ALPHA GROUP JERSEY LIMITED (incorporated with limited liability under the laws of Jersey) EUR130,000,000 Floating Rate Guaranteed Perpetual Subordinated Notes Callable with Step-Up 2012 having the bene¢t of a subordinated guarantee of A.E. (incorporated with limited liability under the laws of the Hellenic Republic)

The issue price of the EUR130,000,000 Floating Rate Guaranteed Perpetual Subordinated Notes Callable with Step-Up 2012 (the ‘‘Notes’’) of Alpha Group Jersey Limited (the ‘‘Issuer’’) is 99.776 per cent. of their principal amount. The Notes are perpetual securities and have no ¢xed maturity date. However, the Notes may be redeemed at the option of the Issuer (in each case subject to the prior consent of Alpha Bank A.E. (the ‘‘Bank’’ or the ‘‘Guarantor’’) and the Bank of ), in whole but not in part, on (i) the Interest Payment Date (as de¢ned in ‘‘Terms and Conditions of the Notes ç Interest’’) falling in July 2012 (the ‘‘First Call Date’’) or on any Interest Payment Date falling thereafter, at their principal amount, or (ii) any Interest Payment Date prior to the First Call Date at their principal amount in the event of certain changes a¡ecting taxation in Jersey or Greece as a result of which the Issuer, or the Guarantor if making payments under the Guarantee of the Notes (as de¢ned below), would be required to pay Additional Amounts (as de¢ned in ‘‘Terms and Conditions of the Notes ç Redemption and Purchase’’), or (iii) any Interest Payment Date prior to the First Call Date at a Make Whole Redemption Amount in the event that the Issuer or the Guarantor is required to pay Jersey Tax or Greek Tax, respectively, as more fully described in ‘‘Terms and Conditions of the Notes ç Redemption for tax reasons’’ or (iv) any Interest Payment Date prior to the First Call Date at a Make Whole Redemption Amount in the event of a Capital Disquali¢cation Event (as de¢ned in ‘‘Terms and Conditions of the Notes ç Interest’’), in each case together with all accrued and unpaid interest to the date of redemption and all Arrears of Interest (as de¢ned below) and Additional Amounts, if any. See ‘‘Terms and Conditions of the Notes ç Redemption and Purchase’’. The Notes constitute direct, unsecured obligations of the Issuer, ranking pari passu without any preference among themselves. The rights of the holders of the Notes will, in the event of the Winding Up (as de¢ned in ‘‘Terms and Conditions of the Notes ç Form, Denomination, Status and Guarantee’’)ofthe Issuer, be subordinated in right of payment to the claims of the Issuer Prior Creditors (as de¢ned in ‘‘Terms and Conditions of the Notes ç Form, Denomination, Status and Guarantee’’). Amounts due and payable on the Notes are guaranteed on a subordinated basis by the Bank (the ‘‘Guarantee of the Notes’’). Claims in respect of the guarantee will, in the event of the Winding Up of the Bank, be subordinated in right of payment to the claims of the Guarantor Prior Creditors (as de¢ned in ‘‘Terms and Conditions of the Notes ç Form, Denomination, Status and Guarantee’’). The Notes will bear interest from, and including, 27 July 2007 to, but excluding, the First Call Date at the rate of 0.5 per cent. per annum above the Euro-zone interbank o¡ered rate for three-month euro deposits and thereafter at the rate of 1.5 per cent. per annum above the Euro-zone interbank o¡ered rate for three-month euro deposits, payable quarterly in arrear commencing on the Interest Payment Date falling in October 2007, subject as provided in Condition 3 (Interest) and Condition 5 (Payments). Payments on the Notes will be made in euro without deduction for or on account of taxes imposed or levied by Jersey or Greece to the extent described under ‘‘Terms and Conditions of the Notes ç Taxation’’. The Issuer or the Bank may defer on any Optional Interest Payment Date (as de¢ned in ‘‘Terms and Conditions of the Notes ç Interest’’) the payment of interest due on such date in respect of the Notes and any such deferral shall not constitute a default. Any interest not paid on an Optional Interest Payment Date shall (except to the extent such interest shall subsequently have been paid) constitute ‘‘Arrears of Interest’’, which, at the option of the Issuer (but subject to the prior consent of the and subject as described in ‘‘Terms and Conditions of the Notes ç Interest ç Compulsory Payments’’), may be paid by the Issuer in whole but not in part at any time. Arrears of Interest and Additional Amounts, if any, will become mandatorily payable in full on the ¢rst of (i) the next Interest Payment Date on which any payment of interest on the Notes is made, or (ii) the next date on which the Issuer, the Bank or any Subsidiary (as de¢ned in ‘‘Terms and Conditions of the Notes ç Interest’’) of the Bank pays any distribution in respect of any Junior Obligation or Parity Obligation (both as de¢ned in ‘‘Terms and Conditions of the Notes ç Interest’’), or (iii) the next date on which the Issuer, the Bank or any Subsidiary of the Bank redeems or repurchases any Junior Obligation or Parity Obligation, subject to certain exceptions, or (iv) the next date on which all or any of the Notes are redeemed by the Issuer, the Bank or any Subsidiary of the Bank or (v) the date of the commencement of any Winding Up of the Issuer or the Bank. Interest will be mandatorily payable (to the extent described in the relevant Condition) on (i) each Interest Payment Date upon which a Capital Disquali¢cation Event (as de¢ned in ‘‘Terms and Conditions of the Notes ç Interest’’) has occurred and the Bank is in compliance with applicable capital adequacy requirements, or (ii) on up to the next four Interest Payment Dates contemporaneous with or following any date on which the Issuer, Bank or any Subsidiary of the Bank pays any distribution in respect of any Junior Obligation, dependent on the nature of that distribution or (iii) on the next Interest Payment Date contemporaneous with or following any date on which the Issuer, Bank or any Subsidiary of the Bank redeems, repurchases or acquires any class of Junior Obligation, subject to certain exceptions. This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the ‘‘CSSF’’), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) as a Prospectus. Application has been made for the Notes to be admitted to listing on the o⁄cial list of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange’s regulated market. The Notes are expected on issue to be assigned a BBB- rating by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (‘‘S&P’’), an A2 rating by Moody’s Investors Service Inc. (‘‘Moody’s’’) and a BBB+ rating by Fitch Ratings Ltd (‘‘Fitch’’). 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. 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 United States tax law requirements. The Notes are being o¡ered outside the United States by the Lead Managers (as de¢ned in ‘‘Subscription and Sale’’) in accordance with Regulation S under the Securities Act (‘‘Regulation S’’), and may not be o¡ered, sold or delivered within the United States or to, or for the account or bene¢t of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be issued in registered form in the denominations of EUR50,000 and integral multiples of EUR1,000 in excess thereof. The Notes may be held and transferred, and will be o¡ered and sold, in the principal amount of EUR50,000 and integral multiples of EUR1,000 in excess thereof. The Notes will initially be represented by a global registered note certi¢cate (the ‘‘Global Note Certi¢cate’’), in registered form and without coupons, registered in the name of Citivic Nominees Ltd. as nominee for, and deposited on or before the Issue Date with, a common depositary for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking, socie¤ te¤ anonyme, Luxembourg (‘‘Clearstream, Luxembourg’’). Individual note certi¢cates (‘‘Individual Note Certi¢cates’’) evidencing holdings of Notes will only be available in certain limited circumstances. See ‘‘Summary of Provisions relating to the Notes while in Global Form’’. An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the heading ‘‘Risk Factors’’ herein. MORGAN STANLEY 25 July 2007 IMPORTANT NOTICES

Each of the Issuer and the Bank accepts responsibility for the information contained in this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus to the best of its knowledge is in accordance with the facts and contains no omission likely to a¡ect its import. Each of the Issuer and the Bank has con¢rmed to the Lead Managers named under ‘‘Subscription and Sale’’ below (the ‘‘Lead Managers’’) that this Prospectus contains all information regarding the Issuer, the Bank and the Notes which is (in the context of the issue, o¡ering and sale of the Notes) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer or (as the case may be) the Bank are honestly held or made and are not misleading in any material respect; this Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the issue, o¡ering and sale of the Notes) not misleading in any material respect; and all reasonable enquiries have been made to ascertain and to verify the foregoing. Neither the Issuer nor the Bank has authorised the making or provision of any representation or information regarding the Issuer, the Bank or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer and the Bank. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Bank or the Lead Managers. Neither the delivery of this Prospectus nor the o¡ering, sale or delivery of any Note shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (¢nancial or otherwise) of the Issuer or the Bank since the date of this Prospectus. This Prospectus does not constitute an o¡er of, or an invitation to subscribe for or purchase, any Notes. A copy of this Prospectus has been delivered to the Registrar of Companies in Jersey in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has not withdrawn, his consent to its circulation. The Jersey Commission has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958, as amended, to the issue of the Notes by the Issuer. The Jersey Financial Services Commission is protected by the Control of Borrowing (Jersey) Law, 1947, as amended, against liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving these consents, neither the Registrar of Companies nor the Jersey Financial Services Commission takes any responsibility for the ¢nancial soundness of the Issuer or for the correctness of any statements made, or opinions expressed, with regard to it. If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other ¢nancial adviser. It should be remembered that the price of securities and the income from them can go down as well as up. The distribution of this Prospectus and the o¡ering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Bank and the Lead Managers 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 distribution of this Prospectus 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 Securities Act and are subject to United States tax law requirements. Subject to certain exceptions, Notes may not be o¡ered, sold or delivered within the United States or to U.S. persons. In this Prospectus, unless otherwise speci¢ed, references to a ‘‘Member State’’ are references to a Member State of the European Economic Area, references to ‘‘m’’, ‘‘EUR’’ or ‘‘euro’’ are to the single currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended, references to ‘‘»’’, ‘‘GBP’’ or ‘‘Sterling’’ are to the lawful currency of the United Kingdom and references to ‘‘GRD’’ or ‘‘Drachma’’ are to Greek drachma. In connection with the issue of the Notes, Morgan Stanley & Co. International plc (the ‘‘Stabilising Manager(s)’’) (or persons acting on behalf of the Stabilising Manager(s)) may over allot Notes or e¡ect transactions with a view to supporting the 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(s)) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the 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 Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over- allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

ii CONTENTS

Page Information Incorporated by Reference...... 1 Overview of the O¡ering...... 3 Risk Factors...... 9 Terms and Conditions of the Notes...... 14 Subordinated Guarantee...... 27 Summary of Provisions Relating to the Notes while in Global Form...... 32 Use of Proceeds ...... 33 AlphaGroupJerseyLimited...... 34 Alpha Bank A.E. and the Alpha Bank Group...... 36 The Group ...... 37 Business of the Alpha Bank Group...... 39 Directors and Management...... 64 The Banking Sector in Greece...... 67 Selected Consolidated Financial Information of the Alpha Bank Group ...... 70 Taxation...... 73 Subscription and Sale...... 77 General Information ...... 79 INFORMATION INCORPORATED BY REFERENCE

The information set out in the table below shall be incorporated in, and form part of, this Prospectus provided however that any statement contained in any document incorporated by reference in, and forming part of, this Prospectus shall be deemed to be modi¢ed or superseded for the purpose of this Prospectus to the extent that a statement contained herein modi¢es or supersedes such statement. Such documents will be made available, free of charge, during usual business hours at the speci¢ed o⁄ces of the Fiscal Agent and the Listing Agent in Luxembourg, unless such documents have been modi¢ed or superseded. Such documents will also be available to view on the website of the Luxembourg Stock Exchange (www.bourse.lu). For ease of reference, the tables below set out the relevant page references for the non-consolidated ¢nancial statements, the notes to the non-consolidated ¢nancial statements and the Auditors’ reports for the ¢nancial years ended 31 December 2006 and 2005 of the Issuer and the consolidated and non-consolidated ¢nancial statements, the notes to the consolidated and non-consolidated ¢nancial statements and the Auditors’ reports for the ¢nancial years ended 31 December 2006 and 2005 and the unaudited consolidated interim ¢nancial statements for the three months ended 31 March 2007 and 2006 of the Bank, as set out in the respective annual reports or interim report. Any information not listed in the cross-reference table but included in the documents incorporated by reference is given for information purposes only.

Alpha Group Jersey Limited Audited non-consolidated Financial Statements for the ¢nancial year ended 31 December 2006 Income statement...... Page 5 Balance sheet ...... Page 6 Cash £ow statement...... Page 7 Notes to Financial Statements...... Pages 9 to 20 Auditors’ Report...... Page 3

Audited non-consolidated Financial Statements for the ¢nancial year ended 31 December 2005 Income statement...... Page 5 Balance sheet ...... Page 6 Cash £ow statement...... Page 7 Notes to Financial Statements...... Pages 9 to 18 Auditors’ Report...... Page 3

Alpha Bank A.E. Audited consolidated and non-consolidated Financial Statements for the ¢nancial year ended 31 December 2006 Consolidated income statement...... Page 5 Consolidated balance sheet ...... Page 6 Consolidated cash £ow statement ...... Page 9 Consolidated notes to Financial Statements ...... Pages 10 to 70 Consolidated Auditors’ Report ...... Page 1 Non-consolidated income statement...... Page 5 Non-consolidated balance sheet ...... Page 6 Non-consolidated cash £ow statement ...... Page 9 Non-consolidated notes to Financial Statements ...... Pages 10 to 63 Non-consolidated Auditors’ Report ...... Page 1

1 Audited consolidated and non-consolidated Financial Statements for the ¢nancial year ended 31 December 2005 Consolidated income statement...... Page 3 Consolidated balance sheet ...... Page 4 Consolidated cash £ow statement ...... Page 7 Consolidated notes to Financial Statements ...... Pages 11 to 90 Consolidated Auditors’ Report ...... Page 1 Non-consolidated income statement...... Page 3 Non-consolidated balance sheet ...... Page 4 Non-consolidated cash £ow statement ...... Page 7 Non-consolidated notes to Financial Statements ...... Pages 11 to 78 Non-consolidated Auditors’ Report ...... Page 1

Unaudited interim consolidated Financial Statements for the three-month period ended 31 March 2007 Income statement...... Page 1 Balance sheet ...... Page 2 Cash £ow statement...... Page 6 Notes to Interim Financial Statements ...... Pages 7 to 26

Unaudited interim consolidated Financial Statements for the three-month period ended 31 March 2006 Income statement...... Page 1 Balance sheet ...... Page 2 Cash £ow statement...... Page 6 Notes to Interim Financial Statements ...... Pages 9 to 32

2 OVERVIEW OF THE OFFERING

This overview must be read as an introduction to this Prospectus and is quali¢ed by the more detailed information contained elsewhere in this Prospectus. Any decision to invest in the Notes should be based on a consideration of the Prospectus as a whole, including the documents incorporated by reference.

Words and expressions de¢ned in the ‘‘Terms and Conditions of the Notes’’ below or elsewhere in this Prospectus have the same meanings in this summary.

Issuer: Alpha Group Jersey Limited, a wholly owned subsidiary of the Bank incorporated with limited liability in Jersey.

Guarantor: Alpha Bank A.E. (the ‘‘Guarantor’’ or the ‘‘Bank’’), incorporated with limited liability in the Hellenic Republic.

Notes O¡ered: EUR130,000,000 in aggregate principal amount of Floating Rate Guaranteed Perpetual Subordinated Notes Callable with Step-Up 2012.

Guarantee: Payments due and payable under the Notes (including, but not limited to, payments of principal and interest and, if any, of Additional Amounts and Arrears of Interest) are guaranteed on a subordinated basis by the Guarantor upon the terms of the Guarantee of the Notes to be contained in the Deed of Guarantee.

Claims in respect of the Guarantee of the Notes will, in the event of the Winding Up of the Guarantor, be subordinated in right of payment to the claims of the Guarantor Prior Creditors.

‘‘Guarantor Prior Creditors’’ means all creditors of the Guarantor other than those whose claims rank or are expressed to rank pari passu with or junior to the claims of the Noteholders in respect of the Guarantee of the Notes (whether only in the event of a Winding Up of the Guarantor or otherwise).

Interest: Interest will accrue at a £oating rate of three-month EURIBOR plus a margin of 0.5 per cent. per annum until the Interest Payment Date falling in July 2012 (the ‘‘First Call Date’’), and, thereafter, at a £oating rate of three-month EURIBOR plus a margin of 1.5 per cent. per annum.

Interest Payment Dates: Interest will be payable quarterly in arrear on 27 January, 27 April, 27 July and 27 October of each year, commencing on the Interest Payment Date falling in October 2007; provided however that, if any Interest Payment Date would otherwise fall on a date which is not a TARGET Settlement Day, it will be postponed to the next TARGET Settlement Day unless it would thereby fall into the next calendar month, in which case it will be brought forward to the preceding TARGET Settlement Day.

Deferral of Interest: The Issuer or the Guarantor may, if it so elects, defer on any Optional Interest Payment Date the interest that is due to be paid on such date in respect of the Notes and any deferral shall not constitute a default by the Issuer or the Guarantor for any purpose. Any interest not paid on an Optional Interest Payment Date shall (except to the extent such interest shall subsequently have been paid) constitute ‘‘Arrears of Interest’’, which, at the option of the Issuer (but subject as described in ‘‘Compulsory Payments’’ below), may be paid by the Issuer (in whole but not in part) at any time.

In addition, each amount of Arrears of Interest shall itself bear interest as if it were principal of the Notes at the same rate of interest from time to time as is applicable to the Notes.

3 Notwithstanding the foregoing, interest will be mandatorily payable on each Interest Payment Date upon which (i) a Capital Disquali¢cation Event has occurred and (ii) the Guarantor is in compliance with the applicable capital adequacy requirements. ‘‘Capital Disquali¢cation Event’’ means a change in any applicable law or regulation (including the provisions of paragraph C3 of chapter I and chapter II of the Bank of Greece Governors’ Act 2053/18.3.92), or in the o⁄cial interpretation or application thereof, as a result of which, for the purposes of capital adequacy requirements applicable to banks in Greece, either the funds raised under the Notes that are on-lent to the Guarantor or the Notes are no longer of a type capable of being included in the upper tier two capital of the Guarantor on a solo or consolidated basis, as applicable (except, for the avoidance of doubt, where such non-quali¢cation is only as a result of any applicable limitation on the amount or composition of the Guarantor’s upper tier two capital). ‘‘Optional Interest Payment Date’’ means any Interest Payment Date other than one on which interest is required to be paid as described in ‘‘Compulsory Payments’’ below. Compulsory Payments: Payment on Junior Obligations If the Guarantor, the Issuer or any other Subsidiary of the Guarantor pays any distribution(s) or makes any payment of interest (a ‘‘Distribution’’) on or in respect of any class of Junior Obligations, then the Issuer will be required to pay interest on the Notes on one or more Interest Payment Dates contemporaneous with or following such Distribution(s), as follows: (i) payment, on each of the next four Interest Payment Dates, of the full amount of the interest payable on the Notes on each of the next four Interest Payment Dates if the Distribution(s) on the Junior Obligation is made in respect of an annual period (or two semi-annual periods or four quarterly periods); (ii) payment, on each of the next two Interest Payment Dates, of the full amount of the interest payable on the Notes on each of the next two Interest Payment Dates, if the Distribution(s) on the Junior Obligation is made in respect of a semi-annual period (or two quarterly periods); and (iii) payment, on the next Interest Payment Date, of the full amount of the interest payable on the Notes on the next Interest Payment Date if the Distribution(s) on the Junior Obligation is made in respect of a quarterly period. ‘‘Junior Obligations’’ means any class of share capital of the Guarantor, or any obligation of the Issuer or any other Subsidiary of the Guarantor bene¢ting from a guarantee or support undertaking ranking pari passu with any share capital of the Guarantor (including, without limitation, the Issuer’s Series A and Series B CMS-Linked Non-cumulative Guaranteed Non-voting Preferred Securities guaranteed on a subordinated basis by the Guarantor and any further securities of the Issuer ranking pari passu therewith) and any obligations of the Guarantor expressed to rank junior to the Guarantee of the Notes. Redemption of Junior Obligations The Issuer will be required to make payment of the full amount of interest payable on the Notes on the next Interest Payment Date contemporaneous with or following any date on which the Guarantor,

4 the Issuer or any other Subsidiary of the Guarantor has redeemed, repurchased or otherwise acquired any Junior Obligations for any consideration (or any moneys are paid to or made available for a sinking fund for, or for redemption of, any such securities), unless (a) such redemption, repurchase or acquisition is e¡ected in accordance with the provisions of article 16 paragraphs 2(b) to (f) or paragraph 5 et seq. of Greek Codi¢ed Law 2190/1920 and (b) following such redemption, repurchase or acquisition and any other measure taken by the Guarantor the total solvency ratio of the Guarantor, on a solo and consolidated basis, and the ratio of ‘‘upper tier 1 capital’’ items of own funds to risk weighted assets of the Guarantor, in each case, would not be less than the Bank of Greece’s requirements applicable to the Guarantor at such time. Arrears Become Due: Arrears of Interest will become payable in full on the earliest to occur of: (i) the next Interest Payment Date on which a payment of interest is made on the Notes; (ii) the next date on which the Guarantor, the Issuer or any other Subsidiary of the Guarantor pays any Distribution on or in respect of any class of Junior Obligations or Parity Obligations; (iii) the next date on which the Guarantor, the Issuer or any other Subsidiary of the Guarantor redeems, repurchases or otherwise acquires any Junior Obligations or Parity Obligations for any consideration (or any moneys are paid to or made available for a sinking fund for, or for redemption of, any such securities), unless (a) such redemption, repurchase or acquisition is e¡ected in accordance with the provisions of article 16 paragraphs 2(b) to (f) or paragraph 5 et seq. of Greek Codi¢ed Law 2190/1920 and (b) following such redemption, repurchase or acquisition and any other measure taken by the Guarantor the total solvency ratio of the Guarantor, on a solo and consolidated basis, and the ratio of ‘‘upper tier 1 capital’’ items of own funds to risk weighted assets of the Guarantor, in each case, would not be less than the Bank of Greece’s requirements applicable to the Guarantor at such time; (iv) the next date on which all or any of the Notes are redeemed or purchased by the Issuer, the Guarantor or any other Subsidiary of the Guarantor; or (v) the date of commencement of any Winding Up of the Issuer or (as the case may be) the Guarantor. ‘‘Parity Obligations’’ means (i) all existing or future undated and subordinated debt obligations of the Guarantor qualifying as upper tier two capital of the Guarantor; (ii) all other existing or future debt obligations of the Issuer or other Subsidiaries of the Guarantor qualifying as upper tier two capital of the Guarantor on a consolidated basis and entitled to the bene¢t of any guarantee, support agreement or other contractual undertaking of the Guarantor ranking pari passu with the Guarantee of the Notes as regards entitlements to payments thereunder; and (iii) all such guarantees, support agreements and contractual undertakings of the Guarantor. Any payment of Arrears of Interest will be subject to the prior consent of the Bank of Greece. All compulsory payments of interest and Arrears of Interest which have become due as described above will be guaranteed by the Guarantor under the Guarantee of the Notes.

5 Use of Proceeds: The net proceeds from the issue of the Notes will be used by the Guarantor and/or its consolidated Subsidiaries for general banking purposes.

Subordination: The Notes will constitute direct, unsecured obligations of the Issuer, conditional as described below, ranking pari passu without any preference among themselves. The rights of the holders of the Notes will, in the event of the Winding Up of the Issuer, be subordinated in right of payment to the claims of the Issuer Prior Creditors.

‘‘Issuer Prior Creditors’’ means all creditors of the Issuer other than those whose claims rank or are expressed to rank pari passu with or junior to the claims of the Noteholders in respect of the Notes (whether only in the event of a Winding Up of the Issuer or otherwise).

In the event of the Winding Up of the Guarantor, the Directors of the Issuer shall convene an extraordinary general meeting of the Issuer for the purpose of placing the Issuer in summary Winding Up.

The Guarantor has undertaken in the Guarantee of the Notes that, so long as any of the Notes are outstanding, it will not permit, or take any action to cause, the Winding Up of the Issuer unless the Bank of Greece has given its prior approval, or the Guarantor itself is in liquidation.

Optional Redemption: The Notes will be redeemable at the option of the Issuer, in whole but not in part, at their principal amount together with accrued and unpaid interest to the date of redemption and all Arrears of Interest and Additional Amounts, if any, on the First Call Date and on any Interest Payment Date falling after the First Call Date, upon not less than 30 nor more than 60 days’ notice to the Noteholders.

Such optional redemption will be subject to the prior consent of the Guarantor and the Bank of Greece.

Redemption for Tax Reasons: If, at any time prior to the First Call Date, as a result of a change in the laws or regulations of Jersey or Greece:

(i) the Issuer would be required to pay Additional Amounts (as de¢ned below) in respect of payments due on the Notes, or the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay Additional Amounts under the Guarantee of the Notes; or

(ii) the Issuer or the Guarantor, in relation to the Notes, the Guarantee of the Notes and any associated transactions (including, but not limited to, any loan from the Issuer to the Guarantor or any other Subsidiary of the Guarantor), is or would be required to pay more than a de minimis amount of (a) Jersey Tax (other than in respect of Jersey source income) or (b) Greek Tax,

then the Notes will be redeemable, at the option of the Issuer, in whole but not in part, on the next Interest Payment Date, (a) in the case of redemption in either of the circumstances in (i) above, at their principal amount and (b) in the case of redemption in the circumstances described in (ii) above, at their Make Whole Redemption Amount, together with, in each case, accrued but unpaid interest to such date and all Arrears of Interest and Additional Amounts, if any, upon not less than 30 nor more than 60 days’ notice to the Noteholders.

Any redemption for tax reasons will be subject to the prior consent of the Guarantor and the Bank of Greece.

6 Redemption for Regulatory If, at any time prior to the First Call Date, a Capital Disquali¢cation Reasons: Event has occurred and is continuing, the Notes may be redeemed, at the option of the Issuer, in whole but not in part, at their Make Whole Redemption Amount on the next Interest Payment Date, together with accrued but unpaid interest to such date and all Arrears of Interest and Additional Amounts, if any, upon not less than 30 nor more than 60 days’ notice to the Noteholders. Any such redemption will be subject to the prior consent of the Guarantor and the Bank of Greece. Enforcement Events: If default is made in the payment of any amount of principal in respect of the Notes on the due date for payment thereof or of any amount of interest or Arrears of Interest in respect of the Notes within seven days after the date upon which the payment thereof is due (each, an ‘‘Enforcement Event’’) then, in order to enforce the obligations of the Issuer and/or the Guarantor, any Noteholder may institute proceedings for the Winding Up in Jersey against the Issuer and/or in Greece against the Guarantor. If an order is made or an e¡ective resolution is passed for the Winding Up of the Issuer or the Guarantor (except in the case of a winding-up for the purpose of a merger, reconstruction or amalgamation the terms of which have previously been approved by an Extraordinary Resolution (as de¢ned in the Agency Agreement) of the Noteholders), then any Noteholder may give notice to the Issuer and the Fiscal Agent declaring such Noteholder’s Notes to be immediately due and payable, whereupon they shall become immediately due and payable at their principal amount together with accrued interest (including Arrears of Interest) without further action or formality, and such Noteholder shall be entitled to prove in the Winding Up of the Issuer or (as the case may be) the Guarantor on a subordinated basis as described in ‘‘Guarantee’’ and ‘‘Subordination’’ above. Except as provided herein, the Noteholders shall otherwise have no right to accelerate payment of any Note in the case of an Enforcement Event. Withholding Tax and Additional The Notes will contain a gross up provision in respect of the imposition Amounts: of Jersey or Greek withholding taxes. The Deed of Guarantee will contain a gross up provision in respect of imposition of Greek withholding taxes. Each gross up provision will be subject to customary exceptions. Under the gross up provisions, subject to customary exceptions, the Issuer, or the Guarantor pursuant to the Guarantee of the Notes, will pay to each Noteholder such additional amounts (‘‘Additional Amounts’’) as will result in receipt by the Noteholders of such amounts in respect of the Notes, after withholding or deduction of any taxes imposed by Jersey or Greece, as the case may be, as would have been received by them had no such withholding or deduction been required. References to principal, interest and Arrears of Interest in respect of the Notes shall be deemed also to refer to any Additional Amounts payable in respect thereof. Form and Denomination: The Notes will be issued in registered form in the denominations of EUR50,000 and integral multiples of EUR1,000 in excess thereof. The Notes may be held and transferred, and will be o¡ered and sold, in the principal amount of EUR50,000 and integral multiples of EUR1,000 in excess thereof. The Notes will initially be represented by the Global Note Certi¢cate, in registered form and without coupons, deposited on or before the Issue Date with, and registered in the name of a nominee

7 of, a common depositary for Euroclear and Clearstream. Bene¢cial interests in the Global Note Certi¢cate will be shown on, and transfers thereof will be e¡ected only through, the records maintained by Euroclear and Clearstream and their respective accountholders. So long as the Notes are represented by the Global Note Certi¢cate and Euroclear and Clearstream so permit, the Notes will be tradeable only in principal amounts of at least EUR50,000 plus integral multiples of EUR1,000 in excess thereof. Except as described herein, individual note certi¢cates of Notes will not be issued in exchange for bene¢cial interests in the Global Note Certi¢cate. Clearance and Settlement: The Notes will be accepted for clearance by Euroclear and Clearstream. Agency Agreement: The Notes will be issued subject to, and have the bene¢t of, an Agency Agreement dated 25 July 2007 between the Issuer, the Guarantor and , N.A. as registrar, ¢scal agent, principal paying agent and agent bank and the other initial paying and transfer agents named therein. Payments: Payments of principal of, and interest and all Arrears of Interest or Additional Amounts on, the Notes will be made by the Issuer or, pursuant to the Guarantee of the Notes, by the Guarantor at the o⁄ce of such Paying Agent or Paying Agents as the Issuer may designate for such purpose from time to time. In the event the Issuer is unable, for whatever reason, to make payments of principal, interest or all Arrears of Interest or Additional Amounts that are required to be made, the Guarantor, pursuant to the Guarantee of the Notes, will make such payments or cause such payments to be made. Governing Law: The Notes, the Deed of Guarantee and the Agency Agreement will be governed by and construed in accordance with English law, except that the provisions of the Notes and Deed of Guarantee relating to subordination shall be governed by the laws of, respectively, Jersey and Greece. Listing and Admission to Application has been made for the Notes to be admitted to listing on Trading: the o⁄cial list of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange’s regulated market. Rating: The Notes are expected on issue to be rated BBB- by S&P, A2 by Moody’s and BBB+ by Fitch. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.

