EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.

Approval of the Merger by the Extraordinary General Meeting of Eurobank Ergasias Services and Holdings S.A.

 

This announcement may not be published or distributed, in whole or in part, directly or indirectly, in any country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to the requirements under Greek law. For further information, see “Important Notice” below. 

 

Athens, 3 December 2025

Approval of the Merger by the Extraordinary General Meeting of Eurobank Ergasias Services and Holdings S.A.

“Eurobank Ergasias Services and Holdings S.A.” (“Absorbed Company” or “Company”), following (i) its announcement dated 02.05.2025, informing investors that its Board of Directors and the Board of Directors of its 100% subsidiary, “Eurobank S.A.” (“Absorbing Company” or “Bank” and together with the Absorbed Company “Merging Companies”), at their respective meetings held on 30.04.2025, approved the draft merger agreement (“Draft Merger Agreement”) for the proposed merger by absorption of the Absorbed Company by the Absorbing Company (“Merger”), as well as (ii) the Bank’s Extraordinary General Meeting dated 22.10.2025 whereby the latter unanimously resolved, among other matters, on the approval of the Merger together with the Merger Documentation (as described below) concerning the Bank, announces that on 03.12.2025 the Extraordinary General Meeting of the Company was held, which approved the following: 

(a) the Merger by absorption between the Bank, as the absorbing company, and the Company, as the absorbed company, in accordance with Article 16 of Law 2515/1997, Articles 6 to 21, 30 to 34 and 140 of Law 4601/2019, as in force, and the applicable provisions of Law 4548/2018; and

(b) the Merger Documents relating to the Company, namely the Draft Merger Agreement, the transformation balance sheet as at 31.12.2024, the report of the Board of Directors of the Absorbed Company on the Draft Merger Agreement, and the report verifying the accounting value of the assets and liabilities of the Absorbed Company.

Following the above, it is noted that the completion of the Merger has already received the approval of the competent supervisory authority, namely the European Central Bank (within the framework of the Single Supervisory Mechanism) pursuant to Article 16 of Law 2515/1997, while it remains subject to the receipt of the necessary approval, of the Ministry of Development.

Important Notice: The distribution of this announcement may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The new shares of the Absorbing Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act”) or under any of the applicable securities laws of any state or other jurisdiction of the United States. The new shares of the Absorbing Company may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S under the Securities Act), unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws of the United States.