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Eurobank Ergasias Services and Holdings S.A.

AGM Information Apr 30, 2025

2644_rns_2025-04-30_ecda7803-0f99-410c-9e70-2dcc6c6c7b9b.pdf

AGM Information

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Athens, 30 April 2025

ANNOUNCEMENT

Resolutions of the Annual General Meeting of the shareholders of 30.04.2025

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

In the Annual General Meeting of the Company's shareholders, held on April 30, 2025, at 10 a.m., remotely via teleconference in real time, participated shareholders representing 2,895,478,195 shares out of 3,676,736,329, corresponding to 78,75% of the paid-up share capital with voting rights. In respect of the items on the agenda, as referred to on the invitation dated 28.03.2025, the General Meeting:

1. Approved, with a majority exceeding the minimum required by the law, the Annual Separate and Consolidated Financial Statements for the financial year 2024, 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: 2,893,236,274 (99.92% of the share capital with voting rights on the items of the agenda), out of which:
    • For: 2,893,138,849
    • Against: 97,425
  • Abstain: 2,241,921

2. Approved, with a majority exceeding the minimum required by the law, the overall management for the financial year 2024 as well as the discharge of the Auditors for the financial year 2024. The voting results on the respective item were as follows:

  • Number of shares for valid votes given 2,886,539,159 (99.69% of the share capital with voting rights on the items of the agenda), out of which:
    • For: 2,884,219,343
    • Against: 2,319,816
  • Abstain: 8,939,036

3. 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 to carry out the statutory audit of the Annual Separate and Consolidated Financial Statements of the Company for the financial year 2025, as well as for the audit and assurance of the submission of the Sustainability Statement, according to the provisions of article 154C of l. 4548/2018, for the financial year 2025; and

b) KPMG's relevant fees for the statutory audit of the Annual Separate and Consolidated Financial Statements of the Company for the financial year 2025 to amount to €0.3 m. and to €0.3 m. for the audit and assurance of the submission of the Sustainability Statement, according to the provisions of article 154C of l. 4548/2018, for the financial year 2025.

Given that it has been decided to initiate the merger process of the Company with its 100% subsidiary "Eurobank S.A." ("Bank"), through absorption of the Company by the Bank, and the merger is expected to be completed within 2025, in this case (of the completion of the merger within 2025), KPMG fees will not be incurred by the Company and instead a fee of €0.1m, for the Bank's audit of the Annual Separate and Consolidated Financial Statements for the financial year 2025, and a fee of €0.25m, for the audit and assurance of the submission of the Sustainability Report of the Bank, according to the provisions of article

154C of l. 4548/2018, for the financial year 2025, will be incurred by the Bank, universal successor of the Company.

The voting results on the respective item were as follows:

  • Number of shares for valid votes given: 2,895,330,056 (99.99% of the share capital with voting rights on the items of the agenda), out of which:
    • For: 2,891,933,388
    • Against: 3,396,668
  • Abstain: 148,139

4. Approved, with a majority exceeding the minimum required by the law, the dividend distribution to shareholders, amounting to €386,057,314.55, from the "Special Reserves" account and authorized the Board of Directors to do everything necessary or appropriate in the context of the implementation of this decision of the Annual General Meeting.

The voting results on the respective item were as follows:

  • Number of shares for valid votes given 2,895,432,904 (100% of the share capital with voting rights on the items of the agenda), out of which:
    • For: 2,895,432,904
    • Against: 0
  • Abstain: 45,291

5. Approved, with a majority exceeding the minimum required by the law, the distribution of a total amount of €437,670 to executives and employees of the Company from the "Special Reserves" account. The voting results on the respective item were as follows:

  • Number of shares for valid votes given 2,875,478,126 (99.31% of the share capital with voting rights on the items of the agenda), out of which:
    • For: 2,632,161,128
    • Against: 243,316,998
  • Abstain: 20,000,069

6. With a majority exceeding the minimum required by the law:

a) approved a share buyback programme ("Programme"), in accordance with the terms and conditions provided by Article 49 of Law 4548/2018, under the following terms: (i) the total cost of the Programme that will not exceed the amount of € 287,942,685.45, and in any case, the own shares that will be acquired will not exceed 10% of the Company's paid-in Share Capital, in accordance with the legislation in force; (ii) the duration of the Programme, which will not exceed 12 months, starting from the day of receipt of ECB's decision granting supervisory permission of the Programme; and (iii) the proposed range for the acquisition of the shares under the Programme, which sets as minimum price, the nominal value of the share i.e. €0.22 and as maximum price the €10; and

b) authorized the Board of Directors to determine at its discretion any other detail and take all necessary actions, delegating the relevant authorities to the appropriate individuals, for the implementation of the Programme.

