The Board of Directors of Piraeus Financial Holdings S.A., during its session on Thursday, 27th of May 2021, decided to call the Annual General Meeting on Tuesday, June 22nd 2021.

Please find below the invitation to the Annual General Meeting:

INVITATION

Tuesday, June 22nd, 2021, at 16:00

PIRAEUS FINANCIAL HOLDINGS S.A.

INVITATION

TO THE ANNUAL GENERAL MEETING

OF SHAREHOLDERS

Reg. No. 225501000

Pursuant to the Law, the Company's Articles of Association and by virtue of resolution dated May 27th, 2021 of the Board of Directors, the Shareholders are hereby invited to participate remotely in real- time via teleconference to the Annual General Meeting on Tuesday June 22nd, 2021 at 16:00.

ITEMS OF THE AGENDA

  1. Submission and approval of the Annual Financial Report (Company and Group) for the financial year 01.01.2020 - 31.12.2020, including the Annual Financial Statements, along with the relevant Auditors' and Board of Directors' Reports and Statements
  2. Approval of the overall management of the financial year 01.01.2020 - 31.12.2020, according to the article 108 of Law 4548/2018 and release of auditors from any liability for the financial year 01.01.2020 - 31.12.2020 according to the article 117 par.1 case (c) of Law 4548/2018
  3. Appointment of Certified Auditors (regular and substitute) for the financial year 01.01.2021 - 31.12.2021
  4. Submission of the annual Audit Committee's Report pursuant to article 44 para. 1 case i) of Law 4449/2017
  5. Approval of remuneration paid in respect of 2020 and preliminary approval of remuneration to be paid to members of the Board of Directors in respect of 2021
  6. Submission of the Remuneration Report of the year 2020 for discussion and vote by the General Meeting, according to article 112 of Law 4548/2018
  7. Approval of amendment of the Directors' Remuneration Policy
  8. Approval of Severance Policy
  9. Approval of the Board Director Suitability Policy
  10. Set-offof the Company's "Share premium" account, including a special reserve pursuant to article 4 para. 4a of Codified Law 2190/1920, against the account "Retained earnings" for the write-off of an equivalent amount of prior years' losses according to article 35 para. 3 of Law
    4548/2018, granting relevant authorizations to the Board of Directors
  1. Share capital decrease in kind by decreasing the nominal value of each ordinary share by the amount of € 0.05, without changing the total number of common shares pursuant to article 31 para. 1 of Law 4548/2018 in conjunction with the provisions of article 17 of Law 4548/2018, in order to distribute to the shareholders shares issued by the Cypriot subsidiary company under the name "PHOENIX VEGA MEZZ LTD" held by the Company, with a value corresponding to the value of the Company's share capital decrease. Respective amendment of articles 5 and 25 of the Company's Articles of Association and provision of relevant authorizations to the Company's Board of Directors
  2. Granting of permission, as per article 98 para. 1 of Law 4548/2018, to the Members of the Board of Directors and Managers of the Company, to participate on the Board of Directors or in the management of the Company's subsidiaries and affiliates
  3. Miscellaneous announcements

In the event the requisite quorum for the items of the agenda is not met, the General Meeting will convene again in a Repetitive General Meeting remotely in real-time by teleconference on Tuesday June 29th 2021 at 16:00.

It should be noted that, in accordance with para. 2 of article 130 of Law 4548/2018, a new invitation for the repetitive General Meeting will not be published.

Taking into account the measures and instructions of the State against the risks and spread of COVID- 19 and in accordance with the provisions in the current Articles of Association of the Company, the Annual General Meeting on June, 22nd 2021 and any Repetitive Meeting, will take place remotely, in real-time by teleconference and the use of electronic means, under the conditions of the current legislation and the specific provisions in the present invitation.

In addition, in accordance with the provisions in the current Articles of Association of the Company provide shareholders with the option to participate remotely by mail vote at the vote on the items of the General Meeting on June 22nd 2021 and any Repetitive Meeting, that will take place before the General Meeting, under the conditions of the current legislation and the specific provisions in the present invitation.

