CREDIABANK S.A. (the “Bank”) hereby informs the investing public, in accordance with Article 1, paragraph 5, subparagraph (h) of Regulation (EU) 2017/1129, as in force, regarding the free allocation of 583,280 new common registered voting shares, with a par value of €0.05 each (the “New Shares”), with a total par value of €29,164, which were issued by the Bank through the capitalization of an equivalent amount of the share premium reserve, as part of the Bonus Share Plan for senior and executive management (including the executive members of the Board of Directors), pursuant to Article 114 of Law 4548/2018, as the Program was approved by the Bank’s Extraordinary General Meeting of Shareholders on March 27, 2026 (the “Program”).
Specifically:
The free allocation of the New Shares is carried out in implementation of the March 27,2026, by which the Program was established and explicit authorization was granted to the Board of Directors:
(i) to determine, amend, specify, and adapt, subject to the provisions of Law 3864/2010, as amended from time to time, the specific terms and all details regarding the implementation of the Program, at its sole discretion, including, but not limited to, the criteria for the allocation of the aforementioned shares, the lock-up period, and the terms for vesting the shares; and
(ii) to identify the beneficiaries or categories thereof and to take all necessary actions for the allocation of the shares, in accordance with the terms of the Program, within the framework of the General Meeting’s resolution and the applicable Variable Compensation Schemes, taking into account the applicable legal and regulatory framework, following the receipt of all necessary supervisory and regulatory approvals and a relevant recommendation from the Bank’s Corporate Governance, Nominating, Human Resources and Compensation Committee of the Bank.
In implementation of the Program and pursuant to the authority granted to the Board of Directors by the aforementioned Extraordinary General Meeting of Shareholders held on March 27, 2026, in accordance with Article 24(1)(b) of Law 4548/2018, the Bank’s Board of Directors, at its meeting on June 18, 2026, resolved to increase the Bank’s share capital by the amount of €29,164, by capitalizing an equivalent amount from the share premium reserve, through the issuance of New Shares (the “Share Capital Increase”), as well as their distribution free of charge to the beneficiaries of the Program (the “Beneficiaries”), in accordance with the terms of the Program.
The allocation of the New Shares to the Beneficiaries is carried out as part of the implementation of a variable compensation scheme for the Bank’s senior and executive management, as well as for the heads of independent functions (Executive Incentive Plan – EIP) (the “Executive Incentive Plan”), which the Bank has adopted.
This variable compensation scheme aims to motivate executives in the short and long term to achieve the Bank’s Business Plan and its strategic priorities, to strengthen executive retention and recruitment, in line with industry and market compensation practices, as well as to recognize and reward executives’ contributions to the Bank’s results, while simultaneously ensuring the Bank’s sound capital base is maintained and that it complies with the applicable supervisory and regulatory framework.
By a decision of the Bank’s Board of Directors dated April 29, 2026, the payment of variable compensation was approved in accordance with the Executive Incentive Plan, while, pursuant to the aforementioned Board of Directors’ resolution dated June 18, 2026, it was decided to issue the New Shares and allocate them to the Beneficiaries.
The New Shares will be allocated to a total of 27 Beneficiaries and, in accordance with the terms of the Executive Incentive Plan, are subject to a mandatory holding period of twelve (12) months from the date of their registration in the Beneficiaries’ accounts in the Dematerialized Securities System of “Euronext Securities Athens S.A.”
On June 30, 2026, the aforementioned Board of Directors’ resolution dated June 18, 2026, regarding the Capital Increase, was registered in the General Commercial Registry (GEMI) under Registration Number (K.A.K.) 6097679, the aforementioned Board of Directors resolution dated June 18, 2026, regarding the Share Capital Increase and the corresponding amendment to Article 5 (“Share Capital”) of the Bank’s Articles of Association.
Following the Share Capital Increase, the Bank’s share capital now amounts to €99,781,641.45, divided into 1,995,632,829 common registered voting shares, with a par value of five euro cents (€0.05) each.
The New Shares are of the same class as the Bank’s shares already traded on the Main Market of Euronext Athens.
The Bank will follow the procedure for listing the New Shares for trading on Euronext Athens, in accordance with the provisions of the Euronext Athens Regulations and the relevant decisions of the Euronext Athens Board of Directors.
The New Shares are expected to be listed for trading on the second (2nd) business day following the approval of their listing by Euronext Athens. The opening price of the Bank’s shares on the date trading commences on Euronext Athens will be determined in accordance with the Euronext Athens Rules and Decision No. 26 of the Euronext Athens Board of Directors, as currently in effect.
The New Shares will be registered, as of the date trading commences, in the records of “Euronext Securities Athens S.A.” and in the holdings and accounts that the Beneficiaries maintain in the Euronext Athens Dematerialized Securities System (S.A.T.), in accordance with applicable law.
The Bank will inform the investing public of the exact date on which the New Shares will be listed for trading on Euronext Athens.
Pursuant to Article 1(5)(h) of Regulation (EU) 2017/1129, as currently in force, there is no obligation to publish a prospectus for the admission of the New Shares to trading on Euronext Athens, since the New Shares are of the same class as the Bank’s shares already traded on the same regulated market referred to above, and this information document contains information regarding the number and nature of the securities being issued, as well as the reasons for and details of their distribution.
Ms. Vasiliki (Valery) Skouba, Chief Financial Officer, is responsible for the preparation of this information memorandum and the accuracy of its contents.