Eurobank S.A. (“Eurobank” or “Bank”) announces the following:
In the Annual General Meeting of Eurobank’s shareholders, held on April 28, 2026, at 10 a.m., in a hybrid manner, namely, with the physical presence of shareholders in the Conference Hall of Nea Ionia, at 8 Iolkou Street, Building H, Nea Ionia, GR 14234, and with the participation of shareholders remotely, in real time, via teleconference, participated shareholders representing 2,771,924,667 shares out of 3,600,923,468, corresponding to 76.98% of the paid-up share capital with voting rights. In respect of the items on the agenda, as referred to on the invitation dated 31.03.2026, the Annual General Meeting:
1. Approved, with a majority exceeding the minimum required by the law, the Annual Separate and Consolidated Financial Statements for the financial year 2025, as well as the Directors’ and Certified Auditors’ Reports.
The voting results on the respective item were as follows:
• Number of shares for valid votes given: 2,758,681,580 (99.52% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,758,677,776
- Against: 3,804
• Abstain: 13,243,087
2. Approved, with a majority exceeding the minimum required by the law, the overall management for the financial year 2025 as well as the discharge of the Certified Auditors for the financial year 2025.
The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,751,598,874 (99.27% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,747,367,839
- Against: 4,231,035
• Abstain: 20,325,793
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 to carry out the statutory audit of the Annual Separate and Consolidated Financial Statements of Eurobank for the financial year 2026, as well as for the audit and assurance of the submission of the Sustainability Statement, according to the provisions of article 154C of l. 4548/2018, for the financial year 2026; and
b) KPMG’s relevant fees for the statutory audit of the Annual Separate and Consolidated Financial Statements of the Bank for the financial year 2026 to amount to €1.8 m. and to €0.3 m. for the audit and assurance of the submission of the Sustainability Statement, according to the provisions of article 154C of l. 4548/2018, for the financial year 2026.
The voting results on the respective item were as follows:
• Number of shares for valid votes given: 2,771,910,209 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,769,479,148
- Against: 2,431,061
• Abstain: 14,458
4. Approved, with a majority exceeding the minimum required by the law, the dividend distribution to shareholders, amounting to €258,673,900.00, from the “Special Reserves” account and authorized the Board of Directors to do everything necessary or appropriate in the context of the implementation of this decision of the Annual General Meeting, as proposed by the Board of Directors. The dividend distribution is subject to the relevant approval of the European Central Bank.
The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,767,402,162 (99.84% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,767,402,162
- Against: 0
• Abstain: 4,522,505
5. Approved, with a majority exceeding the minimum required by the law, the distribution of a total amount of €35.23 million euros to executives and employees of Eurobank from the “Special Reserves” account.
The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,771,920,099 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,662,079,921
- Against: 109,840,178
• Abstain: 4,568
6. With a majority exceeding the minimum required by the law:
a) approved a share buyback program (“Program”) under the following terms: (i) the total cost of the Program will not exceed the amount of € 288 million and in any case, the own shares held by Eurobank, including those to be acquired via the Program, will not exceed 10% of Eurobank’s paid-in share capital, in accordance with the legislation in force; (ii) the duration of the Program will not exceed 12 months, starting from the date of receipt of the European Central Bank’s decision granting supervisory permission of the Program; and (iii) the minimum price per share for the acquisition of own shares under the Program will be set at the nominal value of the share, i.e. €0.22, and the maximum price will be set at €10, as approved by the Board of Directors. The implementation of the Program is subject to the relevant approval from the European Central Bank.
b) authorized the Board of Directors to determine at its discretion any other detail for the implementation of the Program, to suspend it, and to take all necessary actions from time to time, delegating the relevant authorities to the appropriate individuals, for the implementation of the Program.
The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,769,208,482 (99.90% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,764,049,335
- Against: 5,159,147
• Abstain: 2,716,185
7. Approved, with a majority exceeding the minimum required by the law, the establishment of a five-year program for the free distribution of shares (Program) commencing in 2026, in accordance with the provisions of article 114 of Law 4548/2018, to executives and employees of Eurobank and its affiliated companies, within the meaning of article 32 of Law 4308/2014, in accordance with the terms and conditions that were proposed by the Board of Directors and authorized the Eurobank’s Board of Directors to determine the beneficiaries, the detailed terms for the allocation and distribution of the shares under the Program, as well as the rest of the terms and conditions of the Program, in accordance with the applicable regulatory and legislative framework and the internal policies. The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,771,918,373 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,270,423,060
- Against: 501,495,313
• Abstain: 6,294
8. With a majority exceeding the minimum required by the law:
(a) Approved, as proposed by the Βoard of Directors, (i) the cancellation, in accordance with article 49 of Law 4548/2018, of 28,097,019 own shares of Eurobank of nominal value €0.22 each; (ii) the subsequent reduction of Eurobank’s share capital by €6,181,344.18, resulting by multiplying the total amount of own shares for cancellation, according to the above mentioned (under (i) above), by the nominal value of the share (i.e. 28,097,019 shares x €0.22 per share); and (iii) the amendment of article 5 of the Eurobank’s Articles of Association, to reflect the share capital decrease, as follows:
(i) Paragraph 1 of article 5 (defining the total amount of the share capital) is amended as follows:
1. The share capital of the Bank amounts to €792,751,032.04 divided into 3,603,413,782 common voting shares of a nominal value of 0.22 euro each.
