EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.

LAST TRADING DAY OF THE SHARES OF EUROBANK ERGASIAS SERVICES AND HOLDINGS, DATE OF COMPLETION OF THE MERGER, CANCELLATION OF OWN SHARES OF EUROBANK AND DELISTING OF EUROBANK ERGASIAS SERVICES AND HOLDINGS FROM THE ATHENS STOCK EXCHANGE

This announcement may not be published or distributed, in whole or in part, directly or indirectly, in any country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to the requirements under Greek law. For further information, see “Important Notice” below.

 

Athens, 3 December 2025

 

LAST TRADING DAY OF THE SHARES OF EUROBANK ERGASIAS SERVICES AND HOLDINGS, DATE OF COMPLETION OF THE MERGER, CANCELLATION OF OWN SHARES OF EUROBANK AND DELISTING OF EUROBANK ERGASIAS SERVICES AND HOLDINGS FROM THE ATHENS STOCK EXCHANGE

Eurobank S.A.” (“Bank” or “Eurobank”) and “Eurobank Ergasias Services and Holdings S.A.” (“Eurobank Holdings”), following: 

(a) the resolution of the Extraordinary General Meeting of the sole shareholder of the Bank dated 25.09.2025, pursuant to which the trading/listing of all Eurobank’s shares on the Main Market of the Athens Stock Exchange (“ATHEX”) was resolved; 

(b) the resolution of the Extraordinary General Meeting of the sole shareholder of the Bank dated 22.10.2025, pursuant to which the merger by absorption of Eurobank Holdings by the Bank was approved, in accordance with Article 16 of Law 2515/1997, Articles 6-21, 30-34 and 140 of Law 4601/2019 and the applicable provisions of Law 4548/2018 (“Reverse Merger” or “Merger”); 

c) the resolution of the ATHEX Listings and Market Operation Committee dated 24.11.2025, regarding the preliminary fulfilment of the requirements for the admission of the Bank’s shares to trading on the Main Market of the Regulated Market of the ATHEX, pursuant to Article 2(4) of Law 3371/2005 and paragraphs 3.1.15.3 and 3.1.15.6 of the ATHEX Rulebook, subject to the approval of the Prospectus (as defined below) by the Hellenic Capital Market Commission; 

(d) the approval dated 26.11.2025 by the Hellenic Capital Markets Commission of the Bank’s prospectus (“Prospectus”), which was prepared in accordance with Regulation (EU) 2017/1129, Delegated Regulations (EU) 2019/979 and (EU) 2019/980 and the applicable provisions of Greek Law 4706/2020, as amended and in force, in relation to (i) the initial listing/admission to trading without commencement of trading of the existing three billion, six hundred and eighty-three million, two hundred and forty-four thousand, eight hundred and thirty (3,683,244,830) common registered voting shares of the Bank, each with a nominal value of one euro and seven cents (€1.07) (“Initial Shares”), pursuant to paragraphs 3.1.15.6 of the ATHEX Rulebook, and (ii) the listing and admission of trading on the ATHEX of the new three billion, six hundred and thirty-one million, five hundred and ten thousand, eight hundred and one (3,631,510,801) common registered dematerialized voting shares of the Bank, each with a nominal value of twenty-two euro cents (€0.22) (“New Shares”), which will be issued in the context of the Merger (“Admission”); 

(e) the announcement of the Bank dated 26.11.2025 regarding the availability of the approved Prospectus to investors; 

(f) the admission/listing of the Initial Shares on 27.11.2025 on the Main Market of the Regulated Market of the ATHEX, without commencement of trading, in accordance with paragraph 3.1.15.6 of the ATHEX Rulebook; and 

(g) the resolution of the Extraordinary General Meeting of the shareholders of Eurobank Holdings dated 03.12.2025, by virtue of which the Merger was approved, 

hereby announce that: 

(i) The last trading day of the shares of Eurobank Holdings on the Main Market of the Regulated Market of the ATHEX will be 09.12.2025. 

(ii) The Merger, which has already been approved by the European Central Bank, is expected to be completed on or around 12.12.2025, upon the registration of the notarial deed of Merger and the publication of the relevant announcement of approval of the Merger by the Ministry of Development with the General Commercial Registry (G.E.MI.).

(iii) Upon completion of the Merger, the share capital of Eurobank, in its capacity as the absorbing company, (a) will be reduced by the amount of three billion, nine hundred and forty-one million, seventy-one thousand, nine hundred and sixty-eight euros and ten cents (€3,941,071,968.10) due to the cancellation of the Initial Shares, i.e. all three billion, six hundred and eighty-three million, two hundred and forty-four thousand, eight hundred and thirty (3,683,244,830) Eurobank shares, each with a nominal value of one euro and seven cents (€1.07), which will be transferred, as a result of the Merger and by way of universal succession, to Eurobank itself and, therefore, will constitute own shares of Eurobank within the meaning of Article 49(4)(b) of Law 4548/2018, and will be cancelled upon completion of the Merger, and (b) will be increased by the amount of seven hundred and ninety-eight million, nine hundred and thirty-two thousand, three hundred and seventy-six euros and twenty-two cents (€798,932,376.22) through the issuance of three billion, six hundred and thirty-one million, five hundred and ten thousand, eight hundred one (3,631,510,801) ordinary, dematerialized, registered voting shares, each having a nominal value of twenty-two euro cents (€0.22). 

(iv) On the same day, the shares of Eurobank Holdings will be delisted from the ATHEX. 

Furthermore, the commencement of trading on the ATHEX of the New Shares to be issued in the context of the Merger is expected to take place on the first trading day following the completion of the Merger, namely on or around 15.12.2025, while the commencement of trading on the Cyprus Stock Exchange of the New Shares is expected to take place on or around 19.12.2025. 

 

Important Notice: The distribution of this announcement may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The new shares of the Absorbing Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act”) or under any of the applicable securities laws of any state or other jurisdiction of the United States. The new shares of the Absorbing Company may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S under the Securities Act), unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws of the United States.