Bond Piraeus Bank S.A. 9.75% ( XS2018638648 ) in EUR

Piraeus Bank S.A.

100 % ▲

Greece

XS2018638648 ( in EUR )

9.75% per year ( payment 1 time a year)

25/06/2029

Prospectus brochure of the bond Piraeus Bank S.A XS2018638648 en EUR 9.75%, maturity 25/06/2029

100 000 EUR

400 000 000 EUR

26/06/2025 ( In 47 days )

Piraeus Bank S.A. is a major Greek banking group offering a range of financial services including retail, corporate, and investment banking, with a significant domestic market share and an expanding international presence.

The Bond issued by Piraeus Bank S.A. ( Greece ) , in EUR, with the ISIN code XS2018638648, pays a coupon of 9.75% per year.
The coupons are paid 1 time per year and the Bond maturity is 25/06/2029

OFFERING CIRCULAR

PIRAEUS GROUP FINANCE PLC
(incorporated with limited liability in England and Wales)
as Issuer
and
PIRAEUS BANK S.A.
acting through its head office or its London Branch (each an "Issuing Branch")
(incorporated with limited liability in the Hellenic Republic)
as Issuer and Guarantor
25,000,000,000 Euro Medium Term Note Programme
On 9 June 2004, each of Piraeus Group Finance PLC ("Piraeus PLC") and Piraeus Bank S.A. ("Piraeus Bank", "Piraeus" or the "Bank" and, together with Piraeus PLC, the "Issuers" and each
an "Issuer" and references herein to the "relevant Issuer" being to the Issuer of the relevant Notes (as defined below)) entered into a Euro Medium Term Note Programme (as subsequently
amended, the "Programme"). All Notes issued under the Programme on or after the date hereof are issued subject to the provisions set out herein. This does not affect any Notes issued
prior to the date hereof.
Under the Programme, the Issuers may from time to time issue notes (the "Notes") denominated in any currency agreed with the relevant Dealer (as defined below). Notes may be issued as
Senior Preferred Liquidity Notes, Senior Preferred Notes, Senior Non-Preferred Notes or Tier 2 Notes (each as defined below). Piraeus Bank may issue (i) Senior Preferred Liquidity Notes,
(ii) Senior Preferred Notes, (iii) Senior Non-Preferred Notes and (iv) Tier 2 Notes. Piraeus PLC may issue (i) Senior Preferred Liquidity Notes and (ii) Tier 2 Notes.
Notes issued by Piraeus PLC will be guaranteed by Piraeus Bank. In relation to any Notes issued by Piraeus Bank, the Issuing Branch through which Piraeus Bank is acting for such Notes
will be specified in the applicable Final Terms (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed 25,000,000,000 (or its equivalent in other currencies calculated as described in the
Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuous basis to the Dealers specified herein and any additional Dealer appointed under the Programme from time to time, which appointment may be for a
specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). References in this Offering Circular to the "relevant Dealer" shall, in relation to any issue of Notes, be to
the Dealer or Dealers agreeing to subscribe such Notes.
This Offering Circular comprises a base prospectus for Piraeus PLC and a base prospectus for Piraeus Bank, in each case for the purposes of Article 8 of Regulation (EU) 2017/1129 (the
"Prospectus Regulation").
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors" below.
This Offering Circular has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the "CSSF"), as competent authority under the Prospectus
Regulation. The CSSF only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval
by the CSSF should not be considered as an endorsement of (i) the relevant Issuer, (ii) the Guarantor or (iii) the Notes that are the subject of this Offering Circular. Investors should make
their own assessment as to the suitability of investing in the Notes. The CSSF assumes no responsibility for the economic or financial soundness of the transactions contemplated by this
Offering Circular or the quality or solvency of the relevant Issuer or, as the case may be, the Guarantor. Application has also been made to the Luxembourg Stock Exchange for Notes issued
under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed
on the Official List of the Luxembourg Stock Exchange. References in this Offering Circular to Notes being "listed" (and all related references) shall mean that such Notes have been admitted
to trading on the Luxembourg Stock Exchange's regulated market and have been listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated
market is a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II").
This Offering Circular is valid for 12 months from its date. The obligation to supplement this Offering Circular in the event of a significant new factor, material mistake or
material inaccuracy does not apply when this Offering Circular is no longer valid.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as
defined under "Terms and Conditions of the Notes") of Notes will be set out in the final terms (the "Final Terms") which, with respect to Notes to be listed on the Luxembourg Stock Exchange
and admitted to trading on the Luxembourg Stock Exchange's regulated market, will be filed with the CSSF. Copies of Final Terms in relation to the Notes to be listed on the Luxembourg
Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant
Issuer and the relevant Dealer. The relevant Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. No Notes have been or will be registered under the
United States Securities Act 1933, as amended (the "Securities Act") and are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons (see "Subscription and Sale" below).
The Notes of each Tranche will be in bearer form and (unless otherwise specified in the applicable Final Terms) will initially be represented by a temporary global Note which will be
deposited on the relevant issue date with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"), and/or any
other agreed clearance system and which will be exchangeable, as specified in the applicable Final Terms, for either a perman ent global Note or Notes in definitive form, in each case upon
certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. The applicable Final Terms will specify that a permanent global Note either (i) is exchangeable (in
whole but not in part) for definitive Notes upon not less than 60 days' notice or (ii) is only exchangeable (in whole but not in part) for definitive Notes following the occurrence of an Exchange
Event (as defined on page 57), all as further described in "Form of the Notes" and "Applicable Final Terms" below.
The Programme has been rated Caa2 (senior unsecured debt), Caa3 (subordinated debt) and NP (short term debt) by Moody's Investors Services Cyprus Limited ("Moody's"), B- (long term
senior unsecured debt), B (short term senior unsecured debt) and CCC (subordinated debt) by S&P Global Ratings Europe Limited, Italy Branch ("S&P Global") and CC (long term senior
unsecured debt) and C (short term senior unsecured debt) by Fitch Ratings Limited ("Fitch"). Each of Moody's, S&P Global and Fitch is established in the European Union ("EU") and is
registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of Moody's, S&P Global and Fitch is included in the list of credit rating agencies
published by the European Securities and Markets Authority ("ESMA") on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA
Regulation.Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the applicable Final Terms. Whether or not each
credit rating applied for in relation to a relevant Series of Notes will be issued by a credit rating agency established in the EU and registered under the CRA Regulation and whether or not
such credit rating agency is included in the list of credit rating agencies published by ESMA on its website in accordance with the CRA Regulation will be disclosed in the applicable Final
Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating
agency.
Each Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplement to the Offering
Circular, a drawdown offering circular or a new offering circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
Arranger
Goldman Sachs International
Dealers
Barclays
BofA Securities
BNP PARIBAS
Citigroup
Commerzbank
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Morgan Stanley
Piraeus Bank S.A.
UBS Investment Bank
10 February 2020

