TRANSLATION DISCLAIMER This document is an unofficial English translation of the Greek Prospectus. This translation is for informational purposes only, has no legal effect and should not be relied upon. It has been prepared solely for the convenience of non-Greek speaking shareholders of Marfin Investment Group Holdings S.A. (the “Issuer”) and potential investors and is not a substitute for the original Greek version of the Prospectus. The only official version of the Prospectus, regarding the CBL Issue with pre-emption rights to Existing Shareholders, as approved by the Board of Directors of the Hellenic Capital Market Commission (at a meeting of 30/4/2013), is available in electronic form on the websites of the Company (www.marfininvestmentgroup.gr), ATHEX (www.athex.gr) and Hellenic Capital Market Commission (www.hcmc.gr) as of 9/5/2013 and in hard copy at the Company’s premises (Thisseos Ave, 67, 146 71 Kifissia, Greece) and the branches of “PIRAEUS BANK S.A.” as of 14/5/2013. This English translation has not been registered with or approved by the Hellenic Capital Market Commission. Accordingly, any prospective investor should also refer to the official Greek version and seek appropriate professional advice before investing. While this English translation is believed to be generally accurate, it is subject to and qualified by, in its entirety, the official Greek-language original version approved by the Hellenic Capital Market Commission, which is the prevailing document for all purposes. Any discrepancies or differences created in the translation are not binding and the Issuer makes no warranties or representations about the accuracy or completeness of this English translation and assumes no liability for any errors, omissions or inaccuracies in this English translation. This English translation does not contain or constitute, and should not be relied upon as, an offer or invitation or recommedation to make an offer or to acquire any securities in any jurisdiction. MARFIN INVESTMENT GROUP HOLDINGS S.A. PROSPECTUS FOR THE PUBLIC OFFERING AND THE LISTING FOR TRADING ON THE ATHENS EXCHANGE OF BONDS OF THE COMPANY “MARFIN INVESTMENT GROUP HOLDINGS S.A.” BY ISSUING A CONVERTIBLE BOND LOAN PAYABLE IN CASH IN FAVOUR OF EXISTING SHAREHOLDERS IN ACCORDANCE WITH THE DECISIONS OF THE 2ND REITERATIVE ORDINARY GENERAL MEETING OF 15.6.2011, THE DECISIONS OF THE 2ND REITERATIVE EXTRAORDINARY GENERAL MEETING OF 24.10.2011 AND THE DECISIONS OF THE COMPANY’S BOARD OF DIRECTORS OF 01.11.2011 AND 05.02.2013. UP TO 660,281,301 BONDS CONVERTIBLE INTO SHARES SHALL BE ISSUED The Board of Directors of the Hellenic Capital Market Commission approved the content of this Prospectus which consists of three (3) separate documents, namely (a) the Summary Note, (b) the Registration Document and (c) the Securities Note, only in relation to meeting the information requirements of investors, as defined in the provisions of Law 3401/2005 and European Commission Regulation (EC) No 809/2004, as these are in force. Date of Prospectus is the 30th April 2013 TABLE OF CONTENTS It should be noted that this Prospectus consists of three (3) separate documents: 1. the Summary Note (p 1-34), 2. the Registration Document (p 35-329), 3. the Securities Note (p 330-351). 2 TABLE OF CONTENTS 1. SUMMARY NOTE........................................................................................................4 3 SUMMARY NOTE The below introduction to the Summary Note is required in order to provide guidance to the readers of the Summary Note: The notification requirements in the Summary Notes, are defined as “Items”. These Items are numbered in Parts A-E (A.1-E.7). This Summary Note contained all the Items which are required to be included as a summary in such kind of tangible securities and to the Issuer. Since certain Items are not required to be mentioned, some gaps may possibly exist in the numbering of certain. Although an Item may possibly be required to be introduced in the Summary Note due to the kind of tangible securities and the Issuer, it is possible that any information regarding this Item would not be provided. In such a case a summary description is included in the Summary Note with the reference “Not applicable”. Unit A – Introduction and warnings Item Notification Requirements Warning: - This Summary Note should be considered as the introduction to the prospectus - The investor should base his decision to invest in securities after having studied the prospectus as a whole - Where a claim relating to information contained in the prospectus is referred to the court, the plaintiff investor may, pursuant to the national legislation of the member states, be obliged to bear the A.1 cost of translating the prospectus before legal proceedings