EMPORIKI GROUP FINANCE PLC (Incorporated with Limited Liability in England and Wales) As Issuer and EMPORIKI BANK of GREECE S.A

PROSPECTUS

EMPORIKI GROUP FINANCE PLC (incorporated with limited liability in England and Wales) as Issuer and EMPORIKI BANK OF GREECE S.A. (incorporated with limited liability in the Hellenic Republic) as Issuer and Guarantor

EUR 3,000,000,000 Euro Medium Term Note Programme

Under this EUR 3,000,000,000 Euro Medium Term Note Programme (the ‘‘Programme’’), each of Emporiki Group Finance PLC (‘‘Emporiki PLC’’) and Emporiki Bank of Greece S.A. acting through its Issuing Branch (as specified in the applicable Final Terms (as defined below)) (‘‘Emporiki Bank’’ or the ‘‘Bank’’, Emporiki PLC and Emporiki Bank each an ‘‘Issuer’’ and together the ‘‘Issuers’’) may from time to time issue notes (the ‘‘Notes’’) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). Notes may be issued as unsubordinated obligations (‘‘Senior Notes’’) or dated subordinated obligations (‘‘Dated Subordinated Notes’’) of the relevant Issuer. Notes issued by Emporiki PLC will be guaranteed by Emporiki Bank (the ‘‘Guarantor’’). In relation to each issue of Notes by Emporiki PLC, the branch through which Emporiki Bank is acting for such issue will be specified in the applicable Final Terms (as defined below). In relation to each issue of Notes by Emporiki Bank, the branch through which Emporiki Bank is acting for such issue will be specified in the applicable Final Terms. 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 to approve this document as two base prospectuses, a base prospectus for the issuance of Notes under the Programme by Emporiki PLC and a base prospectus for the issuance of Notes under the Programme by Emporiki Bank. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer and the relevant Dealer. Each Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see ‘‘Risk Factors’’ below on page 13.

Arranger MORGAN STANLEY

Dealers ABN AMRO ALPHA BANK BANC OF AMERICA SECURITIES CALYON CORPORATE AND INVESTMENT LIMITED BANK CREDIT SUISSE DEUTSCHE BANK EFG EUROBANK ERGASIAS S.A. JPMORGAN MERRILL LYNCH INTERNATIONAL MORGAN STANLEY NATIONAL BANK OF GREECE NOMURA INTERNATIONAL UBS INVESTMENT BANK UNICREDIT GROUP (HVB)

22 November 2006 TABLE OF CONTENTS

Page Important Notices ...... 3 Documents Incorporated by Reference ...... 5 Summary of the Programme ...... 7 Risk Factors ...... 13 General Description ...... 20 Forms of the Notes ...... 21 Terms and Conditions of the Notes...... 25 Form of Final Terms ...... 50 Summary of Provisions Relating to the Notes while in Global Form ...... 61 Description of Emporiki PLC...... 63 Description of Emporiki Bank ...... 66 Taxation ...... 93 Subscription and Sale ...... 98 General Information ...... 101

2 IMPORTANT NOTICES

This Prospectus comprises two base prospectuses, a base prospectus for the issuance of Notes under the Programme by Emporiki PLC and a base prospectus for the issuance of Notes under the Programme by Emporiki Bank. Each base prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’). Emporiki PLC and Emporiki Bank (together, the ‘‘Responsible Persons’’) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of Emporiki PLC and Emporiki Bank (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to a¡ect the import of such information. In relation to each Tranche (as de¢ned under ‘‘Terms and Conditions of the Notes’’), the aggregate nominal amount of the Notes of such Tranche, the interest (if any) payable in respect of the Notes of such Tranche, the issue price and any other terms and conditions not contained herein which are applicable to such Tranche will be set out in a ¢nal terms document (the ‘‘Final Terms’’) which, with respect to Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market or o¡ered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus, will be delivered to the CSSF before the date of issue of the Notes of such Tranche. Copies of each Final Terms relating to Notes which are admitted to trading on the Luxembourg Stock Exchange’s regulated market or o¡ered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu) and, free of charge, at the registered o⁄ce of the relevant Issuer. This Prospectus should be read and construed together with any supplements hereto and with any other documents incorporated by reference herein and, in relation to any Tranche of Notes, should be read and construed together with the relevant Final Terms. No person is or has been authorised by the Issuers or the Dealers to give any information or to make any representation not contained in or not consistent with this Prospectus as a whole or any information supplied by Emporiki PLC and Emporiki Bank in connection with the Programme or any Notes and, if given or made, such information or representation should not be relied upon as having been authorised by Emporiki PLC and Emporiki Bank or any Dealer. No representation or warranty is made or implied by the Dealers or any of their respective a⁄liates, and neither the Dealers nor any of their respective a⁄liates makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus. Neither the delivery of this Prospectus or any Final Terms nor the o¡ering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Prospectus is true subsequent to the date hereof or the date upon which this Prospectus has been most recently supplemented or that there has been no material adverse change in the prospects of Emporiki PLC or Emporiki Bank since the date thereof or, if later, the date upon which this Prospectus has been most recently amended or 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 di¡erent, the date indicated in the document containing the same. The distribution of this Prospectus and any Final Terms and the o¡ering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes are required by Emporiki PLC, Emporiki Bank and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on o¡ers, sales and deliveries of Notes and on the distribution of this Prospectus or any Final Terms and other o¡ering material relating to the Notes, see ‘‘Subscription and Sale’’. In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), and are subject to US tax law requirements. Subject to certain exceptions, Notes may not be o¡ered, sold or delivered within the United States or to US persons (see ‘‘Subscription and Sale’’). In addition, no action has been taken by Emporiki PLC, Emporiki Bank or the Dealers which would permit a public o¡ering of any Notes outside Luxembourg or distribution of this Prospectus in any jurisdiction where action for that purpose is required.

3 Neither this Prospectus nor any Final Terms constitutes an o¡er or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by Emporiki PLC, Emporiki Bank, the Dealers or any of them that any recipient of this Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Prospectus and/or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (¢nancial or otherwise) of the relevant Issuer and the Bank (if applicable). The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the Programme will not exceed EUR 3,000,000,000 (and the maximum aggregate principal amount of Notes issued by Emporiki Bank and outstanding at any time under the Programme will not exceed EUR 2,000,000,000) and for this purpose, any Notes denominated in another currency shall be translated into euros at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealer Agreement). The maximum aggregate principal amount of Notes which may be outstanding and guaranteed at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement as de¢ned under ‘‘Subscription and Sale’’. Notes issued under the Programme may be rated or unrated, as speci¢ed in the applicable Final Terms. 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. In this Prospectus, all references to ‘‘Greece’’ or to the ‘‘Greek State’’ refer to the Hellenic Republic. In this Prospectus, unless otherwise speci¢ed, references to ‘‘EUR’’ or ‘‘euro’’ are to the single 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. Certain ¢gures included in this Prospectus have been subject to rounding adjustments; accordingly, ¢gures shown for the same category presented in di¡erent tables may vary slightly and ¢gures shown as totals in certain tables may not be an arithmetic aggregation of the ¢gures which precede them. In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes (provided that, in the case of any Tranche of Notes to be admitted to trading on a regulated market in the European Economic Area, the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant Tranche) or e¡ect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a 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 o¡er of the relevant Tranche of Notes 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 relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.

4 DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have previously been published or are published simultaneously with this Prospectus and have been ¢led with the CSSF, shall be incorporated in, and form part of, this Prospectus: (1) the audited consolidated annual ¢nancial statements of Emporiki Bank for the ¢nancial year ended 31 December 2004, as set out on pages 36 to 38 of Emporiki Bank’s 2004 Annual Report, including: (a) pro¢t and loss account (page 38); (b) balance sheet (pages 36 to 37); (c) accounting policies and explanatory notes (page 37); and (d) auditors’ report (page 39); (2) the audited consolidated annual ¢nancial statements of Emporiki Bank for the ¢nancial year ended 31 December 2005, including: (a) income statement (page 5); (b) balance sheet (page 6); (c) cash£ow statement (page 8); (d) accounting policies and explanatory notes (pages 9-58); and (e) auditors’ report (page 4); (3) the unaudited consolidated ¢nancial statements of Emporiki Bank for the six months ended 30 June 2006, including: (a) income statement (page 4); (b) balance sheet (page 5); (c) cash£ow statement (page 7); and (d) accounting policies and explanatory notes (pages 8-25); (4) the unaudited consolidated ¢nancial statements of Emporiki Bank for the nine months ended 30 September 2006, including: (a) income statement (page 3); (b) balance sheet (page 4); (c) cash£ow statement (page 6); and (d) accounting policies and explanatory notes (pages 7-24); (5) the audited non-consolidated annual ¢nancial statements of Emporiki PLC for the period ended 31 December 2004, including: (a) pro¢t and loss account (page 5); (b) balance sheet (page 6); (c) accounting policies and explanatory notes (pages 7-12); and (d) auditors’ report (page 4); (6) the audited non-consolidated annual ¢nancial statements of Emporiki PLC for the ¢nancial year ended 31 December 2005, including: (a) pro¢t and loss account (page 7); (b) balance sheet (page 8); (c) cash£ow statement (page 9); (d) accounting policies and explanatory notes (pages 10-19); and (e) auditors’ report (page 6);

5 (7) the unaudited non-consolidated ¢nancial statements of Emporiki PLC for the six months ended 30 June 2006, including: (a) balance sheet; and (b) pro¢t and loss account; and (8) the reporting accountants’ report (in accordance with SIR (Standards for Investment Reporting) 2000) with respect to the state of a¡airs and pro¢ts, cash-£ows and statements of changes in equity of Emporiki PLC for the period ended 31 December 2004 and the year ended 31 December 2005. Any information contained in the documents incorporated by reference above and not listed above, is given for the purposes of information only. Following the publication of this Prospectus a supplement may be prepared by the relevant Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise) , be deemed to modify or supersede statements contained in this Prospectus or in a document which is incorporated by reference in this Prospectus. Any statement so modi¢ed or superseded shall not, except as so modi¢ed or superseded, constitute a part of this Prospectus. Emporiki PLC and Emporiki Bank will, in the event of any signi¢cant new factor, material mistake or inaccuracy relating to the information included in this Prospectus which is capable of a¡ecting the assessment of any Notes, prepare a supplement to this Prospectus or publish a new base prospectus for use in connection with any subsequent issue of Notes. Furthermore, each of Emporiki PLC and Emporiki Bank has undertaken, in connection with the listing of the Notes on the Luxembourg Stock Exchange, that if there shall occur any material adverse change in the prospects of Emporiki PLC or, as the case may be, Emporiki Bank, or any change in the information set out under ‘‘Terms and Conditions of the Notes’’, that is material in the context of issuance under the Programme, Emporiki PLC or Emporiki Bank, as applicable, will prepare or procure the preparation of a supplement to this Prospectus or, as the case may be, publish a new base prospectus, for use in connection with any subsequent issue by either Issuer of Notes to be listed on the Luxembourg Stock Exchange. Copies of documents incorporated by reference in this Prospectus can be obtained from the Luxembourg Stock Exchange’s website (www.bourse.lu) and, free of charge, from the registered o⁄ce of each of Emporiki PLC and Emporiki Bank.

6 SUMMARY OF THE PROGRAMME

The following is a brief summary only and should be read in conjunction with the rest of this document and, in relation to any Notes, in conjunction with the relevant Final Terms and, to the extent applicable, the Terms and Conditions of the Notes set out herein. Any decision to invest in any Notes should be based on a consideration of this Prospectus as a whole, including the documents incorporated by reference, by any investor. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area, no civil liability will attach to the Responsible Persons in any such Member State in respect of this Summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to information contained in this Prospectus is brought before a court in a Member State of the European Economic Area, the claimant may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated. Words and expressions de¢ned in ‘‘Forms of the Notes’’ or ‘‘Terms and Conditions of the Notes’’ below shall have the same meanings in this summary.

Information relating to the Issuers and the Guarantor Issuers: Emporiki Group Finance PLC, incorporated under the laws of England on 23 February 2004 as a public limited company with number 05052675. The registered o⁄ce of Emporiki PLC is at 4 London Wall Buildings (4th £oor), Blom¢eld Street, London EC2M 5NT. Emporiki Bank of Greece S.A., acting through its Issuing Branch (as speci¢ed in the applicable Final Terms), a company limited by shares (socie¤ te¤ anonyme) under Greek law. It is subject to regulation and supervision by the Bank of Greece and the Ministry of Development under Greek banking, company and accounting law. The Bank’s registered o⁄ce is at 11 Sophocleous Street, Athens 10235, Greece. Guarantor: Emporiki Bank of Greece S.A., acting through its Guaranteeing Branch (as speci¢ed in the applicable Final Terms (as de¢ned below)). Business of Emporiki Group Emporiki PLC operates as a ¢nancing vehicle for Emporiki Bank and Finance PLC: its subsidiaries (the ‘‘Group’’). Except in connection with the establishment of the Programme, Emporiki PLC has not engaged in any activities since its incorporation. Business of Emporiki Bank of The Group o¡ers a wide range of banking, capital markets, treasury Greece S.A.: and advisory services, insurance and other ¢nancial services to private, corporate and institutional clients in Greece and abroad. Emporiki Bank operates a network that includes 376 branches and 708 ATMs in Greece plus telephone and electronic banking channels. Internationally the Group is present in the United Kingdom (through Emporiki Bank’s London Branch), Germany, Cyprus, Romania, Bulgaria, and Albania.

Information relating to the Programme Arranger: Morgan Stanley & Co. International Limited. Dealers: ABN AMRO Bank N.V., Alpha Bank A.E., Banc of America Securities Limited, Bayerische Hypo- und Vereinsbank AG, CALYON, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, EFG Eurobank Ergasias S.A., J.P. Morgan Securities Ltd., Merrill Lynch International, Morgan Stanley & Co. International Limited, National Bank of Greece S.A., Nomura

7 International plc and UBS Limited and any other Dealer appointed from time to time by Emporiki PLC and Emporiki Bank either generally in respect of the Programme or in relation to a particular Tranche of Notes. Fiscal Agent: Deutsche Bank AG, London Branch. Registrar: Deutsche Bank Luxembourg S.A. Luxembourg Listing Agent: Deutsche Bank Luxembourg S.A. Listing, admission to trading and Application has been made to the CSSF to approve this document as approval: two base prospectuses, a base prospectus for the issuance of Notes under the Programme by Emporiki PLC and a base prospectus for the issuance of Notes under the Programme by Emporiki Bank. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC. Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the relevant Issuer and the relevant Dealer in relation to the Tranche. Notes which are neither listed nor admitted to trading on any market may also be issued. The applicable Final Terms will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets. Clearing Systems: Euroclear Bank SA/NV (‘‘Euroclear’’) and/or Clearstream Banking socie¤ te¤ anonyme (‘‘Clearstream, Luxembourg’’) and/or, in relation to any Tranche of Notes, any other clearing system as may be speci¢ed in the relevant Final Terms. Initial Programme Amount: Up to EUR 3,000,000,000 (or its equivalent in other currencies) aggregate principal amount of Notes outstanding and guaranteed at any one time. Method of Distribution: Notes will be issued on a syndicated or non-syndicated basis. Notes will be issued in Series. Each Series may comprise one or more Tranches issued on di¡erent issue dates. The Notes of each Series will all be subject to identical terms, except that the issue date and the amount of the ¢rst payment of interest may be di¡erent in respect of di¡erent Tranches. The Notes of each Tranche will all be subject to identical terms in all respects save that a Tranche may comprise Notes of di¡erent denominations. Final Terms: Each Tranche will be the subject of a Final Terms document which, for the purposes of that Tranche only, completes the Terms and Conditions of the Notes and this Prospectus and must be read in conjunction with this Prospectus. The terms and conditions applicable to any particular Tranche of Notes are the Terms and Conditions of the Notes as amended and/or replaced by the relevant Final Terms. Forms of Notes: Notes may be issued in bearer or in registered form (‘‘Bearer Notes’’ and ‘‘Registered Notes’’, respectively). Each Tranche of Bearer Notes will initially be in the form of either a Temporary Global Note or a Permanent Global Note, in each case as

8 speci¢ed in the relevant Final Terms. Each Global Note will be deposited on or around the relevant issue date with a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system. Each Temporary Global Note will be exchangeable for a Permanent Global Note or, if so speci¢ed in the relevant Final Terms, for De¢nitive Notes. If the TEFRA D Rules are speci¢ed in the relevant Final Terms as applicable, certi¢cation as to non-US bene¢cial ownership will be a condition precedent to any exchange of an interest in a Temporary Global Note or receipt of any payment of interest in respect of a Temporary Global Note. Each Permanent Global Note will be exchangeable for De¢nitive Notes in accordance with its terms. De¢nitive Notes will, if interest-bearing, have Coupons attached and, if appropriate, a Talon for further Coupons. Registered Notes held in Euroclear or Clearstream, Luxembourg (or any other relevant clearing system) will be represented by a global Registered Note in the name of a nominee for, and deposited with, a common depositary for Euroclear or Clearstream, Luxembourg (or such other clearing system). The global Registered Note will become exchangeable in accordance with its terms, for individual registered Note certi¢cation. Currencies: Notes may be denominated in any currency or currencies, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. Payments in respect of Notes may, subject to such compliance, be made in and/or linked to, any currency or currencies other than the currency in which such Notes are denominated. Status of the Notes: Notes may be issued on a senior (‘‘Senior Notes’’) or subordinated (‘‘Dated Subordinated Notes’’) basis as speci¢ed in the relevant Final Terms. Status of the Senior Notes: The Senior Notes will constitute direct, unconditional, unsubordinated and (subject to the negative pledge) unsecured obligations of the relevant Issuer and will rank pari passu without any preference among themselves and at least pari passu with all other present and future unsecured (subject as aforesaid) and unsubordinated obligations of such Issuer (other than those preferred by mandatory provisions of law). Status of the Dated Subordinated The Dated Subordinated Notes will constitute direct, unsecured and Notes: subordinated obligations of the relevant Issuer and will rank at all times pari passu among themselves, as further described in Condition 6. Status of the Guarantee: Notes issued by Emporiki PLC will be unconditionally and irrevocably guaranteed by Emporiki Bank, acting through the Guaranteeing Branch (as speci¢ed in the relevant Final Terms) pursuant to a Deed of Guarantee dated 22 November 2006 (the ‘‘Guarantee’’). Senior Notes issued by Emporiki PLC will have the bene¢t of a senior guarantee and Dated Subordinated Notes issued by Emporiki PLC will have the bene¢t of a subordinated guarantee (all as further described in Condition 6). Issue Price: Notes may be issued at any price and either on a fully or partly paid basis, as speci¢ed in the relevant Final Terms. Maturities: Such maturities as may be agreed between the relevant Issuer and the relevant Dealer and as indicated in the relevant Final Terms, subject to such minimum or maximum maturities as may be allowed or required

9 from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Issuer or currency of the relevant Notes. Dated Subordinated Notes must have a maturity date falling at least ¢ve years after the Issue Date of such Dated Subordinated Notes. In the case of Notes issued by Emporiki PLC, any Notes having a maturity of less than one year must (a) have a minimum redemption value of »100,000 (or its equivalent in other currencies) and be issued only to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses or (b) be issued in other circumstances which do not constitute a contravention of section 19 of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) by Emporiki PLC. Redemption: Notes may be redeemable at par or at such other Redemption Amount (detailed in a formula, index or otherwise) as may be speci¢ed in the relevant Final Terms. Notes may also be redeemable in two or more instalments on such dates and in such manner as may be speci¢ed in the relevant Final Terms. Optional Redemption: Notes may be redeemed before their stated maturity at the option of the relevant Issuer (either in whole or in part) and/or the Noteholders to the extent (if at all) speci¢ed in the relevant Final Terms except that Dated Subordinated Notes may only be so redeemed with the prior consent of the Bank of Greece. Tax Redemption: Except as described in ‘‘Optional Redemption’’ above, early redemption will only be permitted for tax reasons as described in Condition 12(b) (Redemption and Purchase ç Redemption for tax reasons) (and subject, in the case of Dated Subordinated Notes, to the prior consent of the Bank of Greece having been obtained). Interest: Notes may be interest-bearing or non-interest bearing. Interest (if any) may accrue at a ¢xed rate or a £oating rate or other variable rate or be index-linked and the method of calculating interest may vary between the issue date and the maturity date of the relevant Series. Denominations: Notes will be issued in such denominations as may be speci¢ed in the relevant Final Terms, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. The minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or o¡ered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be EUR 1,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). Negative Pledge: The Senior Notes will have the bene¢t of a negative pledge as described in Condition 7 (Negative Pledge). There will be no negative pledge provision relating to the Dated Subordinated Notes. Cross Default: The Senior Notes will have the bene¢t of a cross default as described in Condition 16 (Events of Default).

10 The Dated Subordinated Notes will not have the bene¢t of a cross default provision. Taxation: All payments in respect of Notes will be made free and clear of withholding taxes of the United Kingdom (in the case of Emporiki PLC), or the Hellenic Republic and the jurisdiction of the branch through which Emporiki Bank is issuing or guaranteeing Notes (in the case of Emporiki Bank), or in each case, any political subdivision therein or any authority therein or thereof having power to tax, unless the withholding is required or by law. In that event, the relevant Issuer (and, if applicable, the Guarantor) will (subject as provided in Condition 15 (Taxation)) pay such additional amounts as will result in the Noteholders receiving such amounts as they would have received in respect of such Notes had no such withholding been required. Redenomination: In respect of any Tranche of Notes, if the country of the Speci¢ed Currency becomes or, announces its intention to become, a Participating Member State, the Notes may be redenominated in euro in accordance with Condition 24 (Redenomination, Renominalisation and Reconventioning) if so speci¢ed in the relevant Final Terms. Governing Law: The Notes and the Guarantee (other than Condition 6 when Dated Subordinated Notes are issued by Emporiki Bank and Condition 6 and Clause 4.8 of the Guarantee when Dated Subordinated Notes are issued by Emporiki PLC) will be governed by and construed in accordance with English law. Condition 6 (when Dated Subordinated Notes are issued by Emporiki Bank) and Condition 6 and Clause 4.8 of the Guarantee (when Dated Subordinated Notes are issued by Emporiki PLC) will be governed by and construed in accordance with Greek law. Condition 28 will be governed by and construed in accordance with Greek law. Enforcement of Notes in Global In the case of Notes in global form, holders of interests in such Notes in Form: global form will become entitled to proceed directly against the relevant Issuer on the basis of statements of account provided by Euroclear and/or Clearstream, Luxembourg on and subject to the terms of a deed of covenant dated 22 November 2006 (the ‘‘Deed of Covenant’’), a copy of which will be available for inspection at the speci¢ed O⁄ce of the Fiscal Agent. Selling Restrictions: For a description of certain restrictions on o¡ers, sales and deliveries of Notes and on the distribution of o¡ering material in the United States of America, the European Economic Area, the United Kingdom, the Hellenic Republic and Japan, see ‘‘Subscription and Sale’’ below.

Information relating to Risk Factors Risk Factors: There are certain factors that may a¡ect (i) Emporiki PLC’s ability to ful¢l its obligations under Notes issued by it and (ii) certain factors that may a¡ect Emporiki Bank’s ability to ful¢l its obligations under either (a) Notes issued by it or (b) the Guarantee. These are set out under ‘‘Risk Factors’’ below and include the fact that Emporiki PLC acts as a ¢nance vehicle for Emporiki Bank. The risk factors relating to Emporiki Bank are also set out under ‘‘Risk Factors’’ below and include exposure to credit risk and market risk. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme (see ‘‘Risk Factors’’).

11 Use of Proceeds: The net proceeds of the issue of each Tranche of Notes will be applied by the relevant Issuer to meet the general ¢nancing requirements of the Group. If in respect of any particular issue, there is a particular identi¢ed use of proceeds, this will be stated in the applicable Final Terms.

12 RISK FACTORS

Each of Emporiki PLC and Emporiki Bank believes that the following factors may a¡ect the ability of the relevant Issuer to ful¢l its obligations under Notes issued by it under the Programme and the ability of the Guarantor to ful¢l its obligations under the Guarantee in respect of Notes issued by Emporiki PLC. All of these factors are contingencies which may or may not occur and neither Emporiki PLC nor Emporiki Bank is in a position to express a view on the likelihood of any such contingency occurring. Factors which Emporiki PLC and Emporiki Bank believe may be material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. Each of Emporiki PLC and Emporiki Bank believes that the factors described below represent the principal risks inherent in investing in any Notes issued under the Programme, but the inability of the relevant Issuer or the Guarantor, as the case may be, to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons and neither Emporiki PLC nor Emporiki Bank represents that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision. Capitalised terms used herein and not otherwise de¢ned shall bear the meanings ascribed to them in ‘‘Terms and Conditions of the Notes’’ below.

Factors that may a¡ect Emporiki PLC’s ability to ful¢l its obligations under Notes issued by it under the Programme Emporiki PLC is a ¢nance vehicle whose principal purpose is to raise debt to be deposited with Emporiki Bank or other members of the Group. Accordingly, Emporiki PLC has no trading assets and does not generate trading income. Notes issued by it under the Programme are guaranteed on a subordinated or an unsubordinated basis, as speci¢ed in the applicable Final Terms, pursuant to the Guarantee. Accordingly, if Emporiki Bank’s ¢nancial condition was to deteriorate, Emporiki PLC and investors in the Notes may su¡er direct and materially adverse consequences.

Factors that may a¡ect Emporiki Bank’s ability to ful¢l its obligations under either (i) Notes issued by it under the Programme or (ii) the Guarantee Economic Activity in Greece Emporiki Bank’s business activities are dependent on the level of banking, ¢nance and ¢nancial services required by its customers. In particular, levels of borrowing are heavily dependent on customer con¢dence, employment trends, the state of the economy and market interest rates at the time. As Emporiki Bank currently conducts the majority of its business in Greece, its performance is in£uenced by the level and cyclical nature of business activity in Greece, which is in turn a¡ected by both domestic and international economic and political events. There can be no assurance that a weakening in the Greek economy will not have a material e¡ect on Emporiki Bank’s future results.

Risks Related to Emporiki Bank’s Business As a result of its business activities, Emporiki Bank is exposed to a variety of risks, the most signi¢cant of which are credit risk, market risk, operational risk and liquidity risk. Failure to control these risks could result in material adverse e¡ects on Emporiki Bank’s ¢nancial performance and reputation.

Credit Risk Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of Emporiki Bank’s businesses. Adverse changes in the credit quality of Emporiki Bank’s borrowers and counterparties or a general deterioration in the Greek, US or global economic conditions, or arising from systematic risks in the ¢nancial systems, could a¡ect the recoverability and value of its assets and require an increase in Emporiki Bank’s provision for bad and doubtful debts and other provisions.

13 Market Risk The most signi¢cant market risks Emporiki Bank faces are interest rate, foreign exchange and bond and equity price risks. Changes in interest rate levels, yield curves and spreads may a¡ect the interest rate margin realised between lending and borrowing costs. Changes in currency rates a¡ect the value of assets and liabilities denominated in foreign currencies and may a¡ect income from foreign exchange dealing. The performance of ¢nancial markets may cause changes in the value of Emporiki Bank’s investment and trading portfolios. Emporiki Bank has implemented risk management methods to mitigate and control these and other market risks to which Emporiki Bank is exposed and exposures are constantly measured and monitored. However, it is di⁄cult to predict with accuracy changes in economic or market conditions and to anticipate the e¡ects that such changes could have on Emporiki Bank’s ¢nancial performance and business operations.

Operational Risk Emporiki Bank’s businesses are dependent on the ability to process a very large number of transactions e⁄ciently and accurately. Operational risk and losses can result from fraud, errors by employees, failure to document transactions properly or to obtain proper internal authorisation, failure to comply with regulatory requirements and conduct of business rules, equipment failures, natural disasters or the failure of external systems, for example, those of Emporiki Bank’s suppliers or counterparties. Although Emporiki Bank has implemented risk controls and loss mitigation actions, and substantial resources are devoted to developing e⁄cient procedures and to sta¡ training, it is not possible to implement procedures, which are fully e¡ective in controlling each of the operational risks.

Liquidity Risk The inability of a bank, including Emporiki Bank, to anticipate and provide for unforeseen decreases or changes in funding sources could have consequences on such bank’s ability to meet its obligations when they fall due.

Impact of Regulatory Changes Emporiki Bank is subject to ¢nancial services laws, regulations, administrative actions and policies in each location that Emporiki Bank operates. Changes in supervision and regulation, in particular in Greece, could materially a¡ect Emporiki Bank’s business, the products and services o¡ered or the value of its assets. Although Emporiki Bank works closely with its regulators and continually monitors the situation, future changes in regulation, ¢scal or other policies can be unpredictable and are beyond the control of Emporiki Bank.

European Banking System Emporiki Bank may further be adversely a¡ected by overall changes in the institutional and regulatory regime of the European banking system, particularly by measures designed to implement Basle Accord II as regards capital adequacy of credit institutions. Such institutional changes may oblige the Bank to increase its capital levels and invest further in modern systems and human resources.

Recent Reforms Emporiki Bank and its Group are currently in reform, primarily involving (i) adoption of more £exible and client-centred structures; (ii) creation of incentives for branch personnel; (iii) cost reduction through absorption of a⁄liates, voluntary redundancies and other economies; (iv) introduction of a Management Information System (MIS) to upgrade performance and pro¢tability measurement; (v) transparency and economy of pension contributions by including the Bank’s pension fund for employees within the recent Greek Law 3371/2005; and (vi) reinforcing capital adequacy through the Bank’s recently completed share capital increase. Measures taken so far have produced positive results. However, any delay in such reform may have a negative in£uence on the Bank’s ¢nancial results and position.

Credit Agricole S.A. (‘‘CASA’’) shareholding CASA currently controls directly 72 per cent. of shareholders’ voting rights in the Bank. As a result, CASA has a material in£uence on the resolutions on the Bank’s strategy.

14 Pension Fund for Employees As mentioned above, the Bank has included its auxiliary pension fund for employees (‘‘TEAPETE’’) within the provisions of Law 3371/2005. In particular, the General Shareholders’ Meeting of the Bank dated 16 August 2005 decided to terminate the Bank’s pre-existing agreement regarding TEAPETE and to include the Bank’s employees within the new Uni¢ed Pension Fund of Banking Employees (‘‘ETAT’’). Recently the Government has announced the results of an independent economic study assigned to calculate the cost of such inclusion. These results, which do not materially di¡er from calculations made by Emporiki Bank and re£ected in its ¢nancial statements, will have to be submitted for Parliamentary approval in the form of a law. It must be noted, however, that the Employees’ Union of Emporiki Bank as well as other labour organisations have expressed strong opposition to this pension reform and have announced that they will challenge the recent Law 3455/2006 before the Courts and by industrial action. Such action may materially and adversely a¡ect the settlement of the Bank’s pension issue.

