Obbligazione Piraeus Financial 0% ( XS0261785504 ) in EUR

Emittente Piraeus Financial
Prezzo di mercato 100 EUR  ▲ 
Paese  Grecia
Codice isin  XS0261785504 ( in EUR )
Tasso d'interesse 0%
Scadenza 20/07/2016 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione PIRAEUS BANK XS0261785504 in EUR 0%, scaduta


Importo minimo 50 000 EUR
Importo totale 400 000 000 EUR
Descrizione dettagliata Piraeus Bank č una delle pił grandi banche in Grecia, operante nel settore retail, corporate e investment banking.

The Obbligazione issued by Piraeus Financial ( Greece ) , in EUR, with the ISIN code XS0261785504, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 20/07/2016







OFFERING CIRCULAR
PIRAEUS GROUP FINANCE PLC
(incorporated with limited liability in England and Wales)
as Issuer
and
PIRAEUS BANK S.A.
(incorporated with limited liability in the Hellenic Republic)
as Issuer and Guarantor
i2,000,000,000 Euro Medium Term Note Programme
Under this e2,000,000,000 Euro Medium Term Note Programme (the ``Programme''), each of Piraeus Group Finance PLC (``Piraeus
PLC'') and Piraeus Bank S.A. (``Piraeus Bank'' 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) may from time to time issue notes (the
``Notes'') denominated in any currency agreed with the relevant Dealer (as de¢ned below). Notes may be issued as
unsubordinated obligations or dated subordinated obligations of the relevant Issuer.
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 speci¢ed in the applicable Pricing Supplement.
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed e2,000,000,000 (or its
equivalent in other currencies calculated as described herein), subject to increase as described herein.
The Notes may be issued on a continuous basis to one or more of the Dealers speci¢ed herein and any additional Dealer appointed
under the Programme from time to time, which appointment may be for a speci¢c 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.
Application has been made to list Notes issued under the Programme on the Luxembourg Stock Exchange during the period of
twelve months from the date hereof. Details of the aggregate nominal amount of Notes, interest (if any) payable in respect of
Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as
de¢ned herein) of Notes will be set forth in a pricing supplement (the ``Pricing Supplement'') which, with respect to Notes to be
listed on the Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of
the Notes of such Tranche.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the
relevant Issuer and the relevant Dealer. The relevant Issuer may also issue unlisted Notes.
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 speci¢ed in the applicable Pricing Supplement) 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 S.A./N.V., as operator of the Euroclear System (``Euroclear'') and Clearstream Banking, socie¤te¤ anonyme
(``Clearstream, Luxembourg''), and/or any other agreed clearance system and which will be exchangeable, as speci¢ed in the
applicable Pricing Supplement, for either a permanent global Note or Notes in de¢nitive form, in each case upon certi¢cation as to
non-U.S. bene¢cial ownership as required by U.S. Treasury regulations. The applicable Pricing Supplement will specify that a
permanent global Note either (i) is exchangeable (in whole but not in part) for de¢nitive Notes upon not less than 60 days' notice
or (ii) is only exchangeable (in whole but not in part) for de¢nitive Notes following the occurrence of an Exchange Event (as de¢ned
on page 12) all as further described in ``Form of the Notes'' and ``Form of Pricing Supplement'' below.
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 (in the case of Notes intended to be listed on the Luxembourg Stock Exchange) a supplementary offering
circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
Arranger
Deutsche Bank
Dealers
ABN AMRO
Banc of America Securities Limited
Credit Suisse First Boston
Deutsche Bank
Morgan Stanley
Natexis Banques Populaires
Nomura International
Piraeus Bank S.A.
UBS Investment Bank
9th June, 2004


