Proposals

Item One

To resolve upon the management report, the balance sheet and the individual and consolidated accounts for the 2025 financial year, the Corporate Governance Report, which includes a chapter on the remuneration of the management and supervisory bodies, and the Sustainability Report;

Volume I:

• 2025 Annual Report (ESEF version)
• 2025 Annual Report (PDF - unofficial version - unaudited)
• Corporate Governance Report

Volume II:

• 2025 Sustainability Report

Item Two

To resolve upon the proposal for the appropriation of profit concerning the 2025 financial year;

Item Three

To carry out the general appraisal of the company's management and supervision;

Item Four

To resolve on updating the Shareholder Distribution Policy;

Annex - Shareholder Distribution Policy

Item Five

To resolve on aspects of the remuneration framework for Members of the Management and Supervisory Bodies and, in particular, on:

1. Updating the Remuneration Policy for Members of the Management and Supervisory Bodies (including ratification of the Remunerations and Welfare Board decision regarding equity and alignment of welfare frameworks);
2. The variable component of the remuneration of the executive members of the Board of Directors.

• Annex item a) - Consolidated version of the Policy for the Remuneration of the Members of the Management and Supervisory Bodies identifying the changes.

Item Six

To resolve on the reduction of the Bank's share capital by up to €240,000,000.00 (two hundred and forty million euros), with the special purpose of cancelling own shares already acquired or to be acquired under the share buyback programme, involving the cancellation of own shares representing up to 8% of the total number of shares representing the share capital, as well as the related reserves, with the consequent amendment of Article 4(1) of the Articles of Association;

Item Seven

To resolve on increasing the Bank's share capital to €3,000,000,000, by incorporating the special reserve that may be set up under item Six of the Agenda, by the amount corresponding to the resulting share capital reduction and without issuing new shares, with the consequent amendment of Article 4(1) of the Articles of Association;

Item Eight

To resolve upon the proposal for ratification of the co-option of a member of the Board of Directors for the 2022/2025 term of office;

• Curriculum vitae of the co-opted director
• Declaration issued by the co-opted director in compliance with Article 30-A (3) and (5) of the LFCIFC
• Declaration issued by the Nominations and Remunerations Committee with the conclusions of the Fit & Proper Assessment Report on the co-opted director (Article 30-A(7) of the LFCIFC)
• Number of Bank shares held by the co-opted director (article 289 of the Companies Code)

Item Nine

To resolve on the election of the Board of Directors for the 2026/2029 term of office, including the Audit Committee;

• Curricula vitae
• Declarations issued in compliance with Article 30-A (3) and (5) of the LFCIFC
• Report of the Nominations and Remunerations Committee on the Collective Assessment of the Members Proposed to join the Board of Directors for the 2026-2029 Term of Office (Article 30A(7) of the LFCIFC)
• Table with the number of Bank shares held by the candidates (article 289(1)(d)) of the Companies Code).

Item Ten

To resolve on the election of the Remunerations and Welfare Board for the 2026/2029 term of office;

Curricula Vitae

Item Eleven

To resolve on the authorisation provided for in Article 5(1) of the Articles of Association, as well as on the amendment of the respective wording;

Item Twelve

To resolve on the acquisition and disposal of own shares and bonds;

Item Thirteen

To resolve on the resignation and election of the Chair of the General Meeting to hold office until the end of the current term of office (four-year period 2024/2027);

• CBGM resignation letter
• New CBGM curriculum vitae