Industrial Action It should generally be noted that the great majority of the Bank’s employees are members of in£uential labour unions. The Bank is accordingly exposed to the risk of industrial action.

Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme The Notes may not be a suitable investment for all investors Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have su⁄cient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Prospectus, the applicable Final Terms or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular ¢nancial situation, an investment in the relevant Notes and the impact the relevant Notes will have on its overall investment portfolio; (iii) have su⁄cient ¢nancial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is di¡erent from the currency in which such investor’s ¢nancial activities are principally denominated; (iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and ¢nancial markets; and (v) be able to evaluate (either alone or with the help of a ¢nancial adviser) possible scenarios for economic, interest rate and other factors that may a¡ect its investment and its ability to bear the applicable risks. Some Notes are complex ¢nancial instruments and such Notes may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex ¢nancial instruments unless it has the expertise (either alone or with a ¢nancial adviser) to evaluate how such Notes will perform under changing conditions, the resulting e¡ects on the value of such Notes and the impact this investment will have on the potential investor’s overall investment portfolio.

Risks related to the structure of a particular issue of Notes A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of certain such features:

Notes subject to optional redemption by the relevant Issuer An optional redemption feature of Notes is likely to limit their market value. During any period when the relevant Issuer may elect to redeem Notes, the market value of those Notes generally will not rise

15 substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The relevant Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an e¡ective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a signi¢cantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Redemption of Dated Subordinated Notes subject to consent of Bank of Greece Dated Subordinated Notes are not able to be redeemed unless the applicable capital adequacy regulations of the Bank of Greece from time to time in force are complied with. At the date hereof, such redemption may not occur within ¢ve years from the date of issue of the relevant Dated Subordinated Notes or without the prior consent of the Bank of Greece.

Index linked Notes and Notes whose currency of payment is di¡erent to the currency in which they are denominated Each Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a ‘‘Relevant Factor’’). In addition, each Issuer may issue Notes with principal or interest payable in one or more currencies which may be di¡erent from the currency in which the Notes are denominated. Potential investors should be aware that: (i) the market price of such Notes may be volatile; (ii) they may receive no interest; (iii) payment of principal or interest may occur at a di¡erent time or in a di¡erent currency than expected; (iv) the amount of principal payable at redemption may be less than the nominal amount of such Notes or even zero; (v) a Relevant Factor may be subject to signi¢cant £uctuations that may not correlate with changes in interest rates, currencies or other indices; (vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the e¡ect of changes in the Relevant Factor on principal or interest payable likely will be magni¢ed; and (vii) the timing of changes in a Relevant Factor may a¡ect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the e¡ect on yield.

Partly-paid Notes Each Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of his investment.

Variable rate Notes with a multiplier or other leverage factor Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or £oors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes Inverse Floating Rate Notes have an interest rate equal to a ¢xed rate minus a rate based upon a reference rate such as LIBOR. The market values of such Notes typically are more volatile than market values of other conventional £oating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only

16 decreases the interest rate of the Notes, but may also re£ect an increase in prevailing interest rates, which further adversely a¡ects the market value of these Notes.

Fixed/Floating Rate Notes Fixed/Floating Rate Notes may bear interest at a rate that converts from a ¢xed rate to a £oating rate, or from a £oating rate to a ¢xed rate. Where the relevant Issuer has the right to e¡ect such a conversion, this will a¡ect the secondary market and the market value of such Notes, since the relevant Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the relevant Issuer converts from a ¢xed rate to a £oating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new £oating rate at any time may be lower than the rates on other Notes. If the relevant Issuer converts from a £oating rate to a ¢xed rate in such circumstances, the ¢xed rate may be lower than then prevailing rates on its Notes.

Notes issued at a substantial discount or premium The market values of securities issued at a substantial discount or premium from their principal amount tend to £uctuate more in relation to general changes in interest rates than do prices for conventional interest- bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

The relevant Issuer’s obligations under Dated Subordinated Notes are subordinated As described under Condition 6(a) of the Terms and Conditions of the Notes, the claims of the holders of Dated Subordinated Notes will be subordinated to the claims of Senior Creditors of the Issuer in that payments of principal and interest in respect of the Notes (whether in the winding up of the relevant Issuer or otherwise) will be conditional upon the relevant Issuer being solvent at the time of payment by the relevant Issuer and in that no principal or interest shall be payable in respect of the Notes (whether in the winding up of the relevant Issuer or otherwise) except to the extent that the relevant Issuer could make such payment and still be solvent immediately thereafter. For this purpose, the relevant 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 relevant Issuer, which are due and payable. ‘‘Senior Creditors of the Issuer’’ means creditors of the relevant Issuer (a) who are unsubordinated creditors of the relevant Issuer, or (b) who are subordinated creditors of the relevant Issuer whose claims are expressed to rank in priority to the claims of the holders of Dated Subordinated Notes (whether only in the winding up of the relevant Issuer or otherwise). In the event of the dissolution, liquidation and/or bankruptcy of the relevant Issuer, the holders of Dated Subordinated Notes will only be paid by the relevant Issuer after all Senior Creditors of the relevant Issuer have been paid in full and the holders of Dated Subordinated Notes will irrevocably waive their right to be treated equally with all other unsecured, unsubordinated creditors of the relevant Issuer in such circumstances.

The Guarantor’s obligations under the Guarantee in respect of Dated Subordinated Notes issued by Emporiki PLC are subordinated As described under Condition 6(b) of the Terms and Conditions of the Notes, all claims under the Guarantee will be subordinated to the claims of Senior Creditors of the Guarantor in that payments under the Guarantee (whether in the winding up of the Guarantor or otherwise) will be conditional upon the Guarantor being solvent at the time of payment by the Guarantor and no amount shall be payable under the Guarantee (whether in the winding up of the Guarantor or otherwise) except to the extent that the Guarantor could make such payment and still be solvent immediately thereafter. For this purpose, the Guarantor shall be considered to be solvent if it can pay principal and interest in respect of the Dated Subordinated Notes and still be able to pay its outstanding debts to Senior Creditors of the Guarantor, which are due and payable. ‘‘Senior Creditors of the Guarantor’’ means creditors of the Guarantor (a) who are unsubordinated creditors of the Guarantor, or (b) who are subordinated creditors of the Guarantor whose claims are expressed to rank in priority to the claims of the holders of Dated Subordinated Notes or other persons claiming under the Guarantee (whether only in winding up of the Guarantor or otherwise).

17 In the event of the dissolution, liquidation and/or bankruptcy of the Guarantor, the holders of Dated Subordinated Notes will only be paid by the Guarantor after all Senior Creditors of the Guarantor have been paid in full and the holders of Dated Subordinated Notes will irrevocably waive their right to be treated equally with all other unsecured, unsubordinated creditors of the Guarantor. Although Dated Subordinated Notes may pay a higher rate of interest than comparable Notes which are not subordinated, there is a real risk that an investor in Dated Subordinated Notes will lose all or some of his investment should the relevant Issuer or the Guarantor, as the case may be, become insolvent.

Risks related to Notes generally Set out below is a brief description of certain risks relating to the Notes generally:

Modi¢cation, waivers and substitution The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters a¡ecting their interests generally. These provisions permit de¢ned majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Issuer and the Fiscal Agent may agree to modify any provision of the Notes, the Terms and Conditions of the Notes and the Deed of Guarantee, without the consent of the Noteholders, if such modi¢cation is of a formal, minor or technical nature or is made to correct a manifest error or it is, in the opinion of such parties, not materially prejudicial to the interests of the Noteholders. Any such modi¢cation shall be binding on the Noteholders. Condition 25 of the Terms and Conditions of the Notes allows the relevant Issuer, without the consent of the Noteholders, to substitute for itself any other body corporate incorporated in any country in the world as the debtor in respect of the relevant Notes, the Deed of Covenant and the Agency Agreement upon satisfaction of certain pre-conditions as more particularly described in Condition 25.

EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of Switzerland) with e¡ect from the same date. If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of tax were to be withheld from that payment, neither the relevant Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Instrument as a result of the imposition of such withholding tax. If a withholding tax is imposed on payment made by a Paying Agent following implementation of this Directive, the Issuers will be required to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.

Change of law The conditions of the Notes are based on English law in e¡ect as at the date of issue of the relevant Notes. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of issue of the relevant Notes.

Trading in the clearing systems In relation to any issue of Notes which have a minimum denomination and are tradeable in the clearing systems in amounts above such minimum denomination which are smaller than it, should de¢nitive Notes be

18 required to be issued, a holder who does not have an integral multiple of the minimum denomination in his account with the relevant clearing system at the relevant time may not receive all of his entitlement in the form of de¢nitive Notes unless and until such time as his holding becomes an integral multiple of the minimum denomination.

Risks related to the market generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

The secondary market generally Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for speci¢c investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse e¡ect on the market value of Notes.

Exchange rate risks and exchange controls The relevant Issuer will pay principal and interest on the Notes and the Guarantor will make any payments under the Guarantee in the Speci¢ed Currency speci¢ed in the applicable Final Terms. This presents certain risks relating to currency conversions if an investor’s ¢nancial activities are denominated principally in a currency or currency unit (the ‘‘Investor’s Currency’’) other than the Speci¢ed Currency. These include the risk that exchange rates may signi¢cantly change (including changes due to devaluation of the Speci¢ed Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Speci¢ed Currency would decrease (i) the Investor’s Currency-equivalent yield on the Notes, (ii) the Investor’s Currency-equivalent value of the principal payable on the Notes and (iii) the Investor’s Currency-equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely a¡ect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks Investment in ¢xed rate Notes involves the risk that subsequent changes in market interest rates may adversely a¡ect the value of the ¢xed rate Notes.

Credit ratings may not re£ect all risks One or more independent credit rating agencies may assign credit ratings to an issue of Notes. The ratings may not re£ect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may a¡ect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

19 GENERAL DESCRIPTION

Under the Programme, the Issuers may from time to time issue Notes denominated in any currency, subject as set out herein. A summary of the terms and conditions of the Programme and the Notes appears above, see ‘‘Summary of the Programme’’. The applicable terms of any Notes will be agreed between the relevant Issuer and the relevant Dealer prior to the issue of the Notes and will be set out in the Terms and Conditions of the Notes endorsed on, attached to, or incorporated by reference into, the Notes, as modi¢ed and supplemented by the applicable Final Terms attached to, or endorsed on, such Notes, as more fully described under ‘‘Forms of the Notes’’. Application has been made to the CSSF in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this document as two base prospectuses, a base prospectus for the issuance of Notes under the Programme by Emporiki PLC and a base prospectus for the issuance of Notes under the Programme by Emporiki Bank. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC.

20 FORMS OF THE NOTES

Each Tranche of Bearer Notes will initially be in the form of either a temporary global note (the ‘‘Temporary Global Note’’), without interest coupons, or a permanent global note (the ‘‘Permanent Global Note’’), without interest coupons, in each case as speci¢ed in the relevant Final Terms. Each Temporary Global Note or, as the case may be, Permanent Global Note (each a ‘‘Global Note’’) will be deposited on or around the issue date of the relevant Tranche of the Notes with a depositary or a common depositary for Euroclear and/ or Clearstream, Luxembourg and/or any other relevant clearing system. The relevant Final Terms will also specify whether United States Treasury Regulation ‰1.163-5(c)(2)(i)(C) (the ‘‘TEFRA C Rules’’) or United States Treasury Regulation ‰1.163-5(c)(2)(i)(D) (the ‘‘TEFRA D Rules’’) are applicable in relation to the Notes or, if the Notes do not have a maturity of more than 365 days, that neither the TEFRA C Rules nor the TEFRA D Rules are applicable.

Temporary Global Note exchangeable for Permanent Global Note If the relevant Final Terms speci¢es the form of Notes as being ‘‘Temporary Global Note exchangeable for a Permanent Global Note’’, then the Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole or in part, for interests in a Permanent Global Note, without interest coupons, not earlier than 40 days after the issue date of the relevant Tranche of the Notes upon certi¢cation as to non-US bene¢cial ownership. No payments will be made under the Temporary Global Note unless exchange for interests in the Permanent Global Note is improperly withheld or refused. In addition, interest payments in respect of the Notes cannot be collected without such certi¢cation of non-US bene¢cial ownership. Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a Permanent Global Note, the relevant Issuer shall procure (in the case of ¢rst exchange) the delivery (free of charge to the bearer) of such Permanent Global Note to the bearer of the Temporary Global Note or (in the case of any subsequent exchange) an increase in the principal amount of the Permanent Global Note in accordance with its terms against: (i) presentation and (in the case of ¢nal exchange) surrender of the Temporary Global Note at the Speci¢ed O⁄ce of the Fiscal Agent; and (ii) receipt by the Fiscal Agent of a certi¢cate or certi¢cates of non-US bene¢cial ownership, during normal business hours on or after the date which is 40 days after the Temporary Global Note is issued. The principal amount of the Permanent Global Note shall be equal to the aggregate of the principal amounts speci¢ed in the certi¢cates of non-US bene¢cial ownership; provided, however, that in no circumstances shall the principal amount of the Permanent Global Note exceed the initial principal amount of the Temporary Global Note. The Permanent Global Note will be exchangeable in whole, but not in part, for Notes in De¢nitive form (‘‘De¢nitive Notes’’): (i) on the expiry of such period of notice as may be speci¢ed in the relevant Final Terms; or (ii) at any time, if so speci¢ed in the relevant Final Terms; or (iii) if the relevant Final Terms speci¢es ‘‘in the limited circumstances speci¢ed in the Permanent Global Note’’, then (a) if Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business (b) any of the circumstances described in Condition 16 (Events of Default) occurs and is continuing or (c) at the option of the relevant Issuer at any time. Whenever the Permanent Global Note is to be exchanged for De¢nitive Notes, the relevant Issuer shall procure the delivery (free of charge to the bearer) of such De¢nitive Notes, duly authenticated and with Coupons and Talons attached (if so speci¢ed in the relevant Final Terms), in an aggregate principal amount equal to the principal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note at the Speci¢ed O⁄ce of the Fiscal Agent during normal

21 business hours, in the case of (i) above, on and after the expiry of the relevant notice period, in the case of (ii) above, at any time and, in the case of (iii) above, 45 days after notice is given to the relevant Issuer requesting exchange following the occurrence of an event described in (iii)(a) or (b) and 45 days after notice is given by the relevant Issuer, in the case of (iii)(c).

Temporary Global Note exchangeable for De¢nitive Notes If the relevant Final Terms speci¢es the form of Notes as being ‘‘Temporary Global Note exchangeable for De¢nitive Notes’’ and also speci¢es that the TEFRA C Rules are applicable or that neither the TEFRA C Rules or the TEFRA D Rules are applicable, then the Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole but not in part, for De¢nitive Notes not earlier than 40 days after the issue date of the relevant Tranche of the Notes. If the relevant Final Terms speci¢es the form of Notes as being ‘‘Temporary Global Note exchangeable for De¢nitive Notes’’ and also speci¢es that the TEFRA D Rules are applicable, then the Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole or in part, for De¢nitive Notes not earlier than 40 days after the issue date of the relevant Tranche of the Notes upon certi¢cation as to non- US bene¢cial ownership. Interest payments in respect of the Notes cannot be collected without such certi¢cation of non-US bene¢cial ownership. Whenever the Temporary Global Note is to be exchanged for De¢nitive Notes, the relevant Issuer shall procure the delivery (free of charge to the bearer) of such De¢nitive Notes, duly authenticated and with Coupons and Talons attached (if so speci¢ed in the relevant Final Terms), in an aggregate principal amount equal to the principal amount of the Temporary Global Note in the case of the ¢rst paragraph above or in an aggregate principal amount equal to the principal amount to be exchanged, in the case of the second paragraph above, in each case to the bearer of the Temporary Global Note against the surrender or presentation for endorsement, as the case may be, of the Temporary Global Note at the Speci¢ed O⁄ce of the Fiscal Agent during normal business hours, on and after the expiry of the notice period speci¢ed in the relevant Final Terms.

Permanent Global Note exchangeable for De¢nitive Notes If the relevant Final Terms speci¢es the form of Notes as being ‘‘Permanent Global Note exchangeable for De¢nitive Notes’’, then the Notes will initially be in the form of a Permanent Global Note which will be exchangeable in whole, but not in part, for De¢nitive Notes: (i) on the expiry of such period of notice as may be speci¢ed in the relevant Final Terms; or (ii) at any time, if so speci¢ed in the relevant Final Terms; or (iii) if the relevant Final Terms speci¢es ‘‘in the limited circumstances speci¢ed in the Permanent Global Note’’, then if (a) Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) any of the circumstances described in Condition 16 (Events of Default) occurs and is continuing or (c) at the option of the relevant Issuer at any time. Whenever the Permanent Global Note is to be exchanged for De¢nitive Notes, the relevant Issuer shall procure the delivery (free of charge to the bearer) of such De¢nitive Notes, duly authenticated and with Coupons and Talons attached (if so speci¢ed in the relevant Final Terms), in an aggregate principal amount equal to the principal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note at the Speci¢ed O⁄ce of the Fiscal Agent during normal business hours, in the case of (i) above, on and after the expiry of the relevant notice period, in the case of (ii) above, at any time and, in the case of (iii) above, 45 days after notice is given to the relevant Issuer requesting exchange following the occurrence of an event described in (iii)(a) or (b) and 45 days after notice is given by the relevant Issuer, in the case of (iii)(c). If: (a) in the case of a Temporary Global Note, a Permanent Global Note has not been delivered or the principal amount thereof increased by 5.00 p.m. (London time) on the seventh day after the bearer of

22 the Temporary Global Note has requested, in accordance with the terms thereof, exchange of an interest in the Temporary Global Note for an interest in a Permanent Global Note; or (b) in the case of any Global Note, De¢nitive Notes have not been delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer of such Global Note has requested exchange, in accordance with the terms thereof, of such Global Note for De¢nitive Notes; or (c) a Global Note (or any part thereof) has become due and payable in accordance with the Terms and Conditions of the Notes represented thereby or the date for ¢nal redemption of the Notes represented thereby has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest thereon has not been made to the bearer of such Global Note in accordance with the terms of such Global Note on the due date for payment, then the Global Note (including the obligation to deliver a Permanent Global Note or increase the principal amount thereof or deliver De¢nitive Notes, as the case may be) will become void at 5.00 p.m. (London time) on such seventh day (in the case of (a) above) or at 5.00 p.m. (London time) on such thirtieth day (in the case of (b) above) or at 5.00 p.m. (London time) on such due date (in the case of (c) above) and the bearer of the Global Note will have no further rights thereunder (but without prejudice to the rights which the bearer of the Global Note or others may have under the Deed of Covenant). Under the Deed of Covenant, persons shown in the records of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system as being entitled to an interest in the Global Note will acquire directly against the relevant Issuer all those rights to which they would have been entitled if, immediately before the Global Note became void, they had been the holders of De¢nitive Notes in an aggregate principal amount equal to the principal amount of Notes they were shown as holding in the records of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system.

Global Registered Notes (1) Global Registered Notes held in Euroclear and/or Clearstream, Luxembourg (or any other clearing system) will be represented by a Global Registered Note which will be registered in the name of a nominee for, and deposited with, a common depositary for Euroclear and Clearstream, Luxembourg (or such other relevant clearing system). (2) Exchange: Global Registered Notes will become exchangeable in whole, but not in part, for Registered Notes in De¢nitive form if (a) Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business, (b) any of the circumstances described in Condition 16 occurs and is continuing, (c) at the option of the relevant Issuer at any time, or (d) at any time at the request of the Registered Holder if so speci¢ed in the Final Terms. Whenever the Global Registered Notes are to be exchanged for Registered Notes in De¢nitive form, such Registered Notes in De¢nitive form will be issued in an aggregate principal amount equal to the principal amount of the Global Registered Notes within 10 business days of the delivery, by or on behalf of the Registered Holder of the Global Registered Notes, Euroclear and/or Clearstream, Luxembourg, to the Registrar of such information as is required to complete and deliver such Registered Notes (including, without limitation, the names and addresses of the persons in whose names the Registered Notes are to be registered and the principal amount of each such person’s holding) against the surrender of the Global Registered Notes at the Speci¢ed O⁄ce of the Registrar. Such exchange will be e¡ected in accordance with the provisions of the Agency Agreement and the regulations concerning the transfer and registration of Notes scheduled thereto and, in particular, shall be e¡ected without charge to any Registered Holder, but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange. If (a) Registered Notes in De¢nitive form have not been issued and delivered by 5.00 p.m. (London time) on the thirtieth day after the date on which the same are due to be issued and delivered in accordance with the terms of the Global Registered Notes or (b) any of the Notes evidenced by the Global Registered Notes has become due and payable in accordance with the Conditions or the date for ¢nal redemption of the Notes has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest thereon has not been made to the Registered Holder of the Global Registered Notes on the date due for

23 payment in accordance with the terms of the Global Registered Notes, then the Global Registered Notes (including the obligation to deliver Registered Notes) will become void at 5.00 p.m. (London time) on such thirtieth day (in the case of (a) above) or at 5.00 p.m. (London time) on such due date (in the case of (b) above) and the Registered Holder will have no further rights thereunder (but without prejudice to the rights which the Registered Holder or others may have under the Deed of Covenant). Under the Deed of Covenant, persons shown in the records of Euroclear and/or Clearstream, Luxembourg (or any other relevant clearing system) as being entitled to interest in the Notes will acquire directly against the relevant Issuer all those rights to which they would have been entitled if, immediately before the Global Registered Notes became void, they had been the Registered Holders of Notes in an aggregate principal amount equal to the principal amount of Notes they were shown as holding in the records of Euroclear, Clearstream, Luxembourg or any other relevant clearing system (as the case may be).

Terms and Conditions applicable to the Notes The terms and conditions applicable to any De¢nitive Note will be endorsed on that Note and will consist of the terms and conditions set out under ‘‘Terms and Conditions of the Notes’’ below and the provisions of the relevant Final Terms which complete, amend and/or replace those terms and conditions. The terms and conditions applicable to any Note in global form will di¡er from those terms and conditions which would apply to the Note were it in De¢nitive form to the extent described under ‘‘Summary of Provisions Relating to the Notes while in Global Form’’ below.

Legend concerning United States persons In the case of any Tranche of Bearer Notes having a maturity of more than 365 days, the Notes in global form, the Notes in De¢nitive form and any Coupons and Talons appertaining thereto will bear a legend to the following e¡ect: ‘‘Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.’’ The sections referred to in such legend provide that a United States person who holds a Note, Coupon or Talon will generally not be allowed to deduct any loss realised on the sale, exchange or redemption of such Note, Coupon or Talon and any gain (which might otherwise be characterised as capital gain) recognised on such sale, exchange or redemption will be treated as ordinary income.

24 TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions of the Notes which, as completed, amended and/or replaced by the relevant Final Terms, will be endorsed on each Note in De¢nitive form issued under the Programme. The terms and conditions applicable to any Note in global form will di¡er from those terms and conditions which would apply to the Note were it in De¢nitive form to the extent described under ‘‘Summary of Provisions Relating to the Notes while in Global Form’’ below.

1. Introduction (a) Programme: Emporiki Group Finance PLC (‘‘Emporiki PLC’’) and Emporiki Bank of Greece S.A. acting through its Issuing Branch (the ‘‘Issuing Branch’’) (as speci¢ed in the relevant Final Terms) (‘‘Emporiki Bank’’) established a Euro Medium Term Note Programme (the ‘‘Programme’’) for the issuance of up to EUR 3,000,000,000 in aggregate principal amount of notes (the ‘‘Notes’’) by either Emporiki PLC or Emporiki Bank (but up to EUR 2,000,000,000 in aggregate principal amount of Notes issued by Emporiki Bank) , guaranteed, in the case of Notes issued by Emporiki PLC, by Emporiki Bank acting through its Guaranteeing Branch (the ‘‘Guaranteeing Branch’’) (as speci¢ed in the relevant Final Terms) (the ‘‘Guarantor’’). References in these Conditions to the ‘‘Issuer’’ are to the Issuer speci¢ed in the relevant Final Terms. (b) Final Terms: Notes issued under the Programme may comprise one or more tranches of Notes which are identical in all respects (each a ‘‘Tranche’’) of Notes. Each Tranche is the subject of a ¢nal terms document (the ‘‘Final Terms’’) which completes these terms and conditions (the ‘‘Conditions’’). The terms and conditions applicable to any particular Tranche of Notes are these Conditions as completed, amended and/or replaced by Part A of the relevant Final Terms. In the event of any inconsistency between these Conditions and/or the Agency Agreement (as de¢ned below) and the relevant Final Terms, the relevant Final Terms shall prevail. (c) Agency Agreement: The Notes are the subject of an amended and restated ¢scal agency agreement dated 22 November 2006 (the ‘‘Agency Agreement’’) between Emporiki PLC, Emporiki Bank, Deutsche Bank AG, London Branch as ¢scal agent (the ‘‘Fiscal Agent’’, which expression includes any successor ¢scal agent appointed from time to time in connection with the Notes), Deutsche Bank Luxembourg S.A. as registrar (the ‘‘Registrar’’, which includes any successor registrar appointed from time to time in connection with the Notes) and the transfer and paying agents named therein (together with the Fiscal Agent and the Registrar, the ‘‘Agents’’, which expression includes any successor or additional agents appointed from time to time in connection with the Notes). (d) Deed of Guarantee: Notes issued by Emporiki PLC are the subject of a deed of guarantee dated 22 November 2006 (the ‘‘Deed of Guarantee’’) entered into by the Guarantor. (e) The Notes: All subsequent references in these Conditions to ‘‘Notes’’ are to the Notes of the same Series. ‘‘Series’’ means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) are identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices. (f) Copies of the relevant Final Terms are available for inspection by Noteholders during normal business hours at the Speci¢ed O⁄ce of the Fiscal Agent or, in the case of Registered Notes (as de¢ned below), the Speci¢ed O⁄ce of the Registrar. In addition, copies of Final Terms relating to Notes which are admitted to trading on the Luxembourg Stock Exchange’s regulated market or o¡ered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus are available on the website of the Luxembourg Stock Exchange (www.bourse.lu) and, free of charge, at the registered o⁄ce of the relevant Issuer. (g) Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement and the Deed of Guarantee and are subject to their detailed provisions. The holders of the Notes (the ‘‘Noteholders’’), the holders of the related interest coupons appertaining to interest bearing Notes in bearer form (the ‘‘Couponholders’’ and the ‘‘Coupons’’, respectively) and the holders of Bearer Notes in De¢nitive form with receipts (the ‘‘Receiptholders’’ and the ‘‘Receipts’’, respectively) attached on

25 issue, if any, are bound by, and are deemed to have notice of, all of the provisions of the Agency Agreement, Deed of Covenant and the Deed of Guarantee applicable to them. Copies of the Agency Agreement, Deed of Covenant and the Deed of Guarantee are available for inspection by Noteholders during normal business hours at the Speci¢ed O⁄ces of each of the Agents, the initial Speci¢ed O⁄ces of which are set out below. For the purposes of these Conditions, references to Coupons shall, unless the context otherwise requires, be deemed to include a reference to Receipts (if any).

