Amendment to Terms and Conditions

RNS Number : 6033L

Attica Bank S.A.

27 December 2018

 

Attica Bank S.A.

NOTICE TO THE HOLDERS

Date: 27 December 2018

EUR100,200,000 6.41 per cent. Tier 2 Subordinated Notes due 2028

issued by

Attica Bank S.A.

(the Issuer)

Series No: 8

(the Notes)

The Issuer accepts responsibility for the information contained in this notice.

Notice is hereby given that following the agreement of all Noteholders, the Terms and Conditions relating to the Notes originally issued on 20 December 2018 (the Issue Date) (the Original Terms and Conditions) have been amended with effect from the Issue Date as set out in the Amended Terms and Conditions relating to the Notes dated 27 December 2018 (the Amended Terms and Conditions). The changes are set out in Appendix 1 to this notice and a copy of the Amended Terms and Conditions is set out in Appendix 2.

Terms and conditions defined in the Amended Terms and Conditions used herein shall have the same meanings, except where the context requires otherwise or unless otherwise stated.

Copies of the Prospectus dated 18 December 2018, the Original Terms and Conditions and the Amended Terms and Conditions and this Notice are available free of charge at the offices of the Fiscal and Principal Paying Agent in London below:

Elavon Financial Services DAC, UK Branch

5^th Floor

125 Old Broad Street

London EC2N 1AR

United Kingdom

For further information, please contact:

Attica Bank S.A.

23 Omirou Street

106 72 Athens

Greece

Fax: [phone]

Email: [e-mail]

Attention: Treasury Atticabank

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus is not addressed. Prior to relying on the information contained in the Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.

Your right to access this service is conditional upon complying with the above requirement.

Appendix 1

Changes to the Original Terms and Conditions

The following changes have been made to the Original Terms and Conditions, with effect from the Issue Date:

1.         Condition 3.1 has been deleted in its entirety and replaced with the following:

3.1       Interest Rate and Interest Payment Dates

The Notes bear interest from and including 20 December 2018 (the Issue Date) at the rate of 6.41 per cent. per annum, payable semi‑annually in arrear in equal instalments on 30 June and 31 December in each year (each an Interest Payment Date). The first payment (for the period from and including the Issue Date to but excluding 31 December 2018 and amounting to €193.18 per Note) shall be made on 31 December 2018.  The payment in respect of each period commencing on or after 31 December 2018 (other than for the last period commencing on 30 June 2028) will amount to €3,205 per Note. The last payment (for the period from and including the 30 June 2028 to but excluding 20 December 2028 (the Maturity Date) and amounting to €3,038.16 per Note) shall be made on the Maturity Date.

2.         Condition 3.3 has been deleted in its entirety and replaced with the following:

3.3       Calculation of Broken Interest

When interest is required to be calculated in respect of a period of less than a full six months, it shall be calculated on the basis of Actual/Actual (ISDA), whereby (a) the actual number of days in the period from and including the date from which interest begins to accrue to but excluding the date on which it falls due divided by (b) 365 (or, if any portion of the relevant Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365). The resultant figure is rounded to the nearest cent (half a cent being rounded upwards).

In this Condition 3.3, Interest Period means the period from (and including) an Interest Payment Date (or the Issue Date) to (but excluding) the next (or first) Interest Payment Date or the relevant payment date if the Notes become payable on a date other than an Interest Payment Date.

All other terms and conditions of the Original Terms and Conditions remain unchanged.

Appendix 2

Amended Terms and Conditions

These amended Terms and Conditions dated 27 December 2018 amend and restate the original Terms and Conditions in respect of the Series 8 Notes originally issued on 20 December 2018.

The following is the text of the Conditions of the Notes which (subject to modification) will be endorsed on each Note in definitive form:

The €100,200,000 6.41 per cent. Tier 2 Subordinated Notes due 2028 (the Notes) of Attica Bank S.A. (the Issuer) are issued subject to and with the benefit of an Agency Agreement dated 20 December 2018 (such agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) made between the Issuer, Elavon Financial Services DAC, UK Branch as fiscal agent and principal paying agent (the Fiscal Agent) and the other initial paying agents named in the Agency Agreement (together with the Fiscal Agent, the Paying Agents).  The holders of the Notes (the Noteholders) and the holders of the interest coupons appertaining to the Notes (the Couponholders and the Coupons respectively) are entitled to the benefit of a Deed of Covenant (the Deed of Covenant) dated 20 December 2018 and made by the Issuer.  The original of the Deed of Covenant is held by the Common Safekeeper for Euroclear (as defined below) and Clearstream, Luxembourg (as defined below).

