Obligation ERB Hellas Finance Ltd 1.909% ( XS0232848399 ) en EUR

ERB Hellas Finance Ltd

100 % ▲

Grece

XS0232848399 ( en EUR )

1.909% par an ( paiement trimestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation ERB Hellas Funding Ltd XS0232848399 en EUR 1.909%, échue

50 000 EUR

3 704 000 EUR

ERB Hellas Funding Ltd est une société d'investissement basée en Grèce, spécialisée dans le financement de projets d'énergie renouvelable et d'infrastructures.

L'Obligation émise par ERB Hellas Finance Ltd ( Grece ) , en EUR, avec le code ISIN XS0232848399, paye un coupon de 1.909% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS DATED 31st October, 2005
EFG Hellas Funding Limited
A9.4.1.1
(incorporated with limited liability in Jersey)
400,000,000 Series B Fixed to Floating Rate Non-cumulative Guaranteed
A13.4.1
Non-voting Preferred Securities
having the benefit of a subordinated guarantee of
EFG Eurobank Ergasias S.A.
A11.4.1.1
(incorporated with limited liability in the Hellenic Republic)
Issue price: 50,000 per Preferred Security
A13.4.5
Unless expressly indicated otherwise, capitalised terms and expressions used herein have the same meaning as given to
them in "Description of the Preferred Securities".
The 400,000,000 Series B Fixed to Floating Rate Non-cumulative Guaranteed Non-voting Preferred Securities (the
A13.4.2
"Preferred Securities") each with a par value and a liquidation preference of 50,000 (the "Liquidation Preference") are
proposed to be issued by EFG Hellas Funding Limited (the "Issuer") on 2nd November, 2005 (the "Closing Date"). All
A13.4.13
obligations of the Issuer to make payments in respect of the Preferred Securities will be guaranteed on a subordinated
basis by EFG Eurobank Ergasias S.A. (the "Bank") pursuant to a subordinated guarantee to be dated the Closing Date
(the "Guarantee"), all as more fully described herein under "Subordinated Guarantee".
The Preferred Securities will entitle Holders to receive (subject as described herein under "Description of the Preferred
Securities") non-cumulative preferential cash dividends, payable annually in arrear on 2nd November in each year up to
and including 2nd November, 2015 at a rate of 4.565 per cent. per annum and thereafter payable quarterly in arrear on
2nd February, 2nd May, 2nd August and 2nd November in each year (with the first such payment being made on 2nd
February, 2016), subject to adjustment for non-business days, at a rate equal to 3 month EURIBOR plus 2.22 per cent.
per annum, all as more fully described herein under "Description of the Preferred Securities".
The Preferred Securities are perpetual securities and have no fixed redemption date. However, the Preferred Securities
may be redeemed, at the option of the Issuer, in whole but not in part, (1) on the Preferred Dividend Payment Date falling
on 2nd November, 2015 (the "First Call Date") or on any Preferred Dividend Payment Date falling thereafter or (2) at any
time prior to the First Call Date (a) in the event of certain changes in tax law resulting in the Issuer or the Bank being
required to pay Additional Amounts or (b) in the event of certain changes in tax laws, if the Issuer or the Bank, in relation
to the Preferred Securities, the Guarantee and/or any associated transactions is or would be required to pay Jersey Tax
(other than in respect of Jersey source income) or Greek Tax or (c) in the event of a Capital Disqualification Event, in any
such case upon not less than 30 nor more than 60 days' notice. Any such redemption is subject to the consent of the Bank
and the Bank of Greece and shall be at the prices set out herein.
In the event of a liquidation, dissolution or winding-up of the Issuer, Holders will be entitled to receive, for each Preferred
Security, the Liquidation Preference plus accrued and unpaid Preferred Dividends for the then current applicable Preferred
Dividend Period to the date of payment, as more fully described in "Description of the Preferred Securities".
Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial
A13.5.1
Services and Markets Act 2000 (the "UK Listing Authority" and the "FSMA", respectively) for the Preferred Securities to
be admitted to the official list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the
"London Stock Exchange") for the Preferred Securities to be admitted to trading on the London Stock Exchange's Gilt-
Edged and Fixed Interest Market. References in this Prospectus to the Preferred Securities being "listed" (and all related
references) shall mean that such Preferred Securities have been admitted to the Official List and have been admitted to
trading on the London Stock Exchange's Gilt-Edged and Fixed Interest Market. The London Stock Exchange's Gilt-Edged
and Fixed Interest Market is a regulated market for the purposes of the Investment Services Directive (Directive
93/22/EC).
In making an investment decision, potential investors should have particular regard to the "Risk Factors" on
pages 14 to 21 of this Prospectus. In particular, Preferred Dividends are not required to be paid on the Preferred
Securities in certain circumstances, as more fully described under "Description of the Preferred Securities Limitations
on Payments of Preferred Dividends on Preferred Securities", including when all of the dividend paid on the Bank's
ordinary shares is the minimum required by the mandatory operation of Greek law from time to time (see "Description of
the Preferred Securities Exceptions to Compulsory Payments").
The Preferred Securities will be represented on issue by a single global certificate in registered form (the "Global
A13.4.4
Certificate"). On or about the Closing Date, the Global Certificate will be deposited with Deutsche Bank AG, London
Branch (the "Common Depositary") as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear
system ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Such Global Certificate
will be issued, and the Preferred Securities will be registered, in the name of BT Globenet Nominees Limited as nominee
of the Common Depositary.
Joint Lead Managers
Credit Suisse First Boston
Deutsche Bank
Merrill Lynch International
UBS Investment Bank
Co-Lead Managers
Emporiki Bank
Greek Postal Savings Bank S.A.
Natexis Banques Populaires

