AUSTRIACARD HOLDINGS AG to apply for listing on the Vienna and Athens Stock Exchanges and merge with INFORM P. LYKOS HOLDINGS S.A.

AUSTRIACARD HOLDINGS AG (“ACAG”), an Austrian Group with an international presence and one of the leading providers of Secure Digital Technology Solutions in Europe, announces that it will apply for listing on the Vienna and Athens Stock Exchanges and merge through a cross border transaction with its 70.79% subsidiary INFORM P. LYKOS HOLDINGS S.A. (“INFORM LYKOS”), a company listed on the Athens Stock Exchange (Bloomberg code LYK:GA, Reuters code LYKr.AT). Subject to approval by the relevant competent authorities and shareholders’ general meetings of both companies, ACAG will absorb INFORM LYKOS and will be listed on the Vienna and Athens Stock Exchanges. This process is expected to be completed by the end of March 2023.

ACAG and its subsidiaries, including AUSTRIA CARD GmbH, INFORM LYKOS and TAG SYSTEMS, provide Secure Digital Technology Solutions and Secure End Products & Services, in two broad categories:

• Secure Digital Technology Solutions, such as Hardware Embedded Security (Internationally Certified Chip Platforms), high added value Payment Solutions, Authentication, Data Capture, Data Mining, Process Automation, AI, Digitalisation Solutions, IoT platforms, etc.

• Secure End Products and Services, such as Banking Smart Cards & Associated Services, Secure Smart CardsforIdentification, Health, Driving, Transportation, Billing / Statements, Secure Ballots, Secure Medicine and Alcohol Labels, Electronic Book Publishing and many others, representing a combination of our Secure Digital Technology Solutions, with cutting edge Secure End Products and Services, either in physical or in digital forms.

In 2021, ACAG, on a consolidated basis, had €178.0m revenues and €26.8m EBITDA, while in the first half of 2022 revenue reached €137.1m (69% year-on-year increase) and adjusted EBITDA €19.8m (137% year-on-year increase).

The merger is expected to contribute to an improved group profile with increased geographical and product reach, broader crossselling opportunities and increased economies ofscale. The more than 1,400 people employed within the Group today, will benefit from an international, closer knit working environment, which will stimulate knowledge, enhance experience sharing, provide international development opportunities and accelerate group-wide adoption of best practices.

Mr. Panagiotis Spyropoulos, Vice Chairman of the Management Board of ACAG and Group CEO, stated: “Having successfully completed the onboarding of the recently added in the Group talented new team members that joined us from the acquired companies, now it is the right time to fully leverage our global footprint, by making available to our clients the full spectrum of the highly Secure Digital Technology Solutions we have already developed and the ones to come, being yet at an R&D phase. Additionally, our listing on both the Vienna and the Athens Stock Exchange, will provide to the investment community the ability to share into our success.”.

Mr. Manolis Kontos, Executive Vice President, stated: “By implementing this merger, the new group will have a strong portfolio of seamless solutions that are focused in serving our B2B clients which are active in the Banking, Energy, Telcos and Retail in both the Private and Public sectors. With extensive experience of over 125 years in the fields of Information Management & Data Encryption for high-end Secure Communications and with a very customer centric approach, the Group is well positioned to grow its footprint both horizontally and vertically by maximizing internal talent and attracting new.”.

Mr. Jon Neeraas, Executive Vice President, stated: “Through this merger, our market leading position in the Challenger Banking Segment and our market leading position in key European Banking markets, will be underpinned by award winning digital solutions offerings. Our Banking customers, in Regions such as Scandinavia, Austria, Central Eastern and Southeastern Europe, where we are market leaders today, will be able to access products and solutions complementary to the payment card, whilst we enable our Global Challenger Banking customers to procure digital technology platforms, in order to future proof the value which we provide to this fast paced, high tech segment. Our market share will increase in markets such as the United Kingdom, Spain, Germany, Turkey, Middle East and Africa. Additionally, our operation in the USA will be further strengthened with significant upside potential. Sustainability is crucial to our future and essentially, our road map will serve the next generation of Fintechs and Traditional Banks. By utilizing more efficiently the Group’s resources, we shall be able to offer a more solutions-oriented portfolio with end-to-end solutions and services, from card issuance, to payment processing/clearing and advanced high added value payment related solutions. This Embedded Finance model will be a game changer, the first of its kind in our industry”.