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IMPORTANT INFORMATION
Each of Piraeus PLC and Piraeus Bank (the "Responsible Persons") accepts responsibility for
the information contained in this Offering Circular and the Final Terms for each Tranche of
Notes issued under the Programme. To the best of the knowledge and belief of the
Responsible Persons (each having taken all reasonable care to ensure that such is the case),
the information contained in this Offering Circular is in accordance with the facts and does not
omit anything likely to affect the import of such information.
This Offering Circular is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below). This
Offering Circular shall be read and construed on the basis that such documents are
incorporated into and form part of this Offering Circular.
Other than in relation to the documents which are deemed to be incorporated by reference
(see "Documents Incorporated by Reference"), the information on the websites to which this
Offering Circular refers does not form part of this Offering Circular and has not been
scrutinised or approved by the CSSF.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the
information contained in this Offering Circular or any other information provided by Piraeus
PLC and/or Piraeus Bank in connection with the Programme or any Notes or their distribution.
No person is or has been authorised by Piraeus PLC and/or Piraeus Bank to give any
information or to make any representation not contained in or not consistent with this Offering
Circular or any other information provided in connection with the Programme or any Notes
and, if given or made, such information or representation must not be relied upon as having
been authorised by Piraeus PLC and/or Piraeus Bank or any Dealer.
Neither this Offering Circular nor any other information supplied in connection with the
Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation
or (ii) should be considered as a recommendation or as constituting an invitation or offer by
Piraeus PLC and/or Piraeus Bank or any Dealer that any recipient of this Offering Circular or
any other information supplied in connection with the Programme or any Notes should
purchase any Notes. Each investor contemplating purchasing Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the relevant Issuer and Piraeus Bank in the case of Notes issued by
Piraeus PLC. Neither this Offering Circular nor any other information supplied in connection
with the Programme or any Notes constitutes an offer or invitation by or on behalf of Piraeus
PLC and/or Piraeus Bank or any Dealer to any person to subscribe for or to purchase any
Notes.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall
in any circumstances imply that the information contained herein concerning Piraeus PLC
and/or Piraeus Bank is correct at any time subsequent to the date hereof or that any other
information supplied in connection with the Programme is correct as of any time subsequent
to the date indicated in the document containing the same. The Dealers expressly do not
undertake to review the financial condition or affairs of Piraeus PLC and/or Piraeus Bank
during the life of the Programme or to advise any investor in Notes issued under the
Programme of any information coming to their attention.
Investments in the Notes do not benefit from any protection provided pursuant to Directive
2014/49/EU of the European Parliament and of the Council on deposit guarantee schemes or
any national implementing measures implementing this Directive in any jurisdiction.
Therefore, if the relevant Issuer or (if applicable) the Guarantor becomes insolvent or defaults