Each of Piraeus PLC and Piraeus Bank, having made all reasonable enquiries, con¢rms that this
Offering Circular, including any document deemed to be incorporated herein by reference as
provided under ``Documents Incorporated by Reference'' below, contains all information which
is material in the context of the issuance and offering of Notes, that the information contained
or incorporated in this Offering Circular is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed in this Offering Circular are honestly
held, that there are no other facts the omission of which would make any of such information
or the expression of any such opinions or intentions misleading and that each of Piraeus PLC
and Piraeus Bank accepts responsibility accordingly.
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.
The Dealers have not separately veri¢ed the information contained herein. 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 ¢nancial 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 ¢nancial condition or affairs of Piraeus PLC and/or Piraeus Bank
during the life of the Programme. Investors should review inter alia the most recent published
¢nancial statements and, if published later, the most recently published interim ¢nancial
statements (if any) of the relevant Issuer and, where Piraeus PLC is the relevant Issuer,
Piraeus Bank, when deciding whether or not to purchase any Notes.
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
and the Dealers represents that this document 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, no action has been
taken by Piraeus PLC, Piraeus Bank or any of the Dealers which would permit a public offering
of any Notes or distribution of this document 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
2


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, Germany, Japan, Republic of France, the United Kingdom and Greece see
``Subscription and Sale'' below.
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 dollars, those to ``Yen''
are to Japanese Yen, those to ``Sterling'' and ``»'' are to pounds sterling and those to ``i'',
``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 establishing the European
Communities, as amended.
TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
GENERAL DESCRIPTION OF THE PROGRAMME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES . . . . . .
6
FORM OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
FORM OF PRICING SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
PIRAEUS GROUP FINANCE PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
PIRAEUS BANK S.A. AND THE PIRAEUS BANK GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
THE BANKING SECTOR IN GREECE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
SELECTED CONSOLIDATED FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . .
69
FORM OF THE DEED OF GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any)
disclosed as the stabilising manager in the applicable Pricing Supplement, or any person
acting for him, may over-allot or effect transactions with a view to supporting the market
price of the Notes of the Series (as de¢ned below) of which such Tranche forms part at a level
higher than that which might otherwise prevail for a limited period after the issue date.
However, there may be no obligation on the stabilising manager or any agent of his to do
this. Such stabilising, if commenced, may be discontinued at any time and must be brought to
an end after a limited period.
3


DOCUMENTS INCORPORATED BY REFERENCE
The following documents (published or issued from time to time) after the date hereof shall be
deemed to be incorporated in, and to form part of, this Offering Circular :
(a)
the most recently published Greek GAAP annual ¢nancial statements and, if published later,
interim ¢nancial statements (if any) of each of Piraeus PLC and Piraeus Bank from time to time ;
and
(b)
all supplements (or amendments) to this Offering Circular circulated by Piraeus PLC and/or
Piraeus Bank from time to time,
save that any statement contained herein or in a document which is deemed to be incorporated by
reference herein shall be deemed to be modi¢ed or superseded for the purpose of this Offering
Circular to the extent that a statement contained in any such subsequent document which is
deemed to be incorporated by reference herein modi¢es or supersedes such earlier statement
(whether expressly, by implication or otherwise). Any statement so modi¢ed or superseded shall not
be deemed, except as so modi¢ed or superseded, to constitute a part of this Offering Circular.
The Issuers will make available, without charge, a copy of any or all of the documents deemed to be
incorporated herein by reference unless such documents have been modi¢ed or superseded as
speci¢ed above. Requests for such documents should be directed to either Issuer at its registered
of¢ce set out at the end of this Offering Circular. In addition, copies of such documents will be
available, without charge, from Deutsche Bank S.A. Luxembourg in its capacity as listing agent (the
``Luxembourg Listing Agent'') for Notes listed on the Luxembourg Stock Exchange.
Each of Piraeus Bank and Piraeus PLC has undertaken, in connection with the listing of Notes on the
Luxembourg Stock Exchange, so long as any Note remains outstanding and listed on such exchange,
in the event of any material adverse change in the ¢nancial condition of either of Piraeus Bank or
Piraeus PLC which is not re£ected in this Offering Circular, to prepare a supplement to this Offering
Circular or publish a new Offering Circular for use in connection with any subsequent issue of Notes to
be listed on the Luxembourg Stock Exchange.
If the terms of the Programme are modi¢ed or amended in a manner which would make this Offering
Circular, as so modi¢ed or amended, inaccurate or misleading, a new Offering Circular will be
prepared.
4


GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, each Issuer may from time to time issue Notes denominated in any currency
subject as set out herein*. A summary of the terms and conditions of the Programme and the Notes
appears below. The applicable terms of any Notes will be agreed between the relevant Issuer, and in
respect of Notes issued by Piraeus PLC, Piraeus Bank, and the relevant Dealer prior to the issue of the
Notes and will be set out in the Terms and Conditions of the Notes endorsed on, or incorporated by
reference into, the Notes, as modi¢ed and supplemented by the applicable Pricing Supplement
attached to, or endorsed on, such Notes, as more fully described under ``Form of the Notes and the
Pricing Supplement'' below.
This Offering Circular and any supplement will only be valid for listing Notes on the Luxembourg Stock
Exchange in an aggregate nominal amount which, when added to the aggregate nominal amount then
outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed
e2,000,000,000 or its equivalent in other currencies. For the purpose of calculating the Euro equivalent
of the aggregate nominal amount of Notes issued under the Programme from time to time :
(a)
the Euro equivalent of Notes denominated in another Speci¢ed Currency (as speci¢ed in the
applicable Pricing Supplement in relation to the relevant Notes) shall be determined, at the
discretion of the relevant Issuer, either as of the date on which agreement is reached for the
issue of Notes or on the preceding day on which commercial banks and foreign exchange
markets are open for business in London, in each case on the basis of the spot rate for the sale
of the Euro against the purchase of such Speci¢ed Currency in the London foreign exchange
market quoted by any leading international bank selected by the relevant Issuer on the relevant
day of calculation ;
(b)
the Euro equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes (each as
speci¢ed in the applicable Pricing Supplement in relation to the relevant Notes) shall be
calculated in the manner speci¢ed above by reference to the original nominal amount on issue
of such Notes (in the case of Partly Paid Notes, regardless of the subscription price paid) ; and
(c)
the Euro equivalent of Zero Coupon Notes (as speci¢ed in the applicable Pricing Supplement in
relation to the relevant Notes) and other Notes issued at a discount or premium shall be
calculated in the manner speci¢ed above by reference to the net proceeds received by the
relevant Issuer for the relevant issue.
*The issuance of Notes by Piraeus Bank S.A. is subject to the prior decision of the Board of Directors of Piraeus Bank S.A.
5


SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES
The following summary does not purport to be complete and is taken from, and is quali¢ed 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 Pricing Supplement. Words and expressions de¢ned in
``Form of the Notes and the Pricing Supplement'' and ``Terms and Conditions of the Notes'' below
shall have the same meanings in this summary.
Issuers :
Piraeus Group Finance PLC
Piraeus Bank S.A., acting through its Issuing Branch (as speci¢ed in
the applicable Pricing Supplement)
The issuance of Notes by Piraeus Bank S.A. is subject to the prior
resolution of the Board of Directors of Piraeus Bank S.A.
Guarantor :
Piraeus Bank S.A.
Description :
Euro Medium Term Note Programme (the ``Programme'')
Arranger :
Deutsche Bank AG London
Dealers :
ABN AMRO Bank N.V.
Banc of America Securities Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
Morgan Stanley & Co. International Limited
Natexis Banques Populaires
Nomura International plc
Piraeus Bank S.A. (only in respect of issues of Notes by Piraeus
Group Finance PLC)
UBS Limited
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).
Issues of Notes by Piraeus PLC denominated in Sterling shall
comply with all applicable laws and regulations (as amended from
time to time) of the United Kingdom authorities.
Issuing and Principal Paying
Deutsche Bank AG London
Agent :
Luxembourg Listing Agent :
Deutsche Bank Luxembourg S.A.
Amount :
Up to e2,000,000,000 (or its equivalent in other currencies
calculated as described herein) outstanding at any time. The
Issuers
may
increase
the
amount
of
the
Programme
in
accordance with the terms of the Programme Agreement and in
that
regard
a
supplement
to
this
Offering
Circular
or
a
replacement for this Offering Circular will be prepared.
Distribution :
Subject to applicable selling restrictions, Notes may be distributed
by way of private or public placement and in each case on a
syndicated or non-syndicated basis.
Currencies :
Subject to any applicable legal or regulatory or central bank
requirements, such currencies as may be agreed between the
6


