IMPORTANT NOTICE - DISCLAIMER
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
CREDIABANK S.A. (the "Company") and the Placement Coordinators of the Greek Public Offering (as defined below) announce, in accordance with, inter alia, Capital Market Commission Circular No. 23/22.06.2004, the following:
According to the Company's announcement dated 01.04.2026, a total of 375,000,000 new, common, registered, dematerialized, voting shares, with a nominal value of €0.05 each, issued by the Company (the "New Shares"), were offered through the Combined Offering (as defined below). The offering price of the New Shares was €0.80 per New Share (the "Offering Price"). The Offering Price was the same in the Greek Public Offering and the International Offering (as defined below).
The New Shares were offered simultaneously through: (i) a public offering in Greece to Retail Investors and Qualified Investors, in accordance with article 1.4.db) of the Prospectus Regulation (the "Greek Public Offering"), and (ii) private placements abroad that did not constitute a public offering, and in any case subject to applicable exemptions from prospectus requirement (the "International Offering" and, together with the Greek Public Offering, the "Combined Offering").
Morgan Stanley and UBS Investment Bank acted as Global Coordinators and Managers, while Pantelakis Securities S.A., Euroxx Securities S.A., Optima bank S.A., Ambrosia Capital Hellas Single-Member Investment Services S.A. and Rizzo Farrugia & Co (Stockbrokers) Ltd acted as Co-Managers of the Bookbuilding in the International Offering.
EUROXX Securities S.A., Pantelakis Securities S.A., Optima bank S.A., and Ambrosia Capital Hellas Single-Member Investment Services S.A. acted as Placement Coordinators for the Greek Public Offering.
The Combined Offering was completed on April 1, 2026.
The total valid demand expressed by investors participating in the Combined Offering amounted to 1,419,357,928 shares, oversubscribing the 375,000,000 New Shares offered through the Combined Offering by approximately 3.8 times.
Specifically, considering only the valid subscriptions of the Combined Offering:
the total demand expressed in the Greek Public Offering amounted to 640,594,271 shares, corresponding to
€512,475,416.80, and was divided as follows:
256,676,271 shares were requested by Retail Investors, corresponding to €205,341,016.80 (based on
the Offering Price),
383,918,000 shares were requested by Qualified Investors, corresponding to €307,134,400 (based on
the Offering Price),
The total demand expressed in the International Offering exceeded the New Shares ultimately allocated in the International Offering, as described below.
The 375,000,000 New Shares were ultimately allocated between the Greek Public Offering and the International Offering as follows:
75,000,000 New Shares (representing 20% of the total New Shares) were allocated to Retail Investors and Qualified Investors participating in the Greek Public Offering. Existing Shareholders participating in the Greek Public Offering were entitled to Priority Allocation.
300,000,000 New Shares (representing 80% of the total New Shares) were allocated to investors participating in the International Offering. Existing Shareholders participating in the International Offering were not entitled to Priority Allocation.
The 75,000,000 New Shares ultimately allocated in the Greek Public Offering, representing 20% of the total New Shares (the "Greek Public Offering New Shares"), were allocated, in accordance with the decision of the Company's Board of Directors dated 01.04.2026 and the relevant provisions of the document in Annex IX of Regulation (EU) 2017/1129, as amended (the "Document"), based on valid demand at the Offering Price, as follows:
21,621,429 Greek Public Offering New Shares, representing 28.83% of the Greek Public Offering New Shares, were allocated to Existing Shareholders who submitted valid subscriptions in the Greek Public Offering and were entitled to Priority Allocation.
The remaining 53,378,571 Greek Public Offering New Shares, representing 71.17% of the Greek Public Offering New Shares, were allocated both to Existing Shareholders who applied for an excess amount and to new investors, following the pro-rata allocation of Greek Public Offering New Shares not allocated under Priority Allocation.
Furthermore, 51,831,602 Greek Public Offering New Shares, representing 69.11% of the Greek Public Offering New Shares, were allocated to Qualified Investors, and 23,168,398 Greek Public Offering New Shares, representing 30.89% of the Greek Public Offering New Shares, were allocated to Retail Investors.
As a result of the above and the decision of the Company's Board of Directors dated 07.04.2026, which, in accordance with the provisions of article 20 of Law 4548/2018, certified the timely and full payment of the total amount of the Share Capital Increase (as defined in the Document), the final subscription rate amounted to 100.00%.
Consequently, the Company's share capital was increased by eighteen million seven hundred fifty thousand euros (€18,750,000) through the issuance of three hundred seventy-five million (375,000,000) new, common, dematerialized, registered, voting shares, with a nominal value of €0.05 each, while the difference between the nominal value of the New Shares and the aggregate Offering Price, amounting to €281,250,000, will be credited to the account "Share Premium."
Accordingly, the Company's share capital now amounts to €99,650,620.35, divided into 1,993,012,407 registered shares, with a nominal value of five euro cents (€0.05) each.
The Placement Coordinators did not undertake any commitment to subscribe for unsubscribed New Shares nor did they submit applications for subscription in the Greek Public Offering on their own account, with the exception of:
Euroxx Securities S.A., which was allocated 2,423,379 New Shares, and
Optima bank S.A., which participated as an existing shareholder and was allocated 84,220 New Shares, of which 5,006 relate to the Preferential Allocation.
The total proceeds raised by the Company from the Combined Offering, before deducting the expenses of the Combined Offering, are €300,000,000 (i.e., €0.80*375,000,000 New Shares).
The net proceeds raised from the Combined Offering, after deducting the final issuance expenses of an amount of €19.70 million (excluding VAT), amounted to €280.30 million and will be used by the Company to strengthen its capital position.
The New Shares are expected to be credited to the securities accounts of the beneficiaries on April 7, 2026, and trading on the Athens Stock Exchange is expected to commence on April 8, 2026.
For more information, shareholders may contact the Company's Shareholder Services Department at the email address info@crediabank.com.
IMPORTANT NOTICE - DISCLAIMER
This announcement has been prepared for informational purposes only. The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.
This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration. No public offering of securities is being made in the United States.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to acquire, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Greece (each other Member State, a "Relevant State"). With respect to each Relevant State, no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant State. As a result, the securities may only be offered in Relevant States (a) to any legal entity which is a qualified investor as defined in Article 2 (e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") (each, a "Qualified Investor"); or (b) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation. For the purposes of this paragraph, the expression an "offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities.
In addition, the Company has not authorized any offer to the public of securities in the United Kingdom and no action has been undertaken or will be undertaken to make an offer to the public of securities that could require publication of a prospectus in the United Kingdom. Accordingly, this communication is only being distributed in the United Kingdom to persons who are qualified investors within the meaning of Paragraph 15, Part 1, Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024/105 (the "POAT Regulations") who are persons (i) falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) who are high net worth companies as described in Article 49(2)(a) to (d) of the Order, or (iii) to whom such investment or investment activity may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this communication relates will, in the United Kingdom, only be available to, and will only be engaged in with, Relevant Persons. Any person in the United Kingdom who is not a Relevant Person must not act or rely on this announcement or any of its contents.
Any investment activity to which this announcement relates is available only to investors resident in Greece, Qualified Investors in Relevant States, and Relevant Persons in the United Kingdom, and may only be conducted with such persons. Persons who are not Qualified Investors (in Relevant States) or Relevant Persons (in the United Kingdom) should not act or rely on this announcement or any of its contents.