8 RISK FACTORS

Each of the Issuer and the Bank believes that the following factors may a¡ect its ability to ful¢l its obligations under the Notes and, in the case of the Bank, the Bank’s obligations under the Guarantee of the Notes. Most of these factors are contingencies which may or may not occur and neither the Issuer nor the Bank is in a position to express a view on the likelihood of any such contingency occurring. Each of the Issuer and the Bank believes that the factors described below represent the principal risks inherent in investing in the Notes, but the inability of the Issuer or the Bank to pay interest, principal or other amounts on or in connection with the Notes may occur for other reasons and neither the Issuer nor the 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 as these risk factors cannot be deemed complete. Prospective investors should read the entire Prospectus. Words and expressions de¢ned in the ‘‘Terms and Conditions of the Notes’’ below or elsewhere in this Prospectus have the same meanings in this section. Investing in the Notes involves certain risks. Prospective investors should consider, among other things, the following:

RisksRelatingToTheNotes The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have su⁄cient knowledge and experience to make a meaningful evaluation of the Issuer, the Bank and the Notes, the merits and risks of investing in the Notes and the information contained in this Prospectus or any applicable supplement to this Prospectus; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular ¢nancial situation, an investment in the Notes and the impact such investment 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 Notes; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and the ¢nancial markets in which they participate; 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. The Notes are complex ¢nancial instruments. Sophisticated institutional investors generally purchase complex ¢nancial instruments as part of a wider ¢nancial structure rather than as stand-alone investments. These investors purchase complex ¢nancial instruments 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 the Notes, unless it has the expertise (either alone or with a ¢nancial adviser) to evaluate how the Notes will perform under changing conditions, the resulting e¡ects on the value of the Notes and the impact this investment will have on the potential investor’s overall investment portfolio.

There is no active trading market for the Notes. The Notes are new securities which may not be widely distributed and for which there is currently no active trading market. If the Notes are traded after their initial issuance, they may trade at a discount to their initial o¡ering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the ¢nancial condition of the Issuer and the Bank. Although application has been made for the Notes to be admitted to listing on the o⁄cial list of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange’s regulated market, there is no assurance that such application will be accepted or that an active trading market will develop. Accordingly, there is no assurance as to the development or liquidity of any trading market for the Notes. Lack of liquidity may have an adverse e¡ect on the market value of the Notes.

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

9 whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

The Notes are perpetual securities and need not be redeemed by the Issuer. The Notes are undated securities with no speci¢ed maturity date and the holders of the Notes have no right to call for their redemption.

The Notes may be redeemed prior to the First Call Date. The Notes may be redeemed prior to the First Call Date, at the option of the Issuer but subject to the prior consent of the Bank and of the Bank of Greece, at their Make Whole Redemption Amount (together with accrued but unpaid interest and all Arrears of Interest and Additional Amounts, if any) either (i) on the occurrence of any change in the tax laws or regulations of Jersey or Greece, as a result of which the Issuer or the Bank would be required to pay more than a de minimis amount of Jersey Tax (other than in respect of Jersey source income) or Greek Tax in respect of the Notes, the Guarantee of the Notes or any associated transaction or (ii) if a Capital Disquali¢cation Event has occurred and is continuing. In addition, if at any time prior to the First Call Date the Issuer or the Bank would be obliged to increase the amounts payable in respect of any payment due on the Notes or in respect of the Guarantee of the Notes due to any withholding or deduction for or on account of any present or future taxes by or on behalf of Jersey or Greece, the Issuer may redeem all outstanding Notes at their principal amount (together with accrued but unpaid interest and all Arrears of Interest and Additional Amounts, if any). See ‘‘Terms and Conditions of the Notes ç Redemption and Purchase’’. An investor may not be able to reinvest the proceeds of the redemption of the Notes in a comparable security at a rate of return similar to that of the Notes.

The Issuer has the option to defer any payment of interest on the Notes. The Issuer has the option to defer any payment of interest on the Notes as provided in Condition 3 (Interest). Any interest in respect of the Notes not paid shall, so long as the same remains unpaid, constitute ‘‘Arrears of Interest’’. Any Arrears of Interest may be paid in whole or in part at any time, and in any event, will automatically become due and payable under certain conditions as provided for in Condition 3 (Interest).

The Notes will be unsecured and subordinated to any unsubordinated unsecured or unsubordinated secured indebtedness and to any prior-ranking subordinated indebtedness that the Issuer or the Bank may incur, which means the holders of the Notes may recover less than the lenders of unsubordinated unsecured or unsubordinated secured debt or of prior-ranking subordinated indebtedness in the event of the Issuer’s or the Bank’s bankruptcy or liquidation. If the Issuer or the Bank is declared insolvent and a winding-up is initiated, it will be required to pay the holders of prior-ranking debt and meet its obligations to all its other creditors (including unsecured creditors but excluding any obligations in respect of subordinated debt which ranks lower than or equally with the Notes) in full before it can make any payments on the Notes. If this occurs, the Issuer or the Bank may not have enough assets remaining after these payments to pay amounts due under the Notes. The Notes will be unsecured and subordinated obligations. Under the terms of the Agency Agreement governing the Notes, the Issuer and the Bank may be able to incur signi¢cant additional secured or unsecured unsubordinated indebtedness and/or prior-ranking subordinated indebtedness. If the Issuer or the Bank, as the case may be, become insolvent or are liquidated, or if payment under any secured or unsecured unsubordinated and/or prior-ranking subordinated debt obligations is accelerated, the Issuer’s secured or unsecured unsubordinated or, as the case may be, prior-ranking subordinated lenders would be entitled to exercise the remedies available to a secured or unsecured unsubordinated and/or prior-ranking subordinated lender before the holders of the Notes. As a result, the Notes are subordinated to any secured or unsecured unsubordinated indebtedness and/or prior-ranking subordinated indebtedness that the Issuer may incur in the future, and the holders of the Notes may recover rateably less than the lenders of the Issuer’s secured or unsecured unsubordinated debt and/or prior-ranking subordinated debt in the event of the Issuer’s bankruptcy or liquidation. In addition, the Guarantee of the Notes will also be unsecured and subordinated.

10 Any secured or unsecured unsubordinated indebtedness and/or any prior-ranking subordinated indebtedness that the Bank may incur will similarly be senior to such guarantee obligations. Unsubordinated liabilities of the Issuer (or the Bank) may also arise from events that are not re£ected on the balance sheet of the Issuer (or the Bank), including, without limitation, insurance or reinsurance contracts, derivative contracts, the issuance of guarantees or the incurrence of other contingent liabilities on an unsubordinated basis. Claims made under such guarantees or such other contingent liabilities will become unsubordinated liabilities of the Issuer (or the Bank) that in a winding-up or insolvency proceeding of the Issuer (or the Bank) will need to be paid in full before the obligations under the Notes (or the Guarantee of the Notes) may be satis¢ed.

The Notes have a Floating Rate of interest. The Notes will bear interest at a £oating rate from and including 27 July 2007. This £oating rate comprises (i) a reference rate and (ii) a margin to be added to such base rate. Although the relevant margin will alter on the First Call Date, there will also be a periodic adjustment of the reference rate (every three months) which itself will change in accordance with general market conditions. Accordingly, the market value of the Notes may be volatile if changes, particularly short-term changes, to market interest rates evidenced by the relevant reference rate can only be re£ected in the interest rate of these Notes upon the next periodic adjustment of the relevant reference rate.

Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, investors will have to rely on their procedures for transfer, payment and communication with the Issuer and/or the Bank. The Notes will be represented by the Global Note Certi¢cate except in certain limited circumstances described in the Global Note Certi¢cate. The Global Note Certi¢cate will be registered in the name of Citivic Nominees Ltd as nominee for, and deposited with, a common depositary for Euroclear and Clearstream, Luxembourg. Individual Note Certi¢cates evidencing holdings of Notes will only be available in certain limited circumstances. Euroclear and Clearstream, Luxembourg will maintain records of the bene¢cial interests in the Global Note Certi¢cate. While the Notes are represented by the Global Note Certi¢cate, investors will be able to trade their bene¢cial interests only through Euroclear and Clearstream, Luxembourg. The Issuer and the Bank will discharge their payment obligations under the Notes by making payments to the common depositary for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a bene¢cial interest in the Global Note Certi¢cate must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Notes. The Issuer and the Bank have no responsibility or liability for the records relating to, or payments made in respect of, bene¢cial interests in the Global Note Certi¢cate. Holders of bene¢cial interests in the Global Note Certi¢cate will not have a direct right to vote in respect of the Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies. Similarly, holders of bene¢cial interests in the Global Note Certi¢cate will not have a direct right under the Global Note Certi¢cate to take enforcement action against the Issuer or the Bank in the event of a default under the Notes but will have to rely upon their rights under the Deed of Covenant.

The Notes have a minimum denomination of EUR50,000. As the Notes have a denomination consisting of the minimum denomination plus a higher integral multiple of another smaller amount, it is possible that the Notes may be traded in amounts in excess of EUR50,000 (or its equivalent) that are not integral multiples of EUR50,000 (or its equivalent). In such case a Noteholder who, as a result of trading such amounts, holds a principal amount of less than the minimum denomination may not receive a De¢nitive Note in respect of such holding (should De¢nitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to the minimum denomination.

Credit rating. The Notes have been assigned a rating of BBB- by S&P, A2 by Moody’s and BBB+ by Fitch. 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. Any adverse change in an applicable credit rating could adversely a¡ect the trading price for the Notes.

11 Modi¢cation and waiver. The conditions of the Notes contain provisions for calling meetings of holders of Notes to consider matters a¡ecting their interests generally. These provisions permit de¢ned majorities to bind all holders of Notes including holders that did not attend and vote at the relevant meeting and holders that voted in a manner contrary to the majority. The Conditions also provide that any of the provisions of the Notes, the Conditions, the Deed of Covenant and the Deed of Guarantee may be modi¢ed without the consent of the Noteholders to correct a manifest error.

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 have agreed to adopt similar measures with e¡ect from the same date. If a payment is 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 is to be withheld from that payment, neither the Issuer nor any Paying Agent (as de¢ned herein) nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. For so long as any Note is outstanding, the Issuer undertakes to maintain a Paying Agent in a Member State of the European Union that does not impose an obligation to withhold or deduct tax pursuant to this Directive.

Risks Relating To The Issuer The Issuer is a ¢nance vehicle whose principal purpose is to raise debt to be deposited with the Bank. Accordingly, the Issuer has no trading assets and does not generate trading income. The Notes are guaranteed on a subordinated basis by the Bank pursuant to the Deed of Guarantee. Accordingly, if the Bank’s ¢nancial condition was to deteriorate, the Issuer and investors in the Notes issued by the Issuer may su¡er direct and materially adverse consequences.

RisksRelatingToTheBank The Bank is dependent on the level of economic activity in Greece. The 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 the 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 the Bank’s future results.

Risks relating To The Bank’s Business As a result of its business activities, the 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 the 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 the Bank’s businesses. Adverse changes in the credit quality of the Bank’s borrowers and counterparties or a general deterioration in the Greek, U.S. or global economic conditions, or arising from systematic risks in the ¢nancial systems, could a¡ect the recoverability and value of the Bank’s assets and require an increase in the Bank’s provision for bad and doubtful debts and other provisions.

Market risk. The most signi¢cant market risks that the 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

12 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 the Bank’s investment and trading portfolios. The Bank has implemented risk management methods to mitigate and control these and other market risks to which the 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 the Bank’s ¢nancial performance and business operations.

Operational risk. The 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 the Bank’s suppliers or counterparties. Although the 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 the Bank, to anticipate and provide for unforeseen decreases or changes in funding sources could have an adverse e¡ect on such bank’s ability to meet its obligations when they fall due.

Impact of regulatory changes. The Bank is subject to ¢nancial services laws, regulations, administrative actions and policies in each location that the Bank operates. Changes in supervision and regulation, in particular in Greece, could materially a¡ect the Bank’s business, the products and services o¡ered or the value of its assets. Although the 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 the Bank.

13 TERMS AND CONDITIONS OF THE NOTES

The following is the text of the Terms and Conditions of the Notes which (subject to completion and amendment) will be endorsed on each Note in de¢nitive form: The EUR130,000,000 Floating Rate Guaranteed Perpetual Subordinated Notes Callable with Step-Up 2012 (the ‘‘Notes’’, which expression includes any further notes issued pursuant to Condition 12 (Further issues) and forming a single series therewith) of Alpha Group Jersey Limited (the ‘‘Issuer’’) are constituted by a deed of covenant dated 27 July 2007 (as amended or supplemented from time to time, the ‘‘Deed of Covenant’’) entered into by the Issuer and are the subject of (a) a deed of subordinated guarantee dated 27 July 2007 (as amended or supplemented from time to time, the ‘‘Deed of Guarantee’’) entered into by Alpha Bank A.E. (the ‘‘Guarantor’’) and (b) a ¢scal agency agreement dated 25 July 2007 (as amended or supplemented from time to time, the ‘‘Agency Agreement’’) between the Issuer, the Guarantor, Citibank, N.A. as registrar (the ‘‘Registrar’’, which expression includes any successor registrar appointed from time to time in connection with the Notes), Citibank, N.A. as ¢scal agent (the ‘‘Fiscal Agent’’, which expression includes any successor ¢scal agent appointed from time to time in connection with the Notes), the transfer agents named therein (the ‘‘Transfer Agents’’, which expression includes any successor or additional transfer agents appointed from time to time in connection with the Notes) and the paying agents named therein (together with the Fiscal Agent, the ‘‘Paying Agents’’, which expression includes any successor or additional paying agents appointed from time to time in connection with the Notes) and Citibank, N.A. as agent bank (the ‘‘Agent Bank’’, which expression includes any successor agent bank appointed from time to time in connection with the Notes). References herein to the ‘‘Agents’’ are to the Registrar, the Fiscal Agent, the Transfer Agents, the Paying Agents and the Agent Bank and any reference to an ‘‘Agent’’ is to any one of them. Certain provisions of these Conditions are summaries of the Agency Agreement, the Deed of Covenant and the Deed of Guarantee and are subject to their detailed provisions. The Noteholders (as de¢ned below) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement, the Deed of Covenant, and the Deed of Guarantee applicable to them. Copies of the Agency Agreement, the Deed of Covenant and the Deed of Guarantee are available for inspection by Noteholders during normal business hours at the Speci¢ed O⁄ces (as de¢ned in the Agency Agreement) of each of the Agents, the initial Speci¢ed O⁄ces of which are set out below.

1. Form, Denomination, Status and Guarantee (a) Form and denomination: The Notes are in registered form in the denominations of EUR50,000 and integral multiples of EUR1,000 in excess thereof (each, an ‘‘Authorised Holding’’). The Notes may be held and transferred, and will be o¡ered and sold, in the principal amount of EUR50,000 and integral multiples of EUR1,000 in excess thereof. (b) Status of the Notes: The Notes are, and will be, direct, unsecured and subordinated (in the manner provided below) obligations of the Issuer and rank and will rank pari passu, without any preference among themselves. The rights of the Noteholders shall be subordinated in right of payment, in the event of the dissolution or liquidation in whatever manner of the Issuer including, without limiting the generality of the foregoing, bankruptcy, composition, voluntary or compulsory liquidation (any such event, a ‘‘Winding Up’’), to the claims of Issuer Prior Creditors (as de¢ned below), so that amounts due and payable in respect of the Notes shall be paid by the Issuer only after all of the Issuer Prior Creditors (as de¢ned below) have been reimbursed or paid in full and the Noteholders irrevocably waive their right to be treated equally with all Issuer Prior Creditors in such circumstances. The Guarantor has undertaken in the Guarantee of the Notes (as de¢ned in Condition 1(c) (Guarantee of the Notes)) that, so long as any of the Notes are outstanding, it will not permit, or take any action to cause, the Winding Up of the Issuer unless the Bank of Greece has given its prior approval, or the Guarantor itself is in liquidation. In these Conditions, ‘‘Issuer Prior Creditors’’ means all creditors of the Issuer other than those whose claims rank or are expressed to rank pari passu with or junior to the claims of the Noteholders in respect of the Notes (whether only in the event of a Winding Up of the Issuer or otherwise). (c) Guarantee of the Notes: The Guarantor has in the Deed of Guarantee irrevocably guaranteed, on a subordinated basis, the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Notes, including, but not limited to, payments of principal, interest, Additional Amounts (as de¢ned in Condition 4(b) (Redemption for tax reasons)) and Arrears of Interest (as

14 de¢ned in Condition 3.2 (Deferral of Interest)), if any. This guarantee (the ‘‘Guarantee of the Notes’’) constitutes direct, unsecured and subordinated obligations of the Guarantor which will at all times be subordinated in right of payment, in the event of the Winding Up of the Guarantor, to the claims of Guarantor Prior Creditors (as de¢ned below) so that amounts due and payable in respect of the Notes under the Guarantee of the Notes shall be paid by the Guarantor only after all of the Guarantor Prior Creditors have been reimbursed or paid in full and the Noteholders irrevocably waive their right to be treated equally with all Guarantor Prior Creditors in such circumstances. For the purposes of this Condition, ‘‘Guarantor Prior Creditors’’ means all creditors of the Guarantor other than those whose claims rank or are expressed to rank pari passu with or junior to the claims of the Noteholders in respect of the Guarantee of the Notes (whether only in the event of a Winding Up of the Guarantor or otherwise).

2. Register, Title and Transfers (a) Register: The Registrar will maintain a register (the ‘‘Register’’) in respect of the Notes in accordance with the provisions of the Agency Agreement. In these Conditions, the ‘‘Holder’’ of a Note means the person in whose name such Note is for the time being registered in the Register (or, in the case of a joint holding, the ¢rst named thereof) and ‘‘Noteholder’’ shall be construed accordingly. A certi¢cate (each, a‘‘Note Certi¢cate’’) will be issued to each Noteholder in respect of its registered holding. Each Note Certi¢cate will be numbered serially with an identifying number which will be recorded in the Register. (b) Title: The Holder of each Note shall (except as otherwise required by law) be treated as the absolute owner of such Note for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing on the Note Certi¢cate relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft of such Note Certi¢cate) and no person shall be liable for so treating such Holder. No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999. (c) Transfers: Subject to paragraphs (f) (Closed Periods) and (g) (Regulations concerning transfers and registration) below, a Note may be transferred 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 Note may not be transferred unless the principal amount of Notes transferred and (where not all of the Notes held by a Holder are being transferred) the principal amount of the balance of Notes not transferred are Authorised Holdings. Where not all the 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 Notes will be issued to the transferor. (d) Registration and delivery of Note Certi¢cates: Within ¢ve business days of the surrender of a Note Certi¢cate in accordance with paragraph (c) (Transfers) above, the Registrar will register the transfer in question and deliver a new Note Certi¢cate of a like principal amount to the Notes transferred to each relevant 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 Holder) by uninsured ¢rst class mail (airmail if overseas) to the address speci¢ed for the purpose by such relevant Holder. In this paragraph, ‘‘business day’’ means a day on which commercial banks are open for general 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. (e) No charge: The transfer of a Note will be e¡ected without charge by or on behalf of the Issuer, 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. (f) Closed periods: Noteholders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal, interest, Arrears of Interest or Additional Amounts (if any) in respect of the Notes. (g) Regulations concerning transfers and registration: All transfers of Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer 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 Noteholder who requests in writing a copy of such regulations.

15 3. Interest 3.1 Accrual, Rate of Interest and Calculation (a) Accrual of interest: The Notes bear interest from, and including, 27 July 2007 (the ‘‘Issue Date’’), payable (subject to the following paragraphs of this Condition 3 (Interest)) on 27 January, 27 April, 27 July and 27 October in each year (each, an ‘‘Interest Payment Date’’), commencing 27 October 2007, subject as provided in Condition 5 (Payments); provided, however, that, if any Interest Payment Date would otherwise fall on a date which is not a TARGET Settlement Day (as de¢ned below), it will be postponed to the next TARGET Settlement Day unless it would thereby fall into the next calendar month, in which case it will be brought forward to the preceding TARGET Settlement Day. Each period beginning on (and including) the Issue Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an ‘‘Interest Period’’. Each Note will cease to bear interest from the due date for redemption unless, upon due presentation, payment of principal is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition (both before and after judgment) until whichever is the earlier of (a) 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 (b) 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). (b) Rate of interest: The rate of interest applicable to the Notes (the ‘‘Rate of Interest’’) for each Interest Period will be determined by the Agent Bank on the following basis: (i) the Agent Bank will determine the rate for deposits in euro for a three-month period which appears on the display page designated EURIBOR01 on the Reuters service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying comparable rates) as of 11:00 a.m. (Brussels time) on the second TARGET Settlement Day before the ¢rst day of the relevant Interest Period (the ‘‘Interest Determination Date’’); (ii) if such rate does not appear on that page, the Agent Bank will: (A) request the principal Euro-zone o⁄ce of each of four major banks in the Euro-zone interbank market to provide a quotation of the rate at which deposits in euro are o¡ered by it at approximately 11.00 a.m. (Brussels time) on the Interest Determination Date to prime banks in the Euro-zone interbank market for a period equal to three months and in an amount that is representative for a single transaction in that market at that time; and (B) determine the arithmetic mean (rounded, if necessary, to the nearest one hundred- thousandth of a percentage point, 0.000005 being rounded upwards) of such quotations; and (iii) if fewer than two such quotations are provided as requested, the Agent Bank will determine the arithmetic mean (rounded, if necessary, as aforesaid) of the rates quoted by major banks in the Euro-zone, selected by the Agent Bank, at approximately 11.00 a.m. (Brussels time) on the ¢rst day of the relevant Interest Period for loans in euro to leading European banks for a three-month 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 (as de¢ned below) and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Agent Bank 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) arithmetic mean last determined in relation to the Notes in respect of a preceding Interest Period. ‘‘Margin’’ means: (i) 0.5 per cent., for the purposes of determining the Rate of Interest for any Interest Period ending on or prior to the Interest Payment Date falling in July 2012 (the ‘‘First Call Date’’); and (ii) 1.5 per cent., for the purposes of determining the Rate of Interest for any Interest Period commencing on or subsequent to the First Call Date. (c) Calculation of Interest Amount: The Agent Bank will, as soon as practicable after the Interest Determination Date in relation to each Interest Period, calculate the amount of interest (the ‘‘Interest

16 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, multiplying the product by the actual number of days in such Interest Period divided by 360 and rounding the resulting ¢gure to the nearest cent (half a cent being rounded upwards). (d) Publication: The Agent Bank will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, to be noti¢ed to the other Agents and each listing authority, stock exchange and/or quotation system (if any) by which the Notes have been admitted to listing, trading and/or quotation as soon as practicable after such determination but 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 Agent Bank 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. (e) 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 Agent Bank will (in the absence of manifest error) be binding on the Issuer, the Guarantor, the Agents and the Noteholders and (subject as aforesaid) no liability to any such person will attach to the Agent Bank in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes. (f) Interpretation: In this Condition: ‘‘Euro-zone’’ means the region comprised of member states of the European Union which adopt the euro in accordance with the Treaty establishing the European Community, as amended; ‘‘TARGET Settlement Day’’ means a day on which the TARGET System is open; and ‘‘TARGET System’’ means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System. 3.2 Deferral of Interest The Issuer or the Guarantor may, if it so elects and in its sole discretion, by giving notice (x) as soon as practicable after any determination pursuant to this Condition 3.2 (Deferral of Interest) and (y) in any event of not less than 10 Business Days, to the Noteholders in accordance with Condition 13 (Notices) and to the Guarantor, the Fiscal Agent and the Registrar (which notices shall be irrevocable), defer on any Optional Interest Payment Date (as de¢ned below) the payment of interest (including in relation to any interest previously deferred) that is due on such date in respect of the Notes. Any such deferral shall not constitute a default by the Issuer or, as the case may be, the Guarantor for any purpose. Any interest not paid on an Optional Interest Payment Date shall (except to the extent such interest shall subsequently have been paid) constitute ‘‘Arrears of Interest’’, which, at the option of the Issuer (but subject as described in Condition 3.4 (Compulsory Payments)), may be paid by the Issuer (in whole but not in part) at any time. In addition, each amount of Arrears of Interest shall itself bear interest from (and including) the date on which (but for such deferral) the Arrears of Interest would otherwise have been due to be paid to (but excluding) the relevant date of payment of that Arrears of Interest as if it were principal of the Notes, at the same rate of interest from time to time as is applicable to the Notes. Any reference in these Conditions to Arrears of Interest shall be deemed to include interest accrued on Arrears of Interest. In these Conditions, ‘‘Optional Interest Payment Date’’ means any Interest Payment Date other than one on which interest is required to be paid in accordance with Condition 3.4 (Compulsory Payments) and ‘‘Business Day’’ means any day on which commercial and foreign exchange markets settle payments in London, and Jersey and on which the TARGET System, or any successor thereto, is operating.

3.3 Compulsory payment following Capital Disquali¢cation Event Notwithstanding the provisions of Condition 3.2 (Deferral of Interest), interest will be mandatorily payable on each Interest Payment Date upon which (i) a Capital Disquali¢cation Event has occurred and (ii) the Guarantor is in compliance with the applicable capital adequacy requirements of the Bank of Greece.

17 ‘‘Capital Disquali¢cation Event’’ means a change in any applicable law or regulation (including the provisions of paragraph C3 of chapter I and chapter II of the Bank of Greece Governors’ Act 2053/ 18.3.92), or in the o⁄cial interpretation or application thereof, as a result of which, for the purposes of capital adequacy requirements applicable to banks in Greece, either the funds raised under the Notes that are on-lent to the Guarantor or the Notes are no longer of a type capable of being included in the upper tier two capital of the Guarantor on a solo or consolidated basis, as applicable (except, for the avoidance of doubt, where such non-quali¢cation is only as a result of any applicable limitation on the amount or composition of the Guarantor’s upper tier two capital).

3.4 Compulsory Payments (a) Compulsory payment following payment on Junior Obligations: If the Guarantor, the Issuer or any other Subsidiary of the Guarantor pays any distribution(s) or makes any payment of interest (a ‘‘Distribution’’) on or in respect of any class of Junior Obligations, then the Issuer will be required to pay interest on the Notes on one or more Interest Payment Dates contemporaneous with or following such Distribution(s), as follows: (i) payment, on each of the next four Interest Payment Dates, of the full amount of the interest payable on the Notes on each of the next four Interest Payment Dates if the Distribution(s) on the Junior Obligation is made in respect of an annual period (or two semi-annual periods or four quarterly periods); (ii) payment, on each of the next two Interest Payment Dates, of the full amount of the interest payable on the Notes on each of the next two Interest Payment Dates if the Distribution(s) on the Junior Obligation is made in respect of a semi-annual period (or two quarterly periods); and (iii) payment, on the next Interest Payment Date, of the full amount of the interest payable on the Notes on the next Interest Payment Date if the Distribution(s) on the Junior Obligation is made in respect of a quarterly period. In these Conditions, ‘‘Junior Obligations’’ means any class of share capital of the Guarantor, any obligation of the Issuer or any other Subsidiary of the Guarantor bene¢ting from a guarantee or support undertaking ranking pari passu with any share capital of the Guarantor (including, without limitation, the Issuer’s Series A and Series B CMS-Linked Non-cumulative Guaranteed Non-voting Preferred Securities guaranteed on a subordinated basis by the Guarantor and any further securities of the Issuer ranking pari passu therewith) and any obligations of the Guarantor expressed to rank junior to the Guarantee of the Notes; and ‘‘Subsidiary’’ means, at any time, in respect of any person (the ‘‘¢rst person’’) any corporation or other person or other entity more than 50 per cent. of whose equity share capital is owned by the ¢rst person or whose board of directors is controlled by the ¢rst person. (b) Compulsory payment following redemption of Junior Obligations: The Issuer will be required to make payment of the full amount of interest payable on the Notes on the next Interest Payment Date contemporaneous with or following any date on which the Guarantor, the Issuer or any other Subsidiary of the Guarantor has redeemed, repurchased or otherwise acquired any Junior Obligations for any consideration (or any moneys are paid to or made available for a sinking fund for, or for redemption of, any such securities), unless (a) such redemption, repurchase or acquisition is e¡ected in accordance with the provisions of article 16 paragraphs 2(b) to (f) or paragraph 5 et seq. of Greek Codi¢ed Law 2190/1920 and (b) following such redemption, repurchase or acquisition and any other measure taken by the Guarantor, the total solvency ratio of the Guarantor, on a solo and consolidated basis, and the ratio of ‘‘upper tier 1 capital’’ items of own funds to risk weighted assets of the Guarantor, in each case, would not be less than the Bank of Greece’s requirements applicable to the Guarantor at such time. (c) Payment of Arrears of Interest: Arrears of Interest outstanding at any time will become payable in full on the ¢rst of the following dates to occur: (i) the next Interest Payment Date on which a payment of interest is made on the Notes; (ii) the next date on which the Guarantor, the Issuer or any other Subsidiary of the Guarantor pays any Distribution on or in respect of any class of Junior Obligations or Parity Obligations;

18 (iii) the next date on which the Guarantor, the Issuer or any other Subsidiary of the Guarantor redeems, repurchases or otherwise acquires any Junior Obligations or Parity Obligations for any consideration (or any moneys are paid to or made available for a sinking fund for, or for redemption of, any such securities), unless (a) such redemption, repurchase or acquisition is e¡ected in accordance with the provisions of article 16 paragraphs 2(b) to (f) or paragraph 5 et seq. of Greek Codi¢ed Law 2190/1920 and (b) following such redemption, repurchase or acquisition and any other measure taken by the Guarantor, the total solvency ratio of the Guarantor, on a solo and consolidated basis, and the ratio of ‘‘upper tier 1 capital’’ items of own funds to risk weighted assets of the Guarantor, in each case, would not be less than the Bank of Greece’s requirements applicable to the Guarantor at such time; (iv) the next date on which all or any of the Notes are redeemed or purchased by the Issuer, the Guarantor or any other Subsidiary of the Guarantor; or (v) the date of commencement of any Winding Up of the Issuer or (as the case may be) the Guarantor. Any payment of Arrears of Interest will be subject to the prior consent of the Bank of Greece. In these Conditions, ‘‘Parity Obligations’’ means (i) all existing or future undated and subordinated debt obligations of the Guarantor qualifying as upper tier two capital of the Guarantor; (ii) all other existing or future debt obligations of the Issuer or other Subsidiaries of the Guarantor qualifying as upper tier two capital of the Guarantor on a consolidated basis and entitled to the bene¢t of any guarantee, support agreement or other contractual undertaking of the Guarantor ranking pari passu with the Guarantee of the Notes as regards entitlements to payments thereunder; and (iii) all such guarantees, support agreements and contractual undertakings of the Guarantor.

