Attica Bank – Reconstitution of the Board of Directors – Amendment of representation powers – Recomposition of the BoD Committees

Attica Bank S.A. announces that its Board of Directors, during its today’s meeting, February 8, 2022, further to the Minutes dated 08-02-2022 of the BoD Members Nomination and Remuneration Committee, elected as new members of the Board of Directors Mr. Michail Andreadis, Ms. Irini Maragkoudaki and Mr. Markos Koutis, further to the resignation of the CEO and executive member of the BoD Mr. Theodoros Pantalakis, of the non-executive member Mr. Elias Betsis and of the Independent non-Executive Member Mr. Christos-Stergios Glavanis.

The Board of Directors, further to the above Minutes dated 08-02-2022 of the BoD Members Nomination and Remuneration Committee, acknowledged that Mr. Konstantinos Tsagkaropoulos meets the independency criteria or Art. 9 par. 1, 2, 3 and 4 of Law 4706/2020, indicating him as an independent member so as to be appointed as an independent non-executive member of the BoD.

It is noted that following the election of the abovementioned members, the following conditions are met: i) the conditions of article 5 of Law 4706/2020 in conjunction with the resolutions of the General Meeting of the Shareholders dated 07-07-2021 in relation to the required number of independent members of the BoD and ii) the requirements of article 3 par.1.b of Law 4706/2020 in relation to the adequate representation by gender in the Bank’s Board of Directors.

The aforementioned election is valid for the reminder of the term of office of the Board of Directors, i.e. until 1-9-2023 and will be announced by the Board of Directors at the next General Meeting of the Shareholders, pursuant to the law and the Bank’s Articles of Association.

Following the above election, the Board of Directors was reconstituted as follows:

  1. Konstantinos Makedos, son of Georgios, Chairman of the BoD, Non- Executive Member
  2. Avraam (Minos) Moissis, son of Esdra, Vice-Chairman of the BoD, Non- Executive Member, Member of the Financial Stability Fund
  3. Michail Andreadis, son of Theocharis, CEO, Executive Member
  4. Alexios Pelekis, son of Dionysios, Non-Executive Member
  5. Irini Maragkoudaki, daughter of Ioannis, Non-Executive Member
  6. Markos Koutis, son of Nikolaos, Non-Executive Member
  7. Konstantinos Tsagkaropoulos, son of Andreas, Independent Non-Executive Member
  8. Sotirios Karkalakos, son of Gregory, Independent Non-Executive Member
  9. Charikleia Vardakari, daughter of Nikolaos, Independent Non-Executive Member
  10. Venetia Koussia, daughter of Ioannis, Independent Non-Executive Member

At today’s BoD meeting, the competences and representation of the Board of Directors were anew defined. Mr. Andreadis, CEO of the Bank, will assume his duties effective from 14-02-2022.

Furthermore, the Board of Directors during its aforementioned meeting and following the changes that occurred in the BoD, resolved as follows:

  1. The appointment of Ms Charikleia Vardakari, Independent Non-Executive Member of the BoD, to provisionally substitute Mr. Michail Andreadis, who resigned from the Audit Committee and the appointment of Mr. Avraam Moissis, Vice Chairman and Non-Executive Member of the BoD, to provisionally substitute Mr. Alexios Pelekis, who also resigned from the Committee.

Following the above election, in conjunction with the resignation of Mr. Christos-Stergios Glavanis from his position as a member of the BoD, the composition of the Audit Committee, which was based on the resolution of the General Meeting dated 07-07-2021 is a four-member mixed Committee with members of the BoD and third parties, comprising two (2) third parties – non-members of the BoD, independent from the Bank in the sense of article 9 of Law 4706/2020, who meet the independency conditions of the above article, one (1) Non-Executive Member of the BoD and one (1) independent Non-Executive Member of the BoD in the sense of article 9 of Law 4706/2020 who meet the independency conditions of the above article, has as follows:

i) Christos-Stergios Glavanis, third party – non-member of the BoD, who meets the independency conditions of article 9 of Law 4706/2020,

ii) Stavros Papagiannopoulos, third party – non-member of the BoD, who meets the independency conditions of article 9 of Law 4706/2020, with adequate knowledge and experience in audit (and accounting) and member of the Committee, having the qualifications set out in article 44 par. 1(g) of Law 4449/2017.

iii) Avraam Moissis, Vice-Chairman of the BoD, Non-Executive Member, representative of the Financial Stability Fund.

iv) Charikleia Vardakari, Independent Non-Executive Member, in the sense of article 9 of Law 4706/2020.

The new composition will be subjected to the approval of the next General Meeting of the Bank, which will resolve for the appointment of the same or the election of other members.

The Committee, having the above composition was constituted during its present meeting dated February 8, pursuant to article 44 of Law 4449/2017 and Mr. Christos – Stergios Glavanis was appointed as the Chairman thereof.

  1. The reconstitution reconstitution of the BoD Members Nomination and Remuneration Committeee, charied by Ms. Venetia Koussia, Independent Non-Executive Member of the BoD, and members thereof being Mr. Konstantinos Tsagkaropoulos, Independent Non-Executive Member of the BoD, Sotirios Karkalakos, Independent Non-Executive Member of the BoD, Avraam Moissis, Non-Executive Member of the BoD and representative of the HFSF and Alexios Pelekis, Non-Executive Member of the BoD.
  2. The reconstitution of the Risk Management Committee, chaired by Mr. Sotirios Karkalakos, Independent Non-Executive Member of the BoD and members thereof being the Non-Executive Members of the Board of Directors Mr. Avraam Moissis, Mr. Alexios Pelekis, Ms. Irini Maragkoudaki and Mr. Markos Koutis.

ATTICA BANK S.A.