ARTICLES OF ASSOCIATION 2019 - PancretaBank · “PANCRETAN CO-OP BANK. The company name and the trade name in English shall be respectively as follows: “PANCRETAN COOPERATIVE BANK

Pancreta bank Co-op/Articles of Association 1

ARTICLES OF ASSOCIATION 2019 OF PANCRETAN COOPERATIVE BANK

PREAMBLE

1.a. A Credit Cooperative under the company name “CREDIT DEVELOPMENT COOPERATIVE OF THE PREFECTURE OF HERAKLION” was established by the Constitutive Assembly of 19.07.1993, the Articles of Association of which was registered with the Registry for Cooperative Institutions of the Court of First Instance in Heraklion by means of Act no. 140/1993 of the Justice at the Court of First Instance in Heraklion. b. By a Board of Directors resolution dated 28.02.1994 of the above-mentioned Cooperative, its Articles of Association was amended and codified in a single text. It was further registered under the new company name “COOPERATIVE BANK OF HERAKLION LTD” with the Registry for Cooperative Institutions of the Court of First Instance in HERAKLION pursuant to Act no. 58/1994 of the Justice at the Court of First Instance in Heraklion, while pursuant to Act no. 2306/19-5-1994 of the Governor of the Bank of Greece, it was authorized to operate as a Credit Institution. c. By a resolution of the General Assembly of 11.12.1994, the Articles of Association of the Credit Cooperative was further amended and codified in a single text. From the date of publication of the Articles of Association with the Registry of the Court of First Instance in Heraklion, the Cooperative started to operate under the name PANCRETAN COOPERATIVE BANK LTD pursuant to the provisions of Law 1667/1986 and Law 2076/1992, and the legal framework applicable to Cooperatives and Credit Institutions. d. Following the above, PANCRETAN COOPERATIVE BANK LTD a legal entity in the form of a Civil Cooperative, forming a single legal entity with “CREDIT DEVELOPMENT COOPERATIVE OF THE PREFECTURE OF HERAKLION LTD” and “COOPERATIVE BANK OF HERAKLION LTD”, has succeeded to all the rights and obligations of theirs, and the management, the Supervisory Board and the employees shall continue ex officio to exercise their duties and tasks, and the Shareholders shall continue to hold the same rights and obligations as members of the PANCRETAN COOPERATIVE BANK LTD. 2. The full text of the Articles of Association of the said Credit Cooperative, amended and completed with all the amendments made from time to time, is codified in a single text as follows:

CHAPTER A ESTABLISHMENT- LEGAL NAME- REGISTERED SEAT- TERM- PURPOSE

ARTICLE 1

ESTABLISHMENT- COMPANY NAME- TRADE NAME-TRADEMARK 1. According the provisions of Law 1667/86 as currently in force, a Credit Cooperative is established under the company name “PANCRETAN COOPERATIVE BANK LTD” and under the trade name “PANCRETAN CO-OP BANK. The company name and the trade name in English shall be respectively as follows: “PANCRETAN COOPERATIVE BANK Ltd” and “PANCRETA ΒΑΝΚ CO-OP”. 2. The operation of the Cooperative shall be governed both by Law 1667/1986 and Law 2076/1992, and the relevant legal framework each time governing Credit Cooperatives and Credit Institutions, on the condition that the necessary requirements are met. 3. The Cooperative may use a “Trademark”, the choice and determination of which shall be made by the Board of the Directors. Any amendment to it, after its determination, may only be made by a resolution of the General Assembly.

ARTICLE 2

REGISTERED SEAT The Cooperative’s Registered Seat shall be in the Municipality of Heraklion whereas Branches and Agencies or offices may be established in the City of Heraklion or in any other city or village in Crete, or in Greece, according to its capital, and on the condition that the requirements of Law 2076/1992 and the requirements of Order No. 2258/2-11-93 of the Governor of the Bank of Greece as well as of any future orders to be issued by the competent authorities, are met.


ARTICLE 3 TERM

The term of this Cooperative shall be for an indefinite period.

ARTICLE 4 PURPOSE

1. The Purpose of this Cooperative is mainly financial and this Cooperative aims to the economic development of its members. 2. Fulfilment of the purpose is sought and achieved through the collaboration among all members, and through the development to the highest extent possible, of all the operations provided by law, the decisions of the Governor of the Bank of Greece and the relevant legal framework each time applicable. The purpose of the Cooperative is, according to the terms and conditions of its Articles of Association and the relevant legal framework each time applicable, as follows: a) The provision of loans or other credit to its members, or to third parties, for the development and

support of their operations as well as the coverage of their financial needs; b) The provision for its members of guarantees and securities to other credit institutions, but also to any

other individual or legal entity, and to the Hellenic Republic for the coverage of any type of credit facilities (loans, letters of bank guarantee, promissory notes etc.);

c) The provision to its members of technical and financial assistance and support for the development of their operations;

d) The provision of care, within the context of its purely credit purposes, for the professional, cooperative and cultural training of its members, as well as the satisfaction of the social and cultural needs of theirs;

e) The provision, within the context of its purely credit purposes, to its members of financial assistance to face unexpected needs related to health problems (health problems of theirs or of members of their families), to the education of their children, family purposes related to them or their children etc.;

f) The acceptance of deposits or other approved capitals and their management; g) The grant of credits including factoring; h) The entering into leasing agreements. i) Making of payments and transfers of funds; j) Issuance and management of payment instruments (Credit Cards, Travel Cheques, etc.); k) Transactions in the name of the Cooperative, or in the name of its members in the following forms: -Money Market Instruments (negotiable instruments, certificates of deposit etc.); -Foreign Exchange; -Forwards or financial interests; -Interest rate swaps and currency swaps; -Securities; l) The provision of consulting services to businesses as to capital structuring, business strategy and

other relevant issues, as well as services in the fields of merges and acquisitions, or takeovers; m) portfolio management or consulting on portfolio management; n) custody and management of securities; o) leasing of vaults; p) handling of operations related to exports or imports; q) The performance of secondary banking operations of intermediary nature and insurance brokerage

for the provision of insurance products, to the extent permitted by applicable laws and in general the legal framework in effect;

r) Money Broking; s) The collection and processing of commercial data, including customer credit rating services; t) Participation in companies in Greece and abroad; u) Brokerage as to the financing of companies or the cooperation between them or the coverage of

share capital through public offering or bond loans and representation of bondholders or other creditors. Brokerage in the provision of bancassurance products;

v) Purchase, sale, safe keeping, management or collection of negotiable instruments, securities (in trading or not), foreign exchange and currency;

w) Any other activity provided by the laws each time governing cooperative banks.


The above-mentioned list is indicative and non-exhaustive, within the context of the legal framework governing Cooperative Banks. 3. All the operations are being developed, and the purposes are being fulfilled within the context determined by the laws, the monetary and credit regulations each time in force (Orders and Directives issued by the Bank of Greece etc.), the Articles of Association of the Cooperative, its regulations as well as the Resolutions of its Board of Directors and the General Assembly, always on the condition that the required funds have been secured. 4. The development of all the above operations forms part of the purposes of this Cooperative, and their fulfilment will be gradually achieved upon meeting all legal requirements. 5. The Cooperative shall enter into transactions with its members, with other Credit Institutions as well as with the Hellenic Republic. Additionally, it may enter into transactions with non-members of the Bank under the terms and conditions provided by the law, the decisions of the Bank of Greece, and in general the relevant legal framework each time in force. 6. In order to fulfill its purposes, it may, when required, participate in companies active in the financial sector, or establish similar companies.

CHAPTER B MEMBERS- REGISTRATION- DELETION- RIGHTS- OBLIGATIONS

ARTICLE 5

MEMBERS OF THE COOPERATIVE 1. Members of this Cooperative may only be adults, on the condition that they have not been placed under guardianship, and fulfil the requirements of the law and these Articles of Association. 2. In addition, by a resolution of the Board of Directors, the Municipalities, Local Communities or other legal entities of private or public law may also become members of the Cooperative, according to the relevant Decisions of the Governor of the Bank of Greece and the Orders of the Banking Sector Commission, as each time in force. 3. Members of other cooperatives with the same seat and the same purpose, may not become members of this Cooperative.

ARTICLE 6

REGISTRATION OF NEW MEMBERS 1. For the registration of new members, they shall submit an application in writing to the Board of Directors. Applications may be submitted throughout the entire year. With the submission of the application the new shareholder accepts without any reservations the Articles of Association of the Cooperative, the Decisions of the General Assembly, the Regulations as well as the Decisions of the Board of Directors. The Decision about the acceptance or not of the membership application is made by the Board of Directors in its first meeting after the submission of the application. After acceptance of the application by the Board of Directors, the interested party is required to immediately pay the value corresponding to the mandatory share, and fulfill the financial obligations provided in the article 22§4 of these Articles of Association. Only after fulfillment of these financial obligations (share, contribution etc.) the Board of Directors will make its final decision regarding the registration of the new member, and the interested party will acquire the status of a member as to all its relations with the Cooperative, except for its participation in the General Assembly. 2. The registration of the new members is approved by the first General Assembly to be held after the final Decision of the Board of Directors. The new members shall participate in the works of the General Assembly having full rights, on the condition that the approval took place prior to the discussion of the other topics of the agenda. The same General Assembly shall also decide on the applications that were dismissed by the Board of Directors. The decision of the General Assembly, against which the person concerned may exercise all the legal remedies provided by law, shall be communicated to the interested party within twenty (20) days from completion of the works of the General Assembly.


The Cooperative shall mandatorily comply with a non-appealable Court Judgement concerning the registration of a new member, after the interested party has fulfilled its financial obligations provided in article 22 (share, contribution etc.). 3. In case an application is finally dismissed, the interested party shall be refunded without interest for all the amounts it has already paid for this purpose (right of registration, share etc.). 4. In case where, according to article 22§5, even a single cooperative share is transferred to a third person (non-member), the latter becomes a member as to all its relations with the Bank except for their participation in the General Assembly. This latter is acquired after the final approval of their application by the General Assembly according to article 6§2.

