Alpha Services and S A : Amendment to the terms and conditions - ALPHA BANK S.A.

NOTICE TO COVERED BONDHOLDERS

22 October 2024

ALPHA BANK S.A

a credit institution incorporated and registered in the Hellenic Republic (registered with the General

Commercial Registry (GEMI) under number 159029160000), whose registered office is at 40 Stadiou Street,

Athens, 10252, Greece (Alpha OpCo) (the Issuer)

€1,000,000,000 Series 1 Floating Rate Covered Bonds due January 2025

ISIN: XS1733290750 Common Code: 173329075

(the Series 1 Covered Bonds)

€1,000,000,000 Series 2 Floating Rate Covered Bonds due January 2025

ISIN: XS1817841643 Common Code: 181784164

(the Series 2 Covered Bonds)

€400,000,000 Series 4 Floating Rate Covered Bonds due January 2025

ISIN: XS2591958371 Common Code: 259195837

(the Series 4 Covered Bonds)

Series 1 Covered Bonds and the Series 2 Covered Bonds issued by Alpha Bank S.A. (Alpha Holdco) and

substituted by Alpha Bank S.A. (Alpha OpCo) in accordance with the Master Deed of Amendment,

Restatement and Substitution dated 16 April 2021 and the Series 4 Covered Bonds issued by Alpha Bank S.A. (Alpha OpCo) (together, the Covered Bonds and the holders thereof the Covered Bondholders) constituted by a Trust Deed dated 29 November 2017, as supplemented on 10 December 2018, as amended and restated on 5 June 2019 and as further supplemented on 16 April 2021, on 5 July 2022 and on 21 February 2023 between the Issuer and HSBC Corporate Trustee Company (UK) Limited (the Trustee) and issued under the €8 billion Direct Issuance Global Covered Bond Programme II (the Programme)

PUBLICATION OF NOTICE OF AMENDMENT TO FINAL TERMS

NOTICE IS HEREBY GIVEN THAT at the request of the Issuer and the Trustee as directed by 75 per cent. of the Covered Bondholders on 22 October 2024, amendments have been made to the Conditions set out in the Final Terms:

1. dated 5 December 2017 and as amended and restated on 10 December 2018, 5 June 2019, on 23 October 2020, on 16 April 2021 and on 5 July 2022 (in the form set out in Schedule 1 hereto) in respect of the Series 1 Covered Bonds under the Programme:

The response to Part A - Contractual Terms, Item 7(a) (Final Maturity Date) is amended from:

"Interest Payment Date falling in or nearest to January 2025"

to

"Interest Payment Date falling in or nearest to January 2028"

The response to Part A - Contractual Terms, Item 7(b) (Extended Final Maturity Date) is amended from:

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"Interest Payment Date falling in or nearest to January 2072"

to

"Interest Payment Date falling in or nearest to January 2075"; and

1. dated 17 May 2018, as amended and restated on 5 June 2019, on 23 October 2020 and on 16 April 2021 and 5 July 2022 (in the form set out in Schedule 2 hereto) in respect of the Series 2 Covered Bonds under the Programme:

The response to Part A - Contractual Terms, Item 7(a) (Final Maturity Date) is amended from:

"Interest Payment Date falling in or nearest to January 2025"

to

"Interest Payment Date falling in or nearest to January 2028"

The response to Part A - Contractual Terms, Item 7(b) (Extended Final Maturity Date) is amended from:

"Interest Payment Date falling in or nearest to January 2072"

to

"Interest Payment Date falling in or nearest to January 2075".

1. dated 23 February 2023 (in the form set out in Schedule 3 hereto) in respect of the Series 4 Covered Bonds under the Programme:

The response to Part A - Contractual Terms, Item 7(a) (Final Maturity Date) is amended from:

"Interest Payment Date falling in or nearest to January 2025"

to

"Interest Payment Date falling in or nearest to January 2028"

The response to Part A - Contractual Terms, Item 7(b) (Extended Final Maturity Date) is amended from:

"Interest Payment Date falling in or nearest to January 2072"

to

"Interest Payment Date falling in or nearest to January 2075".

To view the full document, please visit the website of the Luxembourg Stock Exchange (www.bourse.lu).

For further information, please contact

Alpha Bank S.A.

40 Stadiou str.

2

102 52 Athens

Capital Instruments & Securitisations Division [e-mail]

[phone]

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus is not addressed. Prior to relying on the information contained in the Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.

Your right to access this service is conditional upon complying with the above requirement.

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SCHEDULE 1

AMENDED AND RESTATED SERIES 1 FINAL TERMS

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FINAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Covered Bonds are not intended from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point

1. of Article 4(1) of Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

APPLICABLE FINAL TERMS

5 December 2017, amended and restated on 10 December 2018, on 5 June 2019, on 23 October 2020, on 16 April 2021, on 5 July 2022 and 22 October 2024

ALPHA BANK S.A.

