PROSPECTUS This prospectus (the “Prospectus”) relates to (i) the offering to the public in Greece of up to 1,200,000,000 new ordinary registered voting shares with a nominal value of €1.00 per share (the “New Shares”) to be issued by Piraeus Financial Holdings S.A. (“Piraeus Holdings” or the “Issuer”), formerly known as Piraeus Bank Société Anonyme, (after giving effect to the Reverse Split and the Share Capital Decrease (each defined herein)) (the “Public Offering”) and (ii) the admission to trading of the New Shares on the Main Market of the Regulated Securities Market of the Athens Exchange (the “ATHEX”). The New Shares will be issued pursuant to the resolution of the Board of Directors of Piraeus Holdings made on 16 April 2021, which approved a non-preemptive share capital increase of Piraeus Holdings by €1,200,000,000 (nominal value) and the issuance of up to 1,200,000,000 New Shares (the “Share Capital Increase”), by virtue of the authority given to it by the extraordinary general meeting of Piraeus Holdings’ shareholders held on 7 April 2021. There is no subscription guarantee for the New Shares and if the Share Capital Increase is not fully subscribed for, the Issuer’s share capital will be increased up to the amount actually subscribed and paid for, in accordance with Article 28, paragraph 1 of Law 4548/2018. The New Shares will also be offered to qualified, institutional and other eligible investors outside of Greece, pursuant to a private placement bookbuilding process, in reliance upon the exemptions from the requirement to publish a prospectus under the Prospectus Regulation (as defined below) and other applicable laws (the “Institutional Offering” and together with the Public Offering, the “Combined Offering”). This Prospectus does not relate to the Institutional Offering. The Combined Offering will run in parallel from 21 April 2021 to 23 April 2021. The offering price for each New Share, which may not be lower than €1.00 or higher than €1.15 per New Share, is expected to be determined after the close of the book building period for the Institutional Offering on or about 23 April 2021 in agreement between Piraeus Holdings and the joint global coordinators of the Institutional Offering (the “Joint Global Coordinators”) and will be identical in the Combined Offering. It is expected that the New Shares will be delivered to subscribers in the Combined Offering on or around 6 May 2021, but no assurance can be given that such issue and delivery will not be delayed. This Prospectus has been prepared in accordance with Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”), the applicable provisions of Law 4706/2020 and the enabling relevant decisions of the Hellenic Capital Market Commission (the “HCMC”), under the simplified disclosure regime for secondary issuances pursuant to Article 14 of the Prospectus Regulation and Annex 3 and Annex 12 of the Delegated Regulation (EU) 2019/980 of 14 March 2019, as amended, as well as the Delegated Regulation (EU) 2019/979 of 14 March 2019, as amended (together the “Delegated Regulations”). The Board of Directors of the HCMC has approved the Prospectus only in connection with the information furnished to investors, as required under the Prospectus Regulation and the Delegated Regulations. Investing in the New Shares involves risks. Prospective investors should read the entire document and, in particular, the “Risk Factors” beginning on page 32 when considering an investment in Piraeus Holdings. This Prospectus will be valid for a period of twelve (12) months from its approval by the Board of Directors of the HCMC. In the event of any significant new factor, material mistake, or material inaccuracy relating to the information included in this Prospectus which may affect the assessment of the New Shares and which arises or is noted between the time when this Prospectus is approved and the closing of the Public Offering or the delivery of the New Shares, whichever occurs later, a supplement to this Prospectus shall be published in accordance with Article 23 of the Prospectus Regulation, without undue delay, in accordance with at least the same arrangements made for the publication of this Prospectus. If a supplement to this Prospectus is published, investors will have the right to withdraw their subscription for New Shares made prior to the publication of the supplement within the time period set forth in the supplement (which shall not be shorter than three business days after publication of the supplement). In making an investment decision, prospective investors must rely upon their own examination, analysis of, and enquiry into, the New Shares and the terms of the Public Offering, including the merits and risks involved. The approval of this Prospectus by the HCMC shall not be considered as an endorsement of Piraeus Holdings or of the quality of the New Shares that are the subject of this Prospectus. Prospective investors should make their own assessment as to the suitability of investing in the New Shares. The Lead Underwriters The date of this Prospectus is 20 April 2021 TABLE OF CONTENTS GLOSSARY ........................................................................... 1 PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL ................................................. 16 SUMMARY ........................................................................... 18 ΠΕΡΙΛΗΠΤΙΚΟ ΣΗΜΕΙΩΜΑ ............................................................. 25 1. RISK FACTORS ................................................................... 32 1.1 Risks relating to our business ................................................... 33 1.2 Risks relating to the Hellenic Republic and the global macro-economic environment ....... 43 1.3 Risks relating to the regulatory framework ......................................... 46 1.4 Risks relating to the markets .................................................... 51 1.5 Risks relating to the New Shares ................................................. 51 2. STATUTORY AUDITORS ........................................................... 56 3. INFORMATION ABOUT THE ISSUER ................................................ 57 4. GROUP’S BUSINESS OVERVIEW .................................................... 58 4.1 Overview ................................................................... 58 4.2 Our competitive strengths ...................................................... 58 4.3 Our strategy ................................................................. 62 4.4 History and development of our Group............................................ 68 4.5 Business segment analysis ..................................................... 70 4.6 Overview of our products, services and activities ................................... 72 4.7 Operations in Greece .......................................................... 73 4.8 International operations ........................................................ 81 4.9 Organisational structure ....................................................... 81 4.10 Property and equipment ....................................................... 82 4.11 Investments ................................................................. 82 4.12 Employees .................................................................. 82 4.13 Technology and infrastructures .................................................. 83 4.14 Tax audits .................................................................. 84 5. TREND INFORMATION ............................................................ 85 5.1 Impact of the COVID-19 pandemic .............................................. 85 5.2 The Greek economy .......................................................... 87 5.3 Asset quality and NPEs ........................................................ 88 5.4 Deposit levels and funding costs ................................................. 90 5.5 Income ..................................................................... 91 5.6 Operating cost control initiatives ................................................ 92 5.7 Deferred Tax Assets (DTAs) and tax obligations .................................... 92 6. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS, AND LOSSES .................................. 94 6.1 Presentation of financial and other information ..................................... 94 6.2 Corrective Note in accordance with paragraph 2 of Article 23 of Law 3556/2007 .......... 96 6.3 Recent developments .......................................................... 101 6.4 Comparability of results ....................................................... 103 6.5 Alternative Performance Measures ............................................... 104 6.6 APM components at Group level ................................................ 106 6.7 Results of operations .......................................................... 107 6.8 Financial position ............................................................ 112 6.9 Legal and arbitration proceedings ................................................ 114 6.10 Significant change in the Issuer’s financial position .................................. 115 6.11 Dividends and dividend policy .................................................. 115 7. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT .................................................................. 118 7.1 Management and corporate