Pre-Annual General Meeting Information • Oct 23, 2025
Pre-Annual General Meeting Information
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EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS 3 DECEMBER 2025 INFORMATION FOR THE SHAREHOLDERS

which will take place 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.
Should the quorum required by law not be achieved, the Extraordinary General Meeting of the Shareholders of the Company will take place in Repeat Meeting on Thursday, December 11, 2025, at 10:00 a.m., also 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, via teleconference in real time, without the publication of a further invitation.
| 1. AGENDA ITEMS | 3 |
|---|---|
| 2. SUMMARY OF ITEMS ON THE AGENDA | 4 |
| 3. DOCUMENTS SUBMITTED TO THE GENERAL MEETING | 6 |
| 4. INVITATION | 7 |
| 5. BALLOT-PAPER | 14 |
| 6. MAIL VOTE DOCUMENT | 15 |
| 7. PROXY FOR PARTICIPATING REMOTELY BY TELECONFERENCE | 16 |
| 8. PROXY FOR PARTICIPATING IN PERSON | 18 |
| 9. PROXY FOR VOTING REMOTELY BEFORE THE EXTRAORDINARY GENERAL MEETING | 20 |
| 10. TOTAL NUMBER OF SHARES AND VOTING RIGHTS | 22 |
| 11. MINORITY SHAREHOLDERS' RIGHTS | 23 |
| 12. TERMS AND CONDITIONS FOR THE PARTICIPATION IN THE REMOTE GENERAL MEETING OF THE SHAREHOLDERS OF "EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A." | 25 |
The Board of Directors invites the shareholders of "Eurobank Ergasias Services and Holdings S.A." ("Company") to decide upon the following issue on the agenda:
Only Item: Approval of the Merger of "Eurobank S.A." with "Eurobank Ergasias Services and Holdings S.A." by absorption of 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, the Draft Merger Agreement and the other documents relating to the Merger. Appointment of representatives for the execution of the notarial deed of merger and granting of authorizations to carry out all actions necessary for the completion of the Merger.
Note: The voting rights held by the Company (own shares) shall not be taken into consideration for the purposes of calculating quorum and majority.
Only item: Approval of the Merger of "Eurobank S.A." with "Eurobank Ergasias Services and Holdings S.A." 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, of the Draft Merger Agreement and the other documents relating to the Merger. Appointment of representatives for the execution of the notarial deed of merger and granting of authorizations to carry out all actions necessary for the completion of the Merger.
Required quorum: 50% of share capital
Required quorum of Repeat Meeting: 20% of share capital
Required majority: 2/3 of votes (present in person or by proxy)
Τhe Chairman of the General Meeting refers to the resolution of the Board of Directors of the Company dated 18 December 2024, by which it was decided to initiate the merger procedure between the société anonyme "Eurobank S.A." (hereinafter the "Absorbing Company") and the société anonyme "Eurobank Ergasias Services and Holdings S.A." (hereinafter the "Absorbed Company" or the "Company", and together with the Absorbing Company, the "Merging Companies"), by absorption of the latter by the former, pursuant to 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 currently in force (hereinafter the "Merger").
In implementation of the above resolution of the Company's Board of Directors, the following actions were carried out:
From the date of the above publication until today, no creditor of the Company whose claims arose prior to the publication and had not yet fallen due at the time thereof has requested guarantees, according to Article 13 of Law 4601/2019.
On September 29th, 2025 European Central Bank approved the application of the merger.
The Chairman notes that the documents relating to the Merger had been made available to the shareholders of the Merging Companies in accordance with Article 11 of Law 4601/2019. Furthermore, he declares that the procedure for informing the personnel has been followed.
The Chairman informs the General Meeting that the BoD proposes to the GM the amendment of clause 1.6 of the Draft Merger Agreement, as, following the approval of the Draft Merger Agreement by the Boards of Directors of the Merging Companies, an amendment to the Athens Stock Exchange (ATHEX) Regulation was adopted pursuant to Decision No. 212/19.05.2025 of the ATHEX Steering Committee, which was approved by Decision No. 1054/5.6.2025 of the Hellenic Capital Market Commission. The said amendment introduced a new procedure for the approval of share listings in cases of mergers by absorption of a listed company, without the prior fulfilment of the minimum required free float.
In light of the foregoing, the Chairman informs the General Meeting that the Board of Directors proposes to the General Meeting:
The GM, with a majority exceeding the minimum required by the law, approved:
The General Meeting unanimously authorized Messrs. F. Karavias, S. Ioannou, Κ. Vassiliou, H. Kokologiannis, A. Kazakos, H. Koukoutsaki, E. Deligiannis and A. S. Kouleimanis, to appear before a notary public and, on behalf of the Company, execute the notarial deed of merger of "Eurobank S.A." with "Eurobank Ergasias Services and Holdings S.A." by absorption of the latter by the former, determining the specific terms of the 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.
Furthermore, the General Meeting unanimously authorised the Board of Directors to resolve any matter that may arise in connection with the approved Merger, at its absolute discretion.
Since 19.05.2025 the following documents have been made available to the shareholders of "Eurobank Ergasias Services and Holdings S.A." ("Eurobank Holdings") according to the law, on the website of the Company www.eurobankholdings.gr as well as at the Company's registered seat in Athens, 8 Othonos Str., 105 57 (tel. 210 3337000):
The Draft Merger Agreement, including a proposed amendment to clause 1.6, is also made available to the shareholders of Eurobank Ergasias Services and Holdings S.A..
