Obligation AlphaBanque S.A 4.502% ( XS1733290750 ) en EUR

AlphaBanque S.A

100 % ⇌

Grece

XS1733290750 ( en EUR )

4.502% par an ( paiement annuel )

25/01/2025 - Obligation échue

Prospectus brochure de l'obligation Alpha Bank S.A XS1733290750 en EUR 4.502%, échue

100 000 EUR

1 000 000 000 EUR

Alpha Bank S.A. est une grande banque grecque offrant une gamme complète de services bancaires aux particuliers, aux entreprises et aux institutions, opérant tant en Grèce qu'à l'international.

L'Obligation émise par AlphaBanque S.A ( Grece ) , en EUR, avec le code ISIN XS1733290750, paye un coupon de 4.502% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/01/2025

BASE PROSPECTUS

ALPHA BANK A.E.
(incorporated with limited liability in the Hellenic Republic)
8 billion Direct Issuance Global Covered Bond Programme II
Under this 8 billion direct issuance global covered bond programme II (the Programme), Alpha Bank A.E. (the Issuer) may from time to time issue
bonds (the Covered Bonds) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). Covered Bonds
may be issued in bearer or registered form.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 on prospectuses for securities (the Prospectus Act 2005) to approve this document as a base prospectus (the
Base Prospectus). The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base
Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the
Luxembourg Stock Exchange for Covered Bonds issued under the Programme 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. This document comprises a base prospectus for the
purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such
amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive) but is not a base
prospectus for the purposes of Section 12(a)(2) or any other provision of or rule under the Securities Act.
References in this Base Prospectus to Covered Bonds being listed and all related references shall mean that such Covered Bonds have been admitted
to trading on the Luxembourg Stock Exchange's regulated market and are intended to be listed on the Official List of the Luxembourg Stock
Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial
Instruments Directive (Directive 2004/39/EC).
The Programme also permits Covered Bonds to be issued on the basis that they will be admitted to listing, trading and/or quotation by any competent
authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities,
stock exchanges and/or quotation systems as may be agreed between the Issuer, the Trustee (as defined below), the Arranger (as defined below) and
the relevant Dealer(s). The Issuer may also issue unlisted Covered Bonds and/or Covered Bonds not admitted to trading on any regulated or
unregulated market.
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed 8 billion (or its
equivalent in other currencies calculated as described in the Programme Agreement), subject to increase as described herein. The payment of all
amounts due in respect of the Covered Bonds will constitute direct and unconditional obligations of the Issuer, in addition to having recourse to assets
comprising the cover pool (the Cover Pool).
The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme" and
any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an on-going basis (each
a Dealer and together the Dealers). References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Covered Bonds being
(or intended to be) subscribed by more than one Dealer, be to the lead manager of such issue and, in relation to an issue of Covered Bonds subscribed
by one Dealer, be to such Dealer.
Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds
and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Covered Bonds") of Covered
Bonds will be set out in a final terms document (the Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to Covered
Bonds to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Issuer has been rated Caa3 (long-term) and NP (short-term) by Moody's Investors Cyprus Limited, CCC+ (long-term) and C (short-term) by
Standard and Poor's Credit Market Services Italy, Srl (S&P) and RD for both in the long and short-term rating by Fitch Ratings Limited. The
Programme is expected to be rated B3 by Moody's Investors Service Limited (Moody's). Each of Moody's, S&P and Fitch is established in the
European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such each of Moody's, S&P
and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Covered Bonds issued under the
Programme may be rated by Moody's or unrated. Where a Tranche of Covered Bonds is rated, such rating will be disclosed in the Final Terms and
will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A security rating is not a recommendation to
buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Investing in Covered Bonds issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the
Issuer to fulfil its obligations in respect of the Covered Bonds are discussed under "Risk Factors" below. Please review and consider the risk
factors beginning on page 35 of this Base Prospectus carefully before you purchase any Covered Bonds.
Arranger
Alpha Bank A.E.
Dealer
Alpha Bank A.E.
(or to be selected from time to time in accordance with the terms of the Programme Agreement)
The date of this Base Prospectus is 29 November 2017

