Obligation EurBank SA 2% ( XS1410482951 ) en EUR

EurBank SA

100 % ⇌

Grece

XS1410482951 ( en EUR )

2% par an ( paiement annuel )

20/02/2027 - Obligation échue

Prospectus brochure de l'obligation Eurobank S.A XS1410482951 en EUR 2%, échue

100 000 EUR

1 200 000 000 EUR

Eurobank Ergasias S.A. est une banque systémique grecque offrant une large gamme de services bancaires de détail, commerciaux et d'investissement.

Le marché financier a récemment enregistré la pleine réalisation de l'obligation de code ISIN XS1410482951, émise par Eurobank S.A., un acteur bancaire majeur dont le pays d'émission est la Grèce. Cette dette, désormais arrivée à maturité le 20 février 2027, a été intégralement remboursée à ses détenteurs, concluant ainsi son cycle de vie. Initialement lancée pour un montant total d'émission de 1 200 000 000 EUR, cette obligation présentait un taux d'intérêt nominal de 2% et les intérêts étaient versés annuellement, avec une fréquence de paiement fixée à 1. Les investisseurs pouvaient acquérir cette dette par lots minimaux de 100 000 EUR. Au moment de son remboursement, le prix sur le marché secondaire était de 100% de sa valeur nominale, en devise EUR, validant la punctualité de son acquittement par l'émetteur.

