Obligation ALPHA CAPITAL GROUP PLC 0% ( XS0283694254 ) en EUR

ALPHA CAPITAL GROUP PLC

100 % ⇌

Royaume-uni

XS0283694254 ( en EUR )

29/01/2010 - Obligation échue

Prospectus brochure de l'obligation ALPHA CREDIT GROUP PLC XS0283694254 en EUR 0%, échue

Alpha Credit Group PLC est une société financière britannique fournissant des services de prêt et de gestion de créances aux particuliers et aux petites entreprises.

L'Obligation émise par ALPHA CAPITAL GROUP PLC ( Royaume-uni ) , en EUR, avec le code ISIN XS0283694254, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/01/2010

BASE PROSPECTUS

ALPHA CREDIT GROUP PLC
(incorporated with limited liability in England and Wales)
as Issuer
and
ALPHA BANK AE
(incorporated with limited liability in the Hellenic Republic)
as Issuer and Guarantor
EUR 15,000,000,000 Euro Medium Term Note Programme
Under this EUR 15,000,000,000 Euro Medium Term Note Programme (the "Programme"), each of Alpha Credit Group PLC ("Alpha PLC") and Alpha Bank
AE ("Alpha Bank" or the "Bank" and, together with Alpha 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 Dealers (as defined below).
Notes may be issued as Senior Preferred Liquidity Notes, Senior Preferred Notes, Senior Non-Preferred Notes or Tier 2 Notes (each as defined under "Terms and
Conditions of the Notes"). Senior Preferred Notes and Senior Non-Preferred Notes may only be issued by Alpha Bank.
Notes issued by Alpha PLC will be guaranteed by Alpha Bank. In relation to each issue of Notes by Alpha PLC, the branch through which Alpha Bank is acting
as guarantor for such issue will be specified in the applicable Final Terms (as defined below) (or Pricing Supplement, in the case of Exempt Notes (each such
term as defined below)) or, as the case may be, the applicable Drawdown Prospectus (as defined below). In relation to each issue of Notes by Alpha Bank, the
branch through which Alpha Bank is acting for such issue will be specified in the applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes)
or, as the case may be, the applicable Drawdown Prospectus.
For the purposes of Article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"), save in respect of Exempt Notes (as defined below) this Base
Prospectus (together with supplements which may be published to this Base Prospectus from time to time) is a base prospectus which comprises two base
prospectuses, one in respect of each of Alpha PLC (as Issuer) and Alpha Bank (as Issuer and Guarantor). In respect of Exempt Notes that are to be listed on the
Euro MTF Market (as defined below), this Base Prospectus (together with the applicable Pricing Supplement and any supplements which may be published to
this Base Prospectus from time to time) constitutes a base prospectus and final terms for the purposes of Part IV of the Luxembourg law on prospectus securities
dated 16 July 2019.
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed EUR 15,000,000,000 (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 the Dealers specified herein and any additional Dealer appointed under the Programme from time to time,
which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). References in this Base Prospectus to the
"relevant Dealer" shall, in relation to any issue of Notes, be to the Dealer or Dealers agreeing to purchase such Notes.
Application has been made to:
(i)
the Commission de Surveillance du Secteur Financier ("CSSF") in its capacity as competent authority under the Prospectus Regulation to approve
this document as a base prospectus. The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of (i) the relevant Issuer, (ii)
the Guarantor or (iii) the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of
investing in the Notes. The CSSF assumes no responsibility for the economic or financial soundness of the transactions contemplated by this Base
Prospectus or the quality or solvency of the relevant Issuer or, as the case may be, the Guarantor. Application has also been made to the Luxembourg
Stock Exchange for Notes issued under the Programme (other than Exempt Notes) 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. The Luxembourg Stock Exchange's regulated market is a
regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) ("MiFID II"); and
(ii)
the Luxembourg Stock Exchange to approve this Base Prospectus in connection with the issue by the Issuers of Exempt Notes to be admitted to
trading on the Luxembourg Stock Exchange's Euro MTF market (the Euro MTF market is not a regulated market pursuant to the provisions of
MiFID II, but is subject to the supervision of the Luxembourg financial sector and stock exchange regulator, the CSSF) (the "Euro MTF Market")
and to be listed on the official list of the Luxembourg Stock Exchange.
References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to the official list of the
Luxembourg Stock Exchange and to trading on (i) the regulated market of the Luxembourg Stock Exchange; or (ii) the Euro MTF Market.
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the
European Economic Area (the "EEA") and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4)
and/or 3(2) of the Prospectus Regulation. References in this Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be
published under the Prospectus Regulation. The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection
with Exempt Notes and the CSSF assumes no responsibility in relation to issues of Exempt Notes.
This Base Prospectus is valid for 12 months from its date. The obligation to supplement this Base Prospectus in the event of a significant new factor,
material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is
applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will (other than in the case of Exempt Notes, as defined above) be
set out in a final terms document (the "Final Terms") which will be filed with the CSSF or a drawdown prospectus (the "Drawdown Prospectus") which will be
submitted for approval by the CSSF.
Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock
Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the "Pricing Supplement").
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be
agreed between the Issuers, the Guarantor and the relevant Dealer(s). The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any
market.
The Notes of each Tranche will be in bearer form and (unless otherwise specified in the applicable Final Terms (or Pricing Supplement, in the case of Exempt
Notes) or Drawdown Prospectus (as the case may be)) will initially be represented by a temporary global Note which will be deposited on the issue date thereof
with a common depositary or common safekeeper on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream,
Luxembourg"), and/or any other agreed clearing system and which will be exchangeable, as specified in the applicable Final Terms (or Pricing Supplement, in
the case of Exempt Notes) or Drawdown Prospectus (as the case may be), for either a permanent global Note or Notes in definitive form, in each case upon
certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. The applicable Final Terms (or Pricing Supplement, in the case of
Exempt Notes) or Drawdown Prospectus (as the case may be) will specify that a permanent global Note either (i) is exchangeable (in whole but not in part) for
definitive Notes upon not less than 60 days' notice or (ii) is only exchangeable (in whole but not in part) for definitive Notes following the occurrence of an
Exchange Event (as defined on page 51) all as further described in "Form of the Notes", "Form of Final Terms" and "Form of Pricing Supplement" below.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".