The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms
for each Tranche of Covered Bonds issued under the Programme and declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the
best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
Copies of each Final Terms (in the case of Covered Bonds to be admitted to the Luxembourg Stock
Exchange) will be available from the registered office of the Issuer and from the specified office of the
Paying Agents for the time being in London or, in Luxembourg, at the office of the Luxembourg Listing
Agent.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see the section entitled "Documents Incorporated by Reference" below). This Base
Prospectus shall be read and construed on the basis that such documents are so incorporated and form part of
this Base Prospectus.
Each Series (as defined herein) of Covered Bonds may be issued without the prior consent of the holders of
any outstanding Covered Bonds (the Covered Bondholders) subject to the terms and conditions set out
herein under "Terms and Conditions of the Covered Bonds" (the Conditions) as completed by the Final
Terms. This Base Prospectus must be read and construed together with any supplements hereto and with any
information incorporated by reference herein and, in relation to any Series of Covered Bonds which is the
subject of Final Terms, must be read and construed together with the relevant Final Terms. All Covered
Bonds will rank pari passu and pro rata without any preference or priority among themselves, irrespective
of their Series, except for the timing of repayment of principal and the timing and amount of interest
payable.
The Issuer confirmed to the Dealers named under "General Description of the Programme" below that this
Base Prospectus contains all information which is (in the context of the Programme, the issue, offering and
sale of the Covered Bonds) material; that such information is true and accurate in all material respects and is
not misleading in any material respect; that any opinions, predictions or intentions expressed herein are
honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit
to state any material fact necessary to make such information, opinions, predictions or intentions (in the
context of the Programme, the issue and the offering and sale of the Covered Bonds) not misleading in any
material respect; and that all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer or such other information as is in the public domain and, if given or made,
such information or representation should not be relied upon as having been authorised by the Issuer or any
Dealer.
Neither the Arranger, the Dealers, the Trustee, the Agents, the Account Bank (each as defined herein) nor
any of their respective affiliates have authorised the whole or any part of this Base Prospectus and none of
them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness
of the information contained in this Base Prospectus. Neither the delivery of this Base Prospectus or any
Final Terms nor the offering, sale or delivery of any Covered Bond shall, in any circumstances, create any
implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the
date upon which this Base Prospectus has been most recently supplemented or that there has been no adverse
change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading
position of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been
most recently supplemented, or that any other information supplied in connection with the Programme is
correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.

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The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Covered Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuer, and each of the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of Covered Bonds and on the distribution of this Base Prospectus or any Final Terms and
other offering material relating to the Covered Bonds, see "Subscription and Sale". In particular, Covered
Bonds 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, Covered
Bonds may not be offered, sold or delivered within the United States or to U.S. persons. Covered Bonds
may be offered and sold outside the United States in reliance on Regulation S under the Securities Act
(Regulation S).
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Covered Bonds
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Covered Bonds, from 1 January
2018 are not intended to be offered, sold or otherwise made available to and, with effect from such date,
should not be offered, sold or otherwise made available to any retail investor in the European Economic
Area (EEA) . 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 Directive 2014/65/EU (MiFID II); (ii) a customer within the
meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive
2003/71/EC (as amended, the Prospectus Directive). Consequently no key information document required
by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Covered Bonds or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Covered Bonds and should not be considered as a recommendation by the Issuer, the Arranger,
the Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for
or purchase any Covered Bonds. Each recipient of this Base Prospectus or any Final Terms shall be taken to
have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
The maximum aggregate principal amount of Covered Bonds outstanding at any one time under the
Programme will not exceed 8 billion (and for this purpose, the principal amount outstanding of any
Covered Bonds denominated in another currency shall be converted into euro at the date of the agreement to
issue such Covered Bonds (calculated in accordance with the provisions of the Programme Agreement)).
The maximum aggregate principal amount of Covered Bonds which may be outstanding at any one time
under the Programme may be increased from time to time, subject to compliance with the relevant provisions
of the Programme Agreement (as defined under "Subscription and Sale").
In this Base Prospectus, unless otherwise specified, references to a Member State are references to a
Member State of the European Economic Area, references to , EUR or euro are to the currency introduced
at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing
the European Community as amended.
In this Base Prospectus, all references to Greece or to the Greek State are to the Hellenic Republic.
This Base Prospectus has been prepared on the basis that any offer of Covered Bonds in any Member State
of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant
Member State) must be made pursuant to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for offers of Covered Bonds.
Accordingly any person making or intending to make an offer to the public of Covered Bonds in that
Relevant Member State, may only do so in circumstances in which no obligation arises for the Issuer, the
Arranger or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or

