Eurobank: Resolutions of the Annual General Meeting of the shareholders, of the Board of Directors and of the Audit Committee of 20.07.2023

Eurobank Ergasias Services and Holdings S.A. (Eurobank Holdings or Company) announced the following:

Α. In the Annual General Meeting of the Company’s shareholders, held on July 20, 2023, at 10 a.m., remotely via teleconference in real time, participated shareholders representing 2,754,969,489 shares out of 3,710,677,508 shares, corresponding to 74.24% of the paid-up share capital with voting rights. In respect of the items on the agenda, as referred to on the invitation dated 27.06.2023, the General Meeting:

1. Approved, with a majority exceeding the minimum required by the law, the Annual and Consolidated Financial Statements for the financial year 2022, as well as the Directors’ and Auditors’ Reports.
The voting results on the respective item were as follows:
· Number of shares for valid votes given: 2,752,055,458 (99.89% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,752,010,558
- Against: 44,900
· Abstain: 2,914,031

2. Approved, with a majority exceeding the minimum required by the law, the overall management for the financial year 2022 as well as the discharge of the Auditors for the financial year 2022.
The voting results on the respective item were as follows:
· Number of shares for valid votes given 2,750,410,670 (99.83% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,725,159,310
- Against: 25,251,360
· Abstain: 4,558,819

3. Approved, with a majority exceeding the minimum required by the law:
a) the appointment of the firm KPMG Certified Auditors S.A. (KPMG) as statutory auditor for the Annual and Consolidated Financial Statements of the Company for the financial year 2023; and
b) KPMG’s relevant fees for the audit of the Annual and Consolidated Financial Statements of the Company for the financial year 2023 to amount to €0.2 m.
The voting results on the respective item were as follows:
· Number of shares for valid votes given: 2,754,962,681 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,751,843,946
- Against: 3,118,735
· Abstain: 6,808

4. Approved, with a majority exceeding the minimum required by the law, the acquisition of own shares in accordance with article 49 of Law 4548/2018, and in particular the acquisition of all of the Company’s shares which the Hellenic Financial Stability Fund (“Fund”) owns, under the following conditions:
(α) Maximum number of shares to be acquired:
According to article 49 of Law 4548/2018, the maximum number of shares that the Company may acquire, added together with the shares belonging to the Company from time to time, cannot exceed 10% of the Company's paid share capital. Specifically, in this transaction, the number of shares to be purchased will be the total of its issued shares held by the Fund, i.e. 52,080,673 shares, which correspond to approximately 1.4% of its share capital.
(b) The duration for which the approval is granted is set at 6 months from the day of the General Meeting.
(c) The maximum purchase price is set at €1.90 per share and the minimum purchase price is set at €1.10 per share.
(d) To authorize the Board of Directors to determine the specific conditions and relevant details for the acquisition, taking into account the supervisory approvals.
· Number of shares for valid votes given: 2,754,328,493 (99.98% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,749,622,411
- Against: 4,706,082
· Abstain: 640,996

5. Approved with a majority exceeding the minimum required by the law, the amendment of the Remuneration Policy for Directors of the Company.
The voting results on the respective item were as follows:
· Number of shares for valid votes given: 2,753,882,722 (99.96% of the share capital with voting rights on the items of the agenda), out of which:
- For: 1,940,719,682
- Against: 813,163,040
· Abstain: 1,086,767

6. Approved, with a majority exceeding the minimum required by the law, the remuneration paid for the financial year 2022 as well as the advance payment of remuneration for the financial year of 2023 to the non-executive Board members for the execution of their duties as Board Members and as members of the Board Committees.
The voting results on the respective item were as follows:
· Number of shares for valid votes given: 2,753,882,722 (99.96% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,649,105,595
- Against: 104,777,127
· Abstain: 1,086,767

7. Casted a positive vote on the Remuneration Report for the financial year 2022.
The voting results on the respective item were as follows:
· Number of shares for valid votes given: 2,753,882,722 (99.96% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,713,456,373
- Against: 40,426,349
· Abstain: 1,086,767

8. Approved, with a majority exceeding the minimum required by the law, pursuant tο the provisions and following the procedure of article 86 of l. 4261/2014, a higher than 100% maximum level of the ratio between the fixed and variable components of remuneration for the Chief Executive Officer (CEO), the three (3) Deputy CEOs, the Group Chief Risk Officer, Group Chief Financial Officer and the General Manager Group Strategy.