commence,and - Persons to whom the Summary Note was submitted, including any translation of it, shall have civil liability only where the said Summary Note is misleading, inaccurate or is not consistent when read with the other parts of the prospectus or does not provide, when read with the other parts of the prospectus, the main information as assistance to the investors examining the possibility to invest in such securities. Unit B – Issuer and potential guarantor Item Notification Requirements B.1 Legal and Trading The legal name of the Issuer is “MARFIN INVESTMENT GROUP Name of the Issuer HOLDINGS S.A.”, and the trading name is “MARFIN INVESTMENT GROUP” (“ΜΙG”) B.2 Seat and legal The seat of the Company is designated to be the Municipality of form of the Issuer, Kifissia, Attica, with address No. 67 Theseos Avenue, 146 71, legislation Kifissia. MIG is a Greek Holdings Company and is subject to the pursuant to which provisions of Law 2190/1920 on societes anonymes, as in force. the Issuer is acting and country of incorporation. 4 SUMMARY NOTE Item Notification Requirements Description of the The Group’s basic object of activity is the acquisition of companies, nature of the the holdings in other companies and investments in Greece, Cyprus current actions and and the wider region of Southeast Europe. The Group’s activity main activities of focuses on the following six operating segments: the Issuer –and relevant main - Food & Dairy factors- referring to - Transportation B.3 the most important - IT & Telecommunications product categories - Financial Services sold or/and - Healthcare Services services provided - Private Equity Companies and designation of the main markets in which the Issuer operates. The Group’s Management estimates that the deep recession of the greek economy which is expected to continue in 2013 for the sixth consecutive year, shall create further adverse conditions for the Group’s operations since it is active mainly in Greece (84,32% on the consolidated income) and secondarily in the other countries of Europe (12,63%) and third countries (3,05%). As a consequence, the profitability and the Group’s net assets are affected and shall continue to be affected considerably by the domestic economic developments. MIG Group’s trends on the most important sectors of operations from 31.12.2012 until the date of this present Prospectus are summarised below, Description of the most important Food and Dairy Sector recent trends B.4a The ongoing recession of the greek economy adversely affects and affecting the Issuer may continue to adversely affect the main markets in which and the markets in VIVARTIA HOLDINGS operates. Lower disposable income for which he is active. households and declining consumption in conjunction with the bolstering of own label products at a lower price, the increased VAT which remains at 23% for the category of refreshments and beverages, catering and leisure services, constitute the key factors for the worsening oconditions in the Food and Dairy segment. Transportation Sector The adverse economic environment affects and may continue to negatively affect the broader Tourism Sector with clear impact on the Coastal Shipping and the Air Transportation sub-sectors. 5 SUMMARY NOTE Item Notification Requirements Coastal Shipping Sub-Sector Additionally, an important factor affecting the results of the shipping companies is considered to be the international oil price coupled with the Euro/US Dollar exchange rate since it determines the price of shipping fuel consumed by MIG’s vessels. It is expected that if fuel prices remain at current levels, there will be a significant increase in ship operating costs. Air Transportation Sub-Sector The repercussions of the fiscal crisis in Greece have affected and may continue to negatively affect tourism and the Air Transportation segment in general. Healthcare Services Sector The ongoing economic recession, lower disposable income, the negative repercussions of the announced fiscal austerity measures as well as the intensity of competition in the healthcare sector and especially in the obstetrics sector, constitute an extremely uncertain economic and business environment for 2013. The prospects for the domestic healthcare sector for 2013, as well as for the medium-term are intertwined with the course of the Greek economy. The particularly difficult conditions which prevailed in 2012 were successfully met by HYGEIA group since it timely took important decisions of strategic importance and managed to improve its efficiency and effectiveness. In 2013, HYGEIA group shall continue its dynamic business development by giving emphasis to the improvement of its operational performance and to the provision of new healthcare services. A major change which occurred