3

supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such
offer to the public. Neither the Issuer, the Arranger nor any Dealer has authorised, nor do they authorise, the
making of any offer of Covered Bonds in circumstances in which an obligation arises for the Issuer, the
Arranger or any Dealer to publish or supplement a prospectus for such offer to the public.
In connection with the issue of any Series of Covered Bonds, 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 Covered Bonds or effect transactions with a view to supporting
the market price of the Covered Bonds 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 Series of Covered
Bonds 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 Covered Bonds and 60 days after the date of the
allotment of the relevant Tranche of Covered Bonds. Any stabilisation 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.

4

TABLE OF CONTENTS
Page
General Description of the Programme .............................................................................................................. 6
Risk Factors ...................................................................................................................................................... 35
Documents Incorporated by Reference ............................................................................................................ 84
Terms and Conditions of the Covered Bonds ................................................................................................... 88
Forms of the Covered Bonds .......................................................................................................................... 129
Applicable Final Terms .................................................................................................................................. 133
Insolvency of the Issuer .................................................................................................................................. 144
Use of Proceeds .............................................................................................................................................. 145
Summary of the Greek Covered Bond Legislation ........................................................................................ 146
The Issuer and the Group ............................................................................................................................... 149
Business of the Group .................................................................................................................................... 155
Risk Management ........................................................................................................................................... 167
Directors and Management ............................................................................................................................ 179
Selected Consolidated Financial Information of the Group ........................................................................... 191
Alternative Performance Measures ................................................................................................................ 194
Overview of the Banking Services Sector in Greece ..................................................................................... 195
The Mortgage and Housing Market in Greece ............................................................................................... 197
Regulation and Supervision of Banks in Greece ............................................................................................ 202
Description of the Transaction Documents .................................................................................................... 263
Taxation .......................................................................................................................................................... 282
Subscription and Sale ..................................................................................................................................... 286
General Information ....................................................................................................................................... 291
Index ............................................................................................................................................................... 294

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GENERAL DESCRIPTION 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 Base Prospectus and, in relation to the terms and conditions of any particular Series or
Tranche of Covered Bonds, the applicable Final Terms. The Issuer and any relevant Dealer may agree that
Covered Bonds shall be issued in a form other than that contemplated in the Terms and Conditions, in which
event, if appropriate, a supplement to the Base Prospectus or a new Base Prospectus will be published.
Words and expressions defined in the "Terms and Conditions of the Covered Bonds" below or elsewhere in
this Base Prospectus have the same meanings in this summary.
PRINCIPAL PARTIES
Issuer
Alpha Bank A.E. (Alpha or the Issuer).
Arranger(s)
Alpha Bank A.E. (Alpha ) (the Arranger).
Dealer(s)
Alpha and/or any other dealers appointed from time to time in accordance
with the Programme Agreement.
Servicer
Alpha (in its capacity as the servicer and, together with any replacement
servicer appointed pursuant to the Servicing and Cash Management Deed
from time to time (the Servicer) will service the Loans and Related
Security in the Cover Pool pursuant to the Servicing and Cash
Management Deed.