4. Redemption and Purchase The Notes have no ¢xed maturity date and the Issuer shall only have the right to redeem the Notes in accordance with this Condition 4 (Redemption and Purchase) and subject to the prior consent of the Guarantor and the Bank of Greece. (a) Optional redemption: The Notes will be redeemable at the option of the Issuer, in whole but not in part on the First Call Date and on any Interest Payment Date falling after the First Call Date, at their principal amount together with accrued and unpaid interest to the date of redemption and all Arrears of Interest and Additional Amounts, if any, upon not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 13 (Notices) and, not less than 15 days before the date on which notice is given to the Noteholders, to the Guarantor and to the Fiscal Agent and the Registrar (which notices shall be irrevocable). For the avoidance of doubt, any redemption at the option of the Issuer will be subject to the prior consent of the Guarantor and the Bank of Greece. (b) Redemption for tax reasons: If, at any time prior to the First Call Date, as a result of a change in the laws or regulations of Jersey or Greece or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or of any change in the application of or o⁄cial interpretation or administration of any such laws or regulations, which amendment or change becomes e¡ective on or after 25 July 2007: (i) the Issuer is or would be required to pay additional amounts as provided or referred to in Condition 6 (Taxation) (‘‘Additional Amounts’’) in respect of payments due on the Notes, or the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay Additional Amounts under the Guarantee of the Notes; or (ii) the Issuer or the Guarantor, in relation to the Notes, the Guarantee of the Notes and any associated transactions (including, but not limited to, any loan from the Issuer to the Guarantor or any other Subsidiary of the Guarantor), is or would be required to pay more than a de minimis amount of (a) Jersey Tax (other than in respect of Jersey source income) or (b) Greek Tax, then, provided that the requirements under sub-paragraphs (i) or (ii) above (as the case may be) cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to it and provided 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 would be obliged to pay such additional amounts if a payment in respect of the

19 Notes were then due or (as the case may be) a demand under the Guarantee of the Notes were then made, the Notes will be redeemable, at the option of the Issuer, in whole but not in part, on the next Interest Payment Date (a) in the case of redemption in either of the circumstances described in (i) above, at their principal amount and (b) in the case of redemption in the circumstances described in (ii) above, at their Make Whole Redemption Amount, together with, in each case, accrued and unpaid interest to the Redemption Date and all Arrears of Interest and Additional Amounts, if any, upon not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 13 (Notices) and, not less than 15 days before the date on which notice is given to the Noteholders, to the Guarantor and to the Fiscal Agent and the Registrar (which notices shall be irrevocable). Any redemption for tax reasons will be subject to the prior consent of the Guarantor and the Bank of Greece. In these Conditions: ‘‘Aggregate Future Interest Equivalent’’ means the equivalent of the aggregate amount of interest scheduled to fall due on each Interest Payment Date falling subsequent to the Redemption Date up to and including (but not subsequent to) the First Call Date, as determined on the Redemption Amount Calculation Date by the Agent Bank using a rate equal to 50 basis points above the Redemption Base Swap Rate and by reference to the principal amount of the Notes outstanding on the Redemption Date; ‘‘Greek Tax’’ means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Greece or any political sub-division thereof or by any authority therein or thereof having power to tax; ‘‘Jersey Tax’’ means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Jersey or any political sub-division thereof or by any authority therein or thereof having power to tax; ‘‘ISDA De¢nitions’’ means the 2006 ISDA De¢nitions published by the International Swaps and Derivatives Association, Inc. (as amended and updated as at the Issue Date); ‘‘Make Whole Redemption Amount’’ means the amount determined by the Agent Bank on the Redemption Amount Calculation Date to be equal to the sum of the present values on the Redemption Date of (i) the principal amount of the Notes outstanding on the Redemption Date (assuming the Notes to be due on the First Call Date) and (ii) the Aggregate Future Interest Equivalent, each as discounted on an annual basis using a discount rate equal to 35 basis points above the Redemption Base Swap Rate and on the basis of a 360 day year and the actual number of days elapsed; ‘‘Redemption Amount Calculation Date’’ means the second TARGET Settlement Day prior to the Redemption Date; ‘‘Redemption Base Swap Rate’’ means the rate calculated by the Agent Bank to be the arithmetic mean of the linear interpolated bid and o¡ered rates for the ¢xed leg of a ¢xed-for-£oating euro interest rate swap transaction, as adjusted to a quarterly payable ¢xed-for-£oating euro interest rate swap transaction by adding to it the linear interpolated 3/6 basis increment (rounded, in each case, if necessary to the nearest one hundred-thousandth, with 0.000005 being rounded upwards), for a term equal to a period from (and including) the Redemption Date to (but excluding) the First Call Date, all on the basis of the bid and o¡ered rates and the 3/6 basis increments which appear on the display page designated ICAPEURO on the Reuters service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying comparable rates) as of 10:00 a.m. (London time) on the Redemption Amount Calculation Date. If all or any of such rates or the relevant increments do not appear on that page at approximately that time, the Agent Bank will determine the Redemption Base Swap Rate by: (A) requesting the principal Euro-zone o⁄ce of each of ¢ve leading swap dealers in the Euro-zone interbank market to provide a mid-market annual swap rate quotation at approximately 10.00 a.m. (London time) on the Redemption Amount Calculation Date. For this purpose, the ‘‘mid-market annual swap rate’’ means the arithmetic mean of the bid and o¡ered rates for the annual ¢xed leg, calculated on a 30/360 day count fraction basis (as construed in accordance with the ISDA De¢nitions), of a ¢xed-for-£oating euro interest rate swap transaction with a term equal to the period from (and including) the Redemption Date to (but excluding) the First Call Date and in an amount equal to the principal amount of the Notes then outstanding, with an

20 acknowledged dealer of good credit in the swap market, where the £oating leg, calculated on an Actual/360 day count fraction basis (as construed in accordance with the ISDA De¢nitions), is for a period of three months, provided that if at least three such quotations are provided, the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest) will be eliminated; and (B) determining the arithmetic mean (rounded, if necessary, to the nearest one hundred-thousandth, 0.000005 being rounded upwards) of such quotations, and the Redemption Base Swap Rate shall be as so determined; and ‘‘Redemption Date’’ means the date on which the Notes are to be redeemed pursuant to Condition 4(b) (Redemption for tax reasons) or (as the case may be) Condition 4(c) (Redemption for regulatory reasons). (c) Redemption for regulatory reasons: If, at any time prior to the First Call Date, a Capital Disquali¢cation Event has occurred and is continuing, the Notes may be redeemed, in whole but not in part, at a redemption price equal to their Make Whole Redemption Amount at the option of the Issuer on the next Interest Payment Date, together with accrued and unpaid interest to the Redemption Date and all Arrears of Interest and Additional Amounts, if any, upon not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 13 (Notices) and, not less than 15 days before the date on which notice is given to the Noteholders, to the Guarantor and to the Fiscal Agent and the Registrar (which notices shall be irrevocable). Any such redemption will be subject to the prior consent of the Guarantor and the Bank of Greece. (d) Purchase: The Issuer, the Guarantor or any other Subsidiary of the Guarantor may, with the prior consent of the Bank of Greece, at any time purchase Notes in the open market or otherwise and at any price. Such Notes may be held, reissued or, at the option of the Issuer or the Guarantor, as the case may be, surrendered to any Paying Agent for cancellation. (e) Cancellation: All Notes so redeemed or purchased and cancelled by the Issuer, the Guarantor or any of their respective Subsidiaries shall be cancelled and may not be reissued or resold.

5. Payments (a) Principal: Payments of principal shall be made by euro cheque drawn on, or, upon application by a Holder of a Note to the Speci¢ed O⁄ce of the Fiscal Agent not later than the ¢fteenth day before the due date for any such payment, by transfer to a euro account (or other account to which euro may be credited or transferred) maintained by the payee with, a bank in a city in which banks have access to the TARGET System and (in the case of redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Note Certi¢cates at the Speci¢ed O⁄ce of any Paying Agent. (b) Interest: Payments of interest shall be made by euro cheque drawn on, or upon application by a Holder of a Note to the Speci¢ed O⁄ce of the Fiscal Agent not later than the ¢fteenth day before the due date for any such payment, by transfer to a euro account (or other account to which euro may be credited or transferred) maintained by the payee with, a bank in a city in which banks have access to the TARGET System and (in the case of redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Note Certi¢cates at the Speci¢ed O⁄ce of any Paying Agent. (c) Payments on business days: Where payment is to be made by transfer to a euro account (or other account to which euro may be credited or transferred), 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 a Paying Agent and (ii) (in the case of payments of interest payable other than on redemption) on the due date for payment. A Holder of a Note 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 5 (Payments) arriving after the due date for payment or being lost in the mail. In this paragraph, ‘‘business day’’ means: (i) in the case of payment by transfer to a euro account (or other account to which euro may be credited or transferred) as referred to above, any day which is a TARGET Settlement Day; and

21 (ii) in the case of surrender (or, in the case of part payment only, endorsement) of a Note Certi¢cate, any day on which banks are open for general business (including dealings in foreign currencies) in the place in which the Note Certi¢cate is surrendered (or, as the case may be, endorsed); and (iii) any day on which banks are open for general business (including dealings in foreign currencies) in London. ‘‘TARGET Settlement Day’’ means a day on which the TARGET System is open. (d) Partial payments: If a Paying Agent makes a partial payment in respect of any Note, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation of a Note Certi¢cate, that a statement indicating the amount and the date of such payment is endorsed on the relevant Note Certi¢cate. (e) Record date: Each payment in respect of a Note will be made to the person shown as the Holder in the Register at the opening of business in the place of the Registrar’s Speci¢ed O⁄ce on the ¢fteenth day before the due date for such payment (the ‘‘Record Date’’). Where payment in respect of a Note is to be made by cheque, the cheque will be mailed to the address shown as the address of the Holder in the Register at the opening of business on the relevant Record Date. (f) Payments subject to ¢scal laws: All payments made in accordance with these Terms and Conditions will be subject in all cases to any ¢scal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 6 (Taxation).

6. Taxation All payments of principal, interest, Arrears of Interest and Additional Amounts in respect of the Notes by or on behalf of the Issuer or 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 Jersey or Greece or any political subdivision thereof 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 of such amounts after such withholding or deduction 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: (a) held by a Holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Note 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; or (b) 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 other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (c) held by a Holder who would have been able to avoid such withholding or deduction by arranging to receive the relevant payment through another Paying Agent in a member state of the European Union; or (d) where (in the case of a payment of principal or interest on redemption) the relevant Note Certi¢cate is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Holder would have been entitled to such additional amounts if it had surrendered the relevant Note Certi¢cate on the last day of such period of 30 days; or (e) presented for payment 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 and fails to do so. In these Conditions, ‘‘Relevant Date’’ means whichever is the later of (1) the date on which the payment in question ¢rst becomes due and (2) if the full amount payable has not been received in a city in which banks have access to the TARGET System 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.

22 Any reference in these Conditions to principal or interest shall be deemed to include (i) any Arrears of Interest and (ii) any Additional Amounts in respect of principal, interest or Arrears of Interest (as the case may be) which may be payable under this Condition 6 (Taxation). If the Issuer or the Guarantor becomes subject at any time to any taxing jurisdiction other than Jersey or Greece, respectively, references in these Conditions to Jersey or Greece shall be construed as references to Jersey or (as the case may be) Greece and/or such other jurisdiction.

7. Enforcement Events If any of the following events (each an ‘‘Enforcement Event’’) occurs: (a) Non-payment: default is made in the payment of any amount of principal in respect of the Notes on the due date for payment thereof or of any amount of interest in respect of the Notes or Arrears of Interest within seven days after the date upon which such amount became due; or (b) Winding Up: an order is made or an e¡ective resolution is passed for the Winding Up of the Issuer or the Guarantor (except in the case of a winding-up for the purpose of a merger, reconstruction or amalgamation the terms of which have previously been approved by an Extraordinary Resolution (as de¢ned in the Agency Agreement) of the Noteholders), then, in the case of Condition 7(a) (Non-payment), the holder of such Note may, at its discretion and, subject to any applicable laws, without further notice, institute proceedings for the Winding Up of the Issuer in Jersey or the Guarantor in Greece, as the case may be, and/or prove in any Winding Up of the Issuer or of the Guarantor (whether in Jersey or Greece, as the case may be, or elsewhere), but may take no other action in respect of such default and, in the case of Condition 7(b) (Winding Up), any Noteholder, in its discretion, may give notice to the Issuer and the Fiscal Agent that the Notes are immediately due and repayable (and the Notes shall thereby become so due and repayable) at their principal amount together with accrued interest and any Arrears of Interest and/or prove in the Winding Up of the Issuer or of the Guarantor, as the case may be, subject always to the ranking provided in Condition 1 (Form, Denomination, Status and Guarantee). Except as provided in this Condition 7 (Enforcement Events), a Noteholder shall otherwise have no right to accelerate payment of any Note in the case of an Enforcement Event. In the event of the Winding Up of the Guarantor, the Directors of the Issuer shall convene an extraordinary general meeting of the Issuer for the purpose of proposing a special resolution to put the Issuer into summary winding up.

8. Prescription Claims for principal, interest, Arrears of Interest and Additional Amounts on redemption shall become void unless the relevant Note Certi¢cates are surrendered for payment within ten years of the appropriate Relevant Date.

9. Replacement of Note Certi¢cates If any Note Certi¢cate is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Speci¢ed O⁄ce of the Registrar and the Transfer Agent having its Speci¢ed O⁄ce in Luxembourg, subject to all applicable laws and stock exchange 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 Note Certi¢cates must be surrendered before replacements will be issued.

10. Agents In acting under the Agency Agreement and in connection with the Notes, 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. The initial Agents and their initial Speci¢ed O⁄ces are listed below. The Issuer and the Guarantor reserve the right at any time to vary or terminate the appointment of any Agent and to appoint a successor registrar, ¢scal agent or agent bank and additional or successor paying agents and transfer agents; provided, however, that the Issuer and the Guarantor shall at all times maintain (a) a ¢scal agent, a registrar and an agent bank, (b) a paying agent and a transfer agent in Luxembourg and (c) a paying agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive

23 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced to conform to, such Directive. Notice of any change in any of the Agents or in their Speci¢ed O⁄ces shall promptly be given to the Noteholders.

11. Meetings of Noteholders; Modi¢cation (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 and the Guarantor (acting together) and shall be convened by 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 two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date ¢xed for payment of 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 payments under the Notes, to amend the terms of the Guarantee of the Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a ‘‘Reserved Matter’’)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than two-thirds 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, 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, the Deed of Covenant and the Deed of Guarantee may be amended without the consent of the Noteholders to correct a manifest or proven error. In addition, the parties to the Agency Agreement may agree to modify any provision thereof, but the Issuer shall not agree, without the consent of the Noteholders, to any such modi¢cation unless it is of a formal, minor or technical nature, it 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.

12. Further Issues The Issuer may from time to time, without the consent of the Noteholders, 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.

13. Notices Notices to the Noteholders will be sent to them by ¢rst class 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. In addition, so long as Notes are listed on the Luxembourg Stock Exchange and the rules of that Exchange so require, notices to Noteholders will be published on the date of such mailing in a daily newspaper of general circulation in Luxembourg (which is expected to be the d’Wort) or, if such publication is not practicable, in a leading English language daily newspaper having general circulation in Europe.

14. 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, 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 13 (Notices), provided that:

24 (i) the Issuer is not in default in respect of any amount payable under the Notes; (ii) the Issuer and the Substituted Debtor, and (if applicable) the Guarantor, 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 14 (Substitution of the Issuer)); (iii) the Substituted Debtor shall enter into a deed of covenant in favour of the holders of the Notes then represented by a global registered note certi¢cate on terms no less favourable than the Deed of Covenant then in force in respect of the Notes; (iv) the Guarantee of the Notes extends to the obligations of the Substituted Debtor under or in respect of the Notes, the Deed of Covenant and the Agency Agreement and continues to be in full force and e¡ect; (v) 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, following substitution, each Noteholder would have the bene¢t of an undertaking in terms corresponding to the provisions of Condition 6 (Taxation), with (a) the substitution of references to the Issuer with references to the Substituted Debtor (to the extent that this is not achieved by Condition 14(a)(ii)) and (b) the substitution of references to the Former Residence with references to both the New Residence and the Former Residence; (vi) the Substituted Debtor, the Issuer and the Guarantor have obtained all necessary governmental approvals and consents for such substitution and for the performance by the Substituted Debtor, and (if applicable) the Guarantor, of its obligations under the Documents; (vii) legal opinions shall have been delivered to the Fiscal Agent from lawyers of recognised standing in the jurisdiction of incorporation of the Substituted Debtor, in England and in Greece as to the ful¢lment of the requirements of this Condition 14 (Substitution of the Issuer) and that the Notes are legal, valid and binding obligations of the Substituted Debtor; (viii) if Notes have been assigned a credit rating by Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc, Moody’s Investors Service Inc. or by Fitch Ratings Ltd, as the case may be, such rating agency having been noti¢ed of the proposed substitution, shall not have stated within 30 days thereafter that, as a result of such substitution, the credit rating of the Notes would be downgraded; (ix) each stock exchange 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; and (x) 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. (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 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, the Deed of Covenant and under the Agency Agreement. (c) After a substitution pursuant to Condition 14(a) the Substituted Debtor may, without the consent of any Noteholder, e¡ect a further substitution. All the provisions speci¢ed in Conditions 14(a) and 14(b) shall apply mutatis mutandis, and references in these 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 Condition 14(a) or 14(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.

25 15. Governing Law and Jurisdiction (a) Governing law: The Notes and the Guarantee of the Notes are governed by, and shall be construed in accordance with, English law except that Condition 1(b) (Status of the Notes) is governed by, and shall be construed in accordance with, Jersey law and Condition 1(c) (Guarantee of the Notes) and clause 4.7 of the Guarantee of the Notes are governed by, and shall be construed in accordance with, Greek law. (b) English courts: The courts of England have exclusive jurisdiction to settle any dispute (a ‘‘Dispute’’) arising from or connected with the Notes. (c) Appropriate forum: The Issuer 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 15(b) (English courts) is for the bene¢t of the Noteholders only. As a result, nothing in this Condition 15 (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 Alpha Bank A.E., London Branch at 66 Cannon Street, London EC4N 6EP or at any address of Alpha Bank A.E. 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. There will appear at the foot of the Conditions endorsed on each Note in de¢nitive form the names and Speci¢ed O⁄ces of the Registrar, Transfer Agents and the Paying Agents as set out at the end of this Prospectus.

26 SUBORDINATED GUARANTEE

THIS DEED OF SUBORDINATED GUARANTEE is made on 27 July 2007, in London, England BY (1) ALPHABANKA.E., a company incorporated in the Hellenic Republic (the ‘‘Guarantor’’ or the ‘‘Bank’’). IN FAVOUR OF (2) THE ACCOUNTHOLDERS (as de¢ned below); and (3) THE PERSONS for the time being and from time to time registered as holders of the Notes referred to below (the ‘‘Noteholders’’ and, together with the Accountholders, the ‘‘Bene¢ciaries’’). WHEREAS (A) Alpha Group Jersey Limited (the ‘‘Issuer’’) has authorised the creation and issue of EUR130,000,000 in aggregate principal amount of Floating Rate Guaranteed Perpetual Subordinated Notes Callable with Step-Up 2012 (the ‘‘Notes’’). The Guarantor has authorised the giving of its irrevocable subordinated guarantee in relation to the Notes. (B) The Notes will be in registered form and in the denominations of EUR50,000 and integral multiples of EUR1,000 in excess thereof. The Notes will be represented by a global note certi¢cate (the ‘‘Global Note Certi¢cate’’), which will be exchangeable for individual note certi¢cates (‘‘Individual Note Certi¢cates’’ and, together with the Global Note Certi¢cate, ‘‘Note Certi¢cates’’) in the circumstances speci¢ed therein. (C) The Issuer and the Guarantor will, in relation to the Notes, enter into a ¢scal agency agreement (as amended or supplemented from time to time, the ‘‘Agency Agreement’’) with Citibank, N.A. as registrar (the ‘‘Registrar’’, which expression includes any successor registrar appointed from time to time in connection with the Notes), Citibank, N.A. as ¢scal agent and the other paying agents and the transfer agents and agent bank named therein. (D) The Issuer has, in relation to the Notes, executed in London, England a deed of covenant (as amended, supplemented and/or restated from time to time, the ‘‘Deed of Covenant’’) dated 27 July 2007. (E) The Guarantor has irrevocably agreed to guarantee, on a subordinated basis, the payment of all sums expressed to be payable from time to time by the Issuer to Noteholders in respect of the Notes and to Accountholders in respect of the Deed of Covenant. THIS DEED OF GUARANTEE WITNESSES as follows:

1. INTERPRETATION 1.1 De¢nitions, Interpretation and Application ‘‘Accountholder’’ means any accountholder or participant with a Clearing System which at the Determination Date has credited to its securities account with such Clearing System one or more Entries in respect of the Global Note Certi¢cate, except for either Clearing System in its capacity as an accountholder of the other Clearing System; ‘‘Clearing System’’ means each of Euroclear Bank S.A./N.V. and Clearstream Banking, socie¤ te¤ anonyme, Luxembourg; ‘‘Conditions’’ means the terms and conditions of the Notes (as scheduled to the Agency Agreement and as modi¢ed from time to time in accordance with their terms), and any reference to a numbered ‘‘Condition’’ is to the correspondingly numbered provision thereof; ‘‘Determination Date’’ means the date on which the Global Note Certi¢cate becomes void in accordance with its terms; ‘‘Direct Rights’’ means the rights referred to in Clause 3.1 of the Deed of Covenant; ‘‘Entry’’ means any entry which is made in the securities account of any Accountholder with a Clearing System in respect of Notes represented by the Global Note Certi¢cate; ‘‘Guarantor Prior Creditors’’ means all creditors of the Guarantor other than those whose claims rank or are expressed to rank pari passu with or junior to the claims of the Noteholders in respect of the

27 Guarantee of the Notes (whether only in the event of a Winding Up of the Guarantor or otherwise); and ‘‘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. 1.2 Terms and expressions de¢ned in the Conditions have the same meanings in this Deed of Guarantee. 1.3 Any reference in this Deed of Guarantee to any obligation or payment under or in respect of the Notes shall be construed to include a reference to any obligation or payment under or pursuant to Clause 3 of the Deed of Covenant. 1.4 Any reference in this Deed of Guarantee to a Clause is, unless otherwise stated, to a clause hereof. 1.5 Headings are inserted for convenience and ease of reference only and shall not a¡ect the interpretation of this Deed of Guarantee.

2. GUARANTEE AND INDEMNITY 2.1 The Guarantor hereby irrevocably guarantees: (a) to each Noteholder the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Notes, including, but not limited to, payments of principal, interest, Additional Amounts and Arrears of Interest, if any, as and when the same become due and payable and accordingly undertakes to pay to such Noteholder, forthwith upon the demand of such Noteholder and in the manner and currency prescribed by the Conditions for payments by the Issuer in respect of the Notes, any and every sum or sums which the Issuer is at any time liable to pay in respect of the Notes and which the Issuer has failed to pay; and (b) to each Accountholder the due and punctual payment of all sums from time to time payable by the Issuer to such Accountholder in respect of the Direct Rights as and when the same become due and payable and accordingly undertakes to pay to such Accountholder, forthwith upon the demand of such Accountholder and in the manner and currency prescribed by the Conditions for payments by the Issuer in respect of the Notes, any and every sum or sums which the Issuer is at any time liable to pay to such Accountholder in respect of the Notes and which the Issuer has failed to pay. 2.2 The Guarantor irrevocably undertakes to each Bene¢ciary that, if any sum referred to in Clause 2.1 is not recoverable from the Guarantor thereunder for any reason whatsoever (including, without limitation, by reason of any Note, the Deed of Covenant or any provision thereof being or becoming void, unenforceable or otherwise invalid under any applicable law), then (notwithstanding that the same may have been known to such Bene¢ciary) the Guarantor will, forthwith upon demand by such Bene¢ciary, pay such sum by way of a full indemnity in the manner and currency prescribed by the Conditions. This indemnity constitutes a separate and independent obligation from the other obligations under this Deed of Guarantee and shall give rise to a separate and independent cause of action if any sum is not recoverable under Clause 2.1. 2.3 Notwithstanding the foregoing provisions of Clauses 2.1 and 2.2 hereof, it is speci¢cally agreed that the place of performance of any and all obligations of the Guarantor under the Deed of Guarantee shall be London, England and consequently any and all payments of the Guarantor under this Deed of Guarantee shall be made out of or to the credit of bank accounts maintained with banks legally operating and situated in London, England.

3. TAXATION The Guarantor covenants in favour of each Noteholder that it will duly perform and comply with the obligations expressed to be undertaken by it in Condition 6 (Taxation). In particular, if in respect of any payment to be made under this Deed of Guarantee, any withholding tax is payable, the Guarantor shall pay the additional amounts referred to in Condition 6 (Taxation), all subject to and in accordance with the provisions of Condition 6 (Taxation).

4. PRESERVATION OF RIGHTS 4.1 The obligations of the Guarantor hereunder shall be deemed to be undertaken as principal obligor and not merely as surety.

28 4.2 The obligations of the Guarantor hereunder shall be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever and, in particular but without limitation, shall not be considered satis¢ed by any intermediate payment or satisfaction of all or any of the Issuer’s obligations under any Note or the Deed of Covenant and shall continue in full force and e¡ect until all sums due from the Issuer in respect of the Notes and under the Deed of Covenant have been paid, and all other obligations of the Issuer thereunder have been satis¢ed, in full. 4.3 Neither the obligations expressed to be assumed by the Guarantor herein nor the rights, powers and remedies conferred upon the Bene¢ciaries by this Deed of Guarantee or by law shall be discharged, impaired or otherwise a¡ected by: (a) the winding up, liquidation or dissolution of the Issuer or analogous proceeding in any jurisdiction or any change in its status, function, control or ownership; (b) any of the obligations of the Issuer under or in respect of the Notes or the Deed of Covenant being or becoming illegal, invalid or unenforceable; (c) time or other indulgence being granted or agreed to be granted to the Issuer in respect of any of its obligations under or in respect of the Notes or the Deed of Covenant; (d) any amendment to, or any variation, waiver or release of, any obligation of the Issuer under or in respect of the Notes or the Deed of Covenant or any security or other guarantee or indemnity in respect thereof; or (e) any other act, event or omission which, but for this sub-clause, might operate to discharge, impair or otherwise a¡ect the obligations expressed to be assumed by the Guarantor herein or any of the rights, powers or remedies conferred upon the Bene¢ciaries or any of them by this Deed of Guarantee or by law. 4.4 Any settlement or discharge between the Guarantor and the Bene¢ciaries or any of them shall be conditional upon no payment to the Bene¢ciaries or any of them by the Issuer or any other person on the Issuer’s behalf being avoided or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force and, in the event of any such payment being so avoided or reduced, the Bene¢ciaries shall be entitled to recover the amount by which such payment is so avoided or reduced from the Guarantor subsequently as if such settlement or discharge had not occurred. 4.5 No Bene¢ciary shall be obliged before exercising any of the rights, powers or remedies conferred upon it by this Deed of Guarantee or by law: (a) to make any demand of the Issuer, save for the presentation of the relevant Note; (b) to take any action or obtain judgment in any court against the Issuer; or (c) to make or ¢le any claim or proof in a winding up or dissolution of the Issuer, and (save as aforesaid) the Guarantor hereby expressly waives presentment, demand, protest and notice of dishonour in respect of each Note. 4.6 The Guarantor agrees that, so long as any sums are or may be owed by the Issuer in respect of the Notes or under the Deed of Covenant or the Issuer is under any other actual or contingent obligation thereunder or in respect thereof, the Guarantor will not exercise any right which the Guarantor may at any time have by reason of the performance by the Guarantor of its obligations hereunder: (a) to be indemni¢ed by the Issuer; (b) to claim any contribution from any other guarantor of the Issuer’s obligations under or in respect of the Notes or the Deed of Covenant; (c) to take the bene¢t (in whole or in part) of any security enjoyed in connection with the Notes or the Deed of Covenant by any Bene¢ciary; or (d) to be subrogated to the rights of any Bene¢ciary against the Issuer in respect of amounts paid by the Guarantor under this Deed of Guarantee. 4.7 The Guarantor irrevocably undertakes that its obligations hereunder in respect of the Notes will constitute direct, unsecured and subordinated obligations of the Guarantor which will at all times be subordinated in right of payment, in the event of the Winding Up of the Guarantor, to the claims of

29 Guarantor Prior Creditors so that amounts due and payable in respect of the Notes under the Guarantee of the Notes shall be paid by the Guarantor only after all of the Guarantor Prior Creditors have been reimbursed or paid in full and the Noteholders irrevocably waive their right to be treated equally with all Guarantor Prior Creditors in such circumstances.

5. DEPOSIT OF DEED OF GUARANTEE An original of this Deed of Guarantee shall be deposited with and held by the Fiscal Agent until the date which is two years after all the obligations of the Issuer under or in respect of the Notes and the Deed of Covenant have been discharged in full. The Guarantor hereby acknowledges the right of every Bene¢ciary to the production of this Deed of Guarantee.

6. STAMP DUTIES AND OTHER EXPENSES The Guarantor shall pay all stamp, registration and other similar taxes and duties (including any interest and penalties thereon or in connection therewith) which are payable upon or in connection with the execution and delivery of this Deed of Guarantee, and shall, to the extent permitted by law, indemnify each Bene¢ciary against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, reasonable legal fees and any applicable value added tax) which it incurs as a result or arising out of or in relation to any failure to pay or delay in paying any of the same.