ARTICLE 7 DELETION OF MEMBERS

1. A member may be deleted because of: a) Voluntary departure. Any shareholder may request their deletion at the end of a specific accounting period upon request-declaration which should be submitted at least three (3) months prior to the end of the fiscal year of their departure. Transfer of the mandatory share shall be deemed as a voluntary departure according to article 22 of these Articles of Association. b) Exclusion. The shareholder may be deleted and excluded from the Cooperative upon Decision of the General Assembly which shall be taken according the quorum and the majority provided in article 20§§3,4 of these Articles of Association, if: ba) they run a business which has the same purpose with this Cooperative; bb) they delay the repayment of the loans provided to them by the Cooperative beyond a six -month period after the expiry date of such loan; bc) they delay the fulfilment of any other financial obligation for which they are responsible directly or indirectly, and for which enforcement proceedings have been initiated against them; bd) they have been convicted by a non-appealable court judgement, for infidelity (according the article 390 Criminal Code) as a member of the Board of Directors or as a member of any of the committees that has been appointed by the competent bodies of the Cooperative, the Board of Directors or the General Assembly, or as a liquidator or as an employee of the Cooperative. be) due to any breach of their obligations they have harmed the interests of the Cooperative. The exclusion is notified to the interested party with communication of the extracts of the relevant Decision of the General Assembly stating the reasons for such exclusion. Against this Decision the member may exercise all legal remedies provided in article 2§§6,8 of Law 1667/1986. The excluded shareholder shall be deleted from the list of the members of the Cooperative from the date the relevant decision of the General Assembly becomes final either due to expiry of the period over which legal remedies could be exercised or due to the publication of a non-appealable Decision of the competent courts dismissing the action. c) Death. The shareholder who passed away shall be automatically deleted from the Cooperative at the end of the period in which their death occurred. Until then, their heirs shall continue to hold the status of a member. Minors or persons not having the legal capacity to act on their own, shall be placed under guardianship, in this case only, according to the Law, while if there are more than one heirs, they shall all be represented by one of them upon authorization of the others or by court judgement of the competent courts. 2. The Shareholder who has submitted an application-declaration of voluntarily departure shall be deleted from the Cooperative upon repayment of the total amount corresponding to their cooperative shares. If, pursuant to para. 7 and 9 of article 2 of Law 1667/1986 and article 149 of Law 4261/2014, such repayment does not take place, and the shareholder still wishes to depart voluntarily, they shall submit a new application pursuant to the terms provided in para. 1a of the present article. The Shareholder until their deletion from the Cooperative upon repayment of all of their financial obligations, shall remain a member of the Cooperative and shall continue to have all the rights and obligations arising out of their capacity as member.


ARTICLE 8 RIGHTS OF THE SHAREHOLDERS

The members of the Cooperative have the right: 1. to participate in the General Assembly as well as in the bodies of the Cooperative if they fulfill the relevant requirements for each case. 2. to be informed for the course of the affairs of the Cooperative at their own expense and to receive copies of the Minutes of the General Assembly at any time, as well as copies of the balance sheet and the profit and losses account. 3. to participate in the net profits and in any other allowance in proportion to their shares and according to the terms each time in force.

ARTICLE 9 OBLIGATIONS OF THE SHAREHOLDERS

The members of the Cooperative shall, among other things,: 1. Participate and cooperate for the operation of the Cooperative and avoid any actions that could harm the interests and the reputation of the Cooperative and its members. 2. Pay in time to the Cooperative, the amounts due for their subscription right, the value of their shares, surplus, contributions etc. 3. Repay in time the loans provided by the Cooperative. 4. Comply with the Articles of Association and the Decisions of the General Assembly and the Board of Directors and protect by any legal means the interests of the Cooperative. 5. Pay to the Cooperative both the true expenses corresponding to the services provided to them as well as the commission determined by its competent bodies.

ARTICLE 10 COOPERATIVE LIABILITY OF THE MEMBERS

1. Each shareholder shall be responsible up to the nominal value of their shares for the obligations of the Cooperative that arose both before their subscription and during the period they were members thereof. 2. This claim shall be subject to time limitation, one (1) year after departure of the shareholder or completion of the bankruptcy or liquidation procedures in case of dissolution of the Cooperative.

CHAPTER C MANAGEMENT AND CONTROL BODIES

ARTICLE 11

BOARD OF DIRECTORS 1.a. The Board of Directors is responsible for the management of the Cooperative. It consists of nine shareholders who, without prejudice to paragraph 3 of this Article, shall be elected by the General Assembly, for a term of four years. A legal entity may also be a member of the Board. In this case the legal entity shall, prior to the Board being constituted into a body, appoint an individual for the exercise of the powers of the legal entity as a member of the Board. If, during the term of the Board, such individual has fallen within the impediments of article 12 para.4 of the present, or has resigned, deceased or has been rendered incapable to exercise their duties, the legal entity, member of the board of directors, shall appoint another individual for the exercise of its powers. The same individual may not be appointed by more than one legal entities. b. One of the members of the Board of Directors, shall be a graduate from a Higher Education School of Finance or an equivalent Institution from abroad, and shall have the necessary knowledge, and at least five years of experience in auditing and accounting issues; In case after the election, none of the persons of the nine member Board of Directors possesses the above qualifications, the person that has gathered the majority of the votes and possesses such qualifications, shall be elected mandatorily, while at the same time the number of the members of Board of Directors shall be increased accordingly. c. Two of the members of the Board of Directors shall be the persons provided by Article 13 of Law 4201/2014.


These two members shall be fully employed, shall manage the operations of the Cooperative and shall participate in the Board of Directors as Executive Members. 2. A representative of the employees of the Cooperative, who are not members and are employed permanently or under a contract of indefinite period shall participate to the Board of Directors according to Law 1667/1986 (Article 7§1), notwithstanding the number of the members provided in para. 1a of the present, if at the time of the notice of the electoral proceedings, they are more than twenty, and all the legal requirements as to their election are also met. 3. Each member of the Cooperative, holding shares bearing voting rights, the total nominal value of which exceeds 15% of the total nominal value of the cooperative stock with voting rights, shall have the right, under the following conditions, to: a) appoint one of the two persons of para. 1 (c) of the present who indeed manage the operations of the credit institution, and participate, as executive members, to its Board of Directors, on the condition that the latter has been approved by the Bank of Greece according to Article 83 of Law 4261/2014. This right may not be granted to more than one members of the Cooperative; Thus, in case there are more than one members holding shares granting voting rights the nominal value of which exceeds 15% of the total nominal value of the stock granting voting rights, the right provided in this article shall be granted to that member who holds the bigger percentage of cooperative shares bearing voting rights. In case more than one members of the Cooperative hold the same percentage of cooperative shares granting voting rights, this right is granted to the member who according to the provisions below, has been registered first with the members registry of the Cooperative. The person appointed as above may be revoked by the appointing member of the Cooperative, if the latter at the time of exercising of such revocation right holds shares bearing voting rights, the total nominal value of which exceeds 15% of the cooperative stock granting voting rights, only for material cause, in which case the latter shall be replaced by another person to be suggested by the said member. The right to replace such person shall only exist if a member has the right to appoint members of the Board of Directors according this paragraph, and at the time in question. The member of the Board of Directors that has been revoked shall cease to exercise their duties from the time the approval of his replacement by the Bank of Greece is being made known to the Cooperative. The member of the Cooperative that acquires this right shall cooperate adequately with the Nominees Commission of Article 8 §§4,5 of Law 1667/1986 in order to ensure that the person to participate in the Board of Directors, as an executive member, will have been indicated by such member and will have been approved by the Bank of Greece. b) appoint two (2) of the nine members of the Board of Directors of the Cooperative, in addition to the executive member referred to under (a) of the present paragraph, so that the overall appointed members correspond to one third (1/3) of the total number of the nine (9) members of the Board of Directors, as provided above. The said members of the Board of Directors shall have been approved by the Bank of Greece, based on their reliability, knowledge, skills and experience. The members of the Board appointed as per (b) above may be revoked at any time by the member that appointed them, and may be replaced by others, on the condition that such member at the time of exercising their right of revocation and appointment of a replacement, holds cooperative shares granting voting rights, the total nominal value of which exceeds at least 15 % of the total nominal value of all cooperative stock granting voting rights, and at the same time has the right to appoint members of the Board of Directors according to the present paragraph. The term of the members of the Board of Directors appointed as per paragraph 3 of the present article, shall coincide with the term of each current or newly elected Board of Directors. Since the appointment of the members of the Board of Directors, according to paragraph 3 of the present, by the member of the Cooperative to whom this right has been granted takes place before the election of the new members of the Board of Directors by the General Assembly, the latter shall solely elect the rest of the members of the Board of Directors, without the member, which has exercised the right of appointment of members of the Board of Directors as per paragraph 3 of the present, to participate in the election of the rest of the members of the Board of Directors. The member of the Cooperative that exercises the aforementioned right shall notify the Chairman of the Board of Directors of the Cooperative about the appointment of the members of the Board of Directors ten (10) full days prior to the meeting of the General Assembly, and shall not participate in the election of the rest of the members of the Board of Directors. If the appointment of the members of the Board of Directors as per paragraph 3 takes place during the term of the Board of Directors, which is when this right is granted to such member, the right of appointment of members of the Board of Directors shall be exercised either by replacing an equal number of resigned members of the Board of Directors or by increasing the number of the current members of the Board of