The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Agency Agreement.  Copies of the Agency Agreement and the Deed of Covenant are available for inspection during normal business hours by the Noteholders and Couponholders at the specified office of each of the Paying Agents.  The Noteholders and the Couponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement and the Deed of Covenant applicable to them.  References in these Conditions to the Fiscal Agent and the Paying Agents shall include any successor appointed under the Agency Agreement.

1.         Form, Denomination and Title

1.1       Form and Denomination

The Notes are in bearer form, serially numbered, in the denomination of €100,000 each with Coupons attached on issue.

1.2       Title

Title to the Notes and to the Coupons will pass by delivery.

1.3       Holder Absolute Owner

The Issuer and any Paying Agent will (except as otherwise required by law) deem and treat the bearer of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon) and shall not be required to obtain any proof thereof or as to the identity of such bearer.

2.         Status and Subordination

2.1       Status

The Notes and the Coupons are direct, unsecured and subordinated obligations of the Issuer and rank at all times pari passu, without any preference among themselves.

2.2       Subordination

The claims of the Noteholders will be subordinated to the claims of Senior Creditors of the Issuer (as defined below) in that payments of principal and interest in respect of the Notes (whether in the winding-up, including placement under liquidation in accordance with article 145 of Greek law 4261/2015, as in force, of the Issuer or otherwise) will be conditional upon the Issuer being solvent at the time of payment by the Issuer and in that no principal or interest shall be payable in respect of the Notes (whether in the winding-up, including placement under liquidation in accordance with article 145 of Greek law 4261/2015, as in force, of the Issuer or otherwise) except to the extent that the Issuer could make such payment and still be solvent immediately thereafter. For this purpose, the Issuer shall be considered to be solvent if it can pay principal and interest in respect of the Notes and still be able to pay its outstanding debts to Senior Creditors of the Issuer which are due and payable.

Senior Creditors of the Issuer means creditors of the Issuer (a) who are unsubordinated creditors of the Issuer, or (b) who are subordinated creditors of the Issuer whose claims are expressed to rank in priority to the claims of the Noteholders (whether only in the winding-up, including placement under liquidation in accordance with article 145 of Greek law 4261/2015, as in force, of the Issuer or otherwise).

In the case of dissolution, liquidation, special liquidation and/or bankruptcy (as the case may be and to the extent applicable) of the Issuer, the Noteholders will only be paid by the Issuer after all Senior Creditors of the Issuer have been paid in full and the Noteholders irrevocably waive any right to be treated equally with all unsecured, unsubordinated creditors of the Issuer in such circumstances. Such waiver constitutes a genuine contract benefitting third parties and, according to article 411 of the Greek Civil Code, or, as the case may be, any other equivalent provision of the law applicable to the Notes, creates rights for Senior Creditors.

2.3       No set-off

Subject to applicable law, no Noteholder may exercise or claim any right of set-off in respect of any amount owed to it by the Issuer arising under or in connection with the Notes or thereto, and each Noteholder shall, by virtue of its subscription, purchase or holding of any Notes, be deemed to have waived all such rights of set-off. To the extent that any set-off takes place, whether by operation of law or otherwise, between: (y) any amount owed by the Issuer to a Noteholder arising under or in connection with the Notes; and (z) any amount owed to the Issuer by such Noteholder, such Noteholder will immediately transfer such amount which is set-off to the Issuer or, in the event of its winding up, liquidation or dissolution, the liquidator, administrator or other relevant insolvency official of the Issuer, to be held on trust for the Senior Creditors of the Issuer.

3.         Interest

3.1       Interest Rate and Interest Payment Dates

The Notes bear interest from and including 20 December 2018 (the Issue Date) at the rate of 6.41 per cent. per annum, payable semi‑annually in arrear in equal instalments on 30 June and 31 December in each year (each an Interest Payment Date). The first payment (for the period from and including the Issue Date to but excluding 31 December 2018 and amounting to €193.18 per Note) shall be made on 31 December 2018.  The payment in respect of each period commencing on or after 31 December 2018 (other than for the last period commencing on 30 June 2028) will amount to €3,205 per Note. The last payment (for the period from and including the 30 June 2028 to but excluding 20 December 2028 (the Maturity Date) and amounting to €3,038.16 per Note) shall be made on the Maturity Date.

