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    TATT   GRS001003029

ATTA BANK

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Attica Bank S A : RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF ATTICA BANK BANKING SOCI?T? ANONYME

09/15/2021 | 12:52pm EDT

ANNOUNCEMENT OF 15/09/2021

RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF ATTICA BANK BANKING SOCIÉTÉ ANONYME

Attica Bank Banking Société Anonyme (hereinafter: the "Bank"), according to article 4.1.3.3 of the Athens Stock Exchange Regulation, announces that on Wednesday September 15, 2021, at 12:00, the Extraordinary General Meeting of the Shareholders-holders of the Bank's ordinary Shares was remotely held by teleconference (with the use of audio & visual or electronic means) pursuant to Law 4548/2018 "Reform of the law on sociétés anonymes", as amended and currently in force, the relevant provisions of Law 2396/1996 on dematerialized securities, articles 34 and 37 of the Articles of Association of the Company, as well as due to the extraordinary conditions that prevail and in the context of prevention of the Covid-19 dissemination, from the Headquarters of the Athens Stock Exchange with live streaming of the meeting at the hall of the 6th floor of the building of TMEDE located at 3-5 Palaion Patron Germanou Str, pursuant to the conditions of article 125 of Law 4548/2018, in which shareholders representing 378,565,844 ordinary, registered shares with voting rights, out of the total of 461,253,987 ordinary shares, i.e. a shareholding percentage of 82.07% % on the total paid up share capital of the Bank with voting rights participated either in person or by proxy, thus establishing the quorum required by the law. The Extraordinary Meeting adopted the following resolutions for the items of the Agenda:

1st ITEM:Increase of the nominal value of the existing ordinary registered shares from €0.30 to €18.00 with simultaneous reduction of the total number of the existing ordinary shares of the Bank, by means of the integration of sixty (60) shares into one (1) (reverse split), and for the purposes of obtaining an integer number of shares, subsequent increase of the share capital of the Bank with capitalisation of part of the existing special reserves. Respective amendment of article 5 of the Articles of Association of the Bank and granting of relevant authorisations to the Board of Directors of the Bank.

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On the 1st item of the Agenda and after taking into account the relevant suggestion of the Board of Directors, the General Meeting of the Shareholders, with a majority of 99.9994% on the votes represented in the Meeting (votes in favour: 378,563,643, votes against: 2,201, absent: 0).

  1. Approved the increase of the nominal value of each existing ordinary registered share of the Bank from thirty cents of Euro (€0.30) to Euro eighteen (€18.00), with simultaneous reduction of the total number of the existing ordinary shares of the Bank from four hundred and sixty one million, two hundred and fifty four thousand and thirteen (461,254,013) to seven million, six hundred and eighty seven thousand, five hundred and sixty seven (7,687,567) new ordinary registered shares of the Bank with voting rights, each of a nominal value of Euro eighteen (€18.00), by means of the integration of sixty (60) existing shares into one (1) new share of the Bank (reverse split). In order for the above integer number of shares to result, the Meeting approves the increase of the share capital before the reverse split, by the amount of Euro two and ten cents (€2.10) with respective capitalisation of the existing special reserves formed in 2015 for the decrease of the share capital.
  2. Approved the respective with the above amendment of Article 5 of the Articles of Association of the Bank, with the addition of a new paragraph at the end of article 5 as follows:
    "By virtue of the resolution of the Extraordinary General Meeting of the Shareholders dated 15.09.2021, the increase of the nominal value of every existing ordinary share from Euro 0.30 (€0.30), to Euro eighteen (€18.00) was approved, with parallel decrease, due to conjunction, of the total number of existing ordinary shares of the Bank from 461.254.013 shares to 7,687,567 ordinary registered shares with voting rights, each of a nominal value of Euro eighteen (€18.00) (reverse split).
    In order for the above integer number of shares to result, it was approved that a share capital increase would precede the reverse split, by the amount of €2.10 with respective capitalization of part of the existing special reserves formed in 2015 for the decrease of share capital."
  3. It authorised the Board of Directors of the Bank (i) to implement the above resolutions of the General Meeting and if so required, for the specification and finalisation of the conditions and the procedure of the reverse split and the capitalisation of part of the above reserves, for the purposes of obtaining an integer number of new shares, as well as for any relevant matter, (ii) to resolve and regulate any fractional rights on the shares, (iii) to conjugate (if it deems it expedient) the

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resolution adopted for the present item of the Agenda with the resolution adopted for the 2nd item of the Agenda so as to obtain a single approval by the competent authorities, (iv) to supplement/amend the relevant sizes in the respective amendment of article 5 of the Articles of Association of the Bank, as well as to appoint a member or employee of the Bank to sign and file any document required before the public authorities and agencies ad for the conduct of the necessary acts for the implementation of the above resolutions.

2nd Item:Decrease of the share capital of the Company by the amount of €136,838,692.60, via the reduction of the nominal value of each share from €18.00 to €0.20, for the purposes of forming special reserves, in accordance with article 31 par. 2 of Law 4548/2018. Respective amendment of article 5 of the Articles of Association of the Bank and granting of relevant authorisations to the Board of Directors of the Bank. Revocation of the resolution adopted for 15th Item of the Ordinary General Meeting dated 07/07/2021 "Decrease of the share capital of the Company by an amount of up to €85,000,000.00 with the reduction of the nominal value of all shares thereof, for the purposes of forming the special reserves provided for by article 31 par. 2 of Law 4548/2018 and amendment of article 5 of the Articles of Association of the Bank which relates to the Share Capital.