The item on the agenda of the Extraordinary General Meeting is analyzed in section 2. «SUMMARY OF ITEMS ON THE AGENDA».
In accordance with Law 4548/2018 "Reform of the legislation of Sociétés Anonymes", as in force, and the Articles of Association of the Company, the Board of Directors by its decision dated 22 October 2025 invites the shareholders of Eurobank Ergasias Services and Holdings S.A. to participate in a hybrid manner, namely, with the physical presence of Shareholders in the Conference Hall of Nea Ionia, at 8 Iolkou Street, Building Η, Nea Ionia, GR 14234, and with the participation of Shareholders remotely, in real time, via teleconference, in the Extraordinary General Meeting, on Wednesday, 3 December 2025, at 10:00 a.m., in order to discuss and decide on the following item of the agenda. The persons falling under pars. 1 and 2 of article 127 of law 4548/20218 may also be present in the Extraordinary General Meeting in the same manner.
Approval of the Merger of "Eurobank S.A." with "Eurobank Ergasias Services and Holdings S.A." by absorption of 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, the Draft Merger Agreement and the other documents relating to the Merger. Appointment of representatives for the execution of the notarial deed of merger and granting of authorizations to carry out all actions necessary for the completion of the Merger.
Should the quorum required by law not be achieved, the Extraordinary General Meeting of the Shareholders of the Company will take place in Repeat Meeting on Thursday, December 11, 2025, at 10:00 a.m., also in a hybrid manner, namely, with the physical presence of Shareholders in the Conference Hall of Nea Ionia, at 8 Iolkou Street, Building Η, Nea Ionia, GR 14234, and with the participation of Shareholders remotely, via teleconference, in real time, without the publication of a further invitation. In the same manner, the persons falling under pars. 1 and 2 of article 127 of law 4548/20218 may also be present in the Repetitive Extraordinary General Meeting.
The Extraordinary General Meeting and any Repetitive Meeting will take place in a hybrid manner, namely, with the physical presence of Shareholders in the conference hall of Nea Ionia, at 8 Iolkou Street, Building Η, Nea Ionia, GR 14234, and with the participation of Shareholders remotely, via teleconference, in real time, under the conditions of the legislation in force and the specific provisions in the present invitation.
In addition, in accordance with the provisions in the Articles of Association of the Company, shareholders are provided with the option to participate remotely by mail vote in the vote on the item of the Extraordinary General Meeting and any Repetitive Meeting, that will take place before the General Meeting, under the conditions of the legislation in force and the specific provisions in the present invitation.
Pursuant to articles 121 par. 4, 124 par. 6, 125, 126 and 128 of Law 4548/2018, the Company informs the shareholders on the following:
In the Extraordinary General Meeting of 3 December 2025 is only entitled to participate and vote any person who has the status of shareholder at the start of the fifth (5th) day before the meeting date of the Extraordinary General Meeting, i.e. at the beginning of November 28,2025 ("Record Date").
The Record Date of 28 November 2025 is also the record date for the Repetitive General Meeting.
For the Company, shareholder who is entitled to participate in the General Meeting and exercise the right to vote is considered any person who is registered on the Record Date in the Dematerialized Securities System (DSS) of the company "Hellenic Central Securities Depository S.A." (ATHEXCSD) or any person identified as such based on the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2018, Law 4706/2020 and Regulation (EU) 2018/1212) and the Rulebook of Operation of the Hellenic Central Securities Depository.
The shareholder capacity is verified by any legal means and in any case based on information the Company receives by ATHEXCSD via a direct electronic linkup of the Company with the records of DSS or through the abovementioned intermediaries in accordance with the abovementioned provisions. A shareholder may participate in the General Meeting on the basis of confirmations or notifications of articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary unless the General Meeting refuses this participation for a good reason that justifies its refusal in accordance with the provisions in force (article 19 par. 1 of Law 4569/2018, article 124 par. 5 of Law 4548/2018).
Exercising the rights of participation and vote does not require either the blocking of the shares of the beneficiary or any other similar procedure which limits the ability to sell and transfer these shares during the period between the Record Date and the date of the General Meeting. Each share is entitled to one vote.
In order for shareholders to participate and vote at the Extraordinary General Meeting on 3 December 2025 or at any Repetitive Meetings which will take place remotely, in real time by teleconference, without their physical presence according to article 125 of law 4548/2018, they or their proxies must create and use an electronic shareholder account at the internet platform that has been developed by the Hellenic Exchanges – Athens Stock Exchange Group to provide remote General Meeting services, in real time, by teleconference to listed companies on the website https://axia.athexgroup.gr/en/home.
The internet platform is provided by the company "Hellenic Central Securities Depository S.A." (ATHEXCSD), while for the teleconference are used the ΖΟΟΜ meeting services of the company Zoom Video Communications Inc.
In order to access the internet platform, a personal computer, a smartphone or a tablet with an installed browser and internet access is required.
In order for a shareholder or his/her proxy to create an account in the internet platform above, a valid electronic mail (email) account and a mobile telephone number are required by the shareholder or his/her proxy.
If, on accessing the internet platform, the above information entered by the shareholder does not match the information registered in the Dematerialized Securities System (DSS) and has been provided to the Company by the "Hellenic Central Securities Depository S.A." (ATHEXCSD ) or through intermediaries, as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies in accordance with Part 3 of Decision No 8 of the "Hellenic Central Securities Depository S.A." "Technical terms and procedures for the provision of the Registry, Corporate and Other Related Actions Service", as well as with the document "Terms and Conditions for the remote General Meeting of Shareholders", shareholders must provide and/ or update the information above, in order to create the account.