3.2       Interest Accrual

Each Note will cease to bear interest from and including its due date for redemption unless, upon due presentation, payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment.  In such event, interest will continue to accrue until whichever is the earlier of:

(a)        the date on which all amounts due in respect of such Note have been paid; and

(b)        five days after the date on which the full amount of the moneys payable in respect of such Notes has been received by the Fiscal Agent and notice to that effect has been given to the Noteholders in accordance with Condition 10 (Notices).

3.3       Calculation of Broken Interest

When interest is required to be calculated in respect of a period of less than a full six months, it shall be calculated on the basis of Actual/Actual (ISDA), whereby (a) the actual number of days in the period from and including the date from which interest begins to accrue to but excluding the date on which it falls due divided by (b) 365 (or, if any portion of the relevant Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365). The resultant figure is rounded to the nearest cent (half a cent being rounded upwards).

In this Condition 3.3, Interest Period means the period from (and including) an Interest Payment Date (or the Issue Date) to (but excluding) the next (or first) Interest Payment Date or the relevant payment date if the Notes become payable on a date other than an Interest Payment Date.

4.         Payments

4.1       Payments in respect of Notes

Payments of principal and interest in respect of each Note will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the Note, except that payments of interest due on an Interest Payment Date will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the relevant Coupon, in each case at the specified office outside the United States of any of the Paying Agents.

4.2       Method of Payment

Payments will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by euro cheque.

4.3       Missing Unmatured Coupons

Each Note should be presented for payment together with all relative unmatured Coupons, failing which the full amount of any relative missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the full amount of the missing unmatured Coupon which the amount so paid bears to the total amount due) will be deducted from the amount due for payment.  Each amount so deducted will be paid in the manner mentioned above against presentation and surrender (or, in the case of part payment only, endorsement) of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 6 (Taxation)) in respect of the relevant Note (whether or not the Coupon would otherwise have become void pursuant to Condition 7 (Prescription)) or, if later, five years after the date on which the Coupon would have become due, but not thereafter.

4.4       Payments subject to applicable laws

Payments in respect of principal and interest on the Notes are subject in all cases to any fiscal or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Condition 6 (Taxation).

4.5       Payment only on a Presentation Date

A holder shall be entitled to present a Note or Coupon for payment only on a Presentation Date and shall not, except as provided in Condition 3 (Interest), be entitled to any further interest or other payment if a Presentation Date is after the due date.

Presentation Date means a day which (subject to Condition 7 (Prescription)):

(a)        is or falls after the relevant due date;

(b)        is a Business Day in the place of the specified office of the Paying Agent at which the Note or Coupon is presented for payment; and

(c)        in the case of payment by credit or transfer to a euro account as referred to above, is a TARGET2 Settlement Day.

In this Condition, Business Day means, in relation to any place, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in that place and TARGET2 Settlement Day means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System is open.

4.6       Initial Paying Agents

The names of the initial Paying Agents and their initial specified offices are set out at the end of these Conditions.  The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that:

(a)        there will at all times be a Fiscal Agent;

(b)        so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be at least one Paying Agent (which may be the Fiscal Agent) having a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; and

(c)        there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.

Notice of any variation, termination, appointment and/or of any changes in specified offices will be given to the Noteholders promptly by the Issuer in accordance with Condition 10 (Notices).

5.         Redemption and Purchase

5.1       Redemption at Maturity

Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal amount on 20 December 2028.

5.2       Redemption for Taxation Reasons

If as a result of any change in, or amendment to, the laws, regulations or rulings of the Hellenic Republic or of any political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in the application or official interpretation or administration of any such laws, regulations or rulings which change becomes effective on or after the Issue Date:

(a)        on the next Interest Payment Date the Issuer would be required to pay additional amounts as provided or referred to in Condition 6 (Taxation); or

(b)        interest payments under or with respect to the Notes are no longer (partly or fully) deductible by the Issuer for tax purposes in the Hellenic Republic,

the Issuer may at its option (subject to Condition 5.7 (Conditions to Redemption and Purchase)), having given not less than 30 nor more than 60 days' notice to the Noteholders in accordance with Condition 10 (Notices) (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount together with accrued interest (if any) thereon to but excluding the date of redemption, provided that, in the case of (a) above, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts, were a payment in respect of the Notes then due. 

