Obligation ERB Hellas Finance Ltd 8.25% ( XS0440371903 ) en EUR

ERB Hellas Finance Ltd

100 % ⇌

Grece

XS0440371903 ( en EUR )

8.25% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation ERB Hellas Funding Ltd XS0440371903 en EUR 8.25%, échéance Perpétuelle

29/04/2026 ( Dans 79 jours )

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 XS0440371903, paye un coupon de 8.25% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS DATED 27 July 2009
EFG Hellas Funding Limited
(incorporated with limited liability in Jersey)
300,000,000 Series D 8.25 per cent. Non-cumulative Guaranteed Non-voting Exchangeable Preferred Securities
having the benefit of a subordinated guarantee of
EFG Eurobank Ergasias S.A.
(incorporated with limited liability in the Hellenic Republic)
Issue price: 50,000 per Preferred Security
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 300,000,000 Series D 8.25 per cent. Non-cumulative Guaranteed Non-voting Exchangeable Preferred Securities (the "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 29
July 2009 (the "Closing Date"). All obligations of the Issuer to make payments in respect of the Preferred Securities and to deliver Bank Ordinary Shares (as
defined below) upon redemption of the Preferred Securities in certain circumstances 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 quarterly in arrear on 29 January, 29 April, 29 July and 29 October in each year (each a "Preferred Dividend Payment Date"),
commencing on 29 October 2009, at a rate of 8.25 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 29 October 2014 (the "First Call Date") or on every fourth Preferred
Dividend Payment Date thereafter (each such date after the First Call Date, a "Subsequent Call Date") or (2) at any time (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 or more than 60 days' notice. Any
such redemption shall be at the Optional Redemption Price (as defined under "Description of the Preferred Securities").
In addition, provided that the Preferred Securities have not otherwise been redeemed or the Issuer has not elected to redeem the Preferred Securities on the First
Call Date or on any Subsequent Call Date thereafter as described above and a Holders' Exchange Trigger Event (as defined under "Description of the Preferred
Securities") has occurred at any time in the 12 month period prior to the date falling 21 days prior to the First Call Date or such Subsequent Call Date, as the
case may be, then Holders will have the right to require the Issuer to redeem the Preferred Securities on the First Call Date or on such Subsequent Call Date, as
the case may be, by delivery of ordinary shares of the Bank ("Bank Ordinary Shares") as described under "Description of the Preferred Securities Exchange
for Bank Ordinary Shares".
Provided that the Preferred Securities have not otherwise been redeemed or the Issuer has not elected to redeem the Preferred Securities on the First Call Date or
on any Subsequent Call Date thereafter as described above and a Holders' Exchange Trigger Event has not occurred at any time in the 12 month period prior to
the date on which notice of such redemption is given by the Issuer as provided herein, then, subject as provided under "Description of the Preferred Securities
Issuer's Exchange Option", the Issuer will have the right to redeem the Preferred Securities in whole but not in part on the First Call Date or on such Subsequent
Call Date, as the case may be, by delivery of Bank Ordinary Shares as described under "Description of the Preferred Securities Exchange for Bank Ordinary
Shares".
Furthermore, if, at any time, a Change of Control Event or a Free Float Event (each as defined under "Description of the Preferred Securities") occurs, then the
Preferred Securities will be redeemable, at the option of the Issuer, in whole but not in part, at any time at either (i) the Optional Redemption Price or (ii) in
certain circumstances described under "Description of the Preferred Securities Redemption for Free Float Event or Change of Control Event"), by delivery of
Bank Ordinary Shares as described under "Description of the Preferred Securities Exchange for Bank Ordinary Shares".
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 under
"Description of the Preferred Securities".
Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial 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 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 regulated
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 regulated market. The London Stock Exchange's regulated
market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
In making an investment decision, potential investors should have particular regard to the "Risk Factors" on pages 20 to 30 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
share capital 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").
Joint Lead Managers
EFG Eurobank Ergasias S.A.
HSBC
Co-Lead Managers
Credit Suisse
UBS Investment Bank
Sole Structuring Adviser
HSBC

Each Manager (as defined under "Subscription and Sale" below) is acting for the Issuer and no one
else in connection with the offering and will not regard any other person (whether or not as a recipient
of this document) as its client in relation to the offering and will not be responsible to anyone other
than the Issuer for providing the protections afforded to clients of the Managers, or for providing
advice in relation to the offering, the contents of this document or any transaction or arrangement or
other matter referred to in this document.
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
Prospectus. Having taken all reasonable care to ensure that such is the case, the information contained
in this Prospectus is, to the best of the knowledge of each of the Issuer and the Bank, in accordance
with the facts and does not omit anything likely to affect the import of such information.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Prospectus should be read
and construed on the basis that such documents are incorporated and form part of the Prospectus.
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 representation must not be relied upon
as having been authorised by the Issuer, the Bank or the Managers. 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.
Save for the Issuer and the Bank, no other party has 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 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 or
the Bank Ordinary Shares.
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.
None of the Preferred Securities, the Guarantee and the Bank Ordinary Shares to be issued and
delivered upon redemption of the Preferred Securities have been or will 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, the Guarantee and the Bank
Ordinary Shares to be issued and delivered upon redemption of the Preferred Securities may not be
2

