Resolutions of the 2024 Annual General Assembly of NBG

National Bank of Greece (‘the Bank’) announces that the Annual General Meeting of its Shareholders was held today, 25 July 2024, at 11:00 a.m., remotely in real-time via teleconference.
The General Meeting convened with a quorum of 80.28% of total common voting shares in respect of Items 1-2, 4-5 and 7-13 of the Agenda, and adopted the following resolutions: 
• Approved, following submission of the Board of Directors’ and the Auditors’ Reports, the Annual Financial Statements of the Bank and the Group for the financial year 2023 (1.1.2023 – 31.12.2023).
• Approved the overall management by the Board of Directors as per Article 108 of Law 4548/2018 and discharged the Auditors of the Bank, with respect to the financial year 2023 (1.1.2023 – 31.12.2023), in accordance with par. 1 case c) of article 117 of Law 4548/2018.
• Elected certified auditors “PriceWaterhouseCoopers (PwC)” to undertake the audit of the Financial Statements of the Bank and the Financial Statements of the Group for the financial year 2024 and determined their remuneration. 
• Approved the revised Board of Directors Suitability Assessment Policy and Procedure as per Article 3 of Law 4706/2020.
• Elected the Bank’s new Board of Directors comprised of thirteen (13) members, out of which nine (9) independent non-executive members, with a term of three (3) years, i.e., until the 2027 Annual General Meeting, as follows:
1. Mr. Gikas Hardouvelis
2. Mr. Pavlos Mylonas
3. Ms. Christina Theofilidi
4. Ms. Aikaterini Beritsi, as independent non-executive member of the Board
5. Ms. Elena Ana Cernat, as independent non-executive member of the Board
6. Mr. Avraam Gounaris, as independent non-executive member of the Board
7. Mr. Matthieu Kiss, as independent non-executive member of the Board
8. Ms. Anne Marion-Bouchacourt, as independent non-executive member of the Board
9. Mr. Claude Piret, as independent non-executive member of the Board
10. Mr. Jayaprakasa (JP) Rangaswami, as independent non-executive member of the Board
11. Mr. Wietze Reehoorn, as independent non-executive member of the Board
12. Mr. Athanasios Zarkalis, as independent non-executive member of the Board
13. Mr. Periklis Drougkas - Hellenic Financial Stability Fund Representative, in accordance with Law 3864/2010, as in force.
According to the legal and regulatory framework, as in force, Board members undergo the fit and proper assessment of the Single Supervisory Mechanism (SSM). Any re-assessment, when required, is carried out in accordance with the provisions of the Bank of Greece Executive Committee Act No 224/21.12.2023.
• Redetermined the type of the Audit Committee, the term of office, the number and the qualities of its members as per Article 44 par. 1 case b) of Law 4449/2017.
• Approved the remuneration of the Board of Directors of the Bank for the financial year 2023 and determined the remuneration of the Chairman of the Board and executive and non-executive members as per Article 109 of Law 4548/2018 through to the AGM of 2025.
• Casted an advisory vote on the fiscal year 2023 Directors’ Remuneration Report, in accordance with Article 112 of Law 4548/2018.
• Approved the partial resolution of taxed reserve formed in accordance with Article 48 of Law 4172/2013, with total amount of €508,368,162.62 and the distribution to shareholders and to eligible personnel of the Bank, as follows:
a) for distribution to the Bank’s shareholders: €332,000,000 (or €0.36 per share),
b) for bonus payment to eligible personnel: up to €20,500,000, where the exact amount per beneficiary, will be paid according to the variable remuneration scheme approved by the Board of Directors, the regulations and the procedures of the Bank, under the coordination of the competent Human Resources Unit.
Defined that the above decisions will be implemented by the competent Bank Units and further granted authorizations to the Board of Directors or/and executive members of the Board of the Bank.
• Amended the program for the purchase of own shares in accordance with article 49 of Law 4548/2018, as in force, to be implemented by the competent Bank Units and granted authorizations to the Board of Directors. It is noted that this resolution is subject to the approval of the Single Supervisory Mechanism.