Disclosure Requirements Associated with the Amount of Acquisition of a Holding by a Proposed

THE EXECUTIVE COMMITTEE

ANNEX III

Disclosure requirements associated with the amount of acquisition of a holding by a proposed acquirer, as defined in Article 24 of Law 3601/2007,

as currently in force

Instructions for submitting the information requested

1. The present Annex must be duly completed and signed by the obligor. If it is not submitted by the obligor himself/herself, their signatures must be legalised by the competent administrative authority.

2. All information requested must be properly submitted, otherwise the necessary clarifications should be provided.

3. Any false or misleading information or suppression of important information may give rise, in additional to criminal prosecution, also to doubts about the integrity of the “proposed acquirer” and, therefore, his/her suitability for acquisition of a qualifying holding.

4. The present Annex shall be submitted at the following address:

BANK OF GREECE

Supervision of Credit and Related Financial Institutions Department

3 Amerikis St.

10250 Athens

Tel: +30 210 3205019

Fax: +30 210 3205400

E-mail:

Website: www.bankofgreece.gr

A. If there is a change in control, within the meaning of Article 2(12) of Law 3601/2007, as currently in force, in the target credit institution, a business plan should be provided, containing information on the following:

1. A strategic development plan indicating, in general terms, the main goals of the acquisition and the main ways for reaching them, including:

(a) the rationale for the acquisition;

(b) medium-term financial goals (return on equity, cost-benefit ratio, earnings per share etc.);

(c) the main synergies to be pursued within the target credit institution;

(d) the possible redirection of activities/products/targeted customers within the target institution;

(e) the possible reallocation of funds/resources anticipated within the target credit institution;

(f) general modalities for including and integrating the target credit institution in the structure of the group (if any) of the proposed acquirer, including a description of the main synergies to be pursued with other companies in the group, as well as a description of the policies governing intra-group relations.

2. Estimated financial statements of the target credit institution, on both a solo and consolidated basis, for a period of three years, including:

(a) a forecast balance sheet, profit and loss account and prudential ratios;

(b) information on the level of risk exposures (credit, market, operational etc.); and

(c) a forecast of intra-group operations.

3. The impact of the acquisition on the corporate governance and general organisational structure of the target financial institution, including the impact on:

(a) the composition and duties of the management body and the main committees of the target financial institution (e.g. risk management committee, audit committee etc.);

(b) administrative and accounting procedures and internal controls: principal changes in procedures and systems related to accounting, audit, internal control and compliance (including the provisions of the AML/CTF legislation), as well as the appointment of key function holders (auditor/internal controller and compliance officer);

(c) the overall IT systems architecture (e.g. the data flowchart, the software used, the essential data and systems security procedures and tools, business continuity plan); and

(d) the policies governing subcontracting and outsourcing (e.g. selection of service providers, areas concerned) and the respective rights and obligations of the principal parties as set out in contracts (audit arrangements, quality of service expected from the provider etc.).

B. If there is no change in control, within the meaning of Article 2(12) of Law 3601/2007, as currently in force, in the target credit institution, the proposed acquirer should provide a document on strategy. The level of information provided should depend on the degree of influence on the management and activities of the target institution inherent in the holding to be acquired:

(a) If the total qualifying holding of the proposed acquirer is between 20% and 50% of the capital, or is less than 20% but the influence exercised by the proposed acquirer is equivalent to that he would exercise if the qualifying holding was between 20% and 50%, information of the same nature as mentioned under Section A above shall be provided, but in more detail, including:

(i) details on the influence that the proposed acquirer intends to exercise on the policy formulation (including dividend policy), the strategic development, and the allocation of resources of the target credit institution; and

(ii) a description of the proposed acquirer’s intentions and expectations towards the target institution in the medium-term, covering all the elements mentioned under Section A paragraph 1 above.

(b) If the total qualifying holding of the proposed acquirer is less than 20% of the capital, the document on strategy should contain information on the policy of the acquirer regarding the acquisition. In addition to the information provided in Questionnaire Forms A and B, the proposed acquirer is also required to provide information about:

(i) the period for which the proposed acquirer intends to hold his shareholding after the acquisition;

(ii) any intention of the proposed acquirer to increase, reduce, or maintain the level of his shareholding in the foreseeable future;

(iii) an indication of the intentions of the acquirer towards the target institution, and in particular whether or not he intends to act as an active minority shareholder, and the rationale for such action; and

(iv) information on the ability (financial position) and willingness of the proposed acquirer to support the target institution with additional own funds if needed for the development of its activities or in case of financial difficulties.

DECLARATION - AUTHORISATION

I, the undersigned , hereby declare that:

(a) the information and data provided according to this Annex are complete and true, and we agree to provide the Bank of Greece with any further information and clarifications in respect of this;

(b) I am aware that any wilful or negligent provision of untrue or misleading information to the Bank of Greece also entails criminal sanctions;

(c) I hereby provide our express permission to the Bank of Greece and its duly authorised staff to seek and obtain information from any other party (including, but not limited to, other domestic or foreign supervisory or regulatory authorities), as necessary to verify data provided in this form; and

(d) the Bank of Greece shall be notified promptly in writing of any change in the information submitted according to this Annex.

The data provided are considered confidential. These data may be collected and processed by authorised officers of the Bank of Greece legally and legitimately for specific, clear and legitimate purposes, in accordance with the provisions of Law 2472/1997 on the protection of individuals with regard to the processing of personal data, as currently in force.

No information shall be disclosed or transmitted to any third party, other than in the cases contemplated by law or pursuant to a court judgment.

Being fully cognizant of the legal consequences, I hereby provide my explicit and unconditional consent to the collection, alignment, combination and processing of the records containing my personal data, which are kept by the Bank of Greece, as well as to the transmission in accordance with the provisions of the current institutional framework.

Whenever needed or considered appropriate by the Bank of Greece, I shall assist and cooperate in order to achieve compliance with the obligations that are incumbent either upon the proposed acquirer or upon the target credit institution.

This declaration extends to both the current and any future data and information which are collected for supervisory purposes.

If this declaration is submitted in the name and on behalf of an acquiring legal person, we confirm that we are authorised to sign on behalf of the legal person and attach the relevant authorisation documents.

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(Signature) (Full name and position)

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(Place and Date)

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