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Alpha Services and Holdings S.A.

M&A Activity Jun 23, 2025

2639_rns_2025-06-23_a18a10ff-35b5-4d1d-bf8b-1b05e1843897.pdf

M&A Activity

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This announcement may not be published or distributed, in whole or in part, directly or indirectly, in any country where such publication or distribution would violate applicable laws or rules or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 Services and Holdings S.A. [23.6.2025]

Alpha Services and Holdings S.A. (hereinafter the "Absorbed Company" or the "Company"), following (i) 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") as well as (ii) its announcement dated 13.6.2025 whereby it informed the investors that the Self Convened Extraordinary General Meeting of the Bank dated 12.6.2025 unanimously resolved, among other matters, on the approval of the Merger together with the Merger Documentation (as described below), announces that on 23.6.2025 the Extraordinary General Meeting of the Company took place and resolved 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 Company, i.e. the Draft Merger Agreement, the Merger Transformation Balance Sheet dated 31.12.2024, the Report of the Absorbing Company's Board of Directors on the Draft Merger Agreement and the Report on the verification of the book value of its assets and liabilities.

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.

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.

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