2. Interpretation (a) De¢nitions: In these Conditions the following expressions have the following meanings: ‘‘Accrual Yield’’ has the meaning given in the relevant Final Terms; ‘‘Additional Business Centre(s)’’ means the city or cities speci¢ed as such in the relevant Final Terms; ‘‘Additional Financial Centre(s)’’ means the city or cities speci¢ed as such in the relevant Final Terms; ‘‘Bearer Note’’ means a Note in bearer form; ‘‘Business Day’’ means: (i) a day on which commercial bank and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and any Additional Business Centre speci¢ed in the applicable Final Terms; and (ii) either (a) where the Speci¢ed Currency is other than euro, 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 the Principal Financial Centre of the relevant Speci¢ed Currency (if other than London and any Additional Business Centre) or (b) where the Speci¢ed Currency is euro, a TARGET Settlement Day; ‘‘Business Day Convention’’, in relation to any particular date, has the meaning given in the relevant Final Terms and, if so speci¢ed in the relevant Final Terms, may have di¡erent meanings in relation to di¡erent dates and, in this context, the following expressions shall have the following meanings: (i) ‘‘Following Business Day Convention’’ means that the relevant date shall be postponed to the ¢rst following day that is a Business Day; (ii) ‘‘Modi¢ed Following Business Day Convention’’ or ‘‘Modi¢ed Business Day Convention’’ means that the relevant date shall be postponed to the ¢rst following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the ¢rst preceding day that is a Business Day; (iii) ‘‘Preceding Business Day Convention’’ means that the relevant date shall be brought forward to the ¢rst preceding day that is a Business Day; (iv) ‘‘FRN Convention’’, ‘‘Floating Rate Convention’’ or ‘‘Eurodollar Convention’’ means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months speci¢ed in the relevant Final Terms as the Speci¢ed Period after the calendar month in which the preceding such date occurred provided, however, that: (A) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month; (B) if any such date would otherwise fall on a day which is not a Business Day, then such date will be the ¢rst following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the ¢rst preceding day which is a Business Day; and (C) if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the speci¢ed number of months after the calendar month in which the preceding such date occurred; and

26 (v) ‘‘No Adjustment’’ means that the relevant date shall not be adjusted in accordance with any Business Day Convention; ‘‘Calculation Agent’’ means where it agrees to be named as such the Fiscal Agent or such other Person speci¢ed in the relevant Final Terms as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be speci¢ed in the relevant Final Terms; ‘‘Coupon Sheet’’ means, in respect of a Bearer Note, a coupon sheet relating to the Note; ‘‘Day Count Fraction’’ means, in respect of the calculation of an amount for any period of time (the ‘‘Calculation Period’’), such day count fraction as may be speci¢ed in these Conditions or the relevant Final Terms and: (i) if ‘‘Actual/Actual (ICMA)’’ is so speci¢ed, means: (a) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any calendar year; and (b) where the Calculation Period is longer than one Regular Period, the sum of: (A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any calendar year; and (B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (a) the actual number of days in such Regular Period and (2) the number of Regular Periods in any calendar year; (ii) if ‘‘Actual/365’’ or ‘‘Actual/Actual (ISDA)’’ is so speci¢ed, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365); (iii) if ‘‘Actual/365 (Fixed)’’ is so speci¢ed, means the actual number of days in the Calculation Period divided by 365; (iv) if ‘‘Actual/360’’ is so speci¢ed, means the actual number of days in the Calculation Period divided by 360; (v) if ‘‘30/360’’ is so speci¢ed, means the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (i) the last day of the Calculation Period is the 31st day of a month but the ¢rst day of the Calculation Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (ii) the last day of the Calculation Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month)); and (vi) if ‘‘30E/360’’ or ‘‘Eurobond Basis’’ is so speci¢ed means, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months, without regard to the date of the ¢rst day or last day of the Calculation Period unless, in the case of the ¢nal Calculation Period, the date of ¢nal maturity is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month); ‘‘Early Redemption Amount (Tax)’’ means, in respect of any Note, its principal amount or such other amount as may be speci¢ed in, or determined in accordance with, the relevant Final Terms; ‘‘Early Termination Amount’’ means, in respect of any Note, its principal amount or such other amount as may be speci¢ed in, or determined in accordance with, these Conditions or the relevant Final Terms;

27 ‘‘Extraordinary Resolution’’ has the meaning given in the Agency Agreement; ‘‘Final Redemption Amount’’ means, in respect of any Note, its principal amount or such other amount as may be speci¢ed in, or determined in the manner speci¢ed, in the relevant Final Terms; ‘‘Fixed Coupon Amount’’ has the meaning given in the relevant Final Terms; ‘‘Guarantee’’ means, in relation to any Indebtedness of any Person, any obligation of another Person to pay such Indebtedness; ‘‘Guarantee of the Notes’’ means the guarantee of the Notes given by the Guarantor in the Deed of Guarantee; ‘‘Holder’’ means a Registered Holder or, as the context requires, the holder of a Bearer Note; ‘‘Indebtedness’’ means any indebtedness of any Person for money borrowed or raised excluding bank deposits; ‘‘Interest Amount’’ means, in relation to a Note and an Interest Period, the amount of interest payable in respect of that Note for that Interest Period; ‘‘Interest Commencement Date’’ means the Issue Date of the Notes or such other date as may be speci¢ed as the Interest Commencement Date in the relevant Final Terms; ‘‘Interest Determination Date’’ has the meaning given in the relevant Final Terms; ‘‘Interest Payment Date’’ means the date or dates speci¢ed as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is speci¢ed in the relevant Final Terms: (i) as the same may be adjusted in accordance with the relevant Business Day Convention; or (ii) if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months is speci¢ed in the relevant Final Terms as being the Speci¢ed Period, each of such dates as may occur in accordance with the FRN Convention, Floating Rate Convention or Eurodollar Convention at such Speci¢ed Period of calendar months following the Interest Commencement Date (in the case of the ¢rst Interest Payment Date) or the previous Interest Payment Date (in any other case); ‘‘Interest Period’’ means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date; ‘‘ISDA De¢nitions’’ means the 2000 ISDA De¢nitions (as amended and updated as at the date of issue of the ¢rst Tranche of the Notes of the relevant Series (as speci¢ed in the relevant Final Terms) as published by the International Swaps and Derivatives Association, Inc.); ‘‘Issue Date’’ has the meaning given in the relevant Final Terms; ‘‘Margin’’ has the meaning given in the relevant Final Terms; ‘‘Material Subsidiary’’ means at any time any Subsidiary of Emporiki Bank: (i) whose pro¢ts or (in the case of a Subsidiary which has subsidiaries) consolidated pro¢ts, before taxation and extraordinary items as shown by its latest audited pro¢t and loss account are at least 15 per cent. of the consolidated pro¢ts before taxation and extraordinary items of Emporiki Bank and its Subsidiaries as shown by the latest published audited consolidated pro¢t and loss account of Emporiki Bank and its Subsidiaries; or (ii) whose gross assets or (in the case of a Subsidiary which has subsidiaries) gross consolidated assets as shown by its latest audited balance sheet are at least 15 per cent. of the gross consolidated assets of Emporiki Bank and its Subsidiaries as shown by the then latest published audited consolidated balance sheet of Emporiki Bank and its Subsidiaries; or (iii) to which is transferred the whole or substantially the whole of the assets and undertaking of a Subsidiary which immediately prior to such transfer is a Material Subsidiary provided that, in

28 such a case, the Subsidiary so transferring its assets and undertaking shall thereupon cease to be a Material Subsidiary; ‘‘Maturity Date’’ has the meaning given in the relevant Final Terms; ‘‘Maximum Redemption Amount’’ has the meaning given in the relevant Final Terms; ‘‘Minimum Redemption Amount’’ has the meaning given in the relevant Final Terms; ‘‘Note Certi¢cate’’ means a certi¢cate issued to each Registered Holder in respect of its registered holding; ‘‘Optional Redemption Amount (Call)’’ means, in respect of any Note, its principal amount or such other amount as may be speci¢ed in, or determined in accordance with, the relevant Final Terms; ‘‘Optional Redemption Amount (Put)’’ means, in respect of any Note, its principal amount or such other amount as may be speci¢ed in, or determined in accordance with, the relevant Final Terms; ‘‘Optional Redemption Date (Call)’’ has the meaning given in the relevant Final Terms; ‘‘Optional Redemption Date (Put)’’ has the meaning given in the relevant Final Terms; ‘‘Participating Member State’’ means a Member State of the European Communities which adopts the euro as its lawful currency in accordance with the Treaty; ‘‘Payment Business Day’’ means: (i) 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: (A) the relevant place of presentation; (B) London; and (C) any Additional Financial Centre speci¢ed in the applicable Final Terms; and (ii) either (1) in relation to any sum payable in a Speci¢ed Currency other than euro, 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 the Principal Financial Centre of the relevant Speci¢ed Currency (if other than the place of presentation, London and any Additional Financial Centre) or (2) in relation to any sum payable in euro, a TARGET Settlement Day; ‘‘Permitted Security Interest’’ means any Security Interest upon or with respect to any present or future undertaking or assets (including uncalled capital), receivables, remittances or the payment rights of the Issuer or the Guarantor, as the case may be, which is created pursuant to any securitisation or like arrangement in accordance with normal market practice in the place or places where it is initially intended to place the Relevant Indebtedness secured by such Security Interest, as determined by the Issuer, and whereby the Relevant Indebtedness secured by such Security Interest is wholly or substantially wholly limited to the proceeds envisaged to be raised by the Issuer or the Guarantor, as the case may be, in exchange for the sale, assignment, pledge or other transfer of such undertaking, assets, receivables, remittances or other payment rights; ‘‘Person’’ means any individual, company, corporation, ¢rm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality; ‘‘Principal Financial Centre’’ means, in relation to any currency, the principal ¢nancial centre for that currency provided, however, that: (i) in relation to euro, it means the principal ¢nancial centre of such Member State of the European Communities as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent; and

29 (ii) in relation to Australian dollars, it means either Sydney or Melbourne and, in relation to New Zealand dollars, it means either Wellington or Auckland; in each case as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent; ‘‘Put Option Notice’’ means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder; ‘‘Put Option Receipt’’ means a receipt issued by a Paying Agent to a depositing Noteholder upon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder; ‘‘Rate of Interest’’ means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes speci¢ed in the relevant Final Terms or calculated or determined in accordance with the provisions of these Conditions and/or the relevant Final Terms; ‘‘Redemption Amount’’ means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be speci¢ed in, or determined in accordance with the provisions of, the relevant Final Terms; ‘‘Reference Banks’’ has the meaning given in the relevant Final Terms or, if none, four major banks selected by the Calculation Agent in the market that is most closely connected with the Reference Rate; ‘‘Reference Price’’ has the meaning given in the relevant Final Terms; ‘‘Reference Rate’’ has the meaning given in the relevant Final Terms; ‘‘Register’’ means the register maintained by the Registrar in respect of Registered Notes in accordance with the Agency Agreement; ‘‘Registered Holder’’ means the person in whose name a Registered Note is for the time being registered in the Register (or, in the case of a joint holding, the ¢rst named thereof); ‘‘Registered Note’’ means a Note in registered form; ‘‘Regular Period’’ means: (i) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the ¢rst Interest Payment Date and each successive period from and including one Interest Payment Date to but excluding the next Interest Payment Date; (ii) in the case of Notes where, apart from the ¢rst Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where ‘‘Regular Date’’ means the day and month (but not the year) on which any Interest Payment Date falls; and (iii) in the case of Notes where, apart from one Interest Period other than the ¢rst Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where ‘‘Regular Date’’ means the day and month (but not the year) on which any Interest Payment Date falls other than the Interest Payment Date falling at the end of the irregular Interest Period. ‘‘Relevant Date’’ means, in relation to any payment, whichever is the later of (a) the date on which the payment in question ¢rst becomes due and (b) if the full amount payable has not been received by the Fiscal Agent on or prior to such due date, the date on which (the full amount having been so received) notice to that e¡ect has been given to the Noteholders in accordance with Condition 22 (Notices); ‘‘Relevant Financial Centre’’ has the meaning given in the relevant Final Terms; ‘‘Relevant Indebtedness’’ means any Indebtedness having an original maturity of more than one year in the form of or represented by any bond, note, debenture, debenture stock, loan stock, certi¢cate or other security which, with the consent of the Issuer is, or is intended to be, listed, quoted or traded on

30 any stock exchange or in any organised securities market (including, without limitation, any such over- the-counter market) whether or not initially distributed by way of a private placing; ‘‘Relevant Screen Page’’ means the page, section or other part of a particular information service (including, without limitation, the Reuter Money 3000 Service and the Moneyline Telerate Service) speci¢ed as the Relevant Screen Page in the relevant Final Terms, or such other page, section or other part as may replace it on that information service or such other information service, in each case, as may be nominated by the Person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate; ‘‘Relevant Time’’ has the meaning given in the relevant Final Terms; ‘‘Reserved Matter’’ means any proposal to change any date ¢xed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of any payment under the Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution; ‘‘Security Interest’’ means any mortgage, charge, pledge, lien or other security interest including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction; ‘‘Speci¢ed Currency’’ has the meaning given in the relevant Final Terms; ‘‘Speci¢ed Denomination(s)’’ has the meaning given in the relevant Final Terms; ‘‘Speci¢ed O⁄ce’’ has the meaning given in the Agency Agreement; ‘‘Speci¢ed Period’’ has the meaning given in the relevant Final Terms; ‘‘Subsidiary’’ means, in relation to any Person (the ‘‘¢rst Person’’) at any particular time, any other Person (the ‘‘second Person’’): (i) whose a¡airs and policies the ¢rst Person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second Person or otherwise; or (ii) whose ¢nancial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the ¢rst Person; ‘‘Talon’’ means a talon for further Coupons; ‘‘TARGET Settlement Day’’ means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open; ‘‘Treaty’’ means the Treaty establishing the European Communities, as amended; and ‘‘Zero Coupon Note’’ means a Note speci¢ed as such in the relevant Final Terms. (b) Interpretation: In these Conditions: (i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable; (ii) if Talons are speci¢ed in the relevant Final Terms as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons; (iii) if Talons are not speci¢ed in the relevant Final Terms as being attached to the Notes at the time of issue, references to Talons are not applicable; (iv) any reference to principal shall be deemed to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 15 (Taxation), any premium payable in respect of a Note and any other amount in the nature of principal payable pursuant to these Conditions;

31 (v) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 15 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions; (vi) references to Notes being ‘‘outstanding’’ shall be construed in accordance with the Agency Agreement; (vii) if an expression is stated in Condition 2(a) (De¢nitions) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or speci¢es that such expression is ‘‘not applicable’’ then such expression is not applicable to the Notes; and (viii) any reference to the Agency Agreement or the Deed of Guarantee shall be construed as a reference to the Agency Agreement or the Deed of Guarantee, as the case may be, as amended and/or supplemented up to and including the Issue Date of the Notes.

3. Form Denomination and Title (a) Bearer Notes: Bearer Notes are issued in the Speci¢ed Denomination(s) with Coupons and, if speci¢ed in the relevant Final Terms, Talons attached at the time of issue. In the case of a Series of Bearer Notes with more than one Speci¢ed Denomination, Bearer Notes of one Speci¢ed Denomination will not be exchangeable for Bearer Notes of another Speci¢ed Denomination. Title to Bearer Notes and Coupons will pass by delivery. The Holder of any Bearer Note or Coupon shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof) and no Person shall be liable for so treating such Holder. (b) Registered Notes: Registered Notes are issued in the Speci¢ed Denominations and may be held in holdings equal to the minimum Speci¢ed Denomination (speci¢ed in the relevant Final Terms) and integral multiples equal to the minimum Speci¢ed Denomination (speci¢ed in the relevant Final Terms) in excess thereof (an ‘‘Authorised Holding’’). The Holder of each Registered Note shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest, any writing on the Note Certi¢cate relating thereto (other than the endorsed form of transfer) or any previous loss or theft of such Note Certi¢cate) and no person shall be liable for so treating such Holder.

4. Register and Transfer of Registered Notes (a) Register: The Registrar will maintain the Register in accordance with the provisions of the Agency Agreement. A Note Certi¢cate will be issued to each Registered Holder in respect of its holding. Each Note Certi¢cate will be numbered serially with an identifying number which will be recorded in the Register. (b) Transfers: Subject to Conditions 4(e) and (f) below, a Registered Note may be transferred in whole or in part only (provided that such part is, or is an integral multiple of, the minimum Speci¢ed Denomination speci¢ed in the Final Terms) upon surrender of the relevant Note Certi¢cate, with the endorsed form of transfer duly completed, at the Speci¢ed O⁄ce of the Registrar or any Transfer Agent, together with such evidence as the Registrar or (as the case may be) such Transfer Agent may reasonably require to prove the title of the transferor and the authority of the individuals who have executed the form of transfer; provided, however, that a Registered Note may not be transferred unless the principal amount of Registered Notes transferred and (where not all of the Registered Notes held by a Registered Holder are being transferred) the principal amount of the balance of Notes not transferred are Authorised Holdings. Where not all of the Registered Notes represented by the surrendered Note Certi¢cate are the subject of the transfer, a new Note Certi¢cate in respect of the balance of the Registered Notes will be issued to the transferor. (c) Registration and delivery of Note Certi¢cates: Within ¢ve business days of the surrender of a Note Certi¢cate in accordance with Condition 4(b) above, the Registrar will register the transfer in question and deliver a new Note Certi¢cate of a like principal amount to the Registered Notes transferred to each Registered Holder at its Speci¢ed O⁄ce or (as the case may be) the Speci¢ed O⁄ce of any Transfer Agent or (at the request and risk of any such relevant Registered Holder) by uninsured ¢rst

32 class mail (airmail if overseas) to the address speci¢ed for the purpose by such Registered Holder. In this paragraph, ‘‘business day’’ means a day on which commercial banks are open for business (including dealings in foreign currencies) in the city where the Registrar or (as the case may be) the relevant Transfer Agent has its Speci¢ed O⁄ce. (d) No charge: The transfer of a Registered Note will be e¡ected without charge by or on behalf of the Issuer, the Guarantor, the Registrar or any Transfer Agent but against such indemnity as the Registrar or (as the case may be) such Transfer Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfer. (e) Closed periods: Registered Holders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Registered Notes. (f) Regulations concerning transfers and registration: All transfers of Registered Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Registered Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer and the Guarantor with the prior written approval of the Registrar. A copy of the current regulations will be mailed (free of charge) by the Registrar to any Registered Holder who requests in writing a copy of such regulations.

5. Status of the Senior Notes and the Guarantee in respect of Senior Notes issued by Emporiki PLC (a) Status of the Senior Notes: If the Notes are speci¢ed as Senior Notes in the relevant Final Terms, the Notes and any relative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to the provisions of Condition 7) (Negative Pledge) are unsecured obligations of the Issuer which will at all times rank pari passu without any preference among themselves and at least pari passu with all other present and future unsecured (subject as aforesaid) and unsubordinated obligations of the Issuer, save for such obligations as may be preferred by mandatory provisions of law. (b) Guarantee of the Notes: The obligations of the Guarantor under the Guarantee in respect of Senior Notes issued by Emporiki PLC constitute direct, general, unconditional and unsubordinated obligations of the Guarantor which will at all times rank at least pari passu with all other present and future unsecured (subject as aforesaid) and unsubordinated obligations of the Guarantor, save for such obligations as may be preferred by mandatory provisions of law.

6. Status of the Dated Subordinated Notes and the Guarantee in respect of Dated Subordinated Notes issued by Emporiki PLC (a) If the Notes are speci¢ed as ‘‘Dated Subordinated Notes’’ in the relevant Final Terms, the Notes are and will be, direct, unsecured and subordinated obligations of the Issuer and rank at all times pari passu among themselves. The claims of the Noteholders will be subordinated to the claims of Senior Creditors of the Issuer (as de¢ned below) in that payments of principal and interest in respect of the Notes (whether in the winding up 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 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 holders of Dated Subordinated Notes (whether only in the winding up of the Issuer or otherwise). In case of dissolution, liquidation and/or bankruptcy of the Issuer the holders of Dated Subordinated Notes will only be paid by the Issuer after all Senior Creditors of the Issuer have been paid in full and the holders of Dated Subordinated Notes irrevocably waive their right to be treated equally with all other unsecured, unsubordinated creditors of the Issuer in such circumstances.

33 (b) The payment of principal and interest in respect of the Dated Subordinated Notes has been irrevocably guaranteed on a subordinated basis by the Guarantor. All claims under the Guarantee will be subordinated to the claims of Senior Creditors of the Guarantor (as de¢ned below) in that payments under the Guarantee (whether in the winding up of the Guarantor or otherwise) will be conditional upon the Guarantor being solvent at the time of payment by the Guarantor and in that no amount shall be payable under the Guarantee (whether in the winding up of the Guarantor or otherwise) except to the extent that the Guarantor could make such payment and still be solvent immediately thereafter. For this purpose, the Guarantor shall be considered to be solvent if it can pay principal and interest in respect of the Dated Subordinated Notes and still be able to pay its outstanding debts to Senior Creditors of the Guarantor, which are due and payable. ‘‘Senior Creditors of the Guarantor’’ means creditors of the Guarantor (a) who are unsubordinated creditors of the Guarantor, or (b) who are subordinated creditors of the Guarantor whose claims are expressed to rank in priority to the claims of the holders of Dated Subordinated Notes or other persons claiming under the Guarantee (whether only in winding up of the Guarantor or otherwise). In case of dissolution, liquidation and/or bankruptcy of the Guarantor, the holders of Dated Subordinated Notes will only be paid by the Guarantor after all Senior Creditors of the Guarantor have been paid in full and the holders of Dated Subordinated Notes irrevocably waive their right to be treated equally with all other unsecured, unsubordinated creditors of the Guarantor.

7. Negative Pledge This Condition 7 shall apply only in respect of Senior Notes and references to ‘‘Notes’’ and ‘‘Noteholders’’ shall be construed accordingly. So long as any Note remains outstanding, neither the Issuer nor the Guarantor (if applicable) shall, create or permit to be outstanding any Security Interest (other than a Permitted Security Interest) upon the whole or any part of its undertaking or assets present or future (including uncalled capital), to secure any Relevant Indebtedness or Guarantee given in respect of any Relevant Indebtedness without (a) at the same time or prior thereto securing the Notes equally and rateably therewith or (b) providing such other security for the Notes as may be approved by an Extraordinary Resolution of Noteholders.

8. Fixed Rate Note Provisions (a) Application: This Condition 8 is applicable to the Notes only if the Fixed Rate Note Provisions are speci¢ed in the relevant Final Terms as being applicable. (b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 13 (Payments under Bearer Notes) and Condition 14 (Payments under Registered Notes). Each Note will cease to bear interest from the due date for ¢nal redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 8 (as well after as before judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has noti¢ed the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). (c) Fixed Coupon Amount: Except as provided in the applicable Final Terms, the amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Speci¢ed Denomination, shall be the relevant Fixed Coupon Amount in respect of the relevant Speci¢ed Denomination. (d) Calculation of interest amount: The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not speci¢ed shall be calculated by applying the Rate of Interest to the relevant Speci¢ed Denomination, multiplying the product by the relevant Day Count Fraction and rounding the resulting ¢gure to the nearest sub-unit of the Speci¢ed Currency (half a sub-unit being rounded upwards or otherwise in accordance with the applicable market convention). For this purpose

34 a ‘‘sub-unit’’ means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent.

9. Floating Rate Note and Index-Linked Interest Note Provisions (a) Application: This Condition 9 is applicable to the Notes only if the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are speci¢ed in the relevant Final Terms as being applicable. (b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 13 (Payments under Bearer Notes) and Condition 14 (Payments under Registered Notes). Each Note will cease to bear interest from the due date for ¢nal redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition (as well after as before judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has noti¢ed the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). (c) Screen Rate Determination: If Screen Rate Determination is speci¢ed in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be determined by the Calculation Agent on the following basis: (i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date; (ii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date; (iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Calculation Agent will: (A) request the principal Relevant Financial Centre O⁄ce of each the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centre interbank market in an amount that is representative for a single transaction in that market at that time; and (B) determine the arithmetic mean of such quotations; and (iv) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Principal Financial Centre of the Speci¢ed Currency, selected by the Calculation Agent, at approximately 11.00 a.m. (local time in the Principal Financial Centre of the Speci¢ed Currency) on the ¢rst day of the relevant Interest Period for loans in the Speci¢ed Currency to leading European banks for a period equal to the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time, and the Rate of Interest for such Interest Period shall be the sum of the Margin and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Calculation Agent is unable to determine a rate or (as the case may be) an arithmetic mean in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to the Notes during such Interest Period will be the sum of the Margin and the rate or (as the case may be) the arithmetic mean last determined in relation to the Notes in respect of a preceding Interest Period. (d) ISDA Determination: If ISDA Determination is speci¢ed in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for

35 each Interest Period will be the sum of the Margin and the relevant ISDA Rate where ‘‘ISDA Rate’’ in relation to any Interest Period means a rate equal to the Floating Rate (as de¢ned in the ISDA De¢nitions) that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as Calculation Agent for that interest rate swap transaction under the terms of an agreement incorporating the ISDA De¢nitions and under which: (i) the Floating Rate Option (as de¢ned in the ISDA De¢nitions) is as speci¢ed in the relevant Final Terms; (ii) the Designated Maturity (as de¢ned in the ISDA De¢nitions) is a period speci¢ed in the relevant Final Terms; and (iii) the relevant Reset Date (as de¢ned in the ISDA De¢nitions) is either (A) if the relevant Floating Rate Option is based on the London inter-bank o¡ered rate (LIBOR) for a currency, the ¢rst day of that Interest Period or (B) in any other case, as speci¢ed in the relevant Final Terms. (e) Index-Linked Interest: If the Index-Linked Interest Note Provisions are speci¢ed in the relevant Final Terms as being applicable, the Rate(s) of Interest applicable to the Notes for each Interest Period will be determined in the manner speci¢ed in the relevant Final Terms. (f) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is speci¢ed in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so speci¢ed. (g) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note for such Interest Period. The Interest Amount will be calculated by applying the Rate of Interest for such Interest Period to the principal amount of such Note during such Interest Period and multiplying the product by the relevant Day Count Fraction. (h) Calculation of other amounts: If the relevant Final Terms speci¢es that any other amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after the time or times at which any such amount is to be determined, calculate the relevant amount. The relevant amount will be calculated by the Calculation Agent in the manner speci¢ed in the relevant Final Terms. (i) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment date(s) to be noti¢ed to the Paying Agents, the Registrar (if applicable) and each listing authority, stock exchange and/or quotation system (if any) by which the Notes have then been admitted to listing, trading and/or quotation as soon as practicable after such determination but (in the case of each Rate of Interest, Interest Amount and Interest Payment Date) in any event not later than the ¢rst day of the relevant Interest Period. Notice thereof shall also promptly be given to the Noteholders. The Calculation Agent will be entitled to recalculate any Interest Amount (on the basis of the foregoing provisions) without notice in the event of an extension or shortening of the relevant Interest Period. (j) Noti¢cations etc: All noti¢cations, opinions, determinations, certi¢cates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Guarantor (if applicable), the Paying Agents, the Registrar, the Noteholders and the Couponholders and (subject as aforesaid) no liability to any such Person will attach to the Calculation Agent in connection with the exercise or non- exercise by it of its powers, duties and discretions for such purposes.

10. Zero Coupon Note Provisions (a) Application: This Condition 10 is applicable to the Notes only if the Zero Coupon Note Provisions are speci¢ed in the relevant Final Terms as being applicable. (b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:

36 (i) the Reference Price; and (ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has noti¢ed the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment).

11. Dual Currency Note Provisions (a) Application: This Condition 11 is applicable to the Notes only if the Dual Currency Note Provisions are speci¢ed in the relevant Final Terms as being applicable. (b) Rate of Interest: If the rate or amount of interest falls to be determined by reference to an exchange rate, the rate or amount of interest payable shall be determined in the manner speci¢ed in the relevant Final Terms.

12. Redemption and Purchase (a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled as speci¢ed below, each Note will be redeemed at its Final Redemption Amount on the Maturity Date. (b) Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer (subject, in the case of Dated Subordinated Notes, to the prior consent of the Bank of Greece having been obtained) in whole, but not in part: (i) at any time (if neither the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are speci¢ed in the relevant Final Terms as being applicable); or (ii) on any Interest Payment Date (if the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are speci¢ed in the relevant Final Terms as being applicable), on giving not less than 30 nor more than 60 days’ notice to the Fiscal Agent and, in accordance with Condition 22 (Notices), the Noteholders (which notice shall be irrevocable), each Note being redeemable at the Early Redemption Amount (Tax), together with interest accrued (if any) to (but excluding) the date ¢xed for redemption, if: (A) (1) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 15 (Taxation) as a result of any change in, or amendment to, the laws or regulations of (i) (in the case of Notes issued by Emporiki PLC), the United Kingdom or (ii) (in the case of Notes issued by Emporiki Bank), the Hellenic Republic or the jurisdiction where the Issuing Branch is situated or, in each case, any political subdivision or any authority thereof or therein having power to tax, or any change in the application or o⁄cial interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes e¡ective on or after the date on which agreement is reached to issue the ¢rst Tranche of the Notes; and (2) such obligation cannot be avoided by the Issuer taking reasonable measures available to it; or (B) (1) in the case of Notes issued by Emporiki PLC, the Guarantor has or (if a demand was made under the Guarantee of the Notes) would become obliged to pay additional amounts as provided or referred to in Condition 15 (Taxation) as a result of any change in, or amendment to, the laws or regulations of the Hellenic Republic or the jurisdiction where the Guaranteeing Branch is situated or, in each case, any political subdivision or any authority thereof or therein having power to tax, or any change in the application or o⁄cial interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes e¡ective on or after the date on which agreement is reached to issue the ¢rst Tranche of the Notes and (2) such obligation cannot be avoided by the Guarantor taking reasonable measures available to it,

37 provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or the Guarantor (if applicable) would be obliged to pay such additional amounts if a payment in respect of the Notes were then due or (as the case may be) a demand under the Guarantee of the Notes were then made. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver or procure that there is delivered to the Fiscal Agent a certi¢cate signed by two directors of the Issuer stating that the Issuer is entitled to e¡ect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred. Upon the expiry of any such notice as is referred to in this Condition 12(b), the Issuer shall be bound to redeem the Notes in accordance with this Condition 12(b). (c) Redemption at the option of the Issuer: If the Call Option is speci¢ed in the relevant Final Terms as being applicable, the Notes may be redeemed at the option of the Issuer (subject, in the case of Dated Subordinated Notes, to the prior consent of the Bank of Greece having been obtained) in whole or, if so speci¢ed in the relevant Final Terms, in part on any Optional Redemption Date (Call) at the relevant Optional Redemption Amount (Call) on the Issuer’s giving not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 22 (Notices) (which notice shall be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, the Notes speci¢ed in such notice on the relevant Optional Redemption Date (Call) at the Optional Redemption Amount (Call) plus accrued interest (if any) to (but excluding) such date). (d) Partial redemption of Bearer Notes: If Bearer Notes are to be redeemed in part only on any date in accordance with Condition 12(c) (Redemption at the option of the Issuer), the Notes to be redeemed shall be selected by the drawing of lots in such place as the Fiscal Agent approves and in such manner as the Fiscal Agent considers appropriate, subject to compliance with applicable law and the rules of each stock exchange on which the Notes are then listed, and the notice to Noteholders referred to in Condition 12(c) (Redemption at the option of the Issuer) shall specify the serial numbers of the Notes so to be redeemed. If any Maximum Redemption Amount or Minimum Redemption Amount is speci¢ed in the relevant Final Terms, then the Optional Redemption Amount (Call) shall in no event be greater than the maximum or be less than the minimum so speci¢ed. (e) Partial Redemption of Registered Notes: If Registered Notes are to be redeemed in part only on any date in accordance with Condition 12(c) (Redemption at the option of the Issuer), each Registered Note shall be redeemed in part in the proportion which the aggregate principal amount of the outstanding Registered Notes to be redeemed on the relevant Option Redemption Date (Call) bears to the aggregate principal amount of outstanding Registered Notes on such date. (f) Redemption at the option of Noteholders: This Condition 12(f) is applicable only to Notes speci¢ed in the applicable Final Terms as ‘‘Senior Notes’’ and references to ‘‘Notes’’, ‘‘Holder’’ and ‘‘Noteholders’’ shall be construed accordingly. If the Put Option is speci¢ed in the relevant Final Terms as being applicable, the Issuer shall, at the option of the Holder of any Note redeem such Note on the Optional Redemption Date (Put) speci¢ed in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together with interest (if any) accrued to (but excluding) such date. In order to exercise the option contained in this Condition 12(f), the Holder of a Note must, not less than 15 nor more than 30 days before the relevant Optional Redemption Date (Put), deposit with any Paying Agent such Note together with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Paying Agent. The Paying Agent with which a Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 12(f), may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date (Put), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail noti¢cation thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Speci¢ed O⁄ce for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by a Paying Agent in accordance with this

38 Condition 12(f), the depositor of such Note and not such Paying Agent shall be deemed to be the Holder of such Note for all purposes. (g) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided in Conditions 12 (a) to (f) above. (h) Early redemption of Zero Coupon Notes: Unless otherwise speci¢ed in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of: (i) the Reference Price; and (ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date ¢xed for redemption or (as the case may be) the date upon which the Note becomes due and payable. Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year shall be made on the basis of such Day Count Fraction as may be speci¢ed in the Final Terms. (i) Purchase: The Issuer, Emporiki Bank and any Subsidiary of Emporiki Bank may (subject, in the case of Dated Subordinated Notes, to the prior consent of the Bank of Greece having been obtained) at any time purchase Notes in the open market or otherwise and at any price, provided that all unmatured Coupons are purchased therewith. Notes so purchased by the Issuer, Emporiki Bank or any Subsidiary of Emporiki Bank may be held, cancelled or resold at the option of the Issuer, Emporiki Bank or the relevant Subsidiary of Emporiki Bank (whichever the case may be), subject to compliance with all applicable laws. (j) Cancellation: All Notes so redeemed or purchased by the Issuer, the Guarantor (if applicable) or any Subsidiary as aforesaid and any unmatured Coupons attached to or surrendered with them shall be cancelled and may not be reissued or resold.

