Obligation Alpha Bank S.A 2.5% ( XS1762980065 ) en EUR

Alpha Bank S.A

98.88 % ▼

Grece

XS1762980065 ( en EUR )

2.5% par an ( paiement annuel )

04/02/2023 - Obligation échue

Prospectus brochure de l'obligation Alpha Bank S.A XS1762980065 en EUR 2.5%, échue

100 000 EUR

500 000 000 EUR

L'Obligation émise par Alpha Bank S.A ( Grece ) , en EUR, avec le code ISIN XS1762980065, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/02/2023

BASE PROSPECTUS

ALPHA BANK A.E.
(incorporated with limited liability in the Hellenic Republic)
8 billion Direct Issuance Global Covered Bond Programme
Under this 8 billion direct issuance global covered bond programme (the Programme), Alpha Bank A.E. (the Issuer) may from time to time issue
bonds (the Covered Bonds) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). Covered Bonds
may be issued in bearer or registered form.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 on prospectuses for securities (the Prospectus Act 2005) to approve this document as a base prospectus (the
Base Prospectus). The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base
Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the
Luxembourg Stock Exchange for Covered Bonds issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's
regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. This document comprises a base prospectus for the
purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such
amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive) but is not a base
prospectus for the purposes of Section 12(a)(2) or any other provision of or rule under the Securities Act.
References in this Base Prospectus to Covered Bonds being listed and all related references shall mean that such Covered Bonds have been admitted
to trading on the Luxembourg Stock Exchange's regulated market and are intended to be listed on the Official List of the Luxembourg Stock
Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the 2014/65/EU (as
amended, MiFID II).
The Programme also permits Covered Bonds to be issued on the basis that they will be admitted to listing, trading and/or quotation by any competent
authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities,
stock exchanges and/or quotation systems as may be agreed between the Issuer, the Trustee (as defined below), the Arrangers (as defined below) and
the relevant Dealer(s). The Issuer may also issue unlisted Covered Bonds and/or Covered Bonds not admitted to trading on any regulated or
unregulated market.
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed 8 billion (or its
equivalent in other currencies calculated as described in the Programme Agreement), subject to increase as described herein. The payment of all
amounts due in respect of the Covered Bonds will constitute direct and unconditional obligations of the Issuer, in addition to having recourse to assets
comprising the cover pool (the Cover Pool).
The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme" and
any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an on-going basis (each
a Dealer and together the Dealers). References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Covered Bonds being
(or intended to be) subscribed by more than one Dealer, be to the lead manager of such issue and, in relation to an issue of Covered Bonds subscribed
by one Dealer, be to such Dealer.
Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds
and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Covered Bonds") of Covered
Bonds will be set out in a final terms document (the Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to Covered
Bonds to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Issuer has been rated Caa1 (long-term) and NP (short-term) by Moody's Investors Cyprus Limited, B- (long-term) and B (short-term) by Standard
and Poor's Credit Market Services Italy, Srl (S&P) and CCC+ (long term) and C (short-term) rating by Fitch Ratings Limited. Each of Moody's,
S&P and Fitch is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation).
As such each of Moody's, S&P and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority
on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Covered Bonds
issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Covered
Bonds is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the
relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.
Amounts payable under the Covered Bonds may be calculated by reference to one of LIBOR and EURIBOR as specified in the relevant Final Terms.
As at the date of this Base Prospectus, the administrators of LIBOR (ICE Benchmark Administration Limited) and EURIBOR (European Money
Markets Institute) are included in European Securities and Markets Authority's (ESMA) register and the administrator of EURIBOR is not included
in the ESMA's register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmarks Regulation).
Investing in Covered Bonds issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the
Issuer to fulfil its obligations in respect of the Covered Bonds are discussed under "Risk Factors" below. Please review and consider the risk
factors beginning on page 7 of this Base Prospectus carefully before you purchase any Covered Bonds.
Arrangers
Barclays and Alpha Bank A.E.

Dealer(s)
Barclays, Barclays Bank Ireland PLC and Alpha Bank A.E.
(or to be selected from time to time in accordance with the terms of the Programme Agreement)
The date of this Base Prospectus is 11 July 2019

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

3

of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been most
recently supplemented, or that any other information supplied in connection with the Programme is correct at
any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same. None of the Arrangers or the Dealers shall be responsible for, any matter which is the
subject of, any statement, representation, warranty or covenant of the Issuer contained in the Covered Bonds
or any Transaction Documents, or any other agreement or document relating to the Covered Bonds or any
Transaction Document, or for the execution, legality, effectiveness, adequacy, genuineness, validity,
enforceability or admissibility in evidence thereof.