relevant Issuer and the relevant Dealer including, without limitation,
Australian dollars, Canadian dollars, Danish kroner, euro, Hong
Kong dollars, Japanese Yen, New Zealand dollars, Norwegian
kroner, Sterling, Swedish kronor, Swiss francs and United States
dollars (as indicated in the applicable Pricing Supplement).
Redenomination, Exchange
The applicable Pricing Supplement may provide that certain Notes
or Consolidation :
may be redenominated in euro or exchanged or consolidated. The
relevant
provisions
applicable
to
any
such
redenomination,
exchange or consolidation are contained in Condition 7.
Maturities :
Such maturities as may be agreed between the relevant Issuer and
the relevant Dealer and as indicated in the applicable Pricing
Supplement, subject to such minimum or maximum maturities as
may be allowed or required from time to time by the relevant
central bank (or equivalent body) or any laws or regulations
applicable
to
the
relevant
Issuer
and/or
the
Guarantor,
if
applicable, or the relevant Speci¢ed Currency.
If the Notes have a maturity of less than one year from the Issue
Date and either (a) the issue proceeds are received by the Issuer in
the United Kingdom or (b) the activity of issuing the Notes is
carried on from an establishment maintained by the Issuer in the
United Kingdom (i) the Notes must have a minimum redemption
value of »100,000 or its equivalent in other currencies and be sold
only to ``professional investors'' (ii) or another applicable exemption
from section 19 of the FSMA must be available.
Dated Subordinated Notes must have a maturity date falling at
least ¢ve years after the Issue Date of such Dated Subordinated
Notes.
Issue Price :
Notes may be issued on a fully-paid or a partly-paid basis and at an
issue price which is at par or at a discount to, or premium over, par.
Dated Subordinated Notes must be issued on a fully paid-up basis.
Form of Notes :
Notes to be issued under the Programme will be either (i) senior
Notes (``Senior Notes'') or (ii) dated subordinated Notes (``Dated
Subordinated Notes'') as indicated in the applicable Pricing
Supplement. The Notes will be in bearer form. Each Tranche of
Notes will (unless otherwise speci¢ed in the applicable Pricing
Supplement) be initially issued in the form of a temporary global
Note or, if speci¢ed in the applicable Pricing Supplement, a
permanent Global Note, which in either case which will be
deposited on the relevant Issue Date with a common depositary
for Euroclear and Clearstream, Luxembourg and/or any other
agreed clearance system as speci¢ed in the applicable Pricing
Supplement. Interests in each temporary global Note will be
exchangeable, upon request as described therein, for either
interests in a permanent global Note or de¢nitive Notes (as
indicated in the applicable Pricing Supplement and subject, in the
case of de¢nitive Notes, to such notice period as is speci¢ed in
the applicable Pricing Supplement) in either case not earlier than
40 days after the Issue Date upon certi¢cation of non-U.S.
bene¢cial ownership as required by U.S. Treasury regulations. The
applicable Pricing Supplement will specify that a permanent global
Note either (i) is exchangeable (in whole but not in part) for
de¢nitive Notes upon not less than 60 days' notice or (ii) is only
exchangeable (in whole but not in part) for de¢nitive Notes upon
the occurrence of an Exchange Event, as described in ``Form of
the Notes'' below. Any interest in a global Note will be
transferable only in accordance with the rules and procedures for
7