For this purpose, shareholders are requested to contact without delay the Participant of the Securities Account in the DSS or any other intermediary that provides them with custody services for the shares of the Company, as the case may be, in order to notify and/ or update their valid email address and mobile telephone number for their identification.
Further instructions to participate at the General Meeting by teleconference will be posted on the website of the Company and will be sent via email to shareholders that have completed the above procedure and are eligible to participate at the Extraordinary General Meeting or any Repetitive meetings.
For any questions and for instructions, shareholders may contact the Company's Investor Information Services Division by email at [email protected] or by telephone at +30 2144046400 (daily between 09.30 and 17.00).
Furthermore, from the publication of the Invitation and until the end of the General Meeting, information and support will be provided to shareholders and their representatives on matters relating to the conduct of the General Meeting via the platform ΑΧΙΑ e-SM (e.g. sign in, voting, etc.) at (+30) 210 3366426 or by e-mail to [email protected].
Shareholders that participate at the Extraordinary General Meeting by teleconference in real time are taken into consideration for the formation of the quorum and majority and will be able to exercise their rights effectively during the General Meeting.
On the date of the General Meeting, in order to participate in the proceedings, shareholders must log in on time through the Internet Platform, at least fifteen minutes (15') before the start time of the General Meeting announced in the Invitation and state the number of voting rights with which they will participate in the General Meeting and vote and, whether they wish to amend it (to a smaller amount).
Shareholders that will have been successfully connected to the internet platform will be able to participate in the Extraordinary General Meeting by teleconference in real time via a link that will be sent to them by email.
By activating the teleconference application ΖΟΟΜ through the link at the start of the Extraordinary General Meeting, shareholders will be able to:
while at the same time through the internet platform, they will be able to:
Ι. In addition, shareholders have the option to participate remotely, in person or by proxy, at the vote on the items of the agenda of the General Meeting that will take place before the General Meeting, under the conditions of article 126 of Law 4548/2018 and according to the following.
More specifically, shareholders that wish to participate and vote remotely on the items of the General Meeting that will take place before the General Meeting can make use of the following options:
or by sending it digitally signed by using a recognized digital signature (qualified certificate) by the shareholder, the representative or the proxy, via email at [email protected], at least twenty-four (24) hours before the date of the General Meeting (i.e. until 10.00 a.m. on 02.12.2025 at the latest),
c) or by participating based on confirmations or notifications provided by intermediaries under articles 5 and 6 of Regulation (EU) 2018/1212.
Shareholders that vote as above before the General Meeting are counted to form the quorum and majority, provided that the votes in question have been received by the Company by 10.00 a.m. on 02.12.2025 at the latest.
ΙΙ. It is noted that shareholders that wish to appoint proxies to participate at the remote vote on the items of the General Meeting which will take place before the General Meeting can appoint up to one (1) proxy; the appointment must be made at the latest forty-eight (48) hours before the date of the General Meeting (i.e. by 10.00 a.m. on 01.12.2025 at the latest), as specifically described below in E. II.
After that date, it will not be possible to participate by proxy in the vote that will take place before the Extraordinary General Meeting.
ΙΙΙ. If the quorum, as required by the law in order to decide the whole or part of the original agenda, is not obtained during the meeting of 3 December 2025, at the Repetitive General Meeting which will take place on Thursday, 11 December 2025 at 10.00 a.m., the right to vote remotely by mail vote must be exercised again by a vote that will take place before the Repetitive General Meeting, in the following ways:
Shareholders that vote as above before the Repetitive General Meeting are counted for the formation of the quorum and majority, provided that the votes in question are received by the Company by 10.00 a.m. on 10.12.2025 at the latest.
ΙV. For the potential Repetitive General Meeting of December 11th, 2025, shareholders that had not appointed a proxy for the initial General Meeting, or shareholders that wish to replace the proxy that had been appointed, in order to participate at the remote vote that will take place before the General Meeting, can appoint up to one (1) proxy, at least forty-eight (48) hours before the date of the Repetitive General Meeting (i.e. by 10.00 a.m. on 09.12.2025 at the latest), as specifically mentioned below in E. II.
After that date, it will not be possible to participate by proxy at the vote that will take place before the Repetitive General Meeting.
For any questions and for instructions, shareholders may contact the Investor Information Services Division of the Company by email at [email protected] or by telephone at +30 2144046400 (daily between 09.30 and 17.00).
In addition, shareholders are requested to confirm that the "Mail Vote Document" is successfully sent to and received by the Company and, to this end, they can call the Investor Information Services Division of the Company at +30 2144046400.
For shareholders who wish to participate in person or by proxy, with physical presence, in the voting on the agenda items of the General Meeting (or any Iterative Meeting) in the Conference Hall of Nea Ionia, at 8 Iolkou Street, Building Η, Nea Ionia, GR 14234, the use of identity card or passport is necessary.
Ι. Shareholders may participate in the Extraordinary General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. In cases where a shareholder owns shares of the Company that are held in more than one investor securities account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each account. A proxy appointment can be freely recalled. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.
