Piraeus Financial Holdings S.A.

Regulatory Filings • Dec 5, 2025

This announcement may not be published or distributed, in whole or in part, directly or indirectly, in any country where such publication or distribution would violate applicable laws or rules or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.

Approval of the Merger by the Extraordinary General Meetings of Piraeus Financial Holdings S.A. and of Piraeus Bank S.A. [05.12.2025]

Piraeus Financial Holdings S.A. (hereinafter the "Absorbed Entity" or the "Company" ) and its a 100% subsidiary Piraeus Bank S.A. (hereinafter the "Absorbing Entity" of the "Bank" and together with the Absorbed Entity, the "Merging Entities"), following the Absorbed Entity's announcement dated 4.6.2025 whereby it informed the investors that its Board of Directors and the Board of Directors of the Absorbing Entity at their respective meetings held on 22.5.2025 approved the draft merger agreement (hereinafter the "Draft Merger Agreement") regarding the proposed merger by absorption of the Absorbed Entity into the Absorbing Entity (hereinafter the "Merger"), announces that on 5.12.2025 the Self-Convened Extraordinary General Meeting of the Bank and the Extraordinary General Meeting of the Company took place and among others resolved, inter alia, on the approval of the below:

• (a) the Merger by absorption between the Bank, acting as the absorbing entity, and the Company, as the Absorbed Entity pursuant to article 16 of Law 2515/1997 as well as articles 6 par.2 and 3, 7-21 and 140 para.3 of Greek law 4601/2019 and Greek law 4548/2018, as in force;
• (b) the Draft Merger Agreement dated May 22, 2025, including the Transformation Balance Sheets dated March 31, 2025, with the amendments that were submitted and approved by the Extraordinary General Meetings;
• (c) the Reports of the Certified Auditors dated May 22, 2025, regarding the verification of the accounting value of the assets and liabilities of the Company and the Bank as of March 31, 2025, as well as the review of the terms of the Draft Merger Agreement.

In the context of the approval of the Merger, the following were also approved by the Self-Convened General Meeting of the Bank: (a) the increase of the share capital of the Bank, due to the Merger, by an amount of EUR 1,149,436,316.04, through the issuance of 1,235,953,028 new, common, dematerialized, registered, voting shares with a nominal value of EUR 0.93 each; (b) the decrease of the share capital of the Bank, due to the Merger, by an amount of EUR 4,905,537,031 through the cancellation of all 4,905,537,031 shares of the Bank with a nominal value of EUR 1.00 each; as well as the amendment of Articles and 25 of the Articles of Incorporation of the Bank, in order to reflect the above adjustments to the Bank's share capital due to the Merger.

Following the above, it is noted that the completion of the Merger has already obtained the approval of the competent supervisory authority, i.e. the European Central Bank (acting through the Single Supervisory Mechanism) and remains subject to obtaining the approvals of the Ministry of Development.

Investors will be informed by the Merging Entities on the progress of the Merger process in accordance with applicable legislation.

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 Entity 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 Entity 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