The voting results on the respective item were as follows:

  • Number of shares for valid votes given 2,895,419,639 (100% of the share capital with voting rights on the items of the agenda), out of which:
    • For: 2,347,501,344
    • Against: 547,918,295
  • Abstain: 58,556

7. Approved, with a majority exceeding the minimum required by the law, pursuant tο the provisions and following the procedure of article 86 of l. 4261/2014, a higher than 100% maximum level of the ratio between the fixed and variable components of remuneration for the Chief Executive Officer (CEO), the Deputy CEO Group Chief Οperating Οfficer (COO) & International Activities, the Deputy CEO Head of Corporate & Investment Banking, the Deputy CEO Head of Retail & Digital Banking, the General Manager Group Risk Management (Group CRO), the General Manager Group Finance (Group CFO), the General Manager Group Strategy and the General Manager Markets.

The voting results on the respective item were as follows:

  • Number of shares for valid votes given 2,874,861,763 (99.29% of the share capital with voting rights on the items of the agenda), out of which:
    • For: 2,087,861,653
    • Against: 787,000,110
  • Abstain: 20,616,432

8. Approved, with a majority exceeding the minimum required by the law, the amendment of the Remuneration Policy for Directors of the Company.

The voting results on the respective item were as follows:

  • Number of shares for valid votes given 2,894,730,679 (99.97% of the share capital with voting rights on the items of the agenda), out of which:
    • For: 2,488,600,903
    • Against: 406,129,776
  • Abstain: 747,516

9. Approved with a majority exceeding the minimum required by the law, the remuneration paid during the financial year 2024 to the Board members, for the execution of their duties as Board members and as members of the Board Committees, and the payment of the remuneration to the Board members for the financial year 2025.

The voting results on the respective item were as follows:

  • Number of shares for valid votes given 2,874,875,028 (99.29% of the share capital with voting rights on the items of the agenda), out of which:
    • For: 2,750,927,560
    • Against: 123,947,468
  • Abstain: 20,603,167

10. Casted a positive vote on the Remuneration Report for the financial year 2024.

The voting results on the respective item were as follows:

  • Number of shares for valid votes given 2,874,772,180 (99.28% of the share capital with voting rights on the items of the agenda), out of which:
    • For: 1,782,483,984
    • Against: 1,092,288,196
  • Abstain: 20,706,015

11. Approved, with a majority exceeding the minimum required by the law, the amendment of Article 12 of the Company's Articles of Association by updating paragraph 2 of article 12 (the relevant update of the paragraph appears in track changes mode) as follows:

…………………………………………………………………………………………………………………………………………………………………………………………

"Article 12 General Meeting

  1. Following a resolution of the Board of Directors and pursuant to the each time in force applicable legislation and the procedure included in the invitation to the General Meeting, the shareholders may participate in the General Meeting by distance, with audio visual or other electronic means, without physical presence at the venue of its convention. Consequentially the Board of Directors may decide that the General Assembly will meet either in a hybrid manner (with the physical presence of shareholders at the venue of convention the General Assembly and with the participation of shareholders remotely through electronic means) or entirely with the participation of shareholders remotely through electronic means in accordance with the applicable legislation and the procedure outlined in the invitation to the General Assembly. A respective right to attend the General Meeting have, pursuant to the each time in force applicable legislation, the members of the Board of Directors, the Auditors of the Company as well as other persons that attend the Meeting on its Chairman's responsibility. In addition, following a resolution of the Board of Directors and pursuant to the each time in force applicable legislation and the procedure included in the invitation to the General Meeting, the shareholders may participate in the voting of the General Meeting by distance, by mail or by electronic means, prior to the proceedings of the General Meeting.

………………………………………………………………………………………………………………………………………………………………………………………". The voting results on the respective item were as follows:

  • Number of shares for valid votes given 2,895,432,904 (100% of the share capital with voting rights on the items of the agenda), out of which:
    • For: 2,697,870,322
    • Against: 197,562,582
  • Abstain: 45,291

12. Was informed on the Annual Activity Report of the Audit Committee for the financial year 2024.

13. Was informed on the Independent Non-Executive Directors' Report.

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