Resolutions of the Annual General Meeting of Piraeus Bank S.A. April 21st, 2026
Piraeus Bank S.A. has announced that the Annual General Meeting of Shareholders, held in April 21st, 2026 at 18:00 conducted in a hybrid manner, namely, with the physical presence of Shareholders in Athens, at the King George Hotel, and with the participation of shareholders remotely in real-time via teleconference, was attended either in person or by proxy, by shareholders representing 896,194,774 shares corresponding to 72.51% of the total 1,235,953,028 shares with voting rights in said Annual General Meeting.
The Annual General Meeting adopted the following resolutions:
1. Approved the Annual Financial Report (for both the Bank and the Group) for the financial year 01.01.2025 – 31.12.2025, including the Annual Financial Statements, the relevant Board of Directors’ Reports and Statements, as well as the Independent Auditor’ Report.
2.
2.1 Approved a share capital increase of €494,381,211.20, through the capitalization of an equal amount from the existing “share premium” reserve and the increase in the nominal value of each common share from €0.93 to €1.33.
2.2 Approved a share capital reduction of € 494,381,211.20, by decreasing the nominal value of each common share from €1.33 to €0.93. The full amount of the reduction will be distributed to the Bank’s shareholders as a cash payment. It further authorizes the BoD to carry out all necessary actions to implement this decision. It further authorized the BoD to carry out all necessary actions to implement this decision.
2.3 Approved the respective amendment of article 25 of the Bank’s Articles of Association.
3. Approved the overall management of the Bank for the financial year 01.01.2025- 31.12.2025, in accordance with article 108 of Law 4548/2018 and the release of the auditors from any liability for the financial year 01.01.2025-31.12.2025, pursuant to article 117 para. 1 case (c) of Law 4548/2018.
4. Approved the appointment of the audit firm “Deloitte” to conduct the statutory audit of the Bank’s standalone and consolidated financial statements, the audit and assurance of the Sustainability Statement as well the Tax Audit for the financial year 01.01.2026 – 31.12.2026 with an annual fee of €1,776 thousand, €389 thousand and €205 thousand, respectively, plus VAT.
5. Took note of the annual Audit Committee’s Report, in accordance with article 44 par. 1 (case i) of Law 4449/2017.
6. Took note of the Independent Non – Executive Directors’ Report of the Bank, in accordance with article 9, par. 5 of Law 4706/2020.
7. Cast an affirmative vote for the Remuneration Report of year 2025, in accordance with article 112 of Law 4548/2018.
8. Approved the remuneration paid to members of the Board of Directors in respect of the financial year 2025 and granted approval for the advance payment of remuneration to the Directors in respect of the financial year 2026, in accordance with article 109 of Law 4548/2018.
9. Approved the cash distribution of an amount up to €22.5 million to the Bank’s staff from discretionary reserves (article 162 of Law 4548/2018), originating from the “dividends reserve of articles 48-48A of Law 4172/2013” account, and included in the “non-taxed reserves” account of the Statement of Changes in Equity.
10. Approved the amendment of the Directors’ Remuneration Policy.
11.
a. Approved the Bank’s Share Buy-Back Programme for the acquisition of up to 11,000,000 own common shares of the Bank, corresponding to 0.89% of the paid up share capital of the Bank, at a price range between €3 (minimum price) to €12 (maximum price) per share, for a period of 24 months from the date of the General Meeting’s decision, provided that the applicable legislative and regulatory conditions, are met at the time of acquisition, including the approval of the Single Supervisory Mechanism (SSM). The total cost of the own shares’ buybacks shall not exceed €33,000,000, plus transaction costs. The acquisition of own shares under the Share Buy-back Programme may be carried out by the Bank and/or any of its Subsidiaries and
b. Granted authorization to the Board of Directors of the Bank to proceed with the implementation of this decision in the appropriate timing and manner and to handle all procedural details related to this decision. The Board of Directors may delegate part of these powers to one or more of its members or executives of the Bank.
12.
a. Approved the increase of the higher maximum ratio between the variable and fixed components of total remuneration for approximately 26 executives (representing around 0.3% of the total staff) of the Bank and the Group, as follows:
• up to 180% for the Chief Executive Officer,
• up to 150% for the Executive General Managers (currently 10 individuals), and
• up to 120% for certain Core Business General Managers, excluding executives in Internal Control Functions (approximately 15 individuals). This authorization shall take effect from the 2026 performance year and shall be implemented strictly in accordance with the Group Remuneration Policy, the Directors’ Remuneration Policy and the applicable legal and regulatory framework.
b. Granted authorization to the Board of Directors of the Bank to determine, on a case‑by‑case basis, the exact level of variable remuneration within the above percentages for the eligible executives, and to exercise the Bank’s voting rights in the General Meetings of Group subsidiaries so as to apply a corresponding ratio where appropriate.
