NOTICE OF THE EXTRAORDINARY GENERAL MEETING

OF COMMON SHAREHOLDERS

(G.E.MI. no 255501000 - Company Registration No. 6067/06/Β/86/06)

Pursuant to the provisions of L.4548/2018 "Reform of the law of Sociétés Anonymes", as

amended and in force, the relevant provisions of L. 2396/1996 on dematerialized shares, the Bank's Articles of Association 34 and 37 and due to the current state of emergency and in conformance with the preventive measures against the spread of the coronavirus and following the Board of Directors' resolution of 25/08/2021, the holders of common shares of the banking societe anonyme company under the company name "ATTICA BANK SOCIETE ANONYME BANKING COMPANY" (the Bank), with registered office in Athens (23, Omirou str.), are invited to the Bank's Extraordinary General Meeting that shall be held remotely through teleconferencing (with the use of audiovisual or electronic means), on Wednesday 15/09/2021, at 12:00 p.m. in Athens, in the Athex Stock Exhange premises with broadcast of the meeting to the hall located on the 6th floor of TMEDE's building on 3- 5 Palaion Patron Germanou str., under the provisions of art.125 of L.4548/2018 in order to discuss and decide on the following items of the Agenda:

AGENDA

  1. Increase in the nominal value of existing ordinary registered shares from € 0.30 to € 18.00 by simultaneously reducing the total number of existing ordinary shares of the Bank by merging 60 shares into one (reverse split), and, if required for the purpose of achieving an integer number of shares, subsequent increase in the share capital of the Company by capitalizing part of existing special reserve. Corresponding amendment to Article 5 of the Bank's Articles of Association and provision of relevant authorizations to the Board of Directors of the Bank.
  2. Reduction of the Bank's share capital by €136,838,692.60, by reducing the nominal value of each share from €18.00 to €0.20, with the aim of the formation of a special reserve pursuant to Article 31 par. 2 of Law 4548/2018. Corresponding amendment to Article 5 of the Bank's Articles of Association and provision of relevant authorizations to the Board of Directors of the Bank. Revocation of the resolution on Item 15 of the Ordinary General Meeting of 07/07/2021 "Reduction of the share capital of the Company by an amount up to € 85,000,000.00 with a reduction of the nominal value of all its shares, with the aim of the formation of a special reserve pursuant to Article 31 par. 2 of Law 4548/2018 and the amendment to Article 5 of the Bank's Articles of Association concerning the Share Capital".
  3. Supplementation / Amendment of the powers conferred at the Ordinary General Meeting of 07/07/2021 to the Board of Directors of the Bank for a resolution to increase its share capital, in order to provide, in particular, the possibility for the Board of Directors to limit or abolish the pre-emption right of the existing shareholders, in accordance with Articles 24 par. 1 and 27 par. 4 of Law 4548/2018.

In the event that the quorum required by Law regarding all or some items of the agenda is not formed, the holders of common shares are invited to a -Repeat General Meeting that shall be held on Monday, 27/09/2021, at 12:00 p.m., through teleconferencing in Athens, in the Athex Stock Exhange

1

This translation is unofficial and is intended solely, on a non-reliability basis and as a convenience, to the non-Greek-reading public. For any questions related to the accuracy of the information contained in the translation, please refer to the Greek version of the document which is the official and prevailing version. Attica Bank S.A. shall not be responsible, in any manner, for direct, indirect, special or consequential losses or any other kind of damages howsoever arising out of the use of this translation.

premises with broadcast of the meeting to the hall in the hall located on the 6th floor of TMEDE's building on 3-5 Palaion Patron Germanous str. with the following teleconferencing process (with the use of audiovisual electronic means).

It is noted that no new notice of the Repeat General Meeting shall be published, pursuant to article 130 par. 2 of Law 4548/2018 as in force.

According to the Regulation (EU) 2018/1212 of the European Commission as in force, the Extraordinary General Meeting will be held, taking into account the provisions of the above- mentioned regulation.

