MARFIN EGNATIA BANK S.A. - Irish Stock Exchange

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CONTENTS Page PRINCIPAL PARTIES .................................................................................... 4 GENERAL DESCRIPTION OF THE PROGRAMME .............................................. 5 PRINCIPAL FEATURES OF THE COVERED BONDS ........................................ 5 STRUCTURE OVERVIEW........................................................................... 11 CREATION AND ADMINISTRATION OF THE COVER POOL............................ 12 ACCOUNTS AND CASH FLOW STRUCTURE ................................................ 19 DOCUMENTS INCORPORATED BY REFERENCE..............................................26 RISK FACTORS ...........................................................................................27 FORM OF THE COVERED BONDS..................................................................43 TERMS AND CONDITIONS OF THE COVERED BONDS .....................................46 FORM OF FINAL TERMS ..............................................................................80 USE OF PROCEEDS .....................................................................................95 SUMMARY OF THE GREEK COVERED BOND LEGISLATION.............................96 INSOLVENCY OF THE ISSUER ......................................................................99 DESCRIPTION OF THE ISSUER.................................................................... 100 THE <strong>BANK</strong>ING SECTOR IN GREECE ............................................................ 127 ISSUER'S STANDARD BUSINESS PRACTICES FOR LOAN ASSETS .................... 136 THE MORTGAGE AND HOUSING MARKET IN GREECE.................................. 140 DESCRIPTION OF PRINCIPAL DOCUMENTS ................................................. 146 TAXATION............................................................................................... 160 SUBSCRIPTION AND SALE ......................................................................... 162 GENERAL INFORMATION .......................................................................... 165 - iii -
PRINCIPAL PARTIES Issuer: Servicer: Arrangers: Dealers: Asset Monitor: Trustee: Transaction Account Bank: Principal Paying Agent: Registrar: Calculation Agent and Transfer Agent: Credit Facility Provider: Hedging Counterparties: Listing Agent: Rating Agencies: Marfin Egnatia Bank S.A. as issuer of the Covered Bonds (the "Issuer"). Marfin Egnatia Bank S.A. as servicer (the "Servicer") will perform certain servicing, cash management, calculation, notification and reporting services in accordance with the Servicing Deed and the Greek Covered Bond Legislation. Deutsche Bank AG, London Branch and Barclays Capital, the Investment Banking Division of Barclays Bank PLC (the "Arrangers"). Deutsche Bank Aktiengesellschaft and Barclays Bank PLC and any other dealers appointed from time to time in accordance with the Dealer Agreement (the "Dealers"). PricewaterhouseCoopers S.A. (the "Asset Monitor") will perform certain calculations and conduct certain tests required by the Transaction Documents and the Greek Covered Bond Legislation. The Bank of New York Mellon (International) Limited (the "Trustee") will act as the trustee in accordance with paragraph 2 of Article 91 of the Greek Covered Bond Legislation and the Trust Deed. The Trustee will hold the security granted pursuant to the Security Deed and the Statutory Pledge on trust for itself and the other Secured Creditors. The Bank of New York Mellon, acting through its London Branch (the "Transaction Account Bank") as the bank at which the Transaction Account is held. The Bank of New York Mellon, acting through its London Branch (the "Principal Paying Agent") will act as principal paying agent pursuant to the Agency Agreement. The Bank of New York (Luxembourg) S.A. (the "Registrar") will act as registrar pursuant to the Agency Agreement. The Bank of New York Mellon, acting through its London Branch (the "Calculation Agent" and "Transfer Agent") will act as calculation agent and transfer agent respectively pursuant to the Agency Agreement. Marfin Popular Bank Public Co Ltd will provide a credit facility to the Issuer pursuant to the terms of the Credit Facility Agreement (the "Credit Facility Provider"). Each counterparty (each, a "Hedging Counterparty" and together, the "Hedging Counterparties") that, from time to time, will enter into Hedging Agreements with the Issuer. Each Hedging Counterparty will be required to satisfy the conditions of Art. I.2(b)(bb) of the Secondary Covered Bond Legislation. The Bank of New York Mellon, acting through its London Branch (the "Listing Agent") will act as listing agent for the Covered Bonds issued under the Programme. Fitch Ratings Limited ("Fitch Ratings") and Moody's Investors Service Limited ("Moody's"). - 4 -
Page 1 and 2: MARFIN EGNATIA BANK S.A. (incorpora
Page 3: Neither this Base Prospectus nor an
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 and 30: Conditions and the Issuer will make
Page 31 and 32: Framework and any relevant implemen
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
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(vi) if 30/360, 360/360 or Bond Bas
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8.3 Redemption at the option of the
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8.9 Cancellation: All Covered Bonds
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9.8 Unmatured Receipts Void: On the
Page 73 and 74:
the Issuer shall pay such additiona
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13.2 Proceedings: The Trustee may a
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indemnified to its satisfaction) up
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(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
Page 111 and 112:
The greatest fraction of loans was
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independent status. Besides benefit
Page 115 and 116:
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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