“EUROPE HOLDINGS S.A.” (the “Company”) announces that an Extraordinary General Meeting of the Company’s Shareholders was held in person on Friday, 23 October 2026, at 10:00 a.m. Nineteen (19) shareholders attended in person or by proxy, representing 117,482,435 ordinary registered shares carrying voting rights out of a total of 146,778,013 such shares, equivalent to 80.04% of the Company’s total paid-up share capital. The meeting therefore had the quorum required by law and the Company’s Articles of Association to consider all items on the agenda.
The General Meeting adopted the following resolutions on the agenda items:
1. UNANIMOUSLY APPROVED, with 117,482,435 votes in favour, representing 100% of valid votes:
• the merger by absorption of “EUROPE HOLDINGS S.A.”, as the Absorbed Company, by “CREDIABANK S.A.”, as the Absorbing Company, pursuant to Article 16 of Law 2515/1997, Articles 6 to 21, 30 to 34 and 140(3) of Law 4601/2019, the applicable provisions of Law 4548/2018 and any other applicable provision (the “Merger”), together with all the terms of the Merger, including the Exchange Ratio.
• the Merger Agreement Plan dated 16 September 2026 between the Company and CREDIA BANK, including its appendices, in its entirety and without amendment to its substantive terms.
• the detailed written report dated 16 September 2026 from the Company’s Board of Directors to the General Meeting on the Merger Agreement Plan, pursuant to Article 9 of Law 4601/2019; the Company’s transformation balance sheet as at 30 June 2026; the report dated 14 September 2026 by “TMS S.A. CERTIFIED AUDITORS ACCOUNTANTS” verifying the book value of the Company’s assets and liabilities, pursuant to Article 16(5) of Law 2515/1997; and the opinion dated 16 September 2026 by “BDO CERTIFIED AUDITORS S.A.” on the Fair and Reasonable Share Exchange Ratio, pursuant to Article 10 of Law 4601/2019 and Article 16(5) of Law 2515/1997.
• an Exchange Ratio of 1.4461103244394 new ordinary registered voting shares in CREDIA BANK for each one (1) ordinary registered voting share in the Company, with a total of 212,257,200 new CREDIA BANK shares to be issued to the Company’s shareholders, with no cash consideration payable as part of the Merger.
• the resulting increase in CREDIA BANK’s share capital to €132,473,401.74, divided into 2,207,890,029 ordinary registered voting shares with a nominal value of €0.06 each, as further specified in the Merger Agreement Plan. It noted that, on this basis, CREDIA BANK’s existing shareholders will hold 90.386% and the Company’s current shareholders 9.614% of CREDIA BANK’s share capital following the Merger.
• the other terms and mechanisms of the Merger set out in the Merger Agreement Plan, including CREDIA BANK’s universal succession, the dissolution of the Company without liquidation, the cancellation and suspension of trading in the Company’s shares, the crediting of new CREDIA BANK shares to eligible shareholders through “EURONEXT SECURITIES ATHENS S.A.” and the S.A.T., the settlement of any fractional entitlements, and the right of the new CREDIA BANK shares to participate in distributions from the date the Merger is completed.
The merger by absorption of the Absorbed Company by the Absorbing Company was approved by the Hellenic Competition Commission on 19 October 2026, pursuant to Article 8(3) of Law 3959/2011, in respect of the concentration arising from the merger of the merging companies, and by the Bank of Greece on 22 October 2026, in respect of the Absorbing Company’s acquisition of a direct qualifying holding in the Absorbed Company’s wholly owned subsidiary, “Europe Single-Member General Insurance S.A.”
2. UNANIMOUSLY APPROVED AND RATIFIED, with 117,482,435 votes in favour, representing 100% of valid votes:
To the extent required, all actions, steps and declarations taken to date by the Company’s Board of Directors and its representatives, attorneys-in-fact and authorised persons, solely in connection with the preparation and implementation of the Merger and in accordance with the Merger Agreement Plan and the resolutions of the Company’s competent corporate bodies. For the avoidance of doubt, this resolution does not constitute separate approval of the Company’s overall management or a release from liability under Law 4548/2018, and does not cover actions or steps unrelated to the Merger.
3. UNANIMOUSLY APPOINTED AND AUTHORISED, with 117,482,435 votes in favour, representing 100% of valid votes:
• Messrs Dimitrios Klonis, Vice-Chairman of the Company’s Board of Directors, and Ioannis Papavasileiou, the Company’s Chief Executive Officer, acting jointly or severally, to represent the Company before the competent notary and sign, in its name and on its behalf, the definitive notarial deed of the Merger in accordance with the Merger Agreement Plan and the terms of the Merger approved by the General Meeting, together with any related, supplementary or corrective notarial deed required solely to complete and effect the Merger.
• the above-named individuals, acting jointly or severally, to sign and submit any application, declaration, notification, certificate, solemn declaration, form, extract from minutes or other document, and to take any administrative, technical or implementation step required to carry out and complete the Merger before the competent corporate, administrative, supervisory, stock exchange and other authorities and bodies.
• the above-named individuals to accept and incorporate in the definitive notarial deed or other Merger documents solely any formal, technical, wording or other non-substantive adjustments that may be required by the notary or a competent authority or body, provided that these do not change the Exchange Ratio, the number or rights of the shares to be allotted to the Company’s shareholders, the ownership percentages, the structure of the share capital, the basic legal or economic structure of the Merger or any other substantive term.
• the above-named individuals to appoint, under a specific mandate, lawyers, executives, employees or other associates of the Company solely to carry out specific administrative, filing, technical or other implementation steps necessary to complete the Merger, without the ability to further delegate authority to make substantive amendments to the terms of the Merger or to sign the definitive notarial deed of the Merger.
• the Company’s Board of Directors, with the ability to further delegate this authority to the above-named individuals, to determine, in consultation with CREDIA BANK, Euronext Athens and “EURONEXT SECURITIES ATHENS S.A.”, the last trading day and suspension of trading in the Company’s shares, the record date for the holders of the new CREDIA BANK shares, and any other date or detail relating to the exchange, cancellation and delisting of the Company’s shares from Euronext Athens, and to make the relevant announcements to investors.
• approved any other action taken by the above-named authorised persons within the scope of the General Meeting’s resolution, where necessary to complete the corporate, supervisory, regulatory and stock exchange procedures and effect the Merger.
The Company will keep investors informed of progress towards completing the Merger and the relevant timetable, in accordance with the applicable regulatory framework.