the time being of Euroclear, Clearstream, Luxembourg and/or any
other agreed clearance system, as appropriate.
Fixed Rate Notes :
Fixed interest will be payable on such date or dates as may be
agreed between the relevant Issuer and the relevant Dealer (as
indicated in the applicable Pricing Supplement) and on redemption
and will be calculated on the basis of such Day Count Fraction as
may be agreed between the relevant Issuer and the relevant
Dealer.
Floating Rate Notes :
Floating Rate Notes will bear interest at a rate determined by
reference to one of the following :
(i)
on the same basis as the £oating rate under a notional
interest-rate swap transaction in the relevant Speci¢ed
Currency governed by an agreement incorporating the 2000
ISDA De¢nitions (as published by the International Swaps
and Derivatives Association, Inc., and as amended and
updated as at the Issue Date of the ¢rst Tranche of the
Notes of the relevant Series) ; or
(ii)
on the basis of a reference rate appearing on the agreed
screen page of a commercial quotation service ; or
(iii)
on such other basis as may be agreed between the relevant
Issuer and the relevant Dealer,
in each case, as indicated in the applicable Pricing Supplement.
The Margin (if any) relating to such Floating Rate Notes will be
agreed between the relevant Issuer and the relevant Dealer for
each Series of Floating Rate Notes.
Index Linked Notes :
Each Issuer may offer Notes which provide for payments of
principal, premium or interest which are linked to a currency or
commodity index, securities exchange or commodities exchange
index or other index or formula as agreed between the relevant
Issuer and the relevant Dealer.
Payments of principal in respect of Index Linked Redemption
Amount Notes or of interest in respect of Index Linked Interest
Notes will be calculated by reference to such index and/or formula
or to changes in the prices of securities or commodities or to such
other factors as the relevant Issuer and the relevant Dealer may
agree (as indicated in the applicable Pricing Supplement).
Other provisions in relation
Floating Rate Notes and Index Linked Interest Notes may also have
to Floating Rate Notes and
a maximum interest rate, a minimum interest rate, or both (as
Index Linked Interest Notes :
indicated in the applicable Pricing Supplement).
Interest on Floating Rate Notes and Index Linked Interest Notes in
respect of each Interest Period, as selected prior to issue by the
relevant Issuer and the relevant Dealer, will be payable on such
Interest Payment Dates speci¢ed in, or determined pursuant to,
the applicable Pricing Supplement and will be calculated on the
basis of the relevant Day Count Fraction as may be agreed
between the relevant Issuer and the relevant Dealer.
Interest Periods for Floating
Such period(s) as the relevant Issuer and the relevant Dealer may
Rate Notes :
agree (as indicated in the applicable Pricing Supplement).
Dual Currency Notes :
Payments (whether in respect of principal or interest and whether
at maturity or otherwise) in respect of Dual Currency Notes will be
made in such currencies, and based on such rates of exchange, as
the relevant Issuer and the relevant Dealer may agree (as indicated
in the applicable Pricing Supplement).
8


Zero Coupon Notes :
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest other than in the case
of late payment.
Change of Interest Basis
Notes may be converted from one interest basis to another if so
Notes :
provided in the applicable Pricing Supplement.
Redemption :
The Pricing Supplement relating to each Tranche of Notes will
indicate either that Notes of such Tranche cannot be redeemed
prior to their stated maturity (other than in speci¢ed instalments
(see below) or for taxation reasons (subject, in the case of Dated
Subordinated Notes only, to having obtained the prior approval of
the Bank of Greece, if then required) or following an Event of
Default) or that such Notes will be redeemable prior to their
stated maturity at the option of the relevant Issuer (subject, in the
case of Dated Subordinated Notes only, to having obtained the
prior approval of the Bank of Greece, if then required) and/or the
Noteholders upon giving notice to the Noteholders or the relevant
Issuer, as the case may be, on a date or dates speci¢ed prior to
such stated maturity and at a price or prices and on such terms as
may be agreed between the relevant Issuer and the relevant
Dealer.
Prior to their stated maturity, Dated Subordinated Notes may be
redeemed only at the option of the Issuer with the prior approval
of the Bank of Greece.
The applicable Pricing Supplement may provide that such Notes
may be redeemable in two or more instalments of such amounts
and on such dates as are indicated in the applicable Pricing
Supplement.
Denomination of Notes :
Such denominations as may be agreed between the relevant
Issuer and the relevant Dealer and as indicated in the applicable
Pricing Supplement save that the minimum denomination of each
Note will be such as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any laws
or regulations applicable to the relevant Speci¢ed Currency.
Taxation :
All payments in respect of the Notes issued by Piraeus Bank will
be
made
without
deduction
for
or
on
account
of
Greek
withholding taxes (or, in the case of Notes issued by Piraeus Bank
through a branch situate in a jurisdiction other than the Hellenic
Republic, withholding taxes imposed by the jurisdiction where
such branch is situate) and all payments in respect of Notes
issued by Piraeus PLC will be made without deduction for or
on account of UK withholding taxes, subject as provided in
Condition 10.
Negative Pledge :
The Senior Notes will contain a negative pledge provision as further
described in Condition 4.
There will be no negative pledge provision relating to Dated
Subordinated Notes.
Cross Default :
The Senior Notes will contain a cross default provision as further
described in Condition 11(a).
The Dated Subordinated Notes will not contain a cross default
provision.
Status of the Senior Notes :
The
Senior
Notes
will
constitute
direct,
unconditional,
unsubordinated and (subject to the provisions of Condition 4)
unsecured obligations of the relevant Issuer and will rank pari
passu without any preference among themselves and at least pari
9


