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RNS - Approval of the Merger by the Extraordinary General Meeting of Alpha Bank S.A. [13.6.2025]

Company: Alpha Services and Holdings S.A. Date: 2025-06-13 Language: English Register to download

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*This announcement may not be published or distributed, in whole or in part, directly or indirectly, in any country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to the requirements under Greek law. For further information, see "Important Notice" below.*

## **Approval of the Merger by the Extraordinary General Meeting of Alpha Bank S.A. [13.6.2025]**

Alpha Services and Holdings S.A. (hereinafter the "**Absorbed Company**" or the "**Company**"), following its announcement dated 7.3.2025 whereby it informed the investors that its Board of Directors and the Board of Directors of its 100% subsidiary, Alpha Bank S.A., (hereinafter the "**Absorbing Company**" of the "**Bank**" and together with the Absorbed Company, the "**Merging Companies**") at their respective meetings held on 27.2.2025 approved the draft merger agreement (hereinafter the "**Draft Merger Agreement**") regarding the proposed merger by absorption of the Absorbed Company into the Absorbing Company (hereinafter the "**Merger**"), announces that on 12.6.2025 the Self-Convened Extraordinary General Meeting of the Bank took place and among others **resolved unanimously on the approval of the below:**

- a. the merger by absorption (in Greek: *«Συγχώνευση δι' απορροφήσεως»*) between the Bank, acting as the absorbing entity, and the Company, as the entity being absorbed pursuant to article 16 of Law 2515/1997 as well as articles 7-21 and 140 of Greek law 4601/2019, as in force;
- b. the Merger Documentation related to the Bank, i.e. the Draft Merger Agreement, the Merger Transformation Balance Sheet dated 31.12.2024, the Report of the Bank's Board of Directors on the Draft Merger Agreement and the Report on the verification of the book value of the assets and liabilities of the Absorbing Company.

In the context of the approval of the Merger, the following were also approved: (a) the increase of the share capital of the Bank, due to the Merger, by an amount of EUR 671,385,970.44, through the issuance of 2,315,124,036 new, common, dematerialized, registered, voting shares with a nominal value of EUR 0.29 each; (b) the decrease of the share capital of the Bank, due to the Merger, by an amount of EUR 4,678,199,321.49 through the cancellation of the entire number of 51,979,992,461 own shares of the Bank with a nominal value of EUR 0.09 each; as well as the amendment of Article 5 of the Articles of Incorporation of the Bank, in order to reflect the above adjustments to the Bank's share capital due to the Merger.

Following the above, it is noted that the completion of the Merger has already obtained the approval of the competent supervisory authority, i.e. the European Central Bank (acting through the Single Supervisory Mechanism) in accordance with article 16 of L. 2515/1997 and remains subject to obtaining all necessary regulatory authorisations and approvals, including those by the Ministry of Development, as well as the approval of the General Meeting of the Shareholders of the Absorbed Company.

The Absorbed Company will inform investors on the progress of the Merger process in accordance with applicable legislation.

## *Important Notice*

*The distribution of this announcement may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.* 

*The new shares of the Absorbing Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any of the applicable securities laws of any state or other jurisdiction of the United States. The new shares of the Absorbing Company may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S under the Securities Act), unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws of the United States.*