“Eurobank S.A.” ("Eurobank" or "the Bank"), following the decision of its Annual General Meeting of Shareholders, held on April 28, 2026, to establish, in accordance with the provisions of Article 114 of Law 4548/2018, a five-year program for the free allocation of the Bank’s shares to executives of the Management and the staff of the Bank and its affiliated companies within the meaning of Article 32 of Law 4308/2014, commencing in 2026 (“Program”) and for the granting of relevant authorizations to the Bank’s Board of Directors, in conjunction with the Board of Directors’ decision dated April 29, 2026 (approving the first Series of the Program), hereby informs the investing public of the terms and conditions of the Program as summarized below:
Number of shares
The maximum number of shares that may be issued during the Program amounts to 36,400,000 common registered shares of the Bank, a number corresponding to 1.0% of the Bank’s paid-in share capital as of the date of the relevant resolution of the 2026 Annual General Meeting.
Beneficiaries
Beneficiaries of the Program are members of management and the staff of the Bank and its affiliated companies, within the meaning of Article 32 of Law 4308/2014 (the “Beneficiaries”).
Purpose
The Program does not constitute a separate or independent variable compensation scheme, but functions as a mechanism for paying the variable portion of compensation paid in instruments, under the existing variable remuneration schemes provided for in the Group’s Board of Directors and Staff Remuneration Policies, including the annual variable remuneration schemes and any long-term incentive programs, as well as any other variable remuneration program adopted from time to time.
The Program aims to reward Beneficiaries for their contribution to the achievement of the Group’s strategic objectives and specific financial and operational targets, while ensuring compliance with applicable regulatory requirements regarding the payment of a portion of variable compensation in financial instruments for specific categories of personnel, as well as aligning the interests of the Beneficiaries with the Group’s long-term interests and sustainable development.
The Plan also contributes to the effective implementation of the Bank’s Compensation Policies, which provide for the granting of variable compensation through a balanced combination of cash and financial instruments. In addition, the Program aims, on a long-term basis, to attract, retain, and provide incentives to the management and staff of the Bank and its affiliated companies.
Implementation
The Program will be implemented in successive cycles within the framework of the Program Series, provided that the performance conditions and/or other terms and conditions of such Series are met and/or to fulfill the Group’s obligations regarding variable compensation to the Beneficiaries.
The Beneficiaries of each cycle of the Program will be determined based on the terms and conditions of the Series and the corresponding decisions of the competent corporate bodies. The Board of Directors, upon a relevant recommendation by the Remuneration Committee, may amend or supplement any terms of the Program, within the framework established by the relevant resolution of the General Meeting and in accordance with the applicable legal and regulatory framework.
Performance
At one or more meetings each calendar year, the Board of Directors, following a relevant recommendation by the Compensation Committee, shall determine the respective Beneficiaries, as well as the methodology for distributing the shares to them. The Board of Directors may decide to allocate shares at different meetings, either by category of Beneficiary or by Series, taking into account the relevant allocation decisions and the Bank’s obligations regarding the granting of variable remuneration.
The allocation shall be subject to the requirements of the applicable legal and regulatory framework and shall take into account, among other things, the provisions of the Bank’s Board of Directors and Staff Remuneration Policies, as well as the terms and conditions of the Series.
Deferrals & Vesting
The deferral period and vesting terms shall be consistent with the provisions of the Bank’s Remuneration Policies for Board Members and Staff, as well as the respective Series, and shall be subject to the requirements and restrictions of applicable law, including, among others, Law 4261/2014, Bank of Greece Executive Committee Act 231/01/15.07.2024, and the EBA Guidelines on sound remuneration policies under Directive 2013/36/EU.
Lock-up Period
The shares distributed will be subject to a holding period of one (1) year or as otherwise provided for by the applicable regulatory framework and Remuneration Policies in order to ensure continued alignment with the principles of long-term performance and prudent remuneration policy. During the holding period, these shares may not be sold, transferred, or encumbered; however, the holder of the shares may fully exercise all administrative and financial rights arising therefrom.