Monday, 28 April 2014

Regulatory Announcement

Following the announcement dated 15 April 2014 made by Eurobank Ergasias Société Anonyme (the “Bank” or “Eurobank”) in relation to the agreement it entered into with a group of investors (cornerstone investors) (the “Investors”) who are referred to in such announcement and section 4.9 of the Bank's Prospectus dated 17 April 2014, Eurobank announces that, on 28 April 2014, it accepted the Investors' proposal made on the same date to increase from €0.30 to €0.31 the maximum price per share at which they commit to subscribe for new ordinary registered shares of the Bank in the context of the on-going international offering of such shares.

All other terms and conditions described in the above announcement and section 4.9 of the Bank's Prospectus, including the Investors' maximum aggregate investment amount of approximately €1.332 billion, remain unchanged.

This announcement is being made in accordance with article 10 of Law 3340/2005 and the decision 3/347/2005 of the Board of Directors of the Hellenic Capital Market Commission.

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This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction.  The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of any securities of Eurobank is being made or will be made in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Australia, Canada, Japan or South Africa.  The information in this announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa.

In member states of the European Economic Area (the “EEA”) (other than Greece), this announcement and any offer of securities if made subsequently is directed only at persons who are “qualified investors” as defined under Article 2, paragraph 1 of Directive 2003/71/EC and amendments thereto (“Qualified Investors”).  Any person in the EEA who acquires securities in any offer of securities or to whom any offer of securities is made (an “investor”) will be deemed to have represented and agreed that it is a Qualified Investor.  Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the United Kingdom and other Member States (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by Eurobank of a prospectus pursuant to Article 3 of the Prospectus Directive. Eurobank and others will rely upon the truth and accuracy of the foregoing representations and agreements.

This communication is being distributed only to, and is directed at (i) persons who are outside the United Kingdom or (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) high net worth companies or other persons to whom the information contained herein may otherwise lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “relevant persons”).  The securities to which this announcement relates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this communication or any of its contents.  This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.