Obligation Eurobank Ergaseia 0% ( XS0302804744 ) en EUR

Eurobank Ergaseia

100 % ▲

Grece

XS0302804744 ( en EUR )

08/06/2017 - Obligation échue

Prospectus brochure de l'obligation Eurobank Ergasias XS0302804744 en EUR 0%, échue

50 000 EUR

750 000 000 EUR

Eurobank Ergasias est une grande banque grecque offrant une gamme complète de services bancaires aux particuliers, aux entreprises et aux institutions, avec une présence significative en Grèce et une présence internationale plus limitée.

L'Obligation émise par Eurobank Ergaseia ( Grece ) , en EUR, avec le code ISIN XS0302804744, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/06/2017

Offering Circular

EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
(incorporated with limited liability in the Hellenic Republic)
as Issuer

and

EUROBANK S.A.
(incorporated with limited liability in the Hellenic Republic)
as Issuer

5,000,000,000
Programme for the Issuance of Debt Instruments
Under this 5,000,000,000 Programme for the Issuance of Debt Instruments (the "Programme"), each of Eurobank Ergasias Services and Holdings S.A.
("Eurobank Holdings") and Eurobank S.A. ("Eurobank" or the "Bank" and, together with Eurobank Holdings, the "Issuers" and each an "Issuer" and references
herein to the "relevant Issuer" being to the Issuer of the relevant Instruments (as defined herein)) may from time to time issue debt instruments ("Instruments")
denominated in any currency agreed between the relevant Issuer and the relevant Dealer (which term shall, in relation to any Instrument, be references to the
Dealer or Dealers with whom the relevant Issuer has agreed the issue and purchase of such Instruments).
Eurobank Holdings may issue Senior Preferred Instruments (as defined herein), Senior Non-Preferred Instruments (as defined herein) and Subordinated
Instruments (as defined herein) only. The Bank may issue Senior Preferred Funding Instruments (as defined herein), Senior Preferred Instruments, Senior
Non-Preferred Instruments and Subordinated Instruments.
This Offering Circular has been approved by the Luxembourg Stock Exchange pursuant to Part IV of the Luxembourg act dated 16 July 2019 on prospectuses
for securities for the purpose of admitting Instruments on the Euro MTF market of the Luxembourg Stock Exchange ("Euro MTF") and shall be valid for a period
of 12 months from the date of its approval.
Application has been made to the Luxembourg Stock Exchange for Instruments issued under the Programme to be admitted to trading on the Euro MTF and
to be listed on the Official List of the Luxembourg Stock Exchange.
Notice of the aggregate nominal amount of, interest (if any) payable in respect of, the issue price of, the issue date and maturity date of, and any other terms
and conditions not contained herein which are applicable to each Tranche (as defined herein) of Instruments will be set forth in a final terms document (the
"Pricing Supplement") which, with respect to Instruments to be listed on the Euro MTF, will be delivered to the Luxembourg Stock Exchange on or before the
date of issue of the Instruments of such Tranche.
References in this Offering Circular to Instruments being "listed" (and all related references) shall mean that such Instruments have been admitted to trading
on the Euro MTF and have been admitted to the Official List of the Luxembourg Stock Exchange ("Listed Instruments"). The Euro MTF is a multilateral trading
facility and not a regulated market for the purposes of Directive 2014/65/EU (as amended) ("MiFID II").
The Programme provides that Instruments may be listed on such other or further stock exchange or stock exchanges (other than in respect of an admission to
trading on any market in the European Economic Area (the "EEA") which has been designated as a regulated market for the purposes of MiFID II) as may be
agreed between the relevant Issuer and the relevant Dealer. Each Issuer may also issue unlisted Instruments or Instruments not admitted to trading on any
market ("Unlisted Instruments").
Subject to applicable laws, the relevant Issuer may agree with the relevant Dealer(s) that Instruments may be issued in a form not contemplated by the Terms
and Conditions of the Instruments (except that, in the case of Instruments which are intended to be Listed Instruments, such variations to the Terms and
Conditions shall not entail the creation of an entirely new product), in which event the relevant provisions will be included in the applicable Pricing Supplement.
An investment in Instruments issued under the Programme involves certain risks. Prospective purchasers of Instruments should ensure that they
understand the nature of the relevant Instruments and the extent of their exposure to risks and that they consider the suitability of the relevant
Instruments as an investment in the light of their own circumstances and financial condition. CERTAIN ISSUES OF INSTRUMENTS INVOLVE A HIGH
DEGREE OF RISK AND POTENTIAL INVESTORS SHOULD BE PREPARED TO SUSTAIN A LOSS OF ALL OR PART OF THEIR INVESTMENT. It is the
responsibility of prospective purchasers to ensure that they have sufficient knowledge, experience and professional advice to make their own legal,
financial, tax, accounting and other business evaluation of the merits and risks of investing in the relevant Instruments and are not relying on the
advice of the relevant Issuer or any Dealer in that regard. For a discussion of these risks see "Risk Factors" below.
Eurobank has been rated "B-" (positive outlook) for long-term issuer default rating by Fitch Ratings Ireland Limited ("Fitch"), "B2" (positive outlook) for long-
term deposit rating by Moody's Investors Service Cyprus Limited ("Moody's") and "B+" (stable outlook) for long-term debt by S&P Global Ratings Europe Limited
("S&P"). Each of Fitch, Moody's and S&P is established in the EEA and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA
Regulation"). As such, each of Fitch, Moody's and S&P is included in the list of credit rating agencies registered in accordance with the CRA Regulation and
published by the European Securities and Markets Authority ("ESMA") on its website at (http://www.esma.europa.eu/page/list-registered-and-certified-CRAs)
in accordance with the CRA Regulation.
Instruments may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Instruments is rated, such rating will be
disclosed in the applicable Pricing Supplement and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A
security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning
rating agency.