7. BENEFIT OF DEED OF GUARANTEE 7.1 This Deed of Guarantee shall take e¡ect as a deed poll for the bene¢t of the Bene¢ciaries from time to time. 7.2 This Deed of Guarantee shall enure to the bene¢t of each Bene¢ciary and its (and any subsequent) successors and assigns, each of which shall be entitled severally to enforce this Deed of Guarantee against the Guarantor. 7.3 The Guarantor shall not be entitled to assign or transfer all or any of its rights, bene¢ts and obligations hereunder. Each Bene¢ciary shall be entitled to assign all or any of its rights and bene¢ts hereunder.

8. PARTIAL INVALIDITY If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the laws of any applicable jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the laws of any other applicable jurisdiction shall in any way be a¡ected or impaired thereby.

9. NOTICES 9.1 All notices and other communications to the Guarantor hereunder shall be made in writing (by letter, telex or fax) and shall be sent to the Guarantor at: Alpha Bank A.E. Address: 40 Stadiou Street GR-102 52 Athens Greece Fax: +30 2 10 326 4004 Attention: Head of Treasury Department or to such other address, telex number or fax number or for the attention of such other person or department as the Guarantor has noti¢ed to the Bene¢ciaries in the manner prescribed for the giving of notices in connection with the Notes. 9.2 Every notice, demand or other communication sent in accordance with Clause 9.1 shall be e¡ective as follows: (a) if sent by letter or fax, upon receipt by the Guarantor; and (b) if sent by telex, upon receipt by the sender of the Guarantor’s answerback at the end of transmission;

30 provided that any such notice or other communication which would otherwise take e¡ect after 4.00 p.m. on any particular day shall not take e¡ect until 10.00 a.m. on the immediately succeeding business day in the place of the Guarantor.

10. GOVERNING LAW AND JURISDICTION 10.1 This Deed of Guarantee (other than clause 4.7) is governed by, and shall be construed in accordance with, English law. Clause 4.7 is governed by, and shall be construed in accordance with, Greek law. 10.2 The Guarantor agrees, for the exclusive bene¢t of the Bene¢ciaries, that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Deed of Guarantee (respectively, ‘‘Proceedings’’ and ‘‘Disputes’’) and, for such purposes, irrevocably submits to the jurisdiction of such courts. 10.3 The Guarantor irrevocably waives any objection which it might now or hereafter have to the courts referred to in Clause 10.2 being nominated as the forum to hear and determine any Proceedings and to settle any Disputes, and agrees not to claim that any such court is not a convenient or appropriate forum. 10.4 The Guarantor agrees that the process by which any Proceedings are begun may be served on it by being delivered to Alpha Bank A.E., London Branch at its principal place of business for the time being in England (currently 66 Cannon Street, London EC4N 6EP). If the Guarantor ceases to maintain a branch in England, the Guarantor shall appoint a further person in England to accept service of process on its behalf. Nothing in this sub-clause shall a¡ect the right to serve process in any other manner permitted by law. 10.5 The submission to the jurisdiction of the courts referred to in Clause 10.2 shall not (and shall not be construed so as to) limit any right to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law.

11. MODIFICATION 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 this Deed of Guarantee. Any such modi¢cation may be made by supplemental deed poll if sanctioned by an Extraordinary Resolution and shall be binding on all Bene¢ciaries. The parties hereto may also agree, without the consent of the Noteholders, to any modi¢cation of any of the provisions of this Deed of Guarantee which is made to correct a manifest or proven error. IN WITNESS whereof this Deed of Guarantee has been executed by the Guarantor in London, England and is intended to be and is hereby delivered on the date ¢rst before written.

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

The Notes will be represented by a Global Note Certi¢cate which will be registered in the name of Citivic Nominees Ltd. as nominee for, and deposited with, a common depositary for Euroclear and Clearstream, Luxembourg. The Global Note Certi¢cate will become exchangeable in whole, but not in part, for Individual Note Certi¢cates 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 or (b) any of the circumstances described in Condition 7 (Enforcement Events) occurs. Whenever the Global Note Certi¢cate is to be exchanged for Individual Note Certi¢cates, such Individual Note Certi¢cates will be issued in an aggregate principal amount equal to the principal amount of the Global Note Certi¢cate within ¢ve business days of the delivery, by or on behalf of the registered Holder of the Global Note Certi¢cate, Euroclear and/or Clearstream, Luxembourg, to the Registrar of such information as is required to complete and deliver such Individual Note Certi¢cates (including, without limitation, the names and addresses of the persons in whose names the Individual Note Certi¢cates are to be registered and the principal amount of each such person’s holding) against the surrender of the Global Note Certi¢cate 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 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) Individual Note Certi¢cates 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 Note Certi¢cate; or (b) any of the Notes evidenced by the Global Note Certi¢cate has become due and payable in accordance with the Conditions or the date for 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 and Arrears of Interest and Additional Amounts, if any, has not been made to the Holder of the Global Note Certi¢cate on the due date for payment in accordance with the terms of the Global Note Certi¢cate, then the Global Note Certi¢cate (including the obligation to deliver Individual Note Certi¢cates) 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 Holder will have no further rights thereunder (but without prejudice to the rights which the 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 as being entitled to interests in the Notes will acquire directly against the Issuer all those rights to which they would have been entitled if, immediately before the Global Note Certi¢cate 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 and/or (as the case may be) Clearstream, Luxembourg. In addition, the Global Note Certi¢cate will contain provisions that modify the Terms and Conditions of the Notes as they apply to the Notes evidenced by the Global Note Certi¢cate. The following is a summary of certain of those provisions: Notices: Notwithstanding Condition 13 (Notices), so long as the Global Note Certi¢cate is held on behalf of for Euroclear, Clearstream, Luxembourg or any other clearing system (an ‘‘Alternative Clearing System’’), notices to Holders of Notes represented by the Global Note Certi¢cate may be given by delivery of the relevant notice to Euroclear, Clearstream, Luxembourg or (as the case may be) such Alternative Clearing System and shall be deemed to have been given on the second day after the date of such delivery.

32 USE OF PROCEEDS

The net proceeds of the issue of the Notes will be used by the Bank and/or its consolidated subsidiaries for general banking purposes.

33 ALPHA GROUP JERSEY LIMITED

History Alpha Group Jersey Limited (the ‘‘Issuer’’) was incorporated in Jersey on 21 November 2002 for an unlimited duration and with limited liability under the laws of Jersey with registered number 84392. The registered o⁄ce of the Issuer is Whiteley Chambers, Don Street, St. Helier, Jersey JE4 9WG and its telephone number is +44 1534 504000. The Issuer has no place of business in Greece.

Business The Issuer is a wholly-owned subsidiary of the Bank. The Issuer has no subsidiaries. It was formed to act as a general ¢nance vehicle for the Group.

Capitalisation The Issuer’s authorised share capital is k901,000,000 divided into 1,000,000 Ordinary Securities of k1.00 each, 300,000 Series A £oating rate non-cumulative guaranteed non-voting preferred securities of k1,000 each and 600,000 Series B CMS-linked non-cumulative guaranteed non-voting preferred securities of k1,000 each.

Directors (a) The directors of the Issuer and their principal activities outside the Issuer are as follows: Name Function in the Issuer Principal Activity Outside the Issuer John Coxon Director Senior Manager Financial Control and Company Secretary of Alpha Bank London Limited and a Director of Alpha Credit Group PLC George Kontos Director Manager of Alpha Bank A.E. Nikolaos Zagorissios Director Employee of Alpha Bank A.E. Michael Lombardi Director Partner of Ogier, Jersey Peter Gatehouse Director Associate director of Ogier Fiduciary Services (Jersey) Limited For the purpose of this Prospectus, the business address of each of the directors is that of the Issuer’s registered o⁄ce. Mr P Gatehouse is a director of Ogier SPV Services Limited which receives fees from the Issuer for the provision of company secretarial and other administrative services. Mr M Lombardi is a partner of Ogier, which may receive fees for providing legal advice from time to time in respect of the Issuer. He is also a partner in the Ogier Group Limited Partnership which holds all of the shares in Ogier Fiduciary Services (Jersey) Limited of which Ogier SPV Services Limited is a wholly owned subsidiary. Other than described above, there are no potential con£icts of interest between the duties to the Issuer of the persons listed above and their private interests or other duties. (b) The directors do not, and it is not proposed that they will, have service contracts with the Issuer. No director has entered into any transaction on behalf of the Issuer which is or was unusual in its nature of conditions or is or was signi¢cant to the business of the Issuer since its incorporation. As at the date of this Prospectus, there were no loans granted or guarantees provided by the Issuer to any director. (c) As at the date of this Prospectus, the directors have not received, nor is it expected that they will receive, any remuneration for the provision of their services as directors of the Issuer. Michael Lombardi is a partner of Ogier, the Jersey legal adviser to the Issuer, and Peter Gatehouse is an associate director of Ogier Fiduciary Services (Jersey) Limited, both of which derive fees from the provision of legal and administrative services to the Issuer. Ogier is associated with the Ogier Group Partnership, the owner of Ogier Fiduciary Services (Jersey) Limited. Ogier SPV Services Limited is the secretary of and administrator to the Issuer. (d) The Articles of Association of the Issuer provide that:

34 ‘‘Subject to the provisions of the Law, and provided that he has disclosed to the Directors the nature and extent of any material interests of his, a Director notwithstanding his o⁄ce: may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; may be a director or other o⁄cer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; shall not, by reason of his o⁄ce, be accountable to the Company for any bene¢t which he derives from any such o⁄ce or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or bene¢t; and may act by himself or his ¢rm in a professional capacity for the Company and he or his ¢rm shall be entitled to remuneration for professional services as through he were not a Director of the Company.’’ The remuneration of the directors shall from time to time be determined by the Issuer in general meeting. Subject to the provisions of the Articles of Association, a director shall hold o⁄ce until such time as he is removed from o⁄ce by resolution of the Issuer in general meeting. For purposes of the Issuer’s Articles of Association, ‘‘Law’’ means the Companies (Jersey) Law 1991, as the same may be amended from time to time.

Secretary The Secretary of the Issuer is Ogier SPV Services Limited of Whiteley Chambers, Don Street, St. Helier, Jersey JE4 9WG.

Auditors KPMG Channel Islands Limited of 5 St Andrew’s Place, Charing Cross, St Helier, Jersey JE4 8WQ, Channel Islands have been appointed as auditors to the Issuer. The current ¢nancial period of the Issuer will end on 31 December 2007.

35 ALPHA BANK A.E. AND THE ALPHA BANK GROUP

De¢nitions In this Prospectus the following expressions have the following meanings, unless the context otherwise requires or unless it is otherwise speci¢cally provided. ‘‘Athex’’ means the A.E.; ‘‘ATM’’ means automatic teller machine; ‘‘CAGR’’ means compound annual growth rate; ‘‘CSD’’ means the Central Securities Depository A.E.; ‘‘EBRD’’ means the European Bank for Reconstruction and Development; ‘‘EMU’’ means the European Economic Monetary Union implemented by certain member states of the European Union on 1 January 1999; ‘‘ERM’’ means the Exchange Rate Mechanism of the European Monetary System; and ‘‘EU’’ means the European Union. All references herein to ‘‘Greece’’, the ‘‘Republic’’, the ‘‘Republic of Greece’’ or the ‘‘Greek State’’ are to the Hellenic Republic. All references herein to ‘‘Central Bank’’ or ‘‘Bank of Greece’’ are to the Bank of Greece. Unless the context otherwise requires, references to ‘‘ACB’’ and the ‘‘Bank’’ are to Alpha Bank and references to the ‘‘ACB Group’’ or the ‘‘Group’’ are to ACB and its subsidiaries that are included in the consolidated ¢nancial statements of the Bank included elsewhere in this Prospectus. References to ‘‘Ionian’’ are to Ionian and Popular Bank of Greece S.A. and references to the ‘‘Ionian Group’’ are to Ionian and its subsidiaries that are included in the consolidated ¢nancial statements of Ionian included elsewhere in this Prospectus.

36 THE GROUP

The Bank and its subsidiaries (together, the ‘‘Alpha Bank Group’’ or the ‘‘Group’’) is one of the leading banking and ¢nancial services groups in Greece, o¡ering a wide range of services including retail banking (deposits, consumer lending, credit cards, mortgage lending, leasing, factoring and lending to small and medium-sized enterprises), corporate banking, treasury operations, and brokerage services, asset management and private banking, insurance services and real estate management and brokerage. The Bank is the parent company of the Group and is the principal bank within the Group. The Group’s extensive national and international branch and ATM network, in combination with the advanced new on-line and telephone channels o¡ering banking and brokerage services, are used to service approximately 3.5 million customers, particularly in retail and corporate deposit, loans and fund management accounts, which gives the Group a strong presence in the domestic Greek market as well as in the markets of South Eastern Europe. The Group also has an international presence with branches in London and New York. The Bank’s management considers other competitive strengths of the Group as being its large customer base, its highly motivated and trained personnel, its advanced IT systems and its recently reorganised and modernised branch network, which has extended its ability in product innovation and for o¡ering a wide range of services and opportunities for cross-selling products of the Group through its traditional and alternative distribution channels. As of 31 December 2006, consolidated total assets of the Bank were approximately k49.8 billion, loans and advances to customers were k33.2 billion and customer assets were k41.2 billion of which deposits were approximately k23.6 billion. Total equity (including hybrid securities) on a consolidated basis was k3.6 billion as of 31 December 2006, with a total BIS ratio of 12.9 per cent. and Tier 1 capital ratio of 10.2 per cent. Approximately 72 per cent. of the Bank’s funding is obtained through deposits and bonds issued retail. The Bank’s equity is widely held, with approximately 127,000 shareholders. As at 31 March 2007, institutional shareholders held approximately 50.0 per cent. of the Bank’s issued capital (of which 41.0 per cent. is held by foreign institutional investors and 9.0 per cent. by Greek institutional investors). No single shareholder owns an interest in excess of 3 per cent. of the issued share capital. Mr Y.S. Costopoulos, Chairman and Managing Director of the Bank, together with other members of the founding family hold an aggregate of 9.0 per cent. of total shares outstanding. Finally, private shareholders own the 41.0 per cent. of the Bank’s share capital. Since 16 April 2007, the Bank has had in place a share buy back programme for up to 3 per cent. of the outstanding share capital, which was approved by the Annual General Meeting of shareholders on 2 April 2007, according to the provisions of Greek law. Alpha Bank stocks are traded on the Athex, on the London Stock Exchange in the form of global depository receipts (‘‘GDRs’’) and over-the- counter in the U.S. in the form of American depository receipts (‘‘ADRs’’). The management of the Bank plans to enhance and maintain the Group’s position as one of the leading banking and ¢nancial services groups in Greece. Following Greece’s accession into the Eurozone, the Group has been continuously exploiting opportunities for expansion, provided by the dynamic growth of the Greek economy and the convergence process of the Greek ¢nancial sector to EU levels. The Bank is expanding rapidly in the retail and the corporate sectors, as well as in the fund management and the investment banking sectors, all of which are characterised by growing demand. The Bank has increased its share of the domestic retail sector and in particular in mortgage loans and consumer credit and it has also succeeded in expanding its businesses with the corporate sector (where it had traditionally a commanding share) at a healthy rate. Moreover, net interest income continued to expand steadily leading to a substantial boost of pro¢tability in 2005-2006. The management of the Bank (the ‘‘Management’’) believes that the Group, following its reorganisation and its continuous technological advancement is well placed to continue expanding in the Greek retail business and the markets of South Eastern Europe. In the course of this e¡ort, the Management will continue to invest in human capital and infrastructure with a view to supporting income-generating activities while minimising in cost growth through process reengineering. The Management will continue to seek growth in the Bank’s businesses, while maintaining a relatively high capital adequacy ratio, asset quality as well as pro¢tability. The Bank will continue to place emphasis on advanced technological systems both for the branch network and for the central applications to increase e⁄ciency. The Group aims to further expand its cross-selling activities in the future. In addition, the Bank’s MIS has enhanced its ability to identify new clients, as well as to monitor the existing client base and cross- sell fund management services, insurance and other products and improve the quality of the loan book.

37 The Bank intends to maintain and reinforce its policies of continuous product innovation and of technologically advanced ways of o¡ering ¢nancial services, recognising the new competitive conditions applicable to the ¢nancial sector in Greece and the Eurozone. The Greek market and customers have become gradually accustomed to modern techniques and products in the ¢nancial sector and the Bank follows these developments closely and o¡ers new products and processes, recognising the changing needs of its clientele. In particular, the Bank has been successfully o¡ering a whole range of competitive ¢xed and £oating rate residential mortgage and consumer loans and has succeeded in attracting the biggest share of new clients in these markets. The Bank also o¡ers Alphaline, Alphaphone, Alpha web-banking and Alphatrade, which allow retail and corporate customers to access banking, ¢nancial and brokerage services via the telephone, the personal computer, the internet and the mobile phone. The Management believes that signi¢cant opportunities exist to cross-sell Group products across the client base of the Group, notably brokerage services, leasing, factoring and, most importantly, fund management services including mutual funds, private banking and social security funds management, as the environment of high economic growth and liquidity, will most certainly continue to imply a high demand for these services in the future. In particular, the Management expects a steady increase in the demand for investment products and services, as the Bank believes customers will continue to seek higher-yielding investment opportunities. This will help the growth of fee and commission income of the Group, which, the Management believes, that in combination with the maintenance of the net interest margin of the Bank at relatively high levels, will contribute to rising pro¢tability. The Bank regards mortgage and consumer lending as the most promising areas for further future expansion due to their current low level of development in Greece (outstanding balances at the end of June 2006 were approximately 33 per cent. of GDP) compared with the level of development of other markets in Europe and in particular in the Eurozone (where outstanding balances are approximately 60 per cent. of GDP). In particular, the Management expects a continuation in the strong growth in the utilisation of credit and debit cards in Greece. The Bank intends to consolidate its position as a major card acquirer (25 per cent. market share) and issuer (20 per cent. market share) of Visa, American Express (‘‘AMEX’’) and MasterCard. The Management considers that the Group’s further expansion in , , Serbia, , Former Yugoslav Republic of Macedonia (‘‘FYROM’’), and will enable it to bene¢t from the increased political stability as well as the rationalisation and growth of the economies in South Eastern Europe, especially in the medium and long term. The Management sees expansion in South Eastern Europe as an important part of the Group’s growth strategy, which is based on organic growth. The operations in all areas focus on servicing domestic and foreign companies, including the Group’s Greek clients active in the region, but in the last few years emphasis has been put into growing in the retail banking business as well. Additionally, as part of its strategy of expanding its franchise in the most promising markets of South Eastern Europe, at end November 2006, Alpha Bank reached an agreement with Anadolu Group, a pre- eminent Turkish industrial concern, to expand in the Turkish ¢nancial sector, through the establishment of a joint venture company, whose assets will consist of the shares currently owned by the Anadolu Group in both Abank (Alternatifbank) and Alease (Alternati£ease), representing a 94 per cent. and 95 per cent. stake in the respective companies. The agreement provides also for equal representation in the Board of Directors, joint decision making in all matters of strategic importance and joint undertaking of a voluntary public o¡er for the acquisition of the minority interests of Abank and Alease with the same terms accrued to the majority shareholders.

38 BUSINESS OF THE ALPHA BANK GROUP

Introduction The Bank was established in 1879 as the banking branch of J.E. Costopoulos Company, a trading ¢rm operating in the southern Peloponnesian town of Kalamata. As of 10 March 1918, the Bank was incorporated as the Bank of Kalamata A.E. and, in 1924, having moved its headquarters to Athens during the same year, changed its name to Banque de Credit Commercial Hellenique A.E. The shares of the Bank were listed on the Athex in 1925. In 1947, its name was changed to Commercial Credit Bank, in 1972 to Credit Bank A.E. and in 1994 to Alpha Credit Bank A.E. On 19 April 1999, the Group acquired 51 per cent. of the issued share capital of for GRD 272 billion following a competitive bid process. On 11 April 2000, the merger with Ionian Bank was approved through absorption by Alpha Credit Bank. The name of the enlarged, new bank, resulting from this merger was Alpha Bank A.E. Alpha Group is also active in the international banking market, with a presence in Romania, Bulgaria, Serbia, Albania, FYROM, Cyprus, London, Jersey and Guernsey in the Channel Islands and New York. The Bank is incorporated and registered in the Hellenic Republic as a public company under Codi¢ed Law 2190/20, incorporated with limited liability (registered number 6066106/B/86105) for the period ending 2100. The life of the Bank may be extended by a resolution of the shareholders. The Bank is subject to regulation and supervision by the Bank of Greece and to Greek banking and accounting law. The Bank’s telephone number is +30 210 326 0000. The objects of the Bank as set out in Article 4 of the Bank’s Articles of Association are ‘‘to engage in, and to transact, in Greece and abroad, any and all banking operations, in conformity with whatever rules and regulations may be in force from time to time’’.

The Structure and Principal Activities of the Group The Bank is the parent company of the Group and is the principal bank within the Group. The organisational structure of the Alpha Group has been one of the main contributors for its successful development in the past decade. However, the increase in its size, the acquisition of the Ionian Bank and the rapid developments in the market have rendered necessary a restructuring of the Group’s organisation and operations. The administrative plan that has been adopted re£ects current-day trends in the market and the size and sectors of the Group’s activities, and is designed to serve adequately in the future. All the activities of the companies of the Group are divided into six large Business Units, with enhanced management and administrative responsibilities. These Business Units are the following: . Retail and Small Business Banking . Commercial and Corporate Banking . Asset Management and Insurance . Investment Banking and Treasury . South Eastern Europe . Other

(i) Retail and Small Business Banking This Business Unit includes all individual banking customers of the Bank, professionals and small and very small businesses. The Bank o¡ers through its extensive branch network, all types of deposit products (deposits/savings accounts, current accounts, investment facilities/term deposits, Swaps), loan facilities (mortgages, consumer loans, corporate loans, letters of guarantee), debit and credit cards to the above customers.

(ii) Commercial and Corporate Banking This Business Unit services all medium-sized and large companies, corporations with international activities, corporations managed by the Corporate Banking Division and shipping corporations. The Bank o¡ers working capital facilities, corporate loans, letters of guarantee, leasing products and factoring services. The latter are carried out through the subsidiary companies Alpha Leasing and ABC Factors.

39 (iii) Asset management This business unit includes the o¡ering of a wide range of asset management services through the Bank’s private banking units.

(iv) Investment Banking and Treasury This Business Unit o¡ers stock exchange, advisory and brokerage services relating to capital markets, investment banking facilities and interbank Dealing Room services (FX Swaps, Bonds, Futures, IRS, Interbank placements, borrowings etc.).

(v) South Eastern Europe This consists of the Bank’s branches and subsidiaries which operate in South Eastern Europe. As at 31 December 2006 the Bank operated 70 branches in Romania, 45 in Bulgaria, 103 in Serbia, 14 in Albania, 10 in FYROM and 28 in Cyprus.

(vi) Other This segment consists of the administration of the Bank and the non-¢nancial subsidiaries. Each Business Unit has its own management committee which is responsible for its operation. The management of the Group’s strategy and the co-ordination between Business Unit activities is undertaken by the Executive Committee.

Retail Banking The Bank is a major participant in the retail banking sector in Greece and has a domestic branch network of 375 bank branches and 16 private banking branches, supported by an ATM network of some 761 machines, of which 300 machines are o¡-site. Retail banking activities include deposits, investment products, bank assurance, banking activities on commission (mutual funds, credit cards, capital transfers, brokerage activities, payroll services), loans to individuals (consumer and housing loans), loans to small and medium- sized ¢rms, letters of guarantee, leasing and factoring. All these conventional activities, and also many new banking services, and other services and products marketed by the Group companies, are being o¡ered as self-contained, and in many cases as standardised products, at competitive prices, the main objective being to serve the requirements of the Bank’s clients in the best possible way, be they individuals, institutional investors or small and medium-sized ¢rms. Customer savings: The Bank’s principal deposits account is the Alpha 100 account, which o¡ers competitive rates, overdraft facilities, combined credit card and cash card, debit card, chequebook and standing order facilities. Cards issued on the account can be used to make deposits and withdrawals throughout the Bank’s ATM network. Further services include the Alpha 400/401 savings accounts (savings accounts with or without a saving book, and with life insurance and automatic monthly statements), as well as various categories of term deposit accounts, customer repos, sales of both government and Alpha Bank bonds and sales of mutual funds, capital guarantee products and other portfolio investment and bank-assurance products. Financial planners provide a full array of banking and investment services, as well as investment advice on the basis of a risk return pro¢le of the customer, ascertained in an interview with each client. Deposits, customer repos and Alpha Bank bonds sold to retail customers, e¡ectively serving as time deposits, amounted to k31.0 billion in December 2006, compared with k26.5 billion at the end of 2005 and k24.8 billion at the end of 2004. In addition, at the end of December 2006, mutual funds excluding money market funds rose to k4.0 billion, corresponding to a market share of 22.0 per cent., slightly higher than the 21.3 per cent. market share in 2005. Equally satisfactory was the advancement of private banking assets in the year to end of December 2006, rising to k5.4 billion, an increase of 17.3 per cent. on an annual basis. Total customer assets with the Group were estimated at k41.2 billion, including mutual funds, sales of securities and clients’ funds under management (private banking and asset management). Customer loans: Total loans on a consolidated basis (before allowances for loan impairment) amounted to k33.2 billion at the end of December 2006 compared with k28.3 billion at the end of December 2005, registering an increase of 17.3 per cent. on a year-on-year basis. Loan growth in Greece accelerated from 11.6 per cent. at the end of March 2006 to 15.4 per cent. at the end of December 2006 on the back of the strength of retail lending. Loans outside Greece grew at a faster rate (37.2 per cent.), with outstandings accounting for 12.1 per cent. of the total. The Bank has expanded its loan book and has increased its market share in the individuals (mortgage and consumer credit) sector, while maintaining its leading position in the business sector.

40 Mortgage loans, on which the Bank placed special emphasis in 2002-2005, increased by 30 per cent. in 2003, by 26 per cent. in 2004, by 36 per cent. in 2005 and by 23.8 per cent. on a year-on-year basis in December 2006, pushing Alpha Bank’s market share to 14.7 per cent. at the end of December 2006, compared with 9.5 per cent. at the end of 2001. Consumer loans (excluding credit cards) increased by 35 per cent. in 2003, by 51.5 per cent. in 2004, by 48 per cent. in 2005 and by 27.9 per cent. on a year-on-year basis in December 2006, with Alpha Bank’s market share reaching 12.3 per cent. at the end of December 2006, compared with 10.8 per cent. at the end of 2001. In particular, in mortgages, in January 2006 Alpha Bank introduced a new type of mortgage with ‘‘protection’’ from possible increases of interest rates. ‘‘Alpha Protection’’ o¡ers a cap of up to 2 percentage points from the initial variable rate for a period of 10, 15 or 20 years from the start of the loan. It also features an initial low-start period with a favourable ¢xed rate of 3.95 per cent. for the ¢rst 3 years and the option of interest-only payments during that same period. In addition to ‘‘Alpha Protection’’, mortgage loans currently on o¡er also include ‘‘Alpha Fixed Rate’’ and ‘‘Alpha Euro Rate’’. Alpha Fixed Rate is a mortgage with a choice of ¢xed interest rates for initial durations ranging from 1 to 15 years, while Alpha Euro Rate is a variable interest rate mortgage, linked to the ECB interest rate. Speci¢cally for home refurbishment, the Bank o¡ers ‘‘Alpha Repair Housing Loans’’ on £exible terms and procedures so as to fully satisfy the speci¢c needs of today’s customers. Alpha Bank’s range of mortgage products is completed with ‘‘Alpha Cash Collateral’’, a mortgage with deposits/investments taken as collateral, as well as subsidised loans and loans for special bene¢ciary categories. Alpha Bank ¢nances up to 100 per cent. of the property’s value or the construction/refurbishment budget while the repayment term can extend to 40 years. Pre-approved credit cards and personal loans are available to all mortgage customers on special terms. In the consumer credit sector, Alpha Bank continues to o¡er updated ¢nancial solutions through a wide range of consumer loan products, responding to the modern way of life and the increasing needs of the Greek consumers. Recently, Alpha Bank introduced a new innovative product called ‘‘Alpha Payroll Overdraft’’. This is a new overdraft programme which allows clients to always have available cash in their current account. ‘‘Alpha Payroll Overdraft’’ adds a credit limit to the holder of an Alpha 100 current account, which is always available for them to use it anytime they need it. Furthermore, Alpha Bank continues to improve and promote its very successful balance transfer programme ‘‘Alpha All in 1’’. Even though many of Alpha Bank’s competitors tried to promote similar balance transfer programmes, ‘‘Alpha All in 1’’ retains its leading position in the market. A recently introduced and innovative service is the SMS Gate for ‘‘Alpha All in 1’’. The prospective clients of the programme can send an SMS message (sending the total amount they want to transfer in this programme) and immediately they receive their monthly instalment ¢gure. In addition, through this new SMS Gate the clients can request for an Alpha Bank quali¢ed agent to call them and give them detailed information about ‘‘Alpha All in 1’’ or any other consumer loan product or even proceed to a phone application. During 2006, the bank has also successfully utilised alternative channels for expanding the consumer loan products such as instant credit (through retailers), telemarketing and direct mail. . Instant Credit: Alpha Bank currently has a very high rate of growth in ¢nancing retail ¢rms (specialising mainly in the car ¢nancing and house appliances sector) and has managed to retain very close and pro¢table relationships with most of these ¢rms. During 2006, new disbursements reached k232 million or 19 per cent. of Alpha Banks’ total production in consumer loans. . Telemarketing: Alpha Bank has established a very successful ‘Telemarketing Centre’ that performs inbound as well as outbound calls. The Centre answers all questions and accepts fast and easy applications for any Alpha Bank consumer credit product. Also, the ‘Centre’ performs outbound calls to prospective clients in order to inform them about new products and special o¡ers. During 2006, new disbursements from this channel reached k134 million or represented 11 per cent. of Alpha Bank’s total production in consumer loans. . Direct Mail: Alpha Bank performs mailings to selected customers with special o¡ers regarding consumer loans. During 2006 applications arising through this channel increased by 92 per cent. New disbursements from this channel reached k195 million or represented 16 per cent. of Alpha Bank’s total production in consumer loans.