Directors. In case the member that has been appointed by the member of the Cooperative as per paragraph 3 of the present falls out of their position for any reason whatsoever, has resigned, deceased or has been rendered incapable of performing their duties, such member shall be replaced by the member of the Cooperative who had the right to appoint them, if such member held at the time of exercising their right of replacement, cooperative shares granting voting rights the total nominal value of which exceeds at least 15% of the total nominal value of the cooperative stock granting voting rights and, in addition had the right to appoint members of the Board of Directors according to the present paragraph; otherwise such member will be replaced by the first in order alternate member. In case of an amendment to the number of the members of the Board of Directors, the special ratio of representation provided in paragraph 3 of the present shall be strictly maintained. In order for a member of the Cooperative, that meets the requirements of the present paragraph, to be granted the right of appointing members of the Board of Directors, as above, a prior resolution of the Board of Directors is required, upon request of the said member, whereby it will be ascertained whether such member meets the requirements provided in paragraph 3 of the present, along with a respective agreement with such member. The decision for the provision of the right to a member of the Cooperative according to which they can appoint the members of the Board of Directors, shall be uploaded without delay on the web page of the Bank, shall be announced to the Bank of Greece and shall be made known to the next General Assembly of the Cooperative. If the right to appoint members of the Board of Directors has been granted to a member of the Cooperative upon decision of the Board of Directors, such a right may not be granted to another member of the Cooperative, even if they meet the requirements of the present paragraph, for as long as the members of the Board of Directors who have been appointed according to the procedure outlined in the present paragraph, participate in it. If a member of the Board of Directors that has been appointed as per the present paragraph, falls out of their position for any reason whatsoever, has resigned, deceased or has been rendered incapable of performing their duties, and the member of the Cooperative who appointed them does not meet, at the time of such replacement, the requirements of the present paragraph for the appointment of their replacement, such replacement shall be made by the member of the Cooperative whose total nominal value of cooperative shares granting voting rights exceeds at least 15% of the total nominal value of the cooperative stock and, in addition, owns the greatest percentage of the cooperative stock granting voting rights, as per the present paragraph, upon decision of the Board of Directors, which certifies that the right of appointment of members of the Board of Directors is granted to the member of the Cooperative mentioned in the said decision, provided that they have submitted such a request. Otherwise, the vacancy shall be replaced by the alternate members of the Board of Directors that had been elected by the General Assembly. 4. For the participation in the election process, the nominees shall, after the proclamation of the election and at least thirty (30) days prior to the determined day of the meeting of the General Assembly, submit a written application to the management of the Cooperative and pay the respective fee, the amount of which will be determined by the Board of Directors. 5. A Nominee Committee shall be formed within the Cooperative, consisting of three members to be elected by the General Assembly. The term of the members of the Nominee Committee shall be for one year longer than the term of the members of the Board of Directors. A person who holds a position with executive responsibilities at the credit Cooperative that functions as a credit institution may not at the same time participate at the aforementioned Nominee Committee. The work of the Nominee Committee is the drafting of a list with all the nominee executive members of the Board of Directors, provided in paragraph 1 (c) of the present, who shall not necessarily be members of the Cooperative. The nominees shall meet the suitability criteria each time applicable, as such are defined by law and the relevant decisions of the Bank of Greece. At least two (2) months prior to the General Assembly of the members of the Cooperative, where one or more members of the Board of Directors are going to be elected, the list shall be submitted to the Bank of Greece for preventive supervisory evaluation and approval of the suitability of the nominees. The list shall contain at least double the number of the members to be elected. If certain of the nominees are deemed as unsuitable by the Bank of Greece and the number of the nominees deemed as suitable falls below double the number of the members to be elected, the Nominee Committee, shall within fifteen (15) days from receiving the notification of the negative evaluation of the Bank of Greece, submit an additional list of nominees. Such procedure shall be repeated until at least double the number of the persons to be elected, are deemed suitable.


6. Membership at the Board of Directors is honorary and unpaid. By way of exception, and upon resolution of the General Assembly: a) Compensation may be provided to the members of the Board of Directors, proportionately to the time of their involvement or work that, upon decision of the Board of Directors, they will be asked to offer; such decision of the Board of Directors to also determine the travel costs and accommodation expenses related to the affairs and activities of the Cooperative. Such compensation shall not be deemed as salary, nor does it give rise to rights or entitlements under the provisions of the labour or insurance legislation. b) the full –time executive members of the Board of Directors, provided in par. 1 of Article 13 of Law 4261/2014 and par.1c of the present, may enter into labour contracts for a fixed period of time, which will determine their tasks and salaries, and the term, thereof. 7. If the Financial Stability Fund grants a capital strengthening to the Cooperative within the framework of recapitalisation and according to the terms and conditions of Law 3864/2010 as modified by article 1 of Law 4340/2015, it will exercise, without limitation, the rights provided in Law 3864/2010, and the member it might appoint, will participate at the Board of Directors irrespective of the number of members provided in paragraph 1 of the present.

ARTICLE 12

CONSTITUTION – IMPEDIMENTS – PARTICIPATION AT THE BOARD OF DIRECTORS 1. Upon invitation of the member that got the majority of the votes, the Board of Directors is convened and elects, by secret vote, the Chairman, Vice Chairmen A and B, the Secretary and the Treasurer. After its constitution into a body, as per the above, the Board of Directors upon a decision of the same shall assign to one of its executive members provided in para. 1 (c) of the previous article, the exercise of the duties of the CEO as such are determined in the organization chart of the bank and the decisions of the Board of Directors. The Chairman of the Board of Directors may not at the same time exercise the duties of the CEO unless this has been approved by the Bank of Greece or the capital markets commission. By the same decision, it shall also determine the duties of the second executive member provided in para. 1 (c) of the previous article, and shall provide to these two executive members the required authorisations for the exercise of their duties. The following committees shall also be constituted upon decision of the Board of Directors: a) The three member control committee provided in article 44 of Law 4449/2017 and the Act of the Governor of the Bank of Greece no. 2577/2006, consisting of the Chairman who is an independent non-executive member with satisfactory knowledge in accounting and auditing and the members who are non-executive. The decision of the Board of Directors shall be brought for approval to the next General Assembly. Until then, the committee shall exercise its duties as normal. b) The risk management committee provided in article 68 of Law 4261/2014 and the Act of the Governor of the Bank of Greece no. 2577/2006, c) The remuneration committee provided in article 87 of Law 4261/2014 and the Act of the Governor of the Bank of Greece no. 2650/2012, d) The executive committee provided in Chapter IV-Unit B para. 2.4.2 of the Act of the Governor of the Bank of Greece no. 2577/2006. 2. If the Board of Directors is not convened within five (5) days because of negligence etc of the first in order elected member, the relevant responsibility is transferred to the second in order elected member, who shall immediately invite the Board to be convened and be constituted as a body. 3. Any person that is related to any of the members of board of Directors by blood or by marriage up to second degree, may not be a member of the Board of Directors. 4. A member cannot submit an application of candidature, and cannot participate at the Board of Directors if: a) They work at the Cooperative under any employment relationship except for the cases provided in paragraph 1(c) and paragraph 2 of article 11 of the present, or if they exercise an individual or corporate activity similar to the purposes of the Cooperative, or if they are a member of management bodies, or employee of other agencies, which exercise tasks similar to the activities of the Cooperative, and in general, if the individual falls into the provisions excluding them from being a member of the Cooperative (article 7, par. 1b of the present). b) They have been convicted by means of a non-appealable court decision, for theft, embezzlement, infidelity, forgery, fraud, crimes related to currency, money laundering, usury and any felony. c) They are, due to unpaid loans, or other financial debts, in dispute with the Cooperative before any Criminal – Civil or Administrative Court.


d) Either the member or their wife/husband or their relatives by blood or by marriage up to second grade, or their personal business or the company in which they participate or where they participate as members of the board of directors, or are administrators or representatives or where they are partners or shareholders with a percentage above 5% , have due and payable instalments for loans or credits to the Cooperative, or have taken loans and/or credits without fulfilling the requirements related to the provision of loans and credits, as provided in article 36 paragraph 1(a), 1(b) of the present Articles of Association. e) There are entries against them in the Tiresias lists of debtors (Banking Information Systems Anonymous Company) or of any other agency that will replace the latter, for unpaid checks, promissory notes or unpaid payment orders that in total exceed the number of 10. f) They do not have a high school diploma or a diploma of another equivalent educational institution from Greece or from abroad. The member who wishes to be a nominee shall submit along with their application of candidature, a copy of their criminal record, a note from the competent bank department certifying that they do not fall within the impediments provided in paragraph 4 of the present, and a declaration stating that they do not fall within any of the aforementioned impediments. If they fall into any of the aforementioned impediments for candidature and participation during their term, such member shall fall out of their position, upon decision of the Board of Directors that will be acknowledging the existence of such impediment, and shall be replaced by the next in line alternate member. The aforementioned decision is subject to its ratification by the following General Assembly. g) In case of an application for nomination and participation to the Board of Directors submitted by a legal entity, member of the Cooperative, the members of its Board of Directors or its administrators shall also not fall within the above impediments. 5. When discussing issues related to the member itself, their spouse or relatives by blood or by marriage up to the second grade, a member may neither participate nor vote in such meeting of the Board of Directors.

ARTICLE 13 RESPONSIBILITIES OF THE BOARD OF DIRECTORS – LIABILITY OF ITS MEMBERS

1. The Board of Directors is responsible for every action related to the management and the representation of the Cooperative, as well as the management of its assets. It shall also decide, in general, on any issue concerning the Cooperative within the context of its purpose, with the exception of those issues that, according to the law or the Articles of Association, fall within the exclusive responsibility of the General Assembly. 2. The Board of Directors may by a resolution, transfer its responsibilities, to its Chairman, Vice Chairman, Collective Bodies (Committees), or to other members, to a General Manager of the Cooperative, to Managers, Heads of Departments or employees of the Cooperative. By the same resolution, it shall define the responsibilities to be transferred and the right for further transferring of the same, to employees of the Cooperative. 3. Upon resolution of the Board of Directors, the Cooperative shall be represented before courts or any Administrative Authority, either by the Chairman of the Board of Directors, or by the Vice Chairman, or by the General Manager, or by the Legal Counsel, or by other cooperating lawyers. Furthermore, for the filing of a lawsuit, of a waiver thereof, of a statement by a person entitled to seek compensation according to civil law before the criminal courts either during the pre-trial procedure or before the court, and waiver thereof, as well as in all cases where personal presence before a court, a prosecutor or other judicial authority is required, except for the above mentioned persons, the Managers, Heads of Departments or employees of the branches may legally represent the Cooperative for issues related to their branches, upon decision of the Board of Directors. 4. Indicatively, but not limited to, the responsibilities of the Board of Directors, shall also include the following, always within framework of the law, the Articles of Association, the decisions of the General Assembly and the Regulations,: a) Recruitment – Dismissal – Salary etc. of personnel b) Registration – Deletion of members c) Convention of the General Assembly d) Determination of the terms and conditions for the acceptance of deposits e) Determination of the terms and conditions for the provision of loans f) Determination of the surplus of the cooperative share for new coming members g) Determination of the value of the cooperative share for departing members


h) Drafting of the annual budget and the balance sheet along with the profit and loss account for each fiscal year. Submission of the above to the General Assembly. Approval during the year of the necessary adjustments to the budget for the proper functioning of the Cooperative. i) Purchase of machinery, furniture and other movable and immovable assets, and of consumable or non-consumable goods for the needs of the Cooperative. j) Establishment of branches and agencies after conducting a sustainability research. k) Notification of the competent authorities about any amendments to the management bodies of the Cooperative (Law 1667/86, article 7, paragraph 1), as well as the provision of every piece of information provided by law. 5. The members of the Board of Directors that are in breach of their duties, as such are provided by law, by the Articles of Association and by the decisions of the General Assembly, shall be responsible towards the Cooperative, the shareholders and the lenders for the losses incurred because of their actions or omissions. The members of the Board of Directors shall be equally responsible for any damage caused to the Cooperative, during the exercise of their duties.