Mr. Nikolaos Lykos, Chairman of the Management Board of ACAG and major shareholder, stated: “This merger is a pivotal point in the Group’s history as it is the culmination of a 40-year-old effort to steer the Company from a world, where people were communicating and thinking through ink and paper, to a world, where communication is a pack of bits, instantaneous, global and elusive.

Over the past 125 years our ethos has been hammered to developing the best-in-class solutions and today, we pride ourselves in helping our customers to seamlessly connect to the Digital Era.”.

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DISCLAIMER

You should read the following important notice before accessing, reading or using in any way the Prospectus on this website.

This Prospectus of the company under the corporate name “AUSTRIACARD HOLDINGS AG” (hereafter the “Company”) which can be accessed through this link (https://www.nbg.gr/el/footer/enimerwtika-deltia) of the website of NATIONAL BANK OF GREECE S.A., was approved by the Board of Directors of the Hellenic Capital Market Commission on 24.01.2023 and relates to the dual listing of the shares in the Company on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, including (a) the existing shares in the Company and (b) the new shares in the Company to be issued in the context of a capital increase due to the merger by absorption by the Company of the company under the corporate name “INFORM P. LYKOS HOLDINGS S.A.” (hereinafter collectively referred to as the “Shares”).

The Prospectus is not published in relation to and does not constitute offer of Shares by or on behalf of the Company.

The Prospectus was approved by the Board of Directors of the Hellenic Capital Market Commission following its transfer by the Austrian Financial Market Authority pursuant to article 20(8) of Regulation (EU) 2017/1129, in connection with the information that must be furnished to investors as required under Regulation (EU) 2017/1129, Greek law 4706/2020 and Delegated Regulations (EU) 2019/979 and 2019/980, as amended and in force. The aforementioned approval shall not be considered as an endorsement of the Company and the quality of the Shares that are the subject of the Prospectus. Investment in the Shares entails risks. Investors should make their own assessment as to the suitability of investing in the Shares.

The Prospectus will be valid for one (1) year from the date of its approval by the Board of Directors of the Hellenic Capital Market Commission. Each significant new factor, material mistake, or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the Shares in the Company and which arises or is noted between the time when the Prospectus is approved and the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, will be included in a supplement to the Prospectus which will be published in accordance with article 23 of the Regulation 2017/1129 on the Prospectus, in accordance with at least the same arrangements made for the publication of the Prospectus. No obligation for the publication of a supplement to the Prospectus applies after the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange.

Distribution of the Prospectus and any other documents or information contained in this link and this webpage may be in general restricted by the law and the regulatory framework applicable in some countries. This webpage and its content do not in any way constitute an offer for sale or solicitation to buy any securities in any jurisdiction where such offer or solicitation is unlawful under its applicable legislative and regulatory framework.

Finally, investors outside of Greece and Austria or investors subject to the relevant legislation and jurisdiction of other countries may be prohibited to exercise any rights deriving from the Shares, regardless of whether they acquire Shares in any way. If you are viewing this website from the USA, Canada, South Africa, Australia, Japan and / or any other country other than Greece and Austria, where the information provided in the Prospectus is not permitted by the law, please leave this website.

See the document here
DISCLAIMER

You should read the following important notice before accessing, reading or using in any way the Prospectus on this website.

This Prospectus of the company under the corporate name “AUSTRIACARD HOLDINGS AG” (hereafter the “Company”) which can be accessed through this link (https://www.nbg.gr/el/footer/enimerwtika-deltia) of the website of NATIONAL BANK OF GREECE S.A., was approved by the Board of Directors of the Hellenic Capital Market Commission on 24.01.2023 and relates to the dual listing of the shares in the Company on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, including (a) the existing shares in the Company and (b) the new shares in the Company to be issued in the context of a capital increase due to the merger by absorption by the Company of the company under the corporate name “INFORM P. LYKOS HOLDINGS S.A.” (hereinafter collectively referred to as the “Shares”).

The Prospectus is not published in relation to and does not constitute offer of Shares by or on behalf of the Company.

