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Eurobank Ergasias Services and Holdings S.A.

Share Issue/Capital Change Dec 22, 2025

2644_tar_2025-12-22_242579a0-7ba7-4cb4-889d-6631a03f470b.pdf

Share Issue/Capital Change

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ANNOUNCEMENT

Eurobank S.A. (hereafter "Eurobank" or "Bank") announces, based on relevant notification received from the company Fairfax Financial Holdings Limited ("Fairfax"), in connection with the reverse merger by absorption by Eurobank S.A. of Eurobank Ergasias Services and Holdings S.A., completed on 12 December 2025, and as a result of the merger, previously disclosed holdings of Fairfax and its subsidiaries in Eurobank Ergasias Services and Holdings S.A. have become holdings in Eurobank, that the percentage of the Bank's voting rights held directly and indirectly by Fairfax, on 12.12.2025 remains absolutely the same (without any change in the threshold), amounted to 32.67% of the total number of the Eurobank's voting rights, corresponding to 1,186,363,895 voting rights of the Eurobank's ordinary shares. However, the respective directly and indirectly percentages of voting rights on Eurobank's common shares held by Fairfax, through its controlled companies, were changed as follows.

From the aforementioned voting rights of Eurobank's ordinary shares, Fairfax holds directly 0.42% corresponding to 15,346,002 voting rights of Eurobank's ordinary shares and indirectly, through its controlled subsidiaries 32.25% corresponding to 1,171,017,893 voting rights of Eurobank's ordinary shares, whereas the chain of Fairfax's controlled legal entities that hold directly the aforementioned voting rights is outlined below:

Greek Law 3864/2010
(excluding those held by the HFSF)
1.
Fairfax (US) Inc.
4.92%
2.
Fairfax (Barbados) International Corp.
0.34%
3.
Wentworth Insurance Company Ltd
2.08%
4.
Resolution Group Reinsurance
1.25%
(Barbados) Limited
5.
Federated Insurance Company of
0.02%
Canada
6.
Northbridge General Insurance
0.03%
Corporation
7.
Verassure Insurance Company
0.01%
8.
Zenith Insurance Company (Canada)
0.01%
9.
United States Fire Insurance Company
3.44%
10.
TIG Insurance Company
0.11%
11.
Allied World Assurance Company, Ltd
1.85%
12.
Allied World Insurance Company
1.75%
13.
Allied World Specialty Insurance
0.17%
Company
14.
Odyssey Reinsurance Company
7.23%
15.
Hudson Insurance Company
0.28%
16.
Odyssey Re Europe S.A.
0.08%
17.
Newline Corporate Name Limited
1.45%
18.
Newline Insurance Company Limited
0.21%
19.
Newline Europe Versicherung AG
0.05%
20.
Odyssey Reinsurance (Barbados) Ltd
2.23%
21.
Brit Syndicates Limited
0.04%
22.
Brit UW Limited
0,84%
23.
HWIC Value Opportunities Fund
0.28%
24.
HWIC Global Equity Fund
1.31%
25.
Eurolife FFH Life Insurance Single
1.64%
Member S.A.
26.
Eurolife FFH General Insurance Single
0.12%
Member S.A.
27.
Eurolife FFH Asigurari de Viata S.A.
0.0018%
28.
Eurolife FFH Asigurari Generale S.A.
0.0018%
29.
Fairfax Financial Holdings Master Trust
0.39%
Fund
Name % of voting rights held directly pursuant to
30. The Sixty-Three Foundation 0.08%

For indirect holdings, in the aforementioned notification received from Fairfax, the following are noted:

