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Resolutions of the Annual General Meeting of Piraeus Bank S.A. April 21st, 2026

Πέμπτη, 23 Απριλίου 2026 12:56

Piraeus Bank S.A. has announced that the Annual General Meeting of Shareholders, held in April 21st, 2026 at 18:00 conducted in a hybrid manner, namely, with the physical presence of Shareholders in Athens, at the King George Hotel, and with the participation of shareholders remotely in real-time via teleconference, was attended either in person or by proxy, by shareholders representing 896,194,774 shares corresponding to 72.51% of the total 1,235,953,028 shares with voting rights in said Annual General Meeting.

The Annual General Meeting adopted the following resolutions:

1. Approved the Annual Financial Report (for both the Bank and the Group) for the financial year 01.01.2025 - 31.12.2025, including the Annual Financial Statements, the relevant Board of Directors’ Reports and Statements, as well as the Independent Auditor’ Report.

2.

2.1 Approved a share capital increase of €494,381,211.20, through the capitalization of an equal amount from the existing “share premium” reserve and the increase in the nominal value of each common share from €0.93 to €1.33.

2.2 Approved a share capital reduction of € 494,381,211.20, by decreasing the nominal value of each common share from €1.33 to €0.93. The full amount of the reduction will be distributed to the Bank’s shareholders as a cash payment. It further authorizes the BoD to carry out all necessary actions to implement this decision. It further authorized the BoD to carry out all necessary actions to implement this decision.

2.3 Approved the respective amendment of article 25 of the Bank’s Articles of Association.

3. Approved the overall management of the Bank for the financial year 01.01.2025- 31.12.2025, in accordance with article 108 of Law 4548/2018 and the release of the auditors from any liability for the financial year 01.01.2025-31.12.2025, pursuant to article 117 para. 1 case (c) of Law 4548/2018.

4. Approved the appointment of the audit firm “Deloitte” to conduct the statutory audit of the Bank’s standalone and consolidated financial statements, the audit and assurance of the Sustainability Statement as well the Tax Audit for the financial year 01.01.2026 - 31.12.2026 with an annual fee of €1,776 thousand, €389 thousand and €205 thousand, respectively, plus VAT.

5. Took note of the annual Audit Committee’s Report, in accordance with article 44 par. 1 (case i) of Law 4449/2017.

6. Took note of the Independent Non – Executive Directors’ Report of the Bank, in accordance with article 9, par. 5 of Law 4706/2020.

7. Cast an affirmative vote for the Remuneration Report of year 2025, in accordance with article 112 of Law 4548/2018.

8. Approved the remuneration paid to members of the Board of Directors in respect of the financial year 2025 and granted approval for the advance payment of remuneration to the Directors in respect of the financial year 2026, in accordance with article 109 of Law 4548/2018.

9. Approved the cash distribution of an amount up to €22.5 million to the Bank’s staff from discretionary reserves (article 162 of Law 4548/2018), originating from the “dividends reserve of articles 48-48A of Law 4172/2013” account, and included in the “non-taxed reserves” account of the Statement of Changes in Equity.

10. Approved the amendment of the Directors’ Remuneration Policy.

11.

a. Approved the Bank’s Share Buy-Back Programme for the acquisition of up to 11,000,000 own common shares of the Bank, corresponding to 0.89% of the paid up share capital of the Bank, at a price range between €3 (minimum price) to €12 (maximum price) per share, for a period of 24 months from the date of the General Meeting’s decision, provided that the applicable legislative and regulatory conditions, are met at the time of acquisition, including the approval of the Single Supervisory Mechanism (SSM). The total cost of the own shares’ buybacks shall not exceed €33,000,000, plus transaction costs. The acquisition of own shares under the Share Buy-back Programme may be carried out by the Bank and/or any of its Subsidiaries and

b. Granted authorization to the Board of Directors of the Bank to proceed with the implementation of this decision in the appropriate timing and manner and to handle all procedural details related to this decision. The Board of Directors may delegate part of these powers to one or more of its members or executives of the Bank.

12.

a. Approved the increase of the higher maximum ratio between the variable and fixed components of total remuneration for approximately 26 executives (representing around 0.3% of the total staff) of the Bank and the Group, as follows:

• up to 180% for the Chief Executive Officer,

• up to 150% for the Executive General Managers (currently 10 individuals), and

• up to 120% for certain Core Business General Managers, excluding executives in Internal Control Functions (approximately 15 individuals). This authorization shall take effect from the 2026 performance year and shall be implemented strictly in accordance with the Group Remuneration Policy, the Directors’ Remuneration Policy and the applicable legal and regulatory framework.

b. Granted authorization to the Board of Directors of the Bank to determine, on a case‑by‑case basis, the exact level of variable remuneration within the above percentages for the eligible executives, and to exercise the Bank’s voting rights in the General Meetings of Group subsidiaries so as to apply a corresponding ratio where appropriate.

13. Granted permission, as per article 98 par. 1 of Law 4548/2018 to the Members of the Board of Directors and Managers of the Bank to participate in the Board of Directors or in the management of the Bank’s subsidiaries and affiliates.

Περισσότερα σε αυτή την κατηγορία:

EUROBANK - Purchase of own shares

Ms Christina Papaconstantinou, Deputy Governor of the Bank of Greece, attended the Spring Meetings of the International Monetary Fund and the World Bank Group

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