CrediaBank and EUROPE HOLDINGS S.A. (“Europe”, and together with CrediaBank, the “Merging Companies”) announce that the merger by absorption of Europe into CrediaBank has been completed, in accordance with Article 16 of Law 2515/1997 and the applicable provisions of Laws 4601/2019 and 4548/2018, as in force. The Merger was approved by resolutions adopted on 23 October 2026 by the Extraordinary General Meetings of CrediaBank and Europe.
Upon registration of the notarial deed of merger with the General Commercial Registry, the Merger took effect and the following consequences arose automatically and simultaneously, both between CrediaBank and Europe and in relation to third parties:
(a) By operation of law, in accordance with Article 16 of Law 2515/1997 and Article 18(2) of Law 4601/2019, as in force, CrediaBank became the universal successor to all of Europe’s assets and liabilities, as recorded in the balance sheet for the transformation of Europe, as the absorbed company, dated 30 June 2026, and as adjusted up to completion of the Merger.
Universal succession covers all of Europe’s rights, intangible assets, receivables, claims, whether disputed or not, obligations and, in general, legal relationships, including administrative licences and approvals issued in its favour.
(b) Europe was dissolved automatically without being put into liquidation and ceased to exist, while its shares will be delisted from Euronext Athens on 30 October 2026, at the end of the day.
(c) Any pending legal proceedings involving or against Europe will continue automatically in the name of CrediaBank, in accordance with Article 16 of Law 2515/1997 and Article 18(3) of Law 4601/2019, as in force, without any further formality on the part of CrediaBank.
(d) A total of 212,257,200 new ordinary registered voting shares in CrediaBank were issued, each with a nominal value of €0.06 (the “New Shares”). They will be allocated to Europe’s shareholders in accordance with the agreed exchange ratio of 1.4461103244394 new ordinary registered shares in CrediaBank for each ordinary registered share in Europe.
As a result, Europe’s shareholders become shareholders of CrediaBank, while CrediaBank’s shareholders will continue to hold the same number of shares after the Merger as they held before it, each with a new nominal value of €0.06.
Following the above, CrediaBank’s share capital, as increased as a result of the Merger, amounts to €132,473,401.74, divided into 2,207,890,029 ordinary registered voting shares, each with a nominal value of €0.06.
The New Shares will be credited to the beneficiaries’ accounts and securities accounts in the Dematerialised Securities System (DSS) on 30 October 2026. The beneficiaries are the shareholders registered in the DSS as shareholders of Europe on 29 October 2026 (the record date).
The New Shares will be credited directly to the beneficiaries’ securities accounts, with no action required on their part. Any security interests, pledges, usufructs, attachments or other legal encumbrances registered in the DSS against shares in Europe as at the record date will automatically transfer to the corresponding New Shares.
Any fractional entitlements arising from application of the exchange ratio will not confer a right to receive a fraction of a share. The shares resulting from the aggregation of such fractions will be sold by CrediaBank through Euronext Athens, and the net proceeds of the sale will be paid to the beneficiaries.
Admission of the New Shares to trading on the regulated market of Euronext Athens is exempt from the requirement to publish a prospectus or other information document, as the exemption under Article 1(5)(a) of Regulation 2017/1129 of the European Parliament and of the Council applies.
On 30 October 2026, Euronext Athens approved the admission of CrediaBank’s New Shares to trading and the start of trading.
Trading in the New Shares on the Main Market (the regulated market under Law 4514/2018) of Euronext Athens will begin on the first trading day after completion of the Merger, namely 2 November 2026.