13. Payments under Bearer Notes (a) Principal: Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Notes at the Speci¢ed O⁄ce of any Paying Agent outside the United States by cheque drawn in the currency in which the payment is due on, or by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the Principal Financial Centre of that currency (in the case of a sterling cheque, a town clearing branch of a bank in London and which in the case of a payment in Japanese Yen, to a non-resident of Japan, shall be a non-resident account). (b) Interest: Payments of interest shall, subject to Condition 13 (h) below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the Speci¢ed O⁄ce of any Paying Agent outside the United States in the manner described in Condition 13(a) above. (c) Payments in New York City: Payments of principal or interest may be made at the Speci¢ed O⁄ce of a Paying Agent in New York City if (i) the Issuer has appointed Paying Agents outside the United States with the reasonable expectation that such Paying Agents will be able to make payment of the full amount of the interest on the Notes in the currency in which the payment is due when due, (ii) payment of the full amount of such interest at the o⁄ces of all such Paying Agents is illegal or e¡ectively precluded by exchange controls or other similar restrictions and (iii) payment is permitted by applicable United States law without involving, in the opinion of the Issuer and the Guarantor, adverse tax consequences to the Issuer or the Guarantor. (d) Payments subject to ¢scal laws: All payments in respect of the Notes are subject in all cases to any applicable ¢scal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 15 (Taxation). No commissions or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.

39 (e) Deductions for unmatured Coupons: If the relevant Final Terms speci¢es that the Fixed Rate Note Provisions are applicable and a Note is presented without all unmatured Coupons relating thereto: (i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, however, that if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of such missing Coupons which the gross amount actually available for payment bears to the amount of principal due for payment; (ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment: (A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the ‘‘Relevant Coupons’’) being equal to the amount of principal due for payment; provided, however, that where this sub-paragraph would otherwise require a fraction of a missing Coupon to become void, such missing Coupon shall become void in its entirety; and (B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of the Relevant Coupons (or, as the case may be, the amount of principal due for payment) which the gross amount actually available for payment bears to the amount of principal due for payment. Each sum of principal so deducted shall be paid in the manner provided in Condition 13(a) above against presentation and (provided that payment is made in full) surrender of the relevant missing Coupons. (f) Unmatured Coupons void: If the relevant Final Terms speci¢es that this Condition 13(f) is applicable or that the Floating Rate Note Provisions, the Dual Currency Note Provisions or the Index-Linked Interest Note Provisions are applicable, on the due date for ¢nal redemption of any Note or early redemption of such Note pursuant to Condition 12(b) (Redemption for tax reasons), Condition 12(f) (Redemption at the option of Noteholders), Condition 12(c) (Redemption at the option of the Issuer) or Condition 16 (Events of Default), all unmatured Coupons relating thereto (whether or not still attached) shall become void and no payment will be made in respect thereof. (g) Payments on business days: If the due date for payment of any amount in respect of any Note or Coupon is not a Payment Business Day, the holder shall not be entitled to payment in the relevant place of the amount due until the next succeeding Payment Business Day in such place and shall not be entitled to any further interest or other payment in respect of any such delay. (h) Payments other than in respect of matured Coupons: Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Notes at the Speci¢ed O⁄ce of any Paying Agent outside the United States (or in New York City if permitted by Condition 13(c) above). (i) Partial payments: If a Paying Agent makes a partial payment in respect of any Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment. (j) Exchange of Talons: On or after the maturity date of the ¢nal Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Notes, the Talon forming part of such Coupon Sheet may be exchanged at the Speci¢ed O⁄ce of the Fiscal Agent for a further Coupon Sheet (including, if appropriate, a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to Condition 17 (Prescription). Upon the due date for redemption of any Note, any unexchanged Talon relating to such Note shall become void and no Coupon will be delivered in respect of such Talon.

40 14. Payments under Registered Notes (a) Principal: Payments of principal (other than instalments of principal prior to the ¢nal instalment) shall in respect of each Registered Note (whether or not in global form) be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the Registered Notes at the Speci¢ed O⁄ce of the Registrar. Such payments will be made by transfer to the Designated Account (as de¢ned below) of the Registered Holder appearing in the Register at the close of business on the third business day (being for this purpose a day on which banks are open for business in the city where the Speci¢ed O⁄ce of the Registrar is located) before the relevant due date (the ‘‘Record Date’’). Notwithstanding the previous sentence, if (i) a Registered Holder does not have a Designated Account, payment will instead be made by a cheque in the Speci¢ed Currency drawn on a Designated Bank, (as de¢ned below). For these purposes, ‘‘Designated Account’’ means the account (which, in the case of a payment in Japanese yen to a non-resident of Japan, shall be a non-resident account) maintained by a Registered Holder with a Designated Bank and identi¢ed as such in the Register and ‘‘Designated Bank’’ means (in the case of payment in a Speci¢ed Currency other than euro) a bank in the Principal Financial Centre of the country of such Speci¢ed Currency.

(b) Interest: Payments of interest and payments of instalments of principal (other than the ¢nal instalment) in respect of each Registered Note (whether or not in global form) shall be made by cheque drawn in the Speci¢ed Currency on a Designated Bank and mailed by uninsured mail on the business day in the city where the Speci¢ed O⁄ce of the Registrar is located immediately preceding the relevant due date to the Registered Holder appearing in the Register at the close of business on the ¢fteenth day (whether or not such ¢fteenth day is a business day) before the relevant due date (the ‘‘Record Date’’) at his address shown in the Register on the Record Date and at his risk. Upon application of the Registered Holder to the Speci¢ed O⁄ce of the Registrar not less than three business days in the city where the Speci¢ed O⁄ce of the Registrar is located before the due date for any payment of interest or of an instalment of principal in respect of a Registered Note, the payment may be made by transfer on the due date in the manner provided in the preceding paragraph. Any such application for transfer shall be deemed to relate to all future payments of interest (other than interest due on redemption) and instalments of principal (other than the ¢nal instalment) in respect of the Registered Notes which become payable to the Registered Holder who has made the initial application until such time as the Registrar is noti¢ed in writing to the contrary by such Registered Holder. Payment of the interest due in respect of each Registered Note on redemption and the ¢nal instalment of principal will be made in the same manner as payment of the principal amount of such Registered Notes.

Registered Holders of Registered Notes will not be entitled to any interest or other payment for any delay in receiving any amount due in respect of any Registered Notes as a result of a cheque posted in accordance with this Condition arriving after the due date for payment or being lost in the post. No commissions or expenses shall be charged to such Registered Holders by the Registrar in respect of any payments of principal or interest in respect of the Registered Notes.

(c) Payments subject to ¢scal laws: All payments in respect of the Registered Notes are subject in all cases to any applicable ¢scal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 15 (Taxation). No commissions or expenses shall be charged to the Registered Holders in respect of such payments.

(d) Payments on business days: Where payment is to be made by transfer to an account, payment instructions (for value the due date, or, if the due date is not a business day, for value the next succeeding business day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed (i) (in the case of payments of principal and interest payable on redemption) on the later of the due date for payment and the day on which the relevant Note Certi¢cate is surrendered (or, in the case of part payment only, endorsed) at the Speci¢ed O⁄ce of an Agent and (ii) (in the case of payments of interest payable other than on redemption) on the due date for payment. A Registered Holder shall not be entitled to any interest or other payment in respect of any delay in payment resulting from (A) the due date for a payment not being a business day or (B) a cheque mailed in accordance with this Condition arriving after the due date for payment or being lost in the mail. In this paragraph, ‘‘business day’’ means:

41 (i) if the currency of payment is Euro, any day which is in the case of payment by transfer to an account, a TARGET Settlement Day and 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 each (if any) Additional Financial Centre; or

(ii) if the currency of payments is not Euro, any day which is in the case of payment by transfer to an account, 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 the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre;

and, in the case of surrender (or, in the case of part payment only, endorsement) of a Note Certi¢cate, 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 the place in which the Note Certi¢cate is surrendered (or, as the case may be, endorsed).

15. Taxation (a) Gross up: All payments of principal and interest in respect of the Notes, Receipts and Coupons by or on behalf of the Issuer or (if applicable) the Guarantor shall 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, levied, collected, withheld or assessed by or on behalf of (i) where the Issuer is Emporiki PLC, the United Kingdom or (ii) where Emporiki Bank is the Issuer or the Guarantor, the Hellenic Republic or the jurisdiction where the Issuing Branch or the Guaranteeing Branch, as the case may be, is situated or, in each case, any political subdivision therein or any authority 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 or (as the case may be) the Guarantor shall pay such additional amounts as will result in receipt by the Noteholders, Receiptholders and Couponholders after such withholding or deduction of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Note, Receipt or Coupon presented for payment:

(i) by or on behalf of a Holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of its having some connection with the jurisdiction by which such taxes, duties, assessments or charges have been imposed, levied, collected, withheld or assessed other than the mere holding of the Note, Receipt or Coupon; or

(ii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(iii) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the EU; or

(iv) more than 30 days after the Relevant Date except to the extent that the Holder of such Note or Coupon would have been entitled to such additional amounts on presenting such Note, Receipt or Coupon for payment on the last day of such period of 30 days; or

(v) by or on behalf of a Holder who would not be liable or subject to such withholding or deduction if it were to comply with a statutory requirement or to make a declaration of non-residence or other similar claim for exemption but fails to do so.

(b) Taxing jurisdiction: If the Issuer or the Guarantor (if applicable) becomes subject at any time to any taxing jurisdiction other than the United Kingdom or the Hellenic Republic respectively, references in these Conditions to the United Kingdom or the Hellenic Republic shall be construed as references to the United Kingdom, the Hellenic Republic and/or such other jurisdiction.

42 16. Events of Default (a) Senior Notes This Condition 16(a) is applicable only in relation to Notes speci¢ed in the relevant Final Terms as being ‘‘Senior Notes’’ and references to ‘‘Notes’’ and ‘‘Noteholders’’ shall be construed accordingly.

Unless otherwise speci¢ed in the relevant Final Terms, the following events or circumstances (each an ‘‘Event of Default’’) shall be acceleration events in relation to the Notes, namely:

(i) the Issuer fails to pay any amount of principal or interest in respect of the Notes on the due date for payment and such failure continues for a period of 14 days; or

(ii) the Issuer or the Guarantor (if applicable) defaults in the performance or observance of any of its other obligations under or in respect of the Notes, Receipts or Coupons or (as the case may be) the Guarantee of the Notes and such default remains unremedied for 30 days after written notice thereof requiring the same to be remedied, addressed to the Issuer and the Guarantor (if applicable) by any Noteholder, has been delivered to the Issuer and the Guarantor (if applicable) or to the Speci¢ed O⁄ce of the Fiscal Agent; or

(iii) the repayment of any Indebtedness owing by the Issuer or, if applicable, the Guarantor or any Material Subsidiary is accelerated by reason of default and such acceleration has not been rescinded or annulled, or the Issuer or, if applicable, the Guarantor or any Material Subsidiary defaults (after whichever is the longer of any originally applicable period of grace and 14 days after the due date) in any payment of any Indebtedness or in the honouring of any guarantee or indemnity in respect of any Indebtedness provided that no such event shall constitute an Event of Default unless Indebtedness whether alone or when aggregated with other Indebtedness relating to all (if any) other such events which shall have occurred and either be continuing or not discharged, shall exceed EUR 15,000,000 (or its equivalent in any other currency or currencies); or

(iv) any order shall be made by any competent court or resolution passed for the winding up or dissolution of the Issuer or, if applicable, the Guarantor or any Material Subsidiary (other than for the purpose of amalgamation, merger or reconstruction (1) on terms approved by an Extraordinary Resolution of the Noteholders or (2) in the case of a Material Subsidiary whereby the undertaking and the assets of the Material Subsidiary are transferred to or otherwise vested in Emporiki Bank or another of its Subsidiaries); or

(v) the Issuer or, if applicable, the Guarantor or any Material Subsidiary shall cease to carry on the whole or substantially the whole of its business (other than for the purpose of an amalgamation, merger or reconstruction (1) on terms approved by an Extraordinary Resolution of the Noteholders or (2) in the case of a Material Subsidiary whereby the undertaking and the assets of the Material Subsidiary are transferred to or otherwise vested in Emporiki Bank or another of its Subsidiaries); or

(vi) the Issuer or, if applicable, the Guarantor or any Material Subsidiary shall stop payment or shall be unable to, or shall admit inability to, pay its debts as they fall due, or shall be adjudicated or found bankrupt or insolvent by a court of competent jurisdiction or shall make a conveyance or assignment for the bene¢t of, or shall enter into any composition or other arrangement with, its creditors generally; or

(vii) a receiver, trustee or other similar o⁄cial shall be appointed in relation to the Issuer or, if applicable, the Guarantor or any Material Subsidiary or in relation to the whole or over half of the assets of the Issuer or, if applicable, the Guarantor or any Material Subsidiary or an interim supervisor of Emporiki Bank is appointed by the Bank of Greece or an encumbrancer shall take possession of the whole or over half of the assets of the Issuer or, if applicable, the Guarantor or any Material Subsidiary, or a distress or execution or other process shall be levied or enforced upon or sued out against the whole or a substantial part of the assets of the Issuer or, if applicable, the Guarantor and in any of the foregoing ceases it or he shall not be discharged within 60 days; or

43 (viii) the Issuer or, if applicable, the Guarantor or any Material Subsidiary sells, transfers, lends or otherwise disposes of the whole or a major part of its undertaking or assets (including shareholdings in its Subsidiaries or associated companies) and such disposal is substantial in relation to the assets of Emporiki Bank and its Subsidiaries as a whole, other than selling, transferring, lending or otherwise disposing either (i) to the Issuer, the Guarantor or another Subsidiary of the Guarantor, (ii) on an arm’s length basis or (iii) of any present or future undertakings or assets (including uncalled capital), receivables, remittances or the payment rights of the Issuer, Emporiki Bank or any Material Subsidiary pursuant to any securitisation or like arrangement in accordance with normal market practice; or

(ix) with respect to any Notes issued by Emporiki PLC, the Guarantee is not in full force and e¡ect.

If any Event of Default shall occur and be continuing in relation to any Note, any Noteholder may, by written notice to the Issuer and the Guarantor declare that such Note shall be forthwith due and payable, whereupon the same shall become immediately due and payable at its Early Termination Amount together with accrued interest (if any) to (but excluding) the date of redemption without further action or formality.

As used in these Conditions, ‘‘Shareholders Funds’’ means shareholders’ equity of Emporiki Bank as reported in its most recent audited ¢nancial statements.

(b) Dated Subordinated Notes This Condition 16(b) is applicable only in relation to Notes speci¢ed in the relevant Final Terms as being Dated Subordinated Notes and references to ‘‘Notes’’ and/or ‘‘Noteholders’’ shall be construed accordingly. The events speci¢ed below are ‘‘Subordinated Default Events’’:

(i) If default is made in the payment of any amount due in respect of the Notes on the due date and such default continues for a period of 14 days, any Noteholder may institute proceedings for the winding up of the Issuer.

(ii) If, otherwise than for the purposes of a reconstruction or amalgamation on terms previously approved by Extraordinary Resolution of the Noteholders, an order is made or an e¡ective resolution is passed for the winding up of the Issuer, any Noteholder may, by written notice to the Fiscal Agent, declare such Note to be due and payable whereupon the same shall become immediately due and payable at its Early Termination Amount together with interest accrued (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.

17. Prescription Claims for principal shall become void unless the relevant Notes are presented for payment within ten years of the appropriate Relevant Date. Claims for interest shall become void unless the relevant Coupons are presented for payment within ¢ve years of the appropriate Relevant Date.

18. Replacement of Notes and Coupons If any Note or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Speci¢ed O⁄ce of the Fiscal Agent or, in the case of Registered Notes, the Registrar (and, if the Notes are then admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system which requires the appointment of an Agent in any particular place, the Paying Agent having its Speci¢ed O⁄ce in the place required by such listing authority, stock exchange and/or quotation system), subject to all applicable laws and listing authority, stock exchange and/or quotation system requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.

44 19. Agents In acting under the Agency Agreement and in connection with the Notes and the Coupons, the Agents act solely as agents of the Issuer and the Guarantor and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders or Couponholders. The initial Agents and their initial Speci¢ed O⁄ces are set out in the Agency Agreement. The initial Calculation Agent (if any) is speci¢ed in the relevant Final Terms. The Issuer and the Guarantor (if applicable) reserve the right at any time to vary or terminate the appointment of any Agent and to appoint a successor ¢scal agent or Calculation Agent and additional or successor paying agents; provided, however, that: (a) the Issuer and the Guarantor shall at all times maintain a Fiscal Agent and a Registrar; and (b) the Issuer undertakes that it will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced to conform to, such Directive; and (c) if a Calculation Agent is speci¢ed in the relevant Final Terms, the Issuer and the Guarantor shall at all times maintain a Calculation Agent; and (d) if and for so long as the Notes are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent and if appropriate, a Registrar and Transfer Agent in any particular place, the Issuer and the Guarantor (if applicable) shall maintain a Paying Agent, a Registrar and Transfer Agent having its Speci¢ed O⁄ce in the place required by such listing authority, stock exchange and/or quotation system. Notice of any change in any of the Agents or in their Speci¢ed O⁄ces shall promptly be given to the Noteholders in accordance with Condition 22 (Notices).

20. Meetings of Noteholders; Modi¢cation and Waiver (a) Meetings of Noteholders: The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modi¢cation of any provision of these Conditions. Any such modi¢cation may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer or the Guarantor (if applicable) (acting together with the Issuer) and shall be convened by it or them upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be one or more Persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, one or more Persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which one or more Persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders and Couponholders, whether present or not. In addition, a resolution in writing signed by or on behalf of all Noteholders who for the time being are entitled to receive notice of a meeting of Noteholders will take e¡ect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. (b) Modi¢cation: The Notes, these Conditions and the Deed of Guarantee may be amended without the consent of the Noteholders or the Couponholders to correct a manifest error. In addition, the Issuer and the Fiscal Agent may agree to modify any provision thereof, but the Issuer and the Guarantor (if applicable) shall not agree, without the consent of the Noteholders, to any such modi¢cation unless it is of a formal, minor or technical nature or is made to correct a manifest error or it is, in the opinion of such parties, not materially prejudicial to the interests of the Noteholders.

45 Any such modi¢cation shall be binding on the Noteholders, Receiptholders and the Couponholders and any such modi¢cation shall be noti¢ed to the Noteholders in accordance with Condition 22 (Notices) as soon as practicable thereafter.

21. Further Issues The Issuer may from time to time, without the consent of the Noteholders or the Couponholders, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the ¢rst payment of interest) so as to form a single series with the Notes.

22. Notices (a) Bearer Notes: Notices to the Noteholders shall be valid if published (i) in a leading English language daily newspaper published in London (which is expected to be the Financial Times) and (ii) if the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, either (A) on the website of the Luxembourg Stock Exchange (www.bourse.lu) or (B) in a leading newspaper having general circulation in Luxembourg (which is expected to be d’Wort), or in the case of either (i) or (ii) above, if such publication is not practicable, in a leading English language daily newspaper having general circulation in Europe. Any such notice shall be deemed to have been given on the date of ¢rst publication (or if required to be published in more than one source or newspaper, as the case may be, on the ¢rst date on which publication shall have been made in all the required sources or newspapers, as the case may be, or where published in such sources or newspapers, as the case may be, on di¡erent dates, the last date of such ¢rst publication). Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders. (b) Registered Notes: Notices to the Registered Holders will be deemed validly given if sent to them by ¢rst class registered mail (or its equivalent) or (if posted to an overseas address) by airmail at their respective addresses on the Register. Any such notice shall be deemed to have been given on the fourth day after the date of mailing or, if posted from another country, on the ¢fth such day. In addition, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices to Registered Holders will be deemed validly given if published on the date of such mailing either (i) on the website of the Luxembourg Stock Exchange (www.bourse.lu) or (ii) in a daily newspaper of general circulation in Luxembourg (which is expected to be d’Wort) or, if such publication is not practicable, in a leading English language daily newspaper having general circulation in Europe.

23. Rounding For the purposes of any calculations referred to in these Conditions (unless otherwise speci¢ed in these Conditions or the relevant Final Terms), (a) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 per cent. being rounded up to 0.00001 per cent.), (b) all United States dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one half cent being rounded up), (c) all Japanese Yen amounts used in or resulting from such calculations will be rounded downwards to the next lower whole Japanese Yen amount, and (d) all amounts denominated in any other currency used in or resulting from such calculations will be rounded to the nearest two decimal places in such currency, with 0.005 being rounded upwards.

24. Redenomination, Renominalisation and Reconventioning (a) Application: This Condition 24 is applicable to the Notes only if it is speci¢ed in the relevant Final Terms as being applicable. (b) Notice of redenomination: If the country of the Speci¢ed Currency becomes or, announces its intention to become, a Participating Member State, the Issuer may, without the consent of the Noteholders and Couponholders, on giving at least 30 days’ prior notice to the Noteholders and the Paying Agents, designate a date (the ‘‘Redenomination Date’’), being an Interest Payment Date under the Notes falling on or after the date on which such country becomes a Participating Member State.

46 (c) Redenomination: Notwithstanding the other provisions of these Conditions, with e¡ect from the Redenomination Date:

(i) the Notes shall be deemed to be redenominated into euro in the denomination of euro 0.01 with a principal amount for each Note equal to the principal amount of that Note in the Speci¢ed Currency, converted into euro at the rate for conversion of such currency into euro established by the Council of the European Union pursuant to the Treaty (including compliance with rules relating to rounding in accordance with European Community regulations); provided, however, that, if the Issuer determines, with the agreement of the Fiscal Agent then market practice in respect of the redenomination into euro 0.01 of internationally o¡ered securities is di¡erent from that speci¢ed above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders and Couponholders, each listing authority, stock exchange and/or quotation system (if any) by which the Notes have then been admitted to listing, trading and/or quotation and the Paying Agents of such deemed amendments;

(ii) if Notes have been issued in De¢nitive form:

(A) all unmatured Coupons denominated in the Speci¢ed Currency (whether or not attached to the Notes) will become void with e¡ect from the date (the ‘‘Euro Exchange Date’’) on which the Issuer gives notice (the ‘‘Euro Exchange Notice’’) to the Noteholders that replacement Notes and Coupons denominated in euro are available for exchange (provided that such Notes and Coupons are available) and no payments will be made in respect thereof;

(B) the payment obligations contained in all Notes denominated in the Speci¢ed Currency will become void on the Euro Exchange Date but all other obligations of the Issuer thereunder (including the obligation to exchange such Notes in accordance with this Condition 24) shall remain in full force and e¡ect; and

(C) new Notes and Coupons denominated in euro will be issued in exchange for Notes and Coupons denominated in the Speci¢ed Currency in such manner as the Fiscal Agent may specify and as shall be noti¢ed to the Noteholders in the Euro Exchange Notice; and

(iii) all payments in respect of the Notes (other than, unless the Redenomination Date is on or after such date as the Speci¢ed Currency ceases to be a sub-division of the euro, payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro by cheque drawn on, or by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) maintained by the payee with, a bank in the principal ¢nancial centre of any Member State of the European Communities.

(d) Interest: Following redenomination of the Notes pursuant to this Condition 24, where Notes have been issued in De¢nitive form, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of the Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant Holder.

(e) Interest Determination Date: If the Floating Rate Note Provisions are speci¢ed in the relevant Final Terms as being applicable and Screen Rate Determination is speci¢ed in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, with e¡ect from the Redenomination Date the Interest Determination date shall be deemed to be the second TARGET Settlement Day before the ¢rst day of the relevant Interest Period.

25. Substitution of the Issuer (a) The Issuer may, without the consent of any Noteholder, substitute for itself any other body corporate incorporated in any country in the world as the debtor in respect of the Notes, any Coupons, the Deed of Covenant and the Agency Agreement (the ‘‘Substituted Debtor’’) upon notice by the Issuer and the Substituted Debtor to be given in accordance with Condition 22 (Notices), provided that:

(i) the Issuer is not in default in respect of any amount payable under the Notes;

47 (ii) the Issuer and the Substituted Debtor have entered into such documents (the ‘‘Documents’’) as are necessary to give e¡ect to the substitution and in which the Substituted Debtor has undertaken in favour of each Noteholder to be bound by these Terms and Conditions and the provisions of the Agency Agreement as the debtor in respect of the Notes in place of the Issuer (or of any previous substitute under this Condition 25); (iii) the Substituted Debtor shall enter into a deed of covenant in favour of the holders of the Notes then represented by a global Note on terms no less favourable than the Deed of Covenant then in force in respect of the Notes; (iv) if the Substituted Debtor is resident for tax purposes in a territory (the ‘‘New Residence’’) other than that in which the Issuer prior to such substitution was resident for tax purposes (the ‘‘Former Residence’’), the Documents contain an undertaking and/or such other provisions as may be necessary to ensure that each Noteholder has the bene¢t of an undertaking in terms corresponding to the provisions of Condition 15 (Taxation), with (a) the substitution of references to the Issuer with references to the Substituted Debtor (to the extent this is not achieved by Condition 25(a)(ii) above), and (b) the substitution of references to the Former Residence with references to the New Residence; (v) if the Issuer is Emporiki PLC and the Substituted Debtor is not the Guarantor, the Deed of Guarantee extends to the obligations of the Substituted Debtor under or in respect of the Notes, any Coupons, the Deed of Covenant and the Agency Agreement and continues to be in full force and e¡ect; (vi) if the Issuer is Emporiki Bank, unless the Successor in Business of Emporiki Bank is the Substituted Debtor, Emporiki Bank shall provide an unconditional and irrevocable guarantee in relation to the obligations of the Substituted Debtor under or in respect of the Notes, any Coupons, the Deed of Covenant and the Agency Agreement; (vii) the Substituted Debtor and the Issuer have obtained all necessary governmental approvals and consents for such substitution and for the performance by the Substituted Debtor of its obligations under the Documents; (viii) each stock exchange or other relevant authority on which the Notes are listed shall have con¢rmed that, following the proposed substitution of the Substituted Debtor, the Notes will continue to be listed on such stock exchange or other relevant authority and, in the case of Notes listed on the Luxembourg Stock Exchange, a supplement to the relevant Final Terms shall have been prepared and submitted in accordance with the listing rules of the Luxembourg Stock Exchange; and (ix) if applicable, the Substituted Debtor has appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal proceedings arising out of or in connection with the Notes and any Coupons. For the purposes of this Condition, ‘‘Successor in Business’’ means, in relation to Emporiki Bank, any company which e¡ectively assumes all of the obligations of Emporiki Bank under, or in respect of, the Notes and which: (a) owns bene¢cially the whole or substantially the whole of the undertaking, property and assets owned by Emporiki Bank immediately prior thereto; and (b) carries on, as successor to Emporiki Bank, the whole or substantially the whole of the business carried on by Emporiki Bank immediately prior thereto. (b) Upon such substitution the Substituted Debtor shall succeed to, and be substituted for, and may exercise every right and power, of the Issuer under the Notes, any Coupons, the Deed of Covenant and the Agency Agreement with the same e¡ect as if the Substituted Debtor had been named as the Issuer herein, and the Issuer shall be released from its obligations under the Notes, any Coupons, the Deed of Covenant and under the Agency Agreement. (c) After a substitution pursuant to this Condition 25 the Substituted Debtor may, without the consent of any Noteholder, e¡ect a further substitution. All the provisions speci¢ed in Condition 25(a) and (b)

48 shall apply mutatis mutandis, and references in these Terms and Conditions to the Issuer shall, where the context so requires, be deemed to be or include references to any such further Substituted Debtor. (d) After a substitution pursuant to Conditions 25(a) or 25(c) any Substituted Debtor may, without the consent of any Noteholder, reverse the substitution, mutatis mutandis. (e) The Documents shall be delivered to, and kept by, the Fiscal Agent. Copies of the Documents will be available free of charge during normal business hours at the speci¢ed O⁄ce of each of the Paying Agents.

26. Governing Law and Submission to Jurisdiction (a) Governing Law: The Notes, the Coupons, the Agency Agreement, the Deed of Covenant and the Deed of Guarantee are governed by, and shall be construed in accordance with, English law, save for (i) Condition 28; (ii) the subordination provisions in Condition 6 (Status of the Dated Subordinated Notes and the Guarantee in respect of Dated Subordinated Notes issued by Emporiki PLC) and (iii) the subordination provisions set out in the Deed of Guarantee are governed by, and shall be construed in accordance with, the laws of the Hellenic Republic. (b) English courts: Emporiki Bank irrevocably agrees, that the courts of England have exclusive jurisdiction to settle any dispute (a ‘‘Dispute’’) arising from or connected with the Agency Agreement, the Deed of Covenant and the Notes. (c) Appropriate Forum: Emporiki Bank agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary. (d) Rights of the Noteholders to take proceedings outside England: Condition 26(b) (English courts) is for the bene¢t of the Noteholders only. As a result, nothing in this Condition 26 (Governing law and Jurisdiction) prevents any Noteholder from taking proceedings relating to a Dispute (‘‘Proceedings’’) in any other courts with jurisdiction. To the extent allowed by law, Noteholders may take concurrent Proceedings in any number of jurisdictions. (e) Service of process: The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Emporiki Bank at 4 London Wall Buildings (4th £oor), Blom¢eld Street, London EC2M 5NT or at any address of Emporiki Bank in Great Britain at which service of process may be served on it in accordance with Part XXIII of the Companies Act 1985. Nothing in this paragraph shall a¡ect the right of any Noteholder to serve process in any other manner permitted by law. This Condition applies to Proceedings in England and to Proceedings elsewhere.

27. Rights of Third Parties No Person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.

28. Emporiki Bank Noteholders’ Agent Should law 3156/2003 of the Hellenic Republic (the ‘‘Bond Law’’) apply in the case of an issue of Notes by Emporiki Bank (the ‘‘Emporiki Bank Notes’’), Emporiki Bank shall, if required to do so under the Bond Law, whether the holders of Emporiki Bank Notes (the ‘‘Emporiki Bank Noteholders’’) are organised in a group or otherwise, appoint an agent (the ‘‘Emporiki Bank Noteholders Agent’’) by way of a written agreement (the ‘‘Emporiki Bank Noteholders Agency Agreement’’). The Emporiki Bank Noteholders Agent shall represent the Emporiki Bank Noteholders judicially and extra-judicially in accordance with the provisions of the Bond Law. The Emporiki Bank Noteholders Agency Agreement shall include, among others, provisions for convening meetings of the Emporiki Bank Noteholders to consider, inter alia, any matter a¡ecting their interests, as may be required under the Bond Law. The particular duties, rights and liabilities of the Emporiki Bank Noteholders Agent and any amendments to the Conditions and this Prospectus, inherent to (i) the appointment of the Emporiki Bank Noteholders Agent, and (ii) the entering into the Emporiki Bank Noteholders Agency Agreement shall be included in the relevant Final Terms and/ or, if necessary, any supplement to this Prospectus which will be prepared for the issue of Emporiki Bank Notes.