The voting results on the respective item were as follows:
· Number of shares for valid votes given: 2,743,872,059 (99.60% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,203,993,664
- Against: 539,878,395
· Abstain: 11,097,430

9. Approved, with a majority exceeding the minimum required by the law, the amendment of the Nomination Policy of the Directors of the Board.
The voting results on the respective item were as follows:
· Number of shares for valid votes given: 2,754,328,493 (99.98% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,754,202,979
- Against: 125,514
· Abstain: 640,996

10. Approved, with a majority exceeding the minimum required by the law the appointment of Mr. Burkhard Eckes and Mr. John Arthur Hollows as new independent non-executive members of the Company’s Board of Directors.
The term of office of the aforementioned new members expires concurrently with the term of office of the other members of the Board (with a membership of fifteen from now onwards) and more specifically on 23.07.2024, prolonged until the end of the period the Annual General Meeting for the year 2024 will take place.
The voting results on the respective item were as follows:
· Number of shares for valid votes given: 2,704,677,823 (98.17% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,285,952,233
- Against: 418,725,590
· Abstain: 50,291,666

11. Approved, with a majority exceeding the minimum required by the law:
a) The Audit Committee to function as Committee of the Board of Directors (“BoD”) consisting of members of the BoD.
b) The Audit Committee to consist of five (5) non-executive members of the BoD of which at least four (4) shall be independent.
c) The term of office of the members of the Audit Committee that will be appointed by the BoD in accordance with article 44, par. 1c of L. 4449/2017, as in force, to coincide with their term of office as members of the BoD, i.e. the term of office of the Audit Committee members will expire on 23.07.2024, prolonged until the end of the period the Annual General Meeting for the year 2024 will take place.
The voting results on the respective item were as follows:
· Number of shares for valid votes given: 2,754,962,722 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,701,348,469
- Against: 53,614,253
· Abstain: 6,767

12. Approved, with a majority exceeding the minimum required by the law, the amendment of Article 11 of the Company’s Articles of Association by updating paragraph 1 aiming to the option the appointment and revocation of the representative and the relevant notification to the Company may take place via electronic means, and more specifically via electronic mail (email) at the email address referred to in the Invitation of the General Meeting and/or other electronic means referred to therein.
The voting results on the respective item were as follows:
· Number of shares for valid votes given: 2,754,962,722 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,754,962,722
- Against: 0
· Abstain: 6,767

13. Was informed on the Annual Activity Report of the Audit Committee for the financial year 2022.

14. Was informed on the Independent Non-Executive Directors’ Report.

Β. The Board of Directors of the Company, in its meeting of 20 July 2023:

i. decided on its constitution, on the appointment of the Chief Executive Officer (CEO) and the Deputy Chief Executive Officers (Deputy CEOs) and on the determination of its executive and non-executive Directors, as follows:

1. George Zanias, Chairman, Non-Executive Director
2. George Chryssikos, Vice - Chairman, Non-Executive Director
3. Fokion Karavias, CEO, Executive Director
4. Stavros Ioannou, Deputy CEO, Executive Director
5. Konstantinos Vassiliou, Deputy CEO, Executive Director
6. Andreas Athanasopoulos, Deputy CEO, Executive Director
7. Bradley Paul Martin, Non-Executive Director
8. Rajeev Kakar, Independent Non-Executive Director
9. Jawaid Mirza, Independent Non-Executive Director
10. Alice Gregoriadi, Independent Non-Executive Director
11. Irene Rouvitha Panou, Independent Non-Executive Director
12. Cinzia Basile, Independent Non-Executive Director
13. Burkhard Eckes, Independent Non-Executive Member
14. John Arthur Hollows, Independent Non-Executive Member
15. Efthymia Deli, Non-Executive Director, Representative of the HFSF

ii. appointed as members of the Audit Committee the following members of the Board of the Company:

1. Irene Rouvitha Panou, Independent Non-Executive Director
2. Rajeev Kakar, Independent Non-Executive Director
3. Jawaid Mirza, Independent Non-Executive Director
4. Burkhard Eckes, Independent Non-Executive Member
5. Efthymia Deli, Non-Executive Director, Representative of the HFSF

C. The Audit Committee of the Company, in its meeting of 20 July 2023, decided on its constitution and on the appointment of the Chairperson and the Vice - Chairperson, as follows:

1. Jawaid Mirza, Independent Non-Executive Director, Chairman
2. Burkhard Eckes, Independent Non-Executive Director, Vice - Chairman
3. Irene Rouvitha Panou, Independent Non-Executive Director, Member
4. Rajeev Kakar, Independent Non-Executive Director, Member
5. Efthymia Deli, Non-Executive Director, Member