41 In the card business, Alpha Bank, with its twenty-¢ve di¡erent products addressed to individuals and corporations, retains its leading position in the Greek market regarding both the issuance of credit cards (market share approximately 20 per cent.) and transaction clearing (market share approximately 25 per cent.). Alpha Bank is the only bank o¡ering products of the following 3 brands: Visa, American Express and MasterCard. Despite the trend towards a decrease in growth of outstanding balances on credit cards in the Greek market (which grew by 3.2 per cent. in 2006 compared with 10.2 per cent. in 2005), the Bank has managed to maintain a growth rate of 9.4 per cent. per annum, increasing its market share to 11.9 per cent. Alpha Bank, with about 1 million credit cards (December 2006), has a leading position in the card market and is the largest Visa Issuer and Acquirer. The Gold Alpha Bank Visa is a leading product in the Greek market in terms of usage and average balances. Alpha Bank is the exclusive issuer and acquirer of American Express cards in Greek Market. In June 2006 the TIM Bonus co-branded card was launched with many bene¢ts for mobile users, following the launch of Alpha Bank Bonus American Express, a card with smart-chip features and built-in rewards in 2005. In addition, the American Express Membership Rewards scheme is expanding with new merchants and has proven a very appealing scheme. The traditional American Express Green and American Express Gold cards maintain their leading position in the premium market segment and the Corporate American Express Card is considered the most distinguished corporate card. By the end of 2006, 350,000 American Express cards were in circulation. The Bank consolidated its relationship with MasterCard in early 2001 by issuing an Alpha Bank MasterCard credit card and an Alpha Bank Maestro debit card in early 2002. The portfolio of MasterCard and Maestro cards is growing fast and at the end of December 2006 around 430,000 cards were in use. During 2007 the Bank plans to expand the portfolio by introducing two new MasterCard products: Gold MasterCard and Bonus MasterCard. The BONUS programme is a card loyalty scheme of the Bank and major merchants covering the main retail categories (supermarkets, telecommunication, travel, petrol, households, cosmetics etc.). The scheme is aimed at encouraging loyalty to the card. The card infrastructure will allow all partners to bene¢t from in depth customer understanding. The new BONUS cards are based on the latest technology (EMV chip cards) and redemption can take place instantly at the point of sale. The Bank is about to convert the whole portfolio into chip based cards thus allowing all cardholders to participate and bene¢t from the BONUS scheme. During recent years, the Bank has successfully utilised alternative channels for expanding the card business such as telemarketing, instant credit, direct mail and cooperation with retailers. A new web based system for handling all card applications from the various distribution channels has been developed. The system reduces the time and the cost for handling applications and provides more cross-selling opportunities. Prudent risk management practices and policies led us to better asset quality as all credit decisions are based on sophisticated scoring algorithms. In addition, in order to reduce fraud transactions and enhance cardholder’s protection, an advanced fraud detection system has been implemented for all card products. Alpha Bank operates an expanded Point of Sales (‘‘POS’’) network in Greece, which is capable of clearing transactions of all major payment systems, Visa, MasterCard and American Express and consists of more than 40,000 EFT/POS terminals. During 2004, the migration of POS terminals to EMV and PIN, started. Alpha Bank and Eurobank created a common POS network in Greece in order to take advantage of economies of scale and expand their Acquiring Business. Alpha Bank o¡ers E-Commerce solutions to merchants for Visa, MasterCard and American Express cards. In the area of small business, the Bank has expanded its loans portfolio, amounting to k3.9 billion at the end of December 2006, and has increased its market share in small business lending (credit limits up to k1 million) in Greece. The portfolio grew by 13.1 per cent. at the end of December 2006 on a yearly basis. For ¢rms and professionals with yearly turnover up to k1,000,000, the Bank o¡ers loans for working capital in the form of a standard revolving credit facility at a competitive £oating interest rate (Alpha Business Line of Credit), or a ¢xed term business loan at a ¢xed interest rate (Alpha Fixed Rate Business Loan) or the innovative ‘‘Alpha Cash Management’’ business overdraft with 10 per cent. interest refund bene¢t for current balances, or the ‘‘Alpha Development’’ account with £exible repayment terms designed to cover medium term working capital needs. For more long-term ¢nancing needs (acquisition/ replacement of equipment or transportation vehicles) as well for the acquisition/construction/restoration of business premises the Bank o¡ers equally competitive products namely ‘‘Alpha Equipment’’ and ‘‘Alpha Commercial

42 Mortgage’’ with a choice between a variable or ¢xed interest rate, considerable grace period and an interest refund reward for current balances. Alpha Insurance: Alpha Insurance, a composite insurance company o¡ering life and general insurance coverage, achieved gross premium production of k157.2 million in 2006. For the period ended 31 December 2006, it had total assets of k429.7 million, own funds of k78.2 million and pro¢t before taxes of k17.2 million. As of the same date, Alpha Insurance had 343 employees. In March 2007, Alpha Bank concluded the sale of its subsidiary Alpha Insurance to AXA, a global leader in ¢nancial protection. At the same time, Alpha Bank and AXA have signed and put into force a long-term exclusive cooperation agreement for the distribution of AXA’s insurance products through Alpha Bank’s extensive branch network. Alpha Leasing: Alpha Leasing, established in 1981, provides a wide range of ¢nancial leases to approximately 4,000 customers. Alpha Leasing is one of the largest leasing companies in Greece, with a market share of approximately 15.5 per cent., based on leased assets. At the end of 2006 leased assets amounted to k995 million as compared with k779.4 million at the end of 2005. Alpha Leasing is listed on the Athex. In November 2006, Alpha Bank announced a voluntary Public Tender O¡er to acquire all minority holdings in Alpha Leasing. The Tender O¡er was successful and the Bank increased its participation to 99.67 per cent. at the end of the Acceptance Period. Alpha Bank has exercised a squeeze out option with an aim to acquire all outstanding shares in Alpha Leasing. As of 31 December 2006, Alpha Leasing had a market capitalisation of k257.3 million and posted pro¢ts before tax of k11.8 million compared with pro¢ts before tax of k17.4 million in 2005. Total revenues increased to k54.5 million as compared with k28.5 million in 2005. Own funds as of the same date amounted to k275 million and total assets to k1,027.7 million. As of 31 December 2006, Alpha Leasing had 51 employees. ABC Factors: ABC Factors was founded in 1995 as a 50/50 joint venture between the Bank and the . It was the ¢rst Greek ¢rm o¡ering factoring services in Greece. In October 2001, Alpha Bank acquired the remaining 50 per cent. of ABC Factors’ share capital previously held by Bank of Cyprus. Services o¡ered include standard factoring for both domestic and international transactions and discounting of client invoices. Since its establishment, ABC Factors has been the factoring services market leader in Greece based on assigned invoices turnover and pro¢ts before tax. Despite high competition in the sector, ABC Factors retained a leading market share of 37 per cent. In 2006, total revenues (net interest and fee income) increased to k25.9 million from k13.5 million in 2005 and pro¢ts before tax decreased to k8.4 million from k9.9 million in 2005. As of 31 December 2006 own funds amounted to k60.3 million and total assets to k481 million. As of 31 December 2006, ABC Factors had 78 employees.

Commercial and Corporate Banking (including Shipping) The Bank provides a full range of corporate banking services to Greek companies, foreign corporations active in Greece and, to a lesser degree, public sector entities. Its portfolio at the end of December 2006 consisted principally of loans to trade (18 per cent. of total loans) and manufacturing (16 per cent. of total loans) sectors. The Bank o¡ers a number of services to its commercial customers including acceptance of deposits, short-, medium- and long-term lending both in euro and foreign currencies, bill discounting, foreign exchange dealing, dealings in treasury and money market instruments, letters of guarantee, factoring and leasing. Other services include capital markets and other cash and risk management services. The Bank also provides certain other banking services, including processing of its corporate customers, payrolls and clearing cheques and other money transfers for its customers. The principal account for corporate customers is the Alpha 500 account, intended for clients who wish to maintain a single account that o¡ers overdraft facilities and balance and account information. At the end of December 2006, the Bank had approximately 65,000 commercial loan accounts outstanding. Alpha 620 is a three-year ¢xed rate loan for small to medium-sized companies, while Alpha 600, Alpha 605, Alpha 630 and Alpha 650 are targeted at large corporations. The Bank also provides corporate credit card services through a corporate Visa card and a corporate American Express card.

43 Throughout 2006, Alpha Bank’s leading position in the corporate banking market has been rea⁄rmed. The level of total ¢nancings to commercial and large corporates reached k16.8 billion at the end of December 2006, an increase of 10.6 per cent. against December 2005. As in previous years, special emphasis was given to attaining the best possible risk/reward ratio and improving the quality of the loan portfolio and towards increasing the Bank’s revenues and pro¢ts while making the least possible use of its balance sheet. The Bank is very active in the Greek market for syndicated loans to large corporations. In particular, it is estimated that within 2006, 31 bond issues with a total amount of k1.3 billion were arranged by the Bank. In addition, it concluded a considerable amount of bilateral structured ¢nance transactions, covering the specialised requirements of large customers. Concurrently, it developed further its cross sales of the Group’s products and services to large corporations in ¢elds such as Retail Banking (cards, consumer and housing loans), Private Banking products, insurance, consulting, brokerage transactions, leasing, factoring, etc. The solid base created in previous years enabled a further growth in associations with large Greek business groups active in South Eastern Europe. In 2005, Corporate Banking activities outside Greece were reinforced considerably and contributed signi¢cantly to the Group’s results. The considerable size and high quality of the loan portfolio, in conjunction with the high quality of the services provided, have established the Bank as a leading force in the Corporate Banking sector. Shipping has traditionally been an important sector in the Greek economy. The Group did not have any presence in the ship ¢nance area until 1996, when the decision was taken to diversify into marine ¢nance through the establishment of a specialised shipping ¢nance division operated by experienced personnel in a specialised branch in Piraeus (from 1998), the centre. The Bank has gradually and conservatively expanded its activities in this area and is today considered an important player in shipping ¢nance in Greece, with a fully performing, high quality portfolio. The solid foundations laid over six years of active presence in the sector enabled a further growth of its portfolio and parallel activities, which in total yielded improved returns. Furthermore, the Shipping Division is active in routing retail, private banking and insurance business of its shipping customers to other departments of the bank contributing to the Group’s cross-selling philosophy. The balance of loans to the shipping sector as of 31 December 2006 amounted to k0.8 billion, lower than last year due to the rise of the Euro versus the U.S. dollar and increased loan redemptions on the part of shipping groups, due to their increased liquidity.

International Banking Activities A signi¢cant factor reinforcing the presence of Greek ¢rms in South Eastern Europe is the improvement in the economic and political situation in the region. The advancement of important structural reforms in conjunction with the application of sound reconstruction and development programmes, contributes to the attainment of rapid growth and reinforces demand for ¢nancial services, rendering such countries very attractive. These factors have encouraged the Bank to keep strengthening its presence in the region. Currently, fourteen branches operate in Albania and forty ¢ve in Bulgaria. Group banks operate in Romania, FYROM, Serbia and Cyprus. The size and strong ¢nancial base of the Bank, in conjunction with its £exible structure, the high level of its technological infrastructure and its knowledge of economic, social and cultural conditions in these countries, allow it to expand rapidly the range of its activities. Romania: Alpha Bank Romania (‘‘ABR’’) (formerly Banca Bucuresti SA) was established in 1994. Through Alpha Bank Romania, the Bank was the ¢rst Greek bank to have operations in Romania. ABR was initially established to serve the Greek commercial presence in Romania and to take advantage of an undeveloped banking market. ABR is present in the main industrial and commercial cities of Romania through a network of 70 branches all of which are linked by an on-line/real-time system. It was the ¢rst bank in Romania to operate with on-line communications to its branches. ABR has posted steady growth and has managed to capture a signi¢cant share of the Romanian ¢nancial services market. It o¡ers banking services to local and international ¢rms. Through the other group companies in Romania, it has extended its activities into brokerage, investment banking, leasing and ¢nancial consulting services. It o¡ers modern ¢nancial products and services such as Repos and Alphaline, and has a presence in the housing market. As of 31 December 2006 total assets amounted to k2.1 billion, customer loans to k1.1 billion, and customer deposits to k823.0 million. For the same period ABR, posted pre-tax pro¢ts of k30.2 million. During the last few years, the Bank has increased its participation in the share capital of ABR, by means of successive share purchases of the minority shareholders. As of 31 December 2006 the Bank owned, directly and indirectly, 99.91 per cent. of the issued share capital of ABR. In order to achieve its growth expansion

44 ABR proceeded to a new equity issue of k66 million and raised subordinated capital of k60 million. As of 31 December 2006 ABR had 1,310 employees. Alpha Leasing Romania (‘‘ALR’’) is one of the leading leasing companies in Romania and has consistently grown since 1998, with a signi¢cant and healthy client portfolio of almost 1,000 local companies which enjoy the immediate and uninterrupted ful¢lment of their needs and the best quality of services in the local leasing market. Despite the increased domestic and foreign competition, ALR maintains a leading position in the local market. Following market trends, as well as internal policies on credit risk and the robustness of the equipment portfolio, vehicles still represent the major part of ALR’s business. In September 2004, Alpha Bank acquired shares held by minority shareholders, and thus currently holds, directly and indirectly, 99.93 per cent. of the total outstanding shares in the company. As of 31 December 2006, total assets amounted to k82.3 million and pro¢ts before tax amounted to k2.4 million. As of 31 December 2006, the company had 54 employees. Alpha Finance Romania (‘‘AFR’’) was established in 1994 as one of the ¢rst Romanian brokerage companies and now is one of the most active securities houses providing a full range of both brokerage and corporate ¢nance services. Since then, AFR has built its reputation on the successful completion of complex and innovative transactions. It was nominated in 1999 as the Best Broker in Romania by prestigious international and local publications. It is also a founding member of the Bucharest Stock Exchange (BSE) and of the National Association of Securities Dealers (ANSVM). AFR has developed an impressive presence in the brokerage ¢eld, being among the few and ¢rst Romanian brokerage houses that represented foreign portfolio investors in Romania by developing methods and techniques to satisfy western trading, settlement, custodian and reporting requirements. AFR’s market share in 2006 was 1.94 per cent. taking the nineteenth position in the overall ranking among brokerage houses in terms of the accumulated annual traded volume on both the Rasdaq market and the Bucharest Stock Exchange. Due to its in-depth knowledge of the developing Romanian capital markets and ¢nancial services sector as well as its top quality disseminated equity research, AFR has become the preferred local investment banking partner for global investment banks. As of 31 December 2006, AFR posted pro¢ts before tax of k0.011 million, as compared with a pro¢t of k0.59 million in 2005. For the same period, own funds amounted to k2.2 million and total assets were k12.8 million compared with k2.1 and k3.4 million respectively in 2005. The Bank held, directly and indirectly, 99.98 per cent. of the company’s share capital. As of 31 December 2006, AFR had 24 employees. Bulgaria: The So¢a branch has been in operation since 1995, as a branch of Ionian and Popular Bank, purchased by the Bank in 1999 and undertakes all banking activities. It o¡ers advanced loans to important businesses (mainly Greek-owned) and holds a large number of accounts in local and foreign currencies. Following the Bank’s plan for the network expansion in South Eastern Europe, there are currently 45 branches in operation in Bulgaria which employ approximately 284 people. As of 31 December 2006, customer loans amounted to k210 million and customer deposits to k101 million. Serbia: The Bank has been active in Serbia since 2002. The ¢rst branch commenced operations in Belgrade in July 2002 and was quickly followed by two more branches. On 3 February 2005 Alpha Bank acquired 88.64 per cent. of the share capital of Jubanka a.d. Beograd (‘‘Jubanka’’) a bank established in Serbia. The acquisition of Jubanka enhanced the Bank’s presence in Serbia and strengthened its operations with an additional 88 branches, 286,000 retail and 30,000 business customers. Serbia is a key market for the Bank in terms of growth prospects in the retail, corporate and public sectors. The cash consideration for the initial 88.64 per cent. holding amounted to k152 million. The Bank in accordance with the provisions of the relevant purchase agreement, made an o¡er on 11 July 2005 for the purchase of the remaining shares of Jubanka (minority shares). This was successfully completed in September 2005. The Total Cash Consideration amounted to k171.5 million. As of 1 June 2006 Jubanka a.d. Beograd was renamed to Alpha Bank a.d. Beograd. The three branches of Alpha Bank A.E. Belgrade a⁄liate were merged into Alpha Bank a.d. Beograd, which was subsequently renamed to Alpha Bank Serbia. The 103 branches currently employ approximately 1,413 people and o¡er the full range of banking services.

45 As of 31 December 2006 total assets amounted to k484.6 million, customer loans to k327.2 million and customer deposits to k225.8 million. Albania: The Bank’s ¢rst branch in Albania commenced operations in in January 1998. Currently 14 branches operate in Albania: four branches in Tirana and one branch in each of Durres, Elbassan, Gjirokaster, Berati, Vlora, Fieri as well as in the Kakavja customs o⁄ce. The Bank’s branch network in Albania is ¢nancing some of the most important business enterprises in the country and maintains the largest loan portfolio amongst all the banks operating there. Since 2003, the branch o¡ers housing and consumer loans to its clientele. The personnel of the Bank’s branches in Albania consist of 107 people. As of 31 December 2006, total assets amounted to k297.7 million, customer loans to k162.4 million, customer deposits to k236.2 million and pro¢t before taxes to k9.1 million. FYROM: In January 2000, the Bank concluded the acquisition of Kreditna Banka AD (renamed Alpha Bank AD Skopje), the fourth largest bank in FYROM. The initial participation in its share capital of 65 per cent. has been further increased to 100 per cent., through the purchase of the outstanding minority shares in April 2000 and in August 2002. Through Alpha Bank AD Skopje, the Bank aims to exploit an undeveloped banking market while at the same time serving the strong Greek commercial presence in Skopje. Four years after it was acquired by the Bank, Alpha Bank AD Skopje has been gaining the con¢dence of the business community and the depositors in FYROM and it was designated among the top ten companies in the country by the Skopje Chamber of Commerce. Moreover, it aims to achieve a higher market share in the retail banking sector within the next few years. It provides traditional banking services, mainly to selected corporate clients. Its branch network includes 10 branches. Total assets of the bank as of 31 December 2006 amounted to k86.6 million and own funds to k25.7 million. Outstanding loans of the same date stood at k49.0 million and customer deposits at k60.0 million and pro¢t before taxes to k3.2 million. As of the same date, Alpha Bank AD Skopje had 103 employees. Cyprus: Alpha Bank Cyprus (‘‘ABC’’). In October 1998, the Bank acquired 75 per cent. of the issued share capital of Lombard Natwest Bank, a subsidiary of the NatWest Group in Cyprus, which was then renamed Alpha Bank Cyprus. Through subsequent share purchases, the Bank has increased its stake to 100 per cent. of ABC’s issued share capital. ABC is one of the largest commercial banks in Cyprus, with a market share of over 10 per cent. of the loan market (December 2006). It o¡ers full banking services and is active in retail and corporate banking. Through its subsidiaries Alpha Finance, Alpha Asset Finance, Alpha Trustees and Alpha Insurance Company, it also covers a broad spectrum of other ¢nancial and insurance services. It has a network of 28 branches in all major cities of Cyprus, and the establishment of new branches in selected locations is in progress. Following its successful and rapid expansion over the last few years, Alpha Bank decided to establish its presence even further with the acquisition of privately owned o⁄ces of 4,600sq.m. in the centre of Nicosia. The new building (Matossian Tower) will accommodate all the central divisions of the Bank, as well as a branch at ground level. On 31 December 2006, total assets amounted to k3.4 billion, loans to customers amounted to k2.1 billion, customer deposits to k2.2 billion and shareholder’s funds to k244.8million. As of the same date, ABC had 614 employees. Alpha Insurance Cyprus (‘‘AIC’’) was founded in Cyprus in 1993, under the name ‘‘Metropolitan Insurance Ltd’’. In 1999 Alpha Bank Group acquired a majority shareholding in the company, which was subsequently renamed Alpha Insurance Cyprus. AIC is an insurance company o¡ering both life and non-life products. It is present in all major cities of Cyprus, with 11 branches. For the period ending 31 December 2006, the company posted a pro¢t before tax of CYP 1.218 million. As of the same date, the Bank held, directly and indirectly, 100 per cent. of the company’s share capital. As of 31 December 2006, AIC had 67 employees. United Kingdom and the Channel Islands: The Group also has an established presence in the British Isles, via its London Branch, Alpha Bank London Limited, Alpha Bank Jersey Limited and Alpha Asset Finance C.I. Limited. The London branch of the Bank specialises in corporate banking activities.

46 Alpha Bank London Limited (‘‘ABL’’) has been a wholly-owned subsidiary of the Bank since 1994. It was founded in London in 1922 as The Commercial Bank of the Near East Limited and in 1990 changed its name to Commercial Bank of London PLC. On 1 February 1995, the name was changed to ABL. It is licensed to conduct banking activities in the United Kingdom and is regulated by the Financial Services Authority (supervising the provision of ¢nancial services in the United Kingdom). ABL has two branches (City and Mayfair) and a wholly-owned subsidiary since 1997, named Alpha Bank Jersey, providing private banking services. ABL provides traditional retail banking services and products as well as mutual funds and nominee services. It is particularly active in property lending and private banking services, targeting expatriates in the Greek community. ABL intends to focus more on private and corporate banking activities, rationalising the retail segment by concentrating on low cost/high pro¢t clients. It is equipped with modern systems and applications, which it constantly improves and upgrades, and o¡ers services on a par with those o¡ered by Alpha Bank in Greece aiming at a further expansion of its activities. Amongst its priorities for the next three- year period is to expand its private banking services to meet the needs of the Group. On 31 December 2006, loans to customers amounted to GBP 263.5 million and customer deposits totalled GBP 456.4 million as compared with GBP 230.9 million and GBP 149.4 million respectively in 2005. On 31 December 2006, total assets amounted to GBP 496.1 million and own funds to GBP 64.0 million, vis-a' -vis respective 2005 ¢gures of GBP 379.8 million and GBP 62.1 million. On 31 December 2006, pro¢ts before tax amounted to GBP 2.7 million. ABL has 54 employees. ABL established a new limited company on 13 September 2005, Alpha Asset Finance C.I. Limited, which focuses on instalment credit ¢nance. Alpha Bank Jersey Limited completed its ninth full trading year on 31 December 2006, with pro¢ts before tax amounting to GBP 0.47 million compared with GBP 0.56 million in 2005. On 31 December 2006, Alpha Bank Jersey’s total assets amounted to GBP 125.3 million, total loans to GBP 28.5 million and customer deposits to GBP 100.8 million in comparison to GBP 122.6 million, GBP 30 million and GBP 101.8 million respectively in 2005. The company is a wholly owned subsidiary of Alpha Bank London Limited. Alpha Asset Finance C.I. Limited (‘‘AAF’’): AAF o¡ers credit instalment ¢nance to customers in the Channel Islands. It is a wholly owned subsidiary of Alpha Bank Jersey Limited and commenced operations in October 2005.

Investment Banking Alpha Finance: Alpha Finance is one of the leading securities ¢rms active in the Athex with a market share of 9.27 per cent. Beyond conventional brokerage transactions in the primary and secondary markets, Alpha Finance is also active in the derivatives and capital markets. For the period ended 31 December 2006, Alpha Finance posted pro¢ts before tax of k14.9 million, as compared with k11.2 million in 2005, mainly as a result of increased revenues from corporate ¢nance and brokerage services. Own funds amounted to k51.9 million and total assets to k81.2 million. The Bank holds directly and indirectly 100 per cent. of the company’s issued share capital. As of 31 December 2006, Alpha Finance had 102 employees. Alpha Finance US Corporation (‘‘AFUS’’): AFUS was established in New York in 1999. AFUS is a broker/ dealer committed to serving the international needs of U.S. Institutional and Private Clients. Through the Bank’s subsidiaries and network of almost 385 branches in Greece, Great Britain, Cyprus, Romania, Bulgaria, Albania, and FYROM, AFUS is able to leverage its regional expertise in South Eastern Europe by providing research, execution, and clearing services on an agency basis for equity and ¢xed income securities. Each AFUS client has direct access to South Eastern European regional markets through the company’s equity sales force. The Bank holds 100 per cent. of the company’s share capital. As of 31 December 2006, AFUS had 3 employees. Alpha Ventures (‘‘AV’’): AV, the venture capital arm of the Group, was established in 1990 and is one of the main venture capital ¢rms in Greece. AV provides start-up and development capital to newly established or growth companies not listed on the stock exchange. It invests in the form of equity and/or convertible debt, typically through participation via a capital increase rather than a purchase of existing shares. AV generally takes a minority position varying

47 from 10 to 33 per cent. of the share capital of a company. Prospects for the venture capital/private equity sector are favourable, despite the current outlook of the Greek capital market. Demand for venture capital ¢nancing has increased and is expected to continue to do so in forthcoming years. During the last three years, considerable progress was made as regards the process of restructuring the company in the following areas: application of internal procedures and MIS systems, development of new investment activities and rationalisation of the existing investment portfolio. In 2006, Alpha Ventures assessed 41 investment proposals. For the period ended 31 December 2006, AV had pro¢t before tax of k0.4 million. As of the same date AV had total assets of k28.9 million and own funds of k28.7 million. AV is a fully owned subsidiary of the Bank. In May 2006, AV merged with Alpha Equity Fund, a Group company with similar scope, via absorption of the latter. As of 31 December 2006, the company had 6 employees. Moreover, the Bank is active in the interbank money, bond and derivatives markets, through its sales and trading activities conducted by the Group Treasury, contributing to the Group’s results. The use of sophisticated systems to measure market risk has contributed considerably to limiting risk, to the immediate adaptation to market conditions, and to improved performance. The Bank is active in the domestic primary and secondary bond markets. It has retained its high market share aimed at providing better service to clients from Greece and abroad. In addition the Bank is an active participant in both the primary and secondary European/South Eastern Europe debt markets. It also participated in organising and completing syndicated loans in the Greek and International markets. The trading units of the Treasury Division cover a wide range of products such as foreign exchange spot and forwards, foreign exchange swaps, money markets, options, debt securities and derivatives. The sales and market research units of the Treasury Division support the customer business of the Bank and provide products and services that ful¢l the customer’s treasury needs.

Asset Management The management of funds entrusted to the Group by its clients and several other categories of investment services are undertaken by Alpha Asset Management Mutual Fund Management Company and Alpha Investment Services. They develop new products on the market, manage and develop relationships with institutional investors, and manage the portfolios of the Group’s mutual funds, its private banking clients and other customers. Promotion of investment products and services to private individuals is undertaken under the brand name Alpha Private Bank, which now encompasses, under a common management and strategy, the clients and networks of the Bank’s Private Banking Division and Alpha Investment Services. Alpha Investment Services (‘‘AIS’’): AIS was established in April 2001 in line with the Group’s new administrative structure. The company is part of the Alpha Private Bank brand and it has undertaken the development and promotion of investment services and products to a¥uent individual investors. The substantial growth and the increasing complexity of money and capital markets in Greece as well as the expected shift of Greek investors towards international markets have developed the need for advanced and specialised ¢nancial advice. AIS promotes its services through a specialised network of 17 branches which are located in major Greek cities, out of which 13 are owned by AIS and four by the Bank. AIS’s 2006 turnover amounted to k9.9 million. As of 31 December 2006, total assets amounted to k10.2 million, own funds to k8.7 million and pro¢ts before tax to k2.4 million compared with k8.1 million, k6.8 million and k1.3 million respectively for 2005. As of 31 December 2006, AIS had 121 employees. Alpha Bank indirectly controls 100 per cent. of the company. Alpha Asset Management Mutual Fund Management Company (‘‘AAMMFMC’’): AAMMFMC, one of the leading asset management companies in Greece, came to existence in September 2006 when Alpha Asset Management (‘‘AAM’’) merged with Alpha Mutual Fund Management Company (‘‘AMFMC’’). The mutual fund business of the merged entity had a market share of 17.6 per cent. as at 31 December 2006 (or 21.6 per cent. if money-market funds are excluded).The company is also one of the biggest players in the Greek equities fund market,. A comprehensive range of 27 funds o¡er exposure to Greek, European, U.S. and Global markets with both actively and passively managed funds. Shares in the funds are mainly sold and bought through a comprehensive on-line transaction network by Alpha Bank branches, Alpha Private Bank Centres and by the insurance advisers of Alpha Insurance Company. AMFMC’s objectives include further di¡erentiation and rationalisation of the product spectrum, the use of alternative networks, and co-ordination with Group companies towards promoting sales.

48 For 2006, AMFMC’s turnover amounted to k57.9 million compared with k48.1 million in 2005. As of 31 December 2006, the merged company AAMMFMC posted pro¢ts before taxes of k9.4 million, with total assets amounting to k55.2 million and own funds reaching k55.2 million compared with k9.1 million, k39.9 million and k28.9 million respectively for 2005.