A shareholder may appoint a proxy for one or more General Meetings and for a specific time period. The proxy shall vote according to the shareholder's instructions, if any. Non-compliance with the instructions received by the shareholder shall not affect the validity of the resolutions of the General Meeting, even if the proxy's vote was the decisive one for the achievement of a majority. The shareholder's proxy shall archive the voting instructions for at least one (1) year, starting from the date of the General Meeting or, in case of postponement, from the date of the last Iterative Meeting in which the proxy right was exercised.
The shareholder proxy is obliged to notify the Company, before the start of the General Meeting, about any specific event, which may be useful to shareholders in order to assess the risk that the proxy may serve other interests besides the interests of the shareholder.
A conflict of interest may arise particularly when the representative is:
The appointment and revocation or replacement of the proxy or representative takes place in writing or by electronic means that are submitted to the Company at least forty-eight (48) hours before the appointed date of the General Meeting. Notification of the appointment and revocation or replacement of the proxy by electronic means is made by electronic mail at the email address on the Invitation to the General Meeting or, in case of shareholders that are identified through intermediaries, through confirmations or notifications of articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries.
ΙΙ. Specifically for shareholder participation by proxy at the Extraordinary General Meeting of 3 December 2025 or any Repetitive Meetings, remotely in real time by teleconference, or for shareholder participation by proxy in the vote on the items of the General Meeting that will take place before the General Meeting, shareholders or Participants in the Securities Accounts in the DSS or other intermediary that provides custody services for the shares of the Company, can appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours before the date of the Extraordinary General Meeting (i.e. by 10.00 a.m. on 01.12.2025 at the latest).
For the potential Repetitive General Meeting of 11 December 2025, shareholders that had not appointed a proxy for the initial General Meeting, or shareholders that wish to replace the proxy that had been appointed, they can appoint up to one (1) proxy, at least forty-eight (48) hours before the date of the Repetitive General Meeting (i.e. by 10.00 a.m. on 09.12.2025 at the latest).
Upon receipt of the information above by the Company and based on the email address and mobile telephone of the proxy, as declared in the proxy document, the Company creates an account for the proxy on the electronic platform; the proxy is informed by email in order to activate the account in order to exercise the rights of the shareholder in accordance with what is referred to in B., C. and D. above.
The Company has made available documents:
These documents are available to shareholders in hard copy either at the Investor Information Services Division of the Company at: Panagouli & Siniosoglou Streets, Building E, GR 14234 N. Ionia, tel.+30 2144046400) or at the Company's offices at 8 Othons str., 105 57 Athens, and in electronic form on the website of the Company (https://www.eurobankholdings.gr/en/investor-relations/shareholders/information-about-the-general-meetings/).
The appropriate document must be filled-in, signed with the authenticity of the signature verified, and submitted to the Investor Information Services Division of the Company at: Panagouli & Siniosoglou Streets, Building E, GR 14234 N. Ionia,
or be sent digitally signed by using a recognized digital signature (qualified certificate) by the representative or the shareholder by e-mail at [email protected] at least forty-eight (48) hours before the date of the General Meeting.
In addition, shareholders are requested to confirm that the proxy document is successfully sent to and received by the Company, and, to this end, they can call the Investor Information Services Division of the Company at +30 2144046400.
Detailed information regarding minority shareholders' rights and the specific conditions to exercise these rights, are available on the website of the Company (www.eurobankholdings.gr).
The documents to be submitted to the Extraordinary General Meeting, the present Invitation, the total number of existing shares and voting rights, the documents for voting by proxy and mail vote as well as the draft resolutions/comments of the Board of Directors on the item of the Agenda shall be made available in electronic form on the website of the Company (www.eurobankholdings.gr) and in hardcopy form either at the Company's Investor Information Services Division at: Panagouli & Siniosoglou Streets, Building E, GR 14234 N. Ionia (tel. +30 2144046400) either at the Company's offices, 8, Othonos Str., 105 57 Athens, where shareholders can obtain copies.
Athens, 22 October 2025
THE BOARD OF DIRECTORS
| ITEM ON AGENDA | FOR | AGAINST | ABSTAIN |
|---|---|---|---|
| Approval of the Merger of "Eurobank S.A." with "Eurobank Ergasias Services and Holdings S.A." by absorption of 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, the Draft Merger Agreement and the other documents relating to the Merger. Appointment of representatives for the execution of the notarial deed of merger and granting of authorizations to carry out all actions necessary for the completion of the Merger. |
□ | □ | □ |
ΝΟΤΕ: THE INSTRUCTIONS FOR THE VOTING PROCESS THROUGH ELECTRONIC MEANS, WILL BE GIVEN DURING THE MEETING
Identity card number/Company's Register Num.