The Prospectus was approved by the Board of Directors of the Hellenic Capital Market Commission following its transfer by the Austrian Financial Market Authority pursuant to article 20(8) of Regulation (EU) 2017/1129, in connection with the information that must be furnished to investors as required under Regulation (EU) 2017/1129, Greek law 4706/2020 and Delegated Regulations (EU) 2019/979 and 2019/980, as amended and in force. The aforementioned approval shall not be considered as an endorsement of the Company and the quality of the Shares that are the subject of the Prospectus. Investment in the Shares entails risks. Investors should make their own assessment as to the suitability of investing in the Shares.

The Prospectus will be valid for one (1) year from the date of its approval by the Board of Directors of the Hellenic Capital Market Commission. Each significant new factor, material mistake, or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the Shares in the Company and which arises or is noted between the time when the Prospectus is approved and the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, will be included in a supplement to the Prospectus which will be published in accordance with article 23 of the Regulation 2017/1129 on the Prospectus, in accordance with at least the same arrangements made for the publication of the Prospectus. No obligation for the publication of a supplement to the Prospectus applies after the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange.

Distribution of the Prospectus and any other documents or information contained in this link and this webpage may be in general restricted by the law and the regulatory framework applicable in some countries. This webpage and its content do not in any way constitute an offer for sale or solicitation to buy any securities in any jurisdiction where such offer or solicitation is unlawful under its applicable legislative and regulatory framework.

Finally, investors outside of Greece and Austria or investors subject to the relevant legislation and jurisdiction of other countries may be prohibited to exercise any rights deriving from the Shares, regardless of whether they acquire Shares in any way. If you are viewing this website from the USA, Canada, South Africa, Australia, Japan and / or any other country other than Greece and Austria, where the information provided in the Prospectus is not permitted by the law, please leave this website.

See the document here
DISCLAIMER

You should read the following important notice before accessing, reading or using in any way the Prospectus on this website.

This Prospectus of the company under the corporate name “AUSTRIACARD HOLDINGS AG” (hereafter the “Company”) which can be accessed through this link (https://www.nbg.gr/el/footer/enimerwtika-deltia) of the website of NATIONAL BANK OF GREECE S.A., was approved by the Board of Directors of the Hellenic Capital Market Commission on 24.01.2023 and relates to the dual listing of the shares in the Company on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, including (a) the existing shares in the Company and (b) the new shares in the Company to be issued in the context of a capital increase due to the merger by absorption by the Company of the company under the corporate name “INFORM P. LYKOS HOLDINGS S.A.” (hereinafter collectively referred to as the “Shares”).

The Prospectus is not published in relation to and does not constitute offer of Shares by or on behalf of the Company.

The Prospectus was approved by the Board of Directors of the Hellenic Capital Market Commission following its transfer by the Austrian Financial Market Authority pursuant to article 20(8) of Regulation (EU) 2017/1129, in connection with the information that must be furnished to investors as required under Regulation (EU) 2017/1129, Greek law 4706/2020 and Delegated Regulations (EU) 2019/979 and 2019/980, as amended and in force. The aforementioned approval shall not be considered as an endorsement of the Company and the quality of the Shares that are the subject of the Prospectus. Investment in the Shares entails risks. Investors should make their own assessment as to the suitability of investing in the Shares.

The Prospectus will be valid for one (1) year from the date of its approval by the Board of Directors of the Hellenic Capital Market Commission. Each significant new factor, material mistake, or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the Shares in the Company and which arises or is noted between the time when the Prospectus is approved and the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, will be included in a supplement to the Prospectus which will be published in accordance with article 23 of the Regulation 2017/1129 on the Prospectus, in accordance with at least the same arrangements made for the publication of the Prospectus. No obligation for the publication of a supplement to the Prospectus applies after the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange.

Distribution of the Prospectus and any other documents or information contained in this link and this webpage may be in general restricted by the law and the regulatory framework applicable in some countries. This webpage and its content do not in any way constitute an offer for sale or solicitation to buy any securities in any jurisdiction where such offer or solicitation is unlawful under its applicable legislative and regulatory framework.