On the 2nd item of the Agenda and after taking into account the suggestion of the Board of Directors, the General Meeting of the shareholders, of 99.9994% on the votes represented in the Meeting (votes in favour: 378,563,643, votes against: 2,201, absent: 0).

  1. Revoked the resolution dated July 7, 2021 of the Ordinary General Meeting of the shareholders of the Bank adopted for the 15th item of the Agenda of the said General Meeting for the reduction of the share capital of the Bank by an amount of up to €85,000,000.
  2. Approved the decrease of the share capital by the amount of Euro one hundred and thirty six million, eight hundred and thirty eight thousand, six hundred and ninety two and sixty cents (€136,838,692.60), by means of the reduction of the nominal value of each ordinary share from Euro eighteen (€18.00) to twenty cents of Euro (€0.20), without changing the total number of the ordinary registered shares of the Bank, as such number has been shaped following the corporate acts set out in the

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1st Item of the Agenda and the formation of special reserves of the same value, pursuant to article 31 par. 2 of Law 4548/2018.

  1. Approved the respective with the above amendment of article 5 of the Articles of Association of the Bank, with the addition of a new paragraph at the end of article 5 as follows:
    "By virtue of the resolution of the Extraordinary General Meeting of the Shareholders dated 15.09.2021, the decrease of the share capital of the Bank was approved, by the amount of €136,838,692.60, via the decrease of the nominal value of each ordinary share from Euro eighteen (€18.00), to twenty cents of Euro (€0.20), without changing the total number of the ordinary shares, for the purposes of forming special reserves, in accordance with article 31 par. 2 of Law 4548/2018.
    Following the above, the total share capital of the Bank amounts to Euro 1,537,513.40 divided into 7,687,567 ordinary, registered shares, each of a nominal value of twenty cents of Euro (€0.20)."
  2. It authorised the Board of Directors of the Bank to implement the above resolution of the General Meeting for the decrease of the share capital of the Bank and if so required, for the specification and finalisation of the conditions and the procedure of the above share capital decrease, as well as to appoint a member or employee of the Bank to sign and file any document required before the public authorities and agencies ad for the conduct of the necessary acts for the implementation of the above resolutions.

3rd Item:Supplementation/Amendment of the powers granted during the Ordinary General Meeting dated 07/07/2021 to the Board of Directors of the Bank for the adoption of a resolution for the increase of the share capital thereof and mainly in order to entitle the Board of Directors to limit or abolish the pre-emption right of the existing shares, pursuant to articles 24 par. 1 and 27 par. 4 of Law 4548/2018.

On the 3rd item of the Agenda and after taking into account the suggestion of the Board of Directors, the General Meeting of the shareholders, with a majority of 96.55%, on the votes represented in the Meeting (votes in favour: 365.517.070, votes against: 2.201, absent: 13.046.573), approved the amendment and supplementation of the resolution of the Ordinary General Meeting of the Shareholders of the Bank dated July 7, 2021 for the 17th Item of the Agenda of the said General Meeting, authorising the Board of Directors, pursuant to article 24 par. 1 of Law 4548/2018, to resolve, with the quorum and majority provided for by the law, the increase of the

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share capital of the Bank by an amount that cannot exceed by three times the paid up share capital of the Bank which exists on the date the said powers are granted to the Board of Directors (7.7.2021), i.e. up to €415,128,611.70, with the issuance of new ordinary registered shares with voting rights and to determine the particular terms and the time schedule of such increase with its relevant resolution adopted in accordance with the applicable provisions of Law 4548/2018, including but not limited to, the structure of the increase, the manner, the procedure, the price at which the new shares will be offered, the power for limitation or abolition of the pre-emption right of the existing shareholders, pursuant to the provisions of article 27, par. 4 of Law 4548/2018, the capacity of the investors who will be entitled to participate in the increase, the allocation criteria between various categories of investors in Greece and/or abroad, as well as to resolve for the conclusion of the necessary agreements or arrangements with foreign and/or domestic mediators, arrangers, leading or servicing Banks and/or other enterprises for the provision of investment services and in general, to proceed with any necessary, required action or legal act for the implementation of the increase, including the relevant amendment of the Articles of Association of the Company. The Board of Directors may exercise the above powers once or in part. The above authorisations shall be valid and effective for a period of five (5) years.

Other Announcements

Α) Announcement of the election of members of the Board of Directors in substitution of resigned ones, pursuant to article 82 par. 1 of Law 4548/2018.

During the meeting of the Board of Directors dated November 30, 2020, after the resignation of four independent members of four independent members of the BoD, i.e. of Mr Georgios Doukidis, Ms Eleni Koliopoulou, Mr Chariton Kiriazis and Mr Andreas Taprantis, the Board of Directors elected Mr Sotiris Karkalakos and Mr Christos-Stergios Glavanis as new independent members in substitution of the two resigned non- executive members. In the Ordinary General Meeting of the Shareholders of the Bank dated 07-07-2021 it was announced that according to article 82 par. 1 of Law 4548/2018 in its meeting dated November 30, 2020, the Board of Directors elected Mr Sotiris Karkalakos and Mr Christos-Stergios Glavanis as new independent members in substitution of the two resigned non-executive members. Furthermore, the General Meeting resolved that the number of independent members of the Board of Directors will at least amount to one-third (1/3) of the total number of members, rounded-up to

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

Disclaimer

Attica Bank SA published this content on 15 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 September 2021 16:51:08 UTC.


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Managers and Directors
Theodoros Nikolaou Pantalakis Chief Executive Officer & Executive Director
Nikolaos Koutsogiannis Chief Financial Officer
Konstantinos Sotiris Mitropoulos Chairman
Dimitrios Georgiou Tzanninis Independent Non-Executive Director
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