  • A. Fairfax (US) Inc. is controlled by Fairfax Financial Holdings Limited through the following chain:
  • Fairfax Financial Holdings Limited holds 100% of the share capital of FFHL Group Ltd.
    1. FFHL Group Ltd. holds 100% of the share capital of Fairfax (US) Inc.
  • B. Fairfax (Barbados) International Corp. is controlled by Fairfax Financial Holdings Limited through the following chain:
  • Fairfax Financial Holdings Limited holds 100% of the share capital of FFHL Group Ltd.
    1. FFHL Group Ltd. holds 100% of the share capital of Fairfax (Barbados) International Corp.
  • C. Wentworth Insurance Company Ltd is controlled by Fairfax Financial Holdings Limited through the following chain:
    1. Fairfax Financial Holdings Limited holds 100% of the share capital of FFHL Group
    1. FFHL Group Ltd. holds 100% of the share capital of Fairfax (Barbados) International Corp.
    1. Fairfax (Barbados) International Corp holds 100% of the share capital of Wentworth Insurance Company Ltd
  • D. Resolution Group Reinsurance (Barbados) Limited is controlled by Fairfax Financial Holdings Limited through the following chain:
  • Fairfax Financial Holdings Limited holds 100% of the share capital of FFHL Group Ltd.
    1. FFHL Group Ltd. holds 100% of the share capital of Fairfax (US) Inc.
    1. Fairfax (US) Inc. holds 100% of the share capital of Riverstone Group Holding Corporation
    1. Riverstone Group Holding Corporation holds 100% of the share capital of Resolution Group Reinsurance (Barbados) Limited
  • E. Federated Insurance Company of Canada is controlled by Fairfax Financial Holdings Limited through the following chain:
  • Fairfax Financial Holdings Limited holds 100% of the share capital of FFHL Group Ltd.
    1. FFHL Group Ltd. holds 100% of the share capital of Northbridge Financial Corporation
    1. Northbridge Financial Corporation holds 100% of the share capital of Northbridge General Insurance Corporation
    1. Northbridge General Insurance Corporation holds 100% of the share capital of Federated Insurance Company of Canada
  • F. Northbridge General Insurance Corporation Company is controlled by Fairfax Financial Holdings Limited through the chain described above under E, points 1-3:
  • G. Verassure Insurance Company is controlled by Fairfax Financial Holdings Limited through the following chain:

Northbridge General Insurance Corporation holds 100% of the share capital of Verassure Insurance Company (please refer to point F. above with respect to the chain through which Northbridge General Insurance Corporation is controlled by Fairfax Financial Holdings Limited).

H. Zenith Insurance Company (Canada) is controlled by Fairfax Financial Holdings Limited through the following chain:

Northbridge General Insurance Corporation holds 100% of the share capital of Zenith Insurance Company (Canada) (please refer to point F. above with respect to the chain through which Northbridge General Insurance Corporation is controlled by Fairfax Financial Holdings Limited).

  • I. United States Fire Insurance Company is controlled by Fairfax Financial Holdings Limited through the following chain:
    1. Fairfax Financial Holdings Limited holds 100% of the share capital of FFHL Group

Ltd.

    1. FFHL Group Ltd. holds 100% of the share capital of Fairfax (US) Inc.
    1. Fairfax (US) Inc. holds 100% of the share capital of Crum & Forster Holdings Corp.
    1. Crum & Forster Holdings Corp. holds 100% of the share capital of United States Fire Insurance Company
  • J. TIG Insurance Company is controlled by Fairfax Financial Holdings Limited through the following chain:

Fairfax (US) Inc. holds 100% of the share capital of TIG Insurance Company (please refer to point A. above with respect to the chain through which Fairfax (US) Inc. is controlled by Fairfax Financial Holdings Limited).

  • K. Allied World Assurance Company Ltd, Allied World Insurance Company and Allied World Specialty Insurance Company are controlled by Fairfax Financial Holdings Limited through the following chain:
    1. Fairfax Financial Holdings Limited holds 100% of the share capital of 1102952 B.C. Unlimited Liability Company.
    1. 1102952 B.C. Unlimited Liability Company holds 83.41% of the share capital of Allied World Assurance Company Holdings Ltd.
    1. Allied World Assurance Company Holdings Ltd holds 100% of the share capital of Allied World Assurance Company Holdings I, Ltd.
    1. Allied World Assurance Company Holdings I, Ltd holds 100% of the share capital of Allied World Assurance Company, Ltd.
    1. Allied World Assurance Company, Ltd holds 100% of the share capital of Allied World Assurance Holdings (Ireland) Ltd.
  • Allied World Assurance Holdings (Ireland) Ltd. holds 100% of the share capital of Allied World Assurance Holdings (U.S.) Inc.
    1. Allied World Assurance Holdings (U.S.) Inc. holds 100% of the share capital of Allied World Insurance Company.
    1. Allied World Insurance Company holds 100% of the share capital of AW Underwriters Inc.
  • AW Underwriters Inc. holds 100% of the share capital of Allied World Specialty Insurance Company.
  • L. HWIC Value Opportunities Fund is controlled by Fairfax Financial Holdings Limited through the following chain:
  • Fairfax Financial Holdings Limited holds 100% of the share capital of Polskie Towarzystwo Reasekuracji Spólka Akcyjna.
    1. Polskie Towarzystwo Reasekuracji Spólka Akcyjna holds 1.03% of the share capital of HWIC Value Opportunities Fund.
    1. Allied World Assurance Company (Europe) dac holds 5.68% of the share capital of HWIC Value Opportunities Fund (please refer to point C.6 above with respect to the chain through which Allied World Assurance Company (Europe) dac is controlled by Fairfax Financial Holdings Limited).
  • Allied Word Assurance Company, AG (held 100% by Allied World Assurance Holdings (Ireland) Ltd.) holds 13.15% of the share capital of HWIC Value Opportunities Fund (please refer to point C.5 above with respect to the chain through which Allied World Assurance Holdings (Ireland) Ltd. is controlled by Fairfax Financial Holdings Limited).
    1. Fairfax Financial Holdings Limited holds 100% of the share capital of FFHL Group
    1. FFHL Group Ltd. holds 100% of the share capital of Fairfax (US) Inc., Delaware.
    1. Fairfax (US) Inc., Delaware holds 90.01% of the share capital of Odyssey Group Holdings Inc.
    1. Odyssey Group Holdings Inc. holds 100% of the share capital of Odyssey Reinsurance Company.
    1. Odyssey Reinsurance Company holds 100% of the share capital of Newline Holdings UK Limited.
  • Newline Holdings UK Limited holds 100% of the share capital of Newline Insurance Company Limited and 100% of the share capital of Newline Corporate Name Limited.
  • Newline Insurance Company Limited holds 1.61% of the share capital of HWIC Value Opportunities and 100% of the share capital of Newline Europe Holdings GmbH.
    1. Newline Europe Holdings GmbH holds 100% of the share capital of Newline Europe Versicherung AG.

