Grivalia Properties : Invitation to the Extraordinary General Shareholders’ Meeting on 05.04.2019_14.03.2019

GRIVALIA PROPERTIES Real Estate Investment Company

Registration Number 000239101000 Extraordinary General Shareholders' Meeting

April 5th, 2019 10:00 a.m.

INVITATION

Pursuant to law 4548/2018 "Reform of the legislation of Societés Anonymes", as currently applicable, and the Company's Articles of Association, the Board of Directors invites the shareholders of "GRIVALIA PROPERTIES Real Estate Investment Company" (the "Company") to an Extraordinary General Meeting, on April, 5th, 2019, day of the week Friday, at 10:00 a.m., in Athens, at "Bodossaki Foundation Building" ("John S. Latsis" conference room), 20, Amalias Ave., Athens.

The items on the agenda are the following:

• 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.

Should the quorum required by law not be achieved, the General Meeting of the shareholders of the Company will take place in Repeat Meeting on Thursday, April 11, 2019, at 10:00 a.m. in Athens at Bodossakis Foundation Building ("John S. Latsis Hall"), Amalias Av. 20, without the publication of a further invitation.

Pursuant to Articles 121 par. 4, 124 par. 6 and 128 of law 4548/2018, the Company notifies the shareholders of the following:

RIGHT TO PARTICIPATE AND VOTE AT THE GENERAL MEETING

Any person listed as holder of ordinary shares of the Company in the files of the Dematerialized Securities System (DSS) administered by "Hellenic Central Securities Depository S.A." ("HCSD") at the commencement of the fifth (5th) day prior to the GeneralMeeting date ("Record Date"), shall be entitled to participate and vote at the General Meeting on April, 5th, 2019. The aforementioned record date is applicable for the Repeat Meeting as well.

The shareholder's quality shall be certified online by HCSD via direct connection of the Company to the DSS files. Therefore, for a shareholder to participate and vote at the General Meeting, such shareholder is not required to furnish a relevant certificate in writing by HCSD.

The Company shall regard that only those listed as shareholders on the respective Record Date are entitled to participate and vote at the General Meeting. The exercise of such rights does not presuppose blocking of the beneficiary's shares or compliance with any other respective procedure restricting the capacity to sell and transfer such shares during the period from the Record Date to the General Meeting date.

Each ordinary share shall grant the right of one vote.

PROCEDURE FOR PARTICIPATING AND VOTING VIA A REPRESENTATIVE

A shareholder shall participate in the General Meeting and vote either in person or by proxy. Any shareholder may appoint up to three (3) representatives and legal persons that are shareholders may appoint as their representatives up to three (3) natural persons. In case that a shareholder holds Company shares listed in more than one securities' account, the said shareholder may appoint different representatives for the shares listed in each securities' account. A representative acting on behalf of more than one shareholder may cast a different vote for each shareholder.

The Company's Articles of Association do not provide for any shareholders' capacity to participate in the General Meeting by electronic means, without them being physically present at the place where the General Meeting convenes, or any possibility of remote voting either by electronic means or by letter, or the possibility to appoint and revoke representatives by electronic means.

An authorization form for the appointment of a representative shall be available to the shareholders (a) in hardcopy form, by the Investor Information Services Division of

Eurobank Ergasias S.A, 8, Iolkou and Filikis Etaireias, GR 142 34 Athens, Greece (Tel.: [phone]) and (b) in electronic form, at the Company's website (www.grivalia.com).

The aforementioned form must be filled in and signed and submitted to the Company at the address cited above under (a), at least forty eight (48) hours before the General Meeting date.

The representative must notify the Company, before the commencement of the General Meeting, of any specific event which may be useful for the shareholders to assess the risk of the representative serving interests other than those of the shareholder.

Conflict of interests may occur, in particular, when the representative is:

(a) a shareholder exercising the Company's control or other legal person or entity controlled by such shareholder;

(b) a member of the Board of Directors or the management, in general, of the Company or of a shareholder exercising the Company's control or other legal person or entity controlled by a shareholder exercising the Company's control;

(c) an employee or certified auditor of the Company or a shareholder exercising the Company's control or of other legal person or entity controlled by a shareholder exercising the Company's control;

(d) a spouse or first-degree relative of one of the natural persons mentioned under cases (a) to (c).

SHAREHOLDERS' MINORITY RIGHTS

1. Shareholders representing one twentieth (1/20) of the Company's paid-up share capital may request:

(a) that additional items be included in the agenda of the General Meeting, by a request to be submitted to the Board of Directors by Friday, at least fifteen (15) days prior to the

General Meeting, which must be accompanied by justification or a draft decision to be approved by the General Meeting.

(b) that draft decisions on the items included in the initial or revised, as the case may be, agenda be set at the shareholders' disposal, six (6) days prior to the General Meeting at the latest, by a request to be submitted to the Board of Directors at least seven (7) days prior to the General Meeting.

2. Any shareholder may request, by a petition submitted to the Company, at least five (5) full days prior to the General Meeting, that the General Meeting be provided with specific information on the Company's affairs, to the extent that this is useful to make an actual assessment of the agenda items.

3. Shareholders representing one tenth (1/10) of the Company's paid-up share capital are entitled to request, by a petition submitted to the Company, at least five (5) full days prior to the General Meeting, that the General Meeting be provided with information on the course of the corporate affairs and the Company's financial standing.

Detailed information about the aforementioned minority rights and the conditions of their exercise are available at the Company's website (www.grivalia.com).

AVAILABLE DOCUMENTS AND INFORMATION

The complete text of the documents to be submitted to the General Meeting and the draft decisions on each item on the agenda is available in hardcopy form the Investor Information Services Division of Eurobank Ergasias S.A, 8, Iolkou and Filikis Etaireias, GR 142 34 Athens, Greece (Tel.: [phone]), where shareholders may obtain copies from. All the aforementioned documents, the Invitation, the total number of current shares and voting rights, the forms for proxy voting, the description of the agenda itemsand the draft decisions of the General Meeting are available in electronic form at the Company's website (www.grivalia.com).

Maroussi, 14.03.2019

THE CHAIRMAN

OF THE BOARD OF DIRECTORS

Nikolaos A. Bertsos