MARFIN EGNATIA BANK S.A. - Irish Stock Exchange

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Lack of liquidity in the secondary market may adversely affect the market value of the Covered Bonds As at the date of this Base Prospectus, the secondary market for asset backed securities is experiencing disruptions resulting from reduced investor demand for such securities. This has had a material adverse impact on the market value of asset backed securities and resulted in the secondary market for asset backed securities experiencing very limited liquidity. Structured investment vehicles, hedge funds, issuers of collateralised debt obligations and other similar entities that are currently experiencing funding difficulties have been forced to sell asset backed securities into the secondary market. The price of credit protection on asset backed securities through credit derivatives has risen materially. Limited liquidity in the secondary market may continue to have an adverse effect on the market value of asset backed securities, especially those securities that are more sensitive to prepayment, credit or interest rate risk and those securities that have been structured to meet the requirements of limited categories of investors. Consequently, whilst these market conditions persist, an investor in Covered Bonds may not be able to sell or acquire credit protection on its Covered Bonds readily and market values of Covered Bonds are likely to fluctuate. Any of these fluctuations may be significant and could result in significant losses to an investor. It is not known for how long these market conditions will continue or whether they will worsen. <strong>Exchange</strong> rate risks and exchange controls The Issuer will pay principal and interest on the Covered Bonds in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit other than the Specified Currency (the "Investor's Currency"). These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency equivalent yield on the Covered Bonds, (2) the Investor's Currency equivalent value of the principal payable on the Covered Bonds and (3) the Investor's Currency equivalent market value of the Covered Bonds. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. General legal investment considerations The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Covered Bonds are legal investments for it, (2) Covered Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Covered Bonds. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Covered Bonds under any applicable risk based capital or similar rules. Implementation of Basel II risk-weighted asset framework may result in changes to the risk-weighting of the Covered Bonds Following the issue of proposals from the Basel Committee on Banking Supervision for reform of the 1988 Capital Accord, a framework has been developed which places enhanced emphasis on market discipline and sensitivity to risk. An updated version of the text of the proposed framework was published in November 2005 under the title "Basel II: International Convergence of Capital Management and Capital Standards: a Revised Framework" (the "Framework"). The Framework is being implemented in stages (partly from year end 2006 and the most advanced from year end 2007). However, the Framework is not self-implementing and, accordingly, implementation dates in participating countries are dependent on the relevant national implementation process in those countries. As and when implemented, the Framework may affect risk-weighting of the Covered Bonds for investors who are subject to capital adequacy requirements that follow the Framework. Consequently, investors should consult their own advisers as to the consequences to and effect on them of the application of the - 29 -
Framework and any relevant implementing measures. Proposals and guidelines for implementing the Framework in certain participating jurisdictions are still in development and no predictions can be made as to the precise effects of potential changes on the Covered Bonds, the Issuer, any investor or otherwise. Factors relating to the structure of a particular issue of Covered Bonds A wide range of Covered Bonds may be issued under the Programme. A number of these Covered Bonds may have features which contain particular risks for potential investors. Set out below is a description of the most common such features: Covered Bonds subject to optional redemption by the Issuer An Issuer optional redemption feature is likely to limit the market value of Covered Bonds. During any period when the Issuer may elect to redeem Covered Bonds, the market value of those Covered Bonds generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any such redemption period. The Issuer may be expected to redeem Covered Bonds when its cost of borrowing is lower than the interest rate on the Covered Bonds. At those times, an investor generally would not be able to reinvest the redemption proceeds at an interest rate as high as the interest rate on the Covered Bonds being redeemed. Potential investors should consider reinvestment risk in light of other investments available at that time. Fixed Rate Covered Bonds Investment in Fixed Rate Covered Bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Covered Bonds. Variable Interest Covered Bonds with a multiplier or other leverage factors Covered Bonds with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of such features or other similar related features, their market values may be even more volatile than those for securities that do not include such features. Fixed/Floating Rate Covered Bonds The Issuer may issue Covered Bonds which bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Covered Bonds since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Covered Bonds may be less favourable than the prevailing spreads on comparable Floating Rate Covered Bonds tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Covered Bonds. If the Issuer converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than the then prevailing rates on its Covered Bonds. Index Linked Interest Covered Bonds and Dual Currency Interest Covered Bonds The Issuer may issue Covered Bonds with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a "Relevant Factor"). In addition, the Issuer may issue Covered Bonds with principal or interest payable in one or more currencies which may be different from the currency in which the Covered Bonds are denominated. Potential investors should be aware that: (i) (ii) (iii) the market price of such Covered Bonds may be volatile; they may receive no interest; payment of principal or interest may occur at a different time or in a different currency than expected; - 30 -
