The Board of Directors invites EFG Eurobank Ergasias S.A. shareholders, to decide upon the following issue on the Agenda:

Distribution of stock options in accordance with the provisions of article 13 par. 9 of Companies Law 2190/1920, as in force, to staff and Directors of the Bank and its related companies.

Required quorum of 1st Repeated GM: 1/2 of share capital
Required quorum of 2nd Repeated GM: 1/3 of share capital
Required majority: 2/3 of votes (present in person or by proxy)

The Board of Directors proposes the issue of stock options on 1,525,000 shares to the Group's directors, executive management and staff as at 31 December 2004, at a strike price ? 18 per share. Criterion for participation in this remuneration program will be the executive's especially high contribution to the Group's results, in combination with the position and the functional level of responsibility of each person. The Board of Directors' Remuneration Committee will allocate the above mentioned shares, within the framework decided by the Board of Directors, which will have been specifically authorised by the AGM.

The options may be exercised after 32 months (instead of 20 months of the previous programs), during the month of December of the years 2007, 2008, 2009 and 2010* (i.e. 3 instead of 2 years as it was in force for the previous programs), only if the holders are still employed by the Group.

For the financial year 2003, Management had proposed the issue of stock options on 1,550,000 shares to the Group's directors, executive management and staff. This proposal was approved by the Annual General Meeting on April 5th, 2004. Shareholders may exercise their rights in person or by proxy.

HOW SHAREHOLDERS CAN EXERCISE THEIR VOTING RIGHTS

All shareholders of the Bank have the right to attend this meeting either in person or by proxy. Each share is entitled to one vote.

To participate in the General Meeting the shareholders must block the total or part of their shares - through their Operator in the Dematerialised Securities System (D.S.S.) or (if the shares are registered in the Special Account of D.S.S.) through the Central Security Depositor S.A. - and submit to the Bank (Shareholders Department, Santaroza 5, Athens tel: +30 210-3357158, +30 210-3357159) the relevant Certificate of Blocking of Shares at least five (5) days before the day of the meeting.

Within the same deadline the representation documents must also be submitted to the Bank.