Alpha Services and S A : Press release

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7(1) OF REGULATION (EU) 596/2014 (AS AMENDED, "MAR").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

ALPHA SERVICES AND HOLDINGS S.A. ANNOUNCES THE MAXIMUM ACCEPTANCE

AMOUNT IN RELATION TO ITS CASH TENDER OFFER

5 June 2024

On 3 June 2024, Alpha Services and Holdings S.A. (the "Offeror") announced that it is inviting holders of its outstanding €500,000,000 Dated Subordinated Fixed Rate Reset Tier 2 Notes due 20301 (ISIN: XS2111230285) (the "Notes") to tender their Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount subject to, among other things, the satisfaction (or waiver) of the New Issue Condition (such invitation, the "Offer").

Following the pricing of the New Notes on 4 June 2024, the Offeror hereby announces that the Maximum Acceptance Amount, which is the maximum aggregate principal amount of Notes the Offeror proposes to accept for purchase pursuant to the Offer, has been set at €500,000,000. However, the Offeror reserves the right, in its sole and absolute discretion, to accept significantly less than such amount, or to accept none of such Notes, for purchase pursuant to the Offer (the final aggregate principal amount accepted for purchase pursuant to the Offer being the "Final Acceptance Amount"). Accordingly, if the Offeror accepts any Notes for purchase pursuant to the Offer and the aggregate principal amount of the Notes validly tendered for purchase is greater than the Final Acceptance Amount, the Offeror intends to accept such Notes on a pro rata basis such that the aggregate principal amount of Notes accepted for purchase pursuant to the Offer is no greater than the Final Acceptance Amount (as further described in the Tender Offer Memorandum).

The Offer is being made by the Offeror upon the terms and subject to the conditions contained in the tender offer memorandum dated 3 June 2024 (the "Tender Offer Memorandum") prepared by the Offeror in connection with the Offer, and is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer is 5.00 p.m. (Central European time) on 10 June 2024.

The Offeror will announce, as soon as reasonably practicable on 11 June 2024, its decision of whether to accept (subject to satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date) valid tenders of Notes for purchase pursuant to the Offer and, if so accepted, the Final Acceptance Amount and any Scaling Factor (if applicable).

For detailed terms of the Offer please refer to the Tender Offer Memorandum which (subject to the offer and distribution restrictions set out therein) can be obtained from the Tender Agent referred to below. Holders are

1 At the time the Notes were issued the Issuer's legal name was "Alpha Bank AE". In connection with the demerger by way of hive- down of Alpha Bank AE's banking business in April 2021, the Issuer was renamed "Alpha Services and Holdings S.A.".

advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

DEALER MANAGERS

Barclays Bank Ireland PLC (Email: [e-mail]; Attention: Liability Management Group), BNP

PARIBAS (Telephone: [phone]; Email: [e-mail]; Attention: Liability

Management Group), Citigroup Global Markets Europe AG (Telephone: [phone]; Email:

[e-mail]; Attention: Liability Management Group), Goldman Sachs Bank

Europe SE (Telephone: [phone]; Email: liabilitymanagement.eu@ gs.com; Attention: Liability

Management), Morgan Stanley Europe SE (Telephone: [phone]; Email:

[e-mail]; Attention: Liability Management Team, Global Capital

Markets) and UniCredit Bank GmbH (Telephone: [phone]; Email:

[e-mail] / [e-mail]; Attention: DCM Italy / Liability Management).

TENDER AGENT

Kroll Issuer Services Limited (Telephone: [phone]; Attention: Arlind Bytyqi; Email:

[e-mail]; Website: https://deals.is.kroll.com/alphaholdings).

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7(1) of MAR, encompassing information relating to the Offer and the New Notes described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made on behalf of the Offeror by Mr Xenofon Avlonitis, Chief of Compliance of the Offeror.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any financial and tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes for purchase are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Offeror, the Dealer Managers or the Tender Agent (or any of their respective directors, officers, employees, advisers or affiliates) makes any recommendation as to whether Holders should tender Notes pursuant to the Offer. None of the Offeror, the Dealer Managers or the Tender Agent (or any of their respective directors, officers, employees, advisers or affiliates) is providing Holders with any legal, business, regulatory, financial, investment, tax, accounting or other advice in this announcement or the Tender Offer Memorandum. Holders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for cash.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer or an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offer will not be accepted from

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any Holders) in any circumstances in which such offer or solicitation is unlawful. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities and the minimum denomination of the New Notes will be €100,000.

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. person (as defined in Regulation S of the Securities Act (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States, to any person located or resident in the United States or to any U.S. Person, and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by any person located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or by any U.S. Person or by use of such mails or any such means, instrumentality or facility will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy or sell, or a solicitation of an offer to buy or sell, any Notes or other securities in the United States or to U.S. Persons. Notes may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.

Each Holder participating in the Offer will represent that it is not a U.S. Person and is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and who is not a U.S. Person. For the purposes of this and the above two paragraphs, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer or to the Notes have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35- bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase pursuant to the Offer

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through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis- à-vis its clients in connection with the Notes and/or the Offer.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21(1) of the Financial Services and Markets Act 2000 (as amended, the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "FPO"); (2) persons who are Holders or who fall within Article 43(2) of the FPO; or (3) any other persons to whom these documents and/or materials may lawfully be communicated in accordance with the FPO. Any investment or investment activity to which this announcement or the Tender Offer Memorandum relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.

Hellenic Republic

This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer (jointly the "Offer Documents") have only been and shall only be distributed in the Hellenic Republic to eligible counterparties and professional clients only, each as defined in MiFID II, as amended and in force, and the Greek implementing Law 4514/2018 as amended and in force (jointly the "MiFID II Laws"). Accordingly, the Offer Documents are not being distributed to, and must not be passed on to, the general public in the Hellenic Republic. Further, in relation to the Offer:

1. no offer of securities to the public in the sense of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") and the relevant provisions of Greek Law 4706/2020 shall take place; and
2. no advertisement, notice, statement or other action has been or shall be reviewed, approved or authorised by the Hellenic Capital Market Commission under the Prospectus Regulation (including, Article 22 thereof) and/or Greek Law 3461/2006 (the "Greek Tender Offers Law"), transposing into Greek law Directive 2004/25/EC on tender offers (all, as amended and in force),

in, from or otherwise involving the Hellenic Republic.

Furthermore, neither the Offer nor any Offer Document constitutes a "tender offer" (dimossia protassi), for the purposes of the Greek Tender Offers Law, for, or otherwise a solicitation, recommendation, inducement or investment advice in connection with, the purchase, sale or exchange of, or otherwise for an investment in or divestment from, securities in the territory of the Hellenic Republic.

France

The Offer is not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of the Prospectus Regulation. None of the Tender Offer Memorandum, this announcement and any other documents or materials relating to the Offer have been or shall be distributed in

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France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offer. Neither the Tender Offer Memorandum nor this announcement has been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.

Belgium

The Offer is not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1, 2° of the Belgian Code of Economic Law, as amended from time to time (a "Belgian Consumer") and neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been nor shall they be distributed, directly or indirectly, in Belgium to Belgian Consumers.

General

In addition to the representations referred to above in respect of the United States, each Holder participating in the Offer will be deemed to give certain representations and warranties in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Non-compliance with these could result in, among other things, the non-acceptance of, or the subsequent revocation of an acceptance of, a Tender Instruction.

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