Page 1 and 2: MARFIN EGNATIA BANK S.A. (incorpora
Page 3 and 4: Neither this Base Prospectus nor an
Page 5 and 6: PRINCIPAL PARTIES Issuer: Servicer:
Page 7 and 8: applicable Final Terms) (each, the
Page 9 and 10: English Law Security Deed: Cross co
Page 11 and 12: in connection with the offering and
Page 13 and 14: CREATION AND ADMINISTRATION OF THE
Page 15 and 16: Disposal of the Loan Assets: Follow
Page 17 and 18: Amendments to Statutory Tests and C
Page 19 and 20: of the chosen hedging policy with d
Page 21 and 22: Collateral Ledgers; (g) (h) (i) (j)
Page 23 and 24: Programme Payment Date Payments Pri
Page 25 and 26: Pursuant to the Credit Facility Agr
Page 27 and 28: DOCUMENTS INCORPORATED BY REFERENCE
Page 29: Conditions and the Issuer will make
Page 33 and 34: If the Issuer is obliged to pay a t
Page 35 and 36: any particular region, should exper
Page 37 and 38: equest of the total outstanding bal
Page 39 and 40: markets may cause changes in the va
Page 41 and 42: monitoring procedures will reduce t
Page 43 and 44: and exemptions laid down in the Cre
Page 45 and 46: "ANY UNITED STATES PERSON WHO HOLDS
Page 47 and 48: TERMS AND CONDITIONS OF THE COVERED
Page 49 and 50: (i) (ii) the Servicer has, by arran
Page 51 and 52: "Floating Rate Covered Bonds" means
Page 53 and 54: demonstrate that adequate reserves
Page 55 and 56: (b) the product of the Accrual Yiel
Page 57 and 58: the original Tranche and the terms
Page 59 and 60: each Holder of Registered Bonds in
Page 61 and 62: 7.4 Calculation period of less than
Page 63 and 64: 7.11 Notification of Interest Rate
Page 65 and 66: (vi) if 30/360, 360/360 or Bond Bas
Page 67 and 68: 8.3 Redemption at the option of the
Page 69 and 70: 8.9 Cancellation: All Covered Bonds
Page 71 and 72: 9.8 Unmatured Receipts Void: On the
Page 73 and 74: the Issuer shall pay such additiona
Page 75 and 76: 13.2 Proceedings: The Trustee may a
Page 77 and 78: indemnified to its satisfaction) up
Page 79 and 80: (b) published in a leading English
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FORM OF FINAL TERMS Set out below i
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(ii) Extended Final Maturity Date:
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(x) Other terms relating to the met
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(iv) Business Day Convention: [Floa
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any, of calculation of such amount(
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(ii) Instalment Date(s): [Not Appli
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3. [SWAPS Interest Rate Swap Provid
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(viii) Paying Agent(s) (if any): In
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SUMMARY OF THE GREEK COVERED BOND L
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e taken in the event of insolvency
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DESCRIPTION OF THE ISSUER 1. Overvi
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2006 The Marfin Group increases its
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enting, promotion of products and s
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Executive members: Andreas E. Vgeno
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Mr Markos Foros was born in Chios a
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The greatest fraction of loans was
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independent status. Besides benefit
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In order to quantify risk, the Risk
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The delegated approval authority le
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• Prevention and response procedu
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The subordinated debt is used as se
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Specific provisions 50,154.00 91,16
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The online investment site, via an
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over the second position in the tra
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Bank of Cyprus, Citibank and HSBC,
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• consumer credit and personal lo
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Following the adoption of Basel II
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institution’s qualifying holdings
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Mortgage Products ISSUER'S STANDARD
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from the customer's monthly income
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THE MORTGAGE AND HOUSING MARKET IN
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proceedings. Three working days aft
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estriction does not apply to the se
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DESCRIPTION OF PRINCIPAL DOCUMENTS
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(v) (vi) (vii) (viii) (ix) (x) (xi)
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(iii) in respect of which all acts,
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Sale of Selected Loans and their Re
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Programme Payment Date prior to the
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(b) (c) a first fixed charge over t
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Where required to hedge such risks,
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TAXATION The following is a general
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SUBSCRIPTION AND SALE Covered Bonds
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(c) General compliance: it has comp
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(k) (l) (m) (n) (o) (p) (q) (r) the
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Global Covered Bonds...............
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REGISTERED OFFICE OF THE ISSUER Mar
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LAIKI BANK (HELLAS) A.E. Financial
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Laiki Bank (Hellas) Α.Ε. 31 Decem
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Λαϊκή Τράπεζα (Ελλά
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Opinion In our opinion, the financi
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MARFIN EGNATIA BANK S.A. - Irish Stock Exchange

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