  • Newline Europe Versicherung AG holds 2.40% of the share capital of HWIC Value Opportunities Fund.
    1. Newline Corporate Name Limited holds 0.79% of the share capital of HWIC Value Opportunities Fund.
  • 15. FFHL Group Ltd. holds 100% of the share capital of Fairfax (Barbados) International Corp.
    1. Fairfax (Barbados) International Corp. holds 100% of the share capital of Colonnade Finance S.a.r.l.
    1. Colonnade Finance S.a.r.l. holds 100% of the share capital of Costa Luxembourg Holding S.a.r.l.
    1. Costa Luxembourg Holding S.a.r.l. holds 80% of the share capital of Eurolife FFH Insurance Group Holdings S.A.
  • 19. Eurolife FFH Insurance Group Holdings S.A. holds 100% of the share capital of Eurolife FFH General Insurance Single Member S.A. and 100% of the share capital of Eurolife FFH Life Insurance Single Member S.A.
    1. Eurolife FFH General Insurance Single Member S.A. holds 3.88% of the share capital of HWIC Value Opportunities Fund.
    1. Eurolife FFH Life Insurance Single Member S.A. holds 33.22% of the share capital of HWIC Value Opportunities Fund.
  • 22. FFHL Group Ltd holds 100% of the share capital of Fairfax UK Holdings Limited (previously known as Brit Limited).
    1. Fairfax UK Holdings Limited (previously known as Brit Limited) holds 100% of the share capital of Brit Group Holdings Limited.
  • 24. Brit Group Holdings Limited holds 100% of the share capital of Brit Insurance Holdings Limited.
    1. Brit Insurance Holdings Limited holds 100% of the share capital of Brit Reinsurance (Bermuda) Limited.
    1. Brit Reinsurance (Bermuda) Limited holds 12.59% of the share capital of HWIC Value Opportunities Fund.
    1. FFHL Group Ltd. holds 100% of the share capital of Fairfax Luxembourg Holdings S.àr.l.
    1. Fairfax Luxembourg Holdings S.àr.l. holds 100% of the share capital of Colonnade Insurance S.A.
    1. Colonnade Insurance S.A. holds 20.86% of the share capital of HWIC Value Opportunities Fund.
  • 30. Odyssey Reinsurance Company holds 100% of the share capital of Odyssey Re Europe Holdings S.A.S., France (please refer to point D.5-8 above with respect to the chain through which Odyssey Reinsurance Company is controlled by Fairfax Financial Holdings Limited).
    1. Odyssey Re Europe Holdings S.A.S., France holds 99.9% and Odyssey Reinsurance Company holds 0.01% of the share capital of Odyssey Re Europe S.A., France.
    1. Odyssey Re Europe S.A., France holds 0.52% of the share capital of HWIC Value Opportunities Fund.
  • M. Odyssey Reinsurance (Barbados) Ltd is controlled by Fairfax Financial Holdings Limited through the following chain:
  • Odyssey Reinsurance Company holds 100% of the share capital of Odyssey Reinsurance (Barbados) Ltd. (please refer above under L, points 5-8 with respect to the chain through which Odyssey Reinsurance Company is controlled by Fairfax Financial Holdings Limited).
  • N. Odyssey Reinsurance Company is controlled by Fairfax Financial Holdings Limited through the chain described above under L, points 5-8.
  • O. Hudson Insurance Company is controlled by Fairfax Financial Holdings Limited through the following chain: Odyssey Reinsurance Company holds 100% of the share capital of Hudson Insurance
  • Company (please refer to point N. above with respect to the chain through which Odyssey Reinsurance Company is controlled by Fairfax Financial Holdings Limited).
  • P. Odyssey Re Europe SA is controlled by Fairfax Financial Holdings Limited through the chain described above under L, points 5-8 and 30-32.
  • Q. Newline Corporate Name Limited is controlled by Fairfax Financial Holdings Limited through the chain described above under L, points 5-10.
  • R. Newline Insurance Company Limited is controlled by Fairfax Financial Holdings Limited

through the chain described above under L, points 5-10.

