Chat with Filing

Ask questions about this document

Please log in or register to use the chat feature. Please register first.

DVA - Resolutions of the Extraordinary General Meeting of Shareholders of Alpha Services and Holdings S.A. held on 23.6.2025

Company: Alpha Services and Holdings S.A. Date: 2025-06-23 Language: English Register to download

Loading document preview...

Document Preview Not Available

The file type (.pdf) cannot be displayed directly here.

Open Original File

Error loading document preview. Please try the 'Open Original File' link.

You're One Click Away From The Full Filing

Instantly access this document—and 2.8M more—for free. Select your preferred method:

Continue with Google Continue with Microsoft Continue with Facebook Continue with Amazon

![](_page_0_Picture_0.jpeg)

## **Resolutions of the Extraordinary General Meeting of Shareholders of Alpha Services and Holdings S.A. held on 23.6.2025**

The Extraordinary General Meeting of Shareholders of Alpha Services and Holdings S.A. (the "Company") which was held in a hybrid manner, namely, with the physical presence of Shareholders at the Athens Exchange, 110 Athinon Avenue, Athens, GR-104 42, and with the participation of Shareholders remotely, in real time, via teleconference, on 23.6.2025 at 18:00 was attended, with regard to all items of the agenda, in person or by proxy, by 1,285 Shareholders, representing 1,404,654,584 common, registered, dematerialized shares with voting rights, out of a total of 2,315,124,036 common, registered, dematerialized shares with voting rights, namely 60.67% of the voting share capital of the Company.

**Item 1: Approval of: (a) the merger by absorption of the Company by the société anonyme under the corporate name "ALPHA BANK S.A.", in accordance with article 16 of law 2515/1997 and articles 7 to 21 and 140 of law 4601/2019, as currently in force; (b) the Draft Merger Agreement and (c) the Merger Documentation.**

The Extraordinary General Meeting of the Shareholders of the Company:

- i. approved the merger by absorption (in Greek: «*Συγχώνευση δι' απορροφήσεως*») between Alpha Bank S.A. (hereinafter referred to as the "Bank" or the "Absorbing Entity"), acting as the absorbing entity, and Alpha Services and Holdings S.A. (hereinafter referred to as the "Company" or the "Absorbed Entity"), as the entity being absorbed pursuant to article 16 of law 2515/1997 as well as articles 7 to 21 and 140 of Greek law 4601/2019, as in force;
- ii. approved the Merger Documentation relating to the Company, i.e. the Draft Merger Agreement, the Transformation Balance Sheet dated 31.12.2024, the Report of the Company'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 Company as of December 31, 2024 (certified auditor's Verification Report); and
- iii. approved and authorized any and all actions and deeds taken so far by the Company's Board of Directors as well as by persons authorized by the Company's Board of Directors in connection with the preparation of the Merger Documents and the Merger process.

| VALID VOTES: | 1,401,906,956 (99.80%) ABSTENTION: 2,747,628 (0.20%) VOID VOTES: 0 (0.00%)                                                         |
|--------------|------------------------------------------------------------------------------------------------------------------------------------|
| FOR:         | 1,401,905,151 (99.80%)                                                                                                             |
| AGAINST:     | 1,805 (0.00%)                                                                                                                      |
|              | ---------------------------------------------------------------------------------------------------------------------------------- |

## **Item 2: Granting of authorizations regarding the Merger.**

The Extraordinary General Meeting of the Shareholders of the Company:

Resolved to grant special power of attorney and authority to Messrs. Lazaros A. Papagaryfallou, Deputy CEO, Nikos V. Salakas, Chief of Corporate Center and General Counsel, Vasileios G. Kosmas, Chief Financial Officer (CFO), Marios C. Kalotychos, Chief of Strategy and Investments, Georgios D. Vourvachakis, Group M&A Director, Panagiotis G. Mourikis, CCC Office-Principal, and Dimitrios N. Verginis, Strategy Manager, as well as Mmes. Marianna D. Antoniou, Chief of Statutory Reporting and Tax, Thaleia Z. Emiri, Chief Legal Officer, Panagiota I. Epitropou, Strategic Projects, Regulation and ESG Legal Support Director, Maria I. Karamitsani, Legal Manager (Strategic Projects), Eleni P. Kourlimpini, Legal Manager (Governance and Regulation), Tania T. Goupou, Legal Expert, and Theodora S. Kolyva, Senior Lawyer, acting in pairs, in accordance with the best interests of the Company to sign the final Merger Agreement which shall be drawn up by means of a notarial deed, pursuant to the key terms and conditions of the Draft Merger Agreement, as well as any supplementary, ancillary, amending or additional act, to sign, each acting individually, any other necessary document, application or statement *vis-à-vis* any competent authority or third party, including the European Central Bank, the Bank of Greece, the Tax Authorities, the Ministry of Development, the Chamber of Commerce etc. and to proceed with any relevant, necessary or advisable action to complete the Merger.

The above authorized persons may further sub-delegate their authority to the Company's attorneys, consultants or Employees to carry out the same above mandates, in whole or in part, and perform any other act or action necessary for the completion of the foregoing, even if not expressly stated herein, before any third party and/or supervisory, administrative, tax or other authority in Greece and/or abroad.

| VALID VOTES: 1,401,906,956 (99.80%) ABSTENTION: 2,747,628 (0.20%) VOID VOTES: 0 (0.00%) |                        |                                                                                                                                   |  |
|-----------------------------------------------------------------------------------------|------------------------|-----------------------------------------------------------------------------------------------------------------------------------|--|
| FOR:                                                                                    | 1,401,905,151 (99.80%) |                                                                                                                                   |  |
| AGAINST:                                                                                | 1,805 (0.00%)          |                                                                                                                                   |  |
|                                                                                         |                        | --------------------------------------------------------------------------------------------------------------------------------- |  |