Thursday, 24 April, 2014

REGULATORY ANNOUNCEMENT

Share Capital Increase – Price Range

for the Public Offering and the International Offering

Further to the announcemement of Eurobank Ergasias Société Anonyme (“Eurobank”) dated 17 April 2014 in connection with its share capital increase to raise EUR 2,864,000,000.10 through (i) a public offering of up to 954,666,667 new ordinary registered shares to the public in Greece (the “Public Offering”) and (ii) a private placement of at least 8,592,000,000 new ordinary registered shares to investors outside Greece (the “International Offering” and together with the Public Offering, the “Combined Offering”), Eurobank and Eurobank Equities S.A., the lead underwriter of the Public Offering, hereby announce that the price range to determine the offer price for its new ordinary registered shares being offered pursuant to the Combined Offering was set by its Board of Directors at EUR 0.30 and EUR 0.33 per share (the “Price Range”), following consultation with the joint global coordinators of the International Offering and the lead underwriter of the Public Offering.

The lower-end of the Price Range, i.e. EUR 0.30, is equal to the nominal value of Eurobank's existing ordinary registered shares and the minimum subscription price determined by the Hellenic Financial Stability Fund, in accordance with article 7, par. 5 of Law 3864/2010.  

The terms of the Public Offering and information about Eurobank and its group are set out in Eurobank's prospectus approved by the Board of Directors of the Hellenic Capital Market Commission (“HCMC”) on 17 April 2014 in accordance with Law 3401/2005 (the “Prospectus”).

The Prospectus in electronic form is available:

-  in the website of the Bank (http://www.eurobank.gr/online/home/generic.aspx?id=33&mid=363&lang=gr),

-  the website of Eurobank Equities S.A. (http://www.eurobankequities.gr/idiotes/idiotes/etairies/enhmerwtika-entypa/pliroforiaka-deltia.aspx)

-  the website of the HCMC (http://www.hcmc.gr/pages/category.asp?catID=205), and

-  the website of the HELEX S.A. (http://www.helex.gr).

In addition, copies of the Prospectus will also be available to investors free of charge at Eurobank's office and at the office of Eurobank Equities S.A. (10, Filellinon Str., Athens 10557).

This announcement is being made in accordance with Law 3401/2005 and the Decision 2/460/10.1.2008 of the Board of Directors of the HCMC. 

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This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or to any other jurisdiction where such announcement or publication would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement, or any documents or information referred to in this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities in the United States. The New Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, 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. The Bank does not intend to register any portion of the Combined Offering in the United States or to conduct a public offering of securities in the United States.

In the United Kingdom, this announcement is being communicated to and is directed only at “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (2003/71/EC, as amended by Directive 2010/73/EU) (“qualified investors”) who are also: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Order”); (ii) persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied upon by persons in the United Kingdom other than relevant persons.

This announcement and any offer when made are only addressed to and directed at, in member states of the European Economic Area which have implemented the Prospectus Directive (each a “relevant member state”), persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and pursuant to the relevant implementing rules and regulations adopted by each relevant member state (“Qualified Investors”). Each person in the European Economic Area who initially acquires securities or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor. Notwithstanding the foregoing, a person who is not a Qualified Investor and who has notified the Joint Global Coordinators of such fact in writing may, with the consent of the Joint Global Coordinators, be permitted to subscribe for or purchase shares in the International Offering.

Barclays Bank PLC, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc, each of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, and any other members of the syndicate for the International Offering are acting exclusively for the Bank and no-one else in connection with the proposed transaction. They will not regard any other person as their respective clients in relation to the proposed transaction and will not be responsible to anyone other than the Bank for providing the protections afforded to their respective clients, nor for providing advice in relation to the proposed transaction, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The contents of this announcement have been prepared by and are the sole responsibility of the Bank. None of the Joint Global Coordinators or any other members of the syndicate for the International Offering or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Bank, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.