The société anonyme under the name «ALTER EGO MEDIA A.E.» (hereinafter the «Company» or «ALTER EGO MEDIA» or the «Demerged Company») announces to the investment community that, at its meeting held on 5 November 2026, the following were approved:
i. The two draft demerger agreements by way of spin-off of a business division pursuant to Article 59 of Law 4601/2019, namely: (a) the draft agreement for the demerger of the Company by way of the spin-off of its business division, which comprises, on the one hand, the development and creation of original audiovisual content (Content Creation) and, on the other, the exploitation of the film library (audiovisual content library) of the MEGA television station, to meet the needs of the Group (MEGA, Mega Play, megatv.com, etc.) and for further exploitation through the distribution and provision of content in Greece and abroad, together with the related assets and liabilities, which constitute an autonomous business operation from an organisational perspective within the meaning of Article 54(3) of Law 4601/2019 (hereinafter, «Division A»), and the absorption of Division A by the société anonyme under the name «ALTER EGO STUDIOS ΜΟΝΟΠΡΟΣΩΠΗ Α.Ε.» (General Commercial Registry No. 160237301000) (hereinafter, «Beneficiary A»), and
(b) the draft agreement for the demerger of the Company by way of the spin-off of its business division, which comprises the provision of free-to-air digital terrestrial television broadcasting of a nationwide general-interest news programme under the «MEGA» logo, and the provision of other audiovisual media services, whether television broadcasts (linear services) or on-demand audiovisual media services (non-linear services). It includes, in particular, the licences and approvals issued by the National Council for Radio and Television (ESR) for the provision of those services, together with the related assets and liabilities of the division, which constitute an autonomous business operation from an organisational perspective within the meaning set out above (hereinafter, «Division B»), and the absorption of Division B by the société anonyme under the name «MEGA BROADCASTING ΜΟΝΟΠΡΟΣΩΠΗ Α.Ε.» (General Commercial Registry No. 196453301000) (hereinafter, «Beneficiary B»),
(hereinafter collectively, the «Demerger»; Division A and Division B, the «Divisions»; and Beneficiary A and Beneficiary B, the «Beneficiaries»), in accordance with the relevant provisions of Law 4601/2019, Law 4548/2018 and Part D (Articles 47-59) of Law 5162/2024, in consideration for the issue to the Company of all the new shares in each Beneficiary.
Both Beneficiaries are wholly owned subsidiaries of the Company.
ii. The demerger balance sheets, one for each Division, dated 30 June 2026 and prepared by the Company, and the valuation reports, one for each Division, under Article 17 of Law 4548/2018, prepared by the audit firm «PKF ΕΥΡΩΕΛΕΓΚΤΙΚΗ Α.Ε.» (SOEL Register No. 132 – 124 Kifisias Avenue, 11526 Athens), following a relevant Board resolution dated 14 October 2026; and
iii. The Board’s detailed explanatory reports on each draft demerger agreement by way of spin-off of a business division, pursuant to Article 61 of Law 4601/2019.
The Demerger forms part of the Group’s growth strategy and is intended to achieve the organisational and operational separation of its business activities by bringing together all the assets of each Division in the corresponding Beneficiary as a standalone business unit. This will provide a clearer picture of each Division’s financial performance and assets, while also enabling a more rational management structure, with specialised teams, greater accountability, faster decision-making and more effective cost and risk management.
At the same time, this operational independence will allow the assets of each Division to be commercially exploited in a more targeted way, capital to be allocated optimally and economies of scale to be achieved in line with each Division’s investment priorities, with the ultimate aim of strengthening the Group and creating long-term value for the Company and its shareholders.
The Demerger is not expected to affect the Company’s financial and asset structure, since both Beneficiaries are wholly owned subsidiaries of the Company and are fully consolidated in its financial results.
In addition, the audit firm «PKF ΕΥΡΩΕΛΕΓΚΤΙΚΗ Α.Ε.» delivered to the Company two opinion reports, one for each draft demerger agreement by way of spin-off of a business division, in accordance with Articles 10 and 62 of Law 4601/2019. In each report, it stated that the specific transactions involved in the Demerger are fair and reasonable, since the Company will receive all the new shares in each Beneficiary in consideration for the assets contributed to it and, accordingly, the Demerged Company will remain the indirect owner of the assets transferred from each Division.
Upon completion of the Demerger (on the date the relevant approval decision of the competent Authority is registered with the General Commercial Registry), the following will occur:
(α) the Company will receive all the new shares to be issued as part of the share capital increase of each Beneficiary as a result of the spin-off of Divisions A and B, and will remain their sole shareholder;
(β) each Beneficiary will automatically, without any further formality, become the universal successor to the Demerged Company in respect of all the assets, rights, obligations, licences of any kind and legal relationships comprising the corresponding Division, as they stand on the date the Demerger is completed.
Specifically with regard to Division B, the Company will take all necessary steps to notify the National Council for Radio and Television (ESR) of the notarial deed of Demerger, in accordance with Article 38 of Law 4779/2021, as in force, and to make any other notifications or obtain any approvals required under the applicable broadcasting legislation for the transfer to Beneficiary B of ESR licence No. 157/2019 and the approvals to provide audiovisual media services, as well as to ensure that Beneficiary B, as a content provider, complies with the requirements of applicable legislation on licensing and transparency of media ownership.
The Demerger documents were filed for the required publication formalities with the General Commercial Registry on 5 November 2026 and will be published on its website in accordance with Article 63 of Law 4601/2019 and the applicable legislation.
Completion of the Demerger is subject to obtaining all corporate, regulatory and other decisions and approvals required by law, including decisions by the competent corporate bodies of the Company and the Beneficiaries, execution of the Notarial Deed of Demerger, completion of all required registration and publication formalities with the General Commercial Registry, and receipt of any approvals required from the competent authorities under the applicable legislation.
The Company will keep the investment community informed, in accordance with the applicable legislation, of any material developments in the Demerger process.