Alpha Services and S A : launched a tender offer, subject to conditions, for the purchase of its Euro 500 million dated subordinated fixed rate reset Tier 2 notes due 2030.

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. launched a tender offer, subject to conditions, for the purchase of its Euro 500 million dated subordinated fixed rate reset Tier 2 notes due 2030. [03.06.2024]

Alpha Services and Holdings S.A. (the "Offeror") announces that it invited on 3 June 2024 holders of its Euro 500 million dated subordinated fixed rate reset Tier 2 notes due 2030 (ISIN: XS2111230285) (the "Notes") to tender their Notes for purchase by the Offeror for cash (the "Offer"). 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 Offer is addressed exclusively to professional clients and eligible counterparties within the meaning of articles 4 and 30 of Law 4514/2018. Whether the Offeror will accept for purchase any Notes validly tendered in the Offer is subject to conditions, including among others the successful completion of an issue by the Offeror of a new series of subordinated euro denominated fixed rate reset Tier 2 notes (the "New Notes"), subject to market conditions. When considering the allocation of the New Notes, the Offeror may, in its sole and absolute discretion, give preference to those holders of Notes who, prior to such allocation, have validly tendered or have given a firm intention to the Offeror or any Dealer Manager that they intend to tender their Notes for purchase pursuant to the Offer. The purpose of the Offer is to proactively manage the refinancing of the Notes in conjunction with the issue of the New Notes for the purposes of the Offeror managing its capital position.

Barclays Bank Ireland PLC, BNP PARIBAS, Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE, Morgan Stanley Europe SE and UniCredit Bank GmbH are acting as Dealer Managers of the Offer and as Joint Lead Managers for the issuance of the New Notes.

Compliance information for the New Notes: MiFID II and UK MiFIR - professionals / ECPs only / No EEA or UK PRIIPs KID - MiFID II and UK MiFIR manufacturer target market is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document (KID) has been or will be prepared as no sales to EEA or UK retail investors. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

OFFER AND DISTRIBUTION RESTRICTIONS
This announcement does not constitute 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 in certain jurisdictions may	be restricted by law. Persons
into whose	possession this announcement comes 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 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 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 the Dealer Managers' 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 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.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing

in this announcement constitutes 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, within
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

The	Offer	and this announcement 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 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 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 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 this announcement and any other documents or materials relating to the Offer have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offer. This announcement has not

been and will not 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 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.