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, the Guarantee and the Bank
Ordinary Shares to be issued and delivered upon redemption 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 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 should be aware that the Preferred Securities may become redeemable by
delivery of Bank Ordinary Shares as described under "Description of the Preferred Securities 
Redemption of Preferred Securities" below and that such purchasers should accordingly be able to
take delivery of Bank Ordinary Shares pursuant to any law or regulation applicable to such
purchaser. None of the Issuer, the Bank and any of the Managers or any of their respective
representatives is making any representation to any purchasers of the Preferred Securities regarding
the legality of an investment in the Preferred Securities or the holding of Bank Ordinary Shares by
such purchaser under the laws and regulations applicable to such purchaser. Each purchaser should
consult with his or her own advisers as to the legal, tax, business, financial and related aspects of a
purchase of the Preferred Securities.
None of the Issuer, the Bank and any of the Managers is providing any advice or recommendation in
this Prospectus on the merits of the purchase, subscription for, or investment in, the Preferred
Securities or the Bank Ordinary Shares or the exercise of any rights conferred by the Preferred
Securities or the Bank Ordinary Shares.
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.
The Preferred Securities are expected to be rated "A3" by Moody's Investors Service ("Moody's"),
"BB" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies Inc.
("S&P") and "BBB" by Fitch Ratings Limited ("Fitch"). A rating is not a recommendation to buy, sell
3

or hold securities and may be subject to revision, suspension or withdrawal at any time by the
assigning rating organisation.
The Preferred Securities will be represented on issue by a single global certificate in registered form
(the "Global Certificate"). On or about the Closing Date, the Global Certificate will be deposited with
a common depositary for, and registered in the name of a nominee of, Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
IN CONNECTION WITH THE ISSUE OF THE PREFERRED SECURITIES, EFG EUROBANK
ERGASIAS S.A. AS STABILISING MANAGER (THE "STABILISING MANAGER") (OR
PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOT
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 THE
STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING
MANAGER) 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. ANY STABILISATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER
(OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
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 25 March 1957), as amended.
4

TABLE OF CONTENTS
Page
OVERVIEW OF THE OFFERING...............................................................................................................6
RISK FACTORS........................................................................................................................................20
DOCUMENTS INCORPORATED BY REFERENCE ...............................................................................31
DESCRIPTION OF THE PREFERRED SECURITIES ..............................................................................33
SUBORDINATED GUARANTEE.............................................................................................................55
REASONS FOR THE OFFER AND USE OF PROCEEDS ........................................................................64
EFG HELLAS FUNDING LIMITED .........................................................................................................65
EFG EUROBANK ERGASIAS S.A...........................................................................................................69
SHARE PRICE HISTORY.........................................................................................................................81
REGULATION AND SUPERVISION OF BANKING IN THE HELLENIC REPUBLIC ..........................82
TAXATION ...............................................................................................................................................86
SUBSCRIPTION AND SALE....................................................................................................................91
GENERAL INFORMATION .....................................................................................................................93
5

OVERVIEW OF THE OFFERING
The following overview is qualified in its entirety by the more detailed information included elsewhere in this
Prospectus.
Capitalised terms used but not defined in this overview 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.
The Issuer is a general finance vehicle of the EFG Group.
Guarantor:
EFG Eurobank Ergasias S.A. (the "Bank"), a public company limited by
shares incorporated under the laws of the Hellenic Republic.
The Bank operates in the retail banking, small and medium-sized
enterprises, 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 Details:
300,000,000 Series D 8.25 per cent. Non-cumulative Guaranteed Non-
voting Exchangeable Preferred Securities each with a par value and a
liquidation preference (the "Liquidation Preference") of 50,000. The
Preferred Securities are perpetual.
Preferred Dividends:
For each Preferred Dividend Period, Preferred Dividends on the
Preferred Securities will be declared by the directors of the Issuer and
paid by the Issuer subject to certain limitations (see "Limitations on
Payments" below).
In respect of each Preferred Dividend Period, the Preferred Securities
will accrue Preferred Dividends at a rate of 8.25 per cent. per annum
which Preferred Dividends will be payable quarterly in arrear, subject as
provided below, on the Preferred Dividend Payment Dates in each year.
Guarantee:
The Bank will guarantee payments and deliveries on the Preferred
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 payable with respect to any Preferred
Security to be redeemed, (d) payments on liquidation of the Issuer, (e)
any Additional Amounts and (f) any delivery of Bank Ordinary Shares to
be delivered upon redemption of the Preferred Securities pursuant to
"Exchange for Bank Ordinary Shares" below.
6