Any redemption of the Notes in accordance with this Condition 5.2 is subject, in each case, to the Issuer demonstrating to the satisfaction of the Relevant Regulator that such change in tax treatment of the Notes is material and was not reasonably foreseeable at the time of their issuance.

For the purposes of these Conditions:

Relevant Regulator means the Bank of Greece or such other body (including without limitation the European Central Bank) or authority having primary supervisory authority with respect to the Issuer and/or the Group.

5.3       Redemption Following the Occurrence of a Capital Disqualification Event

If a Capital Disqualification Event has occurred and is continuing, the Issuer may (subject to Condition 5.7 (Conditions to Redemption and Purchase)), at its option having given no less than 30 nor more than 60 days' notice to the Noteholders in accordance with Condition 10 (Notices) (which notice shall be irrevocable), redeem all (but not some only) of the outstanding Notes at their principal amount, together with accrued interest (if any) thereon to but excluding the date for redemption.

For the purposes of these Conditions:

BRRD means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended or replaced from time to time.

A Capital Disqualification Event will occur if at any time, on or after the Issue Date, there is a change in the regulatory classification of the Notes that results or would be likely to result in (i) the exclusion of the Notes in whole or, to the extent not prohibited by the Capital Regulations, in part from the Tier 2 Capital of the Issuer and/or the Group; and/or (ii) their reclassification, in whole or, to the extent not prohibited by the Capital Regulations, in part, as a lower quality form of regulatory capital of the Issuer and/or the Group, in each case other than where such exclusion or reclassification is only the result of any applicable limitation on such capital and provided (x) the Relevant Regulator considers that such change in the regulatory classification of the Notes is sufficiently certain and (y) the Issuer demonstrates to the satisfaction of the Relevant Regulator that such change in the regulatory reclassification of the Notes was not reasonably foreseeable at the time of their issuance. For the avoidance of doubt, any amortisation of the Notes pursuant to Article 64 of the Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms amending Regulation (EU) No. 648/2012, (or any equivalent or successor provision) shall not comprise a Capital Disqualification Event.

Capital Regulations means at any time the laws, regulations, requirements, guidelines and policies relating to capital adequacy, resolution and/or solvency applicable to the Issuer including, without limitation to the generality of the foregoing, the BRRD, CRD IV and those laws, regulations, requirements, guidelines and policies of the Relevant Regulator relating to capital adequacy, resolution and/or solvency of credit institutions then in effect in the Hellenic Republic (whether or not such requirements, guidelines or policies have the force of law and whether or not they are applied generally or specifically to the Issuer and/or the Group).

CRD IV means any or any combination of the CRD IV Directive, the CRR and any CRD IV Implementing Measures, all as amended or supplemented.

CRD IV Directive means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013, as amended or replaced from time to time.

CRD IV Implementing Measures means any regulatory capital rules implementing the CRD IV Directive or the CRR which may from time to time be introduced, including, but not limited to, delegated or implementing acts (regulatory technical standards) adopted by the European Commission, national laws and regulations, and regulations and guidelines issued by the Relevant Regulator, the European Banking Authority or any other relevant authority, which are applicable to the Issuer (on a stand-alone basis) or the Group (on a consolidated basis) and which prescribe the requirements to be fulfilled by financial instruments for inclusion in the regulatory capital of the Issuer (on a stand-alone or consolidated basis).

CRR means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on the prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012, as amended or replaced from time to time.

Group means the Issuer and its subsidiaries and subsidiary undertakings from time to time.

Tier 2 Capital has the meaning given to it by the Relevant Regulator from time to time.

5.4       Redemption at the Option of the Issuer

The Issuer may, (subject to Condition 5.7 (Conditions to Redemption and Purchase)) having given:

(a)        not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 10 (Notices); and

(b)        notice to the Fiscal Agent not less than 15 days before the giving of the notice referred to in (a);

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all  (but not some only) of the Notes, on 20 December 2023 or any date thereafter at their principal amount together with interest accrued (if any) thereon to but excluding the date of redemption.

5.5       Purchases

The Issuer or any of its Subsidiaries may (subject to Condition 5.7 (Conditions to Redemption and Purchase)) at any time from and including 20 December 2023 purchase Notes (provided that all unmatured Coupons appertaining to the Notes are purchased with the Notes) in the open market or otherwise and at any price.  Notes may be held, reissued or, at the option of the Issuer, surrendered to any Paying Agent for cancellation.

