Bank of Greece : NOTICE OF ANNUAL ORDINARY GENERAL MEETING OF SHAREHOLDERS

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NOTICE

OF ANNUAL ORDINARY GENERAL MEETING OF SHAREHOLDERS

The General Council of the Bank of Greece hereby notifies the shareholders of the Bank, according to its Statute and the Law, that the Annual Ordinary General Meeting of Shareholders will be held on Monday, 8 April 2024, at 12:00 noon, at the Head Office of the Bank of Greece in Athens, 21, E. Venizelos Street, 2nd floor, General Meetings Hall.

The agenda of the Meeting is as follows:

1. Presentation of the Annual Financial Report for the year 2023 (including the annual Balance
   Sheet and the other Financial Statements, in accordance with the Bank's Statute), as well as the
   Management Report, submitted by order of the General Council of the Bank.
2. Presentation of the Auditors' Report on the Annual Accounts for the year 2023.
3. Approval of the Annual Accounts for the year 2023, together with the Annual Financial Report, the Management Report and the Auditors' Report.
4. Approval of the appropriation of net profits for the year 2023, in accordance with Article 71 of the Statute, totalling €98,706,982, as follows:

-	Dividend to be distributed: €0.6720 per share	€	13,349,203
	on 19,864,886 shares
-	Extraordinary reserve	€	85,357,779

1. Approval of the remuneration and travel expenses of the members of the General Council for the year 2024.
2. Discussion and vote on the remuneration report referred to in Article 112 of Law 4548/2018 for the year 2023.
3. Approval of the Auditors' fees for the year 2024.
4. Presentation of the Annual Report of the Audit Committee for the year 2023.
5. Discharge of the members of the General Council and of the Auditors from all personal responsibility in connection with the Bank's activities and management during the year 2023.
6. Election of members of the General Council.
7. Election of Auditors for the year 2024.
8. Other announcements.

A. Right to attend and vote at the General Meeting

Owners of at least seventy-five (75) shares who, as at the start of the fifth day prior to the Meeting, i.e. Wednesday, 3 April 2024 (record date), either (a) stand registered with the Dematerialised Securities System (DSS) of Hellenic Central Securities Depository S.A. (ATHEXCSD), a member of the Hellenic Exchanges Group, where the Bank's securities are held, or (b) are identified as shareholders through participants, registered intermediaries or other intermediaries under the legislation in force (Law 4548/2018; Law 4569/2018; Articles 25-36 of Law 4706/2020; Commission Implementing Regulation (EU) 2018/1212) and the Operating Regulations of the Hellenic Central Securities Depository, as applicable, shall have the right to attend the Meeting and vote in person or by proxy, subject to the limitations of Articles 8, 13 and 14 of the Statute. Shareholders that wish to exercise these rights are not required to have their shares blocked. Seventy-five (75) shares shall confer upon their holder the right to one (1) vote. Shareholders owning less than seventy-five (75) shares may appoint a shareholder as their joint proxy, who may attend the Meeting provided that he/she represents at least seventy-five (75) shares on aggregate (Articles 13 and 16 of the Statute, taken

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together with decision 2/29.2.2000 of the General Council, concerning the adjustment − from twenty-five (25) to seventy-five (75) − of the minimum number of shares required for participating and voting in the General Meeting of Shareholders, following the Bank's stock split − under Article 9 of the Statute − pursuant to decision 1/17.1.2000 of the General Council, ratified by Cabinet Act 8/4.2.2000 - Government Gazette A 17/7.2.2000).

All management rights, including the right to participate and vote at the General Meeting, are suspended for the shareholders referred to in Article 8, para. 5 of the Bank's Statute (as inserted by the decision of the 79th Annual Ordinary General Meeting of Shareholders of the Bank of Greece held on 24 April 2012, which was ratified by Article 165, para. 7(b) of Law 4099/2012 [Government Gazette A 250/20.12.2012]), i.e. persons supervised by the Bank of Greece under Article 55A of its Statute or a provision of law; associated and affiliated firms; members of the board of directors or administrators of such persons; their spouses and relatives up to the second degree.

Furthermore, no shareholder, other than the State and the persons referred to in Article 2 of Law 2292/1953, as currently in force, may exercise the right to vote in the General Meeting in respect of a number of shares corresponding to more than 2% of the Bank's share capital (last sentence of Article 13 of the Statute, as inserted by the decision of the 79th Annual Ordinary General Meeting of Shareholders of the Bank of Greece held on 24 April 2012, which was ratified by Article 165, para. 7(c) of Law 4099/2012 [Government Gazette A 250/20.12.2012]).