The Servicer shall also undertake certain notification and reporting services
together with account handling services in relation to moneys from time to
time standing to the credit of the Transaction Account and cash
management activities (the Servicing and Cash Management Services)
in accordance with the Servicing and Cash Management Deed and the
Greek Covered Bond Legislation, including the calculation of the Statutory
Tests and the Amortisation Test. See "Servicing and Collection
Procedures" below.
Asset Monitor
A reputable firm of independent auditors and accountants appointed
pursuant to the Asset Monitor Agreement as an independent monitor to
perform certain tests and recalculations in respect of (i) the Statutory Tests
when required in accordance with the requirements of the Bank of Greece
and (ii) the Amortisation Test when required in accordance with the
Servicing and Cash Management Deed. PricewaterhouseCoopers S.A.
acting through its office at 268 Kifissias Avenue, GR-15232 Halandri,
Greece has agreed to act as asset monitor (the Asset Monitor) pursuant to
the Asset Monitor Agreement.
Account Bank
HSBC Bank plc acting through its office at 8 Canada Square, London E14
5HQ has agreed to act as account bank (the Account Bank) pursuant to the
Bank Account Agreement.

In the event that the Account Bank ceases to be an Eligible Institution, the
Servicer will be obliged to transfer the Transaction Account to a credit
institution with the appropriate minimum ratings.

6

Eligible Institution means any bank whose long-term unsecured,
unsubordinated and unguaranteed debt obligations are rated at least the
Moody's Required Rating by Moody's, provided that such ratings are
always sufficient for the Covered Bonds to comply with Article 129(1)(c)
of the Capital Requirements Regulation (EU) No.575/2013;

Moody's Required Rating means a long-term, unsecured, unsubordinated
and unguaranteed debt obligation rating of Baa3 by Moody's;
Principal Paying Agent
HSBC Bank plc (the Principal Paying Agent and, together with any
agent appointed from time to time under the Agency Agreement, the
Paying Agents). The Principal Paying Agent will act as such pursuant
to the Agency Agreement.
Transfer Agent
HSBC Bank plc has been appointed pursuant to the Agency Agreement
as transfer agent (the Transfer Agent).
Registrar
HSBC Bank plc has been appointed pursuant to the Agency Agreement
as registrar (the Registrar).
Trustee
HSBC Corporate Trustee Company (UK) Limited acting through its
office at 8 Canada Square, London E14 5HQ (the Trustee) has been
appointed to act as bond trustee for the Covered Bondholders in respect
of the Covered Bonds and will also act as security trustee to hold the
benefit of all security granted by the Issuer (on trust for itself, the
Covered Bondholders and the other Secured Creditors) under the Deed
of Charge and the Statutory Pledge granted pursuant to the Greek
Covered Bond Legislation. See "Security for the Covered Bonds"
below.

Covered Bond means each covered bond issued or to be issued
pursuant to the Programme Agreement and which is or is to be
constituted under the Trust Deed, which covered bond may be
represented by a Global Covered Bond or any Definitive Covered
Bond and includes any replacements for a Covered Bond issued
pursuant to Condition 12 (Replacement of Covered Bonds, Coupons
and Talons).

Covered Bondholders means the several persons who are for the time
being holders of outstanding Covered Bonds (being, in the case of
Bearer Covered Bonds, the bearers thereof and, in the case of
Registered Covered Bonds, the several persons whose names are
entered in the register of holders of the Registered Covered Bonds as
the holders thereof) save that, in respect of the Covered Bonds of any
Series, for so long as such Covered Bonds or any part thereof are
represented by a Bearer Global Covered Bond deposited with a
common depositary for Euroclear and Clearstream, Luxembourg, or so
long as Euroclear or Clearstream, Luxembourg or its nominee is the
registered holder of a Registered Global Covered Bond, each person
who is for the time being shown in the records of Euroclear or
Clearstream, Luxembourg (other than Clearstream, Luxembourg, if
Clearstream, Luxembourg shall be an accountholder of Euroclear and
Euroclear, if Euroclear shall be an accountholder of Clearstream,

