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Eurobank Board Calls Extraordinary Meeting to Approve Strategic Merger

Announcement and Meeting Details

Eurobank’s board of directors has summoned an extraordinary general meeting for December 3, 2025, where shareholders will be asked to approve a strategic merger with Eurobank Holdings S.A. The proposed merger will see Eurobank S.A. absorb Eurobank Holdings S.A., a move designed to foster operational efficiency and cost reduction.

Hybrid Meeting Format and Quorum Provisions

The meeting will be conducted in a hybrid format, offering shareholders the option to participate either in person at the Conference Centre in Nea Ionia or remotely via teleconference. Should the quorum not be met on the initial date, a subsequent meeting is scheduled for December 11, 2025, also utilizing the hybrid model.

Strategic Rationale for the Merger

The merger is part of a strategic reverse hive-down aimed at reducing administrative and accounting costs while simplifying the legal structure. This maneuver is expected to streamline supervisory compliance, particularly following the resolution of legacy non-performing loan issues, thereby strengthening the bank’s market positioning for the future.

Share Buyback Programme Adjustments

In light of the proposed merger, Eurobank Holdings has temporarily suspended its share buyback programme. Notably, between October 20 and October 21, 2025, the bank repurchased 879,000 of its shares on the Athens Stock Exchange at an average price of €3.4156 per share, totaling €3,002,347.79. As of October 21, 2025, Eurobank Holdings held 54,228,394 of its own shares, representing 1.4749% of its paid-up share capital.

Forward-Looking Financial Strategy

The share buyback programme is set to resume under Eurobank S.A. following the completion of the merger and the subsequent listing of the merged entity’s shares on the Athens Stock Exchange, anticipated in mid-December 2025. The programme’s remaining authorised amount of €122,919,881.27 will be utilised, with an endpoint of April 29, 2026. All treasury shares held by Eurobank Holdings will be cancelled upon merger completion, subject to the approval of the European Central Bank.

Legal Framework and Execution

The merger process is governed by specific provisions under Articles 6–21, 30–34, and 140 of Law 4601/2019, Article 16 of Law 2515/1997, and relevant provisions of Law 4548/2018. Authorized representatives have been appointed to sign the necessary documents before a notary, ensuring that all procedural steps are adhered to with precision.

ECB Launches Geopolitical Stress Tests For 110 Eurozone Banks

The European Central Bank is preparing a new round of geopolitical stress tests aimed at assessing potential risks to major financial institutions across the euro area. Up to 110 systemic banks, including institutions in Greece and the Bank of Cyprus, will take part in the exercise, which examines how geopolitical events could affect financial stability.

Timeline And Testing Process

Banks are expected to submit initial data on March 16, 2026. Supervisors will review the information in April, while the final results are scheduled to be published in July 2026. The process forms part of the ECB’s broader supervisory work to evaluate financial system resilience under different risk scenarios.

Geopolitical Shock As The Primary Concern

The stress tests place particular emphasis on geopolitical risks. These may include armed conflicts, economic sanctions, cyberattacks and energy supply disruptions. Such events can affect banks through changes in market conditions, borrower solvency and sector exposure. Lending portfolios linked to regions or industries affected by geopolitical developments may face higher risk levels.

Reverse Stress Testing: A Tailored Approach

Unlike traditional stress tests that apply the same scenario to all institutions, the reverse stress test requires each bank to define a scenario that could significantly affect its capital position. Banks must identify a geopolitical shock that could reduce their Common Equity Tier 1 (CET1) ratio by at least 300 basis points. Institutions are also expected to assess potential effects on liquidity, funding conditions and broader economic indicators such as GDP and unemployment.

Customized Risk Assessments And Supervisor Collaboration

This methodology allows banks to submit risk assessments based on their own exposures and operational structures. The approach is intended to help supervisors understand how geopolitical events could affect institutions differently and to support discussions between banks and regulators on risk management and contingency planning.

Differentiated Vulnerabilities Across Countries

A joint report by the ECB and the European Systemic Risk Board indicates that countries respond differently to geopolitical shocks. The Russian invasion of Ukraine led to higher energy prices and inflation across Europe, prompting central banks to raise interest rates. Belgium, Italy, the Netherlands, Greece and Austria experienced increases in borrowing costs and lower investor confidence. Germany, France and Portugal recorded more moderate changes, while Spain, Malta, Latvia and Finland showed intermediate levels of exposure.

Conclusion

The geopolitical stress tests will not immediately lead to additional capital requirements for banks. Their results will feed into the Supervisory Review and Evaluation Process (SREP). ECB supervisors may use the findings when assessing capital adequacy, risk management practices and operational resilience at individual institutions.

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