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on its obligations, investors investing in the Notes in a worst case scenario could lose their
entire investment.
IMPORTANT PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS If the Final
Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA and UK
Retail Investors", the Notes are not intended 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 EEA or
in the United Kingdom (the "UK"). 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 MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II. Consequently no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA or in the UK has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.An investment
in the Notes is not an equivalent to an investment in a bank deposit. Although an investment in
the Notes may give rise to higher yields than a bank deposit placed with the Bank or with any
other investment firm in the Group (as defined below), an investment in the Notes carries risks
which are very different from the risk profile of such a deposit. The Notes are expected to have
greater liquidity than a bank deposit since bank deposits are generally not transferable.
However, the Notes may have no established trading market when issued, and one may never
develop.
BENCHMARKS - Amounts payable under the Notes may be calculated by reference to one or
more "benchmarks" for the purposes of Regulation (EU) No. 2016/1011 of the European
Parliament and of the Council of 8 June 2016 (the "Benchmarks Regulation"). In this case, a
statement will be included in the applicable Final Terms as to whether or not the relevant
administrator of the "benchmark" is included in ESMA's register of administrators under
Article 36 of the Benchmarks Regulation. The registration status of any administrator under
the Benchmarks Regulation is a matter of public record and, save where required by
applicable law, the Issuer does not intend to update the applicable Final Terms to reflect any
change in the registration status of the administrator.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT (CHAPTER 289) OF SINGAPORE - The Final Terms in respect of any Notes in
respect of any Notes may include a legend entitled "Singapore SFA Product Classification"
which will state the product classification of the Notes pursuant to section 309B(1) of the
Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to
time (the "SFA").
The relevant Issuer will make a determination in relation to each issue under the Programme of
the classification of the Notes being offered for purposes of section 309B(1)(a). Any such
legend included on the relevant Final Terms will constitute notice to each of the "relevant
persons" for purposes of section 309B(1)(c) of the SFA.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Notes will include a legend entitled "MiFID II product governance" which will outline the target
market assessment in respect of the Notes and which channels for distribution of the Notes
are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.

3

STABILISATION - A DETERMINATION WILL BE MADE IN RELATION TO EACH ISSUE ABOUT
WHETHER, FOR THE PURPOSE OF THE MIFID PRODUCT GOVERNANCE RULES UNDER EU
DELEGATED DIRECTIVE 2017/593 (THE "MIFID PRODUCT GOVERNANCE RULES"), ANY
DEALER SUBSCRIBING FOR ANY NOTES IS A MANUFACTURER IN RESPECT OF SUCH
NOTES, BUT OTHERWISE NEITHER GOLDMAN SACHS INTERNATIONAL, AS ARRANGER,
NOR THE DEALERS NOR ANY OF THEIR RESPECTIVE AFFILIATES WILL BE A
MANUFACTURER FOR THE PURPOSE OF THE MIFID PRODUCT GOVERNANCE RULES.