ARTICLE 14 MEETINGS OF THE BOARD OF DIRECTORS

1. The Board of Directors shall convene at the seat of the Cooperative at least once a month, and at any time it is deemed necessary, by the Chairman or, in the event of an impediment on his part or in his absence, by his duly authorized substitutes, or upon request of at least three (3) of its members. In any case, the invitation or request for the convention of Board of Directors shall also include the agenda to be discussed. 2. Τhe Board of Directors is in quorum and convenes validly, when half plus one of its members are present. Representation of a member is not permitted. Participation in the meeting by teleconference is allowed for only up to three of its members. 3. The Chairman presides over the meetings and, in the event of an impediment on his part, or in his absence, the Chairman shall be replaced by the Vice- Chairman A or B, or by the oldest in age member present if the Vice- Chairmen are also absent. Decisions are taken by majority vote of those present. In the event of a tie, the vote of the Chairman of the Board of Director shall prevail. 4. The Secretary shall be responsible for recording the decisions at the minutes of the Board of Directors; the minutes shall be signed by all members of the Board of Directors that were present at the meeting. When a member disagrees with a decision, they may request that their opinion be included in the minutes. If a member refuses to sign the minutes, this shall be recorded in such minutes, which shall then be signed only by the rest of the members of the Board of Directors. 5. The each time competent General Manager shall also be invited to and participate in the meetings of the Board of Directors, without having the right to vote. 6. When a member fails to participate in three consecutive ordinary meetings of the Board of Directors, for no reason, they shall automatically fall out of their position and at the next meeting, the other members shall confirm such failure of his to attend and fill in the vacancy with the first alternate member.

ARTICLE 15 DUTIES OF CHAIRMAN – VICE CHAIRMAN - SECRETARY- TREASURER

1. The Chairman of the Board of Directors: a) Shall represent the Cooperative before the courts and in extra-judicial procedures, and together with the secretary or the cashier in cases involving management of the finances, and shall sign the documents of the Cooperative, unless it is otherwise decided by the Board of Directors. b) Shall procure and ensure the proper functioning of the Cooperative’s Services and the proper implementation of due processes on any occasion, as well as the observance of the regulations and decisions of the competent bodies of the Cooperative. c) Shall convene the meetings of the Board of Directors and shall chair such meetings, introducing the topics of the agenda and providing all necessary clarifications or information as to such topics of the agenda.


2. Vice- Chairman A, and in case of an impediment or absence of the latter, Vice- Chairman B shall replace the Chairman to the full extent of their duties, in the event of an impediment or absence of the latter. 3. The Secretary: Shall ensure that the minutes of the Board of Directors are properly recorded, and that the minutes of the General Assembly are duly kept. 4. The Treasurer: Shall procure and ensure the proper functioning of the affairs of the Cooperative related to its monetary and its financial management in general.

ARTICLE 16

SPECIAL PROVISIONS FOR THE MANAGEMENT BODIES The Chairman or the Vice- Chairman of the Board of Directors, when the former is impeded or absent, shall be the one responsible to introduce an issue for discussion to the meeting of the Board of Directors. Especially at the Board of Directors, such introductions of topics may also be made by other members or by an employee of the Cooperative that will have been determined by the Chairman. When the convention of the meeting does not take place upon initiative of the Chairman or his alternate, the introduction of issues for discussion shall made by the persons who have requested the meeting and determined the issues to be discussed. 2. The duties of the Secretary of the Cooperative shall be performed by an employee of the Cooperative designated by a decision of the Board of Directors upon the recommendation of its Secretary. 3. Copies or extracts of the minutes of the Board of Directors shall be certified by the Chairman or their Alternate. 4. In the event that the position of a member of the Board of Directors or that of the representative in a Union or Federation, is vacated for whatever reason, such position shall be covered immediately by the first alternate, until the last one on list is appointed.

CHAPTER D GENERAL ASSEMBLY

ARTICLE 17

CONSTITUTION- DUTIES OF THE GENERAL ASSEMBLY 1. The General Assembly of the Cooperative shall consist of all the members of the Cooperative that convene in a regular or extraordinary meeting in accordance with the law, it is the supreme body of the Cooperative, and shall decide on all matters of the Cooperative. 2. The General Assembly has the exclusive power to decide on: a) the amendment of the Articles of Association. b) the merger, extension of the term, dissolution and revival of the Cooperative. c) the approval of specific working and staff regulations. d) the participation in or exit from a company. e) the general terms of the Cooperative's activity, according to its purpose. (f) the approval of the balance sheet and the profit and loss account. g) the election and discharge of the members of the Board of Directors and of the representatives of the Cooperative in secondary Cooperative organizations, from their liability. h) the imposition of contributions to the members for dealing with extraordinary losses or in other exceptional situations. i) the approval of the annual budget. (j) the approval of the decision of the Board of Directors whereby the three-member Audit Committee of Article 12 (1) of the present Articles of Association, was appointed. k) the approval of requests of the shareholders for the return of the value of their cooperative shares, mandatory and non-mandatory ones, due to their departure or exclusion, as well as any other case of repayment of the cooperative shares under the conditions set out by the Bank of Greece pursuant to paragraph 5 of article 27 of Law 3601/2007 and the conditions set out in in paragraphs 7 & 9 of art. 2 of Law 1667/1986 and Article 40 of these Articles of Association. (l) the allocation of the amount, which the Bank of Greece or the General Assembly has approved in order to be disposed for the repayment of the value of their shares, to all shareholders who have the relevant right and in proportion to their shares.


Such allocation shall be made in the following way: The amount approved will be divided, in order to be disposed, by the value determined and attributed for each share, in accordance with Article 10 of the present Articles of Association. Then the quotient of this division will be divided by the total number of shares for which repayment is required. According to the quotient of this division, the allocation will be made to the shareholders who have the relevant right and according to the shares each one of them holds. If fractionation occurs during the allocation, such share shall not be reimbursed if its fraction does not exceed the percentage of ½.

ARTICLE 18

CONVENTION- PARTICIPATION OF MEMBERS ETC. The General Assembly shall be convened by the Board of Directors and shall meet regularly at the seat of the Cooperative at least once a year, within the applicable time limits provided by law. In particular, for the election of the members of the Cooperative's bodies, the Board of Directors may designate, by decision, voting stations at the seat of its branches. The General Assembly shall meet as a matter of urgency whenever is convened or requested so by the Board of Directors or by 1/10 of the members of the Cooperative, defining at the same time the issues to be discussed. The same number of shareholders (1/10) may, in view of a General Assembly meeting, request from the Board of Directors to include specific issues in the agenda that will be subject to decision-making. The relevant request in this case should be submitted in writing at the Board of Directors at least fifteen (15) calendar days prior to its invitation. 2. If the Board of Directors does not convene within the fifteen (15) days provided above, the General Assembly or does not include in the agenda of the meeting the issues to be discussed, the persons concerned may resort to the competent court that shall give a ruling in this respect. 3. Each shareholder has the right to participate in the General Assembly and vote on the issues included in the agenda and on any other matter that is lawfully subject to voting in the General Assembly, according to the votes corresponding to their cooperative shares bearing voting rights, subject to the limitations mentioned below, based on the fact that each cooperative share grants one vote. However, no shareholder, regardless of their shares granting voting rights may exercise at the General Assembly voting rights exceeding 33% of the total votes of all shareholders, based on their cooperative shares with voting rights, at the time of exercising their voting rights. If the shareholders participating in the General Assembly, have voting rights that exceed 5% of the total number of the votes as per the day prior to the convention of the General Assembly, such shareholders are not entitled to exercise at the General Assembly, a percentage of voting rights that cumulatively amounts to more than 50% of the total voting rights of all the shareholders, on the basis of their cooperative shares bearing voting rights. For this purpose, the voting rights of the shareholders whose voting rights exceed 5% of the total number of votes, shall be reduced proportionately, so that the voting rights to be exercised at the end be up to 50%. If, for whatever reason, the number of cooperative shares granting voting rights is altered, the voting rights that may be exercised shall be calculated based on the number of the cooperative shares granting voting rights, existing at the time of exercise of the voting rights. Each member of the cooperative bank holding more than 5% of the total number of votes is considered to exercise material control over the management of the bank and shall be subject to the provisions of Law 4261/2014 on the individuals who hold a special participation in credit institutions (pursuant to Article 23). The above quantitative restrictions do not apply to the Financial Stability Fund. 4. Each shareholder may ans shall only participate to the General Assembly in person. 5. The Legal Entities that are members of the Cooperative, may participate at the General Assembly via their legal representatives, or representatives which are authorized to do so by the Board of Directors or another competent body. 6. A representative of the cooperative organization of which the Cooperative is a member, may be present at the General Assembly.


ARTICLE 19 INVITATION-AGENDA

1. The invitation for the General Assembly shall clearly indicate the date, the day, the time and the place to be convened, as well as the topics of the agenda. 2. The invitation, whether for the ordinary or the extraordinary meetings, shall be notified to the shareholders seven (7) days prior to the date of the General Assembly by posting the same to the website of the Cooperative.

