Alpha Services and Holdings S.A.

M&A Activity • Dec 19, 2025

Alpha Bank S.A. announces agreement on the key commercial and legal terms of strategic insurance transactions in Cyprus. [19.12.2025]

Alpha Bank S.A. ("Alpha Bank") announces that it has reached an agreement on the key commercial and legal terms for a strategic combination of insurance activities in Cyprus, between Universal Life Insurance Public Company Ltd. ("Universal") and Altius Insurance Ltd. ("Altius"), which is expected to result in the creation of one of the top three insurance groups in Cyprus across both the Life and Non-Life sectors, with a leadership position in the Accident & Health segment.

In particular, Alpha Bank has agreed:

• i. with the shareholders of Altius Insurance Ltd. ("Altius") for the acquisition of the entire issued share capital (the "Altius Transaction"), and
• ii. with the majority of the shareholders of Universal Life Insurance Public Company Ltd. ("Universal") for:
• o the merger of Universal and Altius into a single combined insurance entity (the "Combined Entity"), and
• o arrangements, pursuant to which a member of Alpha Bank Group will acquire a majority interest in the Combined Entity (the "Alpha Bank Group" or the "Group"), resulting in Alpha Bank Group holding a majority stake in the Combined Entity (the "Universal Transaction" and together with the Altius Transaction, the "Transaction").

In the context of the Transaction, Alpha Bank will partner with the key shareholder group of Universal, Photos Photiades Group, forming a long-term strategic partnership to jointly deliver the parties' insurance growth objectives in Cyprus and beyond. Furthermore, the management team of Altius remains committed to supporting the delivery of the partnership's strategic plan, ensuring continuity and materially reducing execution and integration risk.

Following completion of the Transaction, the Combined Entity is expected to rank among the top three insurance groups in Cyprus in both Life and Non-Life sectors, further reinforcing its market leadership position in the Accident & Health segment.

Vassilis Psaltis, CEO of Alpha Bank stated:

"We are delighted in making this bold step to actively shape the Cypriot insurance market by investing into two entities to create the third largest insurance group. We are forming a strategic partnership with the Photos Photiades Group, one of most venerable Cypriot business families, who gives us a valuable base to build a challenger proposition in the Cypriot insurance space, and to further strengthen our ties with the Cypriot business community.

By combining Universal's impeccable brand name and its long-standing leadership in Life and Health insurance with Altius' strong insurance capabilities and proven bancassurance expertise, we create a winning insurance platform, with strong further growth momentum.

I am very much looking forward to working together with Pavlos Photiades and his team to build the best quality insurance group, supported by the best talent from both Universal and Altius, that will offer a comprehensive range of solutions and an exceptional customer experience.

A special reference should also be made to Doukas Palaiologos, an insurance veteran and Altius' core shareholder who led its transformation. Doukas has been a longstanding partner of Alpha Bank at various instances over the past twenty years.

This dual transaction reaffirms Alpha Bank's enduring commitment to the Cypriot market, where we aim to support households, businesses, and the wider economy by offering best quality, innovative and reliable banking and insurance solutions."

From a financial perspective, the Transaction is fully aligned with Alpha Bank's capital allocation policy, exceeding all disclosed M&A at Group level, delivering:

• Return on capital employed (RoCET) in excess of 20%.
• EPS accretion of approximately 2%, with Cyprus operations net income growing in excess of 20%.
• RoTE accretion in excess of 30 bps.
• Minor capital impact of 23bps on CET1 capital, fully consistent with Alpha Bank's disclosed capital distribution policy

The complementary nature of the combination accelerates the execution of Alpha Bank's strategy, by enhancing the quality, diversification and resilience of the revenue base through capital-light, fee-based income generation. The Transaction is expected to generate significant synergies, driven by an expanded network of approximately 400 insurance Agents and more than 100.000 Clients, more than doubling the Group's cross-selling potential for banking products and unlocking additional asset management income. These synergies include but are not limited to:

• leveraging Altius' Life and Non-Life capabilities and Universal Life's Life and Health insurance expertise across an expanded, combined agency network, broadening product reach and customer access, and
• further development of the bancassurance model, building on Altius' proven track record and expertise, through a close partnership and bancassurance agreement with Alpha Bank Cyprus, creating a high-performing distribution channel aligned with the Group's growing market position in Cyprus.

The Transaction represents an important milestone in the execution of Alpha Bank's strategy to build a diversified, resilient, and capital-efficient financial services group, creating long-term value for shareholders, customers and the Cypriot economy.

Completion of the Transaction is expected in the third quarter of 2026, subject to receipt of all necessary regulatory approvals and fulfillment of customary conditions precedent. Alpha Bank will keep investors appropriately informed of further developments with respect to the Transaction, in full compliance with applicable legal and regulatory requirements.