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TAR - Last trading day of Alpha Services and Holdings’ shares, completion date of the merger, cancellation of Alpha Bank’s treasury shares and delisting of Alpha Services and Holdings from the Athens Exchan

Company: Alpha Services and Holdings S.A. Date: 2025-06-23 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*This announcement may not be published or distributed, in whole or in part, directly or indirectly, in any country where such publication or distribution would violate applicable laws or rules or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.*

## **LAST TRADING DAY OF THE ALPHA SERVICES AND HOLDINGS' SHARES, COMPLETION DATE OF THE MERGER, CANCELLATION OF ALPHA BANK'S TREASURY SHARES AND DELISTING OF ALPHA SERVICES AND HOLDINGS FROM THE ATHENS EXCHANGE [23.06.2025]**

"ALPHA BANK SOCIETE ANONYME" (hereinafter the "**Bank**" or "**Alpha Bank**") and "ALPHA SERVICES AND HOLDINGS S.A." (hereinafter "**Alpha Holdings**"), following:

(a) the resolution of the Self-Convened Extraordinary General Meeting of the Bank dated 30.4.2025, by virtue of which the listing of all shares of Alpha Bank on the Main Market of ATHEX was resolved;

(b) the resolution of the Self-Convened Extraordinary General Meeting of the Bank dated 12.6.2025, by virtue of which the merger by absorption of Alpha Holdings by the Bank was approved, pursuant to article 16 of Law 2515/1997, as well as articles 7 to 21 and 140 of Law 4601/2019 (the "**Reverse Merger**" or the "**Merger**");

(c) the resolution of the Listings and Market Operation Committee of ΑΤΗΕΧ dated 13.6.2025, regarding the preliminary fulfilment of the listing requirements with regard to the listing of the Bank's shares on the Main Market of the Regulated Market of the ΑΤΗΕΧ, according to article 2 par. 4 of Law 3371/2005 and paragraphs 3.1.15.3 και 3.1.15.6 of the ATHEX Rulebook, subject to the approval of the Prospectus (as defined below) by the Hellenic Capital Market Commission;

(d) the approval of the prospectus of the Bank by the Hellenic Capital Market Commission dated 16.6.2025 (the "**Prospectus**"), which has been prepared in accordance with Regulation (EU) 2017/1129, the Delegated Regulations (EU) 2019/979 and (EU) 2019/980 and the applicable provisions of Law 4706/2020, as amended and in force, regarding: (i) the initial listing without commencement of trading of all the existing 51,979,992,461 common, registered, voting shares of the Bank, with a nominal value of €0.09 per share (the "**Initial Shares**") in accordance with paragraph 3.1.15.6 of the ATHEX Rulebook and (b) the listing and admission to trading on ATHEX of the new 2,315,124,036 common, registered, dematerialized, voting shares of the Bank, with a nominal value of €0.29 each (the "**New Shares**") to be issued in the context of the Merger (the "**Listing**"); and

(e) the announcement of the Bank dated 16.6.2025 regarding the availability of the approved Prospectus to investors;

(f) the listing of the Initial Shares on Tuesday 17.06.2025 on the Main Market of the Regulated Market of the ATHEX, without commencement of trading, in accordance with paragraph 3.1.15.6 of the ATHEX Rulebook; and

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(g) the resolution of the Extraordinary General Meeting of the shareholders of Alpha Holdings dated 23.06.2025, by virtue of which the Merger was approved ;

announce that:

(i) The last trading date of the shares of Alpha Holdings on the Main Market of the Regulated Market of the ATHEX is 24.6.2025;

(ii) The Merger, which was already approved by the European Central Bank, is expected to be completed on or around 27.6.2025 upon the registration of the notarial deed of the Merger and the publication of the announcement of the Ministry of Development's approval of the Merger on the General Commercial Register (GEMI).

(iii) At the time of the completion of the Merger, the share capital of Alpha Bank in its capacity as the absorbing entity will decrease by an amount of EUR 4,678,199,321.49 due to the cancellation of the Initial Shares, i.e. the total number of the 51,979,992,461 shares of Alpha Bank with a nominal value of €0.09 each, which shall be transferred, as a result of the Merger and by way of universal succession, to Alpha Bank itself and, therefore, become own shares of Alpha Bank in accordance with article 49 par. 4 point (b) of Law 4548/2018 and shall be cancelled at the time of the completion of the Merger.

(iv) On or around 27.06.2025, the delisting of the shares of Alpha Holdings from ATHEX will take place.

Moreover, the commencement of trading of the New Shares to be issued in the context of the Merger, on ATHEX, is expected to take place on the first trading date following the completion of the Merger, i.e. on or around 30 June 2025.

*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.*