Name / Company Name Address / Registered Office
DSS Investor Share No
For voting remotely before the Extraordinary General Meeting of Shareholders of "Eurobank Ergasias Services and Holdings S.A." (the "Company") of 3 December 2025
I the undersigned shareholder / legal representative of shareholder / proxy holder of shareholder of the Company:
| DSS Securities Account | |||
|---|---|---|---|
| Number of shares | |||
| (if no number of shares is filled-in, the proxy will be valid for | |||
| the total number of shares registered in the Investor Account | |||
| on the Record Date, as this is stated in the Invitation of the | |||
| GM) | |||
| Name of the legal entity's representative who signs the form | |||
| (completed by legal entities only) | |||
| Mobile Phone Number | |||
| With the present document I am notifying you of | |||
| (please mark with √ your choices) | |||
| □ my vote | |||
| □ the vote of the shareholder that I represent or I am a proxy holder of | |||
| on the item of the Extraordinary General Meeting of Shareholders of the Company of Wednesday 3 December 2025 at 10.00, as follows: | |||
| ITEM ON AGENDA | FOR | AGAINST | ABSTAIN |
| Approval of the Merger of "Eurobank S.A." with "Eurobank | □ | □ | □ |
| Ergasias Services and Holdings S.A." by absorption of 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, | |||
| the Draft Merger Agreement and the other documents relating | |||
| to the Merger. Appointment of representatives for the | |||
| execution of the notarial deed of merger and granting of | |||
| authorizations to carry out all actions necessary for the | |||
| completion of the Merger. | |||
| Place and date: | |||
| (name/surname) | (signature) | ||
| (signature verification) | |||
| Instructions: | |||
| 1. The present document, filled-in and signed, with the signature authenticity verified, is submitted to the Company's Investor Information Services | |||
| Division at: Panagouli & Siniosoglou Streets, Building E, GR 142 34 N. Ionia or is sent digitally, signed by using a recognized digital signature (qualified certificate), by the shareholder, the |
representative or the proxy |
holder via at |
the address |
| [email protected], at least twenty-four (24) hours before the date of the General Meeting (i.e. by 10.00 a.m. on 02.12.2025 at | |||
| the latest). | |||
| 2. If the present mail vote is transmitted by a proxy holder, the appointment of the proxy holder must be made at least forty-eight (48) hours | |||
| before the date of the General Meeting, i.e. by 10.00 a.m. on 01.12.2025 at the latest. Following that date, it will not be possible to participate by | |||
| proxy at the vote that will take place before the General Meeting. | |||
| OF 3 DECEMBER 2025 | |
|---|---|
| The undersigned Shareholder/ legal representative of Shareholder of Eurobank Ergasias Services and Holdings S.A. | |
| Name / Company Name | |
| Address / Registered Office | |
| Identity card number/Company's Register Num. | |
| Mobile Phone Number | |
| DSS Investor Share No | |
| DSS Securities Account | |
| Number of shares (if no number of shares is filled-in, the proxy will be valid for the total number of shares registered in the Investor Account on the record date) as this is stated in the Invitation of the GM). Name of the legal entity's representative who signs the form (completed by legal entities only) |
|
| hereby authorize, empower and direct 1, 2, 3 | |
| [Please note that you can appoint, as follows, one (1) proxy holder.] | |
| □ 1. Mr. G. Zanias | □ 2. Mr. F. Karavias |
| □ 3. Mr. S. Ioannou | □ 4. Mr. K. Vassiliou |
| □ 5. Ms. K. Kallimani | |
| Note: The above are directors and officers of the Company. In case your proxy is any of the above and no specific written voting instructions are given (i.e. by marking the appropriate box «For»/ «Against»), the proxy will have to abstain. |
|
| or alternatively: | |
| 6 | |
| Mobile Phone Number Note: In case your proxy is the abovementioned under (6) and no specific voting instructions are provided, your proxy will vote as s/he thinks fit. In case your proxy be a member of the BoD or an employee of the Company and no specific written voting instructions are given (i.e. by marking the appropriate box «For»/ «Against»), the proxy will have to abstain. Note: Please fill in the mobile phone number and email of your hereinabove (under 6) proxy, in order to enable him/her to vote remotely by teleconference in the Extraordinary General Meeting of Shareholders of the Company. If not provided, participation in the Extraordinary General Meeting will not be possible. In case your proxy is one of 1-5 mentioned above, there is no need to fill in any email and mobile phone number. |
|
| to represent me / the Legal Entity4 at the Extraordinary General Meeting of the Shareholders of the Company to be held on Wednesday, 3 December at 10:00 a.m, remotely in real time via teleconference, or any adjournment thereof and to vote in my name and on my behalf / in the name and on behalf of the Legal Entity5, for all / voting rights owned by me / the Legal Entity6 on the Record Date, taking any and |
all necessary actions as follows7:
1 Please select one (1) proxy by marking the appropriate box 1-5 with a √ or add your proxy under 6. If more are selected, the first one will be deemed to have been appointed.
2 The proxy could be either a natural person or a legal entity.
3 Relevant information on voting by proxy is included in the Invitation of the Extraordinary General Meeting. 4 Delete as appropriate.
5 Delete as appropriate.
6 Delete as appropriate.
7 Please mark the appropriate box with a √.
| ITEM ON AGENDA | FOR | AGAINST | ABSTAIN |
|---|---|---|---|
| Approval of the Merger of "Eurobank S.A." with "Eurobank Ergasias Services and Holdings S.A." by absorption of 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, the Draft Merger Agreement and the other documents relating to the Merger. Appointment of representatives for the execution of the notarial deed of merger and granting of authorizations to carry out all actions necessary for the completion of the Merger. |
□ | □ | □ |
| Place and date: | ||
|---|---|---|
(name/surname) |
(signature) |
|
| (signature verification) |
The present document, filled-in and signed, with the signature authenticity verified, is submitted to the Company's Investor Information Services Division at: Panagouli & Siniosoglou Streets, Building E, GR 142 34 N. Ionia or is sent digitally, signed by using a recognized digital signature (qualified certificate), by the shareholder or the representative via e-mail at the e-mail address [email protected], at least forty eight (48) hours before the date of the Extraordinary General Meeting.