Shareholder capacity may be verified on the record date through any lawful means, including information obtained electronically by the Bank from ATHEXCSD in accordance with the legislation in force. A shareholder may participate in the Ordinary General Meeting on the basis of the confirmations or notifications referred to in Articles 5 and 6 of Commission Implementing Regulation (EU) 2018/1212 that are provided by the intermediary to ATHEXCSD, which acts as issuers' service provider. In case of late identification, the General Meeting may refuse such participation for an important reason that justifies such refusal, subject to the legislation in force (Article 19, para. 1 of Law 4569/2018, Article 124, para. 5 of Law 4548/2018).

Shareholders who are entitled to attend the Meeting are kindly requested to contact the Bank of Greece's Secretariat Section by Friday, 5 April 2024, to receive further instructions about admission to the Bank on the date of the General Meeting (tel. [phone] and [phone], email: [e-mail]).

B. Attending and voting by proxy

A shareholder may participate in the General Meeting in person or by proxy, and may appoint up to three (3) proxies. A proxy acting on behalf of several persons may cast a different vote for each shareholder.

Proxies may only be appointed, replaced or revoked in writing. Shareholders wishing to participate in the General Meeting by proxy, to replace or to revoke their proxy shall submit to the Bank's Secretariat Section (21, E. Venizelos Street, Athens (tel.: [phone] and [phone], email: [e-mail])at least forty-eight (48) hours before the scheduled date of the General Meeting, i.e. no later than Saturday, 6 April 2024, an instrument of proxy, duly completed and signed, with authentication of signature (a template is available on the Bank's website, www.bankofgreece.gr, under "Shareholder Update". The above template is also available to shareholders in paper form from the Bank's Secretariat Section).

A shareholder may appoint a proxy for a single General Meeting or for as many meetings as may be held within a specified time period.

Shareholders that are legal persons shall participate in the General Meeting through their duly authorised representatives and shall, within the deadline indicated above, submit their authorisation documents as required by law. Where such documents have already been submitted to another unit of the Bank, a reference to this effect in the instrument of proxy, or other written communication, shall suffice.

A shareholder's proxy shall be required to disclose to the Bank, prior to the commencement of the General Meeting, any event that would enable the shareholders to assess a potential risk of a conflict of interests.

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A conflict of interests may arise in particular when the proxy is:

1. a shareholder that controls the Bank, or is another legal person or entity controlled by such shareholder;
2. a member of the General Council or other decision-making bodies of the Bank or of a shareholder that controls the Bank or of another legal person or entity controlled by a shareholder that controls the Bank;
3. an employee or external auditor of the Bank or of a shareholder that controls the Bank or of another legal person or entity controlled by a shareholder that controls the Bank; or
4. a spouse or first-degree relative of one of the natural persons referred to in (a) to (c) above.

C. Minority rights

Shareholders entitled to vote and representing:

1. one twentieth (1/20) of the paid-up capital of the Bank shall have the right to:
2. 1. request that the General Council add further items to the agenda of the General Meeting provided that they submit such a request to the General Council at least fifteen (15) days prior to the Meeting (i.e. by Sunday, 24 March 2024). Such request must be accompanied by a statement of grounds of the requested addition or a draft decision for approval by the General Meeting. The revised agenda shall be made public in the same manner as the original agenda, thirteen (13) days before the date of the General Meeting (i.e. by Tuesday, 26 March 2024), and shall also be available to shareholders via the Bank's website, along with the grounds of the requested addition or the draft decision submitted;
   2. submit draft decisions on any of the items included in the original or revised agenda of the General Meeting provided that they submit a request to the General Council at least seven (7) days prior to the Meeting (i.e. by Monday, 1 April 2024). Such draft decisions shall be made available to shareholders at least six (6) days prior to the General Meeting (i.e. by Tuesday, 2nd April 2024);
3. one tenth (1/10) of the paid-up capital of the Bank shall have the right to request the General
   Council to provide the General Meeting with information on the course of the Bank's corporate affairs and property status, by submitting to the General Council a request at least five (5) full days prior to the date of the General Meeting (i.e. by Tuesday, 2nd April 2024).

Upon the request of any shareholder, submitted to the Bank at least five (5) full days prior to the date of the General Meeting (i.e. by Tuesday, 2nd April 2024), the General Council shall provide the General Meeting with the requested information on the Bank's affairs, to the extent that it is relevant to the items on the agenda. The obligation to provide such information shall not apply in the case of data already available on the Bank's website.

D. Documents and information

The full texts of the documents and draft decisions, as well as the information required under Article 123, paras. 3 and 4 of Law 4548/2018, are available on the Bank's website, www.bankofgreece.gr, under "Shareholder Update". Such documents and information may also be obtained in hard copy from the Bank's Secretariat Section, 21, E. Venizelos Street, Athens (tel.: [phone] and [phone], email: [e-mail]).

Athens, 4 March 2024

By order of the GENERAL COUNCIL

YANNIS STOURNARAS

CHAIRMAN OF THE GENERAL COUNCIL

GOVERNOR OF THE BANK OF GREECE

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