7

Luxembourg), as the holder of a particular principal amount of the
Covered Bonds of such Series shall be deemed to be the holder of such
principal amount of such Covered Bonds (and the holder of the
relevant Global Covered Bond shall be deemed not to be the holder)
for all purposes other than with respect to the payment of principal or
interest on such principal amount of such Covered Bonds.
Hedging Counterparties
The Issuer may, from time to time, enter into Hedging Agreements
with various swap providers to hedge certain currency and/or other
risks (each a Covered Bond Swap Provider) and interest risks (each
an Interest Rate Swap Provider and, together with the Covered Bond
Swap Providers, the Hedging Counterparties and each a Hedging
Counterparty) associated with the Covered Bonds. The Hedging
Counterparties will act as such pursuant to the relevant Hedging
Agreements (as defined herein). Each Hedging Counterparty will be
required to satisfy the conditions under paragraph I. 2(b)(bb) of the
Secondary Covered Bond Legislation.
Listing Agent
Banque Internationale à Luxembourg SA acting through its offices at
69 route d'Esch, Luxembourg L-2963, Luxembourg (the Luxembourg
Listing Agent).
Rating Agencies
In respect of each Series of Covered Bonds, such of Moody's Investors
Service Limited (Moody's) and any other rating agency rating such
Series of Covered Bonds as specified in the applicable Final Terms
(the Rating Agencies and each a Rating Agency ).
PROGRAMME DESCRIPTION
Description:
Alpha 8 billion Direct Issuance Global Covered Bond Programme II.
Programme Amount
Up to 8 billion (or its equivalent in other currencies determined as
described in the Programme Agreement) outstanding at any time as
described herein. The Issuer may increase the amount of the
Programme in accordance with the terms of the Programme
Agreement.
Issuance in Series
Covered Bonds will be issued in Series, but on different terms from
each other, subject to the terms set out in the relevant Final Terms in
respect of such Series. Save in respect of the first issue of Covered
Bonds, Covered Bonds issued under the Programme will either be
fungible with an existing Series of Covered Bonds or have different
terms from an existing Series of Covered Bonds (in which case they
will constitute a new Series). The Issuer will issue Covered Bonds
without the prior consent of the Covered Bondholders pursuant to
Condition 16.

As used herein, Tranche means Covered Bonds which are identical in
all respects (including as to listing and admission to trading) and Series
means a Tranche of Covered Bonds together with any further Tranche
or Tranches of Covered Bonds which are (a) expressed to be
consolidated and form a single series and (b) identical in all respects
(including as to listing and admission to trading) except for their
respective Issue Dates, Interest Commencement Dates and/or Issue

8

Prices.

