EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
TO THE REPORT OF THE DIRECTORS
123
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components of remuneration for the Chief Executive Officer (CEO), the three (3) Deputy CEOs, the Group Chief Risk
Officer, Group Chief Financial Officer and the General Manager Group Strategy.
Approved, with a majority
exceeding the minimum required by the law, the amendment of the Nomination Policy of the Directors of the Board.
9.
Approved, with a majority exceeding the minimum required by the law the appointment of Mr. Burkhard Eckes and Mr.
John Arthur Hollows as new independent non-executive members of the Company’s Board of Directors. The term of
office of the aforementioned new members expires concurrently with the term of office of the other members of the
Board (with a membership of fifteen from now onwards) and more specifically on 23.07.2024, prolonged until the end
of the period the Annual General Meeting for the year 2024 will take place.
10.
Approved, with a
majority exceeding the
minimum required
by the
law: a)
The Audit
Committee to
function as
Committee
of the Board of Directors (“BoD”) consisting of members of the BoD. b) The Audit Committee to consist of five (5) non-
executive members of the BoD of which at least four
(4) shall be independent. c) The term of office
of the members of
the Audit
Committee that
will be
appointed by
the BoD
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
BoD, 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.
12.
Approved, with a majority exceeding the minimum required by
the law, the amendment of Article
11 of the
Company’s
Articles
of
Association
by
updating
paragraph
1
aiming
to
the
option
the
appointment
and
revocation
of
the
representative and the relevant notification to the
Company may take place via electronic
means, and more specifically
via electronic mail
(email) at the
email address referred
to in the
Invitation of the
General Meeting and/or
other electronic
means referred to therein.
on the Annual Activity Report of the Audit Committee for the financial year 2022.
14.
Was informed on the Independent Non-Executive Directors’ Report.
All
information
on
the
AGM
can
be
found
at
Eurobank
Holding’s
website
(https://www.eurobankholdings.gr/en/investor-
relations/shareholders/general-meetings-pages/annual-general-meeting-of-shareholders-on-20-07-23).
Information about the Eurobank General Meetings
The HoldCo, following
the demerger, constitutes the Eurobank’s
sole shareholder, who represents
100% of its
share capital.
According to
article 121
par. 5
of Law
4548/2018, an
invitation to
convene a
general meeting is
not required
in the
event
that the meeting is attended or represented
by shareholders representing the entire capital and none
of them objects to its
holding and decision-making. In this context the following general meetings of Eurobank were held.
Annual General Meeting (AGM) of the shareholders
In the
Annual General
Meeting of
Eurobank’s shareholders,
held on
July 20,
2023 in
Athens, at
“Bodossakis Foundation
Building”
(“John
S. Latsis”
Hall), 20
Amalias
Avenue,
participated
the sole
shareholder Eurobank
Holdings representing
3,683,244,830 shares, corresponding to 100% of the paid up share capital with voting rights on the items of the agenda. In
respect of the items on the agenda, the General Meeting:
1. Approved
the Annual
and Consolidated
Financial Statements
for the
financial year
2022 as
well as
the Directors’
and
Auditors’ Reports. Profit sharing.
2. Approved the overall management for the financial year 2022 and discharge of the Auditors for the financial year 2022.
3. Appointed “KPMG Certified Auditors S.A.” as Auditors for the financial year 2023.
4. Approved
the remuneration
for the
financial year
2022 and
of the
advance payment
of the
remuneration for
the
non-
executive Board Directors for the financial year 2023.
5. Approved,
pursuant tο
the provisions
and following
the procedure
of article
86 of
Law 4261/2014,
a higher
than 100%
maximum level of the ratio between the fixed and variable components of remuneration for seven (7) executives.
6. Approved the appointment of Messrs. Burkhard Eckes and John Arthur Hollows
as new members of the Bank’s BoD and
their designation as Independent Non-Executive Directors, whose term of office expires concurrently with the term of office
of the
other members
of the
BoD (with
a membership
of fifteen
from now
onwards) and
more specifically
on 23.07.2024,
prolonged until the end of the period the Annual General Meeting for the year 2024 will take place.
7. Approved the recomposition of the Audit Committee.
8
.
Approved the
Amendment of article 11 of the Bank’s Articles of Association aiming to its update.
6. Approved the Annual Activity Report of the Audit Committee for the financial year 2022.
Extraordinary General Meeting of the Shareholders
In
the
Extraordinary
General
Meeting
of
Eurobank’s
shareholders,
held
on
July
31,
2023,
in
Athens,
at
“Bodossakis
Foundation
Building”
(“John
S.
Latsis”
Hall),
20
Amalias
Avenue,
participated
the
sole
shareholder
Eurobank
Holdings
representing 3,683,244,830
shares, corresponding to
100% of
the paid up
share capital with
voting rights on
the items of
the agenda. In respect of the sole item on the agenda, the General Meeting
resolved on the:
Approval of subscribing the bonds of the issuance of
a common bond loan (the “Loan”) which Eurobank Holdings will
issue,
for
partially financing
the buy
back
from the
Hellenic Financial
Stability Fund
of 52,080,673
registered shares
issued
by
Eurobank Holdings.
9.
Other information required by Directive 2004/25/EU
The elements
c), d),
f), h),
i) of
paragraph 1
of article
10 of
Directive 2004/25/EC
of the
European Parliament
and of
the
Council, are incorporated into elements c), d), e), g), h) of article 4 par.
7 of Law 3556/2007, and are referred to the Report
of the Directors, part of which is the present Corporate Governance Statement.