Exchange trading session and that ex-dividend date is set on 7.6.2006, whereas distribution of the aforementioned amounts will commence on 15.6.2006.

4. Election of a new Board of Directors - Appointment of Independent Members of the Board of Directors.
It was unanimously decided to elect the new Board of Directors which would consist of: Soud Ba' alawy, Andreas Vgenopoulos, Eleftherios Chiliadakis, Efthimios Bouloutas, Udayan Bose, Sayanta Basu, Manolis Xanthakis, Despina Theocharaki, Abdulhakeem Kamkar, Achilleas Makris, Dionisios Malamatinas, Konstantinos Los and George Lassados. The Independent Members, unanimously appointed, are: Achilleas Makris, Dionisios Malamatinas, Konstantinos Los and George Lassados. The Board of Directors according to the Company's Articles of Association is to serve a 5-year term. The Board of Directors though, intends to include an issue for the election of members on the agenda of a General Meeting to be called each time after a 1-year term has been served.

5. Election of the Members of the Company's Nomination and Remuneration Committee.
It was unanimously decided to elect a new Nomination and Remuneration Committee composed of Messrs. Manolis Xanthakis as Chairman, Dionisios Malamatinas and Constantinos Los as Members.

6. Approval of agreements and remuneration according to articles 23a and 24 of c.l. 2190/1920.
The remuneration of Messrs. Manolis Xanthakis and Elefhterios Chiliadakis for services provided to the Company in their capacity as Members of the Board of Directors during the preceding financial year amounting to Euro 270.000 for each one was approved unanimously, according to the provisions of art. 24 par. 2 of c.l. 2190/1920, as it stands. Furthermore, it was unanimously pre-approved that Messrs. Manolis Xanthakis and Andreas Vgenopoulos will be remunerated for the services they will be providing for the Company in their capacity as Members of the Board of Directors during 2006, with the amount of Euro 230.400 per annum (Euro 19.200 per month) Mr. Manolis Xanthakis and Euro 6.000 per annum Mr. Andreas Vgenopoulos (Euro 500 per month). It was pointed out that Mr. Vgenopoulos will not receive any other form of compensation of any nature from any Company within the Group, for services provided.