Other Activities of the Group Alpha Astika Akinita (‘‘AAA’’): AAA was founded by the Bank in 1942. In June 1999, AAA’s shares were listed on the Athex and subsequently the Bank’s holding decreased to 51.79 per cent. of its issued share capital. As of 31 December 2006, AAA’s market capitalisation amounted to k99.4 million. AAA o¡ers a full range of services in the real estate sector. It acts as a broker or representative during the sale and purchase of real estate property and manages, leases and maintains property of clients. It also prepares valuations and development studies of real estate property owned by third parties, individuals and welfare funds and other institutions. In the area of assessments, large project certi¢cation, real estate development studies and investment assessment, the company is certi¢ed with the quality assurance system ISO 9000. It has a 18.42 per cent. stake in Propindex, a company, which acts as an appraiser in the real estate sector. AAA aims to provide comprehensive services to Greek and foreign clients, in collaboration with Group companies Alpha Investment Services, Alpha Asset Management MFMC and Alpha Finance US. For the period ended 31 December 2006, the company posted a pre-tax pro¢t of k8.4 million, down from k14.6 million in 2005. Total assets, as of the same date, amounted to k113.2 million and the market capitalisation of the company reached k99.4 million compared with k113.1 million and k99 million respectively in 2005. The Bank currently holds more than 71 per cent. of its issued share capital. As of 31 December 2006, AAA had 34 employees. Ionian Hotel Enterprises (‘‘IHE’’): IHE was established in 1957 with the aim of constructing and operating high-quality hotel units. IHE is listed on the Athex and its market capitalisation, as of 31 December 2006, amounted to k146.9 million. On the same date, the Bank held, directly and indirectly, 90.26 per cent. of IHE’s issued share capital. IHE owns the Athens Hilton and the Hilton Rhodes Resort. In June 2000, IHE concluded a new 10-year agreement with Hilton International to manage Athens Hilton, and an agreement to manage the Hilton Rhodes Resort. The Athens Hilton underwent a full renovation from November 2001, which was completed before the 2004 Olympic Games. On 14 December 2006, the Extraordinary General Meeting of IHE resolved to spin-o¡ the business of the Hilton Rhodes Resort to a wholly owned subsidiary of the IHE. The spin o¡ was successfully registered with the Companies’ Registry on 13 March 2007. IHE had a turnover of k40.9 million in 2006, as compared with k35.9 million in 2005, own funds as of 31 December 2005 amounted to k102.1 million and total assets to k247.8 million. As of 31 December 2006, the company posted a pre-tax pro¢t of k1.5 million up from k0.8 million in 2005. Own funds reached k103.7 million and total assets k246.1 million, compared with k102.1 million and k247.8 million, respectively, for 2005. As of 31 December 2006, IHE had a total of 425 (permanent and seasonal) employees. Ionian Holdings: Ionian Holdings is a company incorporated in the Hellenic Republic. It is a former subsidiary of Ionian Bank (formerly Ionian Finance) and under the current Group structure constitutes a holding company. As of 31 December 2006, Ionian Holdings held 14.79 per cent. of the share capital of AAMMFMC, 1 per cent. of Alpha Investment Services and 0.58 per cent. of Alpha Ventures A.E. As of 31 December 2006, the company had pro¢ts before tax of k2.9 million. Own funds amounted to k344.4 million and total assets amounted to k350.8 million. For 2005, Ionian Holdings posted pro¢ts before tax of k6.3 million while own funds amounted to k348.4 million and total assets to k348.6 million.

Distribution Network Branch network: The Group possesses an extensive branch network (Alpha Bank: 375 branches in Greece and 59 branches abroad, Alpha Private Bank: 16 branches, Alpha Bank Cyprus: 28 branches, Alpha Bank Romania: 70 branches, Alpha Bank AD Skopje: 10 branches, Alpha Bank London Ltd: 2 branches, Alpha Bank Serbia: 103 branches). Following a period of restructuring of its branch network in Greece after the merger with the Ionian Bank, the Group’s policy now focuses on further growth through deploying new branches and towards reinforcing

49 its e¡orts to attain dynamic expansion of its activities in retail banking. In 2006 the Group opened nine new branches in Greece, and plans to exceed this number in coming years. The Group has also planned to further expand its network in South Eastern Europe in the following years. ATM network: The Bank created the ¢rst ATM network in Greece, which numbered 761 machines at the end of December 2006. ATMs are installed in branches or other premises (300 o¡-site locations) and cover the entire country. The branches of the Group’s banks in Romania and Cyprus are also equipped with ATMs, and the ¢rst two ATMs in Albania installed in Tirana are currently in operation. The core services provided by the Bank’s ATMs on a 24-hours basis and in a secure environment (withdrawals and cash advances from any Visa, Europay/Mastercard and American Express card, deposit of cash and cheques, account balance enquiries, printing of account mini statements, PIN change) have been augmented with additional facilities, mostly in a on-line/real-time framework, such as: ^ funds transfer between customer’s own accounts or to a third party’s Alpha Bank account; ^ funds transfer for settling a series of customers’ obligations (Alpha Bank’s credit cards and personal loans bills, ¢xed and mobile telephony bills, electricity bills, mobile phone topping up etc); ^ cash payments for Alpha Bank’s credit card and open personal loan bills; and ^ updates of Alpha Bank’s credit cards and personal loans balances and statements of portfolios maintained with Alpha Finance. In November 2006 the Bank completed an upgrade of almost all ATM units so that they function in accordance with new requirements. Also in 2006, the Bank launched the pilot operation of ATM units enabling cash deposits, while a program for deposits and cash payments of the Bank’s card accounts and consumer loans without use of an envelope is being pilot-tested. In addition, during 2006 the Bank commenced the expansion of the Automated Pay Centre network. Already, 28 Automated Pay Centres are in operation in Bank branches in Attica and large regional cities, and they now account for 65 per cent. of card payment transactions in cash which were previously made at the teller windows of these branches. Alternative Distribution Channels: In addition to the ATM and EFT/POS networks, the Bank provides banking services via Internet, the ¢xed telephony and the mobile telecommunications networks. Alpha Web Banking, providing banking services to private individuals and small and mid-sized ¢rms via the Internet. Alpha Bank was a pioneer in this ¢eld too, since it was the ¢rst to introduce web-based banking transactions in 1996. Transactions involving cash transfers to third parties and managing subscriber pro¢les are now more secure, utilising a special application that generates once-only code numbers. More than 72,000 subscribers use such services (14 per cent. more than in 2005), while cash transactions increased by 20 per cent. A new web-based service is the Alpha Web International Trade, enabling Bank customers involved in import-export activity to monitor the course of related ¢les and agreements, send electronic requests for adjustments and documentary credit for imports, and submit in electronic form the documents required. Alphaline, o¡ering banking services to ¢rms via an application installed in customers’ computers. The enriched Alphaline II version enables multiple-user network operation. Subscribers to this service currently number approximately 1,140 ¢rms. Alpha Bank m-Banking, providing banking services via Wap- or i-mode-enabled mobile telephone. Customers can access the balance in their deposit and credit card accounts, transfer funds and make payments to third parties, and receive updates on share prices and FX parities. All information regarding credit cards is now available on a 24 hour basis. Advances in Internet connections will render such services more user-friendly and attractive to the public. Alpha Phone Banking, providing banking services by telephone, via either the automated 24-hour IVR system, or specially trained operators. Calls to Alpha Phone Banking service increased by 18 per cent. in 2006. Call Centre, serving all customers seeking information about the Bank’s products and services and Alphaphone subscribers in their banking transactions, and providing customer service to users of alternative networks. In 2006 the Bank applied a single call number for customer support via telephone. The Call Centre now operates on the basis of uniform working hours and processes more than 120,000 calls per month.

50 Services for mass collections/payments via electronic ¢le movement, for collecting amounts owed via standing orders and/or alternative networks. In 2006, 15 new ¢rms subscribed to these services. In addition, the Bank launched a service for fund transfers for mass payments and to other bank accounts in Greece. Already, eight large ¢rms are using this new service. Alpha Bank’s website (www.alpha.gr), containing information for customers and investors regarding the Bank, the Group, and the services provided, is visited by more than 750,000 users each month. The popularity of Alpha Bank’s electronic services is high, and increasing from year to year. In 2006, 20.4 per cent. of all transactions was e¡ected via ATMs and the Automated Pay Centres, and 14.8 per cent. of transactions via the Alpha Web Banking, Alpha Line, and Alpha Phone Banking services. These percentages are among the highest in the market.

Operations and IT Initiatives In 2003, a signi¢cant group-wide cross functional reengineering program was launched with the two-fold aim of implementing a cost control philosophy within all areas of business while enhancing the Bank’s capabilities for the delivery of increasingly value-adding services to its customers. The modernisation of all IT infrastructure across all functions and geographically diversi¢ed business areas, the introduction of the centres of excellence concept and the centralisation of all data processing and support functions are the most important issues addressed by the reengineering programme, which result in substantial cost savings through the reduction of the branch size and the more e⁄cient use of human resources and the improvement of the product o¡er exceeding customer expectations. In that context, several product-focused central units have been established for housing loans, consumer loans, deposit and investment products, small business credit, while several central administrative functions have been repositioned or consolidated like Custody Services, Compliance, Internal Audit, Customer Service, return mail Administration and dormant accounts, aiming to o¡er standardised process and added value to the clientele. Also, the implementation of a Document Management and Work£ow platform has led to the enhancement of the business proposition by providing high quality customer services generated within a paperless environment, covering activities like Cards, Consumer Lending, Housing Loans, Trade Finance, and Credit Rating of Small and Medium Businesses. In 2007, the Bank expects the use of the platform will also be extended to support Business Loans operations. Special priority is assigned to the streamlining of the Group’s South Eastern European operations, which are expected to become a more important income stream as the Group’s expansion strategy unfolds. As part of this priority, a standard Operational Model in all countries is developed alongside with standardised operational procedures and audit methodology, while Group-integrated Electronic Fund Transfer capabilities are put in place and core banking IT platforms are revisited in all countries with the view to optimising process capacity, response time and compatibility with the Head o⁄ce systems. Information Security, IT and Telecommunications infrastructure, and Alternative Channels environment are also considered as priority issues, thus the Bank is continuously enhancing those areas with the integration of new technologies. Client Trade system, which is Trade Finance through Internet, and Tokens which are One Time Password devices for web banking are just two examples. Another very promising aspect of the reengineering programme aims to increase the use of electronic transactions both at the client level and across the supply chain, that the Bank expects to result in the development of an Alpha e-commerce application and web-based branch platform by the end of 2007.

Management Information Systems (‘‘MIS’’) In June 1998, the Bank established the MIS Division to oversee the management information system. The system has enormously improved information for strategic management decisions, marketing of new products, pricing, cost reduction, etc. Since June 2000, the pro¢tability of the Bank has been monitored on a Business Unit basis, while at the same time the application for the performance measurement of clients and speci¢c groups of clients is being developed. The MIS Division is responsible for providing budgeting and actual results and also for the pro¢tability of the Group with a view to achieving more accurate, precise and detailed reporting to Management.

51 In 2002, a team from the MIS Division, in co-operation with consultants from SAP installed the Controlling Module (CO) in the Bank. After that, the Bank has had a more accurate cost distribution in cost centres. Additionally, a team from the Bank in co-operation with consultants from IPS-SENDERO, has implemented a new FTP (Funds Transfer Pricing) and OPS (Organisational Pro¢tability System) and is currently in the course of replacing the existing PPS (Product Pro¢tability System) and CPS (Customer Pro¢tability System), with the IPS-SENDERO’s modules, which are more accurate and £exible, for a more e⁄cient Customer Relationship Management. Most of the information produced by the MIS division is available on the Bank’s Intranet for use by all branches, divisions and, of course, product managers and General Management, according to their respective needs.

Risk Management The Risk Management Division is responsible for measuring market, credit, liquidity, operational risk, control limits and the risk adjusted returns on capital for the Group. It is also responsible for preparing material for the Asset Liability Committee, which meets once a month. The Bank uses the Value at Risk (‘‘VAR’’) methodology to measure market risk. This methodology is used for trading activities in Greece, Romania and Cyprus. Back-testing is performed on a daily basis in order to check the validity of the models. The Risk Management Division is responsible for controlling trading limits. From 2002, the Bank installed KVAR+ credit risk module and is able to measure accurately the credit risk associated with treasury products (corporate bonds, interbank placements, etc.). For the banking book, the Risk Management Division uses IPS-Sendero as the asset liability management system. For the measurement of credit risk, the Bank has a credit rating system, which assigns ratings to borrowers on the basis of ¢nancial data, previous payment behaviour and various qualitative criteria. For Large Corporate Loans the Bank uses Moody’s MRA. Moreover the Bank has instituted speci¢c approval limits at every level of approval and a speci¢c credit policy depending on credit risk assessments. Finally the Bank continuously monitors changes in the creditworthiness of its borrowers and responds appropriately. In late 2006 the Bank formed International Operations Risk Management Division, towards applying the risk assessment methods and techniques that have already been developed for the Bank in Greece to the Group’s overseas banks. The Bank also aims to establish and sta¡ such risk management units in the Group’s banks overseas, and adapt and apply risk management policies and procedures at the Group level.

Internal Audit The Bank has an audit committee (the ‘Audit Committee’’) which comprises three non-executive members of the Bank’s Board of the Directors. The current members of the Audit Committee are Paul. G. Karakostas (Chairman), George E. Agouridis (Member) and Evangelos I. Kalousis (Member). The Audit Committee convenes at least four times annually and examines the quarterly ¢nancial statements prior to their submission for approval. The Group Compliance O⁄cer and the Internal Auditor report to the Audit Committee. The Bank has maintained an Internal Audit and Inspection Division (the ‘‘Division’’). It is an independent, objective assurance and consulting activity designed to add value and improve the Bank’s operations. It helps the Bank to accomplish its objectives by bringing a systematic disciplined approach to evaluate and improve the e¡ectiveness of risk management, control and governance processes. The main purpose of the Division is to assess the adequacy, application and e¡ectiveness of internal controls within the Bank and the Group. The scope of internal audit also includes an assessment of the adequacy, application and e¡ectiveness of risk management and corporate governance procedures, the ¢nancial information systems, testing of transactions and procedures, adherence to legal and regulatory requirements and special investigations. The Division reports its ¢ndings and appraisals to the Board of Directors through the Audit Committee at least quarterly. With the aim of protecting the Bank’s assets and safeguarding the interests of its shareholders, the Bank operates an Internal Audit System, consisting of a range of audit mechanisms and procedures covering, on an ongoing basis, all of the Bank’s activities and contributing to its e¡ective and secure operation.

52 A project is currently underway to further strengthen the Bank’s Internal Audit Units by upgrading audit procedures, based on risk assessment and the operation of a comprehensive IT program for managing internal audit projects. This program covers the administration, performance, and evaluation of the audit procedure, and generates reports for Management Noti¢cation.

The Division has a su⁄cient number of auditors that cumulatively possess the necessary knowledge and experience to e¡ectively carry out the assigned tasks, including a team of IT Auditors.

According to Act No 2438/98 of the Bank of Greece, the Division is responsible for evaluating the adequacy and quality of the loan portfolio and its summary is reported to the Audit Committee. A copy of this report is submitted to the Bank of Greece.

Custodian Services The operations division of the Bank performs the custodian functions of the Alpha Bank Group. These services are o¡ered to domestic and foreign institutional clients. The Bank holds approximately k5.7 billion of portfolio value on behalf of its clients. Pro¢ts of the Bank attributable to the provision of custody services were k4.8 million in 2006. The Bank’s principal customers for custodian services are brokerage ¢rms, insurance companies and mutual funds, including Alpha Mutual Fund Management Company which is the Bank’s largest single custodial client.

Employment As of 31 December 2006, the Group employed 12,069 persons of which 8,017 in Greece and 4,052 abroad. Training of the Bank’s employees is an important objective, with a view to reinforcing middle management. In-house training includes seminars on professional areas of interest such as management, product awareness and marketing. This training is held primarily at the Bank’s training facilities in Athens. Employees are also o¡ered an opportunity to attend external training courses both in Greece and abroad. E- learning has been recently introduced as a pilot programme in many branches.

Almost all of the Bank’s sta¡ are members of one of the trade unions operating within the banking sector. Each of these trade unions falls under the umbrella of the general union of banking sector employees (‘‘OTOE’’) and, ultimately, the General Confederation of Greek Workers. Collective bargaining agreements are normally signed between representatives of the Greek banks and OTOE and then implemented by each Bank in conjunction with its own unions. Several topics are discussed and agreed between the involved parties every one or two years. The Bank maintains good relations with its personnel unions and there have not been any industrial disputes a¡ecting the Bank during the last ¢fteen years.

Employee Bene¢ts The Group has both de¢ned bene¢t and de¢ned contribution plans. A de¢ned bene¢t plan is a pension plan that de¢nes an amount of pension bene¢t that an employee will receive on retirement which is dependent, among others, on years of service and salary on date of retirement and it is guaranteed by the Group. A de¢ned contribution plan is where the Group pays ¢xed contributions into a separate entity. The Group has no legal or constructive obligation to pay further contributions if the fund does not have su⁄cient assets to pay all employees the bene¢ts relating to employee service in current or prior years. The liability recognised in the balance sheet in respect of de¢ned bene¢t pension plans is the present value of the de¢ned bene¢t obligation at the balance sheet date less the fair value of plan assets together with adjustments for unrecognised actuarial gains or losses and past service costs. The de¢ned bene¢t obligation is calculated based on actuarial valuation performed by independent actuaries using the projected unit credit method. Cumulative actuarial gains and losses arising from experience adjustments and changes, and actuarial assumption variations to the extent that they exceed 10 per cent. of the greater of the accrued obligations and the fair value of plan assets are amortised in a period equal to the average remaining working lives of the employees. Past-service costs are recognised immediately in income, unless the changes to the pension plan are conditional on the employees remaining in service for a speci¢ed period of time (the vesting period). In the second case, the past service costs are amortised on a straight line basis over the vesting period. For de¢ned contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans, to insurance companies and other funds on a mandatory or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee bene¢t expense on an accrual basis. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

53 The amounts recognised in the ¢nancial statements for employee de¢ned bene¢t obligations are presented in the table below: Income Income statement statement Balance sheet 1 January - Balance sheet 1January- 31 December 31 December 31 December 31 December 2006 2006 2005 2005 (in thousands of euro) TAP(1) ...... 517,772 45,509 518,749 43,693 TAPILT(2) ...... (4,461) 491 (4,952) 471 Alpha Insurance A.E...... ç ç 15,773 ç Alpha Bank Cyprus...... 31,281 4,995 26,611 7,010 Subsidiaries in Greece (Law 2112/1920 compensation) ...... 3,992 511 5,567 678 Total ...... 548,584 51,506 561,748 51,852

(1) TAP: The supplementary pension fund of the former Alpha Credit Bank (2) TAPILT: The Ionian and Popular Bank Insurance Fund

The Group’s Asset and Loan Portfolio The following table shows a breakdown of the Group’s assets: 31 December 31 December 31 December 2006 2005 2004 (millions of euro) Assets Cash and balances with Central Banks...... 2,675.7 2,202.4 1,755.3 Due from banks ...... 4,636.7 4,775.2 5,222.8 Securities held for trading ...... 306.0 122.6 162.1 Derivative ¢nancial assets...... 245.7 139.0 171.6 Loans and advances to customers ...... 32,223.0 27,356.5 22,377.8 Investment securities ^ Available for sale ...... 7,552.6 7,745.1 1,973.6 Investments in associates ...... 4.1 11.4 107.4 Investment property ...... 31.6 29.6 27.4 Property, plant and equipment...... 936.0 938.0 916.8 Goodwill and other intangible assets...... 117.1 107.4 30.9 Deferred tax assets...... 277.0 202.5 200.1 Other assets ...... 309.8 285.3 291.0 49,315.3 43,915.0 33,236.8 Non current assets held for sale...... 484.4 92.1 Total Assets...... 49,799.7 44,007.1 33,236.8

Funding: As of 31 December 2006, total consolidated customer deposits amounted to k23.6 billion compared with k21.6 billion as at 31 December 2005. Total customer deposits including Alpha Bank bonds amounted to k31.0 billion in December 2006, compared with k26.5 billion at the end of 2005.

54 The following table shows a breakdown of the Group’s amount due to customers: 31 December 31 December 31 December 2006 2005 2004 (millions of euro) Current accounts...... 6,072.5 5,628.5 5,069.7 Savings accounts...... 9,711.0 9,731.1 9,096.3 Term deposits...... 7,236.5 5,387.7 4,552.4 Sale and repurchase agreements (repos) ...... 366.2 712.6 1,852.4 23,386.2 21,459.9 20,570.8 Cheques payable ...... 187.7 184.9 125.8 Total...... 23,573.9 21,644.8 20,696.6

As of 31 December 2006, the Group’s deposits to banks and customers, in currencies other than euro, amounted to k5.9billion (approximately 20 per cent. of total deposits). It is noted that deposits (of the Bank) with a maturity of less than a year are subject to a 2 per cent. reserve requirement by the Bank of Greece. Lending: The Bank o¡ers a wide range of credit instruments to domestic and foreign businesses, the Greek State (which includes state and municipal corporations and central government) and households, including term loans, the discounting of commercial bills and the provision of overdraft facilities, guarantees and letters of credit. The following table shows a breakdown of the Group’s loan portfolio (excluding inter-bank loan) as a percentage of its total loan portfolio as at the dates indicated: 31 December 31 December 2006 2005 (per cent.) Individuals Mortgages...... 26.5 24.4 Consumer...... 7.4 7.1 Credit cards...... 2.8 3.1 Other Loans...... 0.7 0.7 Companies Corporate loans...... 57.2 58.9 Leasing ...... 3.3 3.0 Factoring...... 1.5 1.4 Other receivables...... 0.6 1.1 Insurance activities Receivables from insurance and reinsurance activities...... 0.04 0.3 100.0 100.0

The Bank follows what it considers to be prudent lending policies based on a thorough evaluation of its customers’ creditworthiness. Depending on the size of the exposure, loan applications are examined by the branches, regional head o⁄ces, the Bank’s Area Credit Committee and the Bank’s Senior Credit Committee. The Bank also actively monitors the changing Greek economic environment in order to identify potential risks in its portfolio. A comprehensive credit analysis procedure is undertaken. The Bank is in the process of developing and implementing a more sophisticated asset and liability management system. The new MIS, currently at its latest phase of development, enhances credit risk monitoring for all business lines. The majority of the Bank’s loans are in euro. The share of foreign exchange at 31 December 2006 represents approximately 12.3 per cent. of the total loans outstanding. The Bank incurs limited foreign exchange risk from its foreign currency lending as it aims to match foreign currency funding and lending. As of June 2003, the Bank of Greece issued the Governor’s Act 2523/12.6.2003, which provides for the abolition of various restrictions applied in consumer credit extended by domestic banks. Both mortgage and consumer lending, following this ¢nal act of complete liberalisation of the market, have become the most robustly growing aspect of the Bank’s business.

55 Credit Analysis Procedures The Bank follows a set procedure for the approval of new loans and the review of existing facilities. Branches, according to their size, enjoy the discretion to authorise loans up to given limits of k0.6 million to k1.6 million. Above these limits, approval must be sought from one of the 6 regional head o⁄ces, which may authorise loans ranging from k3 million to k10 million.

Facilities in excess of k10 million and up to k15 million are approved by the commercial credit committee. Above k15 million, credit limits are authorised by the Credit Committee. The approval of all loan applications which give rise to an actual or potential exposure to a customer in excess of k30 million is subject to the con¢rmation of the Bank’s Board of Directors.

Large corporate exposures (with credit limits in excess of k15 million), are monitored by business units which employ specialised credit risk management tools (like Moody’s MRA platform used for exposures with credit limits in excess of k5 million). In addition, the introduction of Commercial Centres allows for better relationship management with medium corporate clients (credit limits above k1 million or annual turnover between k2.5 to k75 million).

Exposures to groups of interrelated counterparties are considered on a consolidated basis. Credit lines are reviewed once a year, or more frequently (semi-annually) depending on the facility’s credit rating (as estimated by the Bank’s internal risk management system).

Impairment losses on loans and advances The Bank has one of the healthiest loan portfolios in the Greek banking market. Allowances for credit risk reached at the end of December 2006 k992 million while write-o¡s totalled k372 million, with impairment losses slowing down to 81 bps of average loans, indicating an improvement in portfolio quality and in the collection process.

Non-performing loans: If interest or principal on a loan has not been paid for up to three months, the relevant branch initiates collection procedures immediately by notifying the borrower that payment has not been made. These loans are classi¢ed as in arrears until payments on the loan have been overdue for more than three months. At this stage, the loan is referred to the Non-Performing Loans Division and thereafter classi¢ed as non-performing on the Bank’s balance sheet. If, after further attempts by the Non-Performing Loan Division to recover outstanding arrears, the loan remains overdue, formal notice of default is given to the borrower, court proceedings are commenced and the whole loan becomes immediately due.

Non-performing loans, subject to limits of between k60,000 and k175,000 are managed by the relevant branch depending on the size of the branch. The Non-Performing Loans Division has general discretion to manage non-performing loans greater than the relevant branch limit but not exceeding k3 million, to initiate litigation for loans greater than k60,000 but not exceeding k3 million, and to auction property for loans up to k2 million or to enforce bankruptcy or insolvency proceedings for loans not exceeding k3 million. Members of the Non-Performing Loans Committee include an Executive General Manager and the acting principal o⁄cer of the Non-Performing Loans Division and representation from the Bank’s legal department. Non- performing loans greater than k3 million but not exceeding k5 million are managed by the Non-Performing Loans Committee, which is headed by the Executive General Manager. Non-performing loans in excess of k5 million are considered by a committee which includes the Chairman or the Executive General Manager. Non-performing loans in excess of k10 million are referred to the Board, which reviews the position on the basis of the recommendations of the division.

The Group has assessed as at 31 December 2003, and at each balance sheet date thereafter, whether there is evidence of impairment in accordance with the general principles and methodology set out in IAS 39 and the relevant implementation guidance. Speci¢cally the steps performed were the following:

(a) Establishment of events that provide objective evidence that a loan is impaired (trigger events). The loans and advances with payment of interest or principal overdue by more than 90 days represents the majority of the loans which were tested for impairment. In addition an impairment test may be performed for accounts with delays less than 90 days, or accounts with no delay when:

(i) procedures for forced recovery have been initiated; or

(ii) the Group has information that indicates that the ¢nancial position of the borrower is deteriorating (reduced sales, gross margins, pro¢t etc.).

56 Finally, an impairment test is performed on loans and advances granted to sectors of the economy or geographical regions which are experiencing problems that arose after the date of initial recognition of the loans.

(b) The criteria for assessment on an individual or collective basis The credit limit is the basic factor in determining whether the assessment of impairment will be performed on an individual basis or on a collective basis. In determining the amount for each entity of the Group numerous factors were considered such as the composition of the loan portfolio the speci¢c circumstances of the market and experience obtained from the management of the portfolio. More speci¢cally for the Group’s parent company Alpha Bank the separation point is the amount of k1 million.

(c) Interest income recognition Interest income on impaired loans is recognised based on the carrying value of the loan after the impairment at the original e¡ective interest rate.

(d) Impairment recognition The Group write-o¡s impaired loans, with exceptions to a small number of accounts with large outstandings were an allowance account is established.

(e) Recoveries If in a subsequent period events occur after the impairment which results in a decrease in the impairment or the collection of amounts from loans and advances previously written-o¡, the recoveries are recognised in the income statement. Banks in Greece are allowed, for tax purposes, to provide for loan losses of up to 1 per cent. of the average annual balance of their loan portfolio, except for loans guaranteed by the Greek State (primarily to entities owned by the Greek State). Consequently, for statutory purposes, the Bank makes loan loss provisions on this basis by charging its Pro¢t and Loss Account.

Impairment losses on loans and advances From 1 January to 31 December 31 December 2006 2005 (in thousands of euro) Impairment on loans and advances...... 244,631 259,697 Impairment losses on due from Banks ...... (13) ç Provisions to cover credit risk relating to o¡ balance sheet items...... 14,946 ç Recoveries...... (5,610) (4,824) Total ...... 253,954 254,873

The total provision recorded to cover credit risk reached k992 million at the end of December 2006.

57 The following table provides a breakdown of the Group’s allowance for impairment losses and amounts written o¡ as at the dates and for the periods indicated:

Allowance for impairment losses (in thousands of euro) Balance 1 January 2005...... 757,951 Provision from Jubanka A.D. Beograd acquisition ...... 59,654 Exchange di¡erences ...... 2,151 Provision for loan impairment ...... 261,697 Loans written-o¡ during the period...... (48,659) Provision from merger with Delta Singular A.E.P...... 7,566 Balance 31 December 2005...... 1,040,360 Impairment of Assets classi¢ed as held-for-sale ...... (4,847) Unwinding of the discount ...... 71,650 Exchange di¡erences ...... (2,642) Provision for loan impairment ...... 244,631 Loans written-o¡ during the period...... (371,903) Balance 1 January 2006 ...... 977,249

Asset and Liability Management The Bank’s asset and liability management policy is designed to structure its balance sheet in order to control exposure to liquidity, interest rate and exchange rate risks, as well as to enable the Bank to take advantage of market opportunities which it believes may contribute to its pro¢ts. Overall responsibility resides with the general management of the Bank to determine its general asset and liability policy. Day-to-day asset and liability management is delegated to the Treasury Division. The positions that could be taken by each operating unit are, however, limited by speci¢c guidelines established by the general management relating to interest rate, exchange rate and liquidity exposure. Interest Rate Exposure: Exposure to interest rates arises where the Bank has a mismatch of assets and liabilities in which interest rates change from time to time. The Bank closely monitors overall exposure to interest rate risk and the impact that individual transactions may have on such exposure. The Bank’s policy is to manage closely interest rate exposures and to limit the potentially adverse consequence of interest rate movements on pro¢tability while seeking to take advantage of opportunities presented by prevailing or expected trends in market interest rates. The Bank principally uses a maturity gap analysis to measure interest rate risk, which measures shifts in the value of the Bank’s assets as a result of a 1 per cent. change in interest rates. Exchange Rate Exposure: The Bank’s goal in managing exchange rate exposure is to minimise the e¡ect of exchange rate movements on pro¢tability. The Bank adheres to the Bank of Greece guidelines and endeavours to match its foreign currency denominated assets with liabilities denominated in those same currencies.

58 The following table sets out the Group’s assets and liabilities by those denominated in euro and those denominated in other currencies for the Group as of 31 December 2006.

