Optima Bank SaATHEX: OPTIMA

Announcement regarding changes in the composition of the board of directors

· Issued by Optima bank SA

Announcement

regarding the resignation of an independent non-executive member of the Board of Directors and committees of the Board of Directors, the reconstitution of the Board of Directors into a body and the recomposition of the committees of the Board of Directors

The société anonyme under the name "Optima bank S.A." and the distinctive title "Optima bank" (the "Bank") announces, in accordance with article 4.1.1.22. of the Regulation of the Athens Stock Exchange, that on 31.10.2024 Ms Cleo Lymberi resigned from the position of Independent Non-Executive Member of the Board of Directors of the Bank, as well as from her position as Chairman of the Risk Management Committee and member of the Audit Committee and Remuneration and Nominations Committee, due to taking on new professional duties that do not allow her to maintain the above positions at the Bank.

The Board of Directors warmly thanks Ms Cleo Lymberi for the services she provided to the Bank and wishes her every success in her new professional activities.

Following the above resignation, the Bank's Board of Directors, at its meeting on 08.11.2024, decided, pursuant to article 82 of Law 4548/2018 and article 10 par. 2 of the Bank's articles of association, to continue the management and representation of the Bank, without replacing Ms. C. Lymberi temporarily, until she is replaced by a new member of the Board of Directors, who will meet the criteria of individual and collective suitability, in accordance with the current legislation and the Bank's Board of Directors' Fit and Proper Policy. In this context, the Board of Directors was reconstituted into a body as follows:

  1. Georgios Taniskidis of Ioannis and Olga, Chairman, Non Executive Member,
  2. Petros Tzannetakis of Tzannibeis and Maria, Vice Chairman, Non Executive Member,
  3. Dimitrios Kyparissis of Apostolos and Foteini, Chief Executive Officer, Executive Member,
  4. Aggelos Sapranidis of Nikolaos and Foteini, Executive Member,
  5. Theofanis Voutsaras of Christos and Eleni, Non Executive Member,
  6. Nikolaos Giannakakis of Konstatninos and Maria, Non Executive Member,
  7. Theodoros Efthis of Ilias and Malama, Independent Non Executive Member,
  8. Pavlos Kanellopoulos of Dimitrios and Eleni, Independent Non Executive Member,
  9. Georgia Kontogianni of Vasilios and Anastasia, Independent Non Executive Member and
  10. Georgios Kyriakos of Kostantinos and Nandia, Independent Non Executive Member.

In addition, at the above meeting of 08.11.2024, the Board of Directors decided the recomposition of the Bank's Board of Directors' committees as follows:

Optima bank S.A.

  • Registration Number of Hellenic Business Registry: 003664201000 • Tax Registration No: 099369013 • Athens Tax Office for Sociétés Anonymes • 32 Aigialeias & Paradissou Str. 15125 Maroussi Greece
  • Τ: +30 210 8173000 • F: +30 210 8173101 • E: hello@optimabank.gr

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I. Audit Committee

It was decided the recomposition of the Audit Committee with the appointment of Mr. Theodoros Efthys as a new member of the Committee to replace Ms. Lymberi. Accordingly, the composition of the Audit Committee was decided as follows:

  1. Theodoros Efthis, Independent Non Executive Member,
  2. Pavlos Kanellopoulos, Independent Non Executive Member and
  3. Petros Tzannetakis, Non Executive Member

For the above recomposition, the Board of Directors took into account that the conditions of article 44 of Law 4449/2017 are met, given that:

  1. All of the above members are non-executive members of the Board of Directors, while the majority of them (i.e. Messrs. Theodoros Efthys & Pavlos Kanellopoulos) are independent members of the Board of Directors within the meaning of Law. 4706/2020.
  2. It was ascertained from the evaluation carried out by the Remuneration and Nominations Committee, that the above members of the Audit Committee have sufficient knowledge in the field in which the Bank operates, namely in the field of banking operations, due to their professional status and experience.

Following this, the Audit Committee convened on 11.11.2024 in a special meeting with the sole agenda item being its reconstitution into a body and the election of a Chairman. Mr. Theodoros Efthys, who has sufficient knowledge and experience in auditing and accounting, was elected as Chairman of the Audit Committee.

  1. Risk Management Committee

It was decided the recomposition of the Risk Management Committee with its remaining three Members, namely:

  1. Theodoros Efthys, Independent Non-Executive Member,
  2. Pavlos Kanellopoulos, Independent Non-Executive Member and
  3. Georgia Kontogianni, Independent Non-Executive Member

as it is not required, based on its Operating Regulation, to replace the resigned Member. As Chairman of the Committee was appointed Mr. Pavlos Kanellopoulos.

The above members of the Committee have appropriate knowledge, skills and expertise to understand and monitor the Bank's risk-taking strategy.

III. Remuneration and Nominations Committee

It was decided the recomposition of the Remuneration and Nominations Committee with its remaining three Members, namely:

Optima bank S.A.

  • Registration Number of Hellenic Business Registry: 003664201000 • Tax Registration No: 099369013 • Athens Tax Office for Sociétés Anonymes • 32 Aigialeias & Paradissou Str. 15125 Maroussi Greece
  • Τ: +30 210 8173000 • F: +30 210 8173101 • E: hello@optimabank.gr

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  1. Theofanis Voutsaras, Non-Executive Member,
  2. Pavlos Kanellopoulos, Independent Non-Executive Member and
  3. Georgios Kyriakos, Independent Non-Executive Member

as it is not required, based on its Operating Regulation, to replace the resigned Member. The Chairman of the Committee will continue to be Mr. Georgios Kyriakos.

The above composition of the Remuneration and Nominations Committee is in accordance with article 10 par. 3 of Law 4706/2020, as all of the above members are non-executive members of the Board of Directors, while the majority of them, including its President, are independent members of the Board of Directors within the meaning of Law 4706/2020.

Maroussi, 13 November 2024

Optima bank S.A.

  • Registration Number of Hellenic Business Registry: 003664201000 • Tax Registration No: 099369013 • Athens Tax Office for Sociétés Anonymes • 32 Aigialeias & Paradissou Str. 15125 Maroussi Greece
  • Τ: +30 210 8173000 • F: +30 210 8173101 • E: hello@optimabank.gr

optimabank.gr

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