ARTICLE 20

ELECTION OF THE CHAIRMAN-QUORUM-DECISION MAKING 1. At the beginning of the meeting, the Chairman and the Secretary of the General Assembly are elected by the members. Until the election of the Chairman, his duties are exercised by the Chairman of the Board of Directors or, in case of his absence, by the Vice-Chairman A or B or a member of the Board of Directors or, if no one is present, by a member of the Cooperative designated by the Assembly. The Chairman and the Secretary of the General Assembly shall appoint from among those present two shareholders, who will be keeping the minutes, and the required number of tellers - who will remain in the Assembly throughout its duration - so that at least two (2) of them be present at each ballot. Both the Chairman and the Secretary of the General Assembly, as well as the shareholders, who keep the minutes, and the tellers, cannot be candidates for any position during the election procedures. 2. The General Assembly is in quorum and meets lawfully, when at least half of the members of the Cooperative are present at the beginning of the meeting. If there is no quorum, the General Assembly shall convenes again after seven (7) days, without any other invitation, at the same place and the same time, and shall decide on all the issues of the initial agenda, if at the beginning of the meeting one fifth (1/5) of the members of the Cooperative is present. If there is no quorum again, the General Assembly shall meet again after seven (7) days, without any other invitation, at the same place and at the same time, and shall decide on all the issues of the initial agenda, if at the beginning of the meeting three per mille (3 ‰) of the total number of members of the Cooperative are present. 3. For decision making on the amendment of the Cooperative's purpose or seat, the change of the value of the share or the liability of the shareholders, the exclusion of a shareholder, the extension, dissolution, revival, merger of the Cooperative or any change in the way that the profits are distributed, the way of election of the members of the bodies of administration (paragraph 8 of the same article) and the revocation and replacement of members of the Board of Directors and the representatives in the Union or Federation of Cooperatives, the Assembly is in quorum when at least half plus one (1) of its members are present. In case of a repeated Assembly on the same topics, at least one-third (1/3) of the members are required. In the second repeated Assembly on these matters, when the total number of the Cooperative’s members is more than one thousand (1000), a quorum exists if at least four hundred (400) members are present. 4. The decisions of the General Assembly shall be made by an absolute majority of the number of votes of the voting members. Particularly in the matters of par. 3 of this article decisions are taken by increased majority of four-fifths (4/5) of the votes of the members who constitute the quorum of the General Assembly and took part in this vote. With regard to the decision for the change of the seat of the Cooperative, an increased majority of four-fifths (4/5) of the total votes, and a majority of 2/3 of the members that took part in this vote, are also required. 5. The General Assembly discusses and decides on matters included in the agenda. If all the shareholders are present, the General Assembly may also decide on issues which are not included in the invitation. In this case, the debate on these issues should be postponed at the request of one twenty (1/20) of the members, but not less than three. 6. The members of the Board of Directors do not have the right to vote on matters of their discharge from their liability. Moreover, a shareholder does not have the right to vote on issues related to their exemption from their obligations towards the Cooperative or on the conclusion of a contract with the Cooperative. 7. The voting procedures in the General Assembly take place either by hand or by roll call or by ballot papers. Especially for issues related to the elections, trust, exemption from liability, approval of the financial statements and the balance sheet, and for personal matters, the voting procedure is secret. In case of a tie, the voting procedure is repeated and if the same result is repeated, the decision is postponed. In order to facilitate the voting and the secure assessment of its results, an envelope will be


given to the member, before the beginning of the General Assembly, the external part of which shall clearly state the number of votes that each member has for their participation in the General Assembly. 8. The elections for the appointment of the members of the Board of Directors of the Cooperative and its representatives to a Union or Federation of Cooperatives where the Cooperative may participate, shall be carried out by a three-member election committee elected by the General Assembly of the members. This committee shall have the responsibility for the overall holding of the elections, the collection, issuance and validation of the finals results. The decision of the Board of Directors that declares the elections shall also determine the voting stations which, at its discretion, are necessary for the smooth conduct of the voting. The voting stations may also be located at the seat of the Cooperative's regional premises and a judicial representative shall be present at each one of them, who shall be appointed by the Head of the District Court of First Instance of the region where the seat is located and where each of the voting stations will operate. In the absence of a sufficient number of judicial personnel, lawyers may be appointed for this purpose upon a proposal of the Bar Association. In order to facilitate the procedure of the elections, the electoral committee is appointed by a three-member committee in each voting station. Candidates of the Board of Directors, the Union or the Federation of Cooperatives cannot participate in the electoral committee. The departing Board of Directors is competent for the approval of the candidatures, the drafting of the ballot papers and the preparation of the elections. The election of the members of the Board of Directors including, subject to the provisions of article 11 paragraph 3, of the two (2) executive members of article 13 of the Law 4261/2014 as well as of the representatives at a Union or Federation of Cooperatives, is made with a unified ballot paper for each case. In this unified ballot paper, the advisor candidates who will take seven (7) positions within the Board of Directors, are indicated first in an alphabetical order, and then under the headline “candidates for executive members of the Board of Directors”, the candidates who are included in the list of the Nominees Committee and whose candidature has been approved by the Bank of Greece, are indicated in an alphabetical order. Each candidate, upon their arrival will be receiving from the three-member committee of every voting centre a ballot paper and an envelope corresponding to the votes each one has. Then, the corresponding number of votes that he gave in that particular voting procedure will be written down at the voting protocol so that the total number of envelopes that shall be in the ballot box be found, and so that the electoral result be safeguarded. Based the applications submitted according to par. 3 of article 11 and par. 3 of article 40, the names of the candidates who meet the conditions for election shall be entered in alphabetical order in the unified ballot paper of each body. The unified ballot papers, one for the Board of Directors, and one for the Representatives in a Union and a Federation of Cooperatives are handed over to the shareholders who have gathered to vote. A Shareholder may vote up to 2 candidates from the non-executive members for the Board of Directors and up to one (1) candidate from the executive members by placing a cross of preference next to the name of the candidate. Without prejudice to paragraph 3 of article 11 of these Articles of Association, the members of the Board shall consist of the first two (2) of the executive members that got elected and the other seven (7) candidates who won the most votes in the order they got elected. For each Organization of Credit Cooperatives (Union-Federation, etc.), the number of the representatives to be elected is provided in the statutes of these Organizations; such representatives are elected in the order of preference according to the votes they gathered and here the shareholder may put up to two (2) crosses of preference for the candidates for each organization. Additionally, an equal number of alternate members or alternate representatives are elected for the Board of Directors including, without prejudice to paragraph 3 of article 11 herein, the two (2) executive members of article 13 of Law 4261/2014 and the representatives of each Union or Federation. The alternate members of the Board of Directors including, with prejudice to paragraph 3 of article 11 herein the two (2) executive members of article 13 of Law 4261/2014 as well as the Alternate Representatives, shall cover, according to par. 4 of art. 16 of the present, the relevant vacancies of the members, and shall continue their term until the next elections or termination in any way thereof. In the event of a tie, a drawing lot shall be organized.


CHAPTER E CAPITAL OF THE COOPERATIVE

ARTICLE 21

ORIGIN OF CAPITAL

1. The capital of the Cooperative consists of: a) Cooperative shares b) Statutory reserve c) Contingency reserves d) Special reserves e) Any kind of donations, subsidies, etc. 2) In addition, the Cooperative may, within the context of the current institutional framework, collect funds from deposits or through lending.

Article 22 COOPERATIVE SHARE

1. Each Shareholder is subscribed for a mandatory cooperative share. However, they have the right, beside the mandatory one, to acquire an unlimited number of non-mandatory shares. 2. The Mandatory and non-mandatory shares are of equal value and produce the same rights and obligations with the exception of the limitations of paragraph 3 of article 18 hereof. 3. The nominal value of each cooperative share was initially set to the amount of two hundred thousand drachmas (200,000) 3.1 Pursuant to a resolution of the Extraordinary General Assembly of the Shareholders dated 1.9.1997, the nominal value of the share decreased to fifty thousand (50.000) drachmas, and each previous nominal share to the amount of two hundred thousand (200.000) drachmas was exchanged with four (4) new nominal shares of a nominal value of fifty thousand (50.000) drachmas each. 3.2 Pursuant to a resolution of the General Assembly of the Shareholders dated 14.5.2000, the nominal value of the share decreased from fifty thousand (50.000) drachmas to twenty five thousand (25.000) drachmas and each previous nominal share to the amount of fifty thousand (50.000) drachmas was exchanged with with two (2) new nominal shares of a nominal value of twenty five thousand (25.000) drachmas each. 3.3 Pursuant to a resolution of the General Assembly of the Shareholders dated 13.5.2001, the nominal value of the cooperative share, was converted, in accordance with the provisions of Law 2842/01, from twenty-five thousands drachmas (25,000) to seventy-three euros and thirty-seven cents (73,37), effective from 1/1/2002. By the same resolution the nominal value of the cooperative share was increased to seventy five euros (75). The difference of one euro and sixty three cents (1.63) per share, was decided to be covered by a corresponding reduction to the reserves formed by the par value to be received at the time of disposal of the cooperative shares to the members. 3.4 Pursuant to a resolution of the Extraordinary General Assembly of the Shareholders dated 7.9.2003, the nominal value of the share decreased from seventy five (75) euros to thirty seven euros and fifty cents (37.50) and each previous cooperative share of a nominal value of seventy-five (75) euros was exchanged with two new nominal shares of a nominal value of thirty seven euros and fifty cents (37,50). 3.5. Pursuant to a resolution of the General Assembly of the Shareholders dated 4.7.2015, the nominal value of the share was decreased from thirty seven euros and fifty cents (37,50) to twenty euros (20). 3.6 Pursuant to a resolution of the Extraordinary General Assembly of the Shareholders dated 19.11.2015 the nominal value of the share was decreased from twenty euros (20) to five euros (5). 3.7 The cooperative share is indivisible and equal for all the shareholders and is repaid immediately and in accordance with the decisions of the Board of Directors. 4. Each subscribed shareholder, upon submission of their application, shall pay, in addition to the value of the shares: (a) A contribution proportional to the net assets of the Cooperative, determined in accordance with Article 23 of the present. (b) A special contribution that might have been determined by the General Assembly or any other body to cover extraordinary losses or other needs of the Cooperative. (c) By way of exception to the obligations laid down in subparagraphs (a), (b) and (c) above, all newly subscribed members that got subscribed by 31-3-2016, within the framework of the recapitalization of the


