EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.

Resolutions of the Extraordinary General Meeting of the shareholders of 03.12.2025

Athens, 3 December 2025

 

ANNOUNCEMENT

Resolutions of the Extraordinary General Meeting of the shareholders of 03.12.2025

”Eurobank Ergasias Services and Holdings S.A.” (“Company”) announces the following:

In the Extraordinary General Meeting of the Company’s shareholders, held on December 03, 2025, 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 2,891,575,831 shares out of 3,631,510,801, corresponding to 79.62% of the paid-up share capital with voting rights. In respect of the item on the agenda, as referred to on the invitation dated 22.10.2025, the General Meeting with a majority exceeding the minimum required by the law:

(a) Approved the Draft Merger Agreement with its annexes (including the transformation balance sheets of “Eurobank Ergasias Services and Holdings S.A.” (“Company” or “Absorbed Company”) and “Eurobank S.A.” (“Bank” or “Absorbing Company”), with reference date 31 December 2024), with the amendment to Clause 1.6 as follows:

“1.6. Prior to the approval of the Merger as provided above, the Absorbing Company shall submit an application to the Athens Stock Exchange for the listing of its existing shares. In particular, the existing shares of the Absorbing Company shall be admitted to trading on the Athens Stock Exchange in accordance with the provisions of section 3.1.15.6 of the Athens Stock Exchange Regulation. Upon completion of the Merger and the share capital increase of the Absorbing Company, the newly issued shares shall be listed on the Athens Stock Exchange, and trading of the shares of the Absorbing Company shall commence. For the listing of the existing shares of the Absorbing Company on the Main Market of the Athens Stock Exchange, a prospectus will be issued and published in accordance with Regulation (EU) 2017/1129, following the approval of the Hellenic Capital Market Commission. The prospectus will include, among other things, the necessary information required to inform the investing public about the Merger in accordance with applicable legislation”.

b) Approved the Merger of the Bank with the Company by absorption of the latter by the former, in accordance with the provisions of Articles 6–21, 30–34 and 140 of Law 4601/2019, Article 16 of Law 2515/1997, and the applicable provisions of Law 4548/2018, as in force, and under the specific terms and conditions set out in the Draft Merger Agreement, as approved above, and the rest of the documents, as submitted to the General Meeting.

c) Authorized Messrs. F. Karavias, S. Ioannou, Κ. Vassiliou, H. Kokologiannis, A. Kazakos, H. Koukoutsaki, E. Deligiannis and A. S. Kouleimanis, acting jointly by two, to appear before a notary public and, on behalf of the Absorbed Company, execute the notarial deed of merger of the Bank with the Company by absorption of the latter by the former, determining the specific terms of the notarial merger deed within the framework of the approved Draft Merger Agreement, and to sign any other document, application, declaration, or certificate etc. as may be required for the completion of the Merger.

 

(d) Authorized the Board of Directors to resolve any matter that may arise in connection with the approved Merger, at its absolute discretion.

The voting results on the respective item were as follows:

  • Number of shares for valid votes given: 2,890,453,980 (99.96%) of the share capital with voting rights on the item of the agenda), out of which:
    • For: 2,890,358,689
    • Against: 95,291
  • Abstain: 1,121,851