(ii) A new subparagraph 2.4 is added to paragraph 2 of article 5 as follows:
2.4. By decision of the Annual General Meeting of the Shareholders of the Bank held on 28 April 2026, the share capital was decreased by the amount of 6,181,344.18 euros, through the cancellation of 28,097,019 Bank’s own shares, of a nominal value of 0.22 euro each, which had been acquired by the Bank, under the approved by the 22.10.2025 Bank’s Shareholders’ Extraordinary General Meeting share buyback program. This share capital decrease was effected by cancellation of shares of a total nominal value equal to the decrease.
Following the above decrease, the share capital of the Bank was reduced to 792,751,032.04 euros and the total number of shares to 3,603,413,782 of a nominal value of €0.22 euro each.
The cancellation of the above own shares is subject to the relevant approval from the European Central Bank.
b) Authorized the Board of Directors to do everything necessary or appropriate in the context of the implementation of this decision of the Annual General Meeting.
The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,771,923,903 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,769,677,410
- Against: 2,246,493
• Abstain: 764
9. (a) The Annual General Meeting was informed, in accordance with Article 82 paragraph 1 of Law 4548/2018, on the election of Ms. Alexandra Reich as new member of the Board of Directors, in replacement of the below mentioned resigned member, in accordance with the applicable legislative and regulatory framework.
(b) Attributed, with a majority exceeding the minimum required by the law, the status of Independent Non-Executive Member of Eurobank's Board of Directors to Ms. Alexandra Reich, who was elected by the Board's decision dated 20-03-2026, in replacement of the resigned independent non-executive Board member Mr. Jawaid Mirza, whose term of office expires concurrently with the term of office of the other Board members of the Bank and more specifically on 23.07.2027, prolonged until the end of the period the Annual General Meeting for the year 2027 will take place.
The review process of the new member by the Single Supervisory Mechanism of the European Central Bank has already been initiated, in accordance with the applicable legislative and regulatory framework.
Following the above, the Annual General Meeting confirmed that the number of independent non-executive Directors of the Bank amounts to eight (8) out of a total of thirteen (13) members.
The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,771,713,940 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,629,881,289
- Against: 141,832,651
• Abstain: 210,727
10. Approved, with a majority exceeding the minimum required by the law, the amendment of article 7 of Eurobank’s Articles of Association, by amending paragraph 1 of this article, aiming to the provision of the option to establish unequal terms of office of the Board of Directors’ members, according to article 85 par. 2 of Law 4548/2018 (the relevant amendment of the paragraph appears in track changes mode):
“Article 7 Board of Directors
Election of members
1. The Bank is governed by a Board of Directors consisting of a minimum of three (3) and a maximum of fifteen (15) members, elected by the General Meeting, also determining their term of office, which must not exceed the maximum term of office provided by law. The General Meeting may resolve on partial renewal of the Board of Directors or successive expiration of its members’ term of office. In this case, it is permissible to initially provide for unequal terms of office of its members. A legal entity may be elected as a Member of the Board.
2. In all cases of members whose membership has lapsed (due to resignation, death or degradation for any reason), the Board of Directors is entitled to continue the management and representation of the Bank, without being obliged to replace the lapsed members, provided that the number of the remaining members exceeds half of the number of the members prior to the event that led to the lapse of their membership and, in any case, is not less than three (3).”
The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,771,914,013 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,770,134,287
- Against: 1,779,726
• Abstain: 10,654
11. Approved, with a majority exceeding the minimum required by the law, pursuant to the provisions and following the procedure of article 86 of L. 4261/2014, a higher than 100% and not exceeding 200%, maximum level of the ratio between the variable and the fixed components of remuneration for selected senior executive roles, as proposed by the Board of Directors.
The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,771,203,361 (99.97% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,135,750,953
- Against: 635,452,408
• Abstain: 721,306
12. Approved, with a majority exceeding the minimum required by the law, the amendment of the Remuneration Policy for Directors of the Bank.
The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,771,355,209 (99.98% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,199,469,520
- Against: 571,885,689
• Abstain: 569,458
13. Approved, with a majority exceeding the minimum required by the law, the remuneration paid during the financial year 2025 to the Board members, for the execution of their duties as Board members and as members of the Board Committees, and the remuneration to be paid to the Board members for the financial year 2026, as proposed by the Board of Directors.
The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,771,365,099 (99.98% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,567,008,581
- Against: 204,356,518
• Abstain: 559,568
14. Cast a positive vote on the Remuneration Report for the financial year 2025.
The voting results on the respective item were as follows:
• Number of shares for valid votes given 2,771,353,483 (99.98% of the share capital with voting rights on the items of the agenda), out of which:
- For: 1,784,688,401
- Against: 986,665,082
• Abstain: 571,184
15. The Annual General Meeting was informed on the Annual Activity Report of the Audit Committee for the financial year 2025.
16. The Annual General Meeting was informed on the Independent Non-Executive Directors’ Report.