BASE PROSPECTUS

EUROBANK S.A.
(incorporated with limited liability in the Hellenic Republic with registration number 154558160000)
5 billion Global Covered Bond Programme
Under this 5 billion global covered bond programme (the "Programme"), Eurobank S.A. (the "Issuer" or
"Eurobank") (which entity following a demerger acquired all the assets and liabilities of Eurobank Ergasias
S.A., (see "Demerger" below)) may from time to time issue bonds (the "Covered Bonds") denominated in
any currency agreed between the Issuer and the relevant Dealer(s) (as defined below).
Application has been made to the Luxembourg Stock Exchange to approve this document as a base prospectus
("Base Prospectus") pursuant to Part IV of the Luxembourg act dated 16 July 2019 on prospectuses for
securities for the purpose of admitting Covered Bonds on the Euro MTF market of the Luxembourg Stock
Exchange ("Euro MTF") and to be valid for a period of 12 months from the date of its approval.
Application has also been made to the Luxembourg Stock Exchange for Covered Bonds issued under the
Programme to be admitted to trading on the Luxembourg Stock Exchange's Euro MTF market and to be listed
on the official list of the Luxembourg Stock Exchange (the "Official List"). This document is not a base
prospectus for the purposes of Section 12(a)(2) or any other provision of or rule under the United States
Securities Act of 1933 (as amended) (the "Securities Act").
References in this Base Prospectus to Covered Bonds being listed and all related references shall mean that
such Covered Bonds are intended to be admitted to trading on the Luxembourg Stock Exchange's Euro MTF
market and are intended to be listed on the official list of the Luxembourg Stock Exchange's Euro MTF market
for the purposes of Directive 2014/65/EU (the "MiFID II").
The Programme also permits Covered Bonds to be issued on the basis that they may be admitted to listing,
trading and/or quotation on such other stock exchange or stock exchanges as may be agreed between the Issuer
and the relevant Dealer. Covered Bonds may be unlisted or may be listed or admitted to trading, as the case
may be, on other stock exchanges or markets agreed between the Issuer, the Trustee and the relevant Dealer(s)
in relation to each issue. The Final Terms relating to each Tranche of the Covered Bonds will state whether or
not the Covered Bonds are to be listed and/or admitted to trading and, if so, on which other stock exchanges
or markets as may be agreed with the Issuer.
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the
Programme will not exceed 5 billion (or its equivalent in other currencies calculated as described herein). The
payment of all amounts due in respect of the Covered Bonds will constitute direct and unconditional
obligations of the Issuer, having recourse to assets forming part of the cover pool (the "Cover Pool").
The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under "General
Description of the Programme" and any additional Dealer appointed under the Programme from time to time,
which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the
"Dealers"). References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Covered
Bonds being (or intended to be) subscribed by more than one Dealer, be to the lead manager of such issue and,
in relation to an issue of Covered Bonds subscribed by one Dealer, be to such Dealer.
The price and amount of Covered Bonds to be issued under the Programme will be determined by the Issuer
and each relevant Dealer at the time of issue in accordance with prevailing market conditions. Notice of the
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aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue
price of Covered Bonds and any other terms and conditions not contained herein which are applicable to each
Series or Tranche (as defined under "Terms and Conditions of the Covered Bonds") of Covered Bonds will be
set out in a separate document specific to that Series or Tranche called the final terms (each, a "Final Terms")
which, with respect to Covered Bonds to be listed on the Official List and admitted to trading on the
Luxembourg Stock Exchange's Euro MTF market, will be delivered to the Luxembourg Stock Exchange on
or before the date of issue of such Series or Tranche of Covered Bonds.
The rating of certain Series of Covered Bonds to be issued under the Programme may be specified in the
applicable Final Terms as assigned by Moody's Investors Service Cyprus Limited or its successors
("Moody's"). Moody's is established in the European Union and is registered under Regulation (EC) No.
1060/2009 (as amended) (the "CRA Regulation"). As such, Moody's is included in the list of credit rating
agencies published by the European Securities and Markets Authority on its website (at
https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation) in accordance with the CRA
Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, change or withdrawal at any time by the assigning rating organisation. Investing in Covered Bonds
issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the
Issuer to fulfil its obligations in respect of the Covered Bonds are discussed under "Risk Factors" below.
Interest and/or other amounts payable under the Covered Bonds may be calculated by reference to EURIBOR
or STR which constitute "benchmarks" under Regulation ("EU") 2016/1011 (the "EU Benchmarks
Regulation") as specified in the relevant Final Terms. As of the date of this Base Prospectus, the administrator
of EURIBOR (being the European Money Markets Institute) is included in the European Securities and
Markets Authority's Register of administrators under Article 36 of the EU Benchmarks Regulation. The
administrator of STR, being as at the date of this Base Prospectus, the European Central Bank is not required
to be registered on the European Securities and Markets Authority's register of administrators by virtue of
Article 2 of the EU Benchmarks Regulations.
Arranger
Eurobank S.A.
Dealer
Eurobank S.A.
The date of this Base Prospectus is 15 May 2023.
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This Base Prospectus does not comprise a base prospectus for the purposes of Article 8 of Regulation ("EU")
2017/1129 (as amended, the "Prospectus Regulation").
This Base Prospectus comprises a base prospectus for the purposes of Part IV of the Luxembourg act dated 16
July 2019 on prospectuses for securities.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms
and for each Tranche of the Covered Bonds issued under the Programme and declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best
of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
For a period of 12 months following the date of this Base Prospectus, copies of each Final Terms (in the case
of Covered Bonds to be admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange) and
the Base Prospectus will be available free of charge from the registered office of the Issuer and from the
specified office of the Paying Agents for the time being in London or in Luxembourg at the office of the
Luxembourg Listing Agent.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see the section entitled "Documents Incorporated by Reference" below). This Base
Prospectus shall be read and construed on the basis that such documents are so incorporated and form part of
this Base Prospectus. Any websites included in this Base Prospectus are for information purposes only and
shall not be incorporated by reference in and do not form part of this Base Prospectus.
Each Series (as defined herein) of Covered Bonds may be issued without the prior consent of the holders of
any outstanding Covered Bonds (the "Covered Bondholders") subject to the terms and conditions set out
herein under "Terms and Conditions of the Covered Bonds" (the "Conditions") as completed by the Final
Terms. This Base Prospectus must be read and construed together with any supplements hereto and with any
information incorporated by reference herein and, in relation to any Series of Covered Bonds which is the
subject of Final Terms, must be read and construed together with the relevant Final Terms. All Covered Bonds
will rank pari passu and rateably without any preference or priority among themselves, irrespective of their
Series, except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.
The Issuer confirmed to the Dealers named under "General Information" below that this Base Prospectus
contains all information which is (in the context of the Programme, the issue, offering and sale of the Covered
Bonds) material; that such information is true and accurate in all material respects and is not misleading in any
material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are
not misleading in any material respect; that this Base Prospectus does not omit to state any material fact
necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the
issue and the offering and sale of the Covered Bonds) not misleading in any material respect; and that all
proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer or such other information as is in the public domain and, if given or made,
such information or representation should not be relied upon as having been authorised by the Issuer or any
Dealer or any Arranger.
Neither the Dealer(s) nor any Arranger nor any of their respective affiliates have authorised the whole or any
part of this Base Prospectus and none of them makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Base Prospectus. Neither
the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Covered Bond
shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true
subsequent to the date hereof or the date upon which this Base Prospectus has been most recently supplemented
or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the
prospects or financial or trading position of the Issuer since the date thereof or, if later, the date upon which this
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Base Prospectus has been most recently supplemented, or that any other information supplied in connection
with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Covered
Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus
or any Final Terms comes are required by the Issuer, any Arranger(s) and any Dealers to inform themselves
about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of Covered Bonds and on the distribution of this Base Prospectus or any Final Terms and other
offering material relating to the Covered Bonds, see "Subscription and Sale". In particular, Covered Bonds
have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the
"Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Covered Bonds
may not be offered, sold or delivered within the United States or to U.S. persons. Covered Bonds may be offered
and sold outside the United States in reliance on Regulation S under the Securities Act ("Regulation S").
PRIIPs / IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Covered
Bonds includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Covered Bonds are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA").For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II") or (ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended the "PRIIPs Regulation") for offering or
selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPs Regulation.
UK RETAIL INVESTORS - If the Final Terms in respect of any Covered Bonds includes a legend entitled
"Prohibition of Sales to UK Retail Investors", the Covered Bonds are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within
the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify
as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently no
key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law
by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the
Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.
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MiFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Covered
Bonds may include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Covered Bonds and which channels for distribution of the Covered Bonds are
appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "Distributor")
should take into consideration the target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, but otherwise
neither the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID
Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Covered Bonds will include a legend entitled UK MiFIR Product Governance which will outline the target
market assessment in respect of the Covered Bonds and which channels for distribution of the Covered Bonds
are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to
the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") is responsible for undertaking its own target market assessment in respect of the Covered
Bonds (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered
Bonds, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Covered Bonds and should not be considered as a recommendation by the Issuer, the Arranger,
the Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for
or purchase any Covered Bonds. Each recipient of this Base Prospectus or any Final Terms shall be taken to
have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
Each investor contemplating investing in any Covered Bond should: (i) determine for itself the relevance of
the information contained in (including incorporated by reference into) this Base Prospectus, (ii) make its own
independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness,
of the Issuer and such Covered Bonds and (iii) make its own determination of the suitability of any such
investment in light of its own circumstances, with particular reference to its own investment objectives and
experience, and any other factors that are relevant to it in connection with such investment, in each case, based
upon such investigation as it deems necessary.
The maximum aggregate principal amount of Covered Bonds outstanding at any one time under the
Programme will not exceed 5 billion (and for this purpose, the principal amount outstanding of any Covered
Bonds denominated in another currency shall be converted into euro at the date of the agreement to issue such
Covered Bonds (calculated in accordance with the provisions of the Programme Agreement)). The maximum
aggregate principal amount of Covered Bonds which may be outstanding at any one time under the Programme
may be increased from time to time, subject to compliance with the relevant provisions of the Programme
Agreement as defined under "Subscription and Sale".
In this Base Prospectus, unless otherwise specified, references to a Member State are references to a Member
State of the European Economic Area, references to , EUR or euro are to the currency introduced at the start
of the third stage of European economic and monetary union pursuant to the Treaty establishing the European
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Community (as amended) and references to Swiss francs or CHF are to the lawful currency for the time being
of Switzerland.
In this Base Prospectus, all references to Greece, to the Greek State are to the Hellenic Republic and all
references to the UK are to the United Kingdom and references to £ or Sterling are to the lawful currency for
the time being of the United Kingdom.
In connection with the issue of any Series of Covered Bonds, the Dealer or Dealers (if any) named the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms, may over allot Covered Bonds or effect transactions with a view to supporting the market
price of the Covered Bonds at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Series of Covered Bonds is made and,
if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Series of Covered Bonds and 60 days after the date of the allotment of the relevant
Tranche of Covered Bonds. Any stabilisation or over allotment must be conducted by the relevant
Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with
all applicable laws and rules.