Pursuant to article 121 par. 4 of Law 4548/2018, as amended and in force, the Bank informs shareholders of the following:

A. RIGHT TO PARTICIPATE IN THE GENERAL MEETING

In the Extraordinary General Meeting, as well as in the Repeat General Meeting the natural persons or corporate entities are entitled to participate and vote that have the shareholder status at the start of the fifth day before the date of the General Meeting (record date), i.e. on 10/09/2021. Each common share confers the right of one vote.

The said record date also applies in the case of a postponed or repeat meeting, provided that the postponed or repeat meeting shall not be later than thirty (30) days from the record date.

For the Bank, any person appearing as a shareholder (i.e. holder of common registered shares of the Bank) registered in the electronic registry of the Bank's dematerialized shares in the Dematerialized Securities System (D.S.S.), managed by the "Hellenic Central Securities Depository" (H.C.S.D.), or those identified as such through registered intermediaries or other intermediaries, in line with the legislative provisions (L.4548/2018, L.4569/2019, L. 4706/2020 and Regulation (EU) 2018/1212) as well as the Rulebook of the Hellenic Central Securities Depository, (F.E.K.B/1007/16.03.2021) has the right to participate in the Extraordinary General Meeting.

The shareholder status on the Record Date shall be proven through a direct electronic connection of the Bank to the records of the D.S.S. or through intermediaries in line with the above provisions. A shareholder may participate in the General Meeting through confirmations or notices of Articles 5 and 6 of Regulation (EU) 2018/1212, which are provided by the intermediary, except if the General Meeting refuses said participation for good reason justifying this refusal in accordance with the applicable provisions (art.19 para.1 L.4569/2018, art. 124 of Law 4548/2018).

In the event that a Repeat General Meeting is held on 27/09/2021, shareholders registered in the Bank's registry of shareholders on the original record date (start of 10/09/2021) shall have the right to participate and vote. The exercise of the said rights does not require the freezing of the beneficiary's shares or the observance of any other similar procedure that may restrict the ability to sell and transfer such shares during the period between the Record Date and the General Meeting.

The meeting shall be held exclusively in Greek.

B. PROCEDURE FOR PARTICIPATING, WATCHING AND VOTING IN PERSON IN THE

GENERAL MEETING THROUGH TELECONFERENCING

2

This translation is unofficial and is intended solely, on a non-reliability basis and as a convenience, to the non-Greek-reading public. For any questions related to the accuracy of the information contained in the translation, please refer to the Greek version of the document which is the official and prevailing version. Attica Bank S.A. shall not be responsible, in any manner, for direct, indirect, special or consequential losses or any other kind of damages howsoever arising out of the use of this translation.

In order for shareholders to participate and vote in the Extraordinary General Meeting of 15th September 2021 or any Repeat General Meeting held remotely in real time through teleconferencing without physical presence, shareholders or any proxy thereof are required to create and use an online account on the electronic platform developed by Hellenic Exchanges-Athens Stock Exchange S.A. for the purposes of providing services to listed companies regarding the conduction of General Meetings remotely in real time through teleconferencing on the webpage https://axia.athexgroup.gr. To access the electronic platform, a computer or a smartphone or tablet with a browser installed and Internet connection are required.

To create an account for the shareholder or the proxy thereof on the said platform, a valid email and the mobile phone of the shareholder or any proxy thereof are required.

If, on accessing the internet platform the above information entered by the shareholder does not match the data registered in the Dematerialized Securities System and have been provided to the Company by the Hellenic Central Securities Depository or by the 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, "Technical terms and procedures for the provision of the Registry, Corporate and Other Related Actions Service", as well as the document "Terms and Conditions for the remote General Meeting of Shareholders", shareholders must provide or update the information above, in order to create the account.

