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Alpha Services and Holdings S.A.

AGM Information May 21, 2025

2639_rns_2025-05-21_694ee0ca-5ccc-45bd-bc73-75374e752bb1.pdf

AGM Information

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Resolutions of the Ordinary General Meeting of Shareholders of Alpha Services and Holdings S.A. held on 21.5.2025

The Ordinary General Meeting of Shareholders of Alpha Services and Holdings S.A. (the "Company") which was held remotely in real time via teleconference on 21.5.2025 at 10:00 was attended, with regard to all items of the agenda, in person or by proxy, by 980 Shareholders, representing 1,702,312,143 common, registered, dematerialized shares with voting rights, out of a total of 2,311,835,042 common, registered, dematerialized shares with voting rights, namely 73.63% of the voting share capital of the Company.

Item 1: Approval of the Annual Separate and Consolidated Financial Statements of the financial year 2024 (1.1.2024 - 31.12.2024), together with the relevant reports of the Board of Directors which are accompanied by the Statutory Certified Auditors' Report.

The Ordinary General Meeting of the Shareholders of the Company approved the Annual Separate and Consolidated Financial Statements for the financial year 2024 (1.1.2024 - 31.12.2024), together with the relevant reports of the Board of Directors, which are accompanied by the Statutory Certified Auditors' Report.

Additionally, the Ordinary General Meeting resolved that the results of the financial year 2024 be allocated as follows:

  • − Formation of a statutory reserve of Euro 9,584,239.58, which is onetwentieth (1/20) of the net profit for the year 2024.
  • − Increase of the intragroup dividends reserve by Euro 122,266,025.97.
  • − Increase of the Retained Earnings by Euro 59,834,526.06.
VALID VOTES: 1,698,936,142 (99.80%) ABSTENTION: 3,376,001 (0.20%) VOID VOTES: 0 (0.00%)
FOR: 1,698,765,911 (99.79%)
AGAINST: (0.01%)
170,231
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Item 2: Approval of dividend distribution of an amount of Euro 70,259,328.43 in cash.

The Ordinary General Meeting of the Shareholders of the Company approved the distribution in cash of the amount of Euro 70,259,328.43 to the Shareholders of the Company through the cash payment of Euro 0.030 per share, in accordance with the legal and regulatory framework currently in force, and authorized the Board of Directors to proceed with the implementation of the process, as per below.

The key dates regarding the cash dividend are the following:

a. 23.5.2025: Ex-dividend date (namely the date from which the Company's shares will be traded on the Athens Exchange without the right to receive dividend),

b. 26.5.2025: Cash Dividend beneficiaries record date (namely the date on which the beneficiaries of the dividend shall be all the Shareholders registered in the records of the Company's Dematerialized Securities System), and

c. 29.5.2025: Cash Dividend payment date (the date on which the cash dividend payment shall commence).

The dividend is payable in cash through Alpha Bank (paying bank). The Ordinary General Meeting also resolved that the necessary authorizations for the implementation of the relevant process be provided to the Company's Board of Directors.

VALID VOTES: 1,701,106,356 (99.93%) ABSTENTION: 1,205,787 (0.07%) VOID VOTES: 0 (0.00%)
FOR: 1,701,096,206 (99.93%)
AGAINST: 10,150 (0.00%)
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Item 3: a) Approval of the distribution of an amount of Euro 48,235 of the Company's Intragroup dividends to Company's Staff. Granting of authorization to the Board of Directors.

b) Distribution of an amount of up to Euro 14.5 million by Group Companies to their eligible Staff. Granting of authorization to the Board of Directors.

The Ordinary General Meeting of the Shareholders of the Company:

(a) approved the distribution of an amount of Euro 48,235 from the Company's intragroup dividend for the financial year 2024 (1.1.2024 - 31.12.2024) to its Staff; (b) granted the authorization to the Board of Directors for the approval of the distribution of an amount of up to Euro 14.5 million by Group Companies to their eligible Staff; and (c) authorized the Board of Directors to proceed with the necessary actions, in order for the proposed distributions to be implemented at Company and Group level.

