Disclaimer

This Prospectus of the credit institution under the corporate name "PIRAEUS BANK Société Anonyme" (hereinafter the "Bank" or the "Issuer" or the "Absorbing Entity") was approved by the Board of Directors of the Hellenic Capital Market Commission on 28.11.2025 (hereinafter the "Prospectus") and concerns:

• the initial listing of the existing 4,905,537,031 common, registered, voting shares of the Bank, with a nominal value of €1.00 each (the "Initial Shares") in accordance with paragraph 3.1.15.6 of the Regulation of the Athens Exchange (the "ATHEX"), without the commencement of trading, on the Main Market of the Regulated Market of the ATHEX and
• the admission to trading on the Athens Stock Exchange of all new 1,235,953,028 common, registered, voting, dematerialized shares of the Bank with a nominal value of €0.93 each (the "New Shares" and together with the Initial Shares, the "Shares") to be issued in the context of the reverse merger by absorption of "Piraeus Financial Holdings S.A." (the "Absorbed Entity" or "Piraeus Holdings", and jointly with the Absorbing Entity, the "Merged Entities") by the Bank, in accordance with Article 16 of Greek Law 2515/1997 as well as Articles 6 para. 2 and 3, Articles 7-21 and 140 para. 3 of Greek Law 4601/2019 (the "Reverse Merger"), following the decision of the Extraordinary General Meeting of the Bank dated 01.09.2025 for the approval of (i) the admission of the Initial Shares and (ii) the admission to trading of the New Shares on the Regulated Market (Main Market) of ATHEX.

The Board of Directors of Piraeus Bank and Piraeus Holdings, at their meetings on 20.02.2025, decided to initiate the Reverse Merger procedure and at their meetings, which took place on 22.05.2025, approved the draft merger agreement. The Reverse Merger is subject to approval by the extraordinary General Meetings of the Absorbing Entity and the Absorbed Entity, as well as by the Ministry of Development, and is expected to become effective on December 19, 2025.

The Prospectus has been approved by the Board of Directors of the Hellenic Capital Market Commission, only in connection with the information furnished to investors, as required under the provisions of Regulation (EU) 2017/1129, the Delegated Regulations (EU) 2019/979 and 2019/980 of the European Commission and Greek Law 4706/2020, as in force. Such approval shall not be considered as an endorsement for the Issuer or for the Shares. Prospective investors should make their own assessment as to the suitability of investing in the New Shares. This Prospectus shall be valid for a period of twelve (12) months from the date of its approval by the Board of Directors of the Hellenic Capital Market Commission.

The Prospectus will be made available to investors, in accordance with article 21 para. 2 of Regulation (EU) 2017/1129, as of 28.11.2025 in electronic form on the websites of "Hellenic Exchanges S.A. - Athens Exchange" (https://www.athexgroup.gr/el/raise-capital/list/how-to/new-listed-issuers), Piraeus Bank (https://www.piraeusholdings.gr/en/investor-relations/stock-data/merger-agreement-between-pfh-pb) and the Listing Advisor (https://www.piraeus-sec.gr/en/company-profile/enimerotiko-deltio-pb).

In accordance with Article 21 para. 5 of Regulation (EU) 2017/1129, the Hellenic Capital Market Commission publishes on its website (http://www.hcmc.gr/el_GR/web/portal/elib/deltia) all approved prospectuses or at least the list of approved prospectuses, as well as a determination of the host Member State(s) where the prospectuses are notified in accordance with Article 25 of Regulation (EU) 2017/1129.

Also, at the initiative of the Issuer, the Prospectus will be made available, upon request by investors, in printed form free of charge, at the offices of the Issuer. Any new material factor, material inaccuracy or material mistake in relation to the information contained in the Prospectus, which may affect the assessment of the Shares and arises or is noted during the period between the approval of the Prospectus and the commencement of trading of the New Shares on ATHEX, if it occurs later, shall be reported without undue delay in a supplement to the Prospectus; which will be published at least by the same means.

The distribution of documents or other information contained on this website may be restricted by law in certain jurisdictions and persons intending to access this website should be informed of any such restrictions and comply with them.

This website and its content do not in any way constitute an offer to sell or an invitation to make an offer to buy or acquire securities in any jurisdiction in which such an offer or invitation is not permitted by its applicable law.

Furthermore, the Shares described in the Prospectus have not been and will not be registered in accordance with the relevant securities laws in any jurisdiction other than Greece and are not permitted to be offered, sold or distributed in any other jurisdiction if this is not permitted by its applicable law. Therefore, copies of the Prospectus shall not and will not be mailed or distributed or sent, in any way, outside of Greece, to any jurisdiction where such an offer or invitation would be unlawful.

You must comply with all applicable laws of any jurisdiction in which you buy, offer or sell the New Shares, or in which you hold or distribute the Prospectus, and you must have obtained all necessary approvals. The Issuer and the Listing Advisor (as defined in the Prospectus) are not liable with respect to any of the above legal requirements.

Finally, investors outside Greece or investors who are subject to the relevant legislation and jurisdiction of other countries may be prohibited by such legislation from exercising rights arising from the Shares.