According to article 23 of Law 3461/2006 (the “Law”), the company under the name “ALPHA BANK SOCIETE ANONYME” (the “Offeror”), announces the results of the voluntary public offer (the “Public Offer”), which the Offeror submitted on 06.04.2026 (the “Date of the Public Offer”) to the shareholders of the société anonyme under the name “ALPHA TRUST HOLDINGS SOCIETE ANONYME” (the “Company”), for the acquisition of all of their common registered, dematerialized, voting shares, with a nominal 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 on the Date of the Public Offer, namely 3,150,744 Shares, which represent 100% of the total paid-up share capital and voting rights of the Company, for an offered consideration of €20.20 per Share in cash (hereinafter the “Offered Consideration”).
The information memorandum for the Public Offer was approved on 27.5.2026 by the Board of Directors of the Hellenic Capital Market Commission, in accordance with article 11 para. 4 of the Law (the “Information Memorandum”), as announced by the Offeror on 28.5.2026.
In the context of the Public Offer, the Persons Acting in Concert with the Offeror are understood to mean the Offeror and the Offeror’s subsidiaries in accordance with the provisions of case (e) of article 2 of the Law and as set out in detail in section 1.3.6 of the Information Memorandum. Apart from these persons, there are no other persons acting in concert with the Offeror within the meaning of case (e) of article 2 of the Law. The words and phrases as well as combinations of words and phrases with initial capital letters, the definition of which is given in the Information Memorandum, shall have the same meaning when used in this announcement, unless otherwise defined herein or otherwise results from the context.
The acceptance period of the Public Offer started on 29.05.2026 and ended on 26.06.2026 at the end of the operating hours of the banks operating in Greece. During the Acceptance Period, 116 Shareholders lawfully and validly accepted the Public Offer (the “Accepting Shareholders”), offering in total 861,278 Shares, which represent approximately 27.34% of the total paid-up share capital and voting rights of the Company (the “Offered Shares”).
The Offeror did not acquire Shares through the Securities Market of Euronext Athens from the Date of the Public Offer until the end of the Acceptance Period, with the exception of the acquisition on 24.06.2026 through an over-the-counter transfer of the 2,193,345 shares corresponding to 69.61% of the total paid-up share capital of the Company in execution of the Share Purchase Agreements that had been concluded between the Offeror and the Selling Shareholders on 04.04.2026. Consequently, the condition that the Offeror has acquired the Minimum Number of Shares (66.67%) has been satisfied.
Therefore, after the completion of the transfer of the Offered Shares to the Offeror, in accordance with the provisions of the Information Memorandum, the Offeror and the Persons Acting in Concert with the Offeror will hold in total 3,054,623 Shares and voting rights of the Company, corresponding to approximately 96.95% of the total paid-up share capital and voting rights of the Company.
The payment of the Offered Consideration to the Accepting Shareholders will commence on or about 30.06.2026. The Offeror will pay the Offered Consideration to the account of Euronext Securities Athens in TARGET 2, as well as all relevant charges/fees of Euronext Securities Athens, as provided for in decision no. 18/22.02.2021 of the Board of Directors of Euronext Securities Athens, as amended and in force. The Offeror will not undertake or pay on behalf of the Accepting Shareholders the amount corresponding to the tax provided for in article 9 paragraph 2 of Law 2579/1998, which currently amounts to 0.10% of the transaction value for the transfer of the Offered Shares to the Offeror and shall burden the Accepting Shareholders.
After the payment of all the aforementioned amounts, Euronext Securities Athens will on the same day pay the amounts corresponding from the Offered Consideration to each Participant/Intermediary for the benefit of the Accepting Shareholders, after deduction of the stock exchange 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 at the latest within the next business day, Euronext Securities Athens will proceed with the transfer of the Shares from the Securities Accounts of the Accepting Shareholders to the Securities Account of the Offeror.
Given that the Offeror, after the completion of the Public Offer, holds in total at least 90% of the total paid-up share capital and voting rights of the Company, the Offeror:
(a) will exercise the Squeeze-out Right, in accordance with article 27 of the Law and decision 1/644/22.4.2013 of the Board of Directors of the HCMC, and will require the transfer, at a price per Share equal to the Offered Consideration, of the Shares of the remaining Shareholders, who did not accept the Public Offer (or did not accept it lawfully and validly),
(b) is obliged, in accordance with article 28 of the Law and Decision 1/409/29.12.2006 of the Board of Directors of the HCMC, to acquire through the stock exchange, in exercise of the Sell-out Right, all the Shares that will be 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 Offered Consideration.
After the completion of the Squeeze-out Right process, the Offeror will convene a General Meeting of the Company’s Shareholders with the subject of adopting a decision for the delisting of the Shares from Euronext Athens, in accordance with article 17 paragraph 5 of Law 3371/2005, at which the Offeror will vote in favor of this decision. Following the adoption of the said decision by the General Meeting of the Company’s shareholders, the Company will submit to the HCMC a request for the delisting of its Shares from Euronext Athens. Adviser to the Offeror
AXIA VENTURES GROUP LTD acted as Adviser to the Offeror in the context of the Public Offer.