The undersigned Shareholder/ legal representative of Shareholder of Eurobank Ergasias Services and Holdings S.A.
| ITEM ON AGENDA | FOR | AGAINST | ABSTAIN |
|---|---|---|---|
| to represent me / the Legal Entity4 at the Extraordinary General Meeting of the Shareholders of the Company to be held on Wednesday, 3 December at 10:00 a.m, or any adjournment thereof and to vote in my name and on my behalf / in the name and on behalf of the Legal Entity5, for all / voting rights owned by me / the Legal Entity6 on the Record Date, taking any and all necessary actions as follows7: |
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| 6 Mobile Phone Number Note: In case your proxy is the abovementioned under (6) and no specific voting instructions are provided, your proxy will vote as s/he thinks fit. In case your proxy be a member of the BoD or an employee of the Company and no specific written voting instructions are given (i.e. by marking the appropriate box «For»/ «Against»), the proxy will have to abstain. |
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| or alternatively: | |||
| Note: The above are directors and officers of the Company. In case your proxy is any of the above and no specific written voting instructions are given (i.e. by marking the appropriate box «For»/ «Against»), the proxy will have to abstain. |
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| □ 5. Ms. K. Kallimani | |||
| □ 1. Mr. G. Zanias □ 3. Mr. S. Ioannou |
□ 2. Mr. F. Karavias □ 4. Mr. K. Vassiliou |
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| hereby authorize, empower and direct 1, 2, 3 [Please note that you can appoint, as follows, one (1) proxy holder.] |
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| by legal entities only) | |||
| Name of the legal entity's representative who signs the form (completed | |||
| Number of shares (if no number of shares is filled-in, the proxy will be valid for the total number of shares registered in the Investor Account on the record date) as this is stated in the Invitation of the GM). |
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| DSS Securities Account | |||
| DSS Investor Share No | |||
| Mobile Phone Number |
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| Identity card number/Company's Register Num. | |||
| Address / Registered Office | |||
| Name / Company Name |
ITEM ON AGENDA FOR AGAINST ABSTAIN
1 Please select one (1) proxy by marking the appropriate box 1-5 with a √ or add your proxy under 6. If more are selected, the first one will be deemed to have been appointed.
2 The proxy could be either a natural person or a legal entity.
3 Relevant information on voting by proxy is included in the Invitation of the Extraordinary General Meeting. 4 Delete as appropriate.
5 Delete as appropriate.
6 Delete as appropriate.
7 Please mark the appropriate box with a √.
| Approval of the Merger of "Eurobank S.A." with "Eurobank Ergasias Services and Holdings S.A." by absorption of 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, the Draft Merger Agreement and the other documents relating to the Merger. Appointment of representatives for the execution of the notarial deed of merger and granting of authorizations to carry out all actions necessary for the completion of the Merger. |
□ | □ | □ |
|---|---|---|---|
| Place and date: | |||
(name/surname) |
(signature) |
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| (signature verification) |
The present document, filled-in and signed, with the signature authenticity verified, is submitted to the Company's Investor Information Services Division at: Panagouli & Siniosoglou Streets, Building E, GR 142 34 N. Ionia or is sent digitally, signed by using a recognized digital signature (qualified certificate), by the shareholder or the representative via e-mail at the e-mail address [email protected], at least forty eight (48) hours before the date of the Extraordinary General Meeting.
| OF THE SHAREHOLDERS OF EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A. OF 3 DECEMBER 2025 | |
|---|---|
| The undersigned Shareholder/ legal representative of Shareholder of Eurobank Ergasias Services and Holdings S.A. | |
| Name / Company Name | |
| Address / Registered Office | |
| Identity card number/Company's Register Num. | |
| Mobile Phone Number | |
| DSS Investor Share No | |
| DSS Securities Account | |
| Number of shares (if no number of shares is filled-in, the proxy will be valid for the total number of shares registered in the Investor Account on the record date) as this is stated in the Invitation of the GM. |
|
| Name of the legal entity's representative who signs the form (completed by legal entities only) |
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| hereby authorize, empower and direct 1, 2, 3 [Please note that you can appoint, as follows, one (1) proxy holder.] |
|
| □ 1. Mr. G. Zanias | □ 2. Mr. F. Karavias |
| □ 3. Mr. S. Ioannou | □ 4. Mr. K. Vassiliou |
| □ 5. Ms. K. Kallimani | |
| Note: The above are directors and officers of the Company. In case your proxy is any of the above and no specific written voting instructions are given (i.e. by marking the appropriate box «For»/ «Against»), the proxy will have to abstain. |
|
| or alternatively: | |
| 6 Mobile Phone Number Note: In case your proxy is the abovementioned under (6) and no specific voting instructions are provided, your proxy will vote as s/he thinks fit. In case your proxy be a member of the BoD or an employee of the Company and no specific written voting instructions are given (i.e. by marking the appropriate box «For»/ «Against»), the proxy will have to abstain. Note: Please fill in the mobile phone number and email of your hereinabove (under 6) proxy, in order to enable him/her to vote in the Extraordinary General Meeting of Shareholders of the Company at least twenty-four (24) hours before the date of the General Meeting (i.e. by 10.00 a.m. on 02.12.2025 at the latest). If not provided, participation in the voting on the Items of the Agenda of the Extraordinary General Meeting will not be possible. In case your proxy is one of 1-6 mentioned above, there is no need to fill in any mobile phone number and email. |
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| to represent me / the Legal Entity4 at the Extraordinary General Meeting of the Shareholders of the Company to be held on Wednesday, 3 December 2025 at 10:00 a.m, via teleconference, or any adjournment thereof, and to vote in my name and on my behalf / in the name and on |
behalf of the Legal Entity5, at least twenty-four (24) hours before the date of the ExtraordinaryGeneral Meeting (i.e. by 10.00 a.m. on 02.12.2025 at the latest), for all / …………………….. voting rights owned by me / the Legal Entity6 on the Record Date, taking any and all necessary actions as follows7:
1 Please select one (1) proxy by marking the appropriate box 1-5 with a √ or add your proxy under 6. If more are selected, the first one will be deemed to have been appointed.