4

IMPORTANT INFORMATION RELATING TO THE USE OF THIS OFFERING CIRCULAR
AND OFFERS OF NOTES GENERALLY
This Offering Circular does not constitute an offer to sell or the solicitation of an offer
to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the
offer or solicitation in such jurisdiction. The distribution of this Offering Circular and
the offer or sale of Notes may be restricted by law in certain jurisdictions. None of
Piraeus PLC, Piraeus Bank or any of the Dealers represents that this Offering Circular
may be lawfully distributed, or that any Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assumes any responsibility for
facilitating any such distribution or offering. In particular, unless specifically indicated
to the contrary in the applicable Final Terms, no action has been taken by Piraeus
PLC, Piraeus Bank or any of the Dealers which is intended to permit a public offering
of any Notes or distribution of this Offering Circular in any jurisdiction where action
for that purpose is required. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Offering Circular nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Offering Circular or any Notes may come must
inform themselves about, and observe, any such restrictions on the distribution of
this Offering Circular and the offering and sale of Notes. For details of certain
restrictions on the distribution of this Offering Circular and the offer or sale of Notes
in the United States, the United Kingdom, the EEA (including, for these purposes, the
United Kingdom), Singapore and Japan, see "Subscription and Sale" below.
The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") and are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons (see "Subscription and Sale").
The Notes may not be a suitable investment for all investors. Each potential investor in the
Notes must determine the suitability of that investment in light of its own circumstances. In
particular, each potential investor may wish to consider, either on its own or with the help of
its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the
Notes, the merits and risks of investing in the Notes and the information contained or
incorporated by reference in this Offering Circular or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Notes and the impact
the Notes will have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment
in the Notes, including Notes where the currency for principal or interest payments is
different from the potential investor's currency;
(iv)
understands that existing liquidity arrangements (for example, re-purchase
agreements by the relevant Issuer or, if applicable, the Guarantor) might not protect it
from having to sell the Notes at substantial discount below their principal amount, in
case of financial distress of the relevant Issuer or, if applicable, the Guarantor;

5

(v)
understands thoroughly the terms of the Notes and is familiar with the behaviour of
financial markets; and
(vi)
is able to evaluate possible scenarios for economic, interest rate and other factors
that may affect its investment and its ability to bear the applicable risks.
The investment activities of certain investors are subject to legal investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should
consult its legal advisers to determine whether and to what extent (i) Notes are legal
investments for it, (ii) Notes can be used as collateral for various types of borrowing and (iii)
other restrictions apply to its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
For the avoidance of doubt, the content of any website to which active hyperlinks have been
included in this Offering Circular does not form part of the Offering Circular.
All references in this document to "Greece" or to the "Greek State" are to the Hellenic
Republic.
All references in this document to "U.S.$" and "$" are to United States dol ars, those
to "Yen" are to Japanese Yen, those to "Sterling" and "£" are to pounds sterling and
those to "", "euro", "Euro" and "EUR" are to the single currency introduced at the
start of the third stage of European economic and monetary union pursuant to the
Treaty on the Functioning of the European Union, as amended.
Certain monetary and other amounts contained or incorporated by reference in this
Offering Circular have been subject to rounding adjustments. Accordingly, figures
shown as total sums in certain tables may not be an arithmetic aggregation of the
figures which precede them or may not compare to the corresponding figures
contained in the relevant financial statements.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
Some statements in this Offering Circular may be deemed to be forward looking statements.
Forward looking statements include statements concerning the relevant Issuer's and/or the
Guarantor's plans, objectives, goals, strategies, future operations and performance and the
assumptions underlying these forward looking statements. When used in this Offering
Circular, the words "anticipates", "estimates", "expects", "believes", "intends", "plans", "aims",
"seeks", "may", "wil ", "should" and any similar expressions generally identify forward looking
statements. The Issuers have based these forward looking statements on the current view of
their management with respect to future events and financial performance. Although each
Issuer believes that the expectations, estimates and projections reflected in its forward
looking statements are reasonable as of the date of this Offering Circular, if one or more of
the risks or uncertainties materialise, including those identified below or which any Issuer
has otherwise identified in this Offering Circular, or if any Issuer's underlying assumptions
prove to be incomplete or inaccurate, an Issuer's actual results of operation may vary from
those expected, estimated or predicted.
The risks and uncertainties referred to above include:
the relevant Issuer's and, if applicable, the Guarantor's ability to achieve and manage
the growth of its business;

6

the performance of the markets in Greece and the wider regions in which Piraeus
Bank and its subsidiaries (the "Group") operate;
the Group's ability to realise the benefits it expects from existing and future projects
and investments it is undertaking or plans to or may undertake;
the Group's ability to obtain external financing or maintain sufficient capital to fund its
existing and future investments and projects; and
changes in political, social, legal or economic conditions in the markets in which the
Group and its customers operate.
Any forward looking statements contained in this Offering Circular speak only as at the date
of this Offering Circular. Without prejudice to any requirements under applicable laws and
regulations, each Issuer expressly disclaims any obligation or undertaking to disseminate
after the date of this Offering Circular any updates or revisions to any forward looking
statements contained in it to reflect any change in expectations or any change in events,
conditions or circumstances on which any such forward looking statement is based.