49 FORM OF FINAL TERMS

The Final Terms in respect of each Tranche of Notes will be substantially in the following form, duly supplemented (if necessary), amended (if necessary) and completed to re£ect the particular terms of the relevant Notes and their issue. Text in this section appearing in italics does not form part of the form of the Final Terms but denotes directions for completing the Final Terms.

Final Terms dated *

[EMPORIKI GROUP FINANCE PLC/EMPORIKI BANK OF GREECE S.A.] [acting through its Issuing Branch]

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

[Guaranteed by

EMPORIKI BANK OF GREECE S.A.] [acting through its Guaranteeing Branch]

under the

EUR 3,000,000,000 Euro Medium Term Note Programme

PART A ç CONTRACTUAL TERMS

Terms used herein shall be deemed to be de¢ned as such for the purposes of the Conditions set forth in the Prospectus dated 22 November 2006 [and the supplement to the Prospectus dated *] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus [as so supplemented]. Full information on the Issuer and the o¡er of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus [as so supplemented]. The Prospectus [and the supplement to the Prospectus] [is/are] available for viewing at [address] and [website] and copies may be obtained from [address].

[The following alternative language applies if the ¢rst tranche of an issue which is being increased was issued under [an O¡ering Circular/Prospectus] with an earlier date.

Terms used herein shall be deemed to be de¢ned as such for the purposes of the Conditions (the ‘‘Conditions’’) set forth in the [O¡ering Circular/Prospectus] dated [original date] [and the supplement to the [O¡ering Circular/Prospectus] dated *] . This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Prospectus dated [current date] [and the supplement to the Prospectus dated *] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the [O¡ering Circular/Prospectus] dated [original date] [and the supplement to the [O¡ering Circular/Prospectus] dated *] and are attached hereto. Full information on the Issuer and the o¡er of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus dated [current date] and the [O¡ering Circular/ Prospectus] dated [original date] [[in each case,] as so supplemented]. Copies of such documents are available for viewing at [address] [and] [website] and copies may be obtained from [address].]

[Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphs. Italics denote directions for completing the Final Terms.]

[When adding any other ¢nal terms or information consideration should be given as to whether such terms or information constitute ‘‘signi¢cant new factors’’ and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.]

50 [If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination must, in the case of Notes issued by Emporiki Group Finance PLC, be »100,000 or its equivalent in any currency.] 1. (i) Issuer: [Emporiki Group Finance PLC/Emporiki Bank of Greece S.A.] Issuing Branch [not applicable/specify branch] [(ii) Guarantor: Emporiki Bank of Greece S.A.] Guaranteeing Branch: [not applicable/specify branch] 2. [(i) [Series Number:] [ ] [ii) [Tranche Number: (If fungible with an [] existing Series, details of that Series, including the date on which the Notes become fungible).] 3. Speci¢ed Currency or Currencies: [ ] 4. Aggregate Nominal Amount: [(i)] [Series:] [ ] [(ii) [Tranche: [ ]] 5. [(i)] Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)] 6. Speci¢ed Denominations: [ ] [] (N.B. If an issue of Notes is (i) NOT admitted to trading on an European Economic Area exchange; and (ii) only o¡ered in the European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive the EUR 1,000 minimum denomination is not required.) 7. [(i)] Issue Date: [ ] [(ii) Interest Commencement Date: [ ]] 8. Maturity Date: [specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year] In the case of Notes issued by Emporiki Group Finance PLC, if the Maturity Date is less than one year from the Issue Date, the Notes must have a minimum redemption value of »100,000 (or its equivalent in other currencies) and be sold only to ‘‘professional investors’’ (or another applicable exemption from section 19 of the FSMA must be available).] 9. Interest Basis: [- per cent. Fixed Rate] [[specify reference rate] +/- ç per cent. Floating Rate] [Zero Coupon] [Index-Linked Interest] [Other (specify)] (further particulars speci¢ed below)

51 10. Redemption/Payment Basis: [Redemption at par] [Index-Linked Redemption] [Dual Currency] [Partly Paid] [Instalment] [Other (specify)] (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) 11. Change of Interest or Redemption/Payment [Specify details of any provision for convertibility of Basis: Notes into another interest or redemption/payment basis] 12. Put/Call Options: [Investor Put] [Issuer Call] [(further particulars speci¢ed below)] 13. (i) Status of the Notes: [Senior/Dated Subordinated] (ii) Status of the Guarantee: [Senior/Dated Subordinated] (iii) [Date [Board] approval for issuance of [ ] [and [ ], respectively]] Notes [and Guarantee] obtained: (N.B. only relevant where Board (or similar) authorisation is required for the particular tranche of Notes or related Guarantee) 14. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Rate[(s)] of Interest: [ ] per cent. per annum [payable [annually/ semi-annually/quarterly/monthly] in arrear] (ii) Interest Payment Date(s): [ ] in each year up to and including the Maturity Date/specify other (iii) Fixed Coupon Amount[(s)]: [ ] [per Note of [ ] Speci¢ed Denomination and per Note of [ ] Speci¢ed Denomination] (iv) Broken Amount(s): [Insert particulars of any initial or ¢nal broken interest amounts which do not correspond with the Fixed Coupon Amount[(s)]] (v) Day Count Fraction: [30/360/Actual/Actual (ICMA/ISDA)/other] (vi) Other terms relating to the method of [Not Applicable/give details] calculating interest for Fixed Rate Notes: 16. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph.)

52 (i) Interest Period(s): [ ] (ii) Speci¢ed Interest Payment Dates: [ ] (iii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modi¢ed Following Business Day Convention/Preceding Business Day Convention/ other (give details)] (iv) Additional Business Centre(s): [Not Applicable/give details] (v) Manner in which the Rate(s) of Interest [Screen Rate Determination/ISDA Determination/ is/are to be determined: other (give details)] (vi) Party responsible for calculating the [[Name] shall be the Calculation Agent (no need to Rate(s) of Interest and Interest specify if the Fiscal Agent is to perform this function)] Amount(s) (if not the [Fiscal Agent]): (vii) Screen Rate Determination: ç Reference Rate: [For example, LIBOR or EURIBOR] ç Interest Determination Date(s): (Second day on which commercial banks are open for general business (including dealings in foreign exchange deposits) in London prior to the start of each Interest Period if LIBOR (other than sterling or euro LIBOR), ¢rst day of each Interest Period if sterling LIBOR and the second day on which the TARGET System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR) ç Relevant Screen Page: [For example, Moneyline Telerate page 3750/248] (Ensure it is a page which shows a composite rate or amend the fallback provisions appropriately). ç Relevant Time: [For example, 11.00 a.m. London time/Brussels time] ç Relevant Financial Centre: [For example, London/Euro-zone (where Euro-zone means the region comprised of the countries whose lawful currency is the euro)] ç Reference Banks [Either: state four banks, unless in Helsinki, in which casestate¢vemajorbankstobeusedbythe Calculation Agent/or four or ¢ve major banks selected by the Calculation Agent in the market that is most closely connected with the Reference Rate.] (viii) ISDA Determination: ç Floating Rate Option: [ ] ç Designated Maturity: [ ] ç Reset Date: [ ] (ix) Margin(s): [+/-][ ] per cent. per annum (x) Minimum Rate of Interest: [ ] per cent. per annum (xi) Maximum Rate of Interest: [ ] per cent. per annum (xii) Day Count Fraction: [Actual/Actual (ICMA) Actual/365 or Actual/Actual (ISDA) Actual/365 (Fixed) Actual/360 30/360

53 30E/360 or Eurobond basis Other] (See Condition 9 for alternatives)

(xiii) Fall back provisions, rounding [] provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if di¡erent from those set out in the Conditions:

17. Zero Coupon Note Provisions [Applicable/Not Applicable]

(If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Accrual Yield: [ ] per cent. per annum

(ii) Reference Price: [ ]

(iii) Any other formula/basis of [] determining amount payable:

(iv) Day Count Fraction: [For Condition 12(h)]

18. Index-Linked Interest Note Provisions [Applicable/Not Applicable]

(If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Index/Formula: [Give or annex details]

(ii) Calculation Agent responsible for [] calculating the interest due:

(iii) Provisions for determining Coupon [need to include a description of market disruption or where calculation by reference to Index settlement disruption events and adjustment and/or Formula is impossible or provisions] impracticable:

(iv) Interest Period(s): [ ]

(v) Speci¢ed Interest Payment Dates: [ ]

(vi) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modi¢ed Following Business Day Convention/Preceding Business Day Convention/ other (give details)]

(vii) Additional Business Centre(s): [ ]

(viii) Minimum Rate of Interest: [ ] per cent. per annum

(ix) Maximum Rate of Interest: [ ] per cent. per annum

(x) Day Count Fraction: [ ]

19. Dual Currency Note Provisions [Applicable/Not Applicable]

(If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Rate of Exchange/method of [Give or annex details] calculating Rate of Exchange: 54 (ii) Calculation Agent, if any, responsible [] for calculating the principal and/or interest due: (iii) Provisions applicable where calculation [need to include a description of market disruption or by reference to Rate of Exchange settlement disruption events and adjustment impossible or impracticable: provisions] (iv) Person at whose option Speci¢ed [] Currency(ies) is/are payable:

PROVISIONS RELATING TO REDEMPTION 20. Call Option [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Optional Redemption Date(s) (Call): [ ] (ii) Optional Redemption Amount(s) (Call) [ ] per Note of [ ] Speci¢ed of each Note and method, if any, of Denomination calculation of such amount(s): (iii) If redeemable in part: (a) Minimum Redemption Amount: [ ] (b) Maximum Redemption Amount: [ ] (iv) Notice period: [ ] (if other than as set out in the (N.B. If setting notice periods which are di¡erent to Conditions) those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent) 21. Put Option [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Optional Redemption Date(s) (Put): [ ] (ii) Optional Redemption Amount(s) (Put) [ ] per Note of [ ] Speci¢ed of each Note and method, if any, of Denomination calculation of such amount(s): (iii) Notice period: [ ] (if other than as set out in the (N.B. If setting notice periods which are di¡erent to Conditions) those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent) 22. Final Redemption Amount of each Note [ ] per Note of [ ] Speci¢ed Denomination /specify other/see Appendix]

55 (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) 23. Early Redemption Amount/Early [[ ] per Note of Speci¢ed Denomination/ Termination Amount other/see Appendix] Early Redemption Amount(s) of each Note [Not Applicable (if both the Early Redemption payable on redemption for taxation reasons Amount (Tax) and the Early Termination Amount are and Early Termination Amount payable or the principal amount of the Notes/specify the Early redemption due to an event of default and/or Redemption Amount (Tax) and/or the Early the method of calculating the same (if Termination Amount if di¡erent from the principal required or if di¡erent from that set out in the amount of the Notes)] Conditions):

GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: Bearer Notes: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for De¢nitive Notes on [ ] days’ notice/at any time/in the limited circumstances speci¢ed in the Permanent Global Note.] [Temporary Global Note exchangeable for De¢nitive Notes on [40] days’ notice.] [Permanent Global Note exchangeable for De¢nitive Notes on [40] days’ notice/at any time/in the limited circumstances speci¢ed in the Permanent Global Note]. Registered Notes [Specify details including whether Holder can exchange a global Registered Note for De¢nitive Notes] 25. Additional Financial Centre(s) or other [Not Applicable/give details. Note that this item special provisions relating to Payment Dates: relates to the date and place of payment, and not interest period end dates, to which items 16(iv) and 18(vii) relate] 26. Talons for future Coupons or Receipts to be [Yes/No. If yes, give details] attached to De¢nitive Notes (and dates on which such Talons mature): 27. Details relating to Partly Paid Notes: amount [Not Applicable/give details] of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 28. Details relating to Instalment Notes: amount [Not Applicable/give details] of each instalment, date on which each payment is to be made: 29. Redenomination, renominalisation and [Not Applicable/The provisions [in Condition 24 reconventioning provisions: (Redenomination, Renominalisation and

56 Reconventioning)] [annexed to these Final Terms] apply] 30. Other ¢nal terms: [Not Applicable/give details] (When adding any other ¢nal terms consideration should be given as to whether such terms constitute ‘‘signi¢cant new factors’’ and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)

DISTRIBUTION 31. (i) If syndicated, names [and addresses]** [Not Applicable/give names [and addresses and of Managers [and underwriting underwriting commitments]**] commitments]**: (Include names and addresses of entities agreeing to underwrite the issue on a ¢rm commitment basis and names and addresses of the entities agreeing to place the issue without a ¢rm commitment or on a ‘‘best e¡orts’’ basis if such entities are not the same as the Managers.) ** (ii) Date of [Subscription] Agreement:** [ ]** (iii) Stabilising Manager (if any): [Not Applicable/give name] 32. If non-syndicated, name [and address]** of [Not Applicable/give name [and address]**] Dealer: 33. Total commission and concession:** [ ] per cent. of the Aggregate Nominal Amount** 34. TEFRA: [Not Applicable/The TEFRA [C/D] Rules are applicable 35. Additional selling restrictions: [Not Applicable/give details]

[LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the ¢nal terms required to list and have admitted to trading the issue of Notes described herein pursuant to the EUR 3,000,000,000 Euro Medium Term Note Programme of Emporiki Group Finance PLC and Emporiki Bank of Greece S.A.]

57 RESPONSIBILITY The Issuer [and the Guarantor]* accept[s] responsibility for the information contained in these Final Terms. [[ ] has been extracted from [ ]. The Issuer con¢rms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [ ], no facts have been omitted which would render the reproduced information inaccurate or misleading.]

Signed on behalf of the Issuer:

By: ...... Duly Authorised*

[Signed on behalf of the Guarantor:

By: ...... Duly Authorised]

* Include for issues of Notes by Emporiki Group Finance PLC

58 PART B OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING: (i) Listing: [Luxembourg/other (specify)/None] (ii) Admission to trading: [Application has been made for the Notes to be admitted to trading on [ ] with e¡ect from [ ].] [Not Applicable.] (Where documenting a fungible issue need to indicate that original securities are already admitted to trading.) ** (iii) Estimate of total expenses related to []* admission to trading:*

2. RATINGS Ratings: The Notes to be issued have been rated: [S & P: [ ]] [Moody’s: [ ]] [[Other]: [ ]] [Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.]** (The above disclosure should re£ect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been speci¢cally rated, that rating.)

3. NOTIFICATION The Commission de Surveillance du Secteur Financier [has been requested to provide/has provided ç include ¢rst alternative for an issue which is contemporaneous with the establishment or update of the Programme and the second alternative for subsequent issues] the [names of competent authorities of host Member States] with a certi¢cate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.]

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE [Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the o¡er. ç Amend as appropriate if there are other interests]

5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES [(i) Reasons for the o¡er [ ] [(ii)] Estimated net proceeds: [ ] (If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds insu⁄cient to fund all proposed uses state amount and sources of other funding.)** [(iii)] Estimated total expenses: [ ]. [Expensesarerequiredtobebrokendown into each principal intended ‘‘use’’ and presented in orderofpriorityofsuch‘‘uses’’.] (N.B.: If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation

59 applies (i) above is required where the reasons for the o¡er are di¡erent from making pro¢t and/or hedging certain risks regardless of the minimum denomination of the securities and where this is the case disclosure of net proceeds and total expenses at (ii) and (iii) above are also required

6. YIELD (Fixed Rate Notes only) Indication of yield: [ ] [Calculated as [include details of method of calculation in summary form] on the Issue Date.]** The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

7. HISTORIC INTEREST RATES (Floating Rate Notes only)** Details of historic [LIBOR/EURIBOR/other] rates can be obtained from [Telerate].]

8. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes only) [Need to include details of where past and future performance and volatility of the index/formula can be obtained.] [Need to include a clear and comprehensive explanation of how the value of the investment is a¡ected by the underlying and the circumstances when the risks are most evident.]** [Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained. Where the underlying is not an index need to include equivalent information.]

9. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only) [Need to include details of where past and future performance and volatility of the relevant rates can be obtained.] [Need to include a clear and comprehensive explanation of how the value of the investment is a¡ected by the underlying and the circumstances when the risks are most evident.]**

10. OPERATIONAL INFORMATION (i) ISIN Code: [ ] (ii) Common Code: [ ] (iii) Any clearing system(s) other than [Not Applicable/give name(s) and number(s)] Euroclear Bank SA/NV and Clearstream Banking, socie¤ te¤ anonyme and the relevant identi¢cation number(s): (iv) Delivery: Delivery [against/free of] payment (v) Names and addresses of additional [] Paying Agent(s) (if any): Notes: * Delete if the minimum denomination is less than EUR 50,000 ** Delete if the minimum denomination is EUR 50,000

60 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

Clearing System Accountholders Each Global Note will be in bearer form. Consequently, in relation to any Tranche of Notes represented by a Global Note, references in the Terms and Conditions of the Notes to ‘‘Noteholder’’ are references to the bearer of the relevant Global Note which, for so long as the Global Note is held by a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system, will be that depositary or common depositary. Each of the persons shown in the records of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system as being entitled to an interest in a Global Note (each an ‘‘Accountholder’’) must look solely to Euroclear and/or Clearstream, Luxembourg and/or such other relevant clearing system (as the case may be) for such Accountholder’s share of each payment made by the relevant Issuer or the Guarantor to the bearer of such Global Note and in relation to all other rights arising under the Global Note. The extent to which, and the manner in which, Accountholders may exercise any rights arising under the Global Note will be determined by the respective rules and procedures of Euroclear and Clearstream, Luxembourg and any other relevant clearing system from time to time. For so long as the relevant Notes are represented by the Global Note, Accountholders shall have no claim directly against the relevant Issuer or the Guarantor in respect of payments due under the Notes and such obligations of the relevant Issuer and the Guarantor will be discharged by payment to the bearer of the Global Note.

Exchanges and Deed of Covenant See ‘‘Forms of the Notes’’ above.

Conditions applicable to Global Notes and Global Registered Notes Each Global Note and Global Registered Note will contain provisions which modify the Terms and Conditions of the Notes as they apply to the Global Note and Global Registered Note. The following is a summary of certain of those provisions: Payments: All payments in respect of the Global Notes will be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of the Global Note at the Speci¢ed O⁄ce of any Paying Agent and will be e¡ective to satisfy and discharge the corresponding liabilities of the relevant Issuer in respect of the Notes. On each occasion on which a payment of principal or interest is made in respect of the Global Note, the relevant Issuer shall procure that the same is noted in a schedule thereto. All payments in respect of Global Registered Notes (other than instalments of principal prior to the ¢nal instalment) will be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the Global Registered Note at the Speci¢ed O⁄ce of the Registrar. Exercise of put option: In order to exercise the option contained in Condition 12(f) (Redemption at the option of Noteholders) the bearer or registered holder of the Note must, within the period speci¢ed in the Terms and Conditions for the deposit of the relevant Note and put notice, give written notice of such exercise to the Fiscal Agent specifying the principal amount of Notes in respect of which such option is being exercised. Any such notice will be irrevocable and may not be withdrawn. Partial exercise of call option: In connection with an exercise of the option contained in Condition 12(c) (Redemption at the Option of the Issuer) in relation to some only of the Notes, the Global Note may be redeemed in part in the principal amount speci¢ed by the Issuer in accordance with the Terms and Conditions and the Notes to be redeemed will not be selected as provided in the Conditions but will be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg and/or any other clearing system. Notices: Notwithstanding Condition 22 (Notices), while all the Notes are represented by a Global Note and the Global Note is deposited with a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with Condition 22 (Notices) on the date of delivery to Euroclear and/or Clearstream, Luxembourg and/or any

61 other relevant clearing system provided that, in the case of Notes listed on the Luxembourg Stock Exchange, such notices shall also be given in accordance with the rules of that exchange (as more particularly described in Condition 22 (Notices)).

62 DESCRIPTION OF EMPORIKI PLC

Overview Emporiki Group Finance PLC (‘‘Emporiki PLC’’) was incorporated under the laws of England on 23 February 2004 as a public limited company with number 05052675. The registered o⁄ce of Emporiki PLC is at 4 London Wall Buildings (4th £oor), Blom¢eld Street, London EC2M 5NT and its telephone number is +44 (0)20 7456 1400. Emporiki PLC was acquired by Emporiki Bank on 31 March 2004 and the share capital of Emporiki PLC continues to be held, directly or indirectly, by Emporiki Bank. Emporiki PLC has no subsidiaries.

Directors The Directors of Emporiki PLC, their respective business addresses and principal activities in relation to Emporiki PLC and Emporiki Bank are: Position with Principal activities outside Name Address Emporiki PLC Emporiki PLC Demetrios M. Moschos 11, Sophocleous Street Director Chief Economist, Emporiki Bank 102 35 Athens, Greece Apostolos G. Ska¢das 11, Sophocleous Street Director Treasurer, Emporiki Bank 102 35 Athens, Greece

Ioannis Sopasakis 4 London Wall Buildings Director Country Manager London Blom¢eld Street London EC2M 5NT Branch, Emporiki Bank Simon Newbury 4 London Wall Buildings Director and Deputy Manager London Blom¢eld Street Secretary Branch, Emporiki Bank London EC2M 5NT Emporiki PLC is not aware of any potential con£icts of interest between the duties to Emporiki PLC of the Directors of Emporiki PLC and their private interests or other duties. The Secretary of Emporiki PLC is Simon P. Newbury.

Corporate Governance To the best of its knowledge and belief, Emporiki PLC complies with the laws and regulations of the United Kingdom regarding corporate governance.

Activities The share capital of Emporiki PLC was acquired, directly and indirectly, by Emporiki Bank with the intention that Emporiki PLC should operate as a ¢nancing vehicle for Emporiki Bank and its subsidiaries (together, the ‘‘Group’’). Except in connection with the establishment of the Programme, Emporiki PLC has not engaged in any activities since its incorporation. Accordingly, Emporiki PLC’s sole business is raising debt to be on-lent to Emporiki Bank and other members of the Group. Emporiki PLC is therefore dependent on Emporiki Bank and other members of the Group servicing those loans.

Corporate Objects The corporate objects of Emporiki PLC are set out in Article 2 of its Memorandum of Association. They include the raising of monies by any method and the on-lending of such monies to other companies in the Group.

Share Capital The authorised share capital consists of 50,000 ordinary shares of »1 each. The issued share capital consists of 50,000 ordinary shares allotted, each with 25p paid.

63 Selected Financial Information

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2005 Period from 23 February (incorporation) Year ended to 31 December 31 December 2005 2004 (in EUR) Interest receivable...... 21,969,127 6,284,949 Interest payable and other ¢nance costs ...... (21,099,569) (6,059,002) Net interest income ...... 869,531 225,947 Operating expenses ...... (119,531) (13,447) Pro¢t on ordinary activities before taxation...... 750,000 212,500 Taxation on pro¢t on ordinary activities ...... (225,000) (63,750) Pro¢t on ordinary activities after taxation being the pro¢t retained for the ¢nancial period ...... 525,000 148,750

Statement of total recognised gains and losses Period from 23 February (incorporation) Year ended to 31 December 31 December 2005 2004 (in EUR) Pro¢t for the ¢nancial year and total recognised gains relating to the year 525,000 148,750 Total gains recognised ...... 525,000 148,750

PROFIT AND LOSS ACCOUNT FOR THE SIX MONTHS ENDED 30 JUNE 2006

Six months Six months ended30June ended 30 June 2006 2005 (in EUR) Interest receivable ...... 14,650,772 10,763,306 Interest payable and other ¢nance costs ...... (14,219,021) (10,388,261) Net interest income ...... 431,751 375,045 Operating expenses ...... (13,001) (45) Pro¢t on ordinary activities before taxation ...... 418,750 375,000 Taxation on pro¢t on ordinary activities ...... (125,625) (112,500) Pro¢t on ordinary activities after taxation being the pro¢t retained for the ¢nancial period ...... 293,125 262,500

64 BALANCE SHEET Period from 23 February (incorporation) Six months Year ended to ended30June 31 December 31 December 2006 2005 2004 (in EUR) Current assets Debtors...... 1,002,294,802 752,321,616 750,580,408 Cash at bank and in hand ...... 2,485,972 181,577 98,546 1,004,780,774 752,503,193 750,678,954 Creditors: amounts falling due within one year ...... (6,807,763) (3,933,738) (3,427,436) Total assets less current liabilities ...... 997,973,011 748,569,455 747,251,518 Creditors: amounts falling due after more than one year Floating rate notes...... (996,988,443) (747,878,012) (747,085,075) Net assets...... 984,568 691,443 166,443

Capital reserves Called up share capital ...... 17,693 17,693 17,693 Pro¢t and loss account ...... 966,875 673,750 148,750 984,568 691,443 166,443

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 Period from 23 February (incorporation) Year ended to 31 December 31 December 2005 2004 (in EUR) Net cash in£ow from operating activities ...... 82,549 80,853 Returns on investment and servicing of ¢nance Issue cost of Floating Rate Notes ...... ç (3,138,500) Financial investment Long term loans...... ç (746,861,500) Net cash out£ow from ¢nancial investment ...... ç (750,000,000) Financing Issue of shares ...... ç 17,693 Issue of Floating Rate Notes ...... ç 750,000,000 Net cash in£ow from ¢nancing ...... ç 750,017,693 Increase in cash ...... 82,549 98,546

Reconciliation of net cash £ow to movement in net cash Increase in cash in the period...... 82,549 98,546 Foreign exchange ...... 482 ç Net cash at beginning of period ...... 98,546 ç Net cash at end of period ...... 181,577 98,546

65 DESCRIPTION OF EMPORIKI BANK

Emporiki Bank of Greece S.A. (the ‘‘Bank’’ or ‘‘Emporiki Bank’’) and its subsidiaries (together, the ‘‘Group’’) o¡er a wide range of banking, capital markets, treasury and advisory services, insurance and other ¢nancial services to private, corporate and institutional clients in Greece and abroad. The Bank operates a network that includes 376 branches and 708 ATMs in Greece plus telephone and electronic banking channels. These nation-wide distribution capabilities enable the Group to o¡er an increasing array of products and services. Internationally the Group is present in the United Kingdom (through the Bank’s London Branch), Germany, Cyprus, Romania, Bulgaria, and Albania. At 31 December 2005, the Group total assets were EUR 20.0 billion, customer deposits were EUR 14.9 billion and net loans stood at EUR 15.6 billion. Total shareholders’ funds of the Group were EUR 1.1 billion at 31 December 2005. At 31 August 2006, Cre¤ dit Agricole S.A. (‘‘CASA’’) was the largest shareholders with 72 per cent. The Bank is a company limited by shares (socie¤ te¤ anonyme) with unlimited duration under Greek law, listed on the Athens Stock Exchange. It is subject to regulation and supervision by the Bank of Greece and the Ministry of Development under Greek banking, company and accounting law. The Bank’s registered o⁄ce is at 11 Sophocleous Street, Athens 10235, Greece and its telephone number is +30 210 3284000, fax +30 210 3253746, e-mail: [email protected], and web site: www.emporiki.gr. At 8 September 2006, the closing price of the Bank’s shares was EUR 23.36 per share on the Athens Stock Exchange, implying a market capitalisation of EUR 3.1 billion.

Brief history The Bank was established in 1907 as a private bank under the name Empedocleus Bank and was one of the ¢rst ¢rms to be listed on the Athens Stock Exchange in 1909. In 1952, Professor Stratis Andreadis acquired a signi¢cant stake in the Bank, which then went through a period of rapid development and modernisation. In 1976, the Greek government obtained a signi¢cant share in the Bank, by participating as sole subscriber in a mandatory capital increase. Between 1989 and 1991, the Bank increased its shareholder base through a series of capital increases by public o¡erings of shares. In 1999, the Bank sold its 51 per cent. stake in the Ionian and Popular Bank of Greece and increased its share capital through a public o¡ering. In 2000, the Bank entered into a strategic co-operation with CASA, the largest French Bank. CASA initially acquired a stake of 6.7 per cent. in the share capital of the Bank and a pre-emptive right on the shares of the Bank held by the Loans and Consignment Fund and the Postal Savings Bank. In May 2002, CASA increased its holding in the Bank by approximately 2.3 per cent. by exercising a pre-emptive right on the shares held by the Loans and Consignment Fund. Emporiki Bank and CASA have established a number of joint ventures in the areas of asset management, bancassurance and consumer credit and have an active collaboration in the areas of investment banking and mutual fund management. In December 2005, Emporiki completed a EUR 397 million capital increase to bolster its capital base. In June 2006, CASA proceeded with a public tender o¡er o¡ering EUR 23.50 per share in cash for 100 per cent. of Emporiki Bank’s shares, conditional upon reaching 40 per cent. stake. Its o¡er was revised to EUR 25 per share in cash on 27 July 2006. On 9 August 2006 CASA announced the successful completion of its public tender o¡er for Emporiki, reaching a total 72 per cent. shareholding; CASA also received approvals from all relevant regulatory authorities.

The Greek banking sector The Greek banking sector went through signi¢cant structural changes in the 1990s. Deregulation of the banking sector triggered a number of consolidation initiatives. These changes led to a higher level of concentration, as ¢ve banks (National Bank, EFG Eurobank, Alpha Bank, Emporiki Bank, Piraeus Bank) account for over 70 per cent. of total assets of the Greek banking sector. Greek banks continue to operate in a favourable macroeconomic environment with the economy growing at strong rates in recent years. GDP compounded annual growth rate (CAGR) reached 3.7 per cent. in the period 2000 2005 almost double the European average (source: EIU), while according to EIU forecasts real GDP is expected to grow by a 3.7 per cent. compounded annual growth rate (CAGR) in the period 2006 2010. This strong growth is underpinned by the adjustment to lower interest rates following entry into the Euro-zone, sizeable EU funds £ows in the context of the Community Support Framework III and IV and substantial investments in infrastructure a⁄liated with the 2004 Olympic Games.

66 The Greek banking sector has a low penetration in economic activity compared to other European countries. At the end of 2005, the ratio of consumer credit to GDP was 12.5 per cent. in Greece compared to 16.0 per cent. in the Euro-zone and the ratio of mortgage lending to GDP was 24 per cent. in Greece compared to 36.6 per cent. in the Euro-zone.