Arranger
HSBC

Dealers
EUROBANK S.A.
HSBC
The date of this Offering Circular is 10 November 2021

IMPORTANT INFORMATION
This Offering Circular does not comprise a base prospectus for the purposes of Article 8 of
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation").
This Offering Circular comprises a base prospectus for the purposes of Part IV of the
Luxembourg act dated 16 July 2019 on prospectuses for securities.
Each of the Issuers accepts responsibility for the information set out in this Offering Circular
and any applicable Pricing Supplement. Having taken all reasonable care to ensure that such
is the case, the information contained in this Offering Circular is, to the best of the knowledge
of the Issuers, in accordance with the facts and does not omit anything likely to affect the
import of such information.
This Offering Circular should be read and construed with any supplement hereto and with any
documents which are deemed to be incorporated herein by reference (see "Documents
Incorporated by Reference") and, in relation to any Tranche of Instruments, should be read
and construed together with the applicable Pricing Supplement.
Other than in relation to the documents which are deemed to be incorporated by reference
(see "Documents Incorporated by Reference"), the information on the websites to which this
Offering Circular refers does not form part of this Offering Circular and has not been
scrutinised or approved by the Luxembourg Stock Exchange.
No person has been authorised by either Issuer to give any information or to make any
representation not contained in, or not consistent with, this Offering Circular or any other
document entered into in relation to the Programme or any information supplied in connection
with the Programme by an Issuer and, if given or made, such information or representation
should not be relied upon as having been authorised by either Issuer or any Dealer.
No representation or warranty is made or implied by the Arranger, any of the Dealers or any
of their respective affiliates, and neither the Arranger nor any of the Dealers and their
respective affiliates makes any representation or warranty or accepts any responsibility, as to
the accuracy or completeness of the information contained in this Offering Circular.
Neither the Arranger nor any of the Dealers accepts any responsibility for any green,
environmental and sustainability assessment of any Instruments issued as Green Bonds (as
defined below) or makes any representation or warranty or assurance whether such
Instruments will meet any investor expectations or requirements regarding such "green",
"environmental", "sustainable" or similar labels. Neither the Arranger nor any of the Dealers is
responsible for the use of proceeds for any Instruments issued as Green Bonds, nor the impact
or monitoring of such use of proceeds. No representation or assurance is given by the
Arranger or the Dealers as to the suitability or reliability of any opinion or certification of any
third party made available in connection with an issue of Instruments issued as Green Bonds,
nor is any such opinion or certification a recommendation by the Arranger or any Dealer to
buy, sell or hold any such Instruments. In the event any such Instruments are, or are intended
to be, listed, or admitted to trading on a dedicated "green", "environmental", "sustainable" or
other equivalently-labelled segment of a trading venue, no representation or assurance is
given by the Arranger or the Dealers that such listing or admission will be obtained or
maintained during the life of the Green Bonds.
Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale
or delivery of any Instrument shall, in any circumstances, create any implication that the
2

