Optima Bank S.A. — Proxy Solicitation & Information Statement 2026

Apr 7, 2026

Optima bank

INVITATION TO THE

ORDINARY GENERAL MEETING OF SHAREHOLDERS OF
“Optima bank SA”
License No. 52/17.12.99 of the Bank of Greece
GEMI (General Commercial Register) No. 3664201000

Following a decision of the Board of Directors of the banking société anonyme under the name “Optima bank SA” (hereinafter referred to as the “Bank”), adopted at its meeting dated 3 April 2026, the Shareholders of the Bank are invited to the Ordinary General Meeting that will be held on Tuesday, 5th of May 2026, at 11:00 a.m. in Athens, at the “Pacific” hall, on the mezzanine floor of the “N.J.V. Athens Plaza” hotel, located at 2 Vas. Georgiou ‘A’ Avenue, 105 64, Syntagma Square, to decide on the following agenda items:

AGENDA ITEMS

1. Submission and approval of the Annual Financial Report (Bank & Group) in accordance with the International Financial Reporting Standards for fiscal year 01.01.2025 - 31.12.2025, along with the relevant Reports of the Board of Directors and of the Certified Auditors - Accountants.
2. Submission of the Activity Report of the Audit Committee for the year 2025, in accordance with Article 44(1)(i) of Law 4449/2017.
3. Approval of the overall management that took place during the year 01.01.2025 – 31.12.2025, in accordance with Article 108 of Law 4548/2018 and discharge of the Certified Auditors - Accountants for the same year, in accordance with Article 117 of Law 4548/2018.
4. Election of Certified Auditors - Accountants to audit the Financial Statements of fiscal year 2026.
5. Approval of profit allocation and dividend distribution for fiscal year 2025.
6. Submission for deliberation of the Remuneration Report for fiscal year 2025, in accordance with Article 112 of Law 4548/2018.
7. Approval of the remuneration of the Members of the Board of Directors for fiscal year 2025 and determination of the amount of such remuneration through participation in the profits of fiscal year 2026 up until the Ordinary General Meeting for the year 2027, in accordance with the provisions of Article 109 of Law 4548/2018.
8. Submission of a Report by the independent non-executive Members of the Board of Directors in accordance with Article 9, par. 5 of Law 4706/2020.
9. Adoption of a decision to increase the number of Members of the Bank’s current Board of Directors from eleven (11) to twelve (12), by electing and adding one (1) new Member, whose term of office shall commence on 01.07.2026 and expire at the same time as that of the other Members thereof.
10. Amendment of Article 3 regarding the Bank’s purpose and Article 39 (Final Provisions) of the Bank’s Articles of Association.

Optima bank S.A. The Bank is supervised by the Bank of Greece under Operating License No 52/2/17.12.99
GEMI (General Commercial Registry) No: 003664201000 • LEI Code: 2138008NSD1X1XFUK750 • TIN: 099369013, ATHENS TAX OFFICE (DOY) KEFODE ATTICA
32 Aigialeias St. & Paradeisou St., 151 25 Maroussi. Tel. +30 210 81.73.000 • Fax. +30 210 81.73.101
optimabank.gr

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Optima bank

1. Amendment of the terms of the Bank's Share Buyback Program, pursuant to Article 49 of Law 4548/2018 - Granting of authorisations.
2. Free allocation of shares to Members of the Board of Directors and staff, in accordance with the provisions of Article 114 of Law 4548/2018, (Free Share Allotment Plan) - Granting of authorisations.
3. Distribution of part of the profits for the fiscal year 2025, as a one-off extraordinary remuneration (Bonus) for the achievement of objectives to Members of the Board of Directors and Bank staff – Granting of authorisations.
4. Other topics – Miscellaneous.

In case of failure to reach the required quorum for the items on the agenda, the Shareholders of the Bank are invited to an Iterative Ordinary General Meeting, to be held on the 12th of May 2026, Tuesday, at 11:00 a.m. in Athens, at the "Pacific" hall, on the mezzanine floor of the "N.J.V. Athens Plaza" hotel, located at 2 Vas. Georgiou 'A' Avenue, 105 64, Syntagma Square.

Please note that no new invitation for the Iterative Ordinary General Meeting will be published, in accordance with Article 130 par. 2 of Law 4548/2018. The items on the Agenda of the Iterative General Meeting will be as stated above, with the exception of those items on which a decision may be taken.