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A. RIGHT TO PARTICIPATE AND VOTE

Shareholders having the right to participate and vote in the Annual General Meeting (AGM) dated June 22nd, 2021, as well as in the Repetitive General Meeting dated June 29th 2021 (RGM) are those registered in the electronic registry of the Dematerialized Securities System ("DSS") of the company "Hellenic Central Securities Depository" (ATHEXCSD) or those identified as such through registered intermediaries or other intermediaries, in line with the legislative provisions (L.4548/2018, L. 4706/2020 and Regulation (EU) 2018/1212) as well as the Rulebook of the Hellenic Central Securities Depository, at the opening of the fifth day prior to the date of the Annual General Meeting , i.e. on June 17th, 2021 (Record Date).

The shareholder status on the Record Date and the Record Date of the RGM is verified by any means and in any case through the direct electronic linkup of the Company with the records of the Dematerialized Securities System ("DSS") or through the intermediaries in line with the above provisions. A shareholder may participate in the Annual 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).

The exercise of the right to participate and vote does not require the blocking of shares or any other relevant process which restricts the shareholders' ability to sell and/or transfer shares during the period between the Record Date or the Record Date of the RGM and the date of the relevant General Meeting (AGM or RGM).

B.PROCEDURE FOR REMOTE PARTICIPATION AND VOTING IN REAL TIME BY TELECONFERENCE

In order for shareholders to participate and vote at the AGM on June 22nd 2021 or at the RGM which will take place remotely, in real-time by teleconference,

without their physical presence, they or their proxies must create and use an electronic shareholder account at the internet platform that has been developed by the Athens Exchange Group to provide remote General Meeting services, in real-time, by teleconference to listed companies on the website www.athexgroup.gr/AXIAeShareholdersMeeting.

The internet platform is provided by the company "Hellenic Central Securities Depository SA." while the WEBEX tool/service team from Cisco Hellas SA is used for the teleconference.

In order to access the internet platform a personal computer, a smartphone or a tablet is required, a browser installed, and internet access.

In order for a shareholder or his/her proxy to create an account in the internet platform above, a valid electronic mail (email) account and a mobile telephone number are required by the shareholder or his/her proxy.

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.

For this purpose, shareholders are requested to contact without delay the Participant in the DSS of their Securities Account where the shares of the Company are kept, or any other intermediary, that provides them with custody services for the shares of the Company, as the case may be, in order to notify them or to update their valid email address and mobile telephone number for identification.

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Further instructions to participate at the General Meeting by teleconference will be posted on the website of the Company and will be sent via email to shareholders that have completed the above procedure and are eligible to participate at the AGM or the RGM.

For any questions and for instructions, shareholders may contact the Shareholders' Services Department

of the Company by email at ShareholdersMeeting@piraeusholdings.gror by telephone at +30 210 3739301 and +30 210 3335039 (daily between 09.00 -17.00).

Furthermore, starting with the publication of the present and until the end of the General Meeting, a help desk will operate that will provide information and support shareholders and their representatives at

  • 30 210 3366120 or by email atAXIAeShareholdersMeeting@athexgroup.grShareholders that will participate at the AGM by teleconference in real-time are taken into consideration for the formation of the quorum and majority and will be able to exercise their rights effectively during the General Meeting.

Shareholders who are successfully connected to the internet platform will be able to participate in the AGM in real-time by teleconference via a link that will either be sent to them via email or will be available on the online platform.

By activating the Cisco Webex application through the link at the beginning of the AGM, the shareholders will have the ability to:

  1. follow the proceedings of the AGM with electronic or audiovisual means,
  2. take the floor and address the General Meeting orally during the AGM,

and, at the same time, through the internet platform they will have the ability to:

  1. vote in real time during the AGM on the matters of the daily agenda,
  2. receive information on the recording of their vote.

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C. PROCEDURE FOR REMOTELY PARTICIPATING IN THE VOTE BEFORE THE GENERAL MEETING [MAIL VOTE]

I. In addition, shareholders have the option to participate remotely, in person or by proxy, at the vote on the item of the AGM that will take place before the General Meeting,

Specifically, shareholders that wish to participate and vote remotely on the item of the AGM that will take place before the General Meeting, can make use of this option:

  1. Either by exercising the right to vote before the
    AGM through the internet platform www.athexgroup.gr/AXIAeShareholdersMeetingin which they have previously created an account and have successfully registered as described in B. above, during the time period from Friday 18.06.2021 at 12.00 and until twenty-four(24) hours before the date of the AGM (i.e. until 16:00 on 21.06.2021 at the latest).
  2. Or by completing and submitting the "Mail vote document" with the signature authenticated, to the Shareholders' Services Department of the Company (9, Mitropoleos, Athens, or sending digitally signed by using a recognized digital signature (qualified certificate) by the proxy or the shareholder, via email atShareholdersMeeting@piraeusholdings.grat least twenty-four(24) hours before the date of the AGM (i.e. by 16:00 on 21.06.2021 at the latest).

