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Piraeus Financial Holdings S.A.

Delisting Announcement Dec 5, 2025

2643_rns_2025-12-05_6ad39ae5-32d8-432a-9391-0bb26f2f26b0.pdf

Delisting Announcement

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This announcement may not be published or distributed, in whole orin part, directly or indirectly, in any country where such publication or distribution would violate applicable laws or rules or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 PIRAEUS FINANCIAL HOLDINGS S.A.' SHARES, COMPLETION DATE OF THE REVERSE MERGER, CANCELLATION OF PIRAEUS BANK SOCIETE ANONYME'S TREASURY SHARES AND DELISTING OF PIRAEUS FINANCIAL HOLDINGS S.A. FROM THE ATHENS EXCHANGE [05.12.2025]

"PIRAEUS BANK Societe Anonyme" (hereinafter the "Bank" or "Piraeus Bank" or "Absorbing Entity") and "Piraeus Financial Holdings S.A." (hereinafter "Piraeus Holdings"), following:

  • a. the resolution of the Extraordinary General Meeting of Piraeus Bank dated 01.09.2025, by virtue of which (i) the listing of the Initial Shares (as defined below) and (ii) the listing and admission to trading of the New Shares (as defined below) of Piraeus Bank on the Main Market of the Regulated Market of the Athens Exchange (the "ATHEX") was resolved;
  • b. the resolution of the Listings and Market Operation Committee of ΑΤΗΕΧ dated 26.11.2025, regarding the preliminary fulfilment of listing requirements with regard to the listing of the Bank's Initial Shares (as defined below) on the Main Market of the Regulated Market of ΑΤΗΕΧ, according to article 2 para. 4 of Greek Law 3371/2005 and paragraphs 3.1.15.3 και 3.1.15.6 of the ATHEX Rulebook;
  • c. the approval of the Prospectus of the Bank by the Hellenic Capital Market Commission dated 28.11.2025 (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 Greek Law 4706/2020, as amended and in force, regarding: (a) the initial listing without commencement of trading of all the existing 4,905,537,031 common, registered, voting shares of Piraeus Bank, with a nominal value of €1.00 per share (the "Initial Shares") in accordance with paragraph 3.1.15.6 of ATHEX Rulebook and (b) the listing and admission to trading on ATHEX of the new 1,235,953,028 common, registered, voting dematerialized shares of Piraeus Bank, with a nominal value of €0.93 each (the "New Shares") to be issued in the context of the Reverse Merger (as defined below);
  • d. the announcement of the Bank regarding the availability of the approved Prospectus to investors, on Friday 28.11.2025;
  • e. the listing of the Initial Shares on Monday 01.12.2025 on the Main Market of the Regulated Market of ATHEX, without commencement of trading, in accordance with paragraph 3.1.15.6 of the ATHEX Rulebook;
  • f. the resolution Extraordinary General Meetings of Piraeus Bank and Piraeus Holdings held on 05.12.2025, pursuant to which the reverse merger by absorption of Piraeus Holding by Piraeus Bank was approved in accordance with Article 16 of Greek Law 2515/1997, as well as Articles 6 para. 2 and 3, 7-21 and 140 para. 3 of Greek Law 4601/2019 and the Greek Law 4548/2018 (the "Reverse Merger");

announce that:

  • (i) The last trading date of the shares of Piraeus Holdings on the Main Market of the Regulated Market of ATHEX is 16.12.2025.
  • (ii) The Reverse Merger, which was already approved by the European Central Bank, is expected to be completed on or around 19.12.2025 upon the registration of the notarial deed of the Reverse Merger and the publication of the announcement of the Ministry of Development's approval of the Reverse Merger on the General Commercial Register (GEMI).
  • (iii) At the time of the completion of the Reverse Merger, the share capital of Piraeus Bank will decrease by an amount of €4,905,537,031 due to the cancellation of the Initial Shares, i.e. the total number of the 4,905,537,031 common, registered, voting shares of Piraeus Bank with a nominal value of €1.00 each, representing the entire share capital of €4,905,537,031 of the Absorbing Entity, which shall be transferred, as a result of the Reverse Merger and by way of universal succession to Piraeus Bank and, therefore become treasury shares of Piraeus Bank according to paragraph 4 (b) of Article 49 of Greek Law 4548/2018 and shall be simultaneously cancelled pursuant to the decision of the Εxtraordinary General Meeting of the Absorbing Entity.
  • (iv) Onor around19.12.2025,the delisting ofthe shares ofPiraeusHoldingsfromATHEX will take place.

Moreover, the commencement of trading of the New Sharesto be issued in the context of the Reverse Merger, on ATHEX, is expected to take place on the first trading date following the completion of the Reverse Merger, i.e. on or around 22 December 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 have not been and will not be registered under the U.S. Securities Act of 1933, as amended and if force (the "Securities Act") or under any of the applicable securities laws of any state or other jurisdiction oftheUnited States. TheNew Shares may not be offered orsold, 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 securitieslaws oftheUnited States.

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