In accordance with Articles 121, 123, 124 and 128 of Law 4548/2018 and the Bank's Articles of Association, the Bank informs the Shareholders of the following:

A. Right to Participate and Vote in the Ordinary General Meeting

The right to participate and vote in any (initial or iterative) meeting of the Bank's Ordinary General Meeting has any natural or legal person holding a shareholding status at the beginning of the fifth (5th) day before the date of the (initial) meeting of the Ordinary General Meeting, i.e. on the record date, namely on 30 April 2026 (the "Record Date"). The Bank considers as shareholders who are entitled to participate in the General Meeting and exercise the right to vote only those registered on the Record Date in the Dematerialised Securities System (DSS) of the society anonyme "HELLENIC CENTRAL SECURITIES DEPOSITORY SA" (ELKAT) or any person identified as such on the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the law.

The shareholder status may be proved by any legal means and, in any event, on the basis of information received by the Bank from the Central Securities Repository, if the latter provides registry services, or through intermediaries participating and registered in the Central Securities Repository in all other cases.

Please note that the exercise of the above rights (participation and voting) does not require the blocking of the shares or any other similar procedure which limits the possibility to sell or transfer them during the period between the Record Date and the date of the Ordinary General Meeting (or, respectively, the Iterative General Meeting).

Optima bank S.A. The Bank is supervised by the Bank of Greece under Operating License No 52/2/17.12.99

GEMI (General Commercial Registry) No: 003664201000 • LEI Code: 2138008NSD1X1XFUK750 • TIN: 099369013, ATHENS TAX OFFICE (DOY) KEFODE ATTICA

32 Aigialeias St. & Paradeisou St., 151 25 Maroussi. Tel. +30 210 81.73.000 • Fax. +30 210 81.73.101

optimabank.gr

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Optima bank

Each ordinary, voting, dematerialised share of the Bank entitles the holder to one (1) vote at the General Meeting.

B. Procedure for Participating and Voting in the General Meeting

Shareholders may participate and vote at the Ordinary General Meeting of the 5th of May 2026, or any Iterative General Meeting by being physically present at the venue of the Meeting, either in person or by proxy.

Participation and voting by physical presence is carried out in accordance with the provisions of Law 4548/2018 and the Bank's Articles of Association.

Procedure for Participating and Voting by proxy in the General Meeting

Each shareholder may appoint up to three (3) proxies. Legal persons may appoint up to three (3) natural persons as their proxies. However, if the Shareholder holds shares of the Bank which appear in more than one securities account, this restriction shall not prevent the Shareholder from appointing different proxies for the shares appearing in each securities account in relation to the Ordinary General Meeting.

A proxy acting for more than one shareholders may vote differently for each shareholder.

The Shareholder's proxy is obliged to disclose to the Bank, before the start of the General Meeting, any specific fact that may be useful to the shareholders in assessing the risk of the proxy serving interests other than the interests of the Shareholder. For the purposes of this paragraph, a conflict of interest may arise in particular where the proxy:

a) is a controlling shareholder of the Bank or is another legal person or entity controlled by that shareholder;

b) is a Member of the Board of Directors or a member of the general management team of the Bank or of a controlling shareholder of the Bank, or of another legal person or entity which is controlled by a controlling shareholder of the Bank;

c) is an employee or auditor of the Bank or of a shareholder controlling the Bank, or of another legal person or entity controlled by a shareholder controlling the Bank;

d) Is the spouse or first-degree relative of one of the natural persons referred to in cases (a) to (c).

The proxy shall vote in accordance with the Shareholder's instructions, if any, and shall be required to file the voting instructions for at least one (1) year from the date of the Ordinary General Meeting or the Iterative General Meeting at which they exercised the mandate. Any failure of the proxy to comply with the instructions received does not affect the validity of the decisions of the General Meeting, even if the proxy's vote was decisive in reaching the majority, and failure to comply with the instructions does not create liability for the Bank and is a matter of the internal relationship between the shareholder and the proxy.

