EUROBANK ERGASIAS S.A. €5 Billion Global Covered Bond

BASE PROSPECTUS EUROBANK ERGASIAS S.A. (incorporated with limited liability in the Hellenic Republic with registration number 000223001000) €5 billion Global Covered Bond Programme Under this €5 billion global covered bond programme (the Programme), Eurobank Ergasias S.A. (the Issuer) (formerly known as EFG Eurobank Ergasias S.A., which changed its name to Eurobank Ergasias S.A. on 2 August 2012) 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 Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (as amended) (the Prospectus Act 2005) to approve this document as a base prospectus (the Base Prospectus). By approving this base prospectus, the CSSF does not give any undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. 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 regulated market and to be listed on the official list of the Luxembourg Stock Exchange (the Official List). This document comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive) but 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 regulated market and are intended to be listed on the official list of the Luxembourg Stock Exchange’s regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). The Programme also permits Covered Bonds to be issued on the basis that they will be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems 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 maximum aggregate nominal amount of all Covered Bonds that may from time to time be outstanding under the Programme was raised to €5 billion (from €3 billion) on 25 February 2016 in accordance with the provisions of the Programme Agreement, as defined under “Subscription and Sale” below. 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 on-going 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 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 Exchanges regulated 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 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 http://www.esma.europe.eu/page/List-registered-and-certified- CRAs) in accordance with the CRA Regulation. A credit 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. Arranger Eurobank Ergasias S.A. Dealer Eurobank Ergasias S.A. The date of this Base Prospectus is 29 February 2016. BD-#25147614-v11 1 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. Copies of each Final Terms (in the case of Covered Bonds to be admitted to trading on the regulated 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, 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.

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