Interest Commencement Date means, in the case of interest-bearing
Covered Bonds, the date specified in the applicable Final Terms from
(and including) which the relevant Covered Bonds will accrue interest.
Final Terms
Final terms (the Final Terms) will be issued and published in
accordance with the terms and conditions set out herein under "Terms
and Conditions of the Covered Bonds" (the Conditions) prior to the
issue of each Series or Tranche detailing certain relevant terms thereof
which, for the purposes of that Series only, complete the Conditions
and the Base Prospectus and must be read in conjunction with the
Conditions and the Base Prospectus. The terms and conditions
applicable to any particular Series are the Conditions completed by the
relevant Final Terms.
Conditions Precedent to the
It is a condition precedent to the issuance of a new Series or Tranche of
Issuance of a new Series or
Covered Bonds that (i) there is no Issuer Event outstanding and that
Tranche of Covered Bonds
such issuance would not cause an Issuer Event, (ii) such issuance
would not result in a breach of any of the Statutory Tests, (iii) the
Rating Agencies have been notified of such issuance, (iv) such
issuance has been approved by the Bank of Greece in accordance with
paragraph II.3 of the Secondary Covered Bond Legislation and (v) if
applicable, in respect of that Series or Tranche, a Hedging Agreement
is entered into.
Proceeds of the Issue of
The gross proceeds from each issue of Covered Bonds will be used by
Covered Bonds
the Issuer to fund its general corporate purposes.
Form of Covered Bonds
The Covered Bonds will be issued in either bearer or registered form,
see "Forms of the Covered Bonds". Registered Covered Bonds will not
be exchangeable for Bearer Covered Bonds and vice versa.
Issue Dates
The date of issue of a Series or Tranche as specified in the relevant
Final Terms (each, the Issue Date in relation to such Series or
Tranche).
Specified Currency
Subject to any applicable legal or regulatory restrictions, such currency
or currencies as may be agreed from time to time by the Issuer and the
relevant Dealer(s) (as set out in the applicable Final Terms).
Denominations
The Covered Bonds will be issued in such denominations as may be
agreed between the Issuer and the relevant Dealer(s) and set out in the
applicable Final Terms. The minimum denomination of each Covered
Bond will be at least 100,000 (or, if the Covered Bonds are
denominated in a currency other than Euro, at least the equivalent
amount in such currency) or such other higher amount as is required
from time to time by the relevant central bank (or equivalent body) or
any laws or regulations applicable to the relevant Specified Currency.
Redenomination
Certain Covered Bonds may be redenominated in Euro in accordance
with the redenomination provisions set out in Condition 6.8. The
applicable Final Terms will set out whether the redenomination
provisions of Condition 6.8 are applicable to a particular Series of

9

Covered Bonds.
Fixed Rate Covered Bonds
The applicable Final Terms may provide that certain Covered Bonds
will bear interest at a fixed rate (Fixed Rate Covered Bonds), which
will be payable on each Interest Payment Date and on the applicable
redemption date and will be calculated on the basis of such Day Count
Fraction as may be agreed between the Issuer and the relevant
Dealer(s) (as set out in the applicable Final Terms).
Floating Rate Covered
The applicable Final Terms may provide that certain Covered Bonds
Bonds
bear interest at a floating rate (Floating Rate Covered Bonds).
Floating Rate Covered Bonds will bear interest at a rate determined:

(a)
on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by an agreement incorporating the ISDA Definitions;
or

(b)
on the basis of a reference rate appearing on the agreed screen
page of a commercial quotation service; or

(c)
on such other basis as may be agreed between the Issuer and
the relevant Dealer(s),

as set out in the applicable Final Terms.

The margin (if any) relating to such floating rate (the Margin) will be
agreed between the Issuer and the relevant Dealer(s) for each issue of
Floating Rate Covered Bonds, as set out in the applicable Final Terms.

ISDA Definitions means the 2006 ISDA Definitions, as published by
ISDA.
Other provisions in relation
Floating Rate Covered Bonds may also have a Maximum Rate of
to Floating Rate Covered
Interest, a Minimum Rate of Interest or both (as indicated in the
Bonds
applicable Final Terms). Interest on Floating Rate Covered Bonds in
respect of each Interest Period, as agreed prior to issue by the Issuer
and the relevant Dealer(s), will be payable on such Interest Payment
Dates, and will be calculated on the basis of such Day Count Fraction,
in each case as may be agreed between the Issuer and the relevant
Dealer(s) (as set out in the applicable Final Terms).

Interest Period means, in accordance with Condition 5 (Interest), the
period from (and including) an Interest Payment Date (or, if none, the
Interest Commencement Date) to (but excluding) the next (or first)
Interest Payment Date.

Maximum Rate of Interest means in respect of Floating Rate Covered
Bonds the percentage rate per annum (if any) specified in the
applicable Final Terms.

Minimum Rate of Interest means in respect of Floating Rate Covered
Bonds the percentage rate per annum (if any) specified in the
applicable Final Terms.

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