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 Board of Directors of CrediaBank S.A. (the "Company"), at its meeting held on 29.03.2026, pursuant to an authorization granted to it by virtue of the resolution of the Extraordinary General Meeting of the Company's shareholders dated 27.03.2026, in accordance with the provisions of articles 24 para. 1(b) and 27 par. 4 of Law 4548/2018, decided, among other things:
The increase of the Company's share capital by up to €18,750,000, through cash contribution, for the purpose of raising funds up to the amount of €300,000,000 through the issuance of up to 375,000,000 new common, dematerialized, voting registered shares with a nominal value of €0.05 each (the "New Shares"), with offering price €0.80 per New Share (the "Offering Price"), with the exclusion (abolition) of the pre-emptive right of the existing shareholders of the Company, in accordance with article 27 para. 4 of Law 4548/2018 and with the possibility of partial coverage, pursuant to article 28 of Law 4548/2018 (the "Share Capital Increase"). The difference between the nominal value and the Offering Price of the New Shares (up to €281,250,000, in the event of full subscription of the Share Capital Increase) will be credited to the Company's equity account "Share premium".
The final number of New Shares will be equal to the quotient of dividing the total amount ultimately raised through the Share Capital Increase by the Offering Price, and the final nominal amount of the Share Capital Increase will be equal to the product of the final number of New Shares multiplied by their nominal value (€0.05 per New Share).
That the New Shares will be offered: (i) in Greece, to Retail Investors and Qualified Investors (within the meaning of Regulation (EU) 2017/1129 and Annex II of Law 4514/2018), through a public offering, in accordance with Regulation (EU) 2017/1129 (the "Regulation"), the applicable provisions of Law 4706/2020 and the delegated decisions of the Hellenic Capital Market Commission (the "Greek Public Offering"), lasting three (3) business days, and (ii) outside Greece, through a private placement to qualified, institutional and other eligible investors, which does not constitute a public offering, and in each case subject to the applicable exemptions from the applicable prospectus publication requirements under the Regulation and other applicable legislation (the "International Offering" and, together with the Greek Public Offering, the "Combined Offering").
That the International Offering and the Greek Public Offering will be conducted in parallel and will last three (3) business days from 30.03.2026 to 1.04.2026. The Offering Price will be the same for the Greek Public Offering and the International Offering.
The granting of a preferential allocation right of New Shares to the Company's existing shareholders, as at the close of trading on the Athens Stock Exchange on 30.03.2026 (the "Record Date" and such shareholders, the "Priority Investors"), so that they may maintain their percentage of participation unchanged in relation to the percentage they hold in the Company's share capital prior to the Share Capital Increase i.e. at a ratio of 0.23176583713304 New Shares for each existing share (the "Preferential Allocation"), provided that they elect to participate in the Greek Public Offering (the "Preferential Allocation Right"). The number of New Shares to be allocated to each investor shall correspond to an integer number of trading units. In the event of fractional New Shares arising from the exercise of the Preferential Allocation Right, the number shall be rounded up to the nearest higher integer. It should be noted that the Preferential Allocation Right does not constitute a pre-emptive
right within the meaning of article 26 of Law 4548/2018 and is not negotiable or transferable in any way.
The authorisation of certain executives of the Company to act, jointly or severally, in the name and on behalf of the Company, to take the necessary actions for the completion of the Share Capital Increase and the Combined Offering.
Further information regarding the New Shares, the Share Capital Increase, the procedure for participation in the Greek Public Offering and the exercise of the Preferential Allocation Right will be included in the document to be published by the Company pursuant to articles 1(4)(db) and 1(5)(ba) of Regulation (EU) 2017/1129, in accordance with Annex IX of Regulation (EU) 2017/1129, for the availability of which the investing public will be informed by a further announcement from the Company.
For further information, shareholders may contact the Company's Shareholder Services Department at email custodyservices@crediabank.com.
Chalandri, 30.03.2026
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.