Foreign Exchange Position as at 31 December 2006 USD GBP CHF JPY Other f/c euro Total (in thousands of euro) ASSETS Cash and balances with Central Banks ... 103,649 2,028 602 27 490,503 2,078,893 2,675,702 Due from banks...... 966,224 7,935 14,370 5,314 77,569 3,565,300 4,636,712 Securities held for trading...... 129,992 ç ç ç 7,485 168,514 305,991 Derivative ¢nancial assets ...... ççççç245,676 245,676 Loans and advances to customers...... 1,352,258 533,227 605,594 37,106 1,419,227 28,275,622 32,223,034 Investment Securities ^ Available-for-sale ...... 433,982 7,012 ç ç 296,447 6,815,161 7,552,602 Investments in associates...... ççççç4,091 4,091 Investment property...... çççç5,833 25,685 31,518 Property, plant and equipment ...... 24 4,176 ç ç 110,936 820,860 935,996 Goodwill and other intangible assets ...... ç 45 ç ç 74,273 42,820 117,138 Deferred tax assets ...... ç 85 ç ç 3,821 273,067 276,973 Other assets...... 157 3,696 54 2 44,963 260,968 309,840 Non-current assets held for sale...... çççç545483,842 484,387 Total Assets ...... 2,986,286 558,204 620,620 42,449 2,531,602 43,060,499 49,799,660

LIABILITIES Due to banks and customers...... 2,820,501 496,115 30,094 431,003 2,139,098 24,343,623 30,260,434 Derivative ¢nancial liabilities ...... ççççç224,576 224,576 Debt securities in issue and other borrowed funds ...... 63,344 ç ç 192,994 94,733 13,438,182 13,789,253 Liabilities for current income tax and other taxes...... ç 1,623 ç ç 3,206 124,248 129,077 Deferred tax liabilities ...... çççç3,225 136,983 140,208 Employee de¢ned bene¢t obligations...... çççç31,281 517,303 548,584 Other liabilities...... 841 2,677 206 431 28,950 641,898 675,003 Provisions ...... çççç47,309 17,954 65,263 Liabilities related to assets held-for-sale.. ççççç353,595 353,595 Total Liabilities...... 2,884,686 500,415 30,300 624,428 2,347,802 39,798,362 46,185,993

Net on-balance sheet position...... 101,600 57,789 590,320 (581,979) 183,800 3,262,137 3,613,667 Derivatives forward foreign exchange position ...... (114,125) (25,708) (593,254) 577,724 230,442 (89,772) (14,693) Total foreign exchange position...... (12,525) 32,081 (2,934) (4,255) 414,242 3,172,365 3,598,974

Credit commitments...... 32,219 57,834 ç ç 280,348 14,038,103 14,408,504

Capital Adequacy: The ratios measure capital adequacy by comparing the Group’s regulatory own funds with the risks that it undertakes (risk weighted assets). Own funds include Tier I capital (share capital, reserves, minority interest, hybrid debt) and Tier II capital (subordinated debt and ¢xed assets revaluation reserves). The risk-weighted assets arise from the credit risk of the investment portfolio and the market risk of the trading portfolio.

On a consolidated basis, the Tier 1 capital ratio at 31 December 2006 was 10.2 per cent. while the capital adequacy ratio was 12.9 per cent.

Supervision: The Greek banking system is supervised by the Bank of Greece, which is the country’s central bank. The Governor and Deputy Governor of the Bank of Greece are currently nominated by the government, which is also able to in£uence the election of the remaining nine members of the Central Bank’s general council. The Central Bank is responsible for: the issue of bank notes; the conduct of monetary policy; the licensing of new banks and the supervision of banking mergers and acquisitions; the authorisation of foreign banks wishing to establish branches in Greece; and the protection of bank depositors. Generally, the Central Bank is charged with ensuring the soundness of the banking system and serving as lender of last resort to banks.

According to regulations set by the Central Bank of Greece, up to 1999, an amount representing the 12 per cent. of the average balances of speci¢c categories of customer deposits, was maintained equally in either interest and non-interest bearing deposits with the Central Bank of Greece, and was not readily available to

59 ¢nance the Bank’s day to day operations. In the course of 2000, this percentage was reduced to 2 per cent. The above funds are restricted and can become available only after the approval of Central Bank of Greece, following a written 30-day notice. The remaining accounts with the Central Bank of Greece relate to balances that are used for daily settlements and other activities and are available for withdrawal at any time during the year. The Bank of Greece is responsible generally for the continuing supervision of banks, which are in turn required to provide information on a regular basis, which enables the Bank of Greece to assess the solvency and liquidity of each bank, as well as the adequacy of its internal controls. Speci¢cally, the Bank of Greece requires each bank operating in Greece to submit to it on a monthly, quarterly, semi-annual and annual basis, detailed statements of such bank’s general ¢nancial position, liquidity, loan portfolio, provisions, deposits, investments, foreign currency transactions, assets and certain other details. Treasury The Treasury Division is responsible for managing the Bank’s assets and liabilities. Its goal is to maximise the Bank’s income, according to certain established risk policies and limits, and manage the liquidity requirements deriving from all the Bank’s commercial and trading activities. Interbank counterparty and trading limits are reviewed by the Board of Directors of the Bank at least annually. Internal procedures are in place to ensure adherence to the limits and processes. The Risk Management unit of the Bank is responsible for monitoring adherence and reports directly to the General Management. The Risk Management unit applies daily, sensitivity analysis methods and the value at risk methodology to measure the interest and foreign exchange exposures of the Bank and runs monthly stress testing scenarios. It produces management review reports and presents them to the Executive General Management and the Treasury Division. The Asset and Liability Committee (‘‘ALCO’’), which comprises the Executive General Management and the management of Treasury, Risk Management, Accounting and Economic Research divisions, meets on a monthly basis unless otherwise required. It reviews interest rate exposure, operational liquidity, pricing strategies, regulatory requirements and developments and capital adequacy directives and is responsible for the prudent planning and management of the on- and o¡-balance sheet of the Bank in order to optimise the Bank’s overall performance.

60 Subsidiaries and Associates The following table sets out certain details in relation to the participation of the Bank in its principal subsidiaries and a⁄liated companies:

Financial data as of 31 December 2006 Pro¢t before tax 1 January Share- to Total holders’ 31 December Name of subsidiary/a⁄liate company Business activity Direct1 Indirect1 Total assets equity 2006

(%) (in thousands of euro) DIRECT AND INDIRECT HOLDING Listed on the ATHEX Alpha Leasing A.E. Financial Leasing 99.67% 0.00% 99.67% 1,027,682 275,753 11,812 Alpha Astika Akinita A.E. Management of Real Estate 67.30% 0.00% 67.30% 113,066 108,615 8,455 Ionian Hotel Enterprises S.A. Hotel Property management 93.25% 0.00% 93.25% 245,734 103,654 2,287 Not Listed on the ATHEX Alpha Bank London Ltd Banking 100.00% 0.00% 100.00% 738,741 95,274 4,029 Alpha Bank Ltd Banking 100.00% 0.00% 100.00% 3,425,195 244,764 43,881 Alpha Bank Romania S.A. Banking 99.44% 0.47% 99.91% 2,111,916 217,511 28,784 Alpha Bank AD Skopje Banking 100.00% 0.00% 100.00% 86,288 25,777 3,193 Alpha Bank Srbija A.D. Banking 100.00% 0.00% 100.00% 484,646 127,981 (4,248) Investment banking- Alpha Finance AXEPEY brokerage 99.62% 0.38% 100.00% 81,191 51,920 14,934 Alpha Asset Management A.E.D.A.K. Mutual Fund Management 85.21% 14.79% 100.00% 55,189 43,410 15,438 Alpha Ventures Venture Capital 99.42% 0.58% 100.00% 28,932 28,668 389 A.L.C. Novelle Investments Ltd Private Equity Fund 33.33% 0.00% 33.33% 12,037 12,021 (1,105) Danube Fund Ltd2 Private Equity Fund 19.73% 5.44% 25.17% ç ç ç Messana Holdings S.A. Holding Company 99.00% 1.00% 100.00% 78 71 (16) Alpha Insurance Agents A.E. Insurance Agents 100.00% 0.00% 100.00% 6,154 5,494 6,498 ABC Factors A.E. Factoring 100.00% 0.00% 100.00% 481,428 60,348 8,405 Ionian Holdings A.E. Holding Company 100.00% 0.00% 100.00% 344,567 344,510 2,915 Alpha Credit Group PLC Special Purpose Vehicle 100.00% 0.00% 100.00% 15,208,411 11,814 16,175 Oceanos A.T.O.E.E. Real Estate 100.00% 0.00% 100.00% 22,222 18,079 850 Investment banking- Alpha Finance US Corporation brokerage 100.00% 0.00% 100.00% 816 695 (417) Investment banking- Alpha Finance Romania S.A. brokerage 45.68% 54.30% 99.98% 12,834 2,212 (11) Alpha Leasing Romania S.A. Financial Leasing 62.94% 36.99% 99.93% 82,278 11,216 2,370 Alpha Group Jersey Limited Special Purpose Vehicle 100.00% 0.00% 100.00% 933,071 342 166 Cardlink S.A. Joint Ventures 50.00% 0.00% 50.00% 457 191 108 APE Commercial Property A.E. Real Estate 60.10% 0.00% 60.10% 18,049 (458) (489) APE Fixed Assets A.E. Real Estate 60.10% 0.00% 60.10% 24 23 (12) Evremethea A.E. Education 100.00% 0.00% 100.00% 1,647 322 161 Alpha Group Investments Ltd Holding Company 100.00% 0.00% 100.00% 160,702 160,696 (6) Alpha Insurance Ltd Life and General Insurance 17.95% 82.05% 100.00% 48,753 6,702 2,116 Kafe Alpha A.E. 99.00% 1.00% 100.00% 59 59 ç INDIRECT HOLDING ONLY Alpha Private Investment Services A.E.P.E.Y. Private Banking 0.00% 100.00% 100.00% 10,209 8,672 2,403 Alpha Insurance Brokers (SRL) Insurance Brokers 99.90% 99.90% 219 207 174 Alpha Bank Jersey Ltd Banking 100.00% 100.00% 186,552 11,358 695 ABL Independent Financial Advisers Ltd Advisory Services 100.00% 100.00% 398 395 4 Alpha Asset Finance Ltd Financial Leasing 100.00% 100.00% ç ç (1,114) Alpha Trustees Ltd Trustees services 100.00% 100.00% 6 (327) ç Alpha Bank London Nominees Ltd Nominee services 100.00% 100.00% ç ç ç Alpha Asset Finance C.I. Limited4 Leasing 100.00% 100.00% 15,855 86 (16) AEF European Capital Investment BV Holding Company 100.00% 100.00% 6,962 6,877 179 Alpha Insurance A.E.3 Life and General Insurance 99.56% 99.56% 429,651 78,173 17,215 Tourist Resorts S.A. Real Estate 93.25% 93.25% 507 96 4 Alpha Real Estate DOO Beograd Real Estate 67.30% 67.30% 5,717 3,683 (56) Alpha Astika Akinita DOOEL Skopje Real Estate 67.30% 67.30% 10 10 ç Notes 1. The Bank’s participating rates on group companies are based on portfolio data as of 31 December 2006. 2. Danube Fund is under liquidation. 3. Alpha Insurance A.E. was sold to AXA in March 2007. 4. Alpha Asset Finance Cyprus merged with Alpha Bank Cyprus in December 2006.

61 Average Balances and Interest Rates The following table sets forth IFRS average balances of the assets and liabilities of the Bank for December 2006 and December 2005 for interest earning assets and interest bearing liabilities and provides the amount of interest earned or paid and the average rate of such liability as applicable.

31 December 31 December 2006 2005 Average Average Balance Interest Average Rate Balance Interest Average Rate (in thousands (in thousands (in thousands (in thousands of euro) of euro) (%) of euro) of euro) (%) Assets Interest earning assets Treasury bills, bonds...... 8,372,222 265,601 3.2 4,069,043 117,020 2.9 Loans and advances to customers...... 26,728,395 1,746,774 6.5 21,940,484 1,327,411 6.1 Loans and advances to banks.... 5,453,592 154,882 2.8 6,836,459 142,882 2.1 Non-interest bearing assets ...... 2,227,365 0 ç 2,120,190 0 ç Total assets (w/o derivatives).... 42,781,574 2,167,257 34,966,176 1,587,313

Liabilities Interest bearing liabilities Due to customers ...... 19,888,400 258,793 1.3 18,658,051 179,242 1.0 Due to banks...... 7,670,189 245,847 3.2 4,456,589 103,306 2.3 Bonded loans ...... 13,524,403 442,580 3.3 9,877,544 265,747 2.7 Non-interest bearing liabilities . 516,199 0 ç 532,102 0 ç Shareholder’s equity ...... 2,031,345 0 1,951,526 Liabilities and shareholder’s equity...... 43,630,535 947,220 35,475,813 548,295 Net interest income (w/o derivatives) ...... 1,220,037 1,039,018 947,220 548,295 int earning assets ...... 40,554,209 32,845,986 int earning liabilities...... 41,082,991 32,992,184 Other assets...... 1,971,329 (79,153) 1,477,830 (56,828) Other liabilities...... 1,122,368 968,193 Total net interest income ...... 1,140,884 982,190

Interest Earning Assets: Margin and Spread The following table shows the levels of average interest-earnings assets and net interest income of the Bank and the comparative gross yields, net interest margin and yield spread obtained for each of the periods indicated. These data are derived from the table of average balance and interest rates above.

At At 31 December 31 December 2006 2005 (in thousands of euro) Average interest earning assets...... 40,554,209 32,845,986 Interest Income...... 2,167,257 1,644,141 Net Interest Income ...... 1,140,884 982,190 Gross yield(1)...... 5.34% 5.01% Net interest margin(2)...... 2.81% 2.99% Spread(3) ...... 3.04% 3.34% Notes: (1) Gross yield represents interest income as a percentage of average interest-earning assets. (2) Net interest margin represents net interest income as a percentage of average interest-earning assets. (3) Spread represents the di¡erence between gross yield (interest income as a percentage of average interest earning assets) less interest expenses divided by interest-bearing liabilities.

62 Loan Portfolio Loans and advances to Customers: The following table provides details on the basic components of the Group’s loans and advances to customers analysed by economic and geographic sector risk concentrations as of 31 December 2005 and as of 31 December 2006 calculated in accordance with IFRS: As of As of 31 December 31 December 2006 2005 (millions of euro) Individuals Mortgages...... 8,812.3 6,937.7 Consumer...... 2,445.1 2,029.7 Credit cards...... 942.0 883.6 Other loans ...... 217.0 193.2 Total ...... 12,416.5 10,044.2 Companies Corporate loans...... 18,992.8 16,728.6 Leasing ...... 1,086.7 843.0 Factoring...... 495.7 386.6 Total ...... 20,575.2 17,958.2 Other receivables...... 196.5 302.2

Insurance activities Receivables from insurance and reinsurance activities...... 12.2 92.3 33,200.3 28,396.9 Less: Allowance for impairment losses ...... (977.3) (1,040.4) Total ...... 32,223.0 27,356.5

Loan Maturities: The following table sets forth the consolidated loans and advances to customers by time remaining until maturity as of 31 December 2006 and 31 December 2005: As of As of 31 December 31 December 2006 2005* (millions of euro) 1 year or less...... 11,703.8 9,213.4 More than 1 year ...... 20,519.2 18,143.1 Total ...... 32,223.0 27,356.5

* Including loans and advances to customers from discontinued operations (sale of Alpha Insurance)

Recent Developments Alpha Bank recently entered into an agreement for the sale of its subsidiary Alpha Insurance to AXA, a worldwide leader in ¢nancial protection. As part of the agreement Alpha Bank will be the exclusive distribution channel for AXA insurance products in Greece. The transaction was concluded on 23 March 2007 for EUR255,000,000. The sale provides an ideal background for Alpha Bank and AXA to combine their asset management and insurance knowledge to o¡er innovative life and non-life products of high quality and added value, with the intention of enhancing customers’ ability to manage their assets and meet their insurance needs. The Bank’s management in particular expects the transaction to strengthen its position in a market which it believes has promising prospects, during a period when it expects income and the demand for bancassurance products to grow both in Greece and in South Eastern Europe.

63 DIRECTORS AND MANAGEMENT

The Bank is managed by a Board of Directors comprising a minimum of nine and a maximum of 15 members elected by the shareholders in General Meeting. Directors hold o⁄ce for a term of ¢ve years and may be re-elected by the shareholders in General Meeting. The absence of a Director, from Board meetings for a period exceeding six consecutive months may be considered by the Board as constituting his resignation. The Board must elect its Chairman and Vice Chairman from among its members. The Board resolves all matters concerning management and administration of the Bank except those which, under the Articles of Incorporation or under applicable law, are the sole prerogative of shareholders in General Meeting. Following a request by at least two Directors, the Chairman is obliged to summon a Board meeting. Resolutions are adopted by an absolute majority of Directors present or represented, except in the case of share capital increases. A Director can only be represented in person by another Director. No Director can have more than two votes. To form a quorum, more than half of the Directors must be present in person and the number of Directors present in person in no case may be less than six. A Director may not vote on, or be counted in the quorum in relation to, any resolution concerning any contract or arrangement in which he, or certain of his relatives, is or are interested, directly or indirectly. The Bank is prohibited absolutely from making loans to Directors or guaranteeing their obligations; any other contract with a Director may only be entered into if such contract is approved by a General Meeting of the Shareholders of the Bank. The current Board was elected at the General Meeting held on 19 April 2005. The business address of the Chairman, the Managing Director and the Executive Directors and General Managers is 40 Stadiou Street, 102 52 Athens, Greece. The Board of Directors, while retaining responsibility for approving general policy and overall responsibility for signi¢cant decisions a¡ecting the Bank, delegates day-to-day management to the Chairman, the Managing Director and/or the General Managers of the Bank. Details concerning the members of the Board and General Managers are set out below.

BOARD OF DIRECTORS Chairman (Executive Member) Yannis S. Costopoulos Born in 1938. Studied Shipbuilding at King’s College, University of Durham, England. He begun his career in the Bank in 1963, and became Managing Director and General Manager in 1973, Chairman of the Board and General Manager in 1984, Chairman of the Board and Managing Director in 1996, and Executive Chairman as of 23 February 2005.

Vice Chairman (Non-Executive Member) Minas G. Tanes(2) Born in 1940. Chairman of Athens Brewery S.A. Member of the Bank’s Board since 2003. He was elected non-Executive Vice-Chairman in replacement of Mr. Kanellopoulos at the meeting of 27 July 2006.

EXECUTIVE MEMBERS Managing Director Demetrios P. Mantzounis Born in 1947. Studied Political Science at the University of Aix-Marseille. Has been with the Bank since 1973, and became General Manager in 2002. On 23 February 2005 he was elected Managing Director. He is Vice-Chairman of the Association.

Executive Directors and General Managers Marinos S. Yannopoulos(2) Born in 1953. Studied Economics at Sussex University (MA in Industrial Economics) and Business Administration at the Manchester Business School (MBA). He worked for 15 years abroad with Chase and then Exxon (London, New York, Frankfurt, Milan, Rome), and then for 2 years as General Manager of the

64 Ionian Bank. He has been with Alpha Bank since 1994, ¢rst as Executive General Manager and as of 23 February 2005 as General Manager and CFO.

Spyros N. Filaretos Born in 1958. Studied Economics at Manchester and Sussex Universities. Has been with the Bank since 1985. In 1997 he became an Executive General Manager and on 23 February 2005 General Manager. He is Chairman of the Executive Committee of the Hellenic Bank Association.

Artemis H. Theodoridis Born in 1959. Studied Economics and holds an MBA from the University of Chicago. Chairman and Managing Director of Alpha Finance, Executive General Manager of the Bank since 2002 and General Manager as of 23 February 2005. He has served as a member of the Board of the Athens Stock Exchange (1996-1999) and member of the Board of the Central Securities Depository (2000-2002).

NON-EXECUTIVE MEMBERS Giorgos E. Agouridis(1) Born in 1952. Lawyer and Chairman of the Greek Advisory Committee of the ‘‘Stavros S. Niarhos Foundation’’. Member of the Board since 2000.

So¢a G. Eleftheroudaki Born in 1954. Managing Director of the G. K. Eleftheroudakis Bookstore and Publishing Co. since 1983. Elected to the Bank’s Board in 2005.

Evangelos I. Kalousis(1)(2) Born in 1943. Chairman and Managing Director of NESTLE HELLAS S.A. Elected as a non-Executive member of the Board of Alpha Bank on 27 February 2007, replacing Mr. P. I. Athanasopoulos.

Pavlos G. Karakostas(1) Born in 1945. Chairman and Managing Director of GENKA Investment S.A. Elected to the Bank’s Board in 2000. He has served as Chairman of the Greek-British Chamber of Commerce and of the Greek Wine Association.

Nikolaos I. Manesis(3) Born in 1949. Chairman of the Board and Managing Director of the Thessaly Steel Industry Co. In 2005 he was also elected to the Bank’s Board.

NON-EXECUTIVE INDEPENDENT MEMBERS Pavlos A. Apostolidi(3) Born in 1942. Graduated from the Law School of the University of Athens. Member of the Board since 2004. He entered the Diplomatic Service in 1965 and served, inter alia, as Greek Ambassador to Cyprus and Permanent Representative of Greece to the European Union (in Brussels). In 1998 he became General Secretary of the Foreign Ministry and in 1999 he was appointed Director of the National Intelligence Service. He was pensioned-o¡ in November 2004.

Thanos M. Veremis Born in 1943. Professor of Political Science at the University of Athens since 1987. Member of the Bank’s Board since 2000. He is also a member of the Board of the Greek European and Foreign Policy Foundation since 1988, and served as its Chairman from 1995 to 2000.

Ioannis K. Lyras(3) Born in 1951. Chairman of the company Paralos Maritime Corporation S.A. Member of the Bank’s Board since 2005. He served as Chairman of the Association of Greek Ship-owners from 1997 to 2003. He represents the Association of Greek Ship-owners in the Board of the Association of European Ship-owners.

65 Secretary Ector P. Verykios Born in 1948. Holds a degree in Political Science from the University of Geneva and a Masters degree from Harvard University (USA). He worked at the Information Division of the International Secretariat of NATO in Brussels from 1973 to 1984. He has been with Alpha Bank since 1985, and in 1990 became Secretary of the Bank’s Board of Directors. (1) Member of the Audit Committee (2) Member of the Risk Management Committee (3) Member of the Remuneration Committee

EXECUTIVE COMMITTEE Yannis S. Costopoulos, Chairman Demetrios P. Mantzounis, Managing Director Marinos S. Yannopoulos, General Manager and CFO Spyros N. Filaretos, General Manager Artemis Ch. Theodoridis, General Manager Charalambos E. Papanayotou, Executive General Manager Christos H. Giampanas, Executive General Manager George A. Aronis, Executive General Manager Other than as disclosed above, no Director of the Bank has any activities outside of the Bank, which are signi¢cant with respect to the Bank. There are no potential con£icts of interest between the duties to the Bank of the persons listed above and their private interests or other duties. The Bank complies with general provisions of Greek law on corporate governance.

66 THE BANKING SECTOR IN GREECE

The Greek banking sector has been transformed during the last 15 years from a highly regulated and inward looking one into a competitive and dynamic sector contributing substantially to the outstanding performance of the Greek economy in the last 10 years. It has been transformed to one of the most competitive, outward looking sectors in the Greek economy, with its assets increasing more than fourfold in the last ten years.

The average rate of growth of bank lending to the private sector (corporates and households) has exceeded 20 per cent. since 2000, with average annual nominal GDP growth not exceeding 8.0 per cent. Lending to households grew at over 30 per cent. on average annually starting from a very low basis in 2000. Such a high rate of private sector credit growth was also stimulated by low euro area interest rates, and it has contributed importantly to the signi¢cant rise in the standard of living in Greece following the high rate of growth of GDP. Still, there is great potential for further growth since the Greek economy is still considered as relatively ‘‘under banked’’ by any measure used. Loans to domestic households and businesses reached 35 per cent. and 38 per cent. of GDP respectively at end-December 2006, compared with 60 per cent. and 64 per cent. of GDP respectively in the Euro-zone. Population per branch stands at 3.100, 20 per cent. higher than the euro area average; population per bank employee is 181, 25 per cent. higher than the euro area average and assets per employee amount to k4.600, 65 per cent. lower than the euro area average.

Today there are 62 banks operating in Greece, of which 22 are commercial banks, 16 cooperative banks, 23 branches of foreign banks and one special credit institution, the Postal Savings Bank which has been now transformed into a retail bank proper. The banking sector plays a dominant role in the ¢nancial sector, since it accounts for approximately 85 per cent. of total ¢nancial sector assets. If the ¢nancial subsidiaries of the banks are included as well, that is, insurance companies, mutual funds, brokerage houses etc, the ¢gure is close to 95 per cent. Banks with their subsidiaries represent about one-third of the capitalisation of the Athens Stock Exchange (ASE) and bank share prices have a proportionally greater impact on the general index of ASE.

The ¢ve largest banks control 66 per cent. of the banking system assets, which is lower than the 85 per cent. of the Netherlands and Belgium, close to the 69 per cent. of Portugal, but above the 45 per cent. of Austria. Until the mid-1990s one state controlled bank, the , had a market share of almost 50 per cent. and, as such, was e¡ectively the market maker. Almost ¢fteen years later, its domestic market share went down to 23 per cent., closely followed by two private banks with a market share of 18 per cent. each and two others with 10 per cent. each. The more even distribution of market shares does not leave much room for anti-competitive practices.

Moreover, mergers between smaller banks contribute to the creation of bigger banking groups that can withstand competition and expand domestically and abroad. The Greek banking system occupies now a place in Europe that corresponds to the size of the country with three Greek banks being among the 100 largest EU banks.

In 2006 the key driver of structural developments has been the acquisition of a 73 per cent. stake in by Credit Agricole, while the Postal Savings Bank was granted a banking license in conjunction with the sale of a 34 per cent. stake through an IPO on the Athens Stock Exchange.

Greek banks have accelerated their process of modernisation, especially by rapidly expanding the use of low cost electronic means of payments, and increasing the o¡er of sophisticated bank products, while improving their risk management techniques in line with Basel II. These developments are expected to further enhance competition to the bene¢t of the Greek consumer.

The Greek banking landscape can now be characterised as highly competitive. Competition is intense and a variety of new products are entering the market across the whole gambit of the banking portfolio. Financial innovation is more pronounced in mortgage loans, where demand for credit has been particularly strong.

The Greek banking system is in good health and this was veri¢ed by the detailed examination it underwent during the Financial Sector Assessment Program, which was undertaken by the Bank of Greece in 2005. Pro¢tability in the Greek banking sector is above EU average, which is partly explained by cyclical factors in 2006 the return on equity in Greece was 17.2 per cent. (2005: 15.8 per cent. compared with 12 per cent. for medium sized banks in the EU). Underlying the improvement in Greek banks’ pro¢tability was primarily a steady decrease in operating costs as a per cent. of their assets (2006: 2.0, 2002: 2.6). The non-Performing

67 Loans ratio (NPLs), although still higher than European averages, has declined to 6.0 per cent. in 2006 from 6.3 and 7.1 per cent. in 2005 and 2004 respectively due to increased write-o¡s. The remarkable containment of operating costs in recent years was a result of banks’ successful e¡orts to manage more e¡ectively both human resources and IT systems. These developments led to a considerable improvement in the e⁄ciency ratio (operating costs to operating income) to 48.6 per cent. in 2006 against 54.2 per cent. in 2005. It should be noted that in 2001 this ratio was close to 60 per cent. while its average for the 2001-2006 period was 60.1 per cent. Greek commercial banks’ capital adequacy remained satisfactory, despite the negative impact on their total own funds from the adoption of the IFRS. Underling the maintenance of a high CAR were capital increases and the widening of the share of supplementary and hybrid capital l Greek banks’ total regulatory capital. In 2006, Greek banks’ CAR came to 12.3 per cent. clearly higher than the regulatory minimum (8 per cent.). Also Tier 1 capital reached 8.2 per cent. which is satisfactory. Furthermore, the introduction of the Single European Payments Area will also allow Greek banks to exploit its advantages and thus reduce considerably the high cost of a cash-based banking system while providing more upgraded electronic fund transfer and direct debit services to their clients.

In the near future, it is estimated that one-half of the pro¢ts of the ¢ve largest Greek banks will be derived from their operations abroad and the rank of the Greek banks in the list of the European banks will continue to improve. The expansion of Greek banks in the neighbouring countries since the early 1990s has resulted in Greek banks’ share in the banking sector of Greece’s neighbours being around 20 per cent. Greek banks have some 1,200 branches with a total number of employees over 16,000 in South East Europe and, if Cyprus and Turkey are included, the number is close to 27,000. These are signi¢cant numbers for a region which is also under-banked. The Greek banking sector is now stronger, more diversi¢ed and more competitive than ever before. The growth outlook of the Greek banking sector remains favourable. The Greek banking system is rigorously and consistently applying internationally agreed prudential standards and fosters competition, thereby enabling Greece to develop as a regional ¢nancial hub, and o¡er cheaper as well as better services to its clients. A regional ¢nancial area will strengthen the trend for a growing number of foreign non-¢nancial companies, with activities both in South East Europe and the Middle East, to choose Greece to locate for their regional headquarters.

Economic Environment Greek banks operate in a stable economic environment with the economy growing at high rates and with good prospects for strong growth in the following years as well. Entry into the Eurozone (implying monetary stability and low interest rates) and the substantial investment programme of infrastructure projects associated with the Community Support Framework (CSF) III have contributed to the achievement of high rates of growth of about 4 per cent. in the period 2000-2006.

Market Share of the Five Largest Banks to December 2006 Deposits and Assets Lending repos (per cent.) 1998...... 63.4 62.3 69.7 1999...... 67.1 70.9 73.6 2000...... 65.2 68.8 71.8 2001...... 66.0 68.7 71.3 2002...... 66.5 64.9 68.1 2003...... 66.0 65.6 64.8 2004 (IFRS)...... 64.9 67.1 63.0 2005...... 65.5 67.8 61.0 2006...... 66.5 68.9 60.5 Source: Bank of Greece

68 Market Share of the Principal Commercial Banks in Greece as at 30 December 2006* Deposits and Assets Lending repos (per cent.) National Bank of Greece...... 19.7 17.9 21.4 Alpha Bank ...... 15.0 15.4 9.8 EFG Eurobank ...... 15.1 15.9 14.6 Emporiki Bank...... 7.0 9.5 7.9 ...... 9.0 10.2 7.0 Other ...... 34.2 31.1 39.3 * As of the total of the banking system.

69 SELECTED CONSOLIDATED FINANCIAL INFORMATION OF THE ALPHA BANK GROUP

The selected consolidated ¢nancial information of the Bank set out on pages 70 to 72 inclusive below is extracted from the audited consolidated ¢nancial statements of the Bank as at, and for the years ended, 31 December 2006 and 31 December 2005 and from the unaudited consolidated ¢nancial statements of the Bank as at, and for the three-month periods ended 31 March 2007 and 31 March 2006, prepared in accordance with IFRS. The notes and audit reports in respect of these ¢nancial statements are incorporated by reference in this Prospectus ç see ‘‘Information Incorporated by Reference’’. Set out below are consolidated balance sheet ¢gures for the Bank extracted from the audited consolidated ¢nancial statements of the Bank for the years ended 31 December 2006 and 31 December 2005 and from the unaudited consolidated ¢nancial statements for the three-month periods ended 31 March 2007 and 31 March 2006, prepared in accordance with IFRS.

