Resolutions of the Extraordinary General Meeting of Piraeus Financial Holdings S.A. April 7th, 2021

Piraeus Financial Holdings S.A. announces that the Extraordinary General Meeting of Shareholders, held on April 7th 2021 at 16:00 and conducted remotely in real-time, via teleconference was attended either in person or by proxy, by shareholders representing, a) 625,674,004 shares corresponding  to 75.29% of the total 831,059,164 shares regarding the first, third and fourth item and b) 623,631,937 shares corresponding to 75,23% of the total  829,017,097 shares, regarding the second item. 

 

The Extraordinary General Meeting discussed and adopted the following resolutions:

With regard to the 1st Item:

Granted authorization, according to article 24 par. 1 of Law 4548/2018, to the Board of Directors to resolve, with the quorum and majority required by law, the increase of the share capital of the Company by an amount that cannot exceed three times the paid up capital on the date of delegation of these powers to the Board of Directors, namely up to €14.959.064.952, with the issuance of new common registered voting shares, and to determine the specific terms and time plan of the increase in accordance with the applicable provisions of Law 4548/2018, including indicatively the structure of the increase, the method, the process and the offering price of the new shares, the power to restrict or disapply the pre-emptive right of the existing shareholders, in accordance with the provisions of article 27 par. 4 of Law 4548/2018, the categories of investors eligible to participate in it, the criteria of allocation between the various categories of investors in Greece and / or abroad, the conclusion of the necessary contracts or agreements with foreign and / or domestic intermediaries, organizers, coordinators or managers and / or other investment services companies, and in general to proceed to any necessary, requisite or expedient act, action or legal act for the implementation of the increase, including the relevant amendment of the Company's Articles of Association. The Board of Directors may exercise the above power once or partially in several transactions. The above authorisations will be valid for three (3) years.

With regard to the 2nd Item:

1) Approved the increase of the nominal value of each existing common registered voting share of the Company from six euros (€6.00) to ninety-nine euros (€99.00) by reducing the total number of existing common registered shares of the Company from eight hundred thirty one million fifty nine thousand one hundred sixty four (831,059,164) shares to fifty million three hundred sixty seven thousand two hundred twenty three (50.367.223) new common registered voting shares with a nominal value of ninety-nine euros each, by merging sixteen and a half (16.5) existing shares into one (1) new share of the Company (reverse split) and the consequent increase of the share capital of the Company by the amount of ninety-three euros (€93.00) by capitalizing part of the existing “share premium” reserve, with the purpose of achieving an integer number of new shares.

2) Authorized the Board of Directors of the Company a) for the implementation of the decision of the General Meeting, and, if necessary, for the specialization and finalization of the terms and procedure of the reverse split, and the capitalization of part of the above reserve, for the purpose of achieving an integer number of shares, as well as for any related issue, b) to decide and regulate any fractional rights in shares, b) to combine (if it deems appropriate) the decision on the present item on the agenda with the decision on item 3, so that a single approval be obtained from the competent authorities as well as d)  to supplement / modify the relevant figures in the respective amendment of the Articles of Association.

3) Approved the respective amendment of articles 5 and 25 of the Articles of Association of the Company regarding the share capital, and authorized the Board of Directors to take any decision and to take any action of adaptation and / or supplementation of these articles, with the appropriate relevant amounts and sizes, in accordance with the above decisions of the General Meeting for the completion of the amendment of the Articles of Association.

4) Authorized executives of the Company and of Piraeus Bank for the signing and submission of any required document before the public authorities and bodies and for the execution of all necessary actions for the implementation of the above decisions.

With regard to the 3rd Item:

1) Approved the reduction of the share capital of the Company by the amount of four billion nine hundred thirty five million nine hundred eighty seven thousand eight hundred fifty four euros (€4,935,987,854.00) by reducing the nominal value of each common share from ninety-nine euros (€99.00) to one euro (€1.00), without altering the total number of common registered shares of the Company, as such figure will have been determined following the corporate actions included in Item 2 of the agenda, and the formation of an equivalent special reserve of article 31 par. 2 of Law 4548/2018.

2) Granted authorization to the Board of Directors for the implementation of the relevant decision of the General Meeting and, if required, for the specialization and finalization of the terms and procedure of the above reduction.

3) Approved the amendment of articles 5 and 25 of the Articles of Association of the Company  as a consequence of the above reduction of the share capital, and authorized the Board of Directors to take any decision and to take any action of adaptation and / or supplementation of these articles, with the appropriate relevant amounts and sizes, in accordance with the above decisions of the General meeting for the completion of the amendment of the Articles of Association.

4) Authorized executives of the Company and Piraeus Bank for the signing and submission of any required document before the public authorities and bodies and for the execution of all necessary actions for the implementation of the above decisions.

With regard to the 4th Item:

1) Granted authorization to the Board of Directors of the Company to establish a five (5) year stock option plan in accordance with the provisions of article 113 par.4 of Law 4548/2018 to executives and employees of the Company and its affiliated companies, within the meaning of article 32 of law 4308/2014, in the form of stock option rights (stock options), by increasing the share capital with the issuance of new shares and to determine, without prejudice to the provisions of the Law 3864/2010, the terms of the stock options, at its discretion, in accordance with the provisions of article 113 of Law 4548/2018, defining that the authorization is valid for five (5) years from the resolution of the General Meeting.

2) Decided that the maximum nominal value of all shares that may be awarded through the plan which will be established by the Board of Directors will correspond to 1.5% of the paid-up share capital of the Company on the date of the establishment of the plan by the Board of Directors of the Company.



Athens, 07 Αpril 2021