For the purposes of these Conditions:

Subsidiary means in relation to any person (the first person) at any particular time, any other person (the second person):

(a)        whose affairs and policies the first person controls or has power to control, whether by ownership or share capital, contract, the power to appoint or remove members of the governing body of the second person or otherwise; or

(b)        whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first person.

5.6       Cancellations

All unmatured Notes and Coupons redeemed or purchased and surrendered to any Paying Agent for cancellation will be cancelled forthwith and may not be reissued or resold.

5.7       Conditions to Redemption and Purchase

(a)        Any redemption or purchase of Notes in accordance with Conditions 5.2, 5.3, 5.4 or 5.5 above is subject to:

(i)         the Issuer giving notice to the Relevant Regulator and the Relevant Regulator granting permission to redeem or purchase the Notes (in each case to the extent, and in the manner, required by the Capital Regulations); and

(ii)        compliance by the Issuer with any alternative or additional pre-conditions to redemption or purchase, as applicable, set out in the Capital Regulations, for the time being.

To the extent required by the Capital Regulations, any modification of these Conditions, the Deed of Covenant or the Notes (as the case may be), or substitution of the Issuer as principal debtor under the Coupons, the Deed of Covenant, the Agency Agreement, (to the extent applicable) the Noteholders' Agency Agreement or the Notes (as the case may be), in each case pursuant to Condition 12 (Substitution), will only be permitted if the Issuer has first given notice to the Relevant Regulator of such modification or substitution (as the case may be), and the Relevant Regulator has not objected to such modification or substitution (as the case may be).

For the avoidance of doubt, the Capital Regulations currently include the requirements outlined in Articles 63, 77 and 78 of the CRR, as well as Article 1(a) of Greek law 3723/2008 added through paragraph 1 of article 80 of Greek law 4484/2017.

5.8       Notices Final

Upon the expiry of any notice as is referred to in paragraph 5.2, 5.3 or 5.4 above the Issuer shall be bound to redeem the Notes to which the notice refers in accordance with the terms of such paragraph.

6.         Taxation

6.1       Payment without Withholding

All amounts of interest payable by or on behalf of the Issuer in respect of the Notes and the Coupons will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Hellenic Republic or any political subdivision thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, the Issuer will pay such additional amounts as may be necessary in order that the net amounts received by the Noteholder after such withholding or deduction shall equal the respective amounts which would have been receivable by such Noteholder in the absence of such withholding or deduction; except that no such additional amounts shall be payable in relation to any payment in respect of any Note or Coupon:

(i)         the holder of which is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with the Hellenic Republic other than the mere holding of such Note or Coupon; or

(ii)        presented for payment by or on behalf of, a person who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon who would not be liable or subject to such withholding or deduction if he were to make a declaration of non-residence or other similar claim for exemption but fails to do so; or

(iii)       presented for payment more than thirty days after the Relevant Date, except to the extent that the relevant Noteholder would have been entitled to such additional amounts on presenting the same for payment on such thirtieth day assuming that day to have been a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the place of presentation of the relevant Notes or, as the case may be, Coupon; or

(iv)       presented for payment in the Hellenic Republic.

6.2       Interpretation

(a)        For the purposes of these Conditions, the Relevant Date means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Fiscal Agent on or prior to such due date, it means the first date on which, the full amount of such moneys having been so received and being available for payment to Noteholders, notice to that effect shall have been duly given to the Noteholders in accordance with Condition 10 (Notices).

(b)        If the Issuer becomes subject generally at any time to any taxing jurisdiction other than or in addition to the Hellenic Republic references in Condition 5.2 (Redemption for Taxation Reasons) and Condition 6.1 (Payment without Withholding) to those jurisdictions shall be construed as references to the Hellenic Republic and/or to such other jurisdiction(s).

6.3       Additional Amounts

Any reference in these Conditions to any amounts in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition.

7.         Prescription

Notes and Coupons will become void unless presented for payment within periods of 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date in respect of the Notes or, as the case may be, the Coupons, subject to the provisions of Condition 4 (Payments).

8.         Winding Up

If, otherwise than for the purposes of a reconstruction or amalgamation on terms previously approved by Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders, an order is made or an effective resolution is passed for the winding-up of the Issuer, including the placement of the Issuer under liquidation in accordance with article 145 of Greek law 4261/2014, any Noteholder may, by written notice to the Fiscal Agent (a Subordinated Default Event), declare such Note to be due and payable whereupon the same shall become immediately due and payable at its principal amount together (if appropriate) with accrued interest (if any) to (but excluding) the date of redemption unless such Subordinated Default Event shall have been remedied prior to receipt of such notice by the Fiscal Agent.

