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CAYMAN ISLANDS) LIMITED (Incorporated with Limited Liability in the Cayman Islands) As Issuer and EFG EUROBANK ERGASIAS S.A

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CAYMAN ISLANDS) LIMITED (Incorporated with Limited Liability in the Cayman Islands) As Issuer and EFG EUROBANK ERGASIAS S.A – 6:46 pm – mac5 – 3485 Intro : 3485 Intro Prospectus EFG HELLAS PLC (incorporated with limited liability in England and Wales) as Issuer and EFG HELLAS (CAYMAN ISLANDS) LIMITED (incorporated with limited liability in the Cayman Islands) as Issuer and EFG EUROBANK ERGASIAS S.A. (incorporated with limited liability in the Hellenic Republic) as Guarantor €15,000,000,000 Programme for the Issuance of Debt Instruments Under this €15,000,000,000 Programme for the Issuance of Debt Instruments (the “Programme”), each of EFG Hellas PLC and EFG Hellas (Cayman Islands) Limited (each an “Issuer” and, together, the “Issuers”) may from time to time issue debt instruments (“Instruments”) guaranteed by EFG Eurobank Ergasias S.A. (the “Guarantor” or the “Bank”) and denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined herein). 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 to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Instruments 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. References in this Prospectus to Instruments which are intended to be “listed” (and all related references) on the Luxembourg Stock Exchange shall mean that such Instruments have been admitted to trading on the Luxembourg Stock Exchange’s regulated market and have been listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Investment Services Directive (Directive 93/22/EEC). Application may also be made, from time to time, for notification to be given to competent authorities in other Member States of the European Economic Area in order to permit Instruments issued under the Programme to be offered to the public and/or admitted to trading on regulated markets in such other Member States in accordance with the procedures under Article 18 of Directive 2003/71/EC (the “Prospectus Directive”). The Programme provides that Instruments may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer and the relevant Dealer. Each Issuer may also issue unlisted Instruments and/or Instruments not admitted to trading on any market. Instruments will be issued in such denominations as may be specified in the relevant Final Terms (as defined below), subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. The minimum denomination of each Instrument admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be €1,000 (or, if the Instruments are denominated in a currency other than euro, the equivalent amount in such currency). An investment in Instruments issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors” below. The relevant Issuer and the Guarantor may agree with any Dealer that Instruments may be issued in a form not contemplated by the Terms and Conditions of the Instruments herein, in which event a supplement to this Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Instruments. Co-Arrangers DEUTSCHE BANK MORGAN STANLEY Dealers BANC OF AMERICA SECURITIES LIMITED BANCA IMI BARCLAYS CAPITAL CALYON CORPORATE AND INVESTMENT BANK CITIGROUP CREDIT SUISSE DEUTSCHE BANK EFG EUROBANK ERGASIAS S.A. GOLDMAN SACHS INTERNATIONAL HSBC JPMORGAN MERRILL LYNCH INTERNATIONAL MORGAN STANLEY NATEXIS BANQUES POPULAIRES NOMURA INTERNATIONAL 4 August 2006 Level: 4 – From: 4 – Thursday, August 3, 2006 – 6:46 pm – mac5 – 3485 Intro : 3485 Intro This Prospectus comprises two base prospectuses, a base prospectus for the issuance of Instruments under the Programme by EFG Hellas PLC and a base prospectus for the issuance of Instruments under the Programme by EFG Hellas (Cayman Islands) Limited. Each base prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. Each of the Issuers and the Guarantor (together, the “Responsible Persons”) accepts responsibility for the information contained in this Prospectus. Having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of the knowledge of each Issuer and the Guarantor, in accordance with the facts and does not omit anything likely to affect the import of such information. In relation to each Tranche (as defined in “Summary of the Programme” below), the aggregate nominal amount of the Instruments of such Tranche, the interest (if any) payable in respect of the Instruments of such Tranche, the issue price and any other terms and conditions not contained herein which are applicable to such Tranche will be set out in a final terms document (“Final Terms”) which, with respect to Instruments to be listed on the Luxembourg Stock Exchange, will be delivered to the CSSF on or before the date of issue of the Instruments of such Tranche. Copies of the Final Terms relating to Instruments which are listed on the Luxembourg Stock Exchange or offered in the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be available on the website of the Luxembourg Stock Exchange at www.bourse.lu and, free of charge, at the registered office of each Issuer and the Guarantor. This Prospectus should be read and construed with any supplement hereto and with any other documents incorporated by reference and, in relation to any Series (as defined under “Terms and Conditions of the Instruments”) of Instruments, should be read and construed together with the relevant Final Terms. No person has been authorised by either Issuer or the Guarantor to give any information or to make any representation not contained in, or not consistent with, this Prospectus or any other document entered into in relation to the Programme or any information supplied by either Issuer or the Guarantor and, if given or made, such information or representation should not be relied upon as having been authorised by either Issuer, the Guarantor or any Dealer. No representation or warranty is made or implied by any of the Dealers or any of their respective affiliates, and none 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 Prospectus. Neither the delivery of this Prospectus or any Final Terms nor the offering, sale or delivery of any Instrument shall, in any circumstances, create any implication that the information contained in this Prospectus is true subsequent to the date hereof or the date upon which this Prospectus has been most recently supplemented or that there has been no material adverse change in the prospects of either Issuer or the Guarantor since the date thereof or, if later, the date upon which this 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 Prospectus and any Final Terms and the offering, sale and delivery of Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes are required by each Issuer, the Guarantor 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 Prospectus or any Final Terms 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. In addition, no action has been taken by either 2 Level: 4 – From: 4 – Thursday, August 3, 2006 – 6:46 pm – mac5 – 3485 Intro : 3485 Intro Issuer, the Guarantor or the Dealers which would permit a public offering of any Instruments outside Luxembourg or any other Member State of the European Economic Area to which this document may be passported in accordance with the procedures under Article 18 of the Prospectus Directive or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Neither this Prospectus nor any Final Terms 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 Guarantor, the Dealers or any of them that any recipient of this Prospectus or any Final Terms should subscribe for or purchase any Instruments. Each recipient of this Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the relevant Issuer and the Guarantor. All references in this document to “U.S.$’’ and “$’’ are to United States dollars, those to “Sterling’’ and “£’’ are to pounds sterling and those to “€”, “euro’’, “Euro’’ and “EUR’’ are to the single currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Communities as amended.
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