passu with all other present and future unsecured (subject as
aforesaid) and unsubordinated obligations of such Issuer (other
than those preferred by mandatory provisions of law).
Status of the Dated
The Dated Subordinated Notes will be direct, unsecured and
Subordinated Notes :
subordinated obligations of the relevant Issuer and will rank at all
times pari passu among themselves.
Status of Deed of Guarantee :
Notes issued by Piraeus PLC will be unconditionally and irrevocably
guaranteed by Piraeus Bank (pursuant to a Deed of Guarantee
dated
9th
June,
2004
(the
``Deed
of
Guarantee''))
on
a
subordinated or an unsubordinated basis, as speci¢ed in the
relevant Pricing Supplement.
Listing :
Application has been made to the Luxembourg Stock Exchange for
the listing of Notes issued under the Programme. Notes may also
be listed on such other or further stock exchange(s) as may be
agreed between the relevant Issuer and the relevant Dealer in
relation to each Series.
Unlisted Notes may also be issued.
The Pricing Supplement relating to each issue will state whether or
not and, if so, on which stock exchange(s) the Notes are to be
listed.
Governing Law :
The Notes and the Deed of Guarantee (other than Condition 3(a)
when Dated Subordinated Notes are issued by Piraeus Bank and
Condition 3(b) and clause 5.8 of the Deed of Guarantee when
Dated Subordinated Notes are issued by Piraeus PLC) will be
governed by and construed in accordance with, English law.
Condition 3(a) when Dated Subordinated Notes are issued by
Piraeus Bank and Condition 3(b) and clause 5.8 of the Deed of
Guarantee when Dated Subordinated Notes are issued by Piraeus
PLC (relating to subordination) will be governed by, and construed
in accordance with, Greek law. Should law 3156/2003 of the
Hellenic Republic (the ``Bond Law'') apply in the case of issue of
Notes by Piraeus Bank (the ``Piraeus Bank Notes''), Piraeus Bank
shall, if required to do so under the Bond Law, whether the
holders of Piraeus Bank Notes (the ``Piraeus Bank Noteholders'')
are organised in a group or otherwise, appoint an agent (the
``Piraeus
Bank
Noteholders
Agent'')
by
way
of
a
written
agreement (the ``Piraeus Bank Noteholders Agency Agreement'').
The Piraeus Bank Noteholders Agent shall represent the Piraeus
Bank Noteholders judicially and extra-judicially in accordance with
the provisions of the Bond Law. The Piraeus Bank Noteholders
Agency Agreement shall include, among others, provisions for
convening meetings of the Piraeus Bank Noteholders to consider,
inter alia, any matter affecting their interests, as may be required
under the Bond Law. The particular duties, rights and liabilities of
the Piraeus Bank Noteholders Agent and any amendments to the
Conditions
and
this
Offering
Circular,
inherent
to
(i)
the
appointment of the Piraeus Bank Noteholders Agent, and (ii) the
entering into the Piraeus Bank Noteholders Agency Agreement
shall be included in the relevant Pricing Supplement and/or, if
necessary, any supplement to this Offering Circular which will be
prepared for the issue of Piraeus Bank Notes.
Selling Restrictions :
There are restrictions on the offer, sale and transfer of the Notes in
the United States, Germany, Japan, Republic of France, the United
Kingdom and Greece and such other restrictions as may be
required in connection with the offering and sale of a particular
Tranche of Notes. See ``Subscription and Sale'' below.
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Document Outline