Piraeus Financial Holdings

Public Offering of Shares 2024

WEBSITE FILTER PROCEDURES

This note sets forth guidance relating to the website filter which will be required in connection with the proposed public offering (the “Offering”) in Greece by the Hellenic Financial Stability Fund of existing shares in Piraeus Financial Holdings S.A. (the “Issuer”). The website filter is designed to block general access to the section of the Issuer’s and/or Piraeus Bank S.A.’s website dedicated to the Offering by persons in the United States (except for “qualified institutional buyers”, or “QIBs”), Australia, Canada, Japan, or South Africa in order to comply with securities laws in those jurisdictions. Documents related to the Offering (the “Offering Materials”) should be accessible only through the website blocker procedure set out in this memorandum.

The website filter should be put in place prior to the public announcement of the Offering, which is planned for 3 March 2024 and should remain in place until the later of the completion of the Offering and 40 days following commencement (i.e., the formal launch) of the Offering.

This note should be read in conjunction with, and is subject to, the publicity guidelines previously provided by Milbank LLP in connection with Project Win.

Instructions

The website filter steps are detailed in the four parts below.

The user is first presented with an option screen that requests the user to select from a drop-down menu the country from which they are accessing the website, with the following message:

DISCLAIMER – IMPORTANT

ACCESS TO THE INFORMATION AND DOCUMENTS ON THIS PORTION OF THE WEBSITE IS RESTRICTED FOR REGULATORY REASONS. YOU ARE REQUESTED TO REVIEW THE FOLLOWING INFORMATION AND MAKE THE FOLLOWING CONFIRMATION EACH TIME YOU SEEK TO ACCESS THIS RESTRICTED INFORMATION. YOUR CONFIRMATION MUST BE TRUE AND ACCURATE. PLEASE NOTE THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE SITE.

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY PIRAEUS FINANCIAL HOLDINGS S.A. AS THE ISSUER (THE “ISSUER”) AND PIRAEUS BANK S.A. AS THE GREEK PUBLIC OFFERING COORDINATOR AND LEAD UNDERWRITER (“PIRAEUS BANK”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OF OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.

The materials are for information purposes only and do not constitute or form a part of any offer of securities for sale or solicitation of an offer to purchase or subscribe for securities in any jurisdiction in which such offers or sale are unlawful, including in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction in which such offers or sales are unlawful (the Excluded Territories). Any securities offered in connection with an offering (the Securities) have not been and will not be registered under the US Securities Act of 1933, as amended (the US Securities Act) and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. Further, the Securities referred to herein and on the pages that follow will not be registered and may not be offered or sold under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories.

Accordingly, unless an exemption under relevant securities laws is applicable, any such Securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.

Any offer of Securities in any member state of the European Economic Area (the EEA) (each a Member State) (with the exception of Greece) will be made pursuant to an exemption under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when shares are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the Prospectus Regulation) from the requirement to publish a prospectus for offers of shares. As a consequence, the Securities may only be offered and sold in any Member State pursuant to an exemption under the Prospectus Regulation. In any member state of the EEA, other than Greece, that has implemented the Prospectus Regulation (each a Relevant Member State), the materials are only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Qualified Investors).

Any offer of Securities in the United Kingdom will be made pursuant to an exemption under the Financial Services and Markets Act 2000 (as amended, the FSMA) from the requirement to publish a prospectus for offers of shares. As a consequence, the Securities may only be offered and sold in the United Kingdom pursuant to an exemption under the FSMA, including where the offer or sale falls within the exemptions set out in Article 1(4) of the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time, the UK Prospectus Regulation). In the United Kingdom, the materials are being distributed only to, and are directed only at, “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation, (i) who have professional experience in matters relating to investments 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 entities or other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) who are other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons).

Any investment or investment activity to which these materials relate are available only to investors resident in Greece, Qualified Investors in Relevant Member States and Relevant Persons in the United Kingdom, and will only be engaged with such persons. Persons who are not Qualified Investors (in Relevant Member States) or Relevant Persons (in the United Kingdom) should not act or rely on the materials or any of their contents.

Access to the information and documents contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website or require registration or approval for any acquisition of Securities by them. The Issuer and/or Piraeus Bank do not assume any responsibility if there is a violation of applicable law and regulations by any person.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be, released or otherwise forwarded, distributed or sent in or into the Excluded Territories. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the Excluded Territories.

Making press announcements and other documents available in electronic format does not constitute a recommendation by the Issuer and/or Piraeus Bank or any other party to sell or buy Securities.

These materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Issuer and/or Piraeus Bank do not accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these materials, you consent to receiving them in electronic form.

You are responsible for protecting against viruses and other destructive items. Your receipt of these materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

Confirmation of understanding and acceptance of disclaimer

I warrant and certify that (i) I am not located in the United States, (ii) I am not resident or physically present in Australia, Canada, Japan, South Africa or any other jurisdiction where accessing these materials is unlawful or that requires registration or approval for any acquisition of Securities, (iii) I am authorised to access the information and documents contained on this portion of the website without being subject to any legal restriction and without any further action required by the Issuer and/or Piraeus Bank and (iv) I agree that I will not forward, transfer, transmit or otherwise send (by any means including by electronic transmission) any materials contained in this website to any person in the Excluded Territories.

I have read and understood the disclaimer set out above and agree to comply with all of the restrictions set forth above. I understand that it may affect my rights and I agree to be bound by its terms. I understand that breach of these conditions, warranties and agreements could mean that I am in breach of applicable laws or regulations. I confirm that I am permitted to proceed to electronic versions of the materials, under applicable law and regulation.

IMPORTANT INFORMATION

You have indicated that you are located in the United States. These materials are not intended for, directed at or accessible by persons located in the United States, unless such persons can make the below certifications. Please read the certifications below carefully and provide the information requested in order to receive these materials. If you cannot make the below certifications, please exit this page.

Certifications

“We are a “qualified institutional buyer” (a QIB) as defined in Rule 144A (Rule 144A) under the US Securities Act of 1933, as amended (the US Securities Act). Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.”

“We acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the US Securities Act.”

By clicking “I AGREE” below, you are certifying that the certifications and information provided are accurate, that you would like to access the materials. You agree that the materials you receive are for your own use and will not be distributed to any person outside of your organisation.

We regret that, due to regulatory restrictions, we are unable to provide you with access to this section of our website.