Directors and Management A Board of Directors elected by the shareholders of the Bank at the General Meeting manages the Bank. At the General Meeting held on 14 May 2004, the shareholders elected the thirteen-member Board of Directors for a four-year term of o⁄ce, including the independent non-executive members of the Board, in accordance with the provisions concerning corporate governance (Law 3016 and 3091 of 2002). Following the acquisition by CASA and pursuant to the resolution No. 3/347/12.07.05 of the Board of Directors of the Capital Market Commission, Emporiki Bank, at its meeting on 24 August 2006, announced that in replacement of the resigning members of the Board Mr. George A. Provopoulos, Mr. Leonidas A. Zonnios, Mr. Dimitrios P. Krondiras, Mrs. Marguerite L. Zoulovits, Mr. Dimitrios I. Prokopiou, and Mr. Ioannis G. Fotopoulos, elected correspondingly as members: Mr. Christian M. Jacques, Mr. Jean Frederic D. de Leusse, Mr. Pierre-Rene-Henri J. Harang, Mr. Christoforos A. Hatzopoulos, Mrs. Ypatia-Maria-Charlota C. Stratou, and Mr. Philippe J. Dore¤ . The tenure of the above newly-elected members of the Board of Directors will end on the day that the initial or the postponed Ordinary General Meeting of the Shareholders of the Bank for the year 2008 will take place. Moreover, the Board of Directors, in accordance with the Bank’s Articles of Association, elected the director Mr. Jean Frederic D. de Leusse as its Chairman, the director Mr. Bernard C. Dewit as its Vice-Chairman, and Mr. Christian M. Jacques as its Managing Director. On 20 October 2006, the Board of Directors announced the resignation of Mr. Jean-Luc Perron as member or the Board of Directors and its replacement by Mr. Antonios Krontiras son of Nikolaos. Also, the Board of Directors unanimously elected Mr. Antonios Krontiras as Managing Director and Mr. Christian Jacques as Deputy Managing Director. The Board of Directors convenes regularly once per month and additionally when requested by the Chairman or (at least) six members, and decides by simple (50 per cent. +1) majority and quorum. The Chairman does not have a casting vote. The Board of Directors approves the Bank’s general strategy and retains the overall responsibility for signi¢cant decisions a¡ecting the Bank; however, it delegates management powers to the Managing Director, who appoints the General Manager(s), Deputy General Manager(s), management and other committees and other o⁄cers of the Bank. The Assets and Liabilities Committee (‘‘ALCO’’), the Audit Committee as well as the Audit Division constitute the other administrative, managing and supervisory bodies of the Bank.

67 Board of Directors Name Position Status Date elected Occupation Business address Jean Frederic D. de Leusses Chairman Non-executive 24/082006 Banking 91-93 Boulevard Executive Pasteur, 75 710 Paris, Sedex 15, France Bernard C. Dewit Vice- Non-executive 24/08/2006 Banking 91-93 Boulevard Chairman executive Pasteur, 75 710 Paris, Sedex 15, France Antonios N Krontiras Managing Executive 20/10/2006 Managing 11 Sophocleous Str., 102 Director Director, Emporiki Bank 35, Athens Christian M. Jacques Deputy Executive 24/08/2006 Deputy 11 Sophocleous Str., 102 Managing Managing Director Director, Emporiki Bank 35, Athens Philippe J. Dore¤ Member Non-executive 24/08/2006 Banking 91-93 Boulevard executive Pasteur, 75 710 Paris, Sedex 15, France Ypatia-Maria-Charlote C. Stratou Member Non-executive 24/08/2006 Banking Akti Miaouli 41, 185 35, employee Piraeus Despoina S. Chalkidi Member Executive 24/08/2006 Banking Evpolidos 8, 105 51, employee Athens Pierre-Rene-Henri J. Harang Member Non-executive 24/08/2006 Banking 91-93 Boulevard executive Pasteur, 75 710 Paris, Sedex 15, France Christoforos A. Chatzopoulos Member Independent 24/08/2006 International Digeni 1, 174 56, Alimos non-executive press agent Fokion F Dimakakos Member Executive 14/5/2004 Banking Evpolidos 8, 105 51 Employee ^ Economist Athens Nikolaos M Empeoglou Member Independent 14/5/2004 Corporate ALBA, Athinas Ave. & Non- Advisor ^ Areos 2A, 166 71 Executive Electrical Engineer Vouliagmeni Panagiotis N Tsakos Member Non-executive 29/11/2004 Captain of Tsakos Shipping & Merchant Trading S.A., Sygrou Marine Ave. 367, 175 64 Paleo Faliro Spyridon L Lorentziadis Member Independent, 30/03/2006 Certi¢ed Sophocleous 11, 102 35 non-executive Auditor Athens

68 Assets and Liabilities Committee ç (‘‘ALCO’’) ALCO was established by Chairman’s decision nr. 101/12.09.2005 and has an administrative and advisory scope as far as the managing of the Bank’s funds is concerned. Its target is to maximise returns on minimum risk. This committee consists of the following members: Chairman Antonios N Krontiras Members Leonidas A Zonnios Evagelos K Athanassiou Dimitrios M Moschos Spyridon Pantelias Panagiotis T Kapopoulos Ioannis M Papadakis Konstantinos S Paschalis Apostolos G Ska¢das Ioannis A Athanassopoulos Vassilios E Psaltis Petros I Lyrintzis None of the members of ALCO is receiving a fee for his participation to the Committee.

Audit Committee Audit Committee was established under the 2711/12.07.2005 record of meeting of the board of directors of the Bank and has an amicus scope. It consists of the following members: Chairman Spyridon L Lorentziadis Member Bernard C Dewit Member Pierre-Rene-Henri J Harang

Audit Division This Division is a part of the Bank’s organisational chart and exercises an inspection and surveillance function. The executives that have responsibility are the following: Manager Konstantinos A Stefopoulos Deputy Manager George A Timinis Deputy Manager Haralampos Kallianteris Sector Manager George I Goranitis Sector Manager Panagiotis G Patsialidis Sector Manager Dimitris A Trachilis Sector Manager Vassilis I Charitopoulos None of the above receives a fee for this participation.

Major Shareholders The main shareholders of Emporiki Bank, according to the Bank’s shareholders data on 31 August 2006 were the following: Number of %of Number of %of Voting Voting Shareholders Shares Shares Rights Rights Credit Agricole S.A...... 95,277,282 71.966% 95,277,282 71.966% Other Shareholders ...... 37,114,186 28.034% 37,114,186 28.034% Total ...... 132,391,468 100.000% 132,391,468 100.000%

69 STRATEGY

The Group is a dynamic ¢nancial services provider in Greece with the vision of continuously strengthening its competitive position. CASA communicated its vision for Emporiki Bank in June 2006, while its public tender o¡er for the Bank was launched. According to that CASA’s action plan is underpinned by ¢ve pillars: 1. Constructing a platform for sustainable growth 2. Improving risk management 3. Increasing market share, increasing productivity and customer satisfaction 4. Improving human resource management 5. Ongoing discipline in cost control

Constructing a platform for sustainable growth CASA to support its aim for further expansion in retail banking targets to apply its best practices and expertise in developing decision tools in MIS (management information systems) and CRM (customer relationship management), enhance the sales process by focusing on marketing and sales applications, and further rebalance the resource allocation in order to increase the sales force, focus on the customer and strengthen the back o⁄ce’s key processes to support the network. This e¡ort is expected to demand an additional investment of EUR 50 million over the next three years, while it targets to achieve 80 per cent. of the network’s employees to be in the front o⁄ce (client-facing).

Improving risk management CASA has as a scope to harmonise Emporiki Bank’s risk management with its own. As a result, it will increase the loan selectivity by implementing its own internal rating tools and adopting a more segmented approach. In that context, CASA has estimated that by applying its provisioning criteria to Emporiki Bank’s existing credit portfolio will result in EUR 300 million additional provisioning, while cost of risk is estimated to drop by 20 basis points over the next ¢ve years. In the mean time, Emporiki Bank’s customer relationship managers will be put through an adapted training programme and equipped with the necessary professional tools.

Increasing productivity and customer satisfaction CASA does not target to implement any mandatory redundancies but may consider an incremental voluntary retirement program, while it foresees that approximately 500 employees will exercise their option for voluntary retirement by the end of 2008. In the mean time, CASA targets to recruit 250 new employees to strengthen Emporiki Bank’s sales force, as it envisages to increase cross-selling e⁄ciency and reach 5 products per active customer versus 2.5 products per active customer today.

Improving human resource management CASA is expected to apply best practices to the areas of recruiting, performance evaluations, career path management, professional mobility and remuneration. Job descriptions will have to adapt according to the new strategy and the needs of the Bank.

Ongoing discipline in cost control Rigorous containment of operating expenses was a key element in strategy across the Group and important steps have already been taken towards this direction. The most important of that was the resolution of the pension issue, as it eliminated material uncertainties over pension expenses, and rationalised the Bank’s personnel cost compared with its peers. As a major step towards such resolution, the Bank has included its auxiliary pension fund for employees (‘‘TEAPETE’’) within the provisions of Law 3371/2005. In particular, the General Shareholders’ Meeting of the Bank dated 16 August 2005 decided to terminate the Bank’s pre- existing agreement regarding TEAPETE and to include the Bank’s employees within the new Uni¢ed Pension Fund of Banking Employees (‘‘ETAT’’). It must be noted that the Employees’ Union of Emporiki

70 Bank as well as other labour organisations have expressed strong opposition to this pension reform and have announced that they will challenge the recent Law 3371/2005 before the Courts and by industrial action. Such action may materially and adversely a¡ect the settlement of the Bank’s pension issue (please see ‘‘Risk Factors’’ above at page 13). Law 3455/2006 con¢rmed the cost of the inclusion of Emporiki Bank’s personnel into the provisions of Law 3371/2005 at EUR 1.156 million. CASA is aiming at continue these e¡orts and limit growth in costs to the in£ation rate (excluding investment programme), bene¢t from its higher purchasing power and develop managerial accountability to adhere to cost control policies. CASA estimates that cost to income ratio will drop below 50 per cent. in a six year horizon.

Regulatory Capital The adoption of IFRS in 2005 resulted in signi¢cant reduction of Emporiki Bank’s regulatory capital and shareholder’s equity compared to what was previously reported under Greek GAAP, mainly due to the recognition of the liability relating to the resolution of the pension issue. The Bank’s management took immediate actions to restore the Bank’s regulatory capital. In July 2005 the Bank disposed through an international placement treasury shares representing 5.2 per cent. of its share capital resulting in an increase of its shareholders¤ ’ equity by EUR 145 million. In December 2005, the Bank successfully completed a EUR 397 million share capital increase. Following these actions the Bank’s consolidated shareholders’ equity reached EUR 1.1 billion at 31 December 2005. .

71 BUSINESS OF THE GROUP

The Group provides a wide scope of banking and other ¢nancial services.

Pegasus Programme The Bank has embarked on a large-scale transformation initiative to enhance its operating income. Cornerstone of these e¡orts is the ‘‘Pegasus’’ programme, which aims to transform the Bank’s retail banking business. Pegasus consists of a number of individual programs, which aim at the development and implementation of: . New customer relationship management system . New corporate identity and branch layout . New branch business model . Strengthening of the sales function and capacity of the distribution network . Simpli¢cation of processes and procedures . Enforcement of the role of alternative banking channels. This new business concept instils a customer-centred philosophy based on customer segmentation and adjusted value proposition and management processes per segment. Among the ¢rst steps towards the implementation of the new business model were the segmentation of the Bank’s customer base into distinct segments (both for the individuals and the SMEs) and the development of segment speci¢c ‘‘go-to-market’’ models. Rationalisation and centralisation of customer information allows for better targeting and serving the Bank’s customer base by specialised employees that have undergone additional training. Re-engineering and work£ow adjustments have allowed for simpli¢cation and automation of processes, thus improving the response time while allowing for ‘‘one-stop’’ customer servicing. Introduction of new credit scoring methods to products and centralisation of credit approval and collections are the ¢rst steps towards better servicing a growing demand in lending products, while further improving the risk management of the Bank. In addition, the Bank has launched a Sales Performance Programme as a central component of Pegasus in order to boost its sales power by increasing sales capacity as well as sales force e¡ectiveness. Currently almost all branches are operating under the Pegasus programme.

Distribution Branch Network Emporiki Bank has developed an extensive branch network throughout Greece with concentration in key metropolitan cities. In December 2005, the Bank’s network comprised of 376 branches. The organisational structure of the branch network re£ects the customer-focused orientation of the Bank, and comprises three types, depending on the range of products provided: full-service branch, retail customers and SMEs branch, and branches focusing on individuals.

ATM Network The Bank operates a network of 708 ATMs throughout Greece. The Bank’s ATMs network provides enhanced functionality, including cash withdrawals and cash advances for credit cards, cash deposits, mini statements, money transfers, balance checks, ordering of cheque books, changing PIN, payments for credit cards and revolving loans and standing orders for recurring payments (e.g. for utility bills).

Alternative distribution channels The Bank has expanded its alternative distribution channels, such as telephone banking and Internet banking. The Bank operates a new corporate portal alongside a user-friendly e-banking service. The Bank’s online banking service allows customers to access their account balance information, pay credit card bills,

72 transfer money between accounts, manage direct debits and pay bills. An English version of the e-banking service is also available.

In the telephone banking area, automatic phone banking and customer support services have been introduced to enhance the support of banking customers, coupled with outbound telemarketing campaigns to promote banking product and services.

Retail Banking Retail banking is at the centre of the Bank’s strategy. Enabling factors for this strategy include the liberalisation of the Greek ¢nancial markets over the last years, the good prospects for further development of this market in Greece compared to the rest of the European Union and the prevailing satisfactory pro¢t margins.

Through its extensive physical network, complemented by e-banking and telephone banking capabilities, the Bank o¡ers a wide range of products to meet the savings, investment and ¢nancing needs of individuals, professionals and SMEs.

Individuals The Bank focuses on the household segment aiming to improve its customer service and strengthen its relationships with customers. In this context, and due to the fact that deposit interest rates are at historically low levels, special emphasis is placed on the development of composite investment products and the provision of ¢nancial planning services to customers seeking higher returns through alternative investment options and professional management services. As regards lending products for individuals (households and professionals) the Bank’s product portfolio consists of housing loans, consumer loans (principal repayment and revolving loans), loans for professional equipment, credit cards, as well as loans for speci¢c lending needs. At the same time, the Bank continues to create tailor-made product ‘‘packages’’, to modernise its branch platform and to re-engineer procedures

Recent developments are presented below.

The Bank o¡ers a variety of mortgage loan products to meet the needs of individuals and professionals. These include mortgage loans at variable or ¢xed interest rate (for one, three, or ¢ve years) and ‘‘Home Extra’’ loan with an interest rate indexed to the European Central Bank’s base rate. Further strengthening of the Bank’s presence in consumer credit is expected through its subsidiary Emporiki Credicom.

In the credit card market, the Bank has intensi¢ed its e¡orts. In 2004 the Bank was authorised to o¡er Visa cards that incorporated the chip technology according to the Europay Visa Mastercard standards. The Bank’s product portfolio contains the full range of Visa cards, a standard Mastercard and a local credit card. In cooperation with retail merchants, the Bank issues a number of co-branded cards. Also, the Bank issues corporate debit cards, as well as the Debit Maestro debit card. Finally, in the context of the Easy Business revolving loan granted by the Bank to its business customers, the Bank issues the Easy Business card.

Emporiki is the ¢rst bank in Greece to secure safe online transactions for its credit card holders, a service certi¢ed by Visa and Mastercard International.

SMEs The SME Division focuses on small size enterprises with revenues between EUR 6,000 and EUR 1,000,000 as well as on medium size enterprises with revenues above EUR 1 million, with the exception of those managed by the Corporate Banking Unit. Client segmentation, implementation of a customised strategy for each speci¢c client segment, and simpli¢cation of the credit recommendation and approvals are all designed to enhance penetration of this market.

The Bank has been designated, as one of the support vehicles for actions under the thirteen Regional Business Programs for manufacturing and tourism SMEs within the Support Framework III.

73 Savings and Investments In addition to traditional savings products, the Bank is o¡ering capital guarantee products. These investment products o¡er the security of guaranteed capital, but also the opportunity to participate in the upside from a potential rise in the underlying instrument (shares index, interest rate, currency).

Corporate Banking The Corporate Banking unit focuses on large enterprises and public sector entities, aiming at enhancing the product delivery to these accounts by managing the relationship with them centrally. The Bank’s o¡ering includes credit lines, which are generally at variable interest rates with payment terms of up to 12 months, letters of credit and guarantees, term loans, leasing and factoring services.

Large Private Enterprises The Bank provides corporate banking products and services to more than 500 large corporations. In shipping ¢nance, the Bank has strengthened its customer relationships. In 2005, outstanding balances to ocean-going shipping accounted for around 70 per cent. of the total shipping portfolio, while the remaining 30 per cent. refers to coastal shipping.

Public and Utilities Sector The Bank has a position in the segment of Public Enterprises, Utilities and Public Entities.

Investment Banking At the end of 2004, the Bank absorbed its subsidiary Emporiki Bank Investments S.A., i.e. its operations in brokerage services and investment banking, and it is since o¡ering on its own these services. The Bank is o¡ering underwriting services, advisory for listing into the Athens Stock Exchange, ¢nancial advisory services, brokerage services and private banking.

Venture Capital During the Group’s restructuring in 2004, the Bank also decided the absorption of subsidiary Emporiki Venture Capital S.A. (‘‘EVC’’), which was established back in 1994 as the private equity and venture capital arm of the Group and was wholly owned by the Bank. EVC had a total of seven subsidiaries. The three subsidiaries that were based in Greece were fully absorbed by the Bank in March 2005, while the other four subsidiaries that were based in Cyprus continue to operate as Bank subsidiaries. The bank has a 100 per cent. participation in each of them.

Subsidiaries The Group embarked since mid-May 2004 on a restructuring programme, where optimal capital allocation within the Group is instrumental in supporting growth of the core business. In this context, the role of subsidiaries, both domestic and international, is being reassessed. A ¢rst step in this process was the merger (balance sheet merger date is 31 May 2004) by absorption of four subsidiaries (Emporiki Investment Bank, Emporiki Venture Capital, Emporiki Factoring and Emporiki Investments) with the Bank. The rationale for the integration of these subsidiaries into the relevant Business Units of the Bank is to directly align the Group’s distribution networks and to enhance e⁄ciency by implementing a customer- oriented approach.

Asset Management The Bank is active in the asset management sector, through its subsidiaries Ermis Mutual Funds Management S.A. (‘‘Ermis AEDAK’’) , and Emporiki Asset Management (‘‘EAM’’). . Ermis AEDAK was the ¢rst open-ended mutual fund management company that began operating in Greece in 1972. The Bank holds directly and indirectly 71.7 per cent., while Cre¤ dit Agricole Asset Management holds 20 per cent. . EAM is a joint venture between the Bank (80 per cent.) and Cre¤ dit Agricole Asset Management (20 per cent.) and has as an objective to provide institutional asset management services.

74 The two aforementioned subsidiaries have recently completed their merger.

Leasing The Bank is active in the leasing sector, through its subsidiaries Emporiki Leasing and Emporiki Rent.

Emporiki Leasing Emporiki Leasing, which has been a wholly owned subsidiary of the Bank since 1993, provides leasing services to customers in all business sectors, distributing its products through the Bank’s branch network and a⁄liated suppliers. Tax deductibility of interest and capital payments have contributed to the expansion of leasing activities, which was enhanced by changes in the Greek legislative framework in 1999 regarding tax exemption on the transfer of real estate property in the cases of sale and leaseback.

Emporiki Rent Emporiki Rent was established in December 2000 and its shareholders are the Bank, with a total participation of 51 per cent., and two car dealers, KARENTA S.A. (24.5 per cent.) and P.J. Condellis S.A. (24.5 per cent.). Emporiki Rent is active in the area of long-term leasing of passenger cars to businesses and private individuals. Its activities are conducted through the networks of its shareholders, as well as directly by Emporiki Rent itself.

Insurance In the insurance sector, the Bank is active through its subsidiaries Phoenix Metrolife Emporiki and Emporiki Life.

Phoenix Metrolife Emporiki Phoenix Metrolife Emporiki (‘‘PME’’) resulted from the merger of Phoenix (established in 1928) and Metrolife Emporiki (established in 1987) and is listed on the Athens Stock Exchange. To improve its e⁄ciency, PME embarked on a restructuring programme that included a voluntary exit scheme, through which 113 employees departed. Furthermore, it redesigned its traditional life insurance o¡ering and added new, modern products. Other important initiatives of the restructuring programme included the operation of the Car Damage Service Centre that ensured a centrally controlled claims management and thus an improvement of the respective loss ratio, and a redesign of the PME’s distribution channels. On 4 September 2006, CASA, proceeded with a mandatory public tender o¡er o¡ering EUR 2.18 per share in cash for the remaining 10.2 per cent. of PME’s shares CASA did not own directly or indirectly. On 27 October 2006, CASA announced the successful completion of its mandatory public o¡er for PME, reaching 98.5 per cent. (direct and indirect) shareholding.

New products Emporiki Life (Bank Assurance) Emporiki Life was established in 2001 as a joint venture, equally owned by the Bank and Predica, the life insurance company of CASA, to o¡er life insurance products through the Bank’s branch network.

Emporiki Real Estate Management and Development (‘‘ERE’’) ERE was established in 2001 as a wholly owned subsidiary of the Bank. It o¡ers an array of advisory services in real estate management, including assessments and valuations, real estate and development studies, and is also active in the primary market through its participation in real estate development.

International Banking Operations Through the Bank and its banking subsidiaries, the Group, operates in Germany, the United Kingdom, Bulgaria, Romania, Albania and Cyprus. The Bank’s international strategy focuses on supporting the international expansion of medium-sized and large Greek enterprises, developing relationships with ¢nancially sound local enterprises, and expanding retail banking activities. Recently the Bank has put more emphasis on retail banking.

75 The Group’s management aims to expand only those business lines, that can further contribute to their pro¢tability. The Bank will not, however, continue the operation of any of its subsidiaries if pro¢tability prospects do not appear favourable; this was demonstrated in the case of Armenia and Georgia, where the Bank sold its operations in 2005.

Subsidiaries and a⁄liates The following table presents the Bank’s subsidiaries as at 31 December 2005 and the method by which their ¢nancial statements are consolidated. Table of the companies consolidated in the interim consolidated ¢nancial statements of Emporiki Bank as of 31.12.2005 Direct Indirect Consolidation Consolidation Company Interest Interest reason (IFRS) method

1 Emporiki Leasing S.A. 100.00% ç ç Subsidiary Full consolidation 2 Ermis Mutual Fund Management S.A. 71.70% ç ç Subsidiary Full consolidation 3 Emporiki Management S.A. 99.65% Emporiki Real Estate S.A. 0.35% Subsidiary Full consolidation 4 Emporiki Asset Management S.A. 80.00% ç ç Subsidiary Full consolidation 5 Emporiki Development & Real 65.60% Phoenix Metrolife Emporiki SA 34.40% Subsidiary Full consolidation Estate Management S.A. 6 Emporiki Bank-Germany GmbH 100.00% ç ç Subsidiary Full consolidation 7 Emporiki Bank-Bulgaria A.D. 100.00% ç ç Subsidiary Full consolidation Emporiki Bank-Germany GmbH 0.22% 8 Emporiki Bank-Romania S.A. 98.13% Subsidiary Full consolidation {Emporiki Bank-Bulgaria A.D. 0.13%} 9 Emporiki Bank-Albania S.A. 100.00% ç ç Subsidiary Full consolidation 10 Emporiki Bank-Cyprus Ltd 81.19% ç ç Subsidiary Full consolidation 11 Emporiki Group Finance PLC 99.998% Emporiki Management & 0.002% Subsidiary Full consolidation Liquidation of Assets/ Liabilities S.A. 12 Emporiki Credicom S.A. 50.00% ç ç Subsidiary Proportionate Consolidation 13 —mporiki Venture Capital Funds Ltd 100.00% ç ç Subsidiary Full consolidation 14 —mporiki Venture Capital 100.00% ç ç Subsidiary Full consolidation Enterprises Ltd 15 —mporiki Venture Capital 100.00% ç ç Subsidiary Full consolidation Developed Markets Ltd 16 —mporiki Venture Capital 100.00% ç ç Subsidiary Full consolidation Emerging Markets Ltd 17 Kolonos Emporiki S.A. 0.01% Emporiki Real Estate S.A. 99.99% Subsidiary Full consolidation 18 Therma Emporiki S.A. 0.01% Emporiki Real Estate S.A. 99.99% Subsidiary Full consolidation 19 Thermaikos Emporiki S.A. 0.01% Emporiki Real Estate S.A. 99.99% Subsidiary Full consolidation 20 Phoenix Metrolife Emporiki SA 89.84% ç ç Subsidiary Full consolidation 21 Emporiki Life Insurance S.A. 50.00% ç ç Subsidiary Proportionate consolidation 22 Emporiki Car Rent Leasing S.A. 51.00% ç ç Subsidiary Full consolidation 23 Hellenic Industry of Sacks and 58.71% Phoenix Metrolife Emporiki SA 12.86% Subsidiary Full consolidation Plastic Materials S.A. 24 Euler Hermes Emporiki Credit 15.00% Phoenix Metrolife Emporiki SA 35.00% A⁄liate Shareholders’ equity Insurance S.A. 25 MEDIAFON S.A. 25.00% ç ç A⁄liate Shareholders’ equity 26 Phosphoric Fertilisers Industry S.A. 42.16% Phoenix Metrolife Emporiki SA 2.05% A⁄liate Shareholders’ equity 27 ICAP S.A. 20.00% ç ç A⁄liate Shareholders’ equity 28 Charalampides Dairies Ltd* 20.00% ç ç A⁄liate Shareholders’ equity In line with its restructuring plan, the Group sold Emporiki Bank-Armenia CJSC, Emporiki Bank Georgia S.A. and Astika Hotels S.A. during 2005.

76 PRODUCTS AND SERVICES

During 2005, Emporiki Bank advertised and promoted the following new products for its retail customers:

Mortgages In 2005, the Bank launched to the market a variety of new product categories of mortgage loans, targeting to acquire new customers in this market segment. Taking under consideration the low risk pro¢le of the average lender, the new mortgages products o¡er a ¢xed rate for seven, ten and ¢fteen years, as also mortgage loans which o¡er a cap to future £uctuations of interest rates. Moreover, the Bank introduced an innovative mortgage product o¡ering the possibility of £exible payments. The Bank has branded its new mortgage products and it o¡ers them under the umbrella ‘‘My Home’’ in order to position them as a reference point in the market. At the end of 2005 the Bank instigated a sales performance programme (‘‘SPP’’) o¡ering customers the mortgage product My Home Plus free of application, legal and technical charges until 31 December 2005. This programme was supported by a TV advertising campaign.

Consumer Credit In this segment the Bank’s aim is to maintain its leading position and competitiveness of its consumer loans Cash 4U. Under this framework, the Bank upgraded this product to a uni¢ed all loans in one loan product, which was promoted by an advertising campaign. Meanwhile, other consumer loans were developed in cooperation with third parties. From the corporate point of view the Bank has upgraded its VisaGold by embracing the new chip technology. This o¡ers a major security advantage to Emporiki VisaGold users, stemming both from the chip technology and the Emporiki Bank Secure service. At the same time, the credit cards transfer programme was restructured, so as to o¡er a preferential interest rate for the entire duration of the loan instead of six months that it stood previously. Finally, the new Master Gold Card was launched at the end of 2005, and new Debit Visa with chip technology was introduced at the beginning of 2006.

Bancassurance During 2005, the Bank promoted a new savings-insurance product, Smile Pension Express, which aims at strengthening the pension of clients that are close to retirement. At the same time, a new product, Hospital Cash, referring to daily hospital allowance was promoted.

Savings/Investment products In this area of business, the Bank promoted a new highly competitive salary account, Salary Plus, while it reformed its existing base salary account, Emporiki Salary. In time deposits, the Bank, promoted a new deposit account under the name Gold Privileged with two- and three year- duration, competitive interest rate, and the option of early withdrawal after the completion of the ¢rst year without penalty but with interest calculated on the interest rate of the prior scale. The Bank also changed the pricing of time deposits of one-year duration, while it kept its competitive pricing in the category Value Plus. Also, on a monthly basis, the Bank launched guaranteed capital product. These products secure 100 per cent. the initial capital invested, while their return could exceed that of time deposits. The returns ascribed in the products launched in 2005 ranged from 1.75 per cent. to 6 per cent., given that all the prerequisites were covered. In mutual funds, the Bank promoted a new domestic money market product issued by its subsidiary Ermis Mutual Fund Management S.A. with the name Ermis Money Market Domestic.

77 Other products o¡ered during 2005 were: . Synthetic standardised investment products, which comprise a combination of time deposit (semi- annual or annual) and mutual fund. These products, named Emporiki Advantage, could be o¡ered on a variety of combination to investors with di¡erent pro¢les. . A new mutual fund invested on ¢xed income in foreign markets, Ermis Value Plus Foreign Bond, and three new fund of funds diversi¢ed to satisfy the needs of di¡erent investors, . Package products for young people (deposit accounts, insurance products, loans).

Corporate Loans Since SMEs consist the majority of the Greek companies, Emporiki Bank launched a series of corporate loans under the name Easy Business, which target that market segment. . Easy Open to cover working capital needs: During 2005 more than 18,700 Easy Open loans were sold, which total limit exceeded EUR 500 million and their usage ratio exceeded 71 per cent. on average. . Easy Business Premises, which is granted to enterprises to ¢nance investments in the following types of tangible assets: purchase of plot and construction of building facilities, purchase of existing building facilities, repairs or improvements in existing facilities, repairs or improvements in existing real estate owned by third parties. . Easy Equipment, which is granted to existing or newly established business for the purchase of new mechanical equipment (machinery used in the production process), other equipment (furnishings, air conditioning, computers, printers), dematerialised rights and ¢xed assets (software end-user license, TAXI license, etc.), purchase of ‘‘entry rights’’ / development of business collaborations through franchising, purchase of new and used transportation means (trucks, small open trucks, cars, vehicles for professional use, etc.). . Easy Liquidity, a banking product that covers working capital needs of a more permanent nature. The loan is addressed to all enterprises with a turnover of up to EUR 3,000,000, and allows them to obtain the necessary capital in order to secure the smooth operation of their production and commercial activities (purchase of raw materials, purchase of merchandise, payment of operational expenses, payment of social security contributions, etc.) or to restructure their current obligations. . Short- and medium-term ¢nancing of working capital with base interest rate the Euribor and long duration. . Short- and long- term loans in cooperation with Credit Guarantee Fund of Small and Very Small Enterprises S.A. (TEMPE S.A.) that promote entrepreneurship and especially the growth of SMEs. . Overdraft accounts to cover cash needs. In 2005 Emporiki Bank successfully absorbed a EUR 50 million European Investment Bank (‘‘EIB’’) Global Loan designed to ¢nance SME investment projects. In the ¢rst quarter of 2006, Emporiki concluded with EIB another EUR 50 million Euro Global Loan Agreement for similar purposes.