I. The Bank will make available the relevant - Proxy Appointment Form - for the appointment of a proxy on its website https://www.optimabank.gr/about-us/corporate-governance/general-meetings and in hard copy at the Shareholder Services and Corporate Announcements Department (32 Aigialeias & Paradisou Streets, Postcode 15125 Maroussi, Attica (tel. +30 210 8173 367 & +30 210 8173 454). The above Form for the appointment of a shareholder's proxy or agent must be filled in, signed and

Optima bank S.A. The Bank is supervised by the Bank of Greece under Operating License No 52/2/17.12.99

GEMI (General Commercial Registry) No: 003664201000 • LEI Code: 2138008NSD1X1XFUK750 • TIN: 099369013, ATHENS TAX OFFICE (DOY) KEFODE ATTICA

32 Aigialeias St. & Paradeisou St., 151 25 Maroussi. Tel. +30 210 81.73.000 • Fax. +30 210 81.73.101

optimabank.gr

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Optima bank

submitted to the Bank at least forty-eight (48) hours before the date set for the General Meeting, i.e. by the 3rd of May 2026, 11:00 a.m. at the latest:

• by e-mail to investors@optimabank.gr, or
• by submission or post to the Shareholder Services & Corporate Announcements Department of Optima bank (32 Aigialeias & Paradisou Streets, Postcode 15125 Maroussi Attica, tel. +30 210 8173 367 & +30 210 8173 454).

In the case of shareholders - legal entities, the Bank reserves the right to verify their legalization and representation. In case of non-compliance with the forty-eight-hour deadline, such shareholders shall participate in the General Meeting, unless the General Meeting refuses such participation for a material reason, justifying its refusal.

The proxy holder is requested to confirm the successful dispatch of the proxy appointment form and its receipt by the Bank by calling +30 210 8173 367 & +30 210 8173 454 (Shareholder Services and Corporate Announcements Department) during business days and hours.

The power of attorney is freely revocable and, in the event that more than one proxy appointment forms are sent to the Bank, the last one received within the deadline will be taken into account.

In the event of an Iterative General Meeting, a Shareholder wishing to appoint a proxy for the first time or to appoint a proxy other than the one appointed for the initial General Meeting must follow the same procedure as described in paragraph II above, within the aforementioned time limits, i.e. no later than forty-eight (48) hours before the date of the Iterative General Meeting, i.e. by 10/05/2026 at 11:00 a.m. In the event that a Shareholder wishes to participate only in the Iterative General Meeting, the form should refer to the specific meeting and the instructions should refer only to the items of the Agenda on which no decision was taken during the initial General Meeting.

C. Minority Rights of the Shareholders

1. Upon request by shareholders representing one-twentieth (1/20) of the paid-up capital, the Board of Directors is required to include in the agenda of the already convened General Meeting additional items, provided that the relevant request is received by the Board of Directors at least fifteen (15) days prior to the General Meeting, i.e., by 19/04/2026. Additional items must be published or disclosed, under the responsibility of the Board of Directors, in accordance with Article 122 of Law 4548/2018 at least seven (7) days before the General Meeting. The request for adding new items to the agenda should be accompanied by a statement of reasons or a draft decision for approval at the General Meeting, and the revised agenda with the additional items should be made public in the same way as the previous agenda thirteen (13) days before the date of the General Meeting, i.e. by 21/04/2026, and should be made available to shareholders by having them posted on the Bank's website (www.optimabank.gr), along with the statement of reasons or the draft decision submitted by the shareholders as per Article 123(4) of Law 4548/2018.

If those items are not made public, the requesting shareholders may request that the General Meeting be postponed, in accordance with Article 141(5) of Law 4548/2018, and to proceed to the publication themselves as per the second sentence of this paragraph, at the expense of the Bank.

1. Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft decisions on matters included in the initial, or any revised, General Meeting agenda. The relevant request must be submitted to the Board of Directors at least seven (7) days before the date of the General Meeting, i.e. by 27/04/2026, and the draft decisions should be made available to shareholders

Optima bank S.A. The Bank is supervised by the Bank of Greece under Operating License No 52/2/17.12.99

GEMI (General Commercial Registry) No: 003664201000 • LEI Code: 2138008NSD1X1XFUK750 • TIN: 099369013, ATHENS TAX OFFICE (DOY) KEFODE ATTICA

32 Aigialeias St. & Paradeisou St., 151 25 Maroussi. Tel. +30 210 81.73.000 • Fax. +30 210 81.73.101

optimabank.gr

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Optima bank

as per Article 123(3) of Law 4548/2018 at least six (6) days before the date of the General Meeting, i.e. by 28/04/2026.

The Board of Directors is not required to include items in the agenda or to make public or communicate them along with a statement of reasons and draft decisions submitted by shareholders as per paragraphs 1 and 2 hereof if the contents of those items are manifestly contrary to the law and principles of morality.