Alpha PLC has been rated Caa1 (Senior Unsecured Debt), Caa2 (Subordinated Debt) and NP (Short Term) by Moody's Investors Service Cyprus Limited
("Moody's") and CCC- (Senior Unsecured Debt) and C (Short Term) by Fitch Ratings Limited ("Fitch"). Alpha Bank has been rated Caa1 (long-term) and NP
(short-term) by Moody's, B (long-term) and B (short-term) by S&P Global Ratings Europe Limited, Italy Branch ("S&P") and CCC- (long-term) and C (short-
term) by Fitch. The Programme is expected to be rated B (Senior Unsecured Debt), CCC+ (Senior Subordinated Notes) and CCC (Subordinated Notes) by S&P
and (P)Caa1 (Senior Unsecured), (P)Caa2 (Subordinated) and (P)NP (Short-Term) by Moody's. Each of S&P, Moody's and Fitch is established in the European
Union and are registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of S&P, Moody's and Fitch are 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; for the avoidance of doubt the content of such website does not form part of the Base Prospectus in accordance with the CRA Regulation.
Tranches of Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is
rated, such rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes) or Drawdown Prospectus (as the case may be) and
will not necessarily be the same as the rating assigned to the Programme by S&P and Moody's. 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.

Arranger
CITIGROUP
Dealers

ALPHA BANK
CITIGROUP

The date of this Base Prospectus is 15 November 2019.