information contained in this Offering Circular is true subsequent to the date hereof or the date
upon which this Offering Circular has been most recently supplemented or that there has been
no material adverse change in the prospects of either Issuer since the date thereof or, if later,
the date upon which this Offering Circular 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 Offering Circular and any Pricing Supplement and the offering, sale and
delivery of Instruments in certain jurisdictions may be restricted by law. Persons into whose
possession this Offering Circular or any Pricing Supplement comes are required by each
Issuer, the Arranger and the Dealers to inform themselves about, and to observe, any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of
Instruments and on the distribution of this Offering Circular or any Pricing Supplement and
other offering material relating to the Instruments, see "Subscription and Sale".
In particular, the Instruments have not been and will not be registered under the United States
Securities Act of 1933 (as amended) and are subject to U.S. tax law requirements. Subject to
certain exceptions, Instruments may not be offered, sold or delivered within the United States
or to, or for the account or benefit of, U.S. persons.
Neither this Offering Circular nor any Pricing Supplement constitutes an offer or an invitation
to subscribe for or purchase any Instruments and should not be considered as a
recommendation by either Issuer, the Arranger, the Dealers or any of them that any recipient
of this Offering Circular or any Pricing Supplement should subscribe for or purchase any
Instruments. Each recipient of this Offering Circular or any Pricing Supplement shall be taken
to have made its own investigation and appraisal of the condition (financial or otherwise) of
the relevant Issuer.
Instruments may not be a suitable investment for all investors
Each potential investor in any Instruments must determine the suitability of that investment in
light of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the
relevant Instruments, the merits and risks of investing in the relevant Instruments and
the information contained or incorporated by reference in this Offering Circular, the
applicable Pricing Supplement or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the relevant Instruments
and the impact such investment will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment
in the relevant Instruments, including where principal or interest is payable in one or
more currencies or where the currency for principal or interest payments is different
from the currency in which such investor's financial activities are principally
denominated;
(iv)
understand thoroughly the terms of the relevant Instruments and be familiar with the
behaviour of any relevant indices and financial markets; and
3

(v)
be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
Some Instruments are complex financial instruments and such Instruments may be purchased
as a way to reduce risk or enhance yield with an understood, measured, appropriate addition
of risk to their overall portfolios. A potential investor should not invest in Instruments which are
complex financial instruments unless it has the expertise (either alone or with the assistance
of a financial adviser) to evaluate how such Instruments will perform under changing
conditions, the resulting effects on the value of such Instruments and the impact this
investment will have on the potential investor's overall investment portfolio.
IMPORTANT EEA RETAIL INVESTORS
If the Pricing Supplement in respect of any Instruments includes a legend entitled "Prohibition
of Sales to EEA Retail Investors", the Instruments 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 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 MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97 (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 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 Instruments or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or
selling the Instruments or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS
If the Pricing Supplement in respect of any Instruments includes a legend entitled "Prohibition
of Sales to UK Retail Investors", the Instruments 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 Instruments or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Instruments or
otherwise making them available to any retail investor in the UK may be unlawful under the
UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement in respect of any Instruments may include a legend entitled "MiFID II
Product Governance" which will outline the target market assessment in respect of the
Instruments and which channels for distribution of the Instruments are appropriate. Any person
4

subsequently offering, selling or recommending the Instruments (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 Instruments
(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
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any Dealer subscribing for any Instruments is a manufacturer in respect
of such Instruments, but otherwise neither the Arranger nor 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 Pricing Supplement in respect of any Instruments may include a legend entitled "UK MiFIR
Product Governance" which will outline the target market assessment in respect of the
Instruments and which channels for distribution of the Instruments are appropriate. Any person
subsequently offering, selling or recommending the Instruments (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 Instruments (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 Instruments is a
manufacturer in respect of such Instruments, 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.