The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Covered Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuer, and each of the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of Covered Bonds and on the distribution of this Base Prospectus or any Final Terms and
other offering material relating to the Covered Bonds, see "Subscription and Sale". In particular, Covered
Bonds have not been and will not be registered under the United States Securities Act of 1933 (as amended)
(the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, Covered
Bonds may not be offered, sold or delivered within the United States or to U.S. persons. Covered Bonds
may be offered and sold outside the United States in reliance on Regulation S under the Securities Act
(Regulation S).
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Covered Bonds
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Covered Bonds 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 European Economic Area (EEA) . For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (as amended
or superseded, the Insurance Mediation 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 Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or
selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Covered Bonds will include a legend entitled "MiFID II product governance" which will outline the target
market assessment in respect of the Covered Bonds and which channels for distribution of the Covered
Bonds are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (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 Covered Bonds
(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 Covered Bonds is a manufacturer in respect of such Covered Bonds, but
otherwise neither the Arranger nor the Dealer(s) nor any of their respective affiliates will be a manufacturer
for the purpose of the MiFID Product Governance Rules.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Covered Bonds and should not be considered as a recommendation by the Issuer, the
Arrangers, the Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should
subscribe for or purchase any Covered Bonds. Each recipient of this Base Prospectus or any Final Terms

4

shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of
the Issuer.
Each investor contemplating investing in any Covered Bond should: (i) determine for itself the relevance of
the information contained in (including incorporated by reference into) this Base Prospectus, (ii) make its
own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and such Covered Bonds and (iii) make its own determination of the
suitability of any such investment in light of its own circumstances, with particular reference to its own
investment objectives and experience, and any other factors that are relevant to it in connection with such
investment, in each case, based upon such investigation as it deems necessary.
The maximum aggregate principal amount of Covered Bonds outstanding at any one time under the
Programme will not exceed 8 billion (and for this purpose, the principal amount outstanding of any
Covered Bonds denominated in another currency shall be converted into euro at the date of the agreement to
issue such Covered Bonds (calculated in accordance with the provisions of the Programme Agreement)).
The maximum aggregate principal amount of Covered Bonds which may be outstanding at any one time
under the Programme may be increased from time to time, subject to compliance with the relevant provisions
of the Programme Agreement (as defined under "Subscription and Sale").
In this Base Prospectus, unless otherwise specified, references to a Member State are references to a
Member State of the European Economic Area, references to , EUR or euro are to the currency introduced
at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing
the European Community as amended.
In this Base Prospectus, all references to Greece or to the Greek State are to the Hellenic Republic.
This Base Prospectus has been prepared on the basis that any offer of Covered Bonds in any Member State
of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant
Member State) must be made pursuant to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for offers of Covered Bonds.
Accordingly any person making or intending to make an offer to the public of Covered Bonds in that
Relevant Member State, may only do so in circumstances in which no obligation arises for the Issuer, the
Arrangers or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such
offer to the public. Neither the Issuer, the Arrangers nor any Dealer has authorised, nor do they authorise,
the making of any offer of Covered Bonds in circumstances in which an obligation arises for the Issuer, the
Arrangers or any Dealer to publish or supplement a prospectus for such offer to the public.
In connection with the issue of any Series of Covered Bonds, the Dealer or Dealers (if any) named as
the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the
applicable Final Terms may over allot Covered Bonds or effect transactions with a view to supporting
the market price of the Covered Bonds at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the relevant Series of Covered
Bonds is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche of Covered Bonds and 60 days after the date of the
allotment of the relevant Tranche of Covered Bonds. Any stabilisation or over allotment must be
conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation
Manager(s)) in accordance with all applicable laws and rules.