IMPORTANT INFORMATION
Each of Alpha PLC and Alpha Bank (the "Responsible Persons") accepts responsibility for the information
contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme.
To the best of the knowledge and belief of the Responsible Persons (each having taken all reasonable care to
ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts
and does not omit anything which in the context of the issuance and offering of Notes would be misleading and
affect the import of such information.
This Base Prospectus comprises a Base Prospectus in respect of all Notes other than Exempt Notes issued under
the Programme for the purposes of Article 8 of the Prospectus Regulation.
This Base Prospectus 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 Base Prospectus shall be read
and construed on the basis that such documents are incorporated into and form part of this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference" below), the information on the websites to which this Base Prospectus refers does
not form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
The Dealers have not independently verified 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 Base Prospectus or any other information
provided by Alpha PLC and/or Alpha Bank in connection with the Programme or any Notes or their
distribution.
Certain of the Dealers and their affiliates (including their parent companies) have engaged, and may in the
future engage, in investment banking and/or commercial banking transactions with, and may provide services to,
the Issuers and their affiliates in the ordinary course of business. In addition, in the ordinary course of their
business activities, the Dealers and their affiliates may make or hold a broad array of investments and actively
trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans)
for their own account and for the accounts of their customers. Such investments and securities activities may
involve securities and/or instruments of the Issuers or the Issuers' affiliates. Certain of the Dealers or their
affiliates that have a lending relationship with the Issuers routinely hedge their credit exposure to the Issuers
consistent with their customary risk management policies. Typically, such Dealers and their affiliates would
hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or
the creation of short positions in securities, including potentially any Notes issued under the Programme. Any
such short positions could adversely affect future trading prices of Notes issued under the Programme. The
Dealers and their affiliates may also make investment recommendations and/or publish or express independent
research views in respect of such securities or financial instruments and may hold, or recommend to clients that
they acquire, long and/or short positions in such securities and instruments. For the avoidance of doubt, the term
"affiliates" also includes parent companies.
No person is or has been authorised by Alpha PLC and/or Alpha Bank to give any information or to make any
representation not contained in or not consistent with this Base Prospectus 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 Alpha PLC and/or Alpha Bank or any Dealer.
Neither this Base Prospectus 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 Alpha PLC and/or Alpha Bank or any Dealer that
any recipient of this Base Prospectus or any other information supplied in connection with the Programme or
0036277-0000286 ICM:33788133.8
- iii -

any Notes should purchase any Notes. Each investor contemplating purchasing Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of
the relevant Issuer and Alpha Bank in the case of Notes issued by Alpha PLC. Neither this Base Prospectus nor
any other information supplied in connection with the Programme or any Notes constitutes an offer or invitation
by or on behalf of Alpha PLC and/or Alpha Bank or any Dealer to any person to subscribe for or to purchase
any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained in it concerning Alpha PLC and/or Alpha Bank is correct at
any time subsequent to its date or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date indicated in the document containing the same. The Dealers
expressly do not undertake to review the financial condition or affairs of Alpha PLC and/or Alpha Bank during
the life of the Programme or to advise any investor in Notes issued under the Programme of any information
coming to their attention. Investors should review inter alia the most recently published financial statements
and, if published later, the most recently published interim financial statements (if any) of the relevant Issuer
and Alpha Bank, in the case of Notes issued by Alpha PLC, when deciding whether or not to purchase any
Notes.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms (or Pricing Supplement, as the case may
be) in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to, any retail investor in the EEA. For these purposes, a retail investor means a person who is
one (or more) of (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii)
not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes (or Pricing
Supplement, in the case of Exempt Notes) will include a legend entitled "MiFID II product governance" which
will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes
are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should
take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product Governance
rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers (in the case of Alpha Bank, in its capacity as Dealer) nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.
Benchmarks Regulation Amounts payable on Floating Rate Notes listed on the Luxembourg Stock
Exchange's regulated market will be calculated by reference to one of LIBOR, EURIBOR or ROBOR as
specified in the relevant Final Terms or Drawdown Prospectus, each of which is a "benchmark" for the purpose
of Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation"). As at the date of this Base Prospectus,
ICE Benchmark Administration Limited (as administrator of LIBOR) and the European Money Markets
Institute (as administrator of EURIBOR) are both included in ESMA's register of administrators under Article
36 of the Benchmarks Regulation. As at the date of this Base Prospectus, the National Bank of Romania (as
0036277-0000286 ICM:33788133.8
- iv -