bank, pursuant to paragraph 8 of Article 5 of Law 1667/1986, as added by paragraph 3 of Article 5 of Law 4340/2015, shall pay only the value of the cooperative share to be determined as disposal price by the Board of Directors upon authorization of the General Assembly. 5. Cooperative shares (the mandatory and non-mandatory ones) may only be transferred to a Shareholder. Transfer to a third party is only possible upon consent of the Board of Directors, which is not provided if the conditions required for the admission of a third party to the Cooperative as a shareholder, are not met. Such transfer shall be made by written agreement and shall be effected by its registration with the Register. The consent of the Board of Directors is not required for the acquisition of cooperative shares by the regulated market of paragraph 10 of article 2 of Law 3606/2007. 6. Where, according to the procedure of the preceding paragraph, the shares are transferred to a person not holding the one mandatory share provided above, the right of their subscription as a member shall also be paid to the Cooperative. All transfers of shares to newly subscribed members who subscribed by 31-3-2016, within the framework of the recapitalization of the bank, and all transfers of shares to members, their children of age or grandchildren, as well as all transfers between spouses shall be exempt from the obligation of payment of the subscription right. It concerns both relatives by blood or by marriage. 7. The cooperative share may be inherited and bequeathed. When the heirs are more than one, one of them, the one who meets the qualifications for subscription to the Cooperative may succeed the deceased; such heir to be determined by a statement of the others. If the deceased Shareholder had more than one cooperative shares and there are more than one heirs meeting the requirements and wishing to be subscribed as members of the Cooperative, it is possible that an equal number of members to the number of the inherited shares are subscribed. In this case, the exception from the payment of the subscription right shall also be applicable. In case the heirs do not acquire the status of the shareholder, the value of the cooperative shares, either the mandatory ones or the non-mandatory ones that the deceased held, shall be paid to them, upon approval by the Bank of Greece, pursuant to article 149 of Law 4361/2014 and without prejudice to para. 7 and 9 of article 2 of Law 1667/1986 and article 39 of the present Articles of Association. 8. The cooperative share may not be subject to confiscation for debts of the shareholders to third parties. 9. The Bank has the right to issue nominal bonds. It is possible to convert these bonds to cooperative shares, subject to the provisions of paragraph 3 of Article 3 of Law 1667/1986 and the provisions of paragraphs 2 and 8 of the present article. In order to determine the conversion price of the bond to a cooperative share, the relevant provisions of Law 1667/1986 on the acquisition of cooperative shares and the Bank's Articles of Association shall be applicable. The conversion right of the above bonds into cooperative shares may also be exercised by any other person designated by the bondholder either at the time of acquisition of the bond or at a later time, prior to its expiration, upon a relevant written application - statement sent to the bank. At the time of acquisition, by the said person, of the status of the Shareholder, the conditions laid down in Law 1667/1986 for the acquisition of the status of a member of the cooperative, shall be met, in combination with the relevant provisions of the Bank's Articles of Association. Therefore, the Shareholders are allowed to also acquire bonds in the name of minors, who shall become Shareholders (members) of the bank as soon as they become of age. The exercise of the conversion right, of the said bonds to cooperative shares, as well as the transfer of this right shall be exempt from any tax or duty (article 3 par.6 of Law 1667/1986). The right of the Bank to issue the above mentioned nominal bonds shall be exercised by a resolution of its Board of Directors, duly authorized by a decision of the General Assembly containing the terms and conditions of such issuance. 10. The issuance of non-mandatory preferred shares bearing no voting rights, is allowed; such preferred right shall consist of the right to receive dividends of a much higher value than the value of each common cooperative share. At the distribution of the net profits and the product of the liquidation, all cooperative shares shall be satisfied in the same order. The decision on the issuance of the above preferred non-mandatory cooperative shares and the determination of the multiplier of the dividend, requires that the General Assembly of the Shareholders of the Cooperative be in quorum in accordance with paragraph 3 of Article 20 of these Articles of Association, and the decision is taken by the majority provided in paragraph 4 of that same article. 11. The bonds and the non-mandatory shares may be listed to the regulated market of paragraph 10 of Article 2 of Law 3606/2007.


These bonds and non-mandatory shares shall be kept in electronic form with the Dematerialized Securities System (DSS) of Law 3756/2009, in accordance with its rules of operation. As to the transfer, the establishment of liens and the imposition of the measure of confiscation on the bonds and the non-mandatory shares of this paragraph, the relevant provisions of the law applicable on the listed bonds and shares shall apply accordingly. The acquisition of the bonds and non-mandatory shares of this paragraph does not grant to their holders the status of a member of the Cooperative.

ARTICLE 23 CONTRIBUTION – SHARE VALUE

1. Once a year, the Board of Directors shall determine the contribution as well as the total disposition value of the cooperative shares. Upon their subscription, the newly subscribed shareholder shall pay, in addition to the amount of their shares, a contribution proportional to the net assets of the Cooperative, as such is evidenced by the balance sheet of the latest audited fiscal year, that has been audited by an auditor or an audit office, as provided in paragraph 3 of article 4 of Law 1667/1986. Calculation of any surplus shall be certified by an auditor or an audit office. 2. The valuation method used for the contribution under paragraph 1, is the average arising based on the following methods: (a) actual net position plus capitalization of the average annual excess earnings of the past five years; and (b) actual net position plus capitalization of the presumed excess earnings for the next five years. The above valuation shall be certified by Auditors.

ARTICLE 24 STATUTORY RESERVE

The statutory reserve is formed by withholding at least ten per cent (10%) of the net profits of each fiscal year. Such withholding is not mandatory when the amount of the reserve is equal to the total value of the cooperative shares. The statutory reserve intended to cover any potential losses of the Cooperative and only after dissolution of the Cooperative, may be distributed among the existing shareholders, or their heirs, in proportion to the shares each one of them holds.

ARTICLE 25 CONTINGENCY RESERVES

1. From the annual net profits of the Cooperative, a minimum of five percent (5%) shall be withheld for the formation of a contingency reserve used for the payment of the compensation to be provided to the departing members, as provided in article 40 of the present. In a part of the same account, the Cooperative shall also credit the amounts received by the newly subscribed members for the surplus of the cooperative share, (article 22, paragraph 4, sub. b), as determined each year by the Board of Directors in accordance with article 23 herein, and which are being used for the same purpose. 2. Contingency reserves may also be formed, by decision of the General Assembly, for other, always specific, purposes; such decision shall also determine the terms and conditions of their use.

ARTICLE 26

SPECIAL RESERVES 1. The amount received by the shareholders as subscription right constitutes a special reserve of the Cooperative and is used for its operations. 2. Special reserves may be formed from other sources and for other purposes upon resolution of the Board of Directors.

ARTICLE 27 DEPOSITS OF SHAREHOLDERS

1. The Cooperative accepts deposits of its Shareholders, as well as of third parties, according to the applicable terms and conditions laid down by the Law and the Bank of Greece. 2. The terms and conditions for the acceptance, maintenance and utilization of deposits shall be determined by the Board of Directors.


ARTICLE 28 LOANS OF THE COOPERATIVE

1. The Cooperative may get loans from credit institutions or other creditors, or sources, in order to strengthen the funds required for its general operations.

2. The limits, terms and conditions of such loans, as well as the purpose and the utilization of each loan, shall be determined by the Board of Directors.

CHAPTER F FINANCIAL MANAGEMENT

ARTICLE 29

FISCAL YEAR – ACCOUNTING SYSTEM 1. The fiscal year commences on the 1st of January and ends on the 31st of December each year. 2. The Cooperative applies a complete accounting system, as provided for credit Cooperatives and credit

institutions, which is updated and adapted to the developments of the accounting field, technology (computerization etc.) and legislation.

ARTICLE 30 ANNUAL FINANCIAL STATEMENTS

At the end of each fiscal year, the Board of Directors prepares the annual financial statements which shall present a clear picture of the Cooperative's asset structure, its financial position and the results of the fiscal year. More precisely, the Board of Directors shall draw up:

a) The balance sheet b) Τhe profit and loss account c) The Profit Distribution Table and d) The Addendum 3. The financial statements shall be submitted to the General Assembly for approval. 4. The balance sheet and the profit and loss account shall be available to the shareholders at least fifteen

(15) days prior to the date of the meeting of the General Assembly. 5. The balance sheet and the profit and loss account shall be published within one month of their approval

by the General Assembly, in at least one daily newspaper of Heraklion, where the seat of the Cooperative is located.

ARTICLE 31 DISPOSITION OF PROFITS

1. Each Shareholder shall have rights to the annual net profits, in accordance with the provisions of the present. The starting date and the way of payment of the dividends shall be determined by the Board of Directors. 2. Upon deducting from the net profits of the Cooperative arising each fiscal year, all the retentions provided by law (tax-free reserves, taxes, etc.), the following amounts will be disposed: (a) An amount of at least ten per cent (10%) for the statutory reserve, in accordance with article 24. (b) An amount of at least five per cent (5%) for the contingency reserve, in accordance with paragraph 1 of article 25. 3. After deducting the above amounts, the remaining balance of net profits shall be disposed by the General Assembly: (a) For the formation of other contingency or special reserves, where appropriate, in accordance with Articles 25 (2) and 26 (2) herein b) For distribution to Shareholders. 4. The amount to be distributed, divided by the sum of the total number of shares that had been repaid until the end of the preceding year, shall show the dividend attributable to each share. This dividend, rounded up in a centimeter, is paid in full to the Shareholders, depending on the shares they hold, provided that their value was repaid by 31/12 of the year that the financial year approved by the Annual General Assembly concerns.