1. Upon request of one or more shareholders representing one twentieth (1/20) of the paid-up share capital, the Chairman of the Meeting is obliged to postpone the decision-making process of the General Meeting only once, in respect of all or some items, stipulating that the Meeting should be resumed on the date specified in the shareholders' request, which may not be later than twenty (20) days from the date of postponement. The General Meeting to be held after postponement constitutes a continuation of the previous one, and does not require the repetition of the publication formalities of the shareholders' invitation, and new shareholders may also participate therein subject to the relevant formalities for participation and subject to the provisions of Article 124(6) of Law 4548/2018 (record date).

2. Upon request by shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to announce to the Ordinary General Meeting the amounts paid, in the last two years, to each Member of the Board of Directors or to Bank managers, as well as any benefits granted to those persons due to any reason or on the basis of any contract entered into with them by the Bank. This Shareholder request must be submitted to the Board of Directors of the Bank at least five (5) full days before the General Meeting, i.e. by 29/04/2026. The Board of Directors may give one single response to several shareholder requests with the same content.

3. Upon request by any shareholder submitted to the Bank at least five (5) full days before the General Meeting, i.e. by 29/04/2026, the Board of Directors is obliged to provide the General Meeting with the requested specific information on Bank's affairs insofar as such information relates to the agenda items. The Board of Directors may give one single response to several shareholder requests with the same content. There is no obligation to provide information if the relevant information is already available on the Bank's website (www.optimabank.gr), in particular in the form of questions and answers.

4. Upon request by shareholders representing one tenth (1/10) of the paid-up share capital, submitted to the Bank within the deadline set out in the previous paragraph, i.e. by 29/04/2026, the Board of Directors is obliged to provide the General Meeting with information on the course of corporate affairs and Bank's assets.

In all cases referred to in paragraphs 4 to 6 above, the Board of Directors may refuse to provide the information for sufficient substantive cause, which shall be recorded in the minutes. Such a cause may include, as appropriate, the fact that the applying shareholders are represented in the Board of Directors in accordance with Article 79 or 80 of Law 4548/2018.

In all the above cases, the applying shareholders must prove their shareholder status and, except in the case of paragraph 5 above, the number of shares they hold when exercising the relevant right. Proof of shareholder status may be provided by any legal means and in any case on the basis of information

Optima bank S.A. The Bank is supervised by the Bank of Greece under Operating License No 52/2/17.12.99

GEMI (General Commercial Registry) No: 003664201000 • LEI Code: 2138008NSD1X1XFUK750 • TIN: 099369013, ATHENS TAX OFFICE (DOY) KEFODE ATTICA

32 Aigialeias St. & Paradeisou St., 151 25 Maroussi. Tel. +30 210 81.73.000 • Fax. +30 210 81.73.101

optimabank.gr

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Optima bank

received by the Bank from the Central Securities Depository, if it provides registry services, or through the participants and registered intermediaries in the Central Securities Depository in any other case.

D. Available documents and information

The information set out in paragraphs 3 and 4 of Article 123 of Law 4548/2018, i.e. this Invitation, the total number of currently existing shares of the Bank and voting rights, the form for the appointment of a proxy, the documents to be submitted to the Ordinary General Meeting and the draft decisions/comments of the Board of Directors for each item of the agenda as well as the above information regarding the exercise of the minority rights of the Shareholders referred to in paragraphs 2, 3, 6 and 7 of Article 141 of Law 4548/2018 will be available in electronic form on the Bank's website https://www.optimabank.gr/about-us/corporate-governance/general-meetings > 2026 > Ordinary General Meeting of 05.05.2026 and in hard copy at the Shareholders' Service & Corporate Announcements Department (32 Aigialeias & Paradisou Streets, Postcode 15125 Maroussi Attica, tel. +30 210 8173 367 & +30 210 8173 454).

Maroussi, 3rd of April 2026

For the Board of Directors

George Taniskidis

Chairman of the Board of Directors

This is an unofficial translation in English language of the original document in Greek language, which is intended for information purposes only. In the event of inconsistency or discrepancy between the two documents, the document in Greek language shall prevail.

Optima bank S.A. The Bank is supervised by the Bank of Greece under Operating License No 52/2/17.12.99

GEMI (General Commercial Registry) No: 003664201000 • LEI Code: 2138008NSD1X1XFUK750 • TIN: 099369013, ATHENS TAX OFFICE (DOY) KEFODE ATTICA

32 Aigialeias St. & Paradeisou St., 151 25 Maroussi. Tel. +30 210 81.73.000 • Fax. +30 210 81.73.101

optimabank.gr