Consolidated Balance Sheet 31 March 31 March 31 December 31 December 2007 2006 2006 2005 (in thousands of euro) ASSETS Cash and balance with Central Banks ...... 3,031,113 1,952,243 2,675,702 2,202,382 Due from banks ...... 8,981,976 5,315,863 4,636,712 4,775,229 Securities held for trading...... 235,240 420,814 305,991 122,638 Derivative ¢nancial assets ...... 328,323 179,186 245,676 138,997 Loans and advances to customers...... 33,848,372 28,068,578 32,223,034 27,356,543 Investment securities ^ Available-for-sale ...... 3,893,173 7,779,115 7,552,602 7,745,062 Investments in associates ...... 4,037 10,610 4,091 11,389 Investment property...... 47,002 29,528 31,518 29,550 Property, plant and equipment ...... 922,685 935,655 935,996 937,973 Goodwill and other intangible assets...... 115,684 103,721 117,138 107,436 Deferred tax assets ...... 303,018 229,451 276,973 202,519 Other assets...... 337,413 311,514 309,840 285,258 Non current assets held for sale...... 129,267 89,774 484,387 92,070 Total assets ...... 52,177,303 45,426,052 49,799,660 44,007,046 LIABILITIES Due to banks...... 4,784,369 7,777,607 6,686,526 8,128,599 Derivative ¢nancial liabilities...... 333,566 187,317 224,576 140,236 Due to customers...... 24,834,737 21,604,631 23,573,908 21,644,804 Debt securities in issue and other borrowed funds ... 16,541,314 10,719,630 13,789,253 9,192,626 Liabilities for current income tax and other taxes.... 155,410 161,852 129,077 128,202 Deferred tax liabilities...... 178,976 54,304 140,208 23,857 Employee de¢ned bene¢t obligations ...... 549,412 574,356 548,584 561,748 Other liabilities ...... 810,822 803,132 675,003 743,372 Provisions...... 49,005 336,477 65,263 317,871 Liabilities related to non-current-assets held for sale ...... 1,790 ç 353,595 3,047 Total liabilities...... 48,239,401 42,219,306 46,185,993 40,884,362 EQUITY Share capital...... 1,591,286 1,456,018 1,591,286 1,456,018 Share premium...... 127,961 125,685 127,961 125,685 Reserves...... 447,704 316,551 351,697 324,297 Amounts recognised directly in equity relating to non-current assets held for sale ...... ç ç (2,576) ç Retained earnings...... 888,050 575,826 686,018 506,985 Treasury shares...... (43,747) (188,316) (14,653) (188,316) 3,011,254 2,285,764 2,739,733 2,224,669 Minority interest...... 38,689 51,449 44,280 53,069 Hybrid securities...... 887,959 869,533 829,654 844,946 Total equity...... 3,937,902 3,206,746 3,613,667 3,122,684 Total liabilities and equity ...... 52,177,303 45,426,052 49,799,660 44,007,046

70 Set out below are consolidated income statement ¢gures for the Bank extracted from the audited consolidated ¢nancial statements of the Bank for the years ended 31 December 2006 and 31 December 2005 and from the unaudited consolidated ¢nancial statements for the three-month periods ended 31 March 2007 and 31 March 2006, prepared in accordance with IFRS.

Consolidated Income Statement 31 March 31 March 31 December 31 December 2007 2006 2006 2005 (in thousands of euro) Interest and similar income ...... 765,091 592,743 2,699,217 1,822,884 Interest expense and similar charges...... (402,952) (251,517) (1,281,601) (604,490) Net interest income ...... 362,139 341,226 1,417,616 1,218,394 Fee and commission income...... 116,268 99,681 434,093 378,408 Commission expense...... (8,800) (5,434) (33,985) (26,093) Net fee and commission income...... 107,468 94,247 400,108 352,315 Dividend income...... 383 186 2,700 2,580 Gains less losses on ¢nancial transactions ...... 29,928 24,159 55,496 25,248 Other income ...... 19,789 12,275 66,655 90,115 Total operating income ...... 519,707 472,093 1,942,575 1,688,652 Sta¡ costs ...... (127,305) (115,877) (476,085) (432,157) General administrative expenses...... (88,652) (75,940) (345,292) (301,647) Depreciation and amortisation expenses ...... (16,867) (15,572) (62,648) (59,561) Other expenses...... (665) (218) (3,431) (5,108) Total operating expenses ...... (233,489) (207,607) (887,456) (798,473) Impairment losses and provisions to cover credit risk ...... (62,383) (64,900) (253,954) (254,873) Share of pro¢t (loss) of associates...... (44) (252) (408) (1,165) Pro¢t before tax...... 223,791 199,334 800,757 634,141 Income tax...... (49,209) (46,901) (175,427) (132,071) Tax on reserves (article 10 Law 3513/06)...... ç ç (73,902) ç Pro¢t after tax from continuing operations ...... 174,582 152,433 551,428 502,070 Pro¢t after tax from discontinued operations...... 81,797 (1,290) 2,687 3,800 Net pro¢t before minority interest ...... 256,379 151,143 554,115 505,870 Attributable to equity holders of the Bank ...... 256,140 150,666 551,987 502,174 Attributable to minority interest...... 239 477 2,128 3,696 Earnings per share: From continuing and discontinued operations Basic earnings per share (k) ...... 0.63 0.38 1.40 1.25 Diluted earnings per share (k) ...... 0.63 0.38 1.40 1.25 From continuing operations Basic earnings per share (k) ...... 0.43 0.38 1.40 1.24 Diluted earnings per share (k) ...... 0.43 0.38 1.39 1.24 Notes: The income statement for the year ended 31 December 2005 has been restated due to the adoption of IFRS 5 for the presentation of discontinued operations. The income statement for the three-month period ended 31 March 2006 has been restated due to the adoption of IFRS 5 for the presentation of discontinued operations.

71 Set out below are consolidated cash £ow statement ¢gures for the Bank extracted from the audited consolidated ¢nancial statements of the Bank at years ended 31 December 2006 and 31 December 2005 and from the unaudited consolidated ¢nancial statements for the three-month periods ended 31 March 2007 and 31 March 2006, prepared in accordance with IFRS.

Consolidated Cash Flow Statement 31 March 31 March 31 December 31 December 2007 2006 2006 2005 (in thousands of euro) Cash £ows from operating activities Pro¢t before tax from continuing operations...... 223,791 199,334 800,757 634,141 Adjustments for: Depreciation of property, plant and equipment...... 11,565 11,048 43,543 43,978 Amortisation of intangible assets ...... 5,303 4,524 19,105 15,583 Impairment losses from loans and provisions...... 64,657 66,010 264,332 271,851 Other adjustments ...... 1,181 1,181 5,157 2,245 Gains (losses) from investing activities...... (8,970) (12,581) (28,489) (18,661) Gains (losses) from ¢nancing activities...... 47,583 44,215 89,552 35,548 Share of (pro¢t) loss of associates...... 44 252 408 1,165 345,154 313,983 1,194,365 985,850 Net (increase) decrease in assets relating to operating activities: Due from banks...... (771,047) (931,944) (1,426,869) 108,777 Securities held for trading and derivative ¢nancial assets...... (11,896) (338,365) (290,032) 72,100 Loans and advances to customers ...... (1,704,085) (776,850) (5,209,213) (5,085,581) Other assets ...... (25,147) (22,729) (86,348) (46,408) Net increase (decrease) in liabilities relating to operating activities: Due to banks ...... (1,902,157) (350,992) (1,442,073) 6,578,688 Derivative ¢nancial liabilities...... 108,990 47,081 84,340 (88,709) Due to customers...... 3,730,340 1,472,464 6,512,073 3,400,158 Other liabilities ...... 55,057 49,877 (77,045) 44,737 Net cash from operating activities before taxes ...... (174,791) (537,475) (740,802) 5,969,612 Income and other taxes paid ...... (10,402) (24,970) (202,328) (158,401) Net cash £ows from continuing operating activities...... (185,193) (562,445) (943,130) 5,811,211 Cash £ows from investing activities Acquisitions of subsidiaries and associates...... (4,824) (992) (11,376) (220,176) Proceeds from sale of investments (subsidiaries and associates)... ç 2,523 13,167 6,749 Dividends received...... 383 186 2,700 2,580 Purchase of property, plant and equipment...... (27,159) (11,885) (118,648) (55,680) Disposal of property, plant and equipment ...... 13,036 669 13,168 9,558 Net (increase) decrease in investment securities...... 3,762,205 (78,844) (14,569) (5,760,268) Net cash £ows from continuing investing activities...... 3,743,641 (88,343) (115,558) (6,017,237) Cash £ows from ¢nancing activities Exercise of share options...... ç ç 1,314 ç Dividends paid...... (1,406) (1,563) (236,371) (171,887) (Purchase) Sale of treasury shares ...... (29,094) ç 266,267 (169,490) Proceeds from the issue of loans...... 503,762 14,367 13,658 121,969 Repayment of loans ...... (300,000) (6,856) (40,056) (21,733) Proceeds from the issue of Hybrid securities...... 73,483 24,587 ç 547,593 Purchase of Hybrid securities...... ç ç (19,286) ç Dividends paid to Hybrid securities holders ...... (37,267) (37,359) (51,006) (13,815) Net cash £ows from continuing ¢nancing activities ...... 209,478 (6,824) (65,480) 292,637 E¡ect of exchange rate £uctuations on cash and cash equivalents (2,081) 3,185 31,909 (1,949) Net increase (decrease) in cash and cash equivalents from continuing operations ...... 3,765,845 (654,427) (1,092,259) 84,662 Net cash £ows from discontinued operating activities ...... ç 4,974 762 16,204 Net cash £ows from discontinued investing activities ...... 160,700 7,762 1,514 (3,436) Net cash £ows from discontinued ¢nance activities ...... ç ç ç ç Net increase (decrease) in cash and cash equivalents from discontinued operations 160,700 12,736 2,276 12,768 Cash and cash equivalents at beginning of the period...... 4,575,831 5,665,814 5,665,814 5,568,384 Cash and cash equivalents at end of the period ...... 8,502,376 5,024,123 4,575,831 5,665,814 Notes: The cash £ow statement for the year ended 31 December 2005 has been restated due to the adoption of IFRS 5 for the presentation of discontinued operations. The cash £ow statement for the three-month period ended 31 March 2006 has been restated due to the adoption of IFRS 5 for the presentation of discontinued operations.

72 TAXATION

The following is a general description of certain Jersey and Greek and other 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 the consequences under the tax laws of the country of which they are resident for tax purposes and the tax laws of Jersey and Greece of acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes. 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. Also investors should note that the appointment by an investor in Notes, or any person through which an investor holds Notes, of a custodian, collection agent or similar person in relation to such Notes in any jurisdiction may have tax implications. Investors should consult their own tax advisers in relation to the tax consequences for them of any such appointment.

Jersey General Issues The Issuer has obtained ‘‘exempt company’’ status within the meaning of Article 123A of the Income Tax (Jersey) Law, 1961, as amended, for the calendar year ending 31st December, 2007. The Issuer will be required to pay an annual exempt company charge which is currently »600 in respect of each subsequent calendar year during which it wishes to continue to have ‘‘exempt company’’ status. The retention of ‘‘exempt company’’ status is conditional upon and subject to the Comptroller of Income Tax in Jersey being satis¢ed that no Jersey resident has a bene¢cial interest in the Issuer, except as permitted by the Comptroller of Income Tax. As an ‘‘exempt company’’ the Issuer will not be liable to Jersey income tax other than on Jersey source income (except by concession bank deposit interest on Jersey bank accounts). For so long as the Issuer is an ‘‘exempt company’’, payments in respect of the Notes will not be subject to taxation in Jersey (unless the holder is resident in Jersey) and no withholding in respect of taxation will be required on any such payment made to a holder. Under current Jersey law there are no death or estate duties, capital gains, gift, wealth, inheritance or capital transfer taxes. No stamp duty is levied in Jersey on the issue or transfer of the Notes. In the event of the death of an individual sole holder, duty at rates of up to 0.75 per cent. of the value of the Notes held may be payable on the registration of Jersey probate or letters of administration which may be required in order to transfer or otherwise deal with Notes held by the deceased individual holder.

European Union Directive on the Taxation of Savings Income Jersey is not part of the EU and is not subject to the EU Savings Tax Directive or other EU ¢scal legislation. However, in keeping with Jersey’s policy of constructive international engagement (and in line with steps taken by other relevant third countries) the Island has now entered into various agreements regarding the European Union directive on the taxation of savings income in the form of interest payments (the ‘‘EU Savings Tax Directive’’). The States of Jersey have introduced a system which permits, either: 1. the disclosure of information concerning details of payments of interest (or other similar payments) and the identity of an individual bene¢cial owner of the interest to the tax authority of the EU jurisdiction where the owner of the interest payment is resident; or 2. the imposition of a retention or withholding tax in respect of payments of interest (or other similar income) made to an individual bene¢cial owner resident in an EU member state by a paying agent situate in Jersey or an EU member state. The retention tax system will apply for an initial transitional period during which tax would be retained from such payments, instead of communicating the details of such payments to the tax authorities of the EU member state in which the individual bene¢cial owner is resident (the transitional period is prior to the implementation of a system of automatic communication among all EU member states of information regarding interest payments). (The terms ‘‘bene¢cial owner’’ and ‘‘paying agent’’ are de¢ned in the bilateral agreements entered into between Jersey and each of the EU member states relating to the treatment of savings income).

73 Where the Issuer has appointed a paying agent located outside Jersey, the Issuer is not required to make any disclosures or levy retention tax. However, the rules applicable in the jurisdiction where the paying agent is located will apply. The requirements in respect of information disclosure or retention tax will not apply to companies, partnerships or to most types of trusts, nor will they apply to individuals who are resident outside the EU.

European Union Code of Conduct on Business Taxation On 3 June 2003, the European Union Council of Economic and Finance Ministers reached political agreement on the adoption of a Code of Conduct on Business Taxation. Jersey is not a member of the European Union, however, the Policy & Resources Committee of the States of Jersey announced that, in keeping with Jersey’s policy of constructive international engagement, it intended to propose legislation to replace the Jersey exempt company regime by the end of 2008 with a general zero rate of corporate tax. In addition, such proposed legislation provides that the pro¢ts of certain companies which are regulated by the Jersey Financial Services Commission (the ‘‘JFSC’’) will be taxed at 10 per cent. On 30 January 2007, the States of Jersey approved the Draft Income Tax (Amendment No. 28) (Jersey) Law (the ‘‘Draft Law’’) which provides that, subject to certain transitional provisions, from 1 January 2009, the general basic rate of income tax on the pro¢ts of companies regarded as resident in Jersey or having a permanent establishment in Jersey, will be 0 per cent. and that only a limited number of ¢nancial services companies which are regulated by the JFSC under the Financial Services (Jersey) Law 1998, the Banking Business (Jersey) Law 1991 or the Collective Investment Funds (Jersey) Law 1988, shall be subject to income tax at a rate of 10 per cent. The Draft Law also provides that the new tax regime will apply for the year of assessment 2008 in relation to companies which are ¢rst regarded as resident in Jersey or which have a permanent establishment in Jersey, on or after 3 June 2008. The Draft Law has not yet been sanctioned by Order in Council or registered by the Royal Court and accordingly is not yet in e¡ect.

Greece The following discussion of Greek taxation, as it relates to the Notes and to the Guarantee of the Notes, is of a general nature and is based on the provisions of tax laws as very recently amended (e¡ective as of 1 January 2007) and currently in force in Greece. Since limited precedent, administrative guidelines or evidence of practical application of the Greek taxation framework on withholding taxes, as amended, exists, the discussion below on Greek withholding tax is quali¢ed in its entirety. Holders who are in doubt as to their personal tax position should consult their professional advisers.

A. Greek withholding tax ^ Payments of interest under the Notes In relation to payments under the Notes which represent accrued interest: (1) a withholding tax of 10 per cent. will be imposed on Holders of Notes who are tax residents in Greece and on holders who maintain for tax purposes, a permanent establishment in Greece. Such withholding will be imposed by credit institutions registered or established in Greece, qualifying as ‘‘paying agents’’ in the sense of par. 2(a) of article 4 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’’), upon collection of interest on behalf of the Greek tax residents. Such withholding exhausts the tax liability of certain categories of Greek tax residents, including among others, individual holders, credit institutions or insurance undertakings. Notwithstanding the above, no Greek withholding will be imposed on individual holders, providing evidence that they have not received or secured such interest for their own bene¢t, in the sense of article 4 par. 1 (a) to (c) of the Implementing Law. and (2) no withholding tax on account of Greek tax laws will be imposed on Holders who are not Greek tax residents or do not maintain for tax purposes, a permanent establishment in Greece, to the extent that such payment of interest under the Notes is e¡ected outside Greece. No Greek withholding tax will be imposed on payments of principal under the Notes by the Issuer.

74 ^ Payments of interest under the Guarantee of the Notes In relation to payments made to Holders by the Bank under the Guarantee of the Notes which represent accrued interest on the Notes: (1) a withholding tax of 20 per cent., which does not exhaust the tax liability of the holder, will be imposed on holders of Notes who are tax resident in Greece and on holders who maintain, for tax purposes, a permanent establishment in Greece, unless payment of interest under the Guarantee of the Notes, quali¢es as ‘‘interest’’ in the sense of article 4 par. 3 of the Implementing Law, the Guarantor acts as ‘‘paying agent’’ in the sense 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, in the sense of article 4 par. 1 (a) to (c) of the Implementing Law. In such a case no Greek withholding tax shall apply. and (2) a withholding tax of 25 per cent., which exhausts the tax liability of a holder of Notes, will be imposed on holders of Notes who are companies or legal entities (other than ‘‘residual entities’’ of art. 4 par. 2 of the Implementing Law), and who are not resident in Greece and do not maintain for tax purposes a permanent establishment in Greece. However, if such a holder of a Note 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 holder of an Note presents a tax residence certi¢cate issued at a date not later than one year before such certi¢cate is presented. No Greek withholding tax will be imposed on payments of principal under the Guarantee of the Notes by the Bank.

B. 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). 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 Greek 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 of the Notes, 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 a resident 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.

Luxembourg The following is a general description of certain Luxembourg tax considerations relating to the Notes. It speci¢cally contains information on taxes on the income from the Notes withheld at source and provides an indication as to whether the Issuer assumes responsibility for the withholding of taxes at the source. It does not purport to be a complete analysis of all tax considerations relating to the Notes, whether in Luxembourg or elsewhere. Prospective purchasers of the Notes should consult their own tax advisers as to which countries’ tax

75 laws could be relevant to acquiring, holding and disposing of the Notes payments of interest, principal and/or other amounts under the Notes and the consequences of such actions under the tax laws of Luxembourg. This summary is based upon the law as in e¡ect on the date of this Prospectus. The information contained within this section is limited to withholding taxation issues, and prospective investors should not apply any information set out below to other areas, including (but not limited to) the legality of transactions involving the Notes. All payments of interest and principal by the Luxembourg Paying Agent under the Notes can be made free and clear of any withholding or deduction for or on account of any taxes of whatsoever nature imposed, levied, withheld, or assessed by Luxembourg or any political subdivision or taxing authority thereof or therein, in accordance with the applicable Luxembourg law, subject however to: (i) the application of the Luxembourg law of 21 June 2005 implementing the European Union Savings Directive (Council Directive 2003/48/EC) and providing for the possible application of a withholding tax (15 per cent. from 1 July 2005 to 30 June 2008, 20 per cent. from 1 July 2008 to 30 June 2011 and 35 per cent. from 1 July 2011) on interest paid to certain non-Luxembourg resident investors (individuals and certain types of entities called ‘‘residual entities’’) in the event of the Issuer appointing a paying agent in Luxembourg within the meaning of the above-mentioned directive (see, paragraph ‘‘Taxation ç EU Savings Tax Directive’’ below); (ii) the application as regards Luxembourg resident individuals of the Luxembourg law of 23 December 2005 which has introduced a 10 per cent. ¢nal withholding tax on savings income (i.e. with certain exemptions, savings income within the meaning of the Luxembourg law of 21 June 2005 implementing the European Union Savings Directive). This law should apply to savings income accrued as from 1 July 2005 and paid as from 1 January 2006. Responsibility for the withholding of tax in application of the above-mentioned Luxembourg laws of 21 June 2005 and 23 December 2005 is assumed by the Luxembourg paying agent within the meaning of these laws and not by the Issuer.

EU Savings Tax Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member State is required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual resident in that other Member State; however, for a transitional period, Austria, Belgium and Luxembourg may instead apply a withholding system in relation to such payments, deducting tax at rates rising over time to 35 per cent. The transitional period is to terminate at the end of the ¢rst full ¢scal year following agreement by certain non-EU countries to the exchange of information relating to such payments. Also with e¡ect from 1 July 2005, a number of non-EU countries, and certain dependent or associated territories of certain Member States, including Jersey, have agreed to adopt similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident in a Member State. In addition, the Member States have entered into provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident in one of those territories.

76 SUBSCRIPTION AND SALE

Deutsche Bank AG, London Branch and Morgan Stanley & Co. International plc (together, the ‘‘Lead Managers’’) have, in a subscription agreement dated 25 July 2007 (the ‘‘Subscription Agreement’’) and made between the Issuer, the Bank and the Lead Managers upon the terms and subject to the conditions contained therein, jointly and severally agreed to subscribe for the Notes at their issue price of 99.776 per cent. of their principal amount plus any accrued interest in respect thereof and less a combined management and underwriting commission of 0.5 per cent. of their principal amount. The Issuer (failing which, the Bank) has also agreed to reimburse the Lead Managers for certain of their expenses incurred in connection with the management of the issue of the Notes. The Lead Managers are entitled in certain circumstances to be released and discharged from their obligations under the Subscription Agreement prior to the closing of the issue of the Notes.

United Kingdom Each Lead Manager has further represented, warranted and undertaken that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an 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 the Notes in circumstances in which Section 21(1) of the FSMA does not or, in the case of the Bank, would not, if it was not an authorised person, apply to the Issuer or the Bank; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

United States of America 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, U.S. 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 U.S. 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 U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code and regulations thereunder.

Each Lead Manager has agreed that, except as permitted by the Subscription Agreement, it will not o¡er, sell or deliver the Notes, (a) as part of their distribution at any time or (b) otherwise, until 40 days after the later of the commencement of the o¡ering and the issue date of the Notes, within the United States or to, or for the account or bene¢t of, U.S. persons, and that it will have sent to each dealer to which it sells Notes during the distribution compliance period 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, U.S. persons.

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

Jersey The Notes may not be:

1. o¡ered to, sold to or purchased by, or for the account of, persons resident for income tax purposes in Jersey (other than a ¢nancial institution in the ordinary course of business); or

2. transferred to a person resident for income tax purposes in Jersey (other than a ¢nancial institution in the ordinary course of business) unless the Registrar of Companies in Jersey is satis¢ed that the bene¢cial owner thereof is not resident in Jersey for income tax purposes.

A ¢nancial institution means a bank, ¢nance house, insurance company, investment trust or fund, mutual fund or society, pension fund and any other institution of a similar nature.

77 Greece The Hellenic Republic has implemented directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 of the ‘‘prospectus to be published when securities are o¡ered to the public or admitted to trading and amending Directive 2001/34/EC’’ by virtue of law 3401/2005 (Gov. Gazette A’ issue No 257/17.10.2005, the ‘‘Implementing Law’’). The Notes may not (i) be o¡ered or sold to the public, in the sense of article 2 par.(d) of the Implementing Law, in the Hellenic Republic; or (ii) be publicly o¡ered or sold, in the sense of article 2 par.(d) of the Implementing Law, in or to persons in the Hellenic Republic, or be engaged in advertisements, notices, statements or other actions in the Hellenic Republic with a view to o¡ering the Notes to the public, in the sense of article 2 par.(d) of the Implementing Law, in the Hellenic Republic. All applicable provisions of the Implementing Law, Law 876/1979 and Law 2396/1996 must be complied with, with respect to anything done in relation to any o¡ering of any Notes in, from or otherwise involving the Hellenic Republic.

General Each Lead Manager has represented, warranted and agreed that it has complied and will comply with all applicable laws and regulations in each country or jurisdiction in which it purchases, o¡ers, sells or delivers Notes or possesses, distributes or publishes this Prospectus or any other o¡ering material relating to the Notes. Persons into whose hands this Prospectus comes are required by the Issuer, the Bank and the Lead Managers to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, o¡er, sell or deliver Notes or possess, distribute or publish this Prospectus or any other o¡ering material relating to the Notes, in all cases at their own expense.

78 GENERAL INFORMATION

Authorisation 1. The creation and issue of the Notes has been duly authorised by a resolution of the Board of Directors of the Issuer dated 23 July 2007. 2. The giving of the Guarantee of the Notes has been authorised by a resolution of the Board of Directors of the Bank dated 26 June 2007.

Legal and Arbitration Proceedings 3. There are no governmental, legal or arbitration proceedings, (including any such proceedings which are pending or threatened, of which the Issuer or the Bank is aware), which may have, or have had during the 12 months prior to the date of this Prospectus, a signi¢cant e¡ect on the ¢nancial position or pro¢tability of the Issuer, the Bank or the Group.

Signi¢cant/Material Change 4. Since 31 December 2006, there has been no material adverse change in the prospects of the Issuer nor any signi¢cant change in the ¢nancial or trading position of the Issuer. 5. Since 31 December 2006 there has been no material adverse change in the prospects of the Bank or the Group. Since 31 March 2007 there has been no signi¢cant change in the ¢nancial or trading position of the Bank or the Group.

Auditors 6. The unconsolidated ¢nancial statements of the Issuer have been audited without quali¢cation for the years ended 31 December 2006 and 2005 by KPMG Channel Islands Limited, 5 St. Andrew’s Place, Charing Cross, St. Helier, Jersey JE4 8WQ, the independent auditors of the Issuer. The consolidated and unconsolidated ¢nancial statements of the Bank have been audited without quali¢cation for the years ended 31 December 2006 and 2005 by KPMG Kyriacou Certi¢ed Auditors A.E., 3 Stratigou Tombra Street, Aghia Paraskevi GR-153 42, Athens, the independent auditors of the Bank. 7. KPMG, Athens is a member of the Institute of Certi¢ed Auditors and Accountants of Greece. 8. KPMG Channel Islands Limited is a member ¢rm of the Institute of Chartered Accountants in England and Wales.

Documents on Display 9. Copies of the following documents (together with English translations thereof) may be inspected during normal business hours at the registered o⁄ces of the Issuer, the Bank and from the speci¢ed o⁄ces of the Paying Agents for the time being in London and Luxembourg, free of charge: (i) the constitutional documents of Alpha Group Jersey Limited and Alpha Bank A.E. (in English); (ii) the audited consolidated ¢nancial statements of Alpha Bank A.E. and audited unconsolidated ¢nancial statements of Alpha Group Jersey Limited in respect of the ¢nancial years ended 31 December 2006 and 31 December 2005; (iii) the most recently published audited consolidated and unconsolidated annual ¢nancial statements of Alpha Bank A.E. and audited unconsolidated ¢nancial statements of Alpha Group Jersey Limited and the most recently published quarterly unaudited ¢nancial statements of Alpha Bank A.E., being as at the date hereof, 31 March 2007. Alpha Group Jersey Limited does not produce consolidated ¢nancial statements; (iv) the Subscription Agreement, the Agency Agreement, the Deed of Covenant and the Deed of Guarantee; (v) a copy of this Prospectus; and (vi) any future supplements to this Prospectus and any other documents incorporated herein or therein by reference. In addition, this Prospectus and the documents incorporated by reference to this Prospectus and any Notices published in Luxembourg in accordance with Condition 13 (Notices) may be available in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu).

79 Neither the Issuer nor the Bank intend to provide post-issuance information on an underlying.

ISIN and Common Code 10. The Notes have been accepted for clearance through Euroclear, of 1, Boulevard du Roi Albert II, B-1210 Brussels, Belgium, and Clearstream, Luxembourg, of 42, Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg. The ISIN is XS0313221110 and the common code is 031322111.

Third Party Information 11. Where information has been sourced from a third party, such information has been accurately reproduced and as far as the Issuer or the Bank is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Expenses 12. The total expenses related to the admission of the Notes to trading on the Luxembourg Stock Exchange regulated market amount to approximately EUR10,500.

Bank of Greece Requirements 13. No 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 without the prior consent of the Bank of Greece.

80 REGISTERED OFFICE OF THE ISSUER REGISTERED OFFICE OF THE BANK Alpha Group Jersey Limited Alpha Bank A.E. Whiteley Chambers 40 Stadiou Street Don Street GR-102 52 Athens St. Helier Greece Jersey JE4 9WG Channel Islands

FISCAL AGENT, PAYING AGENT, TRANSFER REGISTRAR AGENTANDAGENTBANK Citibank, N.A. Citibank, N.A. Citigroup Centre Citigroup Centre Canada Square Canada Square Canary Wharf Canary Wharf London E14 5LB London E14 5LB England England

PAYING AND TRANSFER AGENT Banque Internationale a' Luxembourg 69 route d’Esch L-2953 Luxembourg Luxembourg

LEGAL ADVISERS To the Issuer and the Bank To the Issuer and the Bank as to Greek law: as to Jersey law: Law O⁄ce Ogier T.J. Koutalidis Whiteley Chambers 4 Valaoritou Street Don Street GR-106 71 Athens St. Helier Greece Jersey JE4 9WG Channel Islands

To the Issuer and the Bank as to English law: Allen&OveryLLP One Bishops Square London E1 6AO England

To the Lead Managers as to English law: Cli¡ord Chance LLP 10 Upper Bank Street London E14 5JJ England

AUDITORS TO THE ISSUER AUDITORS TO THE BANK KPMG Channel Islands Limited KPMG Kyriacou Certi¢ed Auditors A.E. 5 St. Andrew’s Place 3 Stratigou Tombra Street Charing Cross Aghia Paraskevi St. Helier GR-153 42 Athens Jersey JE4 8WQ Greece Channel Islands

81 greenaways. 172028