administrator of ROBOR) is not required to obtain authorisation/registration (or, if located outside the European
Union, recognition, endorsement or equivalence) as, in its capacity as a central bank, it is outside the scope of
the Benchmarks Regulation in accordance with Article 2(2)(a) of the Benchmarks Regulation.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT (CHAPTER 289) OF SINGAPORE
The Final Terms in respect of any Notes (or Pricing Supplement, in the case of Exempt Notes) in respect of any
Notes may include a legend entitled "Singapore SFA Product Classification" which will state the product
classification of the Notes pursuant to section 309B(1) of the Securities and Futures Act (Chapter 289) of
Singapore, as modified or amended from time to time (the "SFA").
The relevant Issuer will make a determination in relation to each issue under the Programme of the classification
of the Notes being offered for purposes of section 309B(1)(a). Any such legend included on the relevant Final
Terms (or Pricing Supplement, as the case may be) will constitute notice to each of the "relevant persons" for
purposes of section 309B(1)(c) of the SFA.
An investment in the Notes is not an equivalent to an investment in a bank deposit. Although an
investment in Notes may give rise to higher yields than a bank deposit placed with Alpha Bank or with
any other investment firm in the Group (as defined below), an investment in the Notes carries risks which
are very different from the risk profile of such a deposit. The Notes are expected to have greater liquidity
than a bank deposit since bank deposits are generally not transferable. However, the Notes may have no
established trading market when issued, and one may never develop.
Investments in the Notes do not benefit from any protection provided pursuant to Directive 2014/49/EU
of the European Parliament and of the Council on deposit guarantee schemes or any national
implementing measures implementing this Directive in any jurisdiction. Therefore, if the relevant Issuer
or (if applicable) the Guarantor becomes insolvent or defaults on its obligations, investors investing in the
Notes in a worst case scenario could lose their entire investment.
0036277-0000286 ICM:33788133.8
- v -

IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
This Base Prospectus 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 Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. None of Alpha PLC, Alpha Bank or the Dealers represents that this Base Prospectus may be
lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular,
unless specifically indicated to the contrary in the applicable Final Terms, no action has been taken by
Alpha PLC, Alpha Bank or any of the Dealers which is intended to permit a public offering of any Notes
or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor
any advertisement or other offering material may be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with any applicable laws and regulations. Persons into
whose possession this Base Prospectus or any Notes may come must inform themselves about, and
observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of
Notes. For details of certain restrictions on the distribution of this Base Prospectus and the offer or sale of
Notes in the United States, the United Kingdom, the EEA (including France, Greece and the Republic of
Italy), Japan and Singapore, see "Subscription and Sale" below.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional advisers,
whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this Base
Prospectus, the applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes) or
Drawdown Prospectus (as the case may be) or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial markets;
and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain investors
are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal
investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions
apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the
0036277-0000286 ICM:33788133.8
- vi -

appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or
similar rules.
For the avoidance of doubt, the content of any website to which active hyperlinks have been included in this
Base Prospectus does not form part of the Base Prospectus.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may
not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (see
"Subscription and Sale").
This Base Prospectus shall only be used for the purposes for which it has been published.
All references in this document to "RON" are to Romanian New Lei, those to "USD" and "$" are to United
States dollars, those to "Yen" are to Japanese Yen, those to "Sterling" and "£" are to pounds sterling and those
to "" "euro", "Euro" and "EUR" are to the single currency introduced at the start of the third stage of
European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as
amended.
All references in this document to "Greece" or to the "Greek state" are to the Hellenic Republic.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
Some statements in this Base Prospectus may be deemed to be forward looking statements. Forward looking
statements include statements concerning the Issuer's and/or the Guarantor's plans, objectives, goals, strategies,
future operations and performance and the assumptions underlying these forward looking statements. When
used in this Base Prospectus, the words "anticipates", "estimates", "expects", "believes", "intends", "plans",
"aims", "seeks", "may", "will", "should" and any similar expressions generally identify forward looking
statements. The Issuer and the Guarantor have based these forward looking statements on the current view of
their management with respect to future events and financial performance. Although each of the Issuer and the
Guarantor believes that the expectations, estimates and projections reflected in its forward looking statements
are reasonable as of the date of this Base Prospectus, if one or more of the risks or uncertainties materialises,
including those identified below or which the Issuer and/or the Guarantor has otherwise identified in this Base
Prospectus, or if any of the Issuer's and/or the Guarantor's underlying assumptions proves to be incomplete or
inaccurate, the Issuer's and/or the Guarantor's actual results of operation may vary from those expected,
estimated or predicted.
The risks and uncertainties referred to above include:

each Issuer's ability to achieve and manage the growth of its business;

the performance of the markets in Greece and the wider region in which Alpha Bank and its
subsidiaries and subsidiary undertakings from time to time (collectively, the "Group") operate;

the Group's ability to realise the benefits it expects from existing and future projects and investments it
is undertaking or plans to or may undertake;

the Group's ability to obtain external financing or maintain sufficient capital to fund its existing and
future investments and projects; and

changes in political, social, legal or economic conditions in the markets in which the Group and its
customers operate.
0036277-0000286 ICM:33788133.8
- vii -

Any forward looking statements contained in this Base Prospectus speak only as at the date of this Base
Prospectus. Without prejudice to any requirements under applicable laws and regulations, each of the Issuer and
the Guarantor expressly disclaims any obligation or undertaking to disseminate after the date of this Base
Prospectus any updates or revisions to any forward looking statements contained in it to reflect any change in
expectations or any change in events, conditions or circumstances on which any such forward looking statement
is based.

0036277-0000286 ICM:33788133.8
- viii -

TABLE OF CONTENTS
RISK FACTORS .....................................................................................................................................................3
OVERVIEW OF THE PROGRAMME ................................................................................................................ 36
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................ 46
FINAL TERMS (OR PRICING SUPPLEMENT, IN THE CASE OF EXEMPT NOTES) AND
DRAWDOWN PROSPECTUSES ........................................................................................................................ 51
FORM OF THE NOTES ....................................................................................................................................... 52
FORM OF FINAL TERMS ................................................................................................................................... 55
FORM OF PRICING SUPPLEMENT .................................................................................................................. 68
TERMS AND CONDITIONS OF THE NOTES .................................................................................................. 82
USE OF PROCEEDS .......................................................................................................................................... 136
ALPHA CREDIT GROUP PLC .......................................................................................................................... 137
THE GROUP ....................................................................................................................................................... 139
BUSINESS OF THE GROUP ............................................................................................................................. 148
RISK MANAGEMENT ...................................................................................................................................... 162
DIRECTORS AND MANAGEMENT ................................................................................................................ 174
ALTERNATIVE PERFORMANCE MEASURES ............................................................................................. 189
OVERVIEW OF THE BANKING SERVICES SECTOR IN GREECE ............................................................ 194
REGULATION AND SUPERVISION OF BANKS IN GREECE ..................................................................... 196
FORM OF THE GUARANTEE .......................................................................................................................... 245
TAXATION ........................................................................................................................................................ 253
SUBSCRIPTION AND SALE ............................................................................................................................ 261
GENERAL INFORMATION .............................................................................................................................. 266

STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable
Final Terms (or Pricing Supplement, in the case of Exempt Notes) or Drawdown Prospectus (as the case
may be) may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at
any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche
of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation
0036277-0000286 ICM:33788133.8
- 1 -

action or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or persons acting
on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.
0036277-0000286 ICM:33788133.8
- 2 -