13. Granted permission, as per article 98 par. 1 of Law 4548/2018 to the Members of the Board of Directors and Managers of the Bank to participate in the Board of Directors or in the management of the Bank’s subsidiaries and affiliates.
Deutsche Bank’s 2026 AGM to be held in person again for the first time since 2019; dividend again increased for shareholders
Management Board and Supervisory Board propose a dividend of € 1.00 per share in respect of the financial year 2025, an increase of around 50% compared to 2024
Alexander Wynaendts and Yngve Slyngstad are proposed for another term on the Supervisory Board. It is intended that Wynaendts will subsequently be again elected Chairman of the Supervisory Board
Frank Witter will step down from the Supervisory Board for personal reasons, with effect from the close of the Annual General Meeting on May 28, 2026. Carsten Knobel will be proposed for election to the Supervisory Board at the AGM
The remuneration of the Supervisory Board members is to be adjusted
The Annual General Meeting of Deutsche Bank AG (XETRA: DBKGn.DE / NYSE: DB) will take place in person this year for the first time since 2019. Shareholders can attend in person in Frankfurt am Main and exercise their shareholder rights.
“The Supervisory Board and Management Board are very much looking forward to a direct and open exchange with our shareholders. By holding an in-person event, we are accommodating wishes of shareholders,” said Alexander Wynaendts, Chairman of the Supervisory Board. “We believe that alternating on a regular basis between in-person and virtual formats, which we have now initiated, is for a good way of combining the advantages of both options.”
As announced in January 2026, the Management Board and the Supervisory Board propose a dividend of € 1.00 per share (approximately € 1.9 billion in total) for 2025. This would represent an increase of around 50% compared to € 0.68 per share paid in respect of 2024. Together with the share buyback launched in February 2026 with a volume of € 1.0 billion, which is now underway, this increases the cumulative capital distributions in respect of the financial years 2021-2025 to € 8.5 billion, thereby exceeding the Bank’s original target of € 8.0 billion for this period.
Supervisory Board elections
Alexander Wynaendts’ term of office is set to expire with the conclusion of the Annual General Meeting on May 28, 2026. As announced in November, the Supervisory Board has nominated Wynaendts for another four-year term. It is intended that Alexander Wynaendts will be re-elected Chairman of the Supervisory Board following his election by the Annual General Meeting. Yngve Slyngstad’s term of office also expires at the 2026 AGM; he is also proposed for re-election.
Frank Witter has informed the Bank that he will resign from his Supervisory Board mandate for personal reasons at the conclusion of the Annual General Meeting on May 28, 2026. To fill the vacancy, Carsten Knobel, Chief Executive Officer of Henkel AG & Co. KGaA, will be proposed for election to the Supervisory Board at the AGM.
“I am delighted that Carsten Knobel will be a candidate for our Supervisory Board. He brings extensive experience and is a highly respected representative of a globally oriented German industrial and consumer goods company,” said Wynaendts. “At the same time, I look forward to continuing the good and trusting cooperation with Yngve Slyngstad.”
“I would also like to thank Frank Witter for his significant contribution over the past years. With his commitment and expertise as Chairman of the Audit Committee, he supported the bank during an important phase and contributed greatly to its success,” Wynaendts added.
Adjustment of Supervisory Board Compensation
The Supervisory Board and Management Board believe that the current compensation for the Supervisory Board is no longer competitive in attracting and retaining highly qualified Supervisory Board members. Given the demanding and multifaceted requirements, and the particularly complex regulatory environment that also impacts on the Supervisory Board’s work, the members’ compensation should therefore be adjusted. The fixed annual basic compensation for Supervisory Board members will be increased from € 300,000 to € 350,000, for the deputy Chairman of the Supervisory Board from € 475,000 to € 550,000, and for the Chairman of the Supervisory Board from € 950,000 to € 1,150,000. Furthermore, the person chairing a Supervisory Board committee will generally receive additional remuneration in the future, and previous exemptions for this will no longer apply.
The full agenda is published at Annual General Meeting website.
Participation in the AGM 2026
Shareholders of Deutsche Bank can fully exercise all shareholder rights. In addition, Deutsche Bank is again offering additional information and participation opportunities this year:
The speeches of the Chairman, Alexander Wynaendts, and the Chief Executive Officer, Christian Sewing, will be published on Wednesday, May 20, 2026, the latest, on our Annual General Meeting website
Shareholders can submit written statements for publication until May 25, 2026
The Bank will broadcast the entire AGM, including the general debate and voting, live, both on the shareholder portal (agm.db.com/shareholderportal) and publicly on our Annual General Meeting website
Virtual voting is possible until the end of the general debate on the day of the AGM
All details on participation and interaction options are available in the invitation at our Annual General Meeting website.