This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive
2003/71/EC (the "Prospectus Directive").
Each of the Issuer and the Bank accepts responsibility for the information contained in this A9.1.1
Prospectus. Having taken all reasonable care to ensure that such is the case, the A9.1.2
information contained in this Prospectus is, to the best of the knowledge of each of the A11.1.1
Issuer and the Bank, in accordance with the facts and does not omit anything likely to affect A11.1.2
the import of such information.
A13.1.1
A13.1.2
No person has been authorised to give any information or to make any representation other
than those contained or incorporated by reference in this Prospectus in connection with the
offering of the Preferred Securities and, if given or made, such information or
representations must not be relied upon as having been authorised by the Issuer, the Bank
or the Managers (as defined under "Subscription and Sale" below). Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances, constitute a
representation or create any implication that there has been no change in the affairs of the
Issuer, the Bank or the Bank and its Subsidiaries (as defined herein) as a whole (the
"Group") since the date hereof. This Prospectus does not constitute an offer of, or an
invitation by, or on behalf of, the Issuer, the Bank or the Managers to subscribe for, or
purchase, any of the Preferred Securities. This Prospectus does not constitute an offer, and
may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction
or in any circumstances in which such an offer or solicitation is not authorised or is
unlawful. This Prospectus may only be used for the purposes for which it has been
published.
The Managers have not separately verified the information contained or incorporated by
reference herein. Accordingly, no representation, warranty or undertaking, express or
implied, is made and no responsibility or liability is accepted by the Managers or any of
them as to the accuracy or completeness of the information contained or incorporated by
reference in this Prospectus or any other information provided by the Issuer or the Bank in
connection with the Preferred Securities.
This Prospectus is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by the Issuer, the Bank or the Managers
that any recipient of this Prospectus should purchase any of the Preferred Securities. Each
investor contemplating purchasing Preferred Securities should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and the Bank. No person is authorised to give information
other than contained herein and in the documents referred to herein and which are made
available for inspection by the public at the specified office of each Paying and Transfer
Agent.
The Preferred Securities and the Guarantee 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, the Preferred Securities may not
be offered, sold or delivered within the United States or to U.S. persons. For a further
description of certain restrictions on the offering and sale of the Preferred Securities and
on distribution of this Prospectus, see "Subscription and Sale" below.
A copy of this Prospectus has been delivered to the Registrar of Companies in accordance
with Article 5 of the Companies (General Provisions) (Jersey) Order 2002 as amended and
he has given, and has not withdrawn, his consent to its circulation. The Jersey Financial
Services Commission has given, and has not withdrawn, its consent under Article 4 of the
Control of Borrowing (Jersey) Order 1958, as amended to the issue of the Preferred
Securities by the Issuer. It must be distinctly understood that, in giving these consents,
neither the Registrar of Companies nor the Jersey Financial Services Commission takes
any responsibility for the financial soundness of the Issuer or for the correctness of any
2