Legal Entity Identifier (LEI): 213800DBQIB6VBNU5C64

Issue of €1,000,000,000 Series 1 Floating Rate Covered Bonds due January 2025

Under the €8 billion

Direct Issuance Global Covered Bond Programme II

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 29 November 2017 which constitutes a base prospectus (the Base Prospectus) for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the final terms of the Covered Bonds described herein for the purposes of Article

5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of this Final Terms and the Base Prospectus. The Base Prospectus has been published on the Luxembourg Stock Exchange website (www.bourse.lu).

1.	(a)	Series Number:	1
	(b)	Tranche Number:	1
	(c)	Date on which the Covered Bonds	Not Applicable
		will be consolidated and form a
		single Series:
2.	Specified Currency or Currencies:	Euro ("EUR" or "€")

3. Aggregate Nominal Amount of Covered €1,000,000,000 Bonds:

1. Series:1

0136843-0000017 UKO2: 2009036799.3

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	(b)	Tranche:	1
4.	Issue Price:	100 per cent. of the Aggregate Nominal Amount
5.	(a)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess
			thereof up to and including €199,000. No Covered
			Bond in definitive form will be issued with a
			denomination above €199,000.
	(b)	Calculation Amount:	€1,000
6.	(a)	Issue Date:	6 December 2017
	(b)	Interest Commencement Date:	Issue Date
7.	(a)	Final Maturity Date:	Interest Payment Date falling in or nearest to January
			2028
	(b)	Extended Final Maturity Date	Interest Payment Date falling in or nearest to January
			2075
8.	Interest Basis:	3 month EURIBOR plus 1.65 per cent. per annum,
			from and including the Issue Date to but excluding the
			23 July 2019
			From and including 23 July 2019 to but excluding the
			earlier of (a) the Final Maturity Date and (b) the 23rd
			of the month following the month that the Covered
			Bonds became Pass-Through Covered Bonds because
			of a breach of the Amortisation Test, 3 Month
			EURIBOR plus 0.50 per cent. per annum
			From and including the earlier of (a) the Final Maturity
			Date and (b) the 23rd of the month following the
			month that the Covered Bonds become Pass-Through
			Covered Bonds because of a breach of the
			Amortisation Test to but excluding the Extended Final
			Maturity Date: 1 Month EURIBOR plus 0.50 per cent.
			per annum
			(Further particulars specified below)
9.	Redemption/Payment Basis:	Subject to any purchase and cancellation or early
			redemption, the Covered Bonds will be redeemed on
			the Final Maturity Date at 100 per cent of their
			nominal amount

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10. Change of Interest Basis:

Interest Basis:	Following	the	Covered
	Bonds	becoming	Pass-
	Through Covered Bonds:
	1 Month EURIBOR plus
	0.50 per cent. per annum,
	from	and	including the
	earlier of (a) the Final
	Maturity Date and (b) the
	23rd	of	the	month
	following the month that
	the	Covered	Bonds
	became	Pass-Through
	Covered Bonds	because
	of a breach of the
	Amortisation Test to but
	excluding	the	Extended
	Final Maturity Date
Interest Payment Dates:	Following	the	Covered
	Bonds	becoming	Pass-
	Through Covered Bonds:
	the 23rd day of each
	month,	from		and
	including 23rd day of the
	calendar			month
	immediately	following
	the month during which
	the bonds became Pass-
	Through, to but excluding
	the	Extended		Final
	Maturity Date
Interest Period:	Following	the	Covered
	Bonds	becoming	Pass-
	Through Covered Bonds,
	each	period	from	and
	including the 23rd day of
	the	calendar	month
	following the month that
	the Bonds became Pass-
	Through, to but excluding
	the next Interest Payment
	Date, to but excluding the
	Extended Final Maturity
	Date
Business Day	Modified		Following
Convention:	Business Day Convention

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Business Day(s):	London,	Athens	and	a
	day on	which	the
	TARGET	2 System	is
	open
Day Count Fraction:	Actual/360, (adjusted)
Interest Determination	The second day on which
Dates:	the TARGET2 System is
	open prior to the start of
	each Interest Period
Screen Rate	Reference	Rate:	1
Determination:	Month	EURIBOR	in
	respect	of	the Specified
	Currency
	Interest	Determination
	Date(s): The second day
	on which the TARGET2
	System is open prior to
	the start of each Interest
	Period
Relevant Screen Page:	Reuters EURIBOR01

11.	Put/Call Options:	Not Applicable
12.	Date Board approval for issuance of	26 October 2017
	Covered Bonds obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.

Fixed Rate Covered Bond Provisions

Not Applicable

14. Floating Rate Covered Bond Provisions Applicable (save as set out in paragraph 10 above)

(a)	Interest Period(s)	The period from and including the Issue Date to but
		excluding the first Specified Interest Payment Date,
		and thereafter each period from and including a
		Specified Interest Payment Date, to but excluding the
		following Specified Interest Payment Date until the
		Final Maturity Date, or the Extended Final Maturity
		Date, as applicable

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1. Specified Interest Payment Dates

1. Business Day Convention:
2. Additional Business Centre(s):
3. Manner in which the Rate(s) of Interest and Interest Amount is/are to be determined:

23 January, