EUROBANK S.A.

Completion of the Merger between Eurobank Ergasias Services and Holdings S.A. and Eurobank S.A. – Commencement of Trading of the New Shares of Eurobank S.A.

Athens, 12 December 2025

 

ANNOUNCEMENT

 

Completion of the Merger between Eurobank Ergasias Services and Holdings S.A. and Eurobank S.A. – Commencement of Trading of the New Shares of Eurobank S.A.

Eurobank S.A.” (“Eurobank” or “Bank”) hereby informs the investing public that, following the registration with the General Commercial Registry of the decision of the Ministry of Development under protocol number 3831464 ΑΠ/12.12.2025, the merger by absorption of “Eurobank Ergasias Services and Holdings S.A.” (“Company”) by Eurobank has been completed, in accordance with the applicable legislation, including, indicatively, the provisions of Articles 6-21, 30-34 and 140 of Law 4601/2019, Article 16 of Law 2515/1997 and the applicable provisions of Law 4548/2018, as in force (“Merger”), which was approved by the Extraordinary General Meeting of the Bank’s sole shareholder held on 22.10.2025 and the Extraordinary General Meeting of the shareholders of the Company held on 03.12.2025. 

As of the date of registration of the notarial deed of the merger with the General Commercial registry, the Reverse Merger was completed and the following effects occurred automatically and simultaneously, both between Eurobank and the Company and vis-à-vis third parties: 

 

(a) Eurobank, pursuant to Article 16 of Law 2515/1997 and Article 18(2) of Law 4601/2019, as currently in force, succeeded by operation of law, through universal succession, to the entire estate (assets and liabilities) of the Company, as reflected in the transformation balance sheet dated 31.12.2024 and as it had evolved until the completion of the Merger. Universal succession covers all rights, intangible assets, receivables, claims, pending or otherwise, liabilities, and generally all legal relationships of the Company, including all licenses and approvals issued in its favor. 

 

(b) The Company was dissolved without liquidation and ceased to exist, while its shares were delisted from the Athens Stock Exchange (“ATHEX”). 

 

(c ) Any pending litigation of the Company shall continue automatically in the name of Eurobank, without any further procedural formalities, in accordance with Article 16 of Law 2515/1997 and Article 18(3) of Law 4601/2019, as in force. 

 

(d) The shareholders of the Company became shareholders of Eurobank, on the basis of the following agreed exchange ratio: for each one (1) existing common registered share with voting rights of the Company, with a nominal value of twenty-two (22) euro cents (€0.22) each, its holder shall receive one (1) new common registered dematerialized share with voting rights of Eurobank, with a nominal value of twenty-two (22) euro cents (€0.22), in the share capital of Eurobank as formed in the context of the Merger. The shareholders therefore retain, following the Merger, the same number of shares as they held prior to the Merger. 

 

The ATHEX on 12.12.2025 approved the admission to trading of three billion, six hundred and thirty-one million, five hundred and ten thousand, eight hundred and one (3,631,510,801) new common registered shares of the Bank, with a new nominal value of twenty-two (22) euro cents (€0.22) each. 

 

The commencement of trading on the Main Market of the ATHEX of the aforementioned three billion, six hundred and thirty-one million, five hundred and ten thousand, eight hundred and one (3,631,510,801) new common, registered, dematerialized, voting shares of Eurobank, each with a nominal value of € twenty-two (22) euro cents (€0.22) (“New Shares”), which were issued in the context of the Merger, will take place on the first trading day following the completion of the Merger, namely on 15.12.2025. 

 

The starting price of the Bank’s New Shares on the Main Market of the ATHEX pursuant to the ATHEX Rulebook, as currently in force, is equal to the closing price of the Company’s share on the last trading day on the ATHEX prior to the completion of the Merger 09.12.2025, namely €3,4800. 

 

The commencement of trading on the Main Market of the Cyprus Stock Exchange is expected to take place on or around 19.12.2025.