statements made, or opinions expressed with regard to it. The Jersey Financial Services
Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended,
against any liability arising from the discharge of its functions under that law.
An investment in the Preferred Securities is only suitable for financially sophisticated
investors who are capable of evaluating the merits and risks of such investment and who
have sufficient resources to be able to bear any losses which may result from such
investment.
Prospective purchasers who are in any doubt about the contents of this Prospectus should
consult their stockbroker, bank manager, solicitor, accountant or other financial adviser.
It should be remembered that the price of securities and the income from them can go down
as well as up.
Nothing in this Prospectus or anything communicated to Holders of, or investors in, the
Preferred Securities (or any such potential Holders or investors) by the Issuer is intended
to constitute or should be construed as advice on the merits of the purchase of or
subscription for the Preferred Securities or the exercise of any rights attached thereto for
the purposes of the Financial Services (Jersey) Law 1998, as amended.
Certain figures in this Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
which precede them.
EACH OF CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED, DEUTSCHE BANK AG,
LONDON BRANCH, MERRILL LYNCH INTERNATIONAL AND UBS LIMITED (OR PERSONS
ACTING ON THEIR BEHALF) MAY OVER-ALLOT PREFERRED SECURITIES (PROVIDED
THAT THE AGGREGATE PRINCIPAL AMOUNT OF PREFERRED SECURITIES ALLOTTED
DOES NOT EXCEED 105 PER CENT. OF THE AGGREGATE PRINCIPAL AMOUNT OF THE
PREFERRED SECURITIES) OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE MARKET PRICE OF THE PREFERRED SECURITIES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT ANY OF
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED, DEUTSCHE BANK AG, LONDON
BRANCH, MERRILL LYNCH INTERNATIONAL AND UBS LIMITED (OR PERSONS ACTING ON
THEIR BEHALF) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
TERMS OF THE OFFER OF THE PREFERRED SECURITIES IS MADE AND, IF BEGUN, MAY
BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE PREFERRED SECURITIES AND 60 DAYS AFTER THE DATE
OF THE ALLOTMENT OF THE PREFERRED SECURITIES.
All references in this Prospectus to "Euro", "EUR", "euro" and "" refer 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 (signed in Rome on 25th March, 1957), as amended, and
all references to "Sterling" and "£" refer to the currency of the United Kingdom.
3

TABLE OF CONTENTS
Page
SUMMARY OF THE OFFERING ........................................................................................
5
RISK FACTORS ..................................................................................................................
14
DESCRIPTION OF THE PREFERRED SECURITIES........................................................
22
SUBORDINATED GUARANTEE ........................................................................................
38
USE OF PROCEEDS..........................................................................................................
46
EFG HELLAS FUNDING LIMITED ....................................................................................
47
EFG EUROBANK ERGASIAS S.A. ....................................................................................
51
REGULATION AND SUPERVISION OF BANKING IN THE HELLENIC REPUBLIC ........
67
TAXATION ..........................................................................................................................
69
SUBSCRIPTION AND SALE ..............................................................................................
72
GENERAL INFORMATION ................................................................................................
74
FINANCIAL STATEMENTS ................................................................................................
F-1
4

SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by the more detailed information included
elsewhere in this Prospectus. Capitalised terms used but not defined in this summary shall bear
the respective meanings ascribed to them under "Description of the Preferred Securities" and
references herein to a "paragraph" shall be to the corresponding paragraph in "Description of the
Preferred Securities". Prospective investors should also consider carefully, amongst other things,
the factors set out under "Risk Factors" below.
Issuer:
EFG Hellas Funding Limited, a wholly-owned subsidiary of
the Bank, incorporated in Jersey with registration number
89637. The registered office of EFG Hellas Funding Limited is
Whiteley Chambers, Don Street, St Helier, Jersey JE4 9WG,
Channel Islands.
The Issuer is a general finance vehicle of the EFG Group.
Guarantor:
EFG Eurobank Ergasias S.A. (referred to herein as the
"Bank"), a public company limited by shares incorporated
under the laws of the Hellenic Republic with registration
number 6068/06/B/86/07. The registered office of the Bank is
at 8 Othonos Street, Athens 10557, Greece.
The Bank operates in the retail banking, small and medium-
sized enterprises ("SMEs"), investment banking, capital
markets, private banking and asset management sectors,
providing a wide range of banking and financial services to its
individual and corporate clients. The Bank is also active in the
wider financial services sector, with a presence in insurance,
real estate and payroll services.
Issue Size:
400,000,000
A13.4.1
Issue Details:
400,000,000 Series B Fixed to Floating Rate Non- A13.4.2
cumulative Guaranteed Non-voting Preferred Securities each A13.4.5
with a par value and a liquidation preference of 50,000.
Preferred Dividends:
For each Preferred Dividend Period, Preferred Dividends on
the Preferred Securities will be declared by the Directors and
paid by the Issuer subject to certain limitations (see
"Limitations on Payments" below).
In respect of each Preferred Dividend Period during the
period from and including the Closing Date to but excluding
2nd November, 2015, the Preferred Securities will accrue
Preferred Dividends at a rate of 4.565 per cent. per annum
which Preferred Dividends will be payable annually in arrear,
subject as provided below, on 2nd November in each year.
For each subsequent Preferred Dividend Period, the
Preferred Securities will accrue Preferred Dividends at a rate
calculated by the Principal Paying and Transfer Agent equal to
the 3 month EURIBOR rate plus 2.22 per cent. per annum,
which Preferred Dividends will be payable quarterly in arrear,
subject as provided below, on 2nd February, 2nd May,
2nd August and 2nd November in each year.
5