To this end, shareholders are requested to contact without delay the Securities Account Operator where they keep the Bank's shares or any other intermediary providing them custody services as regards the Bank's shares, as appropriate, in order to communicate or/and update a valid email address and a mobile phone number (in the case of a corporate entity of their legal representative) for the purposes of their identification. If shareholders have not completed the aforementioned identification process, they shall not be able to register and participate in the General Meeting.

The Bank shall also publish on its website further instructions regarding the participation in the General Meeting through teleconferencing and shall also send them via email to the shareholders who have completed the aforementioned registration procedure on the platform of Hellenic Exchanges-Athens Stock Exchange S.A. and have the right to participate in the Extraordinary General Meeting or any Repeat General Meeting. The Bank may also apply and communicate any specialized implementation procedures regarding the remote participation and use of electronic means required for the participation on the Bank's website.

For any inquiries and information, shareholders can contact the Bank's Shareholders Support Department by email to custodyservices@atticabank.gror by phone at 210 3669570, 210 3669571 and 210 3669577 everyday on working days and hours. In addition, from the date of publication of this notice until the completion of the General Meeting, a help desk will be available in order to provide information and support to shareholders and the proxies thereof by phone at 210 3366120 or by email to AXIAeShareholdersMeeting@athexgroup.gr.

Shareholders who will participate in the General Meeting through teleconferencing in real time are taken into account regarding the quorum and majority formation and they will be able to exercise their rights effectively during the General Meeting. By activating the teleconferencing

3

This translation is unofficial and is intended solely, on a non-reliability basis and as a convenience, to the non-Greek-reading public. For any questions related to the accuracy of the information contained in the translation, please refer to the Greek version of the document which is the official and prevailing version. Attica Bank S.A. shall not be responsible, in any manner, for direct, indirect, special or consequential losses or any other kind of damages howsoever arising out of the use of this translation.

application (Cisco Webex) through the link in the beginning of the General Meeting, the shareholders will be able:

  1. to watch the General Meeting through electronic or audiovisual means,
  2. to speak before and address the General Meeting during the meeting, and, at the same time, through the internet platform they will have the ability to:
  3. to vote in real time during the General Meeting on the items of the agenda. As regards voting, there are three options for every item of the agenda: FOR, AGAINST, ABSTAIN. The vote is final and cannot be revoked.
  4. to receive information regarding the registration of their vote.

C. PROCEDURE FOR PARTICIPATING AND VOTING BY PROXY

The shareholder may participate in the General Meeting and cast a vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies for one or more General Meetings and for a specified period of time. Legal persons may appoint up to three (3) natural persons as their proxies. In order to log into the system, a unique valid email and a unique mobile phone number (of a shareholder or proxy/representative) must be designated. Therefore, if more than one proxies are appointed, for the purposes of identification, the information regarding the first appointed proxy/representative shall be taken into account. However, if the shareholder owns shares of the Bank that are held in more than one Securities Account, such limitation shall not prevent the shareholder from appointing separate proxies for the shares appearing in each Securities Account in relation to the Extraordinary General Meeting. A proxy acting for more than one shareholders may vote differently for each shareholder. The shareholder's proxy must communicate to the Bank, before the beginning of the General Meeting, any particular event that may be useful to the shareholders in order for them to estimate the risk of the proxy serving other interests apart from the shareholder's. In the sense of this paragraph, conflict of interest may arise, in particular when a proxy:

  1. is a shareholder controlling the Bank or another legal person or entity controlled by such shareholder,
  2. is a member of the Board of Directors or in general of the Bank's administration or of a shareholder controlling the Bank or another legal person or entity controlled by a shareholder controlling the Bank,
  3. is an employee or auditor of the Bank or of a shareholder controlling the Bank or another legal person or entity controlled by a shareholder controlling the Bank,
  4. is a spouse or a first degree relative of a natural person referred to under points (a) to (c) hereinabove.
    The proxy shall vote in accordance with the shareholder's instructions, if any, and is required to keep a record of the voting instructions for at least one (1) year from the date of the General Meeting, or in case of postponement, of the last Repeat Meeting where the authorization to participate was used. Any non-compliance of the proxy with the instructions received does not affect the validity of the General Meeting's resolutions, even if the proxy's vote was decisive for achieving majority. The Bank shall not be liable for non-compliance with the instructions which is a matter concerning the relationship between the shareholder and the representative.