VALID VOTES: 1,690,800,143 (99.32%) ABSTENTION: 11,512,000 (0.68%) VOID VOTES: 0 (0.00%) FOR: 1,282,265,565 (75.32%)

AGAINST: 408,534,578 (24.00%)
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Item 4: Approval of the overall management for the financial year 2024 (1.1.2024 - 31.12.2024), as per article 108 of law 4548/2018 and discharge of the Statutory Certified Auditors for the financial year 2024, in accordance with article 117(1)(c) of law 4548/2018.

The Ordinary General Meeting of the Shareholders of the Company approved the overall management by the Members of the Board of Directors for the financial year 2024 (1.1.2024 - 31.12.2024), as per article 108 of law 4548/2018 and discharge, in accordance with article 117 par. 1(c) of law 4548/2018, of the Statutory Certified Auditors from any liability for their actions and for the audit of the Financial Statements for the financial year 2024, respectively.

VALID VOTES: 1,688,147,349 (99.16%) ABSTENTION: 14,164,794 (0.84%) VOID VOTES: 0 (0.00%) FOR: 1,687,396,589 (99.12%) AGAINST: 750,760 (0.04%) ----------------------------------------------------------------------------------------------------------------------------------

Item 5: Appointment of Statutory Certified Auditors for the statutory audit of the Financial Statements and the assurance of sustainability reporting for the financial year 2025 (1.1.2025 - 31.12.2025) and approval of their fee.

The Ordinary General Meeting of the Shareholders of the Company, according to the proposal of the Board of Directors of the Company and following the relevant recommendation by the Audit Committee, approved the appointment of the audit firm with the corporate name "Deloitte Certified Public Accountants S.A." and the trade name "Deloitte" (Institute of Certified Public Accountants of Greece Registration No E 120) to carry out the statutory audits of the Company's Separate and Consolidated Financial Statements for the year 2025 for a fee amounting to Euro 0.2 million plus V.A.T. and to provide the Limited Assurance Report for the Sustainability Report that will be needed according to the Law for the year 2025, noting that:

In view of the completion of the merger by absorption of the Company by its 100% Subsidiary, Alpha Bank S.A (the "Bank"), the initiation of which was approved by the Boards of Directors of both entities on 12.12.2024 and is expected to be completed within the first half of 2025 (the "Merger"), the above fees will not be incurred by the Company but instead, a fee of Euro 1.8 million plus VAT for the statutory audit of the (separate and consolidated) Financial Statements of the Bank for the year 2025 will be incurred by the Bank, as universal successor of the Company, post-merger completion. In the event that the Merger is not completed within the first half of 2025, the above fees will be adjusted accordingly.

The fees for the Limited Assurance Report of the Sustainability Report for the financial year 2025 will be defined by decision of the Board of Directors, upon recommendation of the Audit Committee.

VALID VOTES: 1,700,995,017 (99.92%) ABSTENTION: 1,317,126 (0.08%) VOID VOTES: 0 (0.00%) FOR: 1,698,216,510 (99.76%) AGAINST: 2,778,507 (0.16%) ----------------------------------------------------------------------------------------------------------------------------------

Item 6: Submission of the Activity Report of the Audit Committee for the year 2024, in accordance with article 44 of law 4449/2017 (non-voting item).

The Ordinary General Meeting of the Shareholders of the Company took cognizance of the Activity Report of the Audit Committee for the year 2024, in accordance with article 44 of law 4449/2017, as in force.

Item 7: Submission of the Report of the Independent Non-Executive Members, according to article 9(5) of law 4706/2020 (non-voting item).

The Ordinary General Meeting of the Shareholders of the Company took cognizance of the Report of the Independent Non-Executive Members, as per the provisions of article 9 par. 5 of law 4706/2020.