Guarantee:
The Bank will guarantee payments on the Preferred A6.1
Securities in respect of (a) any declared but unpaid Preferred
Dividends for the most recent Preferred Dividend Period, (b)
any compulsory Preferred Dividends described in
"Compulsory Payments" below, (c) the Optional Redemption
Price or Make Whole Redemption Price, as the case may be,
(each as defined below) payable with respect to any Preferred
Security to be redeemed, (d) payments on liquidation of the
Issuer and (e) any Additional Amounts (as defined below).
The Bank's obligations under the Guarantee will be
subordinated so that they rank junior to the claims of Senior
Creditors (as defined in the Guarantee), pari passu with the
Parity Obligations, if any, of the Bank, and senior to all Junior
Obligations of the Bank.
Limitations on Payments:
Subject to the Law and to the provisions relating to
compulsory payments below (see "Compulsory Payments"),
Preferred Dividends may be declared by the Directors of the
Issuer, in their sole discretion, and paid by the Issuer out of
funds legally available therefor.
However, subject to the provisions relating to compulsory
payments below (see "Compulsory Payments"), the Directors
of the Issuer will not declare, and the Issuer will not be
permitted to pay, any Preferred Dividend on the Preferred
Securities if:
(a)
such Preferred Dividend, together with the amount of:
(i)
any Preferred Dividends previously paid in
respect of the Preferred Securities and
distributions previously paid in respect of
Preferred Dividend Parity Obligations in the then
current financial year; and
(ii)
any Preferred Dividends proposed or scheduled
to be paid in respect of the Preferred Securities
and distributions proposed or scheduled to be
paid in respect of any Preferred Dividend Parity
Obligations in the then current financial year,
would exceed Distributable Funds; or
(b)
sufficient Distributable Funds are available, but the
Issuer has been notified that a resolution of the
directors of the Bank has been passed that states that
in the opinion of the directors of the Bank payment of
such Preferred Dividends would cause the Bank to
breach Greek banking regulations affecting banks
which fail to meet their capital adequacy ratios on a
consolidated basis, as applicable and in force at the
relevant time.
For the avoidance of doubt, the Directors of the Issuer will
only be required to declare, and the Issuer will only be
6

