Completion of the Reverse Merger Between Piraeus Financial Holdings S.A. and Piraeus Bank Societe Anonyme - Commencement of Trading of the New Shares of Piraeus Bank Societe Anonyme
Piraeus Bank Société Anonyme ( “Piraeus Bank” or the “Bank”) informs the investor community that, following the announcement of the registration of decision No 3904812 ΑΠ/19.12.2025 of the Ministry of Development with the General Commercial Registry, the merger by absorption of “Piraeus Financial Holdings S.A.” (the “Company”) by Piraeus Bank, pursuant to the applicable legislation, including, without limitation, the provisions of articles 16 of Greek Law 2515/1997 as well Articles 6 para. 2 and 7 to 21 and 140 para. 3 of Greek Law 4601/2019 and the Greek Law 4548/2018, as in force, has been completed (the “Reverse Merger”). The Reverse Merger was approved by resolutions of the Extraordinary General Meetings of the Bank’s and the Company’s shareholders dated 05.12.2025.
As of the date of registration of the final reverse merger agreement in the General Commercial Registry, the Reverse Merger was effected and the following results occurred automatically and simultaneously, both between Piraeus Bank and the Company, as well as against third parties:
a. Piraeus Bank was substituted ipso jure in accordance with the provisions of article 16 of Greek Law 2515/1997 and para. 2 of article 18 of Greek Law 4601/2019, as in force, in its capacity as a universal successor, in all assets and liabilities of the Company, as such assets are reflected in the Transformation Balance Sheet dated 31.03.2025 and as they were formed up to completion of the Reverse Merger. The universal succession applies to all rights, intangible assets, demands, claims, either judicial or non-judicial, obligations and legal relations of the Company in general, including the administrative licenses and approvals which have been issued in favor of the Company.
b. The Company was dissolved without liquidation and ceased to exist, whereas its shares have been delisted from the Athens Stock Exchange (the “ATHEX”).
c. Any pending litigation of the Company will continue ipso jure, according to the provisions of article 16 of Greek Law 2515/1997 and para. 3 of article 18 of Greek Law 4601/2019, as in force, without further formalities, by Piraeus Bank.
d. The shareholders of the Company became shareholders of Piraeus Bank with the following agreed exchange ratio: for one (1) existing common, registered, voting share with a nominal value of EUR 0.93 each of the Company, the shareholder received one (1) new common, registered, voting, dematerialized share of Piraeus Bank with a nominal value of EUR 0.93 in the share capital of Piraeus Bank as it is formed within the context of the Reverse Merger, while the shareholders retain after the Reverse Merger the same number of shares they held prior to the Reverse Merger.
The ATHEX on 19.12.2025 approved the listing for trading of 1,235,953,028 new, ordinary, registered, dematerialized, voting shares of the Bank, with a new nominal value of €0.93, issued in the context of the Reverse Merger (the “New Shares”).
The commencement of trading on the Main Market of the regulated market of ATHEX of the New Shares will take place on the first trading date following the completion of the Reverse Merger, i.e. on Monday, 22.12.2025. The starting price of the New Shares on the Main Market of the regulated market of ATHEX on 22.12.2025, is equal to the closing price of the Company’s share on the last trading date on ATHEX prior to the completion of the Reverse Merger (16.12.2025), i.e. €7.0220, according to the decision of the Board of Directors of Piraeus Bank dated 05.11.2025, and pursuant to Articles 3.1.15.6(5) and 2.1.5(2) and 2.1.4 of the ATHEX Rulebook.
Athens, December 19, 2025