Item 8: Announcement on the election by the Board of Directors of two (2) new Members of the Board of Directors in replacement of the Members who have tendered their resignation (non-voting item).

The Ordinary General Meeting of the Shareholders of the Company was informed that, in accordance with article 82 par. 1 of law 4548/2018 and article 10 par. 1 of the Company's Articles of Incorporation, following a relevant recommendation by the Corporate Governance, Sustainability and Nominations Committee and the assessment of the fulfilment of the suitability criteria set by the regulatory and legal framework, the Board of Directors at its meeting held on 27.2.2025 resolved on the election of Ms. Annalisa G. Areni as Non-Executive Member and Mr. Lazaros A. Papagaryfallou as Executive Member of the Board of Directors of the Company, with effect as of 27.2.2025, in replacement of Messrs. Efthimios O. Vidalis and Spyros N. Filaretos respectively, who have tendered their resignation with effect as of the same abovementioned date, for the rest of the tenure of the abovementioned resigning Members.

It is noted that the fit and proper assessment of both new Members by the Single Supervisory Mechanism of the European Central Bank, in accordance with the provisions of the legal and regulatory framework, has been successfully completed.

Item 9: Deliberation and advisory vote on the Remuneration Report for the financial year 2024, in accordance with article 112 of law 4548/2018.

The Ordinary General Meeting of the Shareholders of the Company cast a positive vote on the Remuneration Report for the financial year 2024, in accordance with article 112 of law 4548/2018.

VALID VOTES: 1,689,407,441 (99.24%) ABSTENTION: 12,904,702 (0.76%) VOID VOTES: 0 (0.00%) FOR: 1,083,354,332 (63.64%) AGAINST: 606,053,109 (35.60%) ----------------------------------------------------------------------------------------------------------------------------------

Item 10: Approval of the Members of the Board of Directors' remuneration for the financial year 2024 (1.1.2024 - 31.12.2024).

The Ordinary General Meeting of the Shareholders of the Company approved the remuneration of the Non-Executive Members of the Board of Directors, including the Independent Non-Executive Members, in their capacity as Members, for the financial year 2024, amounting to a total of Euro 1,520,375.00 (gross).

VALID VOTES: 1,699,717,778 (99.85%) ABSTENTION: 2,594,365 (0.15%) VOID VOTES: 0 (0.00%) FOR: 1,699,422,494 (99.83%) AGAINST: 295,284 (0.02%) ----------------------------------------------------------------------------------------------------------------------------------

Item 11: Approval, in accordance with article 109 of law 4548/2018, of the advance payment of remuneration to the Members of the Board of Directors for the financial year 2025 (1.1.2025 - 31.12.2025).

The Ordinary General Meeting of the Shareholders of the Company approved, in accordance with article 109 of law 4548/2018, the advance payment of remuneration to the Members of the Board of Directors, in their capacity as Members, in respect of the financial year 2025 (1.1.2025 - 31.12.2025), as per the proposal of the Board of Directors, noting that the recommendation, in accordance with article 109 of law 4548/2018, in respect to the advance payment of remuneration to the Members of the Board of Directors, in their capacity as Members, in respect of the financial year 2025 (1.1.2025 - 31.12.2025), will be also adopted and respectively implemented by Alpha Bank S.A., as the surviving entity of the Merger, through the respective resolution of the Ordinary General Meeting of Shareholders.

VALID VOTES: 1,700,106,356 (99.87%) ABSTENTION: 2,205,787 (0.13%) VOID VOTES: 0 (0.00%)
FOR: 1,699,403,344 (99.83%)
AGAINST: 703,012 (0.04%)
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Item 12: Approval, in accordance with article 86 of law 4261/2014, of an increase of the maximum ratio between the fixed and variable components of remuneration.