9.         Replacement of Notes and Coupons

Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Fiscal Agent upon payment by the claimant of the expenses incurred in connection with the replacement and on such terms as to evidence and indemnity as the Issuer may reasonably require.  Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.

10.       Notices

10.1     Notices to the Noteholders

All notices to the Noteholders will be valid if published in a leading English language daily newspaper published in London.  It is expected that publication in a newspaper will normally be made in the Financial Times.  The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are for the time being listed.  Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers.

10.2     Notices from the Noteholders

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together with the relative Note or Notes, with the Fiscal Agent or, if the Notes are held in a clearing system, may be given through the clearing system in accordance with its standard rules and procedures.

11.       Meetings of Noteholders and Modification

11.1     Meetings of Noteholders

The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the modification by Extraordinary Resolution of any of these Conditions or any of the provisions of the Agency Agreement.  The quorum at any meeting for passing an Extraordinary Resolution will be one or more persons present holding or representing more than 50 per cent. in principal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons present whatever the principal amount of the Notes held or represented by him or them, except that at any meeting the business of which includes any matter defined in the Agency Agreement as a Basic Terms Modification, including the modification of certain of these Conditions (including the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes, altering the currency of payment of the Notes, altering the provisions of Condition 2 (Status and Subordination) or altering the provisions of Condition 8 (Winding Up)), the necessary quorum for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds, or at any adjourned meeting not less than one-third, of the principal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in principal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Fiscal Agent) by or on behalf of the holders of not less than three-fourths in principal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders.  An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

11.2     Modification

The Fiscal Agent, and the Issuer may agree, without the consent of the Noteholders or Couponholders, to:

(a)        any modification of, the Notes, the Coupons or any of the provisions of the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of the law, or

(b)        any modification (except a Basic Terms Modification (being a matter in respect of which an increased quorum is required as mentioned above)) of the Notes, the Coupons or the Agency Agreement which is not prejudicial to the interests of the Noteholders. 

Any modification shall be binding on the Noteholders and the Couponholders and, unless the Fiscal Agent agrees otherwise, any modification shall be notified by the Issuer to the Noteholders as soon as practicable thereafter in accordance with Condition 10 (Notices).

11.3     Condition to Modification

Any modification pursuant to Condition 11.1 (Meetings of Noteholders) or 11.2 (Modification) above, is subject to Condition 5.7 (Conditions to Redemption and Purchase).

12.       Substitution

12.1     Conditions Precedent to Substitution

Subject to Condition 5.7 (Conditions to Redemption and Purchase), the Issuer may, without the consent of the Noteholders, be replaced and substituted by any other body corporate as principal debtor (the Substituted Debtor) in respect of the Notes provided that:

(a)        a deed poll in or substantially in the form scheduled to the Agency Agreement and such other documents (if any) shall be executed by the Substituted Debtor as may be necessary to give full effect to the substitution (together the Documents) and (without limiting the generality of the foregoing) pursuant to which the Substituted Debtor shall undertake in favour of each Noteholder to be bound by the Conditions of the Notes and the provisions of the Agency Agreement, the Deed of Covenant and the Noteholders' Agency Agreement (as defined below) as fully as if the Substituted Debtor had been named in the Notes and the Agency Agreement, the Deed of Covenant and the Noteholders' Agency Agreement as the principal debtor in respect of the Notes in place of the Issuer (or any previous substitute) and pursuant to which the Issuer shall irrevocably and unconditionally guarantee (subject to the subordination provision set out in Condition 2.2 (Subordination)) in favour of each Noteholder the payment of all sums payable by the Substituted Debtor as such principal debtor substantially in the form of the guarantee contained in the deed poll;

(b)        without prejudice to the generality of subparagraph 12.1(a) above, where the Substituted Debtor is incorporated, domiciled or resident for taxation purposes in a territory other than the Hellenic Republic, the Documents shall contain a covenant by the Substituted Debtor and/or such other provisions as may be necessary to ensure that each Noteholder has the benefit of a covenant in terms corresponding to the provisions of Condition 6 (Taxation) with the substitution for the references to the Hellenic Republic of references to the territory or territories in which the Substituted Debtor is incorporated, domiciled and/or resident for taxation purposes;