Finally, investors outside of Greece and Austria or investors subject to the relevant legislation and jurisdiction of other countries may be prohibited to exercise any rights deriving from the Shares, regardless of whether they acquire Shares in any way. If you are viewing this website from the USA, Canada, South Africa, Australia, Japan and / or any other country other than Greece and Austria, where the information provided in the Prospectus is not permitted by the law, please leave this website.

See the document here
DISCLAIMER

You should read the following important notice before accessing, reading or using in any way the Prospectus on this website.

This Prospectus of the company under the corporate name “AUSTRIACARD HOLDINGS AG” (hereafter the “Company”) which can be accessed through this link (https://www.nbg.gr/el/footer/enimerwtika-deltia) of the website of NATIONAL BANK OF GREECE S.A., was approved by the Board of Directors of the Hellenic Capital Market Commission on 24.01.2023 and relates to the dual listing of the shares in the Company on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, including (a) the existing shares in the Company and (b) the new shares in the Company to be issued in the context of a capital increase due to the merger by absorption by the Company of the company under the corporate name “INFORM P. LYKOS HOLDINGS S.A.” (hereinafter collectively referred to as the “Shares”).

The Prospectus is not published in relation to and does not constitute offer of Shares by or on behalf of the Company.

The Prospectus was approved by the Board of Directors of the Hellenic Capital Market Commission following its transfer by the Austrian Financial Market Authority pursuant to article 20(8) of Regulation (EU) 2017/1129, in connection with the information that must be furnished to investors as required under Regulation (EU) 2017/1129, Greek law 4706/2020 and Delegated Regulations (EU) 2019/979 and 2019/980, as amended and in force. The aforementioned approval shall not be considered as an endorsement of the Company and the quality of the Shares that are the subject of the Prospectus. Investment in the Shares entails risks. Investors should make their own assessment as to the suitability of investing in the Shares.

The Prospectus will be valid for one (1) year from the date of its approval by the Board of Directors of the Hellenic Capital Market Commission. Each significant new factor, material mistake, or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the Shares in the Company and which arises or is noted between the time when the Prospectus is approved and the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, will be included in a supplement to the Prospectus which will be published in accordance with article 23 of the Regulation 2017/1129 on the Prospectus, in accordance with at least the same arrangements made for the publication of the Prospectus. No obligation for the publication of a supplement to the Prospectus applies after the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange.

Distribution of the Prospectus and any other documents or information contained in this link and this webpage may be in general restricted by the law and the regulatory framework applicable in some countries. This webpage and its content do not in any way constitute an offer for sale or solicitation to buy any securities in any jurisdiction where such offer or solicitation is unlawful under its applicable legislative and regulatory framework.

Finally, investors outside of Greece and Austria or investors subject to the relevant legislation and jurisdiction of other countries may be prohibited to exercise any rights deriving from the Shares, regardless of whether they acquire Shares in any way. If you are viewing this website from the USA, Canada, South Africa, Australia, Japan and / or any other country other than Greece and Austria, where the information provided in the Prospectus is not permitted by the law, please leave this website.

See the document here
DISCLAIMER

You should read the following important notice before accessing, reading or using in any way the Prospectus on this website.

This Prospectus of the company under the corporate name “AUSTRIACARD HOLDINGS AG” (hereafter the “Company”) which can be accessed through this link (https://www.nbg.gr/el/footer/enimerwtika-deltia) of the website of NATIONAL BANK OF GREECE S.A., was approved by the Board of Directors of the Hellenic Capital Market Commission on 24.01.2023 and relates to the dual listing of the shares in the Company on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, including (a) the existing shares in the Company and (b) the new shares in the Company to be issued in the context of a capital increase due to the merger by absorption by the Company of the company under the corporate name “INFORM P. LYKOS HOLDINGS S.A.” (hereinafter collectively referred to as the “Shares”).

The Prospectus is not published in relation to and does not constitute offer of Shares by or on behalf of the Company.

The Prospectus was approved by the Board of Directors of the Hellenic Capital Market Commission following its transfer by the Austrian Financial Market Authority pursuant to article 20(8) of Regulation (EU) 2017/1129, in connection with the information that must be furnished to investors as required under Regulation (EU) 2017/1129, Greek law 4706/2020 and Delegated Regulations (EU) 2019/979 and 2019/980, as amended and in force. The aforementioned approval shall not be considered as an endorsement of the Company and the quality of the Shares that are the subject of the Prospectus. Investment in the Shares entails risks. Investors should make their own assessment as to the suitability of investing in the Shares.