The Ordinary General Meeting of the Shareholders of the Company proceeded with:

  • (a) the approval, pursuant to the provisions of article 86 of Law 4261/2014, of a higher than 100% maximum level of the ratio between the variable and fixed components of remuneration up to 200%, based on the categorization included in the Board of Directors' recommendation, for Employees of the Company and its Subsidiaries (including the Bank), with the exception of the Control Functions (Compliance, Risk and Internal Audit); and
  • (b) the authorization to the Board of Directors to detail the implementation of such increase of the maximum ratio between the fixed and variable components of remuneration, based on the above resolution and the Board of Directors' recommendation, subject to the Remuneration Policy, the Performance Evaluation Framework, the Policies and Regulations of the Group, and all applicable laws and regulations.
VALID VOTES: 1,697,588,273 (99.72%) ABSTENTION: 4,723,870 (0.28%) VOID VOTES: 0 (0.00%)
FOR: 1,287,865,051 (75.65%)
AGAINST: 409,723,222 (24.07%)
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Item 13: Approval of the updated and amended Remuneration Policy of the Members of the Board of Directors in accordance with articles 110 and 111 of law 4548/2018.

The Ordinary General Meeting of the Shareholders of the Company approved the updated and amended Remuneration Policy of the Members of the Board of Directors, in accordance with articles 110 and 111 of law 4548/2018, as proposed by the Board of Directors, following a relevant recommendation by the Remuneration Committee, noting that the above updated and amended Remuneration Policy of the Members of the Board of Directors, in accordance with articles 110 and 111 of law 4548/2018, will be also adopted and respectively implemented by Alpha Bank S.A., as the surviving entity of the Merger, through the respective resolution of the General Meeting of Shareholders.

VALID VOTES: 1,689,817,890 (99.27%) ABSTENTION: 12,494,253 (0.73%) VOID VOTES: 0 (0.00%)

FOR:
AGAINST:
1,258,815,526 (73.95%)
431,002,364 (25.32%)
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Item 14: Approval of the updated and amended Suitability and Nomination Policy for the Members of the Board of Directors.

The Ordinary General Meeting of the Shareholders of the Company approved the revised Suitability and Nomination Policy for the Members of the Board of Directors, in accordance with article 3 of law 4706/2020, as proposed by the Board of Directors, following a relevant recommendation by the Corporate Governance, Sustainability and Nominations Committee, noting that the Suitability and Nomination Policy for the Members of the Board of Directors of Alpha Bank S.A., as the surviving entity of the Merger, will be adjusted to the above Suitability and Nomination Policy for the Members of the Board of Directors through the respective resolution of the General Meeting of Shareholders.

VALID VOTES: 1,701,106,356 (99.93%) ABSTENTION: 1,205,787 (0.07%) VOID VOTES: 0 (0.00%)
FOR: 1,701,106,356 (99.93%)
AGAINST: 0 (0.00%)
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Item 15: Early termination of the Company's Share Buyback Program approved and amended by the Ordinary General Meeting of Shareholders dated 27.7.2023 and 24.7.2024 respectively, in accordance with article 49 of law 4548/2018.

The Ordinary General Meeting of the Shareholders of the Company approved the early termination of the current Share Buyback Program, which was approved and amended by the resolutions of the Ordinary General Meeting of Shareholders dated 27.7.2023 and 24.7.2024 respectively.

VALID VOTES: 1,700,715,561 (99.91%) ABSTENTION: 1,596,582 (0.09%) VOID VOTES: 0 (0.00%)
FOR: 1,700,715,561 (99.91%)
AGAINST: 0 (0.00%)
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Item 16: Establishment of a new Share Buyback Program in accordance with article 49 of law 4548/2018 and authorization to the Board of Directors for its implementation.

