“Eurobank S.A.” (“Eurobank” or the “Bank”), following the resolution of its Annual General Meeting of Shareholders held on April 28, 2026, for the establishment, pursuant to article 114 of the Greek Law 4548/2018, of a five-year program for the free distribution of shares of the Bank for executives and employees of the Bank and its affiliated companies, within the meaning of article 32 of Greek Law 4308/2014, commencing in 2026 (the “Program”), and for the granting of the relevant authorizations to the Bank’s Board of Directors, and in combination with the resolution of its Board of Directors dated April 29, 2026, (for the approval of the 1st Series of the Program), hereby announces to the investing public the terms and conditions of the Program as summarized below:
Number of Shares
The maximum number of shares that may be distributed during the Program will be 36,400,000 common registered shares of the Bank, a number corresponding to 1.0% of the Bank’s paid-up share capital as at the date of the relevant resolution of the 2026 Annual General Meeting.
Beneficiaries
Beneficiaries of the Program are executives and employees of the Bank and its affiliated companies within the meaning of article 32 of Greek Law 4308/2014 (the “Beneficiaries”).
Purpose
The Program does not constitute a separate or standalone variable remuneration scheme, but operates as a mechanism for the payment of the variable component of remuneration in instruments, within the framework of the existing variable remuneration schemes provided under the Remuneration Policies for Members of the Board of Directors and Group Personnel, including annual variable remuneration schemes and any long-term incentive plans, as well as any other variable remuneration schemes adopted from time to time.
The Program aims to reward the Beneficiaries for their contribution towards the achievement of the Group’s strategic objectives and specific financial and operational targets, while ensuring compliance with the applicable regulatory requirements regarding the payment of part of variable remuneration in financial instruments for certain categories of staff, as well as aligning the interests of the Beneficiaries with the Group’s long-term interests and sustainable growth.
The Program also contributes to the effective implementation of the Bank’s Remuneration Policies, which provide for the allocation of variable remuneration through a balanced combination of cash and financial instruments. Furthermore, the Program seeks, on a long-term basis, to attract, retain and motivate executives and employees of the Bank and its affiliated companies.
Implementation
The Program shall be implemented in successive cycles within the framework of the Series of the Program, subject to the fulfilment of the applicable performance conditions and/or any other terms and conditions of the relevant Series and/or for the fulfilment of the Group’s obligations relating to variable remuneration payable to the Beneficiaries. The Beneficiaries of each cycle of the Program shall be determined in accordance with the terms and conditions of the Series and the relevant resolutions of the competent corporate bodies. The Board of Directors, following a relevant recommendation by the Remuneration Committee, may amend or supplement any terms of the Program within the framework established by the relevant resolution of the General Meeting and in accordance with the applicable legal and regulatory framework.
Granting of Shares
At one or more meetings during each calendar year, the Board of Directors, following a respective recommendation by the Remuneration Committee, shall determine the relevant Beneficiaries and the methodology for the allocation of shares thereto. The Board of Directors may resolve on the allocation of shares in separate meetings, either by category of Beneficiaries or by Series, taking into account the relevant granting decisions and the Bank’s obligations relating to variable remuneration.
The granting of shares shall be subject to the requirements of the applicable legal and regulatory framework and shall take into consideration, inter alia, the provisions of the Remuneration Policies for Members of the Board of Directors and Personnel of the Bank, as well as the terms and conditions of the Series.
Deferral & Vesting
The deferral period and vesting conditions shall be in accordance with the provisions of the Remuneration Policies for Members of the Board of Directors and Personnel of the Bank, as well as the relevant Series, and shall be subject to the requirements and restrictions of the applicable legislation, including, inter alia, Law 4261/2014, the Bank of Greece Executive Committee Act 231/01/15.07.2024 and the EBA Guidelines on sound remuneration policies under Directive 2013/36/EU.
Retention Period
The shares distributed under the Program shall be subject to a retention period of one (1) year, or as otherwise required under the applicable regulatory framework and the Remuneration Policies, in order to ensure continued alignment with long-term performance and prudent remuneration principles. During the retention period, such shares may not be sold, transferred or encumbered; however, the holder of the shares shall be entitled to fully exercise all administrative and financial rights deriving therefrom.