5

TABLE OF CONTENTS
Page
Risk Factors ........................................................................................................................................................ 7
General Description of the Programme ............................................................................................................ 58
Documents Incorporated by Reference ............................................................................................................ 87
Terms and Conditions of the Covered Bonds ................................................................................................... 90
Forms of the Covered Bonds .......................................................................................................................... 130
Applicable Final Terms .................................................................................................................................. 134
Insolvency of the Issuer .................................................................................................................................. 147
Use of Proceeds .............................................................................................................................................. 148
Overview of the Greek Covered Bond Legislation ........................................................................................ 149
The Issuer and the Group ............................................................................................................................... 153
Business of the Group .................................................................................................................................... 160
Risk Management ........................................................................................................................................... 175
Directors and Management ............................................................................................................................ 188
Selected Consolidated Financial Information of the Group ........................................................................... 202
Alternative Performance Measures ................................................................................................................ 204
Overview of the Banking Services Sector in Greece ..................................................................................... 207
The Mortgage and Housing Market in Greece ............................................................................................... 209
Regulation and Supervision of Banks in Greece ............................................................................................ 214
Description of the Transaction Documents .................................................................................................... 275
Taxation .......................................................................................................................................................... 295
Subscription and Sale ..................................................................................................................................... 300
General Information ....................................................................................................................................... 305
Index ............................................................................................................................................................... 308

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RISK FACTORS
In purchasing Covered Bonds, investors assume the risk that the Issuer may become insolvent or otherwise
be unable to make all payments due in respect of the Covered Bonds. There is a wide range of factors which
individually or together could result in the Issuer becoming unable to make all payments due in respect of
the Covered Bonds. It is not possible to identify all such factors or to determine which factors are most
likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently
deems not to be material may become material as a result of the occurrence of events outside the Issuer's
control. The Issuer has identified in this Base Prospectus a number of factors which could materially
adversely affect its business and ability to make payments due under the Covered Bonds.
In addition, factors which are material for the purpose of assessing the market risks associated with Covered
Bonds issued under the Programme are also described below.
Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus
and reach their own views prior to making an investment decision. Words and expressions defined in the
"Terms and Conditions of the Covered Bonds" below or elsewhere in this Prospectus have the same
meanings in this section. Investing in the Covered Bonds involves certain risks. Prospective investors
should consider, among other things, the following:
Factors that may affect the Issuer's ability to fulfil its obligations under Covered Bonds issued under
the Programme
Risks Relating to the Hellenic Republic Economic Crisis
Uncertainty resulting from the Hellenic Republic's financial and economic crisis has had and is likely to
continue to have a significant adverse impact on the Group's business
The development of the Group's assets, business, results of operations, financial condition and prospects
depends on the macroeconomic and political conditions in Greece. As of 31 December 2018, 86.5 per cent.
of the Group's total net loans and advances to customers 87.3 per cent. of the net interest income were
derived from operations in the Hellenic Republic and as at 31 December 2018 the loans, investment
securities and derivative financial assets less derivative financial liabilities to the Greek public sector
amounted to 5.0 billion.
Greece experienced an unprecedented financial crisis from 2008 to 2016. During this period, the Hellenic
Republic has faced significant pressure on its public finances and has committed to certain substantial
structural measures intended to restore competitiveness and promote economic growth in the country, as part
of the adjustment programmes, agreed initially with the International Monetary Fund (IMF), the European
Union (EU) and the European Central Bank (ECB and together with the IMF and the EU, the Institutions)
and in 2015 with the Institutions and the European Stability Mechanism (ESM) (such programmes are
referred to as the Stabilisation Programmes).
Under the first two Stabilisation Programmes the Hellenic Republic received 141.8 billion in loans from the
European Financial Stability Fund between 2012 and 2015 (the EFSF). Further, from 2010 to 2012 the
Hellenic Republic had received 59 billion in bilateral loans under the so-called Greek Loan Facility from
Euro Area Member States (Source: ESM Press Release 20 August 2018).
The first two Stabilisation Programmes, however, failed to stabilize the Greek economy, notwithstanding the
reforms and measures implemented thereunder, although during 2014 the economic indicators had showed
signs of improvement.