The Ordinary General Meeting of the Shareholders of the Company approved the establishment of a new Share Buyback Program for acquisition by the Company of own existing common, registered dematerialized shares, with voting rights, pursuant to the provisions of article 49 of law 4548/2018, as per the terms and conditions described in the respective recommendation of the Board of Directors, and authorized the Board of Directors of the Company to define at its discretion any other detail and to proceed with all necessary actions for the implementation of the Share Buyback Program, noting that the new Share Buyback Program will be also adopted and respectively implemented by Alpha Bank S.A., as the surviving entity of the Merger between the Company and Alpha Bank S.A.

VALID VOTES: 1,700,715,561 (99.90%) ABSTENTION: 1,596,582 (0.10%) VOID VOTES: 0 (0.00%) FOR: 1,691,291,705 (99.35%) AGAINST: 9,423,856 (0.55%) ----------------------------------------------------------------------------------------------------------------------------------

Item 17: Amendment to the Company's Stock Award Plan, in accordance with article 114 of law 4548/2018 and authorization to the Board of Directors for its implementation.

The Ordinary General Meeting of the Shareholders of the Company:

  • (i) approved the amendments of the program for free distribution of shares of the Company to Members of the Management and Employees of the Company and the Affiliates (the "Stock Award Plan"), in accordance with article 114 of law 4548/2018, based on the Board of Directors' recommendation;
  • (ii) authorized the Board of Directors (a) to further determine the specific terms and conditions of the Plan and the Beneficiaries of each cycle of the Plan; (b) following a recommendation by the Remuneration Committee, to amend, subject to the resolutions of the General Meeting, any provisions of the Plan, in order to support the payout structure of all variable remuneration schemes to the Beneficiaries in the form of equity instruments issued by the Company from time to time, as defined in the Group Remuneration Policy, including any Retention, Performance Incentive and Combined Bonus Plan; and (c) to proceed with all necessary actions for the Plan's implementation, in accordance with the applicable remuneration policies and all applicable Laws and Regulations; and
  • (iii) further authorized one or more of the Members of the Board of Directors and/or the Human Resources Function of the Company to proceed with any necessary actions for the award and allocation of the shares to Beneficiaries under the Plan,

noting that following the completion of the Merger by absorption of the Company by Alpha Bank S.A, the Stock Award Plan, including the recommended amendments, will be also adopted and respectively implemented by Alpha Bank S.A., as the surviving entity of the Merger.

VALID VOTES: 1,689,817,890 (99.26%) ABSTENTION: 12,494,253 (0.74%) VOID VOTES: 0 (0.00%) FOR: 1,293,955,856 (76.01%) AGAINST: 395,862,034 (23.25%) ----------------------------------------------------------------------------------------------------------------------------------

Item 18: Announcement to the Ordinary General Meeting of the Shareholders of the Company, according to article 97 par. 1(b) of law 4548/2018, of any cases of conflict of interest and agreements of the financial year 2024 which fall under article 99 of law 4548/2018 (non-voting item).

The Ordinary General Meeting of the Shareholders of the Company was informed, according to article 97 par. 1(b) of law 4548/2018, of the cases of conflict of interest and of the agreements for the financial year 2024, which fall under article 99 of law 4548/2018.

Item 19: Granting of authority, in accordance with article 98 par. 1 of law 4548/2018, to the Members of the Board of Directors and the General Management as well as to Directors of the Company to participate in the boards of directors or in the management of companies having purposes similar to those of the Company.

The Ordinary General Meeting of the Shareholders of the Company approved the granting of authority to the Members of the Board of Directors and to other Executives of the Company to participate in the boards of directors and/or in the management of companies having purposes similar to those of the Company, provided that these companies do not have their registered offices and/or are not materially active in countries where the Company has a material presence.

VALID VOTES: 1,700,717,778 (99.91%) ABSTENTION: 1,594,365 (0.09%) VOID VOTES: 0 (0.00%)
FOR: 1,690,155,950 (99.29%)
AGAINST: 10,561,828 (0.62%)
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