(c)        the Documents shall contain a warranty and representation by the Substituted Debtor and the Issuer (i) that each of the Substituted Debtor and the Issuer has obtained all necessary governmental and regulatory approvals and consents for such substitution and for the giving by the Issuer of a guarantee in respect of the obligations of the Substituted Debtor and for the performance by each of the Substituted Debtor and the Issuer of its obligations under the Documents and that all such approvals and consents are in full force and effect and (ii) that the obligations assumed by each of the Substituted Debtor and the Issuer under the Documents are all legal, valid and binding in accordance with their respective terms;

(d)        each stock exchange on which the Notes are listed shall have confirmed that following the proposed substitution of the Substituted Debtor the Notes will continue to be listed on such stock exchange;

(e)        the Substituted Debtor shall have delivered to the Fiscal Agent or procured the delivery to the Fiscal Agent of a legal opinion from a leading firm of lawyers in the jurisdiction of the Substituted Debtor to the effect that the documents constitute legal, valid and binding obligations of the Substituted Debtor, such opinion to be dated not more than seven days prior to the date of the substitution of the Substituted Debtor for the Issuer and to be available for inspection during normal business hours by Noteholders at the specified office of the Fiscal Agent;

(f)        the Issuer shall have delivered to the Fiscal Agent or procured the delivery to the Fiscal Agent of a legal opinion from a leading firm of lawyers in the Hellenic Republic to the effect that the Documents (including the guarantee given by the Issuer in respect of the Substituted Debtor) constitute legal, valid and binding obligations of the Issuer, such opinion to be dated not more than seven days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection during normal business hours by Noteholders at the specified office of the Fiscal Agent;

(g)        the Issuer shall have delivered to the Fiscal Agent or procured the delivery to the Fiscal Agent of a legal opinion from a leading firm of English lawyers to the effect that the Documents (including the guarantee given by the Issuer in respect of the Substituted Debtor) constitute legal, valid and binding obligations of the parties thereto under English law, such opinion to be dated not more than seven days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection during normal business hours by Noteholders at the specified office of the Fiscal Agent; and

(h)        the Substituted Debtor shall have appointed the process agent appointed by the Issuer in Condition 15 (Governing Law and Submission to Jurisdiction) or another person with an office in England as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Notes.

12.2     Assumption by Substitute Debtor

Upon execution of the Documents as referred to in Condition 12.1 above, the Substituted Debtor shall be deemed to be named in the Notes as the principal debtor in place of the Issuer (or of any previous substitute under these provisions) and the Notes shall thereupon be deemed to be amended to give effect to the substitution.  The execution of the Documents shall operate to release the Issuer as issuer (or such previous substitute as aforesaid) from all of its obligations as principal debtor in respect of the Notes.

12.3     Deposit of Documents

The Documents shall be deposited with and held by the Fiscal Agent for so long as any Note remains outstanding and for so long as any claim made against the Substituted Debtor or the Issuer by any Noteholder in relation to the Notes or the Documents shall not have been finally adjudicated, settled or discharged.  The Substituted Debtor and the Issuer shall acknowledge in the Documents the right of every Noteholder to production of the Documents for the enforcement of any of the Notes or the Documents.

12.4     Notice of Substitution

Not less than 15 days after execution of the Documents, the Substituted Debtor shall give notice thereof to the Noteholders in accordance with Condition 10 (Notices).

13.       Noteholders' Agent

The Issuer has appointed a Noteholders' Agent by way of a written contract (the Noteholders' Agency Agreement) and in accordance with the provisions of Greek law 3156/2003.

The Noteholders' Agent is a Credit Institution authorised to offer in the Hellenic Republic the regulated ancillary service of safekeeping and administration of financial instruments for the account of clients, including custodianship and related services, as listed in Section B of Annex I of Greek Law 4514/2018 implementing into Greek law Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (MiFID II).

The Noteholders' Agent shall inter alia:

(i)         represent the interests of the Noteholders vis-à-vis the Issuer and any third parties;

(ii)        co-operate with Euroclear or Clearstream, Luxembourg, for the registration of the interests of the Noteholders in the accounts of Euroclear and/or Clearstream, Luxembourg;

(iii)       represent, in accordance with the provisions of Greek law 3156/2003, the Noteholders before the competent courts, in relation to matters concerning the Notes; and

(iv)       generally perform any other duties and obligations, as set in Greek law 3156/2003 and these Conditions.

