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EUROBANK ERGASIAS SA 8 Othonos Street 10557 Athens Greece

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EUROBANK ERGASIAS SA 8 Othonos Street 10557 Athens Greece EUROBANK ERGASIAS S.A. 8 Othonos Street 10557 Athens Greece (the Issuer) €500,000,000 Series 5 2.750 per cent. Conditional Pass Through Covered Bonds due 2020 (Common Code: 170954564; ISIN: XS1709545641) issued by the Issuer (together, the Series 5 Covered Bonds and the holders thereof the Covered Bondholders) constituted by a Trust Deed dated 4 March 2010 and as amended and restated on 28 September 2018 between the Issuer and The Bank of New York Mellon (International) Limited (the Trustee) and issued under the €5 billion Global Covered Bond Programme I established 4 March 2010 (the Programme) 1 October 2018 NOTICE OF AMEMDMENTS TO THE TRANSACTION DOCUMENTS AND SERIES 5 COVERED BONDS AMENDMENT TO THE TRANSACTION DOCUMENTS NOTICE IS HEREBY GIVEN THAT by the Issuer to the holders of the Series 5 Covered Bonds that the Issuer on 28 September 2018 (the Effective Date), the Issuer amended and restated the following Transaction Documents to effect the following changes: (i) to the Bank Account Agreement, the Asset Monitor Agreement and the Servicing and Cash Management Deed to (i) add S&P Global Ratings, a division of S&P Global (S&P) as an additional rating agency to rate the Programme and (ii) update the rating triggers included in the Transaction Documents to reflect such addition; (ii) to the Servicing and Cash Management Deed to provide for increased flexibility in the manner in which Eurobank may amend the Asset Percentage (following the redemption of the Series 5 Covered Bonds); and (iii) to the Servicing and Cash Management Deed to add a new eligibility criteria in relation to the maturity profile of the Loans included in the Cover Pool. AMENDMENT TO THE FINAL TERMS RELATING TO THE SERIES 5 COVERED BONDS At the request of the Issuer and at the discretion of the Trustee, NOTICE IS HEREBY GIVEN to the Series 5 Covered Bonds that on 28 September 2018 (the Effective Date), the final terms of the Series 5 Covered Bonds has been amended as follows (as complete version of the final terms is appended to this Notice): The response to Part B – Other Information, Item 2 (Ratings) is amended from: Ratings: The Covered Bonds to be issued have been rated: Moody's: B3 to Ratings: The Covered Bonds have been rated B3 by Moody’s, and 0012018-0003406 ICM:31011207.4 1 expected to be rated BBB- by S&P. Capitalised terms used but not defined in this Announcement shall have the meanings given to them in the Prospectus dated 28 September 2018. For further information please contact: Jovana Radomir Eurobank Ergasias S.A. 8 Othonos Street 105 57 Athens Greece Tel: +30 210 3718 907 Fax: + 30 210 33 37 536 Email: [email protected] [email protected] By: Eurobank Ergasias S.A. DISCLAIMER – INTENDED ADDRESSEES Please note that the information contained in the Final Terms may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Final Terms) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Final Terms is not addressed. Prior to relying on the information contained in the Final Terms you must ascertain from the Final Terms whether or not you are part of the intended addressees of the information contained therein. In particular, the Final Terms do not constitute an offer of securities for sale in the United States. This is not for distribution in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or under any relevant securities laws of any state of the United States of America and are subject to U.S. tax law requirements. Subject to certain exceptions, the securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America, as such terms are defined in Regulation S under the Securities Act. There will be no public offering of the securities in the United States. Your right to access this service is conditional upon complying with the above requirement. 0012018-0003406 ICM:31011207.4 2 SERIES 5 FINAL TERMS 31 October 2017, as amended and restated on 28 September 2018 PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Covered Bonds are not intended from 1 January 2018, 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 (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD), 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 Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key information document required by Regulation (EU) No 1286/2014 (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. EUROBANK ERGASIAS S.A. Issue of €500,000,000 Series 5 2.750 per cent. Conditional Pass Through Covered Bonds due 2 November 2020 under the €5 billion Global Covered Bond Programme established on 4 March 2010 PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Covered Bonds (the Terms and Conditions) set forth in the Base Prospectus dated 5 October 2017 and the supplement to the Base Prospectus dated 16 October 2017 which together constitute a base prospectus (the Base Prospectus) for the purposes of the Prospectus Directive (Directive 2003/71/EC as amended) (the Prospectus Directive). This document constitutes the final terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of this Final Terms and the Base Prospectus. Copies of the Base Prospectus and the supplement to the Base Prospectus are available free of charge to the public at the registered office of the Issuer and from the specified office of each of the Paying Agents. The Base Prospectus and the supplement to the Base Prospectus are published on the website of the Luxembourg Stock Exchange (www.bourse.lu). 1. (i) Series Number: 5 (ii) Tranche Number: 1 (iii) Date on which the Covered Bonds Not Applicable will be consolidated and form a single Series: 2. Specified Currency or Currencies: Euro (€) 3. Aggregate Nominal Amount of Covered €500,000,000 Bonds: (i) Series: €500,000,000 0012018-0003406 ICM:31011207.4 3 (ii) Tranche: €500,000,000 4. Issue Price: 99.349 per cent. of the Aggregate Nominal Amount 5. (i) Specified Denominations: €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Covered Bonds in definitive form will be issued with a denomination above €199,000 (ii) Calculation Amount: €1,000 6. (i) Issue Date: 2 November 2017 (ii) Interest Commencement Date: Issue Date 7. (i) Final Maturity Date: 2 November 2020 (ii) Extended Final Maturity Date Interest Payment Date falling in or nearest to November 2050 or, if a Redemption Notice has been served on the Trustee, the Interest Payment Date falling 1 year after the Interest Payment Date specified as the Final Maturity Date in the Redemption Notice. If an Extended Final Maturity Date is specified and the Final Redemption Amount is not paid in full on the Final Maturity Date, payment of the unpaid amount will be automatically deferred until the Extended Final Maturity Date, provided that any amount representing the Final Redemption Amount due and remaining unpaid on the Final Maturity Date may be paid by the Issuer on any Interest Payment Date occurring thereafter up to (and including) the relevant Extended Final Maturity Date. See Condition 7.1 (Redemption and Repurchase) 8. Interest Basis: 2.750 per cent. Fixed Rate 9. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Covered Bonds will be redeemed on the Final Maturity Date at 100 per cent. of their nominal amount 10. Change of Interest Basis: Applicable (Further particulars please see paragraph 15 below) 11. Put/Call Options: Not Applicable 12. Date Board approval for issuance of 29 September 2017, following a resolution to establish Covered Bonds obtained: the programme on 3 March 2010. 13. Redenomination: Applicable 0012018-0003406 ICM:31011207.4 4 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Fixed Rate Covered Bond Provisions Applicable, from and including the Issue Date to, but excluding the Final Maturity Date or if earlier the date on which the Covered Bonds become Pass Through Covered Bonds (i) Rate of Interest: 2.750 per cent. per annum payable in arrear on each Interest Payment Date (ii) Interest Payment Date(s): 2 November in each year up to and including the Final Maturity Date or, if earlier, the date on which the Covered Bonds become Pass Through Covered Bonds.
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