The payment of the dividend to the Shareholders holding a deposit account with the Cooperative is made by debiting such account, unless they choose another payment method of those applicable. For the


Shareholders who, for whatever reason, have due obligations towards the Cooperative, the payment of the dividend is made by crediting these debts.

5. Any amount of profit, remaining after the payment of dividends, shall be transferred to the new fiscal year and shall be incorporated into the net profits to be distributed to the shareholders at the end of such fiscal year that shall be increased accordingly.

ARTICLE 32 LOSS SHARING AND COVER OF LOSSES

1. Any losses occurred at the end of the fiscal year, may, if the General Assembly decides so, be covered by the use of all the Cooperative’s available funds, as well as by imposing, in accordance with the provisions of the following paragraph of this article, an extraordinary contribution to the shareholders. 2. If the Cooperative is in default of its payments or if while drafting of the balance sheet it is made clear that the liabilities exceed the assets by one-third of the total amount of the liabilities of all the shareholders, the Board of Directors shall, without undue delay convene the General Assembly; the topic of the agenda shall be the imposition of an extraordinary contribution to the shareholders. A balance sheet and a Report of the Board of Directors shall be submitted to the General Assembly, whereby the financial position of the Cooperative and the proposed extraordinary contribution will be explained. The extraordinary contribution is imposed on the members, in proportion to their Cooperative shares, if it so decided by the General Assembly when in the quorum provided in article 20 par. 3 hereof and by absolute majority of all Cooperative members. Table for the extraordinary contributions imposed and any possible delayed regular contributions, shall be immediately submitted by the Board of Directors to the competent District Court in order to be declared enforceable.

CHAPTER G

DISSOLUTION AND LIQUIDATION – REVIVAL OF THE COOPERATIVE

ARTICLE 33 DISSOLUTION AND LIQUIDATION

1. The Cooperative shall dissolves: a) The number of its Members falls below ten (10) b) The General Assembly decides validly c) It is declared into bankruptcy 2. The dissolution is entered in the Cooperatives’ registry of the District Court of Heraklion, where the seat of the Cooperative is. 3. In the event that the Cooperative is declared bankrupt, the Commercial Law procedure is followed. The Cooperative is declared bankrupt in the events of the first passage par. 2 article 32: a) With an application of any creditor, if the Border of Directors does not convene the General Assembly for the imposition of an extraordinary contribution, and b) with an application of Cooperative or any creditor if the imposition of an extraordinary contribution fails. The competent court for bankruptcy is the District Court of Heraklion and the Judge shall act as Judge-Rapporteur, while the receiver shall be appointed by the majority of the creditors, unless a material cause does not allow it. 4. The dissolution of the Cooperative is followed by the liquidation carried out by two (2) specialists liquidators appointed by the General Assembly. 5. The Cooperative is deemed to continue to exist after its dissolution, whether the liquidation lasts. Upon liquidation, pending cases are settled, and in particular they are collected receivables, the property is liquidated and the debts of the Cooperative are paid. The rest is distributed to the shareholders in proportion to their shares. 6. The liquidators are obliged, as soon as they undertake their duties, to make an inventory of the property of the Cooperative and instruct a balance sheet, copy of which they submit to Bank of Greece. If the liquidation is extended, the balance sheet is drafted at the end of each year. The final balance sheet is drafted at the end of the liquidation.


7. The liquidators disclose the Cooperative's dissolution by publishing it on a daily basis newspaper and if not issued, in a periodical newspaper of the prefecture’s headquarters and invite the creditors to announce their claims. 8. In the event of death, resignation or inactivity of the liquidators, the District Court of its headquarter under the voluntary proceedings designate other liquidators at the request of a member or creditor of the Cooperative.

ARTICLE 34 REVIVAL

1. If the Cooperative is dissolved due to its bankruptcy, which was though withdrawn or terminated with compromise, its revival is possible by a decision of the General Assembly registered at cooperatives’ registry of the District Court of Heraklion. 2. In the event of the Cooperative’s dissolution for the reason of passage (a) par. 1 of Article 36, revival is possible whether within three months the minimum number of fifteen (15) members that is required for the formation of the Cooperative is reached and within one month the decision of the General Assembly follows, which is convened extraordinarily in order to decide on revival. 3. In the event of revival, for which it is required in any case, prior approval of Bank of Greece, it is assumed that the Cooperative has never been dissolved. Revival is not possible if the balance has started to be distributed to the shareholders.

CHAPTER H GENERAL PROVISIONS

ARTICLE 35

COOPERATIVE’S BOOKS AND RECORDS 1. The Cooperative keeps the records provided by the tax legislation. 2. Complies also with: a) A register of members, in which the date of registration is entered in chronological order, surname, forenames, home address, number of shares and their value, and date of their deletion. Since the cooperative has more than a thousand (1000) members, the register of members is compulsorily computerized. Compliance with the electronic registry is checked by the audit committee of the Board of Directors. b) Register of minutes of the General Assembly. c) Register of minutes of the Board of Directors meetings All the records in this paragraph, prior to their use, are ratified by the District Court of Heraklion.

ARTICLE 36

LOANS AND OTHER FACILITIES TO SHAREHOLDERS 1. The Cooperative may grant loans to its members and to third parties upon their request and subject to the provisions of the relevant legislation, and the regulatory decisions and circulars of the Bank of Greece, and may provide for them guarantees, securities and other financial facilities. For granting such loans, the competent corporate body that has been appointed by the Board of Directors shall strictly comply with the approved credit policy manual. In particular: a) In order for business loans and/or credits to be granted to members of the Board of Directors of the Cooperative, or to their spouses, their relatives up to second degree, or to personal companies or to companies where they are members of the Board of Directors or administrators, or members or shareholders holding more than 5% thereof, the following conditions shall be met: - When it gets, based on the rating system followed by the Cooperative, a credit rating classifying the risk level as being high, the loans and credits to the member, the business or the company will be provided by means of a security, the total amount of which may not exceed 20% of their annual turnover of the previous year. - When it gets, based on the rating system followed by the Cooperative, a credit rating classifying the risk level as acceptable with caution, the loans and credits to the member, the business or the company shall not exceed 40% of their annual turnover of the previous year, and the securities to be provided shall be determined by and comply with the Bank of Greece regulatory decisions and circulars and the Articles of Association of the Cooperative.


- When it gets, based on the rating system followed by the Cooperative, a credit rating classifying the risk level as acceptable or better, the loans and credit to the member, the business or the company may not exceed 40% of their annual turnover of the previous year, and the securities to be provided shall be determined by and comply with the Bank of Greece regulatory decisions and circulars and the Articles of Association of the Cooperative. b) In order for personal loans to be granted to the members of the Board of Directors of the Cooperative or to their spouses or relatives up to second degree, the following requirements shall be met: - The total annual cost for the installments may not exceed 35% of their annual income. - The securities to be provided shall be determined based on the regulatory decisions and circulars of the Bank of Greece and the credit policy manual, and shall be proportionate to the category of loans (housing, personal, consumer etc.), their amount and duration. 2. The amount of all credit facilities and participations to be granted to the same shareholder, may not exceed in total the amount or rate determined each time by the Bank of Greece. 3. For the granted loans etc. of all categories, the Cooperative will be secured at the discretion of the competent body appointed by the Board of Directors and the credit policy manual shall be strictly adhered to. 4. The members of the Board of Directors and of the Regional Committees, as well as the employees of the Cooperative regardless of their employment relationship with the Cooperative, shall be expressly forbidden from providing guarantees for members who receive loans, unless they are their spouses or parents or children. 5. Loan applications etc., shall be examined in their order of precedence. Deviation from the order of precedence may only be allowed in exceptional cases, such as when health issues are involved etc., and always upon a reasoned and documented decision of the body competent to approve such application. 6. Medium and long term loans may only be granted if there are available funds. 7. Loans shall be returned to the Cooperative on their date of expiry. But if they were not used for the purposes they were granted or the collaterals granted have been reduced in value, the Cooperative may request their return prior to their expiry date.

ARTICLE 37

ΜERGER 1. The Cooperative may, by decision of the General Μeeting, taken with the increased quorum and a majority of Article 20 (3) and (6) herein to merge with another or with others Cooperatives located in their area of activity after prior approval of Bank of Greece. 2. The Articles of Association of the new Cooperative resulting from the merger shall be registered with the registry for Cooperatives of the District Court located in the region where its headquarters are. 3. From this registration, the new Cooperative takes over all rights and obligations of the merging cooperatives. The pending trials continue from the new Cooperative without vacation.

ARTICLE 38

STAFF OF THE COOPERATIVE 1. All issues concerning the staff of the Cooperative are governed by the internal regulation. 2. The employees of the Cooperative shall be hired under an employment contract for a fixed or an indefinite term, based on the needs of Cooperative. In each case, the persons hired shall go through a trial period for at least one (1) year.

ARTICLE 39 ATTRIBUTION OF THE VALUE OF THE COOPERATIVE SHARES

1 Every year and before of the regular General Assembly, the Board of Directors determine the value of the cooperative stock which is attributed to the shareholder, who departs or is excluded, to heirs of the deceased shareholder, if no-one acquires the status of being a member of the cooperative and in each case the repayment of cooperative stock on behalf of the cooperative. Each shareholder may, after a period of three years from their issuance, submit an application for the attribution of the value of any non-mandatory shares he wishes. The attribution of the value of the cooperative shares, mandatory and non-mandatory, is dependent upon prior approval of the Bank of Greece, according to what is referred to in article 149 of the Law


4261/2014 and it is up to the discretion of the statutory bodies within the cooperative bank, according to the expectations of t article 2, paragraph 7 and 9 of the Law 1667/1986. This value, with the reservation of article 17 paragraph 2 and article 22 paragraph 7 of the present Articles of Association, is disbursed to the beneficiaries after the first regular General Assembly, which takes place after the first departure, the exclusion or the submission of an application. 2 Attributable value means the value of the cooperative stock which corresponds to the net property of the cooperative, as it emerges from the checked balanced sheet of last use by a legal auditor or from an audit office (internal logistical value). 3 The attribution of the value of the cooperative shares, mandatory and non-mandatory, will take place under the condition that the obligations of the cooperative are not affected by their own size funds, on the basis of the applicable rules of supervision. 4 In each case the attribution of the value of cooperative shares will be taking place according to the terms and conditions which are defined by law and the Bank of Greece.