2 The proxy could be either a natural person or a legal entity.
3 Relevant information on voting by proxy is included in the Invitation of the Extraordinary General Meeting. 4 Delete as appropriate.
5 Delete as appropriate.
6 Delete as appropriate.
7 Please mark the appropriate box with a √.
| ITEM ON AGENDA | FOR | AGAINST | ABSTAIN |
|---|---|---|---|
| Approval of the Merger of "Eurobank S.A." with "Eurobank Ergasias Services and Holdings S.A." by absorption of 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, the Draft Merger Agreement and the other documents relating to the Merger. Appointment of representatives for the execution of the notarial deed of merger and granting of authorizations to carry out all actions necessary for the completion of the Merger. |
□ | □ | □ |
| Place and date: | ||
|---|---|---|
(name/surname) |
(signature) |
|
| (signature verification) |
The present document, filled-in and signed, with the signature authenticity verified, is submitted to the Company's Investor Information Services Division at: Panagouli & Siniosoglou Streets, Building E, GR 142 34 N. Ionia or is sent digitally, signed by using a recognized digital signature (qualified certificate), by the shareholder or the representative via e-mail at the e-mail address [email protected], at least forty eight (48) hours before the date of the Extraordinary General Meeting.
As at 22 October 2025, the total number of Eurobank Ergasias Services and Holdings S.A. shares amounts to 3,685,739,195 listed, electronic, ordinary registered shares, of which fifty-four million, two hundred and twenty-eight thousand, three hundred and ninety-four (54,228,394) voting rights are incorporated in Company's own shares.
Given that, according to article 50 par. 1 of Law 4548/2018, the rights of attendance and voting at the General Meeting corresponding to the Company's own shares are suspended and that these shares are not taken into account for the formation of a quorum, the Company's total number of shares and voting rights on October 22, 2025 amounts to three billion, six hundred and thirty-one million, five hundred and ten thousand, eight hundred one (3,631,510,801).
(f) At the request of shareholders, representing 1/10 of the paid up capital, that is filed with the company at least 5 full days before the General Assembly, the BoD is obliged to provide to the General Assembly information on the course of corporate affairs and the assets of the company. The Board of Directors may refuse to provide the information for substantive reasons, as recorded in the minutes. Such a reason may be, in the circumstances, the representation of the requesting shareholders in the BoD, in accordance with Articles 79 or 80 of Law 4548/2018. In the cases of this paragraph the Board of Directors can respond once to shareholders with the same content. Any doubts as to whether or not the reasoning for refusal by the Board of Directors is valid, provision of information is settled by the court by a decision given in the interim proceedings. By the same decision the court also obliges the company to provide the information that it refused. The decision is not challenged by legal remedies.
In the above mentioned cases, the requesting shareholders must prove their shareholding status and the number of shares they hold in the exercise of the relevant right. Proof of shareholding may be provided by any legal instrument and, in all cases, on the basis of information received by the company from the central securities depository.
The Extraordinary General Meeting of Shareholders of the company "Eurobank Ergasias Services and Holdings S.A." (the Company) will convene on Wednesday, 3 December 2025, at 10.00 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, or in a potential Repeat Meeting on Thursday, 11 December 2025, at 10.00 a.m., also ιn 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, without the publication of a further invitation.
Participation by Shareholders at the General Meeting remotely, in real time, via teleconference is subject to the present terms and conditions for the remote General Meeting (the "Terms for the remote General Meeting").
Capitalized terms used have the meaning as defined in the Appendix to the present.
By activating the teleconference application (ZOOM) via the link at the start of the General Meeting, Shareholders will be able to:
while at the same time, through the Internet Platform they will be able to:
d) receive information on the recording of their vote
1.7. The deadlines, during which the rights of Shareholders can be exercised are included in detail in the Invitation to the General Meeting and in the present Terms for the remote General Meeting.
Furthermore, from the publication of the Invitation and until the end of the General Meeting, there will be provided support at (+30) 210 3366426 or by e-mail to [email protected].
2.5. Shareholders can notify any failure in the technical infrastructure through the help desk referred to in clause 2.4. Any failure or deficiency in the equipment of Shareholders, software, network infrastructure, servers, connection to the Internet or telephone, video or voice equipment, power outage, any kind of mechanical failure during the General Meeting or similar events, including data security instances (which includes any unauthorized use, piracy, denial-ofservice attack, access denial, potential failure, or intrusion that arouses from the theft or illegal interception of a password or a network password or any other attack), which may prevent the remote participation of Shareholders at the General Meeting, will, in any case, be in the sole responsibility of those Shareholders.
Inability by one or more Shareholders to follow the proceedings and participate at the General Meeting or to vote electronically during (any part) of the General Meeting, does not affect the validity of the General Meeting, or any work carried out therein.
2.6. In the event that during the General Meeting the Chairman of the General Meeting becomes aware of any failure in the technological infrastructure that may have occurred during the General Meeting and which materially impacts the proceedings of the General Meeting, the Chairman of the General Meeting informs Shareholders that are participating at the General Meeting.