required to pay, a Preferred Dividend in the circumstances set
out in "Compulsory Payments" below.
If the Issuer does not pay Preferred Dividends in respect of
any Preferred Dividend Period, the Issuer shall notify the
London Stock Exchange, so long as the Preferred Securities
are listed thereon, and the Holders.
Preferred Dividends non-
If the Directors of the Issuer do not declare a Preferred
cumulative:
Dividend payable on a Preferred Dividend Payment Date
either by virtue of the limitations set out above (see
"Limitations on Payments") or otherwise, then subject to the
provisions relating to compulsory payments and redemption
below (see "Compulsory Payments", "Optional Redemption",
"Capital Disqualification Redemption" and "Redemption for
Tax Reasons" below) and without affecting the rights of the
Holders under the Guarantee, the entitlement of the Holders
to such Preferred Dividend will be lost. Accordingly no
payment will need to be made at any time by the Issuer or the
Bank in respect of any such missed payment.
Compulsory Payments:
Payment on Junior Obligations
If the Bank, the Issuer or any other Subsidiary pays any
distribution(s) on or in respect of any class of Junior
Obligations then, subject to the Law and the provisions of
"Exceptions to Compulsory Payments" below, the Issuer will
be required to declare and pay Preferred Dividends on the
Preferred Securities as follows:
(a)
payment of the full amount of the Preferred Dividend
payable on the next Preferred Dividend Payment Date
(or, after the First Call Date, the next four Preferred
Dividend Payment Dates) if the distribution(s) on the
Junior Obligations is made in respect of an annual
period (or, before the First Call Date, in respect of two
semi-annual periods or four quarterly periods);
(b)
payment of three quarters of the amount of the
Preferred Dividend payable on the next Preferred
Dividend Payment Date if the distribution(s) on the
Junior Obligations is made in respect of three quarterly
periods before the First Call Date;
(c)
payment of (i) half of the amount of the Preferred
Dividend payable on the next Preferred Dividend
Payment Date if the distribution(s) on the Junior
Obligations is made in respect of a semi-annual period
(or two quarterly periods) or (ii) after the First Call Date,
the full amount of the Preferred Dividend payable on
the next two Preferred Dividend Payment Dates if the
distribution(s) on the Junior Obligations is made in
respect of a semi-annual period; and
(d)
payment of a quarter of the amount (or, after the First
Call Date, the full amount) of the Preferred Dividend
payable on the next Preferred Dividend Payment Date
7

if the distribution on the Junior Obligations is made in
respect of a quarterly period.
Redemption of Junior Obligations
Subject to the Law, the Issuer will be required to declare and
make payment of the full amount of Preferred Dividends
payable on the next Preferred Dividend Payment Date (or,
after the First Call Date, the next four Preferred Dividend
Payment Dates) contemporaneous with, or following, any
date on which the Bank or any Subsidiary has redeemed,
repurchased or otherwise acquired any Junior Obligations for
any consideration (or any moneys are paid to or made
available for a sinking fund for, or for redemption of, any such
securities), except by conversion into or in exchange for other
Junior Obligations unless (a) such acquisition is effected in
accordance with the provisions of Article 16 paragraphs 2(b)
to (f) or paragraph 5 et seq. of Greek Codified Law 2190/1920
and (b) following such acquisition and any other measure
taken by the Bank:
(i)
the solvency ratio of the Bank, on an unconsolidated
and consolidated basis, remains above 8 per cent.; and
(ii)
the ratio of "upper tier 1 capital" items of own funds
(namely tier 1 capital excluding the Preferred Securities
and similar instruments) to risk weighted assets of the
Bank remains above 5 per cent. as required by Circular
21/2004 of the Bank of Greece, as in force and
amended or supplemented from time to time.
Payment on Preferred Dividend Parity Obligations
If the Bank, the Issuer or any other Subsidiary pays any
distribution(s) on or in respect of any class of Preferred
Dividend Parity Obligations then, subject to the Law and to
the provisions of "Exceptions to Compulsory Payments"
below, the Issuer will be required to declare and make pro
rata payments of Preferred Dividends on the Preferred
Securities as follows:
(a)
pro rata payment of the full amount of the Preferred
Dividend payable on the next Preferred Dividend
Payment Date (or, after the First Call Date, the next four
Preferred Dividend Payment Dates) if the distribution(s)
on the Preferred Dividend Parity Obligations is made in
respect of an annual period (or, before the First Call
Date, two semi-annual periods or four quarterly
periods);
(b)
pro rata payment of three quarters of the amount of the
Preferred Dividend payable on the next Preferred
Dividend Payment Date if the distribution(s) on the
Preferred Dividend Parity Obligations is made in
respect of three quarterly periods before the First Call
Date;
8