ARTICLE 40 PARTICIPATION IN A UNION AND FEDERATION

1 The cooperative may participate in the Union of Credit Cooperatives, with headquarters at Heraklion, according to paragraph 1 of article 12 of the Law 1667/86. 2 Also, the cooperative may participate to the federation of cooperatives according to the law (par. 2, article 12, Law 1667/86) 3 The election of representatives within the Union and Federation may be done at the same time with the election of the Board of Directors, and the relevant procedure (submission of candidatures, united ballot paper, election of regular and substitute representative etc.) is accordingly applicable in this case as well. 4 a. The cooperative may constitute a member of another Credit Cooperative which operates in the context of the Law 1667/86 either whether it has evolved into a credit institution, according to Law 2076/92 and the relevant decisions of the Bank of Greece, or not. b. In this case, the representatives of the cooperative at the General Assembly and the Managing Bodies (Board of Directors etc.) of the cooperative to which it is member, are nominated by the Board of Directors unless it is defined otherwise at the Articles of Association of the said cooperative.

ARTICLE 41 COMMITTEE FORMATION – MEMBERS’ COMPENSATION

1 The General Assembly and the Board of Directors may, for the research and treatment of cooperative’s issues which fall within the scope of their responsibilities and need special attention, form Committees, which will be constituted of shareholders, without the exclusion of the participation of third people specialized in the issues under consideration. 2 The same bodies, in their decision regarding the formation of the committee, determine as well the compensation of the members of the committee, the payment method, and every other relevant detail. 3 a For the best treatment of cooperative issues, which relate to the evaluation of capitals and the coverage of the needs of the shareholders, operate by areas, either at Prefecture level or bordering province or parts of them, either at the County or Administrative level periphery or parts thereof, Regional Committees made up of three members when the number of shareholders in their area of responsibility is at least five hundred or when in the same area branch of the Bank operates. b. The members of Regional Committees are nominated by the Board of Directors between the shareholders of the area at which they have responsibility and they must necessarily be permanent residents in the same area, where they mainly develop their professional activities. Duties of the Chairman are assigned, preferably with the same decision of the Board of Directors, to one of the members of the Commission. The duration of the term of service of the of the Regional Committees follows the duration of the term of service of the members of the Board of Directors, and it expires in any case upon the termination expiry of his term of service within the Board of Directors. As an exemption, it is extended until their nomination by the new Board of Directors. The Board of Directors may anytime, with its decision, replace a member of the Regional Committees. c. The Regional Committees operate within the context of law, the Articles of Association of the cooperative, the decisions of the General Assembly, the regulations and decisions of the Board of Directors. d. Within the responsibility of the Regional Committees belongs :


da. The over priority use of the capitals within their area of jurisdiction, in order to meet the needs of the loans granted to the shareholders in the same region. Db. The recommendations to the competent bodies of the Bank for all types of originations made by the shareholders in their regional area, in the context of the application of the relevant decisions of the Board of Directors. dc. The approval of credits and originations towards the shareholders in their area of jurisdiction, when in this area operates a Bank service unit (Branch, office etc.). The limits and conditions of the provision of these approvals are determined by the Board of Directors within the framework of the PD / TE 2258/93, as applicable. dd. The approval, within the so determined limits by the Board Directors, of the expenditures of the operation of the Service unit in their area. De. The care for the return of the granted loans to the shareholders of the area, within the said time framework. Df. In Cooperative with the Institutional bodies of the Cooperative, the pursuit of the more efficient operation of the cooperative as well as the defence of its rights within the area of which they have responsibility. Dg. The Board of Directors may also assign other of its own responsibilities to the Regional Committees. Dh. Members of the Regional Committees are given compensation which is determined by the Board of Directors. Di. For the alteration of the conditions specified in this paragraph, it is required a decision of the General Assembly made by quorum and majority, as it is referred in Article 20 paragraph 3 and 4.

ARTICLE 42 NOTIFICATIONS

All public notifications of the Cooperative, except as otherwise provided by law or by special provisions hereof, shall be posted on the website of the Cooperative.

ARTICLE 43 SEAL OF THE COOPERATIVE

The Cooperative uses a seal with its own brand name, the type and size of which is authorized to determine the Board of Directors.

CHAPTER I TRANSITIONAL PROVISION

ARTICLE 44

APPROVAL BY THE BANK OF GREECE For the amendment of the Articles of Association it is required prior approval of The Bank of Greece.

ARTICLE 45

REGISTERED MEMBERS – OTHER ISSUES The Shareholders who have paid or will pay their cooperative shares and other of their obligations (right of subscription etc.) to the Cooperative until the day prior to the approval of the present day, become definitive members of the Cooperative and form now on they all have the rights and obligations that derive from law and the Articles of Association.

CHAPTER J FINAL PROVISIONS

ARTICLE 46

LEGAL FRAMEWORK 1 For the treatment of the issues that are not provided herein, the provisions of the Laws 1667/1986 and 4261/2014 as modified and are in force are applicable, as well as the provisions of the Civil and Commercial Code, and the provisions of the Acts of the commander of the Bank of Greece and the decisions of the Committee based on Banking and Credit issues. 2 The terms "Shareholder" and "Member" used in these Articles of Association, are identical.


3 If a provision of the present Articles of Association is deemed invalid or void by a competent court, the status of the rest provisions is not affected by such a decision, which means that they continue to be applicable.

ARTICLE 47

APPROVAL OF ARTICLES OF ASSOCIATION 1. At the founding General Assembly of the 19th of July 1993, the Articles of Association of the Civil Cooperative with the name "CREDIT DEVELOPMENTAL COOPERATIVE OF N. HERAKLIONN, N.P.E." was approved. These Articles of Association which were consisted of 81 articles, were approved by the Act No. 140/93 of the judge of District Court of Heraklion and was entered into the Register of Cooperatives of the District Court of Heraklion. 2. At the General Assembly that was lawfully convened and in accordance with Article 79 of the current Articles of Association and was which was held on the 28th of February 1994, the initial Articles of Association were modified in their entirety and were codified in the present, consisting of fifty-two (52) articles and were approved by the General Assembly. 3. At the General Assembly that was lawfully convened and was held on the 11th of December 1994, the current Articles of Association were modified and codified in the present, consisting of 52 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 4. At the General Assembly that was lawfully convened and was held on the 11th of May 1997, the current Articles of Association were modified and codified in the present, consisting of 52 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 5. At the General Assembly that was lawfully convened and was held on 9th of May 1999, the current Articles of Association were modified and codified in the present, consisting of 52 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 6. At the General Assembly that was lawfully convened and was held on the 14th of May 2000, the current Articles of Association were modified and codified in the present, consisting of 52 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 7. At the General Assembly that was lawfully convened and was held on the 11th of May 2003, the current Articles of Association were modified and codified in the present, consisting of 52 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 8. At the General Assembly that was lawfully convened and was held on the 27th of June 2004, the current Articles of Association were modified and codified in the present, consisting of 52 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 9. At the General Assembly that was lawfully convened and was held on the 18th of June 2006, the current Articles of Association were modified and codified in the present, consisting of 49 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 10. At the General Assembly that was lawfully convened and was held on the 17th of June 2007, the current Articles of Association were modified and codified in the present, consisting of 48 articles and were approved by the General Assembly and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 11. At the General Assembly that was lawfully convened and was held on the 29th of June 2008, the current Articles of Association were modified and codified in the present, consisting of 48 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 12. At the General Assembly that was lawfully convened and was held on the 28th of June 2009, the current Articles of Association were modified and codified in the present, consisting of 48 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 13. At the General Assembly that was lawfully convened and was held on the 26th of June 2011, the current Articles of Association were modified and codified in the present, consisting of 48 articles and


were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 14. At the General Assembly that was lawfully convened and was held on the 30th of June 2012, the current Articles of Association were modified and codified in the present, consisting of 48 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 15. At the General Assembly that was lawfully convened and was held on the 29th of June 2013, the current Articles of Association were modified and codified in the present, consisting of 48 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 16. At the General Assembly that was lawfully convened and was held on the 28th of June 2014, the current Articles of Association were modified and codified in the present, consisting of 48 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 17. At the General Assembly that was lawfully convened and was held on the 4th of July 2015, the current Articles of Association were modified and codified in the present, consisting of 48 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 18. At the Extraordinary General Assembly that was lawfully convened and was held on the 19th of November 2015, the current Articles of Association were modified and codified in the present, consisting of 48 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 19. At the Extraordinary General Assembly that was lawfully convened and was held on the 19th of March 2016, the current Articles of Association were modified and codified in the present, consisting of 48 articles and were approved by the General Assembly and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 20. At the General Assembly that was lawfully convened and was held on the 25th of June 2016, the current Articles of Association were modified and codified in the present, consisting of 48 articles and were approved by the General Assembly, and will be in force by the time they are registered at the book of Registry of Cooperatives at the District Court of Heraklion. 21. At the General Assembly that was duly convened and held on the 30th of June 2018, the current Articles of Association were modified and codified in the present, consisting of 48 articles, and were approved by the General Assembly; to be effective from the date of its publication with the Registry of Cooperatives of the Court of First Instance (District Court) in Heraklion. 22. At the General Assembly that was duly convened and held on the 3rd of September 2018, the current Articles of Association were modified and codified in the present, consisting of 48 articles, and were approved by the General Assembly; to be effective from the date of its publication with the Registry of Cooperatives of the Court of First Instance (District Court) in Heraklion. 23. At the General Assembly that was duly convened and held on the 29th of June 2019, the current Articles of Association were modified and codified in the present, consisting of 47 articles, and were approved by the General Assembly; to be effective from the date of its publication with the Registry of Cooperatives of the Court of First Instance (District Court) in Heraklion.

Revision of Articles of Association 29/6/2019

Documents

ARTICLES OF ASSOCIATION 2019 - PancretaBank · “PANCRETAN CO-OP BANK. The company name and the trade name in English shall be respectively as follows: “PANCRETAN COOPERATIVE BANK