78 PENSION ISSUE

Introduction of IFRS According to EU regulations and respective Greek legislation (Laws 3148/2003 and 3229/2004), and Ministry of Economy Decision 53705/994), Emporiki Bank, as all the companies listed on the Athens Stock Exchange, introduced IFRS, e¡ective as of 1 January 2005. The biggest impact resulting from the adoption of IFRS related to the recognition of the liability associated with the Bank’s pension plan reforms. The e¡ect of the application of the relevant pension plan reform law (3371/2005) on the Bank’s ¢nancial position is analysed in more detail below.

Resolution of the pension issue Following the enactment of Law 3371/2005 covering the banking sector pension plans, Emporiki expressed its interest in including the Bank’s personnel into the provisions of the Law. Pursuant to a request by the Public Enterprise of Transferable Securities (DEKA), Emporiki’s 9 per cent. shareholder, an extraordinary general meeting was called on 16 August 2005 that decided the termination on behalf of the Bank of the agreement with TEAPETE (Emporiki’s auxiliary pension fund) and the application to ETAT (state-run auxiliary fund for bank employees) for inclusion of Emporiki’s employees. A decision was also taken whereby all new employees of the Bank (those employed after 1 January 2005) will be insured under the state run pension plan of ETEAM.

In accordance with the provisions of the above law, the Ministry of Economy and Finance commissioned the compilation of a special economic study by an international independent actuary to determine the cost relating to the inclusion of Emporiki’s personnel to ETAT. According to the study, that has been recently rati¢ed by Law, the cost amounts to EUR 1,156 million. Based on the law, an element of the estimated cost can be covered by higher de¢ned contributions and the remaining obligation should be covered by payments that can be made up to ten annual instalments.

Pursuant to the above, and based on the interpretation of the law, the Bank recognised in its ¢rst annual IFRS ¢nancial statements for the year-ended 31 December 2005 a gross liability of EUR 786.3 million (net of deferred tax EUR 589.7 million) that relates to the obligation undertaken by the State funds to pay future pensions to the Bank’s retired employees. The outstanding liability will bear interest at 3.53 per cent. The amount recognised in the annual ¢nancial statements was higher than the initial estimate made in the interim ¢nancial statements previously published by EUR 74.7 million (net of deferred tax). The remaining element of the estimated cost relates to the Bank’s current employees and will be covered by higher de¢ned contributions paid in the future on those employees of the Bank that were employed prior to 31 December 2004. Based on the law, the obligation to pay post-employment bene¢ts to these employees will be undertaken by the state-run plan ETEAM. This arrangement has been accounted for in the Bank’s IFRS ¢nancial statements as a de¢ned contribution plan as the Bank’s only obligation will be to pay ¢xed contributions to state-run plan ETEAM with no legal or constructive obligation to pay any further contributions in the future in the event that ETEAM will not be able to pay all employee bene¢ts relating to services provided to the Bank in the current or prior periods. It is estimated that as a result of this arrangement, additional contributions of approximately EUR 28 million will be charged annually to the Bank’s income statement.

Capital raising program As explained above, the adoption of IFRS in 2005 resulted in a signi¢cant reduction of Emporiki’s regulatory capital and shareholders’ equity compared to what was previously reported under Greek GAAP, mainly due to the recognition of the liability relating to the resolution of the pension issue. The management of the Bank immediately targeted the strengthening of the Bank’s capital base, and in particular:

. placed on 25 July 2005, through an accelerated book building, 5.48 million of treasury shares international institutional investors raising EUR 145 million; and

. completed a EUR 397 million share capital increase in December 2005. The details of the rights issue are shown below.

79 Rights issue The second iterative general meeting of Emporiki Bank’s shareholders resolved for the increase of the Bank’s capital by EUR 397,174,410 through the issuance of 26,478,294 new shares o¡ered through pre-emption rights to existing shareholders for a subscription price of EUR 15 per share and at a ratio of 5 new shares for every 20 existing shares. Number of existing shares ...... 105,913,174 New shares issued ...... 26,478,294 Post capital increase number of shares ...... 132,391,468

Share nominal value...... EUR5.50 Subscription price ...... EUR 15.00 Total capital increase proceeds ...... EUR 397,174,410 The share capital increase was completed successfully at 22 December 2005, raising the Bank’s shareholders funds by EUR 397 million.

80 INTERNAL MANAGEMENT OPERATIONS

IT developments During 2005, the Bank made all the necessary upgrades of its existing information system and added new functions, in order to support the development of new products in mortgages and consumer loans, leasing and asset management. In the area of credit cards, Emporiki Bank launched the chip technology and issued the VISA Chip Debit card, which o¡ers higher security in transactions. Moreover, a new system of internal pricing (funds transfer price) was introduced and in the area of human resources, SAP was established.

The Bank embarked on a wide new system for budget control and MIS, and introduced a new operations manual.

In the telecom area, it completed the extension of the metropolitan network ring consolidating its telecom infrastructure and upgrading its communication network.

In 2006, the Bank begun the development of a data warehouse to correspond to the needs of Basel II. Its completion is expected to take place by the end of the ¢rst quarter of 2007.

Employees As at 31 December 2005, the total number of Group employees stood at 7,657 versus 8,049 at 31 December 2004. The full time employees of the Bank were 6,377 compared to 6,627 a year earlier.

Under Greek law and the Bank’s labour rules, employment is for a de¢nite time and ends when the appropriate age limit is reached (currently at 58 years and 35-year service, or at 62 in all cases) or otherwise for serious cause or voluntarily by the employee.

The Bank pays special attention to the training of its personnel through in house training programmes by the Training Division and employees are also o¡ered the opportunity to attend external courses, both in Greece and abroad.

Legal Matters In the normal course of conducting its business, the Bank and its subsidiaries are engaged at any particular time in a number of legal or other proceedings. It is not possible for the Bank to predict with certainty the outcome of these proceedings pending. However, in its view, none of these actions have a material adverse e¡ect on the ¢nancial position of the Bank or the Group.

Internal Audit The Audit Division conducts inspections within the Bank and the Group to assess the implementation and e¡ectiveness of internal controls. It operates independently and reports directly to the Chairman of the Board and the Audit Committee, which consists of the two independent non-executive members of the Board of Directors plus another o⁄cer of the Bank, in accordance with the provisions on corporate governance. The Audit Division reports to the Bank of Greece on the su⁄ciency of provisions twice per year.

With regards to credit reviews, this Division (according to the Bank of Greece’s regulation) is responsible for assessing the quality of the loan portfolio.

Risk Management The Risk Management Division is responsible for monitoring and managing market, credit, liquidity and operational risks. In this context, it monitors trading and counter-party limits as approved by the Asset and Liability Committee (ALCO), which is responsible for setting the balance sheet structure and reviewing interest rate exposures and liquidity levels. Also, the Division monitors the quality of loan portfolio and country and sector limits as approved by the Risk Committee, which is responsible for enhancing oversight across the risk management process for all type of risks in the Bank and for approving risk management policies, new products and pricing strategies.

81 Market Risk Market Risk arises from the uncertainty concerning changes in market prices and rates, the correlations among them and their levels of volatility. The Bank uses the Value at Risk approach to estimate and manage Market Risk. VaR measures the potential future loss that, under normal market conditions, will not be exceeded in a de¢ned period of time, taking into account a de¢ned con¢dence level. The Value at Risk measure enables the Bank to apply a constant and uniform measure across all trading businesses and products. Additionally, the Bank estimates the potential future loss under extreme market scenarios, not covered by the con¢dence interval of the Value at Risk model (stress testing). In order to manage Market Risk, the Bank imposes limits for each portfolio that are approved by the ALCO Committee.

Credit Risk The Bank evaluates its risk pro¢le by assessing concentration risks, allocating the cost of credit and setting country and industry limits to provide portfolio diversi¢cation. Client selection for this asset portfolio is made through the bank’s rating system primarily considering the debtor’s risk of default. The system is implemented in house. It links customer ratings with the corresponding probability of defaulting on their obligations within one year. For the measurement of credit risk, the Bank has a credit rating system in place, which classi¢es borrowers into ten categories. The criteria used for this categorisation include ¢nancial and qualitative data on companies, transactional behaviour, as well as the type of loan and collateral provided; these criteria are described in the Bank’s ‘‘Credit Manual.’’ Furthermore, the Bank has set speci¢c loan approval processes, with speci¢c limits at certain approval levels, and credit review policies to monitor the creditworthiness of the borrowers. Emporiki Bank’ way to address the sectorial concentration risk management is to employ a combined performance scoring and portfolio analysis framework which is enriched with economic analysis in order to take into account the general prospects of each sector. The main feature of concentration risk analysis is the following: when two industries’ performances are highly correlated, risk management Division may set an aggregate limit of less than the sum of the two individual industry limits.

Operational Risk The Bank is in the process of ¢nalising the adoption of the Basle II requirements with regards to these types of risks; the Operational Risk Sector within the Risk Management Division leads these e¡orts. The Bank has accepted the de¢nition of operational risk as described in the Basel II Directive and has decided to opt for the Standardised Approach for measuring operational risk. Furthermore, the Bank is proceeding with the implementation of a corporate security policy and it is completing its disaster recovery centre. Its business continuity plan has also been ¢nalised. The Bank has insurance coverage for all its hardware and mainframe equipment and it is also insured against fraud and other special operational risks at Group level.

Asset and Liability Management Asset & Liability Management Sector is responsible for the management of liquidity and interest rate risk, through a specialised system. More speci¢cally, the strategic perspective comprises the maturity and interest rate pro¢le of all assets and liabilities. The bank’s position is subject to stress testing and scenario analysis to evaluate the impact of sudden stress events. The scenarios are either based on historic events of liquidity and interest rate crises or models using hypothetical events. In this way the Bank is in a position to analyse the variance of its income and to forecast its liquidity needs in the future. Moreover, a Fund Transfer Pricing System (‘‘FTP’’) has already been installed in order to price transactions on the bank’s balance sheet and determine the net opportunity cost or pro¢t as well as the performance of organisational units, products, geographical regions and customer groups.

Treasury management The Treasury Division focuses on managing the Bank’s assets and liabilities, within the guidelines set by the ALCO, and ensuring adequate liquidity levels to satisfy requirements from all commercial and trading activities. Moreover, it provides treasury products to corporate customers and individuals, and it engages in

82 proprietary trading, including Greek government bonds, Eurobonds, and, primarily for hedging purposes, structured products and derivatives. The Bank is an active participant in the primary and secondary market for Greek government securities (Electronic Secondary Securities Market, HDAT), in the interbank foreign exchange market, and is a market maker in the European Interbank Market of EONIA Swaps. The Reuters-based IT system Kondor Plus assists the Treasury Division in monitoring and managing the Bank’s positions. Interbank counterparty and trading limits are monitored daily from the Risk Management Division and are reviewed semi-annually by the Credit Policy Committee and the ALCO respectively. The Risk Management Division applies daily the VaR methodology to measure interest rate and foreign exchange exposure of the Bank and runs monthly stress testing scenarios; the respective reports are presented to the General Management and the Treasury Division.

83 CREDIT QUALITY

Loan Approval Process The Bank’s rules and procedures for loan approval and monitoring are outlined in its Credit Policy Manual. The Credit Policy Committee (‘‘CPC’’) of the Bank, that sets these rules and procedures, meets weekly and its participating members are the Bank’s Chairman and General Managers, the Deputy General Managers of the Corporate Banking Unit and the Retail Banking Unit as well as the Head of the Credit Control Division. The Head of Risk Management attends the meetings of the Committee, but has no voting right. Approval authorisation limits apply to all credit products. The following limits are covering the total exposure of the bank to a speci¢c borrower (including its a⁄liates). For corporate and medium business lending these limits are: . Branches up to EUR 500,000 (under certain criteria). . Central Branch up to EUR 600,000 (under certain criteria). . Regional manager up to EUR one million (if rated 1 to 8). . Regional Manager and Credit Control Sector Manager up to EUR 5 million (if rated 1 to 8). . Deputy Retail or Wholesale General Director and Credit Control Deputy Director up to EUR 15 million (if rated 1 to 8). . Retail or Wholesale General Director and Credit Control Director up to EUR 25 million (if rated 1 to 8). . Credit Committee up to EUR 100 million. . For exposures greater than EUR 100 million the presence of CEO in Credit Committee is required. Exposures to small businesses (companies with turnover less than EUR one million) in order to be approved have to be scored above the cut o¡ point of bank’s scoring system as well as to ful¢l a set of policy rules de¢ned by the Credit Control Division. The above-mentioned credit limits di¡er for loans exclusively to individuals (mortgage and consumer lending) up to EUR one million. More speci¢cally for exposures to individuals up to EUR one million, the approval authorisation limits are: . Branches up to EUR 300,000 for mortgage and EUR 80,000 for consumer lending. . Central Branch up to EUR 500,000 for mortgage and EUR 100,000 for consumer lending. The total exposure (mortgage and consumer lending) to a speci¢c individual cannot exceed the total limit of the mortgage lending in each level. Scorecards and a set of policy rules are used for all products to individuals excluding mortgages, and consumer factoring. A score over de¢ned cut-o¡s and compliance with policy rules constitute the approval criteria. There are detailed policies concerning overrides, which come until now mainly from Branches or from Regional Divisions. However the bank is setting up a separate department for central evaluation and approval of loan applications and underwriting process (review data input, cross checking customers data etc). With regards to global exposures, of the Group to a company (or group) is measured and monitored. Subsidiaries in the Group liaise with the Bank’s Risk Management Division prior to commencing any lending relationship with a ¢rm to receive information on any other exposure of the Group to the prospective client (or its a⁄liates). Subsidiaries’ Boards Of Directors have the authority to approve exposures up to EUR 1.5 million. For exposures exceeding this limit the approval authority is assigned according to the above- mentioned limits. As far as the corporate exposures are concerned Emporiki Bank is implementing the new ten grade rating system replacing the previous one, which was based on a ¢ve credit rating system. The new system, based on the guidelines provided by the Basle II accord, contain ten classes to permit a more accurate categorisation. Probabilities of default and transition matrices have been calculated for all classes on the

84 basis of historical data. According to Emporiki Bank’s rating system an obligor will be automatically downgraded to ninth grade after three months of delay (>90 days) and be assigned as default. The approval procedure above described applies to loans classi¢ed as 1-8. Loans in the remaining categories 9 and 10 are monitored by the non-performing loans division for amounts up to EUR 2 million, a General Manager up to EUR 5 million; and 9 or 10 loans in excess of that amount are referred to the CPC or the Chairman. Loans to individuals are currently classi¢ed in three classes (K, EM or AE). Credit card and consumer loan portfolios are assessed by credit-scoring systems that are used in the approval process. The credit approval process for mortgage loans relies on the evaluation of the credit ability and solvency of the customer and a technical and legal audit of the relevant property. Information on credit behaviour is further investigated through the Bank’s proprietary Credit File or the Greek Credit Bureau (Teiresias).

Credit Review Policies Credit Control Division conduct credit review in co-operation with the Audit Division, which, however, operates independently from the credit approval units and report directly to the Audit Committee. The Bank’s credit exposure to each borrower is subject to detailed reviews from both the credit control division and the Audit Division. Credit facilities to all clients that are classi¢ed as 1 to 4 are evaluated at least a year after they were granted, while facilities in the categories 5 to 8 are evaluated every six and three months respectively. Loans to borrowers that have defaulted categories (9 and 10) are reviewed on a monthly basis. As far as exposures to individuals are concerned, if the principal or interest on a loan classi¢ed as K is in delay of six months, the loan is downgraded to EM and after twelve months to AE. A potential downgrade of the borrower is likely to trigger a series of actions by the Bank, including additional collateral or other guarantees, and closer monitoring of such customers. Credit Reviews are based on the Credit Audit System, a process developed by the Audit Division and approved by the Bank. The Audit Division conducts credit reviews based upon speci¢c sampling techniques to determine the scope, depth, span and also the periodicity of the audits, which does not exceed 18 months limit. The evaluation of credit risk is based on audits performed for approximately 65 per cent. of the aggregate loan portfolio. Moreover, the quality of the loan portfolio is examined in terms of liquidity, collaterals, classi¢cation, possible ¢nancial loss and the borrowing capability at the Branch level. High priority cases require a maximum of twelve months between regular audits, within which a series of ad hoc audits is normally performed. The Bank’s collections process has been signi¢cantly improved by de¢ning a new comprehensive strategy and by implementing appropriate supporting organisation, processes and systems. This process is centralised and customer-centred, tailoring treatment of accounts based on customer segments, relationship of the client with the Bank, delinquency stage and key risk factors that depend on the outstanding amount, time in arrears and response of the client to our treatment strategies. Based on the above parameters process £ows and cut- o¡ points for transition between stages are cleared out. Operationally the process is streamlined having outsourced non-value adding parts in order to contain costs. Early Collection Division manages early collection procedures. According to these procedures call centres and automated mailing are used for loans with delays more than 10 and up to 90 days. Finally, collection agencies and lawyers are responsible for the workout for loans with maximum delay of 180 days that meet certain risk-based criteria. The Bank plans further investments to improve treatment strategies. Loans to corporate clients up to EUR 2 million that are classi¢ed as 9 or 10 are managed by the non- performing loans division, which may initiate all necessary action for recovery (including restructuring, receiving additional collateral, litigation, bankruptcy or other insolvency proceedings).

Loan loss provisions Classi¢cation of problem loans From the beginning of 2002, according to Laws 2076/1992 and 2937/2001 and relevant decrees of the Bank of Greece regulations, non-performing loans are de¢ned as loans, of which interest or principal is over six

85 months overdue, or those that are deemed to have a very low probability to make interest or principal payments. The Bank is in the process of fully automating its loan classi¢cation procedure, which will ensure that the total amount of non-performing loans converges with the sum of the loans classi¢ed as 9 and 10. This divergence implies that interest for some loans rated as 1 8 is not accounted for until collected; the reverse occurs for other loans classi¢ed as 9 or 10.

86 FUNDING

At 31 December 2005, total consolidated customers’ deposits amounted to EUR 14,929 million, an increase of 0.01 per cent. compared to 31 December 2004. The following table illustrates the breakdown of the Group deposits:

Deposits (consolidated accounts) At At 31 December 31 December 2005 2004 (EUR million) Sight ...... 2,350 1,716 Savings ...... 7,238 7,235 Time and other ...... 5,254 4,788 Repos ...... 13 1,079 Cheques and remittances payable ...... 74 110 Total ...... 14,929 14,928

Repos refer to securities repurchase agreements between the Group and its clients, which are backed by Greek government bonds from the proprietary portfolio of the relevant Group company that is o¡ering the repo agreement.

87 SUMMARY OF SIGNIFICANT RELEVANT DIFFERENCES BETWEEN GREEK ACCOUNTING PRACTICES AND INTERNATIONAL FINANCIAL REPORTING STANDARDS (‘‘IFRS’’)

The statutory ¢nancial statements of the Bank for the ¢nancial year ended 31 December 2004 were prepared in accordance with Greek Accounting Practices except as mentioned in the notes thereto and the relevant auditors’ report. IFRS di¡ers in certain respects from Greek Accounting Practices. The following is a summary of signi¢cant di¡erences between IFRS and Greek Accounting Practices in so far as they relate to the ¢nancial statements of the Bank.

Subject IFRS Greek Accounting Practices Securities According to IAS 39, marketable Carried at a total lower of cost and securities are distinguished between market value. The devaluation should be trading, available for sale and held to charged to the income statement based maturity. Trading and available for sale on the average stock exchange price of securities are carried at fair values. the last month. For non-listed shares the market value is based on the net equity of the latest audited/published ¢nancial statements after taking into consideration any audit quali¢cations. Any surplus/de¢cit on revaluation of the As an alternative, Law 2992/2002 trading portfolio is credited/charged to provides for the classi¢cation of the income statement. securities into Investment and Trading Portfolios. Initial cost is considered the e¡ective price as at 31.12.2002. Any surplus/de¢cit on the revaluation of Investment portfolio comprises debt the available for sale portfolio is securities that the management has the recognised directly in equity until the intent and ability to hold until maturity asset is disposed or impaired. and are stated at amortised cost. They are carried at lower of cost and market value. Held to maturity securities are stated at Trading portfolio comprises securities amortised cost. held for pro¢t making purposes and are measured at fair values. All gains or losses, realised and unrealised, are included in net trading income. Derivative All derivative instruments are carried at Greek GAAP do not provide guidelines instruments fair value in assets when it is positive and for the year-end valuation and in liabilities when it is negative. Fair accounting of the speci¢c products. values are obtained from quoted market prices for exchange-traded derivatives. For the over the counter derivatives the fair values are obtained from discounted cash £ow models and option pricing models which consider current market and contractual prices for the underlying instrument, as well as time value of money, yield curve and volatility of the underlying. For derivatives held for trading purposes, realised and unrealised gains and losses are recognised in trading income. When a derivative meets the speci¢ed in IAS 39 criteria to obtain hedge accounting treatment either fair value or cash £ow hedge accounting is applied.

88 Subject IFRS Greek Accounting Practices In a qualifying hedge of exposures to changes in fair value, the change in fair value of the hedging derivative is recognised in pro¢t or loss. The change in the fair value of the hedged item attributable to the hedged risks adjusts the carrying value of the hedged item and is also recognised in income statement. In a qualifying cash £ow hedge, the e¡ective portion of the gain or loss on the hedging derivative is recognised in Shareholders’ equity while the ine¡ective portion is reported in pro¢t or loss. When the hedged ¢rm commitment or forecast transaction results in income or expense, then the associated gain or loss on the hedging derivative is removed from Shareholders’ equity and included in income statement in the same period during which the forecast transaction a¡ects pro¢t or loss. Loans originated by Loans originated by the group are A general loan provision is established, the Group and carried at amortised cost and are generally following tax legislation, to provisions for loan recognised when cash is advanced to cover losses that are judged to be present impairment borrowers in the lending portfolio, but which have not been speci¢cally identi¢ed as such. A loan is considered impaired when The general provision for doubtful debts management determines that it is is calculated as 1 per cent. of the annual probable that the Group will not be able average loan portfolio (other than loans to collect all amounts due according to extended to the Greek State or Greek the original contractual terms, unless State owned organisations, and loans such loans are secured, in process of having the Greek State’s guarantee), collection, or other factors exists which which is tax deductible. make the Group expect that all future cash £ows according to the original terms of the contract will be received. An impaired loan is classi¢ed as non- performing when the contractual payments of principal and/or interest are usually in arrears for 90 days or more. The amount of the provision is the Non-banking companies are entitled, for di¡erence between the carrying amount tax purposes, to set up general provisions and the recoverable amount, being the for losses from customers ranging from present value of expected cash £ows, 0.5 per cent. to 2 per cent. of their including amounts recoverable from revenues (2 per cent. relates only to the guarantees and collateral, discounted leasing companies). based on the interest rate of inception. If the amount of the impairment When a loan is deemed uncollectible, it is subsequently decreases due to an event written-o¡ against the related provision. occurring after the write-down, the Subsequent recoveries are credited to the release of the provision is credited to the income statement. bad and doubtful debt expense. Investments in For IFRS purposes, such investments are In the statutory accounts of the Bank, Subsidiaries and stated at cost, as allowed by IAS 27 (for investments in subsidiaries and Associates subsidiaries) and IAS 28 (for associates). associates are stated at the lower of aggregate cost or market.

89 Subject IFRS Greek Accounting Practices Consolidation IAS 27 requires the consolidation of all Subsidiaries with signi¢cantly di¡erent subsidiaries, irrespective of their business activity from that of the rest of the group activities, unless control is intended to be are excluded from consolidation. temporary or it operates under severe long-term restrictions. Asset lives Depreciation charge is based on the Depreciation rates allowed by the Tax useful economic life of an asset starting Authorities may di¡er from useful lives. from the date of acquisition or the date Certain incentive laws permit additional the asset is available for use. Straight-line depreciation for tax purposes, which method is preferred. must be recorded in the accounts. Land and Buildings Fixed assets are carried at cost less any Land and buildings are valued at cost accumulated depreciation and any plus mandatory revaluations made accumulated impairment losses. In (currently every four years) on the basis addition, the asset may be carried at of coe⁄cients provided by the respective revalued amount, being its fair value at laws. The related depreciation reserve is the date of revaluation less any also revalued on the same basis. subsequent depreciation and any The resulting net revaluation surplus is subsequent impairment losses. However, initially recorded in revaluation reserve IAS 16 provides that land and buildings account in shareholders’ equity and is can either be stated at cost or fair market capitalised within a speci¢c period. value (as determined by professional quali¢ed valuators at regular intervals). Any surplus is recorded as a revaluation reserve under equity, net of related deferred taxes.

Intangible assets Under IAS 38 intangibles should be Intangible assets, such as pre-operating expensed in the period in which they are and reorganisation costs, property incurred. Intangible assets can only be acquisition and capital increase costs, capitalised if the entity can demonstrate research and development expenses etc., that there will be a future economic are capitalised and amortised equally bene¢t and the cost of the asset can be over a maximum period of 5 years. measured reliably. Amortisation should be made on a systematic basis over the The following can be capitalised as other best estimate of its useful life, which intangible assets: should not exceed 20 years. Internally generated intangible assets may only be ç industrial property rights capitalised if they have a readily ç expenses for capital increases and ascertainable market value. Intangible bond issuance assets can include: ç foreign exchange di¡erences on loan or debt to acquire or construct ç copyright a ¢xed asset ç concessions ç reorganisation expenses ç includes ç patents expansion of a company or costs ç licences involved in a new product ç trademarks ç capitalised interest on loan during ç similar rights and assets construction period ç acquired brands ç pre-operating expenses/own start- ç franchises etc up costs and on creating a new business.

90 Subject IFRS Greek Accounting Practices Capitalisation of Allows a free choice between the Financial expenses relating to loans borrowing costs capitalisation (as part of the cost of the which are used to ¢nance qualifying asset) and expensing for those borrowing assets can be accumulated until the date costs that are directly attributable to the of capitalisation of such assets and acquisition, construction or production capitalised in intangible assets. of assets that take a substantial period to get ready for their intended use of sale borrowing costs. The capitalisation of borrowing costs Foreign exchange losses incurred after ceases when substantially all activities the date of capitalisation, which are necessary to prepare the qualifying asset related to the loans used to ¢nance such for its intended use or sale are complete. assets, can be capitalised in intangibles. However, interest incurred after the date of capitalisation is not allowed to be capitalised. Accounting for tax Under IAS 12, current income taxes In Greece there is no obligation to ¢le a should be recorded as a pro¢t and loss consolidated income tax return. The item rather than as appropriation from Bank provides for its current income tax retained earnings. Deferred income tax is liability according to the Greek tax provided for all temporary di¡erences regulations (tax return purposes). Such arising between the tax bases of assets provision is appropriated from retained and liabilities and their carrying values earnings for ¢nancial reporting purposes. Currently enacted tax rates are used to No deferred taxes are accounted for. determine deferred income tax.

Extraordinary items Occur very rarely. The term extraordinary is fairly broad and includes pro¢ts and losses from sales of ¢xed assets, unused provisions, exchange rate di¡erences, etc. Leases Under IAS 17, ¢nance leases are Under Greek GAAP, lease agreements accounted for in accordance with the are accounted for as operating leases. ¢nancing method. The ownership of the leased assets is transformed to the lessee at a cost Accordingly, the minimum lease signi¢cantly lower than its fair market payments to be received over the term of value. Such leased assets are shown as the lease plus the estimated residual depreciable property and depreciated value of the leased assets are capitalised over the lease period. Rentals received as ¢nance leases under loans and are accounted for as income on accrual advances to customers. Lease income is basis. recognised over the term of the lease. Own Shares Presented separately in Shareholders Presented as an asset and a reserve of the equity. same value is formed through the Appropriation Account and presented in No pro¢ts or losses from transactions of shareholders’ equity. Pro¢ts and losses own shares are recognised in the income from the sale of own shares are statement. recognised in the income statement. Dividends payable Dividends for the period formally Dividends for the period formally declared after the balance sheet date, are declared after the balance sheet date are disclosed in the notes to the ¢nancial credited in liabilities and charged in the statements, but not included as a liability appropriation account. until they are formally approved.

91 Subject IFRS Greek Accounting Practices Pension obligations Under IAS 19, as revised and e¡ective 1. Provision for sta¡ retirement and other post- 1999, the pension costs for de¢ned bene¢ts retirement bene¢t plans are accounted for using the Non-Bank employees are entitled to obligations projected unit credit method. Under this termination or retirement indemnity, method, the cost of providing pensions is which is dependent on the years of charged to the income statement so as to service and salary. In case of retirement, spread the regular cost over the service the amount is equal to 40 per cent. of the lives of employees in accordance with the indemnity that would be payable upon advice of quali¢ed actuaries who value dismissal for which a reserve should be the plans regularly. The pension provided in accordance with Greek obligation is measured at the present GAAP. However based on the value of the estimated future cash interpretation of the legal counsel of out£ows. Greek State, the companies are entitled to provide for personnel retirement costs only for those employees who have the right to retire within the next year.

2. The Employees’ Pension Fund Banks account for any additional contributions to such funds on a cash basis.

ABBREVIATIONS In this Prospectus the following abbreviations have the meaning stated, unless it is otherwise speci¢cally provided: ALCO Asset and Liability Committee ATM Automate Teller Machine BOT Build-Operate-Transfer CALYON Cre¤ dit Agricole Lyonnais Corporate & Investment Bank CASA Cre¤ dit Agricole S.A. CPC Credit Policy Committee DEKA Public Enterprise for Securities EAM Emporiki Asset Management EVC Emporiki Venture Capital EDP Electronic Data Processing EMIB Emporiki Investment Bank ERE Emporiki Real Estate Management and Development ERP Enterprise Resource Planning EU European Union GAAP General Accepted Accounting Principles GDP Gross Domestic Product HDAT Electronic Secondary Securities Market IFRS International Reporting and Accounting Standards IKA Greek Social Security Fund OTOE General Union of Employees in the Banking Sector PME Phoenix Metrolife Emporiki POS Point-of-Sale SMEs Small and Medium Enterprises TEVE Greek Fund for Traders and Craftsmen VAT Value Added Tax All references herein to ‘‘Greece’’, ‘‘Greek State’’, ‘‘Republic’’, ‘‘Republic of Greece’’ are to the Hellenic Republic. All references herein to ‘‘Bank of Greece’’ or ‘‘Central Bank’’ are to the Bank of Greece.

92 TAXATION

The following is a general description of certain United Kingdom, Greek and Luxembourg tax considerations relating to the Notes. It does not purport to be a complete analysis of all tax considerations relating to the Notes, whether in those countries or elsewhere. Prospective purchasers of Notes should consult their own tax advisers as to which countries’ tax laws could be relevant to acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes and the consequences of such actions under the tax laws of those countries. This summary is based upon the law as in e¡ect on the date of this Prospectus and is subject to any change in law that may take e¡ect after such date.