4

This translation is unofficial and is intended solely, on a non-reliability basis and as a convenience, to the non-Greek-reading public. For any questions related to the accuracy of the information contained in the translation, please refer to the Greek version of the document which is the official and prevailing version. Attica Bank S.A. shall not be responsible, in any manner, for direct, indirect, special or consequential losses or any other kind of damages howsoever arising out of the use of this translation.

The appointment and revocation or replacement of a shareholder's representative or proxy shall be made either in writing or by electronic means and shall be notified to the Bank at least forty eight (48) hours before the specified date of the General Meeting, i.e. until 13/09/2021. In the event of shareholders-legal persons, the Bank reserves the right to inspect the authorization and representation thereof. In case of non-compliance with the provisions of article 128 par. 4 of Law 4548/2018, such shareholders shall participate in the General Meeting, unless the General Meeting rejects such participation on important grounds justifying such rejection.

As soon as the Bank receives the aforementioned information, and based on the representative's email and mobile phone number, as stated on the form of representation, the representative's account on the electronic platform shall be created. The representative shall be informed via email to activate their account in order to be able to exercise the shareholder's rights pursuant to the aforementioned stipulations and the specific provisions and terms pursuant to point B above. The representative's /proxy's email and mobile phone number must be filled in on the relevant form of appointment in order for them to be able to participate in the General Meeting.

The Bank shall make available onhttps://www.atticabank.gr/el/investors/useful-info/general-meetings?folder=2021the relevant "Form of proxy appointment" and "Form of revocation of the proxy appointment" for the appointment or the revocation or the replacement of proxy. These forms, filled in and signed by the shareholder, must be sent by post to the Subdivision of Custody & Financial Operations Support, Department of Custody of Clients, Mutual Funds and Register of shareholders (3-5Dim. Gounari and Plapouta Str., 2nd floor, 12131, Peristeri) or sent by email tocustodyservices@atticabank.gr.The beneficiary is requested to confirm that the form of appointment of proxy has been successfully sent and received by the Bank by calling at 210 3669570, 210 3669571, 210 3669577 on working days and hours.

Granting a power of attorney can be freely revoked, and if more than one forms of appointment of proxy are sent to the Bank, the last one received within the specified deadline shall be taken into account.

MINORITY RIGHTS

1. At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to include in the agenda of the already convened General Meeting additional items provided that the Board of Directors receives the relevant request at least fifteen (15) days before the date of the General Meeting, i.e. by 31/08/2021. The request to include additional items in the agenda shall be accompanied by a justification or a draft resolution to be approved at the General Meeting and the revised agenda shall be published in the same way, as the previous agenda, thirteen (13) days before the date of the General Meeting, i.e. by 02/09/2021, and, at the same time, shall be made available to shareholders on the Bank's website, along with the justification or the draft resolution filed by the shareholders, pursuant to the stipulations of paragraph 4 of article 123 of Law 4548/2018. If such items are not published, the shareholders filing the request have the right to request the postponement of the General Meeting, pursuant to paragraph 5 of article 141 of Law 4548/2018, and publish them themselves, pursuant to the stipulations of the second case of this paragraph, at the expense of the Bank.

5

This translation is unofficial and is intended solely, on a non-reliability basis and as a convenience, to the non-Greek-reading public. For any questions related to the accuracy of the information contained in the translation, please refer to the Greek version of the document which is the official and prevailing version. Attica Bank S.A. shall not be responsible, in any manner, for direct, indirect, special or consequential losses or any other kind of damages howsoever arising out of the use of this translation.

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Attica Bank SA published this content on 25 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 August 2021 18:10:09 UTC.