National Bank of Greece S.A. (“the Bank”) announces that the Annual General Meeting of its Shareholders was held today, Friday, 30 May 2025, at 11:00 a.m., remotely in real-time via teleconference.
The General Meeting convened with a quorum of 80.42% of total common voting shares in respect of all items 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 2024 (1.1.2024 – 31.12.2024).
• Approved the overall management by the Board of Directors as per Article 108 of Law 4548/2018 and the discharge of the Auditors of the Bank, with respect to the financial year 2024 (1.1.2024 – 31.12.2024), 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 Group and the Bank Annual Financial Statements, including the audit and the assurance of Sustainability Report, for the financial year 2025 and the review of the Semi-annual Financial Statements and determined their remuneration.
• Approved the disposal from the profits of the year 2024 and approved the resolution of reserves for distribution to shareholders and to eligible personnel of the Bank, as follows:
a) for distribution to the Bank’s shareholders: €405,000,000 (gross amount) or €0.44 per share (gross amount),
b) for bonus payment to eligible personnel: up to €25,000,000, 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.
Furthermore, it granted authorizations to the Board of Directors or/and executive members of the Board of the Bank for the implementation of this decision.
The above distribution to shareholders will be carried out in accordance with the applicable legislative and regulatory framework, and the respective approval of the European Central Bank (ECB) dated 28.05.2025.
• Approved a program for the purchase of own shares in accordance with article 49 of Law 4548/2018, as in force, for purposes permitted by the applicable legal and regulatory framework and in particular:
A) Program cost of €174,000,000, to enhance the return of the Bank's shares to its shareholders and to enhance the "Earnings per share" and "Dividend per share", with a subsequent cancellation of the respective acquired own shares, in accordance with the relevant provisions regarding the time frame for the cancellation. The above shall be implemented in accordance with the respective ECB approval dated 28.05.2025.
B) Program cost of up to €20,000,000 for the free distribution of shares of the Bank to executives and/or staff of the Bank and its affiliated companies within the meaning of article 32 of Law 4308/2014, in accordance with the provisions of article 114 of Law 4548/2018 (stock awards), within the framework of programs of free distribution of shares, as established from time to time by decision of the General Meeting. The above are subject to the ECB’ s approval.
Furthermore, it granted authorization to the Board of Directors for the implementation of the said share buy-back program.• Approved the amendment of the Bank’s Articles of Association.
• Casted an advisory vote on the fiscal year 2024 Directors’ Remuneration Report, in accordance with Article 112 of Law 4548/2018.
• Approved, according to article 86 of Law 4261/2014, an increase in the maximum ratio of 100% between the fixed and variable components of total remuneration and provided authorisations, in accordance with the information provided within the published Draft Resolutions of the Annual General Meeting of Shareholders.
• Approved the remuneration of the Board of Directors of the Bank for the financial year 2024 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 2026.