Eurobank Ergasias Services and Holdings S.A. (Eurobank Holdings or Company) announces the following:
Α. In the Annual General Meeting of the Company’s shareholders, held on July 21, 2022, at 10 a.m., remotely via teleconference in real time, participated shareholders representing 2,768,461,395 shares out of 3.709.161.852 shares, corresponding to 74.64% of the paid-up share capital with voting rights. In respect of the items on the agenda, as referred to on the invitation dated 30.06.2022, 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 2021, 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: 2,764,665,178 (99.86% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,764,663,978
- Against: 1,200
- Abstain: 3,796,217
2. Approved, with a majority exceeding the minimum required by the law, the offsetting “Corporate law Reserves” and “Share Premium”, with accumulated losses amounting to €13,813,713,430.07 from the account “Retained earnings/losses”.
The voting results on the respective item were as follows:
- Number of shares for valid votes given: 2,768,452,920 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,768,451,720
- Against: 1,200
- Abstain: 8,475
3. Approved, with a majority exceeding the minimum required by the law, the overall management for the financial year 2021 as well as the discharge of the Auditors for the financial year 2021.
The voting results on the respective item were as follows:
- Number of shares for valid votes given 2,763,103,613 (99.81% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,757,386,828
- Against: 5,716,785
- Abstain: 5,357,782
4. 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 2022;
b) KPMG’s relevant fees for the audit of the Annual and Consolidated Financial Statements of the Company for the financial year 2022 to amount to €0.2 m; and
c) the amendment of the Tripartite Relationship Framework Agreement between the HFSF, the Company and the Bank, for the incorporation of the provisions of article 28 par. 2 of L. 4701/2020, in order to offer the possibility to extend the duration of the audit assignment to the same statutory auditor (in this case, KPMG) even after the end of the initial 5 years’ engagement (2018-2022) for a period not exceeding a total of 10 years.
The voting results on the respective item were as follows:
- Number of shares for valid votes given: 2,768,452,920 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,761,527,163
- Against: 6,925,757
- Abstain: 8,475
5. Approved, with a majority exceeding the minimum required by the law, the remuneration paid during the financial year 2021, as well as the advance payment of remuneration for the financial year of 2022 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: 2,768,452,920 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,768,247,244
- Against: 205,676
- Abstain: 8,475
6. Casted a positive vote on the Remuneration Report for the financial year 2021.
The voting results on the respective item were as follows:
- Number of shares for valid votes given: 2,768,452,920 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,549,733,180
- Against: 218,719,740
- Abstain: 8,475
7. 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: 2,767,402,920 (99.96% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,767,401,720
- Against: 1,200
- Abstain: 1,058,475
8. Approved, with a majority exceeding the minimum required by the law:
a) The Audit Committee to function as Committee of the Board consisting of members of the Board.
b) The Audit Committee to consist of 4 non-executive members of the Board of which at least 3 shall be Independent.
c) The term of office of the members of the Audit Committee that will be appointed by the Board 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 Board, 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: 2,767,402,879 (99.96% of the share capital with voting rights on the items of the agenda), out of which:
- For: 2,763,032,251
-Against: 4,370,628
- Abstain: 1,058,516
Β. The Board of Directors of the Company, appointed on 21.07.2022 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 K. Kakar, Independent Non-Executive Director
3. Jawaid A. Mirza, Independent Non-Executive Director
4. Efthymia P. Deli, Non-Executive Director, Representative of the HFSF
C. The Audit Committee of the Company, decided on 21.07.2022 its constitution and appointed its Chairperson and Vice - Chairperson, as follows:
1. Jawaid A. Mirza, Independent Non-Executive Director, Chairman
2. Irene Rouvitha Panou, Independent Non-Executive Director, Vice - Chairwoman
3. Rajeev K. Kakar, Independent Non-Executive Director
4. Efthymia P. Deli, Non-Executive Director