You should read the following important notice before accessing, reading or using in any way the Prospectus contained on this website.
The Prospectus (in the English language) of the credit institution under the corporate name “Eurobank S.A.” and the distinctive title “Eurobank” (hereinafter the “Bank” or “Eurobank” or the “Absorbing Entity”), which is contained in this link (https://www.eurobank.gr/en/group/investor-relations/enimerotiko-deltio-eisagogis/enimerotiko-deltio) of Eurobank’s website, was approved by the Board of Directors of the Hellenic Capital Market Commission on 26.11.2025 and relates to (i) the initial listing, without commencement of trading on the Athens Exchange (“ATHEX”), of the existing three billion six hundred eighty-three million two hundred forty-four thousand eight hundred thirty (3,683,244,830) common, registered, voting shares of the Bank, with a nominal value of one euro and seven cents (€1.07) each (the “Initial Shares”) pursuant to paragraph 3.1.15.6 of the Rulebook of the ATHEX, (ii) the admission to trading on the ATHEX of the new three billion six hundred thirty-one million five hundred ten thousand eight hundred one (3,631,510,801) common, registered, voting, dematerialised shares of the Bank, with a nominal value of twenty-two euro cents (€0.22) each (the “New Shares”), to be issued in the context of the merger by absorption of “Eurobank Ergasias Services and Holdings S.A.” (the “Absorbed Entity” or “Eurobank Holdings” and, together with the Absorbing Entity, the “Merging Entities”) by the Bank, pursuant to Article 16 of Law 2515/1997 as well as Articles 6-21, 30-34 and 140 of Law 4601/2019 (the “Reverse Merger”) and iii) the parallel listing and admission to trading of the New Shares on the Cyprus Stock Exchange (the “CSE”), following the resolution of the Extraordinary General Meeting of Eurobank dated 25.09.2025 regarding the approval of the admission to trading of the total number of shares of the Bank on the Main Market of the Regulated Market of the ATHEX (the “Listing”) and on the CSE.
Eurobank (the Absorbing Entity) is currently undergoing a reverse merger with Eurobank Holdings (the Absorbed Entity). In particular, the Absorbed Entity shall be merged with the Absorbing Entity, through a merger by absorption of the Absorbed Entity by the Absorbing Entity, by way of consolidation of the assets and liabilities of the Merging Entities as depicted in the transformation balance sheets of the Merging Entities dated 31 December 2024 pursuant to the provisions of Article 16 of the Greek Law 2515/1997 and the provisions of Articles 7 to 21, 30 to 34 and 140 of Greek Law 4601/2019. The Board of Directors of Eurobank and Eurobank Holdings at their respective meetings that took place on 30.04.2025, approved the draft merger agreement.
The Reverse Merger was approved by the Extraordinary General Meeting of the Absorbing Entity on 22.10.2025 and, if approved by the Extraordinary General Meeting of the Absorbed Entity on 03.12.2025, will result in the merger by absorption of Eurobank Holdings by Eurobank.
The Prospectus has been approved by the Board of Directors of the Hellenic Capital Market Commission on 26.11.2025 only in connection with the information furnished to investors, as required under Regulation (EU) 2017/1129, Delegated Regulations (EU) 2019/979 and (EU) 2019/980, Law 4706/2020 and Regulation (EU) 2021/528, as in force, and is available to investors, pursuant to Article 21(2) of Regulation (EU) 2017/1129, from 26.11.2025 in electronic form on the websites of the ATHEX (https://www.athexgroup.gr/el/raise-capital/list/how-to/new-listed-issuers), Eurobank (https://www.eurobank.gr/en/group/investor-relations/enimerotiko-deltio-eisagogis/enimerotiko-deltio) and the Listing Advisor “Eurobank Equities Investment Firm Single Member S.A.” (the “Listing Advisor” or “Eurobank Equities”) (https://www.eurobankequities.gr/el/thesmikoi-ependutes-etaireies/enimerotika-deltia), as well as the Cyprus Stock Exchange (https://www.cse.com.cy/el-GR/regulated-market/listing/prospectus-2/) and Cyprus Investment and Securities Corporation Limited (https://www.cisco-online.com.cy/cisco-home-page/investment-banking-gr/prospectuses-and-other-reports-gr).
According to Article 21(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 the approved prospectuses. The Cyprus Securities and Exchange Commission, as the competent authority of the Republic of Cyprus, publishes on its website (https://www.cysec.gov.cy/en-GB/entities/issuers/prospectuses-notifications) the notifications of prospectuses that have been communicated to it pursuant to Regulation (EU) 2017/1129.
This Prospectus will be valid for twelve (12) months from the date of its approval by the Board of Directors of the Hellenic Capital Market Commission.
The approval of the Prospectus by the Hellenic Capital Market Commission should not be understood as a favourable opinion regarding the Bank or the quality of the shares that are the subject of the Prospectus. Investors should make their own assessment as to the suitability of investing in the New Shares of Eurobank and should read the Prospectus before making any investment decision.
Eurobank is not making and does not intend to make an offer to purchase securities, nor is it making or intending to make a solicitation of an offer to acquire securities in any jurisdiction. This document does not constitute an offer to purchase securities or a solicitation of an offer to acquire securities in the United States, Australia, Canada, South Africa, Japan, or in any other jurisdiction where such an action would be illegal.
The distribution of the Prospectus and any other documents or information contained in this link and on this website in general may be prohibited or restricted by the applicable legal and regulatory framework of certain jurisdictions. In particular, the Prospectus is addressed only to Greek investors, in accordance with Greek law, and is not directed, either directly or indirectly, to investors outside Greece, nor is it addressed to any jurisdiction where it is not permitted by its applicable legal and regulatory framework. Therefore, copies of the Prospectus shall not and will not be mailed or distributed or sent in any other way outside of Greece to any jurisdiction where this is not permitted under the applicable legal and regulatory framework.
Furthermore, the securities described in the Prospectus have not been and will not be registered under the relevant securities laws of any jurisdiction other than Greece and Cyprus. Specifically, the shares have not been registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws in Australia, Canada, South Africa, or Japan.
Finally, investors outside of Greece or investors subject to the relevant laws and jurisdiction of other countries may be prohibited from exercising rights arising from the shares. By entering this website, you confirm that you have read and understood the contents of the above legal information and restrictions.