7

However, in 2015 uncertainty over the Greek economy and the implementation of the second Stabilisation
Programme, resulting from the prolonged negotiations between the new government and the Institutions,
reappeared. Late in June 2015, a bank holiday was declared in the Greek banking sector for three weeks and
capital movement restrictions were imposed because of further deterioration of the financial situation in
Greece and liquidity shortfall in the Greek banking system. These were caused by the expiration of the
second Stabilisation Programme), a payment default by the Greek Government under its IMF facility and the
failure of the Greek government to reach an agreement with the IMF and the rest of the Eurozone members
for a third Stabilisation Programme.
In August 2015 and following prolonged negotiations, the Greek Government managed to reach an
agreement with the EU and the ECB, with input from the IMF, for a Stabilisation Programme of
approximately 86 billion granted by the ESM (the ESM Program).
The impact of the implementation of the ESM Program on the Greek economy contributed to the decrease of
uncertainty and the stabilisation of private sector deposit withdrawals, resulting also to the gradual relaxation
of the capital movement restrictions. Thus, after eight years of recession, the economic and business
environment in Greece began to improve in 2017. Additionally, the Gross Domestic Product (GDP, in
constant prices) increased further in 2017, despite the tighter-than-initially-expected fiscal conditions.
Moreover, on 23 January 2017, the respective boards of directors of the ESM and the EFSF formally adopted
rules on short-term debt relief measures for Greece. These measures aimed to reduce interest rate risk for
Greece, including by changing some debt rates from floating to fixed, and to make the burden of debt
repayment easier. As part of these measures the ESM and the EFSF, in collaboration with the Hellenic
Republic, launched an exchange programme for the four systemic Greek banks, under which the 42.7
billion EFSF notes that have been previously applied through the Hellenic Financial Stability Fund (HFSF)
for the recapitalisation and resolution of Greek credit institutions, were exchanged for long term newly
issued ESM notes and ultimately cash in 2017. During the period of 2017 and under this agreement, the
Issuer exchanged floating rate bonds of nominal value 2,522 million issued by EFSF, with equal in nominal
value bonds, of fixed coupon, issued by EFSF, with a maturity of 30 years. Out of them, EFSF repurchased
bonds at a nominal value of 2,349 million whilst a remaining bond with a nominal value of 173 million
was classified as available for sale which was repurchased by EFSF in January 2018. As at 31 December
2018 the book value of such bonds stood at 0.
In August of 2018 the Hellenic Republic concluded the ESM Program with a successful exit. This followed
the disbursement of 61.9 billion by the ESM over three years in the context of the ESM Program in support
of macroeconomic adjustment and bank recapitalization in 2015. The remaining 24.1 billion available
under the maximum 86 billion program volume was not needed (Source: ESM Press release 20 August
2018).
No fourth Stabilisation Programme was requested by the Hellenic Republic. Nevertheless, as part of the
post-Stabilization Programmes period, the Hellenic Republic made specific policy commitments to complete
key structural reforms initiated under the ESM Program, against agreed deadlines and made a general
commitment to continue the implementation of all key reforms adopted under the ESM Program. These
include commitments to achieve demanding fiscal targets such as primary budget surplus, 3.5 per cent. of
GDP in 2018-2022 and 2.2 per cent. of GDP, on average for longer term.
These commitments were made against Eurogoup's agreement to implement certain medium- and long-term
debt relief measures (which were in addition to the aforesaid short-term measures), namely

The abolition of the step-up interest rate margin related to the debt buy-back tranche of the second
Stabilisation Programme as of 2018;

8

The use of 2014 Securities Market Programme (SMP) profits from the ESM segregated account and
the restoration of the transfer of the Agreement on Net Financial Assets (ANFA) and SMP income
equivalent amounts to the Hellenic Republic; and

A further deferral of EFSF interest and amortization by 10 years and an extension of the maximum
weighted average maturity by 10 years, respecting the program authorized amount (Source:
Eurogroup statement on Greece of 22 June 2018).
The implementation of these measures was approved by the EFSF Board of Directors on 22 November 2018.
On 11 July 2018 the European Commission activated the Enhanced Surveillance procedure for monitoring
the implementation of the aforesaid commitments by the Hellenic Republic. Two Enhanced Surveillance
reports have been published by the European Commission on the Hellenic Republic so far. On 3 April 2019,
the European Commission adopted an update of the second Enhanced Surveillance Report detailing progress
in implementing policy commitments and concluding that Greece had taken the necessary actions to achieve
all specific reform commitments expected for end-2018 (Source: European Commission press release 3 April
2019). On 5 June 2019 the Commission published its third Enhanced Surveillance Report.
With respect to liquidity, by the end of the ESM Program, the Hellenic Republic created a sizeable cash
buffer, while increasing its liquidity through the issuance of government bonds (Source: ESM, Press Release,
6 August 2018). Following the continued fiscal over performance in 2018 since Greece overachieved the
agreed primary surplus target of 3.5 per cent. of GDP in 2018 (Source: European Commission third
Enhanced Surveillance Report 5 June 2019) and the issuances of a 5-year and a 10-year Greek Government
bond (GGB) in the first quarter of 2019, that raised 5.0 billion cumulatively, the Hellenic Republic's cash
buffer stood high at 24.3 billion at the end of March, while if including the cash reserves of general
government entities already on the treasury single account, the reserves reached 33.7 billion, which is
sufficient to cover, if necessary, sovereign financing needs until 2022, assuming the achievement of the
medium-term fiscal targets, even without additional issuance of GGBs (Sources: ESM, Conclusion of ESM
programme for Greece: an overview, 20 August 2018, European Commission, Enhanced Surveillance Report
- Greece, June 2019, Public Debt Management Agency, Announcement on the issuance of 5-year bond, 1
February 2019 and Announcement on the issuance of 10-year bond, 5 March 2019 and NBG Economic
Analysis estimates).
However, notwithstanding the issuance of GGB by the Hellenic Republic in the markets, potential delays in
the completion of remaining reforms adopted under the ESM Programme and the rest of the commitments of
the Hellenic Republic vis-à-vis the Eurogroup, could impact on the markets' assessment of the risks
surrounding the creditworthiness of the Hellenic Republic and, therefore, create uncertainty regarding its
capacity to maintain a continuous access to market financing. Such a development could, in turn, have a
material adverse impact on the Issuer's liquidity position, business, results of operations, financial condition
or prospects.
Moreover, notwithstanding the successful implementation and completion of the ESM Program, the Greek
economy may not achieve the sustained and robust growth that is necessary to ease the financial constraints
of the country and improve conditions for foreign direct investment. Further, despite the recent improvement
of macroeconomic trends, economic activity and prospects in the Hellenic Republic remains subject to
downside risks in view of the very gradual improvement in household disposable income, the vulnerable
financial position of a number of business entities and tight liquidity conditions. A continued depression in
the Greek economy will have a significant material adverse effect on the Issuer's business, financial
condition, results of operations and prospects.

