You should read the following important notice before accessing, reading or using in any way the Prospectus contained on this website.
This Prospectus (in the English language) of the credit institution under the corporate name “Alpha Bank S.A.” (hereinafter the “Absorbing Entity” or the “Alpha Bank”) which is contained in this link (www.alpha.gr/el/omilos/enimerosi-ependuton/enimerotiko-deltio-eisagogis/enimerotiko-deltio) of the Alpha Bank’s website, was approved by the BoD of the Hellenic Capital Market Commission on 16.06.2025 and relates to (i) the initial listing without commencement of trading of the existing 51,979,992,461 common, registered, voting shares of the Bank with a nominal value of €0.09 per share (the “Initial Shares”) pursuant to paragraph 3.1.15.6 of the Rulebook of the Athens Exchange (“ATHEX”), and (ii) the admission to trading on the ATHEX of the new 2,315,124,036 common, registered, voting, dematerialised shares of Alpha Bank with a nominal value of €0.29 per share (the “New Shares”) to be issued in the context of the merger by absorption by Alpha Bank of “Alpha Services and Holdings S.A.” (the “Absorbed Entity” or “Alpha Holdings”) pursuant to Article 16 of Law 2515/1997 as well as Articles 7-21 and 140 of Law 4601/2019 (the “Reverse Merger”), following the resolution of the Extraordinary General Meeting of Alpha Bank dated 30.04.2025 for the approval of the listing of all shares of Alpha Bank on the Main Market of the Regulated Market of the ATHEX (the “Listing”). The Board of Directors of Alpha Bank and of Alpha Holdings at their meetings dated 12.12.2024 decided to commence the Reverse Merger procedure and at their meetings that took place on 27.02.2025, approved the draft merger agreement. The Reverse Merger was approved by the Extraordinary General Meeting of the Absorbing Entity on 12.06.2025, and, if approved by the Extraordinary General Meeting of the Absorbed Entity on 23.06.2025, will result in the merger by absorption of Alpha Holdings by Alpha Bank.
The Prospectus has been approved by the BoD of the Hellenic Capital Market Commission on 16.06.2025 only in connection with the information furnished to investors, as required under Regulation (EU) 2017/1129 and the Delegated Regulations (EU) 2019/979 and (EU) 2019/980, Law 4706/2020 and Regulation (EU) 2021/528, as in force, and is available to investors, as per article 21 par. 2 of Regulation (EU) 2017/1129, from 16.06.2025 in electronic form on the websites of the ATHEX (https://www.athexgroup.gr/el/raise-capital/list/how-to/new-listed-issuers), Alpha Bank (www.alpha.gr/el/omilos/enimerosi-ependuton/enimerotiko-deltio-eisagogis/enimerotiko-deltio), and the Listing Advisor “Alpha Finance Investment Services Single Member S.A” (the “Listing Advisor” or “Alpha Finance”) (https://www.alphafinance.gr/el/pages/enimerotika-deltia)
In addition, the Prospectus will be also available to investors free of charge, upon request, in printed copies at the premises of Alpha Bank (40 Stadiou Str., Athens, GR-105 64) and of the Listing Advisor (45 Panepistimiou Str., Athens, GR- 105 64).
This Prospectus will be valid for twelve (12) months from the day of its approval by the BoD of the Hellenic Capital Market Commission.
The approval of the Prospectus by the Hellenic Capital Market Commission should not be understood as a favorable opinion regarding Alpha Bank or the quality of the shares that are the subject of the Prospectus. Investors should make their own assessment as to the suitability of investing in the New Shares of Alpha Bank and should read the Prospectus before making any investment decision.
Alpha Bank is not making and does not intend to make an offer to purchase securities, nor is it making or intending to make a solicitation of an offer to acquire securities in any jurisdiction. This document does not constitute an offer to purchase securities or a solicitation of an offer to acquire securities in the United States, Australia, Canada, South Africa, Japan, or in any other jurisdiction where this would be illegal.
The distribution of the Prospectus and any other documents or information contained in this link and on this website in general may be prohibited or restricted by the applicable legal and regulatory framework of certain jurisdictions. In particular, the Prospectus is addressed only to Greek investors, in accordance with Greek law, and is not directed, either directly or indirectly, to investors outside Greece, nor is it addressed to any jurisdiction where it is not permitted by the applicable legal and regulatory framework. Therefore, copies of the Prospectus shall not and will not be mailed or distributed, or sent in any other way outside of Greece to any jurisdiction where this is not permitted under the applicable legal and regulatory framework.
Furthermore, the securities described in the Prospectus have not been and will not be registered under the relevant securities laws of any jurisdiction other than Greece. Specifically, the shares have not been registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws in Australia, Canada, South Africa, or Japan.
Finally, investors outside of Greece or investors subject to the relevant laws and jurisdiction of other countries may be prohibited from exercising rights arising from the shares. By entering this website, you confirm that you have read and understood the contents of the above legal information and restrictions.