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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.

Bank of Cyprus Upgrade Signals Fresh Optimism For Greek And Cypriot Banks

Regional Banks Enter A More Favorable Cycle

Bank of Cyprus and Eurobank are well positioned to benefit from a renewed re-rating of Greek and Cypriot bank stocks, according to Cyprus-based investment firm Roemer Capital, which upgraded Bank of Cyprus to a buy rating and reaffirmed its positive view on Eurobank.

The firm cited easing geopolitical tensions, resilient economic growth in Greece and Cyprus, lower funding costs and Greece’s expected transition to developed-market status as the main factors supporting the sector.

Roemer Capital also lowered its cost of equity assumptions, updated its forecasts following first-quarter 2026 results and extended its valuation horizon to the end of 2027, raising target prices across its banking coverage.

Bank Of Cyprus Gets The Largest Upgrade

Bank of Cyprus received the biggest revision, with Roemer Capital upgrading the stock from hold to buy and setting a target price of €11.10, implying potential total upside of 27%.

The firm highlighted the bank’s strong capital generation, profitability and projected 100% dividend payout, describing it as the strongest capital-return story among the banks under coverage. Roemer Capital maintained its buy rating on Eurobank, assigning a target price of €4.90 and forecasting potential upside of 28%. The report said the bank is well placed to benefit from loan growth, improving operating performance and merger-and-acquisition synergies.

National Bank of Greece and Piraeus Bank also retained buy ratings, with expected returns ranging from 25% to 36%. Optima Bank was upgraded to buy, while Alpha Bank remained at hold on valuation grounds.

Why Growth Still Sets The Region Apart

According to Roemer Capital, Greek and Cypriot banks continue to benefit from stronger economic fundamentals than many western European peers. The report pointed to faster economic growth, healthier balance sheets, low levels of non-performing exposures, capital ratios approaching 20% and strong customer deposit bases.

Analysts expect performing loans across the sector to grow at a compound annual rate of 6% to 8% through 2028, supported by private investment, digitalisation, green manufacturing, supply-chain expansion and a gradual recovery in household lending.

The report also said the conclusion of lending under the EU Recovery and Resilience Facility is unlikely to materially affect credit growth, as banks have already shifted back towards traditional commercial lending. Roemer Capital expects Euribor to remain between 2.2% and 2.5%, a level it believes should support both lending activity and net interest margins.

Geopolitics, Valuation And Market Structure Support The Case

The report said improving geopolitical conditions have strengthened the investment outlook, noting that Brent crude prices have largely returned to pre-war levels while Greek government bond yields have stabilised at around 3.5%. Although geopolitical risks remain, Roemer Capital believes the likelihood of a major inflationary shock or significant pressure on bank profitability has eased.

Another important catalyst identified by the firm is Greece’s expected promotion to developed-market status by FTSE Russell, STOXX and MSCI over the coming months.

According to the report, the reclassification should improve liquidity and attract a broader base of international investors. Roemer Capital also said Euronext’s acquisition of the Athens Exchange is expected to strengthen market infrastructure and increase international visibility, particularly for Bank of Cyprus and Optima Bank.

The firm noted that Bank of Cyprus has already benefited from its Athens listing, with average daily trading value increasing from less than €400,000 before its September 2024 move to nearly €6 million afterwards.

Economic Momentum Remains A Core Tailwind

Roemer Capital said both Greece and Cyprus have moved beyond post-crisis recovery and are now supported by private-sector-led growth. For Cyprus, the report highlighted recent tax reform and efforts to simplify the legal and regulatory framework, while also noting that limited foreign banking competition continues to support domestic lenders.

Overall, Roemer Capital expects Greek and Cypriot banks to remain well-positioned for profitable loan growth over the coming years.

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