(c)
pro rata payment of (i) half of the amount of the
Preferred Dividend payable on the next Preferred
Dividend Payment Date if the distribution(s) on the
Preferred Dividend Parity Obligations is made in
respect of a semi-annual period (or two quarterly
periods) or (ii) after the First Call Date, the full amount
of the Preferred Dividend payable on the next two
Preferred Dividend Payment Dates if the distribution(s)
on the Preferred Dividend Parity Obligations is made in
respect of a semi-annual period; and
(d)
pro rata payment of a quarter of the amount (or, after
the First Call Date, pro rata payment of the full amount)
of the Preferred Dividend payable on the next Preferred
Dividend Payment Date if the distribution on the
Preferred Dividend Parity Obligations is made in
respect of a quarterly period.
When a distribution on Preferred Dividend Parity Obligations
requires pro rata payment of Preferred Dividends as
described above, the amount of the required payment will be
in the same proportion to the aggregate specified amount of
Preferred Dividends payable on the Preferred Securities as
the aggregate payment that was made on such Preferred
Dividend Parity Obligations bears to the amount that was
payable on such Preferred Dividend Parity Obligations at the
time of such payment.
Aggregation of Preferred Dividends in Preferred Dividend
Period
Subject to the Law, compulsory payments of Preferred
Dividends to be made by virtue of paragraph 4(a), 4(b) or 4(c)
shall be aggregated on any Preferred Dividend Payment Date
with any discretionary payments made or to be made
following a declaration as described in paragraph 3 in respect
of any relevant Preferred Dividend Period, provided that in
any relevant Preferred Dividend Period the aggregate amount
paid in respect of Preferred Dividends on the Preferred
Securities shall not exceed the scheduled amount of the
Preferred Dividends.
Exceptions to Compulsory Payments
Notwithstanding "Compulsory Payments" above, a payment
of Preferred Dividends will not be compulsory if the Bank, the
Issuer or any other Subsidiary:
(1)
pays a dividend or other distribution on any ordinary
shares of the Bank (i) which dividend or other
distribution is solely in the form of Junior Obligations or
(ii) the whole of which dividend or other distribution is
mandatorily required to be paid by mandatory operation
of Greek law from time to time; or
(2)
pays a dividend or other distribution on the
200,000,000 Series A CMS-Linked Non-Cumulative
9

Guaranteed Non-Voting Preferred Securities issued in
March 2005, which payment is triggered by payment on
any ordinary shares of the Bank and the whole of which
payment on such ordinary shares is mandatorily
required by mandatory operation of Greek law from
time to time.
Withholding Tax and
The Preferred Securities will contain a gross up provision in
Additional Amounts:
respect of any imposition of Jersey or Greek withholding
taxes. The Guarantee will contain a gross up provision in
respect of any imposition of Greek withholding taxes. Each
gross up provision will be subject to customary exceptions.
Under the gross up provisions, subject to customary
exceptions, the Issuer, or the Bank pursuant to the
Guarantee, will pay to each Holder such additional amounts
("Additional Amounts") as may be necessary in order that
every net payment in respect of the Preferred Securities, after
withholding for any taxes imposed by Jersey or Greece, as
the case may be, upon or as a result of such payment, will not
be less than the amount otherwise required to be paid.
The obligations of the Issuer and the Bank to pay any such
Additional Amounts will be subject to limitations described in
"Limitation on Payments" above.
Optional Redemption:
Subject to the Law, the Preferred Securities are redeemable,
at the option of the Issuer, in whole but not in part, on the First
Call Date and on any Preferred Dividend Payment Date falling
thereafter upon not less than 30 or more than 60 days' notice
to the Holders, at the Optional Redemption Price.
Such optional redemption will be subject to the prior consent
of the Bank and the Bank of Greece.
Capital Disqualification
Subject to the Law, if, at any time falling prior to but excluding
Redemption:
the First Call Date, a Capital Disqualification Event has
occurred and is continuing, the Preferred Securities will be
redeemable, at the option of the Issuer, in whole but not in
part, at any time, upon not less than 30 or more than 60 days'
notice to the Holders at the Make Whole Redemption Price.
Any such redemption will be subject to the prior consent of
the Bank and the Bank of Greece.
Redemption for Tax Reasons:
Subject to the Law, if, at any time falling prior to but excluding
the First Call Date, as a result of a change in the laws or
regulations of Jersey or Greece, the Issuer or the Bank is or
would be required to pay Additional Amounts in respect of
payments due on the Preferred Securities or under the
Guarantee, the Preferred Securities will be redeemable, at
the option of the Issuer, in whole but not in part, at any time,
upon not less than 30 or more than 60 days' notice to the
Holders at the Optional Redemption Price.
Subject to the Law, if, at any time falling prior to but excluding
the First Call Date, as a result of a change in the laws or
regulations of Jersey or Greece, the Issuer or the Bank, in
10