European Credit: OK from the Capital Markets Commission to Allianz’s request – The process

Approved by the Capital Market Commission the request of ALLIANZ SE for the exercise of the right to redeem the remaining common nominal, intangible, voting shares of the European Credit company which it does not own.

In this context, ALLIANZ SE (the “Proposer”) announced the following:

1. The Board of Directors of the Capital Market Commission (the “EC”) with its decision number 3/962/31.8.2022:

(a) Approved, in accordance with article 27 of Law 3461/2006 (the “Law”) and Decision 1/644/22.4.2013 of the Board of Directors of the Capital Market Commission (the “Decision”), from August 8, 2022 the Offeror’s request for the exercise of the redemption right (the “Redemption Right”) of the remaining common registered, voting shares of the company with the name “EUROPEAN FIDELITY GENERAL INSURANCE COMPANY” (the “Company”), which the Offeror does not own and the persons who act in coordination with him in accordance with article 2(e) of the Law (the “Coordinated Persons”) and

(b) Defined 15.09.2022 as the day of cessation of trading of the Company’s shares, in accordance with article 2 of the Decision.

2. When submitting the request to exercise the Redemption Right, the Redemption Right related to 746,222 shares (the “Shares”) representing 2.81% of the Company’s paid-up share capital and voting rights. Further, from the submission of the request to exercise the Redemption Right until the end of the Athens Stock Exchange meeting on August 31, 2022, the Offeror acquired 23,308 Shares.

3. The exercise of the Redemption Right will be made against the payment of a consideration of € 7.80 per Share in cash by the Offeror to the sellers/holders of the Shares (the “Offered Price”).

4. It is noted that, in accordance with the Public Offer, the Proposer will undertake, on behalf of the sellers/owners of the Shares, the payment of the prescribed clearing rights for the off-exchange transfer of the Shares to be redeemed in favor of EL.K.A.T., which are provided for in the Appendix of codified decision no. 18 (session 311/22.02.2021) of the Board of Directors of EL.K.A.T. and today they amount to 0.08% of the transfer value, with a minimum charge of an amount equal to the lesser of €20 and 20% of the transaction value, as applicable.

Furthermore, the Proposer does not undertake, on behalf of the sellers/holders, the payment of the amount attributable to stock exchange tax, which currently amounts to 0.20% and is calculated on the value of the over-the-counter transaction for the transfer of the Shares to be redeemed to the Proposer , which will be borne by the sellers/owners.

Consequently, the sellers/holders of the Shares to be redeemed will receive the total amount of the Offered Price less the amount of the aforementioned tax.

5. The payment of the Offered Price will be made within three (3) working days after the completion of the settlement of the transactions that will be established during the last trading day of the Company’s shares.

6. It is pointed out that, according to the Decision, in the event (a) that the holder of Shares does not properly authorize the operator of his/her securities account at S.A.T. to collect the consideration on his/her behalf, or (b) Shares that are not free of encumbrances, third party rights or seizures, or (c) Shares that are in an operator account at S.AT. under special liquidation, the Offeror will deposit the Offered Price to the Deposit and Loan Fund in favor of the relevant beneficiary.