5

TABLE OF CONTENTS

THE DEMERGER .................................................................................................................................. 7
RISK FACTORS .................................................................................................................................... 9
OVERVIEW OF THE PROGRAMME ................................................................................................ 51
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 60
INFORMATION RELATING TO THE USE OF THIS OFFERING CIRCULAR AND OFFERS OF
INSTRUMENTS GENERALLY ............................................................................................. 67
SIZE OF THE PROGRAMME ............................................................................................................ 68
TERMS AND CONDITIONS OF THE INSTRUMENTS .................................................................. 69
PROVISIONS RELATING TO THE INSTRUMENTS WHILST IN GLOBAL FORM ................. 134
APPLICABLE PRICING SUPPLEMENT ......................................................................................... 138
USE OF PROCEEDS ......................................................................................................................... 154
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A. ....................................................... 155
EUROBANK S.A. .............................................................................................................................. 161
REGULATORY CONSIDERATIONS .............................................................................................. 184
ECONOMIC OVERVIEW ................................................................................................................. 191
RISK MANAGEMENT ...................................................................................................................... 199
TAXATION ........................................................................................................................................ 201
SUBSCRIPTION AND SALE ........................................................................................................... 205
GENERAL INFORMATION ............................................................................................................. 210

STABILISATION
In connection with the issue of any Tranche of Instruments, the Dealer or Dealers (if
any) named as the Stabilisation Manager(s) (or persons acting on behalf of any
Stabilisation Manager(s)) in the applicable Pricing Supplement may over-allot
Instruments or effect transactions with a view to supporting the market price of the
Instruments 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
Tranche of Instruments is made and, if begun, may cease at any time, but it must end
no later than the earlier of 30 days after the issue date of the relevant Tranche of
Instruments and 60 days after the date of the allotment of the relevant Tranche of
Instruments. Any such stabilisation action or over-allotment must be conducted by the
relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation
Manager(s)) in accordance with all applicable laws and rules.
6

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 Ergasias Services and
Holdings S.A. on 23 March 2020;
· a new wholly-owned banking subsidiary of Eurobank Holdings, Eurobank S.A. (the
"Bank"), was established;
· the Bank 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 June 2020 comprised the "Group".
In this disclosure, references to the Bank 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 Bank 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 Bank believes have better recovery
and curing potential; and
· accelerated reduction of NPEs, as evidenced by the Group having achieved an NPE ratio
of 15.3 per cent. as at 30 June 2020 (compared to an NPE ratio of 32.8 per cent. as at 30
June 2019) and paving the way for a single digit NPE ratio by 2022.
The demerger of the core banking operations of the former Eurobank Ergasias S.A. (including
its subsidiaries and associates) constituted a common control transaction that involved the
set-up of a new company, which was neither the acquirer, nor a business and therefore it was
not a business combination as defined by IFRS 3 `Business Combinations'. As IFRS 3
guidance did not apply to the demerger, it was accounted for as a capital re-organisation of
the transferred business on the basis that no substantive economic change had 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 Bank)
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 2020 Annual
Report (as defined herein), the assets and liabilities of the business transferred (including
investments in subsidiaries and associates) to the Bank were derecognised and the
investment in the Bank was recognised at cost, which is the carrying value of the net assets
given up. The Bank incorporated the assets and liabilities of the business transferred to it at
7

their pre-combination carrying amounts with a corresponding increase in share capital. Pre-
existing valuation reserves under IFRS that were transferred to the Bank were separately
recognised in the Bank'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 be transferred, Eurobank
Holdings will collect or liquidate the assets in accordance with the Bank's instructions and the
Bank 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 corporate transformation can
be found in note 44 to the 2020 Annual Report.
8