7

TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME .................................................................................... 9
RISK FACTORS ................................................................................................................. 21
DOCUMENTS INCORPORATED BY REFERENCE .......................................................... 52
FORM OF THE NOTES ...................................................................................................... 56
FORM OF FINAL TERMS .................................................................................................. 59
TERMS AND CONDITIONS OF THE NOTES .................................................................... 73
USE OF PROCEEDS ....................................................................................................... 128
PIRAEUS GROUP FINANCE PLC ................................................................................... 129
PIRAEUS BANK AND THE PIRAEUS BANK GROUP .................................................... 131
ALTERNATIVE PERFORMANCE MEASURES ............................................................... 170
REGULATION AND SUPERVISION OF BANKS IN GREECE ......................................... 176
FORM OF THE DEED OF GUARANTEE ......................................................................... 199
GUARANTEE OF DEBT SECURITIES BY THE HELLENIC REPUBLIC ......................... 207
TAXATION ....................................................................................................................... 208
SUBSCRIPTION AND SALE ............................................................................................ 213
GENERAL INFORMATION .............................................................................................. 216

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the
applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made
and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.

8

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified
in its entirety by, the remainder of this Offering Circular and, in relation to the terms and
conditions of any particular Tranche of Notes, the applicable Final Terms.
This Overview constitutes a general description of the Programme for the purposes of Article 25(1)
of Commission Delegated Regulation (EU) No. 2019/980.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes"
shall have the same meanings in this Overview.
Issuers:
Piraeus Group Finance PLC
(Piraeus Group Finance PLC Legal Entity Identifier
(LEI): 5493008YJZXS2BOWAV89)

Piraeus Bank S.A., acting through its Issuing Branch
(as specified in the applicable Final Terms)
(Piraeus Bank S.A. Legal Entity Identifier (LEI):
M6AD1Y1KW32H8THQ6F76)
Any issue of Notes by Piraeus Bank under the
Programme is subject to the prior decision of the
Board of Directors of Piraeus Bank
Guarantor of Notes issued by Piraeus
Piraeus Bank S.A.
PLC:
Risk Factors:
There are certain factors that may affect the relevant
Issuer's ability to fulfil its obligations under Notes
issued under the Programme. There are also certain
factors that may affect the Guarantor's ability to fulfil
its obligations under the Guarantee. In addition, there
are certain factors which are material for the purpose
of assessing the market risks associated with Notes
issued under the Programme and risks relating to the
structure of a particular Series of Notes issued under
the Programme. Al of these are set out under "Risk
Factors".
Description of the Issuers and the
Piraeus Bank was incorporated in Greece in 1916
Guarantor:
and provides a wide variety of retail and commercial
banking services in the Greek market. Piraeus PLC is
a wholly owned subsidiary of Piraeus Bank and was
incorporated
in
England
in
2000.
Detailed
descriptions of Piraeus Bank and Piraeus PLC are
set out later in this Offering Circular.
Description of the Programme:
Euro Medium Term Note Programme

9

Arranger:
Goldman Sachs International
Dealers:
Barclays Bank Ireland PLC
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Europe AG
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Credit Suisse Securities (Europe) Limited
Deutsche Bank AG, London Branch
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities plc
Merrill Lynch International
Morgan Stanley & Co. International plc
Piraeus Bank S.A.
UBS AG London Branch
UBS Europe SE
and any other Dealers appointed from time to time

either generally in respect of the Programme or in
relation to a particular Tranche of Notes, in each
case, in accordance with the Programme Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in
respect of which particular laws, guidelines,
regulations, restrictions or reporting requirements
apply will only be issued in circumstances which
comply with such laws, guidelines, regulations,
restrictions or reporting requirements from time to
time (see "Subscription and Sale" herein).

Notes issued by Piraeus PLC having a maturity of
less than one year

Notes issued by Piraeus PLC having a maturity of
less than one year will constitute deposits for the
purposes of the prohibition on accepting deposits
contained in section 19 of the Financial Services and
Markets Act 2000 unless they are issued to a limited
class of professional investors and have a
denomination of at least £100,000 or its equivalent
(see "Subscription and Sale" herein).

Under the Prospectus Regulation, prospectuses
relating to money market instruments having a
maturity at issue of less than 12 months and
complying also with the definition of securities are not
subject to the approval provisions stated therein.

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