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 satisfying the solvency requirements set out in 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 required to pay, a
Preferred Dividend in the circumstances set out in "Compulsory
Payments" below.
Preferred Dividends non-
If the directors of the Issuer do not declare a Preferred Dividend payable
cumulative:
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",
"Redemption for Tax Reasons",
"Holders' Exchange Option", "Issuer's Exchange Option" and "Free
Float Event or Change of Control Event Redemption" below) and
without affecting the rights of the Holders under the Guarantee, the
7

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 dividend or
other distribution(s) on or in respect of any class of Junior Obligations at
any time then, subject to satisfying the solvency requirements set out in
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 four Preferred Dividend Payment Dates if the
distribution(s) on the Junior Obligations is made in respect of an
annual period;
(b)
payment of 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
(c)
payment of the full amount of the Preferred Dividend payable on
the next Preferred Dividend Payment Date if the distribution on
the Junior Obligations is made in respect of a quarterly period.
Redemption of Junior Obligations
Subject to satisfying the solvency requirements set out in the Law, the
Issuer will be required to declare and make payment of the full amount
of Preferred Dividends payable on 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 Junior Obligations), 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 1-3 and 4(b) to
(e) 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. or as otherwise
defined by the Bank of Greece from time to time; 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.
8

Payment on Preferred Dividend Parity Obligations
If the Bank, the Issuer or any other Subsidiary pays any dividend or
other distribution(s) on or in respect of any class of Preferred Dividend
Parity Obligations at any time then, subject to satisfying the solvency
requirements set out in the Law and to the provisions of "Exceptions to
Compulsory Payments" below, the Issuer will be required to declare and
pay Preferred Dividends on the Preferred Securities as described under
"Payment on Junior Obligations" above except that such payments will
be made on a pro rata basis.
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 satisfying the solvency requirements set out in the Law,
compulsory payments of Preferred Dividends to be made by virtue of
paragraph 4(a) ("Compulsory payment as a result of payment on Junior
Obligations"), 4(b) ("Compulsory payment as a result of redemption of
Junior Obligations") or 4(c) ("Compulsory payment as a result of
payment on Preferred Dividend Parity Obligations") 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 ("Limitations on Payments of Preferred Dividends on
Preferred Securities") 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 the 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 the ordinary share capital
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 any Preferred Dividend
Parity Obligations, the whole of which dividend or other
distribution is mandatory by the terms and conditions of such
Preferred Dividend Parity Obligation or by mandatory operation
of Greek law and cannot be avoided by the Bank, the Issuer or
such other Subsidiary, as the case may be, either at their direct
9

discretion or through prior waiving of payments on other
securities. This paragraph (2) shall include, but not be limited to,
payments on the 200,000,000 Series A CMS-linked Non-
cumulative Guaranteed Non-voting Preferred Securities of the
Issuer triggered by payment on the ordinary share capital of the
Bank in situations where the whole of such payment on such
ordinary share capital is mandatorily required by mandatory
operation of Greek law from time to time.
Any mandatory dividend or other distribution on the ordinary share
capital of the Bank or any dividend or other distribution on any
Preferred Dividend Parity Obligations triggered by a mandatory
payment on the ordinary share capital of the Bank shall be deemed to be
mandatory and unable to be so avoided even if such mandatory payment
on ordinary share capital could be waived, according to Greek law, by a
decision of a shareholders' meeting.
Withholding Tax and
The Preferred Securities will contain a gross up provision in respect of
Additional Amounts:
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 "Limitations on
Payments" above.
Optional Redemption:
The Preferred Securities are redeemable, at the option of the Issuer, in
whole but not in part, on the First Call Date or on the fourth Preferred
Dividend Payment Date falling thereafter or on every fourth Preferred
Dividend Payment Date falling after the preceding date on which the
Preferred Securities were so redeemable (each such date after the First
Call Date a "Subsequent Call Date") at the Optional Redemption Price,
by giving not less than 30 or more than 60 days' notice.
Optional Redemption Price:
50,000 per Preferred Security, plus accrued and unpaid Preferred
Dividends calculated from (and including) the immediately preceding
Preferred Dividend Payment Date (or, if none, the Closing Date) to (but
excluding) the due date for redemption whether or not declared, and any
Additional Amounts remaining unpaid.
Capital Disqualification
If, at any time, a Capital Disqualification Event has occurred and is
Redemption:
continuing, the Preferred Securities will be redeemable, at the option of
the Issuer, in whole but not in part, at any time at the Optional
Redemption Price.
10