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TABLE OF CONTENTS
THE DEMERGER ........................................................................................................................................ 2
RISK FACTORS ........................................................................................................................................... 4
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................... 45
PRINCIPAL PARTIES .............................................................................................................................. 45
PROGRAMME DESCRIPTION ............................................................................................................... 47
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................... 74
TERMS AND CONDITIONS OF THE COVERED BONDS ................................................................. 84
FORMS OF THE COVERED BONDS ................................................................................................... 129
FORM OF FINAL TERMS...................................................................................................................... 134
INSOLVENCY OF THE ISSUER ........................................................................................................... 150
USE OF PROCEEDS ................................................................................................................................ 151
OVERVIEW OF THE GREEK COVERED BOND LEGISLATION ................................................. 152
EUROBANK S.A. ...................................................................................................................................... 161
REGULATION AND SUPERVISION OF BANKS IN THE HELLENIC REPUBLIC .................... 192
ECONOMIC OVERVIEW ...................................................................................................................... 200
REGIONAL INTERNATIONAL ECONOMIC DEVELOPMENTS .................................................. 207
RISK MANAGEMENT ............................................................................................................................ 209
THE MORTGAGE AND HOUSING MARKET IN GREECE ............................................................ 211
DESCRIPTION OF THE TRANSACTION DOCUMENTS ................................................................ 233
TAXATION ............................................................................................................................................... 262
SUBSCRIPTION AND SALE .................................................................................................................. 265
GENERAL INFORMATION .................................................................................................................. 270