The mail vote document is available to shareholders in hard copy at the Shareholders' Services Department of the Company (9, Mitropoleos, tel. +30 210 3739301 and +30 210 3335039), and in electronic form on the website of the Company https://www.piraeusholdings.gr

  1. Or by participating based on confirmations or notifications provided by intermediaries under articles 5 and 6 of Regulation (EU) 2018/1212.

Shareholders that vote as above before the AGM are counted to form the quorum and majority, provided that the votes in question have been received by the Company by 16:00 on Monday 21.06.2021 at the latest.

  1. It is noted that shareholders that wish to appoint proxies to participate remotely at the vote on the items of the AGM which will take place before the General Meeting, can appoint up to one (1) proxy; the appointment must be made at the latest forty- eight (48) hours before the date of the AGM (i.e. by 16:00 on 20.06.2021 at the latest), as specifically described below in D II.

Following this deadline, it will not be possible to participate by proxy in the vote that will take place before the AGM.

  1. If the quorum, as required by the Law and the Articles of Association in order to decide the whole or part of the original daily agenda, is not obtained during the meeting of 22.06.2021, at the RGM which will take place on 29.06.2021 at 16:00, the right to vote remotely, by mail vote must be exercised again, by a vote that will take place before the General Meeting, in the following ways:
  1. Either by exercising again the right to vote before the General Meeting through the internet platformwww.athexgroup.gr/AXIAeShareholdersMeetingin which they have previously created an account and have successfully registered as described in B. above, during the time period from Wednesday 23.06.2021 at 12:00 and until twenty-four(24) hours before the date of the RGM (i.e. until 16:00 on 28.06.2021 at the latest).

received by the Company by 16:00 on 28.06.2021 at the latest.

IV. For the potential RGM on 29.06.2021, shareholders that had not appointed a proxy for the AGM, or wish to replace the proxy that had been appointed, in order to participate remotely at the vote that will take place before the Repetitive General Meeting, they can appoint up to one (1) proxy, whose appointment must be made at least forty- eight (48) hours before the date of the Repetitive General Meeting (i.e. by 16:00 on 27.06.2021 at the latest), as specifically mentioned below in D II.

After that date, it will not be possible to participate by proxy at the vote that will take place before the RGM.

For any questions and for instructions, shareholders may contact the Shareholders' Services Department

of the Company by email at ShareholdersMeeting@piraeusholdings.gror by telephone at +30 210 3739301 and +30 210 3335039 (daily between 09.00 - 17.00).

In addition, shareholders are asked to confirm that the "Mail Vote document" is successfully sent and received by the Company, and can, for this purpose, call +30 210 +30 210 3739301 and +30 210 3335039 (Shareholders' Services Department).

  1. Or by completing and submitting the "Mail vote document" with the signature authenticated, to the Shareholders' Services Department of the Company (9, Mitropoleos, Athens, 1st floor) or sending digitally signed by using a recognized digital signature (qualified certificate) by the proxy or the shareholder, via email at ShareholdersMeeting@piraeusholdings.grat least twenty-four(24) hours before the date of the Repetitive General Meeting (i.e. by 16:00 on 28.06.2021 at the latest).
  2. Or by participating based on confirmations or notifications provided by intermediaries under articles 5 and 6 of Regulation (EU) 2018/1212.

Shareholders that vote as above before the General Meeting are counted for the formation of the quorum and majority, provided that the votes in question are

D. PROCEDURE FOR PARTICIPATION AND VOTING BY PROXY

I. Shareholders participate in the GM and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. However, if a shareholder possesses shares of the Company that are held in more than one Investor Securities Account, the above restriction cannot prevent the shareholder from appointing different proxies for the shares in each investor account for a particular General Meeting. A proxy appointment can be freely recalled. A proxy that acts for more than one shareholders can vote differently for each shareholder.

Shareholders may appoint a proxy for one or more General Meetings and for a specific period of time. The proxy votes in accordance with the shareholder's instructions, if there are any. Non-compliance by the

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Piraeus Bank SA published this content on 28 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 May 2021 14:56:03 UTC.