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Main Committees of the Board of Directors

Main Committees of the Board of Directors

Audit Comitee

The Audit Committee is a Committee of the Board of Directors in accordance with the decision of the Annual General Meeting of the Bank dated 22.07.2021 and consists of Non-Executive Members, the majority of whom are Independent, appointed by the Board of Directors.

The Chairman of the Committee, appointed by its members, is an independent member, cannot be the same person as the Chairman of the Board of Directors and the Chairman of the Risk Management Committee and must have the knowledge and experience required to supervise the audit procedures and accounting matters of concern to the Committee. At the same time, the Committee as a body must have the expertise to and experience required to perform its duties, including its knowledge of the wider operating environment of the credit institution and of the IT systems.

The operation of the Commission is regulated by the current legislative and regulatory framework (including Law 4449/2017, Law 4706/2020, Act of the Governor of the Bank of Greece no. 2577/2006, Act of the Executing Committee of the Bank of Greece no. 158/2019), Act of the Governor of the Bank of Greece no. 2577/2006 and article 44 of Law 4449/2017.

In this context, the members of the Committee were appointed by the Board of Directors at its meeting on 22.07. 2021. The Committee met on 23.07.2021 and was constituted as a body, appointing the Chairman of its Independent Members.

The term of office of the members of the Committee is the same as that of the Members of the Board of Directors (three years).

Composition of the Committee:

Chairperson:

Iordanis Chatzikonstantinou, Independent, Non-Executive Member

Members:

Petros Fourtounis, Vice President, Non-Executive Member

Damianos Charalampidis, Independent, Non-Executive Member

The Committee shall meet regularly, at least once a month and in extraordinary meetings whenever necessary and shall keep minutes of its meetings and shall report monthly to the Board on its proceedings.

The Audit Committee's main responsibilities and the operating methods of the Audit Committee are set out in its Rules of Procedure.

The last revision of the Audit Committee's Rules of Procedure was approved in January 2022.

Risk Management Commitee

The Risk Management Committee is appointed by the Board of Directors and consists of at least three (3) Non-Executive Board Members, the majority of whom are Independent, with appropriate knowledge, qualifications and expertise to understand and monitor the Bank's risk-taking strategy. The Chairman of the Committee has significant experience in commercial banking as well as sufficient knowledge of regulatory framework.

The operation of the Committee is governed by the current legislative and regulatory framework (including the Act of the Governor of the Bank of Greece 2577/2006).

Composition of the Risk Management Committee

Chairperson:

Antonios Vasilakis, Independent, Non-Executive Member

Members:

Petros Fourtounis, Vice President, Non-Executive Member

Marina Stavrakantonaki, Independent, Non-Executive Member

Damianos Charalampidis, Independent, Non-Executive Member

Iordanis Chatzikonstantinou, Independent, Non-Executive Member

The term of office of the members of the Committee may not exceed the term of office of the Board of Directors (three years).

The Committee shall meet regularly, at least once a month and in extraordinary meetings whenever deemed necessary, keep minutes of its meetings and inform the Board of Directors of its work.

The main responsibilities and operating procedures of the Risk Management Committee are set out in its Rules of Procedure.

Renumeration Commitee

The Remuneration Committee shall be constituted in such a way as, to be able to give a qualified and independent opinion on the remuneration policy and its implementation, as well as on the incentives created in the management of risks, capital and liquidity. It shall be responsible for the preparation of decisions on remuneration, including those having an impact on the risks assumed as well as their management. These decisions shall be taken by the Board of Directors.

The Remuneration Committee consists of Independent Non-Executive Directors of the Board of Directors, appointed by the Board of Directors and composed of 3 members.

The operation of the Committee is governed by the current legislative and regulatory framework (including Law 4706/2020, Act of the Governor of the Bank of Greece 2577/2006).

Composition of the Remuneration Committee

Chairperson:

Damianos Charalampidis, Independent, Non-Executive Member

Members:

Antonios Vasilakis, Independent, Non-Executive Member

Konstantinos Papadakis, Independent, Non-Executive Member

The term of office of the members of the Committee is the same as that of the Members of the Board of Directors (three years) and may be renewed indefinitely.

The Committee shall meet regularly, at least once a year and extraordinary meetings whenever necessary, keep minutes of its meetings and inform the Board of Directors of its work.

The key responsibilities and the operating procedures of the Remuneration Committee are set out in its Rules of Procedure.

The term of office of the members of the Committee is the same as that of the Members of the Board of Directors (three years) and may be renewed indefinitely.

The Committee shall meet regularly, at least once a year and extraordinary meetings whenever necessary, keep minutes of its meetings and inform the Board of Directors of its work.

The key responsibilities and the operating procedures of the Remuneration Committee are set out in its Rules of Procedure.

Strategic Planning Committee

The Strategic Planning Committee is a Committee of the Board of Directors. The members of the Committee are appointed by the Board of Directors and report to it. Its main object is the support of the Board of Directors. in shaping the Bank's business and capital strategy and in supervising its proper implementation. It also monitors the progress of the implementation of the Bank's strategic and important projects and transformation initiatives, guiding the relevant Executive Bodies.

Composition of the Strategic Planning Committee

Chairperson:

Dimitrios Dimopoulos, Chair, Non-Executive Member

Members:

Antonis M. Vartholomeos, Chief Executive Officer, Executive Member

Petros Fourtounis, Vice President, Non-Executive Member

Joseph Sifakis, Non-Executive Member

Damianos Charalampidis, Independent, Non-Executive Member

The Committee shall meet regularly, at least once a month and and in ad-hoc meetings whenever the Chairman considers it necessary and shall keep minutes of its meetings and shall report monthly to the Board on its proceedings.

The key responsibilities and the operating procedures of the Remuneration Committee are set out in its Rules of Procedure.