ANNOUNCEMENT

ANNOUNCEMENT OF THE RESULTS OF THE VOLUNTARY TENDER OFFER BY “ALPHA BANK S.A.” TO THE SHAREHOLDERS OF “ALPHA TRUST HOLDINGS S.A.” FOR THE ACQUISITION OF ALL OF COMMON, REGISTERED SHARES WITH VOTING RIGHTS FOR AN OFFERED PRICE OF €20.20 PER SHARE IN CASH

ALPHA TRUST HOLDINGS S.A. informs the investors of the results of the aforementioned voluntary tender offer, as announced by “ALPHA BANK S.A.”, as follows:

  1. Pursuant to Article 23 of Greek Law 3461/2006 (the “Law”), ALPHA BANK S.A. (the “Offeror”) hereby announces the results of the voluntary tender offer (the “Tender Offer”), which was submitted by the Offeror on 06.04.2026 (the “Tender Offer Date”) to the shareholders of ALPHA TRUST HOLDINGS S.A. (the “Company”), for the acquisition of all of their ordinary, registered, dematerialised shares with voting rights, each having a nominal value of €0.36 (the “Shares”), which were not directly or indirectly held by the Offeror or the Persons Acting in Concert with the Offeror as of the Tender Offer Date, namely 3,150,744 Shares, representing 100% of the total paid-up share capital and voting rights of the Company, at an offered consideration of €20.20 per Share, payable in cash (the “Offered Consideration”). The information circular for the Tender Offer was approved on 27.05.2026 by the Board of the Hellenic Capital Market Commission, pursuant to Article 11 par. 4 of the Law (the “Information Circular”), as it was announced by the Offeror on 28.05.2026.
  2. For the purposes of the Tender Offer, the Persons Acting in Concert with the Offeror are deemed to be the Offeror and its subsidiaries, in accordance with Article 2(e) of the Law, as further specified in section 1.3.6 of the Information Circular. Other than the above, there are no other persons acting in concert with the Offeror within the meaning of Article 2(e) of the Law.

Words and phrases, as well as combinations of words and phrases, capitalised herein and defined in the Information Circular shall have the same meaning when used in this announcement, unless otherwise defined herein or the context otherwise requires.

  • The acceptance period of the Tender Offer commenced on 29.05.2026 and expired on 26.06.2026 at close of business of banks operating in Greece. During the Acceptance Period, 116 Shareholders validly accepted the Tender Offer (the “Accepting Shareholders”), tendering in aggregate 861,278 Shares, representing approximately 27.34% of the total paid-up share capital and voting rights of the Company (the “Offered Shares”).
  • The Offeror did not acquire any Shares through the Securities Market of Euronext Athens from the Tender Offer Date until the expiry of the Acceptance Period, with the exception of the acquisition on 24.06.2026 of 2,193,345 shares, through an over-the-counter transfer, representing 69.61% of the total paid-up share capital of the Company, in implementation of the Share Purchase Agreements that had been entered into between the Offeror and the Selling Shareholders on 04.04.2026. Consequently, the condition for the acquisition by the Offeror of the Minimum Number of Shares (66.67%) has been satisfied.
  • As a result of the above, following completion of the transfer of the Offered Shares to the Offeror, in accordance with the terms of the Information Circular, the Offeror and the Persons Acting in Concert with the Offeror will hold in aggregate 3,054,623 Shares and voting rights in the Company, representing approximately 96.95% of the total paid-up share capital and voting rights of the Company.
  • Payment of the Offered Consideration to the Accepting Shareholders will commence on or about 30.06.2026. The Offeror shall pay the Offered Consideration to the TARGET2 account of Euronext Securities Athens, as well as all relevant charges and fees payable to Euronext Securities Athens, in accordance with Resolution No. 18/22.02.2021 of the Board of Directors of Euronext Securities Athens, as amended and in force. The Offeror shall neither assume nor pay, on behalf of the Accepting Shareholders, the amount corresponding to the tax provided for in Article 9, paragraph 2 of Greek Law 2579/1998, which currently amounts to 0.10% over the transaction value for the transfer of the Offered Shares to the Offeror, which shall be borne by the Accepting Shareholders.
  • Following payment of all of the aforementioned amounts, Euronext Securities Athens shall, on the same day, pay the amounts corresponding to the Offered Consideration to each Participant/Intermediary for the benefit of the Accepting Shareholders, after deduction of the stock exchange transaction tax referred to above, by crediting such amounts to the respective TARGET2 accounts of the relevant Participants/Intermediaries. Thereafter, on the same day or, at the latest, on the next business day, Euronext Securities Athens shall transfer the Shares from the Securities Accounts of the Accepting Shareholders to the Securities Account of the Offeror.
  • Given that, following completion of the Tender Offer, the Offeror holds in aggregate at least 90% of the total paid-up share capital and voting rights of the Company, the Offeror:
    • shall exercise the Squeeze-out Right, in accordance with Article 27 of the Law and HCMC Board Resolution No. 1/644/22.04.2013, and shall require the transfer to it, at a price per Share equal to the Offered Consideration, of the Shares held by the remaining Shareholders, who did not accept the Tender Offer (or did not lawfully and validly accept it); and
    • shall be obliged, pursuant to Article 28 of the Law and HCMC Board Resolution No. 1/409/29.12.2006 to acquire, through the stock exchange and in exercise of the Sell-out Right, all Shares that will be tendered to it within a period of three (3) months following the publication of the results of the Tender Offer, at a price per Share equal to the Offered Consideration.
  • Following the completion of the Squeeze-out Right procedure, the Offeror shall convene a General Meeting of the Company’s shareholders, in order to adopt a resolution on the delisting of the Shares from Euronext Athens, in accordance with Article 17, para. 5 of Greek Law 3351/2005, at which meeting the Offeror shall exercise its voting rights in favour of such resolution. Following its adoption, the Company will submit to the HCMC a petition for the delisting of the Shares from Euronext Athens.

Offeror’s Adviser

AXIA VENTURES GROUP LTD acted as adviser to the Offeror in connection with the Tender Offer.

June 30th 2026