RISK FACTORS
THE PURCHASE OF CERTAIN INSTRUMENTS MAY INVOLVE SUBSTANTIAL RISKS
AND MAY BE SUITABLE ONLY FOR INVESTORS WHO HAVE THE KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS NECESSARY TO ENABLE
THEM TO EVALUATE THE RISKS AND THE MERITS OF AN INVESTMENT IN THE
RELEVANT INSTRUMENTS. PRIOR TO MAKING AN INVESTMENT DECISION,
PROSPECTIVE PURCHASERS SHOULD CONSIDER CAREFULLY, IN LIGHT OF THEIR
OWN FINANCIAL CIRCUMSTANCES AND INVESTMENT OBJECTIVES, (I) ALL THE
INFORMATION IN THIS OFFERING CIRCULAR AND, IN PARTICULAR, THE
CONSIDERATIONS SET OUT BELOW AND (II) ALL THE INFORMATION SET OUT IN THE
APPLICABLE PRICING SUPPLEMENT. PROSPECTIVE PURCHASERS SHOULD MAKE
THE ENQUIRIES THEY DEEM NECESSARY WITHOUT RELYING ON THE RELEVANT
ISSUER OR ANY DEALER.
CERTAIN ISSUES OF INSTRUMENTS INVOLVE A HIGH DEGREE OF RISK AND
POTENTIAL INVESTORS SHOULD BE PREPARED TO SUSTAIN A LOSS OF ALL OR
PART OF THEIR INVESTMENT.
Each Issuer believes that the following factors may affect its ability to fulfil its obligations under
Instruments issued under the Programme. All of these factors are contingencies which may
or may not occur and neither Issuer is in a position to express a view on the likelihood of any
such contingency occurring in this Offering Circular.
Factors which the relevant Issuer believes may be material for the purpose of assessing the
market risks associated with Instruments issued under the Programme are also described
below.
Each of the risks highlighted below could adversely affect the trading price of any Instruments
or the rights of investors under any Instruments and, as a result, investors could lose some or
all of their investment.
Each Issuer believes that the factors described below represent the principal risks inherent in
investing in Instruments issued under the Programme, but the relevant Issuer may be unable
to pay interest, principal or other amounts on or in connection with any Instruments for other
reasons not currently known to the relevant Issuer and neither Issuer represents that the
statements below regarding the risks of holding any Instruments are exhaustive. Prospective
investors should also read the detailed information set out elsewhere in this Offering Circular
and reach their own views prior to making any investment decision.
Capitalised terms used herein and not otherwise defined shall bear the meanings ascribed to
them in "Terms and Conditions of the Instruments" below. Unless otherwise specified,
references in this Offering Circular to the "Group" are to Eurobank Holdings and its
consolidated entities.
9

FACTORS THAT MAY AFFECT AN 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
Eurobank is the most significant operating member of the Group and one of the systemic
banks operating in Greece. Eurobank'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,
Eurobank'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 Eurobank'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.
Eurobank operates mainly in Greece and its operations comprise the majority of the Group's
business. For example, in the six month period ended 30 June 2021, the Group's Greek
operations accounted for 74 per cent. of its operating income and 72 per cent. of its net interest
income. In addition, as per the Group's Interim Financial Statements, the Group holds:
· Greek government bonds and treasury bills (which had a book value of 4,800 million
as at 30 June 2021 and comprised 7 per cent. of the Group's assets and 51 per cent.
of its investment portfolio as at the same date);
· financial derivatives with the Greek State (which had a book value of 1,228 million as
at 30 June 2021); and
· financial guarantees and other claims with the Greek State (which had a book value of
199 million as at 30 June 2021).
As a result, the Group's business, operating results, asset quality and general financial
condition are directly and significantly affected by macroeconomic conditions and financial
developments in Greece.
According to the Hellenic Statistical Authority ("ELSTAT"), real GDP in Greece decreased by
26.9 per cent. during the period from 2008 to 2016 based on the European System of Accounts
methodology. Negative macroeconomic developments in Greece following the financial crisis
had a severe adverse effect on the Greek banking system; in particular, this affected Greek
banks' capital ratios as significant losses driven by large write downs of the value of Greek
government debt holdings and high levels of NPEs, were incurred such losses also
constrained Greek banks' liquidity.
In addition to their effect on the Group's operations in Greece, the adverse macroeconomic
and financial developments in Greece since the global financial crisis also had a material
adverse effect on the Group's reputation, its competitive position as against international
banks and deposits in the Group's international operations.

10

Document Outline

#163">Retail Banking
#168">Group Digital Banking
#171">Group Corporate and Investment Banking
#176">Global Markets General Division
#184">Prudential supervision of financial holding companies
#199">Operational Risk
- #199">Governance
  - #208">(i) persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses; or
  - #208">(ii) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Instruments would otherwise constitute a contravention of Section 19 of the FS...