Attica Bank S A : RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING

Draft Resolutions/Comments of the Board of Directors on the items of the agenda of the Extraordinary Meeting of Shareholders of Attica Bank S.A.

Item 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.

Pursuant to the resolutions of the General Meeting of Shareholders dated 07.07.2021 granting power to the Board of Directors of the Bank to take a resolution to increase its share capital (the "Increase") and given that the ordinary registered shares of the Bank have a nominal value of € 0.30 but traded on ATHEX. during the last period with an average share price of € 0.15 and at the same time the conversion of the public equity instruments (warrants) is pending, the Board of Directors recommends to the General Meeting to take preparatory resolution of the share capital reduction and reduction of the total number of existing common shares of the Bank by way of their merger (reverse split) and in particular to apply the ratio 60 of old shares for each new share, which will result in the share capital consisting of 7,687,567 shares, of a nominal value of € 18,00. At the same time, in order to achieve the above integer number of shares, the Board of Directors proposes an increase of share capital by € 2.10 with a corresponding capitalization of part of existing special reserve. In the context of the change in the nominal value of the share, the Board of Directors proposes to amend Article 5 by adding a new paragraph at the end of Article 5 as follows:

ARTICLE 5

SHARE CAPITAL

"Pursuant to the resolution of the Extraordinary General Meeting of Shareholders of 15.09.2021, the increase in the nominal value of each existing ordinary share was approved from EUR 0.30 (€ 0.30) to EUR 18.00 (€ 18.00) , with a simultaneous reduction, due to a merger, of the total number of the existing ordinary shares of the Bank from 461,254,013 shares to 7,687,567 ordinary registered shares with a nominal value of EUR 18,00 (€18,00) each (reverse split) and the subsequent increase

1 This translation is unofficial and is intended solely, on a non-reliabilitybasis and as a convenience, to the non-Greek-readingpublic. 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.

of the share capital of the Company by the amount of EUR 2.10 (€ 2.10) by capitalization of part of the reserve above par, towards the aim of achieving an integer of new shares."

	Minimum		quorum	Minimum	majority
	required				required
Ordinary General	1/5 of	the	total	common,
Meeting	paperless	shares,	with	½ of the total voting rights
	voting rights issued by the	(represented) plus one vote
	Bank					(represented)
1st Repeat Ordinary	Any	number	of	the
General Meeting	represented	common,
	paperless	shares,	with
	voting rights issued by the
	Bank

Item 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".

Following those mentioned above in Item 1, the Board of Directors informs the General Meeting of Shareholders that apart from the reverse split there must be a further reduction of the Bank's share capital in order firstly to allow the conversion of warrants of the State that will be issued with a value the € 0.15 per share so that there is no issue of issuing shares under par but also the Increase.

In this context, the Board of Directors recommends to the General Meeting the reduction of the share capital of the Bank to the amount of € 136,838,692.60, by reducing the nominal value of each share to the amount of € 0.20 with the aim of the formation of a special reserve, pursuant to Article 31 par. 2 of Law 4548/2018. At the same time and in view of the redesign of the way of reduction of the Bank's capital, the Board of Directors recommends the revocation of the resolution on Item 15 of the Ordinary General Meeting of 07/07/2021 to reduce the share capital by up to € 85,000,000.

2 This translation is unofficial and is intended solely, on a non-reliabilitybasis and as a convenience, to the non-Greek-readingpublic. 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.

As a consequence of the above change in the share capital of the Bank, the Board of Directors proposes to amend Article 5 by adding a new paragraph at the end of that article of its Articles of Association as follows:

ARTICLE 5

SHARE CAPITAL

"Pursuant to the resolution of the Extraordinary General Meeting of Shareholders of 15.09.2021, the reduction of the Bank's share capital to the amount of € 136,838,692.60 was approved, by reducing the nominal value of each ordinary share from EUR 18.00 (€ 18.00), to EUR 0.20 (€ 0.20), without changing the total number of ordinary shares, with the aim of the [formation of a special reserve, pursuant to Article 31 par. 2 of Law 4548/2018.

Following the above, the total share capital of the Bank amounts to EUR 1,537,513.40 and is divided into 7,687,567 ordinary registered shares with a nominal value of EUR 0.20 (€ 0.20) each "

	Minimum	quorum	Minimum	majority
	required			required
Ordinary General	1/2 of the	total common,
Meeting	paperless	shares,	with	2/3 of the total voting rights
	voting rights issued by the	(represented)
	Bank
1st Repeat Ordinary	1/5 of the	total common,
General Meeting	paperless	shares,	with
	voting rights issued by the
	Bank

Item 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.

Taking into account what was decided by other credit institutions during their share capital increases this year, and the Board of Directors proposes to the General Meeting to supplement / amend the power granted to the Board of Directors at the Ordinary General Meeting of 07.07.2021 to increase the share capital of the Bank up to three times its share capital and to supplement the powers of the Board of Directors, in particular as regards the possibility of restricting or abolishing the pre-emptive

3 This translation is unofficial and is intended solely, on a non-reliabilitybasis and as a convenience, to the non-Greek-readingpublic. 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.

right of the existing shareholders, in accordance with Article 24 par. 1 and 27 par. 4 of Law 4548/2018, in the context of the above power. The proposed authorization to the Board of Directors to limit or abolish the pre-existing shareholders' pre-emptive right shall be deemed under the present conditions as justified and in the interest of the Bank in order to complete the share capital increase as soon as possible. At the same time, it is requested that the powers of the Board of Directors be supplemented, and to define the specific conditions and the schedule of the Increase, including, but not limited to, the structure of the Increase, the selling price of the new shares, the capacity of the investors that will be entitled to participate, the criteria for the allocation between the different categories of investors in Greece and / or abroad, the conclusion of the necessary contracts or agreements with foreign and / or domestic intermediaries, organizers, coordinators or managers; banks and / or other investment service providers, etc.

	Minimum	quorum	Minimum	majority
	required			required
Ordinary General	1/2 of the	total common,
Meeting	paperless	shares,	with	2/3 of the total voting rights
	voting rights issued by the	(represented)
	Bank
1st Repeat Ordinary	1/5 of the	total common,
General Meeting	paperless	shares,	with
	voting rights issued by the
	Bank

Item 4. Other Issues - Announcements

The Chairman of the Board of Directors

4 This translation is unofficial and is intended solely, on a non-reliabilitybasis and as a convenience, to the non-Greek-readingpublic. 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.