Pursuant to Article 23 of Law 3461/2006 (the “Law”), the company named “ALPHA BANK S.A.” (the “Offeror”), announces the results of the voluntary public tender offer (the “Public Tender Offer”), which the Offeror submitted on April 6, 2026 (the “Date of the Public Offer”) to the shareholders of the public limited company under the name “ALPHA TRUST HOLDINGS S.A.” (the “Company”), for the acquisition of all of their common registered, dematerialized, voting shares, with a par value of €0.36 each (the “Shares”), which the Offeror and the Persons Acting in Concert with the Offeror did not hold, directly or indirectly, as of the Date of the Public Offer, namely 3,150,744 Shares, representing 100% of the Company’s total paid-in share capital and voting rights, in exchange for an offered price of €20.20 per Share in cash (hereinafter the “Offer Price”).
The prospectus for the Public Tender Offer was approved on May 27, 2026, by the Board of Directors of the Hellenic Capital Market Commission, pursuant to Article 11(4) of the Law (the “Prospectus”), as announced by the Offeror on May 28, 2026.
For the purposes of the Public Tender Offer, “Persons Acting in Concert with the Offeror” means the Offeror and the Offeror’s subsidiaries, as defined in subparagraph (e) of Article 2 of the Law and are listed in detail in Section 1.3.6 of the Prospectus. Aside from these persons, there are no other persons acting in concert with the Offeror within the meaning of paragraph (e) of Article 2 of the Law. The words and phrases, as well as the combinations of words and phrases with initial capital letters, defined in the Prospectus, shall have the same meaning when used in this announcement, unless otherwise defined herein or as otherwise implied by the context.
The acceptance period for the Public Offer began on May 29, 2026, and ended on June 26, 2026, at the close of business for banks operating in Greece. During the Acceptance Period, 116 Shareholders lawfully and validly accepted the Public Offer (the “Accepting Shareholders”), offering a total of 861.278 Shares, representing approximately 27.34% of the Company’s total paid-in share capital and voting rights (the “Offered Shares”).
The Offeror did not acquire any Shares through the Euronext Athens Stock Market from the Date of the Public Offer until the end of the Acceptance Period, with the exception of the acquisition on June 24,2026 via an over-the-counter transfer of 2,193,345 shares, representing 69.61% of the Company’s total paid-in share capital in fulfillment of the Share Purchase Agreements entered into between the Offeror and the Selling Shareholders on April 4, 2026. Consequently, the condition that the Offeror must have acquired the Minimum Number of Shares (66.67%) has been satisfied.
Consequently, upon completion of the transfer of the Offered Shares to the Offeror, in accordance with the provisions of the Prospectus, the Offeror and the Persons Acting in Concert with the Offeror will collectively hold 3,054.623 shares and voting rights of the Company, corresponding to approximately 96.95% of the Company’s total paid-in share capital and voting rights.
Payment of the Offer Price to Accepting Shareholders will begin on or around June 30, 2026. The Offeror will pay the Offer Price into Euronext Securities Athens’ account in TARGET 2, as well as all relevant fees and charges of Euronext Securities Athens, in accordance with the provisions of Decision No. 18/February 22,2021 of the Board of Directors of Euronext Securities Athens, as amended and currently in force. The Offeror will neither assume nor pay, on behalf of the Accepting Shareholders, the amount corresponding to the tax provided for in Article 9, paragraph 2, of Law No. 2579/1998, which currently amounts to 0.10% of the transaction value for the transfer of the Offered Shares to the Offeror and shall be borne by the Accepting Shareholders.
Upon payment of all the aforementioned amounts, Euronext Securities Athens will pay, on the same day, the amounts corresponding to the Offer Price to each Participant/Intermediary for the benefit of the Accepting Shareholders, after deducting the securities transaction tax referred to below, by crediting these amounts to the accounts of the respective Participants/Intermediaries in TARGET 2 and then, on the same day or no later than the next business day, Euronext Securities Athens will transfer the Shares from the Securities Accounts of the Accepting Shareholders to the Offeror’s Securities Account.
Given that, upon completion of the Tender Offer, the Offeror holds a total of at least 90% of the Company’s total paid-in share capital and voting rights, the Offeror:
(a) exercise the Right of Redemption, in accordance with Article 27 of the Law and Decision No. 1/644/April 22, 2013, of the Board of Directors of the Hellenic Capital Market Commission, and shall require the transfer, at a price per Share equal to the Offer Price, of the Shares held by the remaining Shareholders who did not accept the Public Offer (or did not accept it legally and validly),
(b) is required, in accordance with Article 28 of the Law and Decision 1/409/29.12.2006 of the Board of Directors of the Hellenic Capital Market Commission, to acquire, through the exercise of the Exit Right, on the stock exchange, all Shares offered to it within a period of three (3) months from the publication of the results of the Public Offer, at a price per Share equal to the Offer Price.
Upon completion of the Right of Acquisition process, the Offeror will convene a General Meeting of the Company’s Shareholders to decide on the delisting of the Shares from Euronext Athens, in accordance with Article 17(5) of Law 3371/2005, at which the Offeror will vote in favor of this resolution. Following the adoption of this resolution by the Company’s General Meeting of Shareholders, the Company will submit a request to the Hellenic Capital Market Commission (HCMC) to delist its Shares from Euronext Athens. Advisor to the Offeror
AXIA VENTURES GROUP LTD acted as Advisor to the Offeror in connection with the Public Tender Offer.