1

THE DEMERGER
On 20 March 2020, the core banking operations of the former Eurobank Ergasias S.A. were demerged. As
part of the demerger:
· the former Eurobank Ergasias S.A. was renamed Eurobank Services and Holdings S.A. ("Eurobank
Holdings") on 23 March 2020;
· a new wholly-owned banking subsidiary of Eurobank Holdings, Eurobank S.A. (the "Issuer"), was
established;
· the Issuer assumed, by operation of universal succession under Greek law, all of the assets and liabilities
of the core banking operations of the former Eurobank Ergasias S.A.; and
· Eurobank Holdings became the holding company for the 88 companies that, together with Eurobank
Holdings, as at 30 September 2020 comprised the "Group".
In this disclosure, references to the Issuer should, for any period prior to 20 March 2020, be read as construed
as references to the banking activities of the former Eurobank Ergasias S.A. and references to the Group
should, for any period prior to 20 March 2020, be read as construed as references to the former Eurobank
Ergasias S.A. and its consolidated entities.
The demerger was part of a major transformation designed to achieve:
· the legal separation of the Issuer that will allow its management to focus on core banking activities;
· a significant balance sheet de-risking through the securitisation of non-performing exposures ("NPEs"),
while retaining those that the Issuer believes have better recovery and curing potential; and
· accelerated reduction of NPEs, as evidenced by the Group having achieved an NPE ratio of 5.2 per cent.
as at 31 December 2022 (compared to an NPE ratio of 32.8 per cent. as at 30 June 2019).
The demerger of the core banking operations of the former Eurobank Ergasias S.A. (including its subsidiaries
and associates) constitutes a common control transaction that involves the set-up of a new company, which is
neither the acquirer, nor a business and therefore it is not a business combination as defined by IFRS 3
`Business Combinations'. As IFRS 3 guidance did not apply to the demerger, it has been accounted for as a
capital re-organisation of the transferred business on the basis that no substantive economic change has
occurred. In line with the Group's accounting policy for business combinations that involve the formation of
a new entity in the case of a capital reorganisation, the acquiring entity (in this case the Issuer) incorporated
the assets and liabilities of the acquired entity (in this case the banking sector transferred from the former
Eurobank Ergasias S.A.) at their carrying amounts, as presented in the books of that acquired entity. The capital
reorganisation did not have any impact on the Group's consolidated financial statements.
In the unconsolidated financial statements of Eurobank Holdings included in the Eurobank Holdings Annual
Financial Report for the year ended 31 December 2020, the assets and liabilities of the business transferred
(including investments in subsidiaries and associates) to the Issuer were derecognised and the investment in
the Issuer was recognised at cost, which is the carrying value of the net assets given up. The Issuer incorporated
the assets and liabilities of the business transferred to it at their pre- combination carrying amounts with a
corresponding increase in share capital. Pre-existing valuation reserves under IFRS that were transferred to the
Issuer were separately recognised in the Issuer's total equity.
As part of the demerger, Eurobank Holdings maintained activities and assets that are not related to the core
banking operations but are mainly related to the strategic planning of the administration of non-performing
loans and the provision of services to other Group companies and third parties. Further, Eurobank Holdings
retained significant interests in certain securities and certain entities. For any assets or liabilities that could not
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be transferred, Eurobank Holdings will collect or liquidate the assets in accordance with the Issuer's
instructions and the Issuer has agreed to indemnify Eurobank Holdings for the settlement of the liabilities
including any associated costs or losses.
Further information relating to the de-merger and the associated transformation can be found in note 44 to the
Issuer's Annual Financial Report for the year ended 31 December 2020.