The meetings of the Noteholders shall be entitled to vary or terminate the appointment of or replace the Noteholders' Agent in accordance with the provisions of Greek law 3156/2003 and these Conditions.

14.       Acknowledgement of Statutory Loss Absorption Powers

Notwithstanding and to the exclusion of any other term of the Notes or any other agreements, arrangements or understanding between any of the parties thereto, or between the Issuer and the Noteholders (which, for the purposes of this Condition 14 (Acknowledgement of Statutory Loss Absorption Powers) includes each holder of a beneficial interest in the Notes), each Noteholder by its purchase of the Notes will be deemed to acknowledge, accept and agree, that any liability arising under the Notes may be subject to the exercise of Statutory Loss Absorption Powers by the Relevant Resolution Authority and acknowledges, accepts, consents to and agrees to be bound by:

(i)         the effect of the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority, which exercise (without limitation) may include and result in any of the following, or a combination thereof:

(A)       the reduction of all, or a portion, of the Relevant Amounts in respect of the Notes;

(B)       the conversion of all, or a portion, of the Relevant Amounts in respect of the Notes into shares, other securities or other obligations of the Issuer or another person, and the issue to or conferral on the Noteholder of such shares, securities or obligations, including by means of an amendment, modification or variation of the terms of the Notes;

(C)       the cancellation of the Notes, or the Relevant Amounts in respect of the Notes; and

(D)       the amendment or alteration of the maturity date of the Notes or the amendment of the amount of interest payable on the Notes, or the date on which interest becomes payable, including by suspending payment for a temporary period; and

(ii)        the variation of the terms of the Notes, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority.

Relevant Amounts means the outstanding principal amount of the Notes, together with any accrued but unpaid interest and additional amounts due on the Notes pursuant to Condition 6 (Taxation). References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of any Statutory Loss Absorptions Powers by the Relevant Resolution Authority.

Relevant Resolution Authority means the resolution authority with the ability to exercise any Statutory Loss Absorption Powers in relation to the Issuer.

Statutory Loss Absorption Powers means any write-down, conversion, transfer, modification, suspension or similar or related power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements applicable to the Issuer, relating to (i) the transposition of the BRRD and (ii) the instruments, rules and standards created thereunder, pursuant to which any obligation of the Issuer (or any affiliate of the Issuer can be reduced, cancelled, modified, or converted into shares, other securities or other obligations of the Issuer, or any other person (or suspended for a temporary period).

15.       Governing Law and Submission To Jurisdiction

15.1     Governing Law

The Agency Agreement, the Deed of Covenant, the Notes (except for Condition 2 (Status and Subordination), Condition 13 (Noteholders' Agent) and Condition 14 (Acknowledgement of Statutory Loss Absorption Powers)), the Coupons and any non-contractual obligations arising out of or in connection with the Agency Agreement, the Deed of Covenant or the Notes and the Coupons are governed by, and construed in accordance with English law. Condition 2 (Status and Subordination), Condition 13 (Noteholders' Agent) and Condition 14 (Acknowledgement of Statutory Loss Absorption Powers) are governed by, and shall be construed in accordance with, the laws of the Hellenic Republic and, in the case of Condition 13 (Noteholders' Agent), Regulation No. 575/2013 of the European Parliament and of the Council of 26 June 2013.

15.2     Submission to Jurisdiction

(a)        Subject to Condition 15.2(c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Notes or the Coupons, including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with the Notes and/or the Coupons (a Dispute) and each of the Issuer and any Noteholders and Couponholders in relation to any Dispute submits to the exclusive jurisdiction of the English courts.

(b)        For the purposes of this Condition, the Issuer waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

(c)        To the extent allowed by law, the Noteholders and the Couponholders may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions.

15.3     Appointment of Process Agent

The Issuer irrevocably appoints Protopapas Solicitors at its registered office at Queens House, 180 Tottenham Court Road,  London W1T 7PD, United Kingdom as its agent for service of process in any proceedings before the English courts in relation to any Dispute and agrees that, in the event of Protopapas Solicitors being unable or unwilling for any reason so to act, it will immediately appoint another person as its agent for service of process in England in respect of any Dispute.  The Issuer agrees that failure by a process agent to notify it of any process will not invalidate service.  Nothing in this Condition shall affect the right to serve process in any other manner permitted by law.

15.4     Other Documents

The Issuer has in the Agency Agreement and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent in England for service of process, in terms substantially similar to those set out above.

16.       Rights of Third Parties

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

 

END

 

 

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