Taxation in the Hellenic Republic 1. Greek Withholding Tax The following discussion of Greek taxation, as it relates to the Notes and to the Guarantee, is of a general nature and is based on the provisions of tax laws currently in force in Greece. Noteholders who are in doubt as to their personal tax position should consult their professional advisers. Under Greek tax laws as of the date hereof, a withholding tax of 10 per cent., shall be imposed on payments of interest from Emporiki Bank in respect of Notes issued by it, if such Noteholder is a resident of Greece or maintains a permanent establishment in Greece, for Greek tax law purposes. Nevertheless, such withholding tax shall not be imposed should the issue of such Notes be considered as having taken place outside Greece. Furthermore, should a Noteholder of such Notes not be a resident of Greece, provided that such Noteholder presents a ‘‘tax residence certi¢cate’’ issued at a date not later than one (1) year before such certi¢cate is presented, no Greek income tax is imposed upon such a payment of interest. Noteholders receiving payments of interest under the Notes who are individuals, acting as ‘‘bene¢cial owners’’, as de¢ned in article 4 par. 1 of Law 3312/2005 ((Gov. Gazette No ‘A’ 35/2005) implementing into Greek Law Directive 2003/48/EC on taxation of savings income in the form of interest payments ^ the ‘‘Implementing Law’’) and receiving such payments from a ‘‘paying agent’’ as de¢ned in article 4 par. 2 of the Implementing Law, will not be subject to any Greek tax withholding. Under Greek tax laws as of the date hereof, no Greek withholding tax shall be imposed on payments of principal or interest by Emporiki PLC (or of principal by Emporiki Bank under the Guarantee), in respect of Notes issued by Emporiki PLC. Under Greek tax laws as of the date hereof (i) a withholding tax of 20 per cent., which does not exhaust the tax liability of the Noteholder, might be imposed on Noteholders who are tax resident in Greece and on Noteholders who maintain, for tax purposes, a permanent establishment in Greece ^ unless payment of interest under the Guarantee quali¢es as ‘‘interest’’, as de¢ned in article 4 par. 3 of the Implementing Law, the Guarantor acts as ‘‘paying agent’’, as de¢ned in article 4 par. 2 of the Implementing Law, and the holder is an individual, providing evidence that he has not received or secured such interest for his own bene¢t, as de¢ned in article 4 par. 1(a) to (c) of the Implementing Law, and (ii) a withholding tax of 25 per cent. (in particular for interest payments from 1 January 2006 to 31 December 2006, such rate will be 29 per cent.), which exhausts the tax liability of a Noteholder, might be imposed on Noteholders who are companies or legal entities and who are not resident in Greece and do not maintain a permanent establishment in Greece, in relation to payments made to such Noteholders by Emporiki Bank under the Guarantee which payments represent accrued interest on the Notes. However, if a Noteholder is a resident of a country with which Greece has executed a bilateral treaty for the avoidance of double taxation then the provisions of such bilateral treaty shall prevail over the provisions of internal Greek tax laws and shall apply, provided that such a Noteholder presents a tax residence certi¢cate issued at a date not later than one (1) year before such certi¢cate is presented.

2. Implementation of the EU Savings Directive On 3 June 2003 the EU Council of Economic and Finance Ministers adopted Council Directive 2003/48/EC on taxation of savings income in the form of interest payments (the ‘‘EU Savings Directive’’). Greece implemented the EU Savings Directive by virtue of Law 3312/2005 (Gov. Gazette No A¤ 35/2005).

93 The purpose of this section is to provide a summary of the mechanics introduced by Law 3312/2005 for the purposes of such implementation. Capitalised terms used in this Taxation Section and not de¢ned in the Prospectus shall have the meaning given to them in the EU Savings Directive. Under the aforesaid implementing Greek Law 3312/2005, Greek Paying Agents paying interest, payable under the Notes or the Guarantee, to or securing the payment of such interest for the bene¢t of any EU individual holder (natural person) of Note(s), who is not residents of the Hellenic Republic for tax purposes, shall be required to report to the Greek Competent Authority, being the Directorate of International Financial A¡airs of the Ministry of Economy and Finance, certain information (consisting of, among others, the identity and residence of such individual holder of Note(s), the name and address of the paying agent etc.) The Directorate of International Financial A¡airs of the Ministry of Economy and Finance shall in turn communicate the above information to the respective Competent Authority of the Member State in which such holder of Note(s) retains his residence for tax purposes. A reporting process is established in certain cases also where the Paying Agent is paying interest to or securing the payment of interest for the bene¢t of certain categories of EU-based entities (other than Greek), as de¢ned in Law 3312/2005, which interest is secured or collected for the bene¢t of an ultimate individual holder of Note(s). Also, speci¢c obligations are imposed on Greek entities, collecting or receiving interest for the bene¢t of the ultimate individual holder of Note(s), by a Ministerial Decision of the Ministry of Economy and Finance. Law 3312/2005 was enacted as of 1 July 2005 whilst in the course of 2005 and 2006 several implementing practical measures were enacted in this context.

Taxation in the United Kingdom The following is a summary of the United Kingdom withholding taxation treatment at the date hereof in relation to payments of principal and interest in respect of the Notes. The comments do not deal with other United Kingdom tax aspects of acquiring, holding or disposing of the Notes. The comments are made on the assumption that Emporiki Bank is not resident in the United Kingdom for United Kingdom tax purposes and that any interest on Notes issued by Emporiki Bank (other than through its UK branch) will not have a UK source. The comments relate only to the position of persons who are absolute bene¢cial owners of the Notes. Prospective Noteholders should be aware that the particular terms of issue of any Series of Notes as speci¢ed in the relevant Final Terms may a¡ect the tax treatment of that and other Series of Notes. The following is a general guide and should be treated with appropriate caution. Noteholders who are in any doubt as to their tax position should consult their professional advisers. Noteholders who may be liable to taxation in jurisdictions other than the United Kingdom in respect of their acquisition, holding or disposal of the Notes are particularly advised to consult their professional advisers as to whether they are so liable (and if so under the laws of which jurisdictions), since the following comments relate only to certain United Kingdom taxation aspects of payments in respect of the Notes. In particular, Noteholders should be aware that they may be liable to taxation under the laws of other jurisdictions in relation to payments in respect of the Notes even if such payments may be made without withholding or deduction for or on account of taxation under the laws of the United Kingdom.

1. UK Withholding Tax on UK Source Interest 1.1 UK Notes Listed on a Recognised Stock Exchange The Notes issued by Emporiki PLC (the ‘‘UK Issuer’’) or Emporiki Bank issuing through its UK branch (also the ‘‘UK Issuer’’, and together with Emporiki PLC, the ‘‘UK Issuers’’) which carry a right to interest (‘‘UK Notes’’) will constitute ‘‘quoted Eurobonds’’ provided they are and continue to be listed on a recognised stock exchange. On the basis of the United Kingdom HM Revenue & Customs’ published interpretation of the relevant legislation, securities which are to be listed on a stock exchange in a country which is a member state of the European Union or which is part of the European Economic Area will satisfy this requirement if they are listed by a competent authority in that country and are admitted to trading on a recognised stock exchange in that country; securities which are to be listed on a stock exchange in any other country will satisfy this requirement if they are admitted to trading on a recognised stock exchange in that country. The Luxembourg Stock Exchange is a

94 recognised stock exchange for these purposes. While the UK Notes are and continue to be quoted Eurobonds, payments of interest on the UK Notes may be made without withholding or deduction for or on account of United Kingdom income tax.

1.2 UK Notes issued by a bank In addition to the exemption set out in 1.1 above, interest on UK Notes issued by Emporiki Bank through its UK branch may be paid without withholding or deduction for or on account of United Kingdom income tax if and for so long as Emporiki Bank is a ‘‘bank’’ for the purposes of section 349 of the Income and Corporation Taxes Act 1988 and so long as such payments are made by Emporiki Bank in the ordinary course of its business. In accordance with the published practice of the United Kingdom Inland Revenue, such payments will be accepted as being made by Emporiki Bank in the ordinary course of its business unless either: (i) the borrowing in question conforms to any of the de¢nitions of tier 1, 2 or 3 capital adopted by the Financial Services Authority whether or not it actually counts towards tier 1, 2 or 3 capital for regulatory purposes; or (ii) the characteristics of the transaction giving rise to the interest are primarily attributable to an intention to avoid United Kingdom tax.

1.3 Notes with short maturity dates Interest on the UK Notes may be paid without withholding or deduction for or on account of United Kingdom income tax if the relevant interest is paid on Notes with a maturity of less than one year from the date of issue and which are not issued under arrangements the e¡ect of which is to render such Notes part of a borrowing with a total term of a year or more. 1.4 All other Notes In all cases falling outside the exemptions described in 1.1, 1.2 and 1.3 above, interest on the UK Notes may be paid under deduction of United Kingdom income tax at the lower rate (currently 20 per cent.) subject to such relief as may be available under the provisions of any applicable double taxation treaty or to any other exemption which may apply.

2. Payments by the Guarantor If the Guarantor makes any payments in respect of interest on Notes issued by Emporiki PLC (or other amounts due under such Notes other than the repayment of amounts subscribed for the Notes) such payments may be subject to United Kingdom withholding tax at the basic rate (currently 22 per cent.) subject to such relief as may be available under the provisions of any applicable double taxation treaty. Such payments by the Guarantor may not be eligible for the exemptions described in 1 above.

3. Payments under the Deed of Covenant Any payments made by an Issuer under the Deed of Covenant may not qualify for the exemptions from United Kingdom withholding tax described above.

4. Provision of Information Noteholders should note that where any interest on Notes is paid to them (or to any person acting on their behalf) by any UK Issuer or any person in the United Kingdom acting on behalf of any Issuer (a ‘‘paying agent’’) or is received by any person in the United Kingdom acting on behalf of the relevant Noteholder (other than solely by clearing or arranging the clearing of a cheque) (a ‘‘collecting agent’’), then the relevant UK Issuer, the paying agent or the collecting agent (as the case may be) may, in certain cases, be required to supply to the United Kingdom HM Revenue & Customs details of the payment and certain details relating to the Noteholder (including the Noteholder’s name and address). These provisions will apply whether or not the interest has been paid subject to withholding or deduction for or on account of United Kingdom income tax and whether or not the Noteholder is resident in the United Kingdom for United Kingdom taxation purposes. Where the Noteholder is not so resident, the details provided to the United Kingdom HM Revenue

95 & Customs may, in certain cases, be passed by the United Kingdom HM Revenue & Customs to the tax authorities of the jurisdiction in which the Noteholder is resident for taxation purposes. For the above purposes, ‘‘interest’’ should be taken, for practical purposes, as including payments made by a guarantor in respect of interest on Notes. The provisions referred to above may also apply, in certain circumstances, to payments made on redemption of any Notes where the amount payable on redemption is greater than the issue price of the Notes.

5. Other Rules Relating to United Kingdom Withholding Tax 5.1 Notes may be issued at an issue price of less than 100 per cent. of their principal amount. Any discount element on any such Notes will not be subject to any United Kingdom withholding tax pursuant to the provisions mentioned in 1 above, but may be subject to reporting requirements as outlined in 4 above. 5.2 Where Notes are to be, or may fall to be, redeemed at a premium, as opposed to being issued at a discount, then any such element of premium may constitute a payment of interest. Payments of interest are subject to United Kingdom withholding tax and reporting requirements as outlined above. 5.3 Where interest has been paid under deduction of United Kingdom income tax, Noteholders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in any applicable double taxation treaty. 5.4 The references to ‘‘interest’’ above mean ‘‘interest’’ as understood in United Kingdom tax law. The statements above do not take any account of any di¡erent de¢nitions of ‘‘interest’’ or ‘‘principal’’ which may prevail under any other law or which may be created by the Terms and Conditions of the Notes or any related documentation. 5.5 The above description of the United Kingdom withholding tax position assumes that there will be no substitution of an Issuer pursuant to Condition 25 of the Notes and does not consider the tax consequences of any such substitution.

Luxembourg Taxation The following summary is of a general nature and is included herein solely for information purposes. It is based on the laws presently in force in Luxembourg, though it is not intended to be, nor should it be construed to be, legal or tax advice. Prospective investors in the Notes should therefore consult their own professional advisers as to the e¡ects of state, local or foreign laws, including Luxembourg tax law, to which they may be subject.

(i) Non-resident holders of Notes Under Luxembourg general tax laws currently in force, there is no withholding tax on payments of principal, premium or interest made to non-residents holders of Notes, nor on accrued but unpaid interest in respect of the Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of the Notes held by non-resident holders of Notes. However, under the Luxembourg laws of 21 June 2005 (the ‘‘Laws’’), implementing the Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments and ratifying the treaties entered into by Luxembourg and certain dependent and associated territories of EU Member States (the ‘‘Territories’’), payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the immediate bene¢t of an individual bene¢cial owner or a residual entity, as de¢ned by the Laws, which are resident of, or established in, an EU Member State (other than Luxembourg) or one of the Territories will be subject to a withholding tax unless the relevant recipient has adequately instructed the relevant paying agent to provide details of the relevant payments of interest or similar income to the ¢scal authorities of his/her/its country of residence or establishment, or, in the case of an individual bene¢cial owner, has provided a tax certi¢cate issued by the ¢scal authorities of his/her country of residence in the required format to the relevant paying agent. Where withholding tax is applied, it will be levied at a rate of 15 per cent. during the ¢rst three-year period starting 1 July 2005, at a rate of 20 per cent. for the subsequent three-year period and at a rate of 35 per cent. thereafter. Responsibility for the withholding of the tax will be

96 assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of the Laws would at present be subject to withholding tax of 15 per cent.

(ii) Resident holders of Notes Under Luxembourg general tax laws currently in force, there is no withholding tax on payments of principal, premium or interest made to Luxembourg resident holders of Notes, nor on accrued but unpaid interest in respect of Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of Notes held by Luxembourg resident holders of Notes. However, under the Luxembourg law of 23 December 2005 (the ‘‘Law’’) payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the immediate bene¢t of an individual bene¢cial owner who is resident of Luxembourg will be subject to a withholding tax of 10per cent. Such withholding tax will be in full discharge of income tax if the bene¢cial owner is an individual acting in the course of the management of his/her private wealth. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of the Law would be subject to withholding tax of 10 per cent.

EU Savings Tax Directive Under Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of Switzerland) with e¡ect from the same date.

97 SUBSCRIPTION AND SALE

Notes may be issued from time to time by either Issuer to any one or more of Morgan Stanley & Co. International Limited, ABN AMRO Bank N.V., Alpha Bank A.E., Banc of America Securities Limited, Bayerische Hypo- und Vereinsbank AG, CALYON, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, EFG Eurobank Ergasias S.A., J.P. Morgan Securities Ltd., Merrill Lynch International, National Bank of Greece S.A., Nomura International plc. and UBS Limited (the ‘‘Dealers’’). The arrangements under which Notes may from time to time be agreed to be issued by the relevant Issuer to, and subscribed by, Dealers are set out in an amended and restated Dealer Agreement dated 22 November 2006 (the ‘‘Dealer Agreement’’) and made between Emporiki PLC, Emporiki Bank and the Dealers. Any such agreement will, inter alia, make provision for the form and terms and conditions of the relevant Notes, the price at which such Notes will be subscribed by the Dealers and the commissions or other agreed deductibles (if any) payable or allowable by the relevant Issuer in respect of such subscription. The Dealer Agreement makes provision for the resignation or termination of appointment of existing Dealers and for the appointment of additional or other Dealers either generally in respect of the Programme or in relation to a particular Tranche of Notes.

United States of America: Regulation S Category 2; TEFRA D or TEFRA C as speci¢ed in the relevant Final TermsorneitherifTEFRAisspeci¢edasnot applicable in the relevant Final Terms The Notes have not been and will not be registered under the Securities Act and may not be o¡ered or sold within the United States or to, or for the account or bene¢t of, US persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S.

The Notes are subject to US tax law requirements and may not be o¡ered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by US tax regulations. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code of 1986 under the Securities Act and regulations thereunder.

Each Dealer has represented and agreed that, and each further Dealer appointed under the Programme will be required to represent and agree that, except as permitted by the Dealer Agreement, it will not o¡er, sell or deliver Notes, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution of the Notes comprising the relevant Tranche, as certi¢ed to the Fiscal Agent or the Issuer by such Dealer (or, in the case of a sale of a Tranche of Notes to or through more than one Dealer, by each of such Dealers as to the Notes of such Tranche purchased by or through it, in which case the Fiscal Agent or the Issuer shall notify each such Dealer when all such Dealers have so certi¢ed) within the United States or to, or for the account or bene¢t of, US persons, and such Dealer will have sent to each dealer to which it sells Notes during the distribution compliance period relating thereto a con¢rmation or other notice setting forth the restrictions on o¡ers and sales of the Notes within the United States or to, or for the account or bene¢t of, US persons.

In addition, until 40 days after the commencement of the o¡ering of Notes comprising any Tranche, any o¡er or sale of Notes within the United States by any dealer (whether or not participating in the o¡ering) may violate the registration requirements of the Securities Act.

Each issuance of Index-Linked Interest Notes or Dual Currency Notes shall be subject to such additional US selling restrictions as the relevant Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Final Terms.

European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with e¡ect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an o¡er of Notes to the public in that

98 Relevant Member State, except that it may, with e¡ect from and including the Relevant Implementation Date, make an o¡er of Notes to the public in that Relevant Member State: (a) in (or in Germany, where the o¡er starts within) the period beginning on the date of publication of a prospectus in relation to those Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and noti¢ed to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication; (b) at any time to legal entities which are authorised or regulated to operate in the ¢nancial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last ¢nancial year; (2) a total balance sheet of more than EUR 43,000,000 and (3) an annual net turnover of more than EUR 50,000,000, as shown in its last annual or consolidated accounts; or (d) at any time in any other circumstances which do not require the publication by the relevant Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an ‘‘o¡er of Notes to the public’’ in relation to any Notes in any Relevant Member State means the communication in any form and by any means of su⁄cient information on the terms of the o¡er and the Notes to be o¡ered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that: (a) No deposit-taking: in relation to any Notes having a maturity of less than one year issued by Emporiki PLC: (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and (ii) it has not o¡ered or sold and will not o¡er or sell any Notes other than to persons: (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by Emporiki PLC; (b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to Emporiki PLC or, in the case of Emporiki Bank, would not, if it was not an authorised person apply to Emporiki Bank; and (c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

The Hellenic Republic Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has complied with (i) the European Economic Area selling

99 restrictions, described above in this section; (ii) all applicable provisions of Law 3401/2005 (Gov. Gazette A¤ Issue No. 257/17.10.2005) and (iii) all applicable provisions of Law 876/1979, with respect to anything done in relation to any o¡ering of any Notes in, from or otherwise involving the Hellenic Republic.

Japan The Notes have not been and will not be registered under the Securities and Exchange Law of Japan and, accordingly, each Dealer has undertaken that it will not o¡er or sell any Notes directly or indirectly, in Japan or to, or for the bene¢t of, any Japanese Person or to others for re-o¡ering or resale, directly or indirectly, in Japan or to any Japanese Person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in e¡ect at the relevant time. For the purposes of this paragraph, ‘‘Japanese Person’’ shall mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

General Other than with respect to the admission to listing, trading and/or quotation by such one or more listing authorities, stock exchanges and/or quotation systems as may be speci¢ed in the Final Terms, no action has been or will be taken in any country or jurisdiction by the relevant Issuer, the Guarantor or the Dealers that would permit a public o¡ering of Notes, or possession or distribution of any o¡ering material in relation thereto, in any country or jurisdiction where action for that purpose is required. Persons into whose hands this Prospectus and/or any Final Terms comes are required by the relevant Issuer, the Guarantor and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, o¡er, sell or deliver Notes or have in their possession or distribute such o¡ering material, in all cases at their own expense. The Dealer Agreement provides that the Dealers shall not be bound by any of the restrictions relating to any speci¢c jurisdiction (set out above) to the extent that such restrictions shall, as a result of change(s) or change(s) in o⁄cial interpretation, after the date hereof, of applicable laws and regulations, no longer be applicable but without prejudice to the obligations of the Dealers described in the preceding paragraph. Selling restrictions may be supplemented or modi¢ed with the agreement of the relevant Issuer. Any such supplement or modi¢cation will be set out in the relevant Final Terms (in the case of a supplement or modi¢cation relevant only to a particular Tranche of Notes) or (in any other case) in a supplement to this document.

100 GENERAL INFORMATION

Listing and admission to trading Application has been made to the CSSF to approve this document as two base prospectuses, a base prospectus for the issuance of Notes under the Programme by Emporiki PLC and a base prospectus for the issuance of Notes under the Programme by Emporiki Bank. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC. However, Notes may be issued pursuant to the Programme which will not be listed or admitted to trading on the Luxembourg Stock Exchange or any other stock exchange or which will be listed or admitted to trading on such stock exchange as the relevant Issuer and the relevant Dealer(s) may agree.

Authorisations The establishment and update of the Programme were authorised by a resolution of the Board of Directors of Emporiki Bank passed on 26 August 2003, a resolution of the Board of Directors of Emporiki Bank passed on 28 April 2006 and a resolution of the General Shareholders’ Meeting of Emporiki Bank passed on 15 October 2003. The establishment and update of the Programme were authorised by a resolution of the Board of Directors of Emporiki PLC passed on 8 July 2004 and a resolution of the Board of Directors of Emporiki PLC passed on 20 September 2006. The giving of the guarantee contained in the Deed of Guarantee was authorised by a resolution of the Board of Directors of Emporiki Bank passed on 28 June 2004 and by a resolution of the Board of Directors of Emporiki Bank passed on 28 April 2006.

Clearing of the Notes The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate common code and the International Securities Identi¢cation Number in relation to the Notes of each Series will be speci¢ed in the Final Terms relating thereto. The relevant Final Terms shall specify any other clearing system as shall have accepted the relevant Notes for clearance together with any further appropriate information. The address of Euroclear is 3 Boulevard du Roi Albert III, B.1210 Brussels, Belgium and the address of Clearstream, Luxembourg is 42 Avenue J. F. Kennedy, L-1855 Luxembourg.

Pricing The price and amount of Notes to be issued under the Programme will be determined by the relevant Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions.

Use of proceeds The net proceeds of the issue of each Tranche of Notes will be applied by the relevant Issuer to meet the general ¢nancing requirements of the Group. If in respect of any particular issue, there is a particular identi¢ed use of proceeds, this will be stated in the applicable Final Terms.

Litigation Save as disclosed in this Prospectus, neither Emporiki PLC nor Emporiki Bank or any of their respective subsidiaries, is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which neither Emporiki PLC nor Emporiki Bank is aware) during the period of 12 months preceding the date of this Prospectus which may have, or have had, in such period, a signi¢cant e¡ect on the ¢nancial position or pro¢tability of either Emporiki PLC or the Group.

101 No material or signi¢cant change Save as disclosed in this Prospectus (including any document deemed to be incorporated by reference herein), there has been no material adverse change in the prospects of Emporiki Bank or Emporiki PLC since 31 December 2005. Save as disclosed in this Prospectus (including any document deemed to be incorporated by reference herein), there has been no signi¢cant change in the ¢nancial or trading position of (i) Emporiki Bank and its subsidiaries taken as a whole since 30 September 2006 and (ii) Emporiki PLC since 30 June 2006.

Documents available for inspection For the period of 12 months following the date of this Prospectus, copies and, where appropriate, English translations of the following documents will, when published, be available at the registered o⁄ce of Emporiki PLC and Emporiki Bank and at the speci¢ed o⁄ce of the Agents for the time being in London and Luxembourg, namely: (a) the constitutional documents of each of Emporiki PLC and Emporiki Bank; (b) a copy of this Prospectus, together with any supplement to the Prospectus; (c) the Agency Agreement; (d) the Deed of Guarantee; (e) the Deed of Covenant; (f) the Dealer Agreement; (g) the Programme Manual (which contains the forms of the Notes in global and de¢nitive form); and (h) any Final Terms relating to Notes which are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system. (In the case of any Notes which are not admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system, copies of the relevant Final Terms will only be available for inspection by the relevant Noteholders). In addition, copies of this Prospectus, each Final Terms relating to Notes which are admitted to trading on the Luxembourg Stock Exchange’s regulated market or o¡ered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus, and each document incorporated by reference are available on the Luxembourg Stock Exchange’s website (www.bourse.lu).

Financial statements available For the period of 12 months following the date of this Prospectus, copies and, where appropriate, English translations of the following documents will, when published, be available at the registered o⁄ce of Emporiki PLC and Emporiki Bank and at the speci¢ed o⁄ce of the speci¢ed o⁄ce of the Agents for the time being in London and Luxembourg, namely: (a) the annual audited consolidated ¢nancial statements of Emporiki Bank for the years ended 31 December 2004 and 31 December 2005; (b) the audited non-consolidated ¢nancial statements of Emporiki PLC for the years ended 31 December 2004 and 31 December 2005; (c) the most recent publicly available annual audited consolidated ¢nancial statements of Emporiki Bank and the most recent publicly available unaudited consolidated quarterly interim ¢nancial statements of Emporiki Bank; and (d) the most recent publicly available annual audited non-consolidated ¢nancial statements of Emporiki PLC and the most recent publicly available unaudited non-consolidated interim ¢nancial statements of Emporiki PLC. Emporiki PLC does not produce consolidated ¢nancial statements.

102 Auditors of Emporiki PLC The auditors of Emporiki PLC for the ¢nancial year ended 31 December 2005 were PricewaterhouseCoopers LLP, Chartered Accountants and Registered Auditors, of Southwark Towers, 32 London Bridge Street, London SE1 9SY, United Kingdom who were appointed on 8 March 2006. The auditors of Emporiki PLC for the ¢nancial year ended 31 December 2004 were KPMG Audit plc, Chartered Accountants and Registered Auditors, of 1 Canada Square, Canary Wharf, London E14 5AG. The relevant auditors audited, without quali¢cation, Emporiki PLC’s non-consolidated ¢nancial statements for the years ended 31 December 2004 and 31 December 2005. Such ¢nancial statements were prepared in accordance with generally accepted accounting principles in the United Kingdom. The auditors of Emporiki PLC have no material interest in Emporiki PLC.

Auditors of Emporiki Bank The statutory auditors of Emporiki Bank for the ¢nancial year ended 31 December 2005 were PricewaterhouseCoopers, Chartered Accountants and Registered Auditors, of 268 Ki¢sias Avenue, 152 32 Halandri, Greece. PricewaterhouseCoopers were appointed for the ¢rst time for the year ended 31 December 2005. The statutory auditors of Emporiki Bank for the ¢nancial year ended 31 December 2004 were KPMG, Chartered Accountants and Registered Auditors, 3 Stratigou Tombra Street, Aghia Paraskevi GR-15342, Athens. The consolidated ¢nancial statements of Emporiki Bank for the ¢nancial year ended 31 December 2004 were prepared in accordance with generally accepted accounting principles in Greece (‘‘Greek GAAP’’). The consolidated ¢nancial statements of Emporiki Bank for the ¢nancial year ended 31 December 2005 were prepared in accordance with IFRS as adopted by the European Union. The auditors of Emporiki Bank have no material interest in Emporiki Bank.

Bank of Greece Requirements No Dated Subordinated Notes shall be redeemed unless in compliance with the applicable capital adequacy regulations of the Bank of Greece from time to time in force. At the date hereof, such redemption may not occur within ¢ve years from the Issue Date of the relevant Dated Subordinated Notes or without the prior consent of the Bank of Greece.

Post-Issuance Information Neither Issuer intends to provide any post-issuance information in relation to any assets underlying issues of Notes constituting derivative securities.

103 REGISTERED OFFICE OF EMPORIKI GROUP FINANCE PLC 4 London Wall Buildings (4th £oor) Blom¢eld Street London EC2M 5NT United Kingdom

REGISTERED OFFICE OF EMPORIKI BANK OF GREECE S.A. 11, Sophocleous Street 102 35 Athens Greece

DEALERS ABN AMRO Bank N.V. Alpha Bank A.E. 250 Bishopsgate 40 Stadiou Str. London EC2M 4AA 10252 Athens United Kingdom Greece Banc of America Securities Limited Bayerische Hypo- und Vereinsbank AG 5 Canada Square Arabellastrae 12 London E14 5AQ 81925 Mu« nchen United Kingdom Germany CALYON Credit Suisse Securities (Europe) Limited 9, quai du President Paul Doumer One Cabot Square 92920 Paris La De¤ fense Cedex London E14 4QJ France United Kingdom Deutsche Bank AG, London Branch EFG Eurobank Ergasias S.A. Winchester House 8 Othonos Street 1 Great Winchester Street Athens 10557 London EC2N 2DB Greece United Kingdom J.P. Morgan Securities Ltd. Merrill Lynch International 125 London Wall Merrill Lynch Financial Centre London EC2Y 5AJ 2 King Edward Street United Kingdom London EC1A 1HQ United Kingdom Morgan Stanley & Co. International Limited National Bank of Greece S.A. 25 Cabot Square 86 Eolou Street Canary Wharf 10232 Athens London E14 4QA Greece United Kingdom Nomura International plc UBS Limited Nomura House 1 Finsbury Avenue 1, St Martin’s-le-Grand London EC2M 2PP London EC1A 4NP United Kingdom United Kingdom

104 FISCAL AGENT REGISTRAR Deutsche Bank AG, London Branch Deutsche Bank Luxembourg S.A. Winchester House 2, boulevard Konrad Adenauer 1 Great Winchester Street L-1115 Luxembourg London EC2N 2DB United Kingdom

PAYING AGENTS Deutsche Bank AG, London Branch Deutsche Bank Luxembourg S.A. Winchester House 2, boulevard Konrad Adenauer 1 Great Winchester Street L-1115 Luxembourg London EC2N 2DB United Kingdom

TRANSFER AGENTS Deutsche Bank AG, London Branch Deutsche Bank Luxembourg S.A. Winchester House 2, boulevard Konrad Adenauer 1 Great Winchester Street L-1115 Luxembourg London EC2N 2DB United Kingdom

LEGAL ADVISERS To the Issuers and the Guarantor TotheIssuersandtheGuarantor as to English law: as to Greek law: Allen&OveryLLP Law O⁄ce One Bishops Square T.J. Koutalidis London E1 6AO 4 Valaoritou Street United Kingdom GR-106 71 Athens Greece To the Dealers as to English law: Cli¡ord Chance LLP 10 Upper Bank Street London E14 5JJ United Kingdom

LISTING AGENT Deutsche Bank Luxembourg S.A. 2, boulevard Konrad Adenauer L-1115 Luxembourg

AUDITORS TO AUDITORS TO EMPORIKI GROUP FINANCE PLC EMPORIKI BANK OF GREECE S.A. PricewaterhouseCoopers LLP PricewaterhouseCoopers Southwark Towers 268 Ki¢sias Avenue 32 London Bridge Street 152 32 Halandri London SE1 9SY Greece United Kingdom

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