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RISK FACTORS
In purchasing Covered Bonds, investors assume the risk that the Issuer may become insolvent or otherwise be
unable to make all payments due in respect of the Covered Bonds. There is a wide range of factors, which
individually or together could result in the Issuer becoming unable to make all payments due in respect of the
Covered Bonds. It is not possible to identify all such factors or to determine which factors are most likely to
occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not
to be material may become material as a result of the occurrence of events outside the Issuer's control. The
Issuer has identified in this Base Prospectus a number of factors which could materially adversely affect its
business and ability to make payments due under the Covered Bonds.
The Issuer believes that the risks described below are the material risks inherent in the transaction for Covered
Bondholders, but the Issuer does not represent that the statements below regarding the risks relating to the
Covered Bonds are exhaustive. Additional risks or uncertainties not presently known to the Issuer or that the
Issuer currently considers immaterial may also have an adverse effect on the Issuer's ability to pay interest,
principal or other amounts in respect of the Covered Bonds. Prospective Covered Bondholders should read
the detailed information set out in this document and reach their own views, together with their own
professional advisers, prior to making any investment decision.
In addition, factors which are material for the purpose of assessing the market risks associated with Covered
Bonds issued under the Programme are also described below.
Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and
reach their own views prior to making an investment decision. Words and expressions defined in the "Terms
and Conditions of the Covered Bonds" below or elsewhere in this Base Prospectus have the same meanings
in this section. Investing in the Covered Bonds involves certain risks. Prospective investors should consider,
among other things, the following.
Unless otherwise specified, references in this Base Prospectus to the "Group" are to Eurobank Holdings and
its consolidated entities.
Factors that may affect the Issuer's ability to fulfil its obligations under instruments issued under the
Programme
Economic and political risks
The Group's business is significantly affected by macroeconomic and financial developments,
particularly in Greece.
The Issuer is the most significant operating member of the Group and one of the systemic banks operating in
Greece. The Issuer's business, operating results, financial condition and prospects are in various ways exposed
to the economic and financial performance, creditworthiness, prospects and economic outlook of companies
and individuals operating in Greece or with a significant economic exposure to the Greek economy. For
example, the Issuer's business activities depend on the level of demand for banking, finance and financial
products and services, as well as on its customers' capacity to service their obligations, or maintain or increase
their demand for the Issuer's services. Customer demand and their ability to service their liabilities depend
considerably on their overall economic confidence, business prospects or employment status, Greece's fiscal
situation, investment and procurement by the Greek government and municipalities, and the general
availability of liquidity and funding at a reasonable cost.
The Issuer operates mainly in Greece and its operations comprise the majority of the Group's business. For
example, in the six month period ended 31 December2022, the Group's Greek operations accounted for 84 per
cent. of its operating income and 71 per cent. of its net interest income.
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