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RNS - Completion of the merger between Alpha Services and Holdings S.A. and Alpha Bank S.A. - Commencement of trading of the New Shares of Alpha Bank S.A [27.6.2025]

Company: Alpha Services and Holdings S.A. Date: 2025-06-27 Language: English Register to download

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## **Completion of the merger between Alpha Services and Holdings S.A. and Alpha Bank S.A. - Commencement of trading of the New Shares of Alpha Bank S.A [27.6.2025]**

Alpha Bank S.A. (hereinafter "**Alpha Bank**" or the "**Bank**") informs the investors that following announcement of the registration with the General Commercial Registry of decision No 3649542 ΑΠ / 27-06-2025 of the Ministry of Development , the merger by absorption of "Alpha Services and Holdings S.A." (hereinafter the "**Company**") by Alpha Bank pursuant to the applicable legislation, including, without limitation, the provisions of articles 6-21 & 140 of L. 4601/2019, the provisions of article 16 of L. 2515/1997 and the applicable provisions of L. 4548/2018, as in force, has been completed (the "**Merger**"), as approved pursuant to the decision of the Self-Convened Extraordinary General Meeting of the Bank's Shareholder dated 12.6.2025 and the Extraordinary General Meeting of the Shareholders of the Company dated 23.6.2025.

From the date of registration of the final Merger agreement in the General Commercial Registry, the Merger was effected and the following results occurred automatically and simultaneously, both between Alpha Bank and the Company, as well as against third parties:

(a) Alpha Bank was substituted ipso jure in accordance with the provisions of article 16 of L.2515/1997 and par. 2 of article 18 of L.4601/2019 as in force, in its capacity as a universal successor, in all assets and liabilities of the Company, as such assets are reflected in the Transformation Balance Sheet dated 31.12.2024 and have been formed up to completion of the Merger. The universal succession applies to all rights, intangible assets, demands, claims, either judicial or non-judicial, obligations and legal relations of the Company in general, including the administrative licenses and approvals which have been issued in favor of the Company;

(b) The Company was dissolved without liquidation and ceased to exist, whereas its shares have been delisted from the Athens Stock Exchange (hereinafter "**ATHEX**");

(c) Any pending litigation of the Company will continue ipso jure, according to the provisions of article 16 of L.2515/1997 and par. 3 of article 18 of L.4601/2019 as in force, without further formalities, by Alpha Bank;

(d) The shareholders of the Company became shareholders of Alpha Bank with the following agreed exchange ratio: for any one (1) existing common, registered, voting share with a nominal value of EUR 0.29 each of the Company, the owner thereof receives one (1) new common, registered, voting, dematerialized share of Alpha Bank with a nominal value of EUR 0.29 in the share capital of Alpha Bank as it is formed within the context of the Merger, while the shareholders retain after the Merger the same number of shares they held prior to the Merger.

The ATHEX on 27.06.2025 approved the listing for trading of 2,315,124,036 new common shares of the Bank, with a new nominal value of €0.29.

Τhe commencement of trading on the Main Market of the regulated market of the ATHEX of the above 2.315.124.036 new, ordinary, registered, dematerialized, voting shares of Alpha Bank with a nominal value of €0.29 each, which issued in the context of the Merger (the "**New Shares**"), will take place on the first trading date following the completion of the Merger, i.e. on Monday, 30.6.2025. The starting price of the New

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Shares on the Main Market of the regulated market of the ATHEX on 30.6.2025, in accordance with the ΑΤΗΕΧ Regulation, as in force, in conjunction with the decision of the Board of Directors of Alpha Bank dated 13.6.2025, is equal to the closing price of the Company's share on the last trading date on ATHEX prior to the completion of the Merger (24.6.2025), i.e. € 2.99.

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