  • S. Newline Insurance Company Limited is controlled by Fairfax Financial Holdings Limited through the chain described above under L, points 5-12.
  • T. Brit Syndicates Limited is controlled by Fairfax Financial Holdings Limited through the following chain:

Brit Insurance Holdings Limited holds 100% of the share capital of Brit Syndicates Limited (please refer to L, point 22-24 above with respect to the chain through which Brit Insurance Holdings Limited is controlled by Fairfax Financial Holdings Limited).

U. Brit UW Limited is controlled by Fairfax Financial Holdings Limited through the following chain:

Brit Insurance Holdings Limited holds 100% of the share capital of Brit UW Limited (please refer to L, point 22-24 above with respect to the chain through which Brit Insurance Holdings Limited is controlled by Fairfax Financial Holdings Limited).

  • V. HWIC Global Equity Fund is controlled by Fairfax Financial Holdings Limited through the following chain:
  • Brit Syndicates Limited holds 18.52% of the share capital of HWIC Global Equity Fund (please refer to T. above with respect to the chain through which Brit Syndicates Limited is controlled by Fairfax Financial Holdings Limited)
    1. Brit UW Limited holds 17.81% of the share capital of HWIC Global Equity Fund (please refer to U. above with respect to the chain through which Brit Insurance Holdings Limited is controlled by Fairfax Financial Holdings Limited)
    1. Brit Reinsurance (Bermuda) Limited holds 63.67% of the share capital of HWIC Global Equity Fund. Brit Insurance Holdings Limited holds 100% of the share capital of Brit Reinsurance (Bermuda) Limited (please refer to L, point 22-24 above with respect to the chain through which Brit Insurance Holdings Limited is controlled by Fairfax Financial Holdings Limited)
  • W. Fairfax Financial Holdings Master Trust Fund is managed by Fairfax Financial Holdings Limited.
  • X. The Sixty Three Foundation is managed by Fairfax Financial Holdings Limited.
  • Y. Eurolife FFH General Insurance Single Member S.A. and Eurolife FFH Life Insurance Single Member S.A. are controlled by Fairfax Financial Holdings Limited through the chain described above under L, points 15-19.
  • Z. Eurolife FFH Asigurari de Viata S.A. is controlled by Fairfax Financial Holdings Limited through the following chain:
  • Eurolife FFH Life Insurance Single Member S.A. holds 95% of the share capital of Eurolife FFH Asigurari de Viata S.A. (please refer to Y. above with respect to the chain through which Eurolife FFH Life Insurance Single Member S.A. is controlled by Fairfax Financial Holdings Limited)
    1. Eurolife FFH General Insurance Single Member S.A. holds 5% of the share capital of Eurolife FFH Asigurari de Viata S.A. (please refer to Y. above with respect to the chain through which Eurolife FFH General Insurance Single Member S.A. is controlled by Fairfax Financial Holdings Limited)
  • AA. Eurolife FFH Asigurari Generale S.A. is controlled by Fairfax Financial Holdings Limited through the following chain:
    1. Eurolife FFH Life Insurance Single Member S.A. holds 4.72% of the share capital of Eurolife FFH Asigurari de Viata S.A. (please refer to Y. above with respect to the chain through which Eurolife FFH Life Insurance Single Member S.A. is controlled by Fairfax Financial Holdings Limited)
    1. Eurolife FFH General Insurance Single Member S.A. holds 95.28% of the share capital of Eurolife FFH Asigurari de Viata S.A. (please refer to Y. above with respect to the chain through which Eurolife FFH General Insurance Single Member S.A. is controlled by Fairfax Financial Holdings Limited)

From the above companies of the FFH group, the following companies hold directly and

indirectly voting rights exceeding 5% in Eurobank S.A.:

    1. FFHL Group Ltd (27,85% indirectly)
    1. Fairfax (US) Inc. (4,92% directly and 16,29% indirectly (total 21,21%))
    1. Odyssey Group Holdings Inc. (11,49% indirectly)
    1. Odyssey Reinsurance Company (11,49% indirectly)

In the aforementioned notification received from Fairfax, it is noted that Fairfax is not a "controlled undertaking" of any person, as "controlled undertaking" is defined in L. 3556/2007 and that Fairfax submits the aforementioned notification for itself and on behalf of its subsidiaries

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