The Prospectus will be valid for one (1) year from the date of its approval by the Board of Directors of the Hellenic Capital Market Commission. Each significant new factor, material mistake, or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the Shares in the Company and which arises or is noted between the time when the Prospectus is approved and the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, will be included in a supplement to the Prospectus which will be published in accordance with article 23 of the Regulation 2017/1129 on the Prospectus, in accordance with at least the same arrangements made for the publication of the Prospectus. No obligation for the publication of a supplement to the Prospectus applies after the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange.

Distribution of the Prospectus and any other documents or information contained in this link and this webpage may be in general restricted by the law and the regulatory framework applicable in some countries. This webpage and its content do not in any way constitute an offer for sale or solicitation to buy any securities in any jurisdiction where such offer or solicitation is unlawful under its applicable legislative and regulatory framework.

Finally, investors outside of Greece and Austria or investors subject to the relevant legislation and jurisdiction of other countries may be prohibited to exercise any rights deriving from the Shares, regardless of whether they acquire Shares in any way. If you are viewing this website from the USA, Canada, South Africa, Australia, Japan and / or any other country other than Greece and Austria, where the information provided in the Prospectus is not permitted by the law, please leave this website.

See the document here
DISCLAIMER

You should read the following important notice before accessing, reading or using in any way the Prospectus on this website.

This Prospectus of the company under the corporate name “AUSTRIACARD HOLDINGS AG” (hereafter the “Company”) which can be accessed through this link (https://www.nbg.gr/el/footer/enimerwtika-deltia) of the website of NATIONAL BANK OF GREECE S.A., was approved by the Board of Directors of the Hellenic Capital Market Commission on 24.01.2023 and relates to the dual listing of the shares in the Company on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, including (a) the existing shares in the Company and (b) the new shares in the Company to be issued in the context of a capital increase due to the merger by absorption by the Company of the company under the corporate name “INFORM P. LYKOS HOLDINGS S.A.” (hereinafter collectively referred to as the “Shares”).

The Prospectus is not published in relation to and does not constitute offer of Shares by or on behalf of the Company.

The Prospectus was approved by the Board of Directors of the Hellenic Capital Market Commission following its transfer by the Austrian Financial Market Authority pursuant to article 20(8) of Regulation (EU) 2017/1129, in connection with the information that must be furnished to investors as required under Regulation (EU) 2017/1129, Greek law 4706/2020 and Delegated Regulations (EU) 2019/979 and 2019/980, as amended and in force. The aforementioned approval shall not be considered as an endorsement of the Company and the quality of the Shares that are the subject of the Prospectus. Investment in the Shares entails risks. Investors should make their own assessment as to the suitability of investing in the Shares.

The Prospectus will be valid for one (1) year from the date of its approval by the Board of Directors of the Hellenic Capital Market Commission. Each significant new factor, material mistake, or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the Shares in the Company and which arises or is noted between the time when the Prospectus is approved and the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange, will be included in a supplement to the Prospectus which will be published in accordance with article 23 of the Regulation 2017/1129 on the Prospectus, in accordance with at least the same arrangements made for the publication of the Prospectus. No obligation for the publication of a supplement to the Prospectus applies after the commencement of trading of the Shares on the Regulated Market of the Athens Exchange and the Regulated Market of the Vienna Stock Exchange.

Distribution of the Prospectus and any other documents or information contained in this link and this webpage may be in general restricted by the law and the regulatory framework applicable in some countries. This webpage and its content do not in any way constitute an offer for sale or solicitation to buy any securities in any jurisdiction where such offer or solicitation is unlawful under its applicable legislative and regulatory framework.

Finally, investors outside of Greece and Austria or investors subject to the relevant legislation and jurisdiction of other countries may be prohibited to exercise any rights deriving from the Shares, regardless of whether they acquire Shares in any way. If you are viewing this website from the USA, Canada, South Africa, Australia, Japan and / or any other country other than Greece and Austria, where the information provided in the Prospectus is not permitted by the law, please leave this website.

See the document here