The Chairman of the General Meeting may decide, at her absolute discretion, taking into consideration the possible impact in the decision making process at the General Meeting, whether the General Meeting should be postponed or adjourned due to this failure, or to proceed with the proceedings even though some Shareholders may not have the ability to participate and/ or vote and/or follow the General Meeting.
In the event that, at the discretion of the Chairman, the Internet Platform or the teleconference application no longer allows all (or some) Shareholders to follow the proceedings of the General Meeting, to vote electronically during (any part) of the General Meeting and to submit questions, then the Chairman may, at her absolute discretion, continue, adjourn, postpone the General Meeting, change the order of discussion and / or decision on the items of the General Meeting or to proceed with the General Meeting without the ability for some or all of the Shareholders that participate remotely at the General Meeting through the Internet Platform and the teleconference application to follow the proceedings of the Meeting and/ or to vote electronically during (any part) of the General Meeting. The Chairman of the Meeting notifies this decision, to the extent possible, to Shareholders present at the General Meeting.
2.7. If the Chairman of the General Meeting decides to suspend or postpone the General Meeting, as mentioned in clause 2.6, then the whole process that has taken place up to the point of suspension or postponement and any decisions taken on the items of the daily agenda will be valid.
3.7. Shareholders who have complied with the formalities above and have connected on time through the Internet Platform before the start of the General Meeting:
(i) are considered to be present in person at the General Meeting;
In all other cases, Shareholders will only be able to follow the live stream of the General Meeting through teleconference.
3.10. Shareholders will be able to vote electronically from the time when the Chairman of the General Meeting announces the start of voting on the items of the daily agenda, following the completion of the proposals and discussion on the items of the daily agenda, and up until the point when the Chairperson of the General Meeting announces the end of voting.
The Chairman of the General Meeting may, at her absolute discretion, decide that voting can take place from the start of the General Meeting up until the time when she announces the end of voting.
3.11 For Shareholders that participate in the voting on the items of the General Meeting that takes place before the General Meeting (mail vote), voting on the items of the daily agenda will be possible exclusively and only for the time period indicated in the Invitation to the General Meeting.
Following that time point, it will not be possible for Shareholders to participate in the voting on the items of the daily agenda that takes place before the General Meeting by mail vote.
On entering the Internet Platform, Shareholders will declare the number of voting rights with which they wish to participate at the General Meeting and vote, and, if they wish, they can amend that number (to a lower one).
Shareholders that vote on time as above can follow the live feed of the General Meeting by teleconference.
Shareholders above may, if they wish, participate in person at the General Meeting under clauses 1.1 to 1.5 and 3.1 to 3.9 of the present.
The results of the vote on the items of the General Meeting will be published on the website of the Company, in accordance with the law.
For any questions concerning these Terms for the remote General Meeting, you may contact the Investor Information Services Division of the Company by email at [email protected] or by telephone at +30 2144046400 (daily between 09.30 – 17.00).
For any information regarding support to Shareholders and their representatives, you may contact by email at [email protected] or by telephone at +30 210 3366426.
Company refers to the company «Eurobank Ergasias Services and Holdings S.A.».
General Meeting refers to the General Meeting of Shareholders of «Eurobank Ergasias Services and Holdings S.A.» dated 3 December 2025, which will take place with the physical presence of Shareholders at the venue, and with the participation of Shareholders remotely, in real time, via teleconference, under the conditions of articles 124, 125 and 126 of Law 4548/2018.
Internet Platform refers to the internet platformhttps://axia.athexgroup.gr/en/home that has been developed by the Hellenic Exchanges – Athens Stock Exchange Group and is available by the "Hellenic Central Securities Depository" for the provision of General Meeting services to issuing companies that take place remotely, in real-time by teleconference.
Teleconference application / teleconference refers to the ZOOM Meeting services that are provided by Zoom Video Communications Inc., through which teleconference is provided.
Mail vote refers to the participation remote participation of Shareholders in the vote on the items of the General Meeting that will take place before the General Meeting.
Shareholder of the Company is the one that is registered on the start of the fifth (5th) day before the date of the General Meeting ("Record date"), i.e. on November, 28th 2025, in the Dematerialized Securities System (DSS) of the company "HELLENIC CENTRAL SECURITIES DEPOSITORY (ATHEXCSD)" or the one identified as such based on the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2019, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Rulebook of Operation of the Hellenic Central Securities Depository.
Proof of shareholding status may be evidenced by any legal means and in any case based on information received by the Company electronically by ATHEXCSD, if the latter provides registration services, the participating and registered intermediaries in the central securities depository in any other case. A shareholder may participate in the General Meeting, based on the confirmations or notices of Articles 5 and 6 of Regulation (EU) 2018/1212, provided by the intermediary, unless the General Meeting refuses such participation for a material cause, which justifies its refusal, in compliance with the relevant statutory provisions (Article 19 (1), Law 4569/2018 and Article 124, Law 4548/2018).
Terms for the remote General Meeting refers to the present terms and conditions.
Chairman of the General Meeting refers to the Chairman of the General Meeting that will take place with physical presence of shareholders at the venue and remotely in real-time by teleconference and the use of electronic means.
Third Party Suppliers refers to the companies "Hellenic Central Securities Depository S.A.", headquartered in Athens, and "Zoom Video Communications Inc.", headquartered in San Jose California.
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