9

Recessionary pressures in Greece stemming from the Greek Stabilisation Programmes have had and may
continue to have an adverse effect on the Issuer's business
The Group's business activities are dependent on the level of banking, finance and financial products and
services offered, as well as customers' capacity to repay their liabilities. The levels of savings and credit
demand are heavily dependent on customer confidence, employment trends and the availability and cost of
funding.
During the period between 2008 and 2014 the decline in GDP in Greece resulted in significantly reduced
disposable income, spending and debt repayment capacity of the Greek private sector. A protracted period
of financial recession in the Hellenic Republic has materially and adversely affected the liquidity, business
activity and financial conditions of borrowers, which in turn led to further increases in non-performing loans
(NPLs), impairment charges on the Issuer's loans and other financial assets and decreased demand for
borrowings in general and increased deposit outflows.
During 2014 the economic indicators showed signs of improvement. However, in 2015 uncertainty over the
Greek economy and the implementation of the Stabilisation Programmes, resulting from the prolonged
negotiations between the new government and the Institutions, reappeared. The loss of confidence
exacerbated the economic sentiment indicators and private sector financing conditions, causing a significant
outflow of deposits in the Greek banking sector of approximately 37 billion from 31 December 2014 to
31 December 2015 (Source: Bank of Greece).
In the current economic environment, especially following the June 2015 bank holiday and imposition of
capital movement restrictions, loan portfolios have declined and may continue to decline, leaving only a
limited number of high credit quality customers. Additionally, the Issuer's NPL ratio (defined as NPLs
divided by total loans and advances to customers before impairment at the end of the period), which stood at
34.9 per cent. as of 31 December 2017, although decreasing to 33.5 per cent. as of 31 December 2018, still is
very high compared to EU average. The decline in loan portfolios, in combination with a significant NPL
ratio, may result in decreased net interest income, and this could have a material adverse effect on the
Issuer's business, financial condition, results of operations and prospects.
As of June 2016 the Bank of Greece applies a definition of non-performing exposures based on the EBA
Standards in order to monitor the exposures of Greek banks (NPEs), coupled with specific key performance
indicators. The Group's NP ratio amounted to 48.9 per cent. as of 31 December 2018 compared to 51.7 per
cent. as of 2017.
The Issuer has implemented a troubled assets management objective to reduce NPL/NPE volume, as
described in more detail under "Business of the Alpha Bank Group - Other Activities NPL Management".
The successful implementation of the Issuer's strategy is affected by a number of external and systemic
factors that include, among others, the following, and there is no guarantee such a programme will be
effective:

electronic auctions to support liquidations and serve as a credible enforcement threat to borrowers;

the reform of the out of court workout (OCW) framework which provides an electronic platform
where a quick and effective debt extrajudicial settlement or restructuring can be achieved for
businesses

criminal law protection for bank officials involved in debt restructuring as long as they follow due
process;

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