Resolutions of the
Annual General Meeting
of Piraeus Financial Holdings S.A.
April 14th, 2025
Piraeus Financial Holdings S.A. announces that the Annual General Meeting of Shareholders, held in April 14th, 2025 at 18:00 and conducted remotely in real-time via teleconference, was attended either in person or by proxy, by shareholders representing 942,671,590 shares corresponding to 75.53% of the total 1,248,069,086 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 Company and the Group) for the financial year 01.01.2024 - 31.12.2024, including the Annual Financial Statements, the relevant Board of Directors’ Reports and Statements, as well as the Independent Auditor’ Report.
2. 2.1 Approved i) the share capital increase of amount €373,055,711, 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 €1.23 and ii) the respective amendment of articles 5 and 25 of the Company’s Articles of Association.
2.2 Approved i) the share capital reduction of amount €373,055,711 by decreasing the nominal value of each common share from €1.23 to €0.93. The full amount of the reduction will be distributed to the Company’s shareholders as a cash payment. It further authorized the BoD to carry out all necessary actions to implement this decision and ii) the respective amendment of articles 5 and 25 of the Company’s Articles of Association.
2.3. Approved the waiver of any additional distribution as a minimum dividend from the profits of the financial year ending on 31.12.2024.
3. Approved the overall management of the Company for the financial year 01.01.2024-31.12.2024, in accordance with article 108 of Law 4548/2018 and the release of the auditors from any liability for the financial year 01.01.2024-31.12.2024, 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 Company’s standalone and consolidated financial statements, the audit and assurance of the Sustainability Report as well the Tax Audit for the financial year 01.01.2025 - 31.12.2025 with an annual fee of €219,000, €350,000 and €64,000 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 Company, in accordance with article 9, par. 5 of Law 4706/2020.
7. Cast an affirmative vote for the Remuneration Report of year 2024, 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 2024 and granted approval for the advance payment of remuneration to the Directors in respect of the financial year 2025, in accordance with article 109 of Law 4548/2018.
9. Approved the cash distribution of an amount up to €0.23 million to the Company’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 “other reserves and retained earnings” account of the Statement of Financial Position (sub-account “non-taxed reserves”).
10. Approved the amendment of the Directors’ Remuneration Policy.
11. Approved the update of the Severance Policy.
12. a. Approved the grant of free common shares of the Company to executives and employees of the Company and its affiliated companies as defined in Article 32 of Law 4308/2014, in accordance with the provisions of article 114 of Law 4548/2018 (including, subject to the provisions of the applicable legal and regulatory framework, to executive members of the Board of Directors) and the Directors’ and the Group Remuneration Policies. The maximum number of free shares which may be granted over a period of twenty-four (24) months shall not exceed ten million seven hundred thousand (10,700,000) common registered voting shares, i.e. the total nominal value of the shares to be distributed shall not exceed €9,951,000.00 representing 0.86% of the Company’s share capital on the date of the General Meeting’s decision. The nominal value of the free shares to be granted, combined with the nominal value of the shares that may be issued under the Stock Option Plan which has been adopted by the BoD on 16.11.2023 in accordance with article 113 of Law 4548/2018, shall not exceed in aggregate a total of 2.36% of the Company’s share capital as at the date of the General Meeting’s decision. Said shares will be acquired in accordance with article 49 of Law 4548/2018 subject to the fulfilment of the relevant conditions provided for in law and
b. granted authorization to the Board of Directors of the Company to:
i) determine the beneficiaries of the free shares based on the applicable remuneration policy and remuneration schemes of the Company/Group for each category of beneficiaries, which set out the terms and criteria for the award and the payment of remuneration, the conditions and/or performance and/or retention criteria contained therein taking into consideration the legal and regulatory framework, in force from time to time, and
ii) proceed to implement this decision, determining the appropriate timing and manner of the distribution, and manage all procedural aspects 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 Company.
13. a. Approved the Company’s Shares Buy Back Programme for the acquisition of up to 8,333,333 own common shares of the Company, at a price range between €3.00 (minimum price) to €8.00 (maximum price) per share, for a period of 24 months from the date of this General Meeting’s decision, provided that the applicable legislative and regulatory conditions are met at the time of acquisition. The total cost of the own shares’ buybacks shall not exceed €25,000,000. The acquisition of own shares under the Share Buyback Program may be carried out by the Company and/or any of its Subsidiaries and
b. granted authorization to the Board of Directors of the Company 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 Company.
14. Approved, pursuant to the provisions of article 86 of Law 4261/2014, the increase of the maximum ratio between the fixed and variable component of remuneration for the 162 executives of the Company and its subsidiary, Piraeus Bank S.A. as follows: a) for the Executive General Managers up to 200% - a total of 10 executives, b) for the General Managers up to 150% - a total of 36 executives and c) for the Senior Directors up to 120% - a total of 116 executives.
15. Approved, pursuant to the provisions of article 86 of law 4261/2014, the increase of the maximum ratio between the fixed and variable component of remuneration up to 200% for the CEO of the Company and its subsidiary, Piraeus Bank S.A.
16. Approved the election a) of Ms Paola Giannotti as a Non- Executive Member of the Board of Directors and b) of Mr. Jeremy John Masding as an Independent Non-Executive Member of the Board of Directors, for the remainder of the BoD’s term of office, in replacement of the resigned members, Mr. Periklis Dontas and Mr. Solomon Berahas, respectively.
17. Granted permission, as per article 98 par. 1 of Law 4548/2018 to the Members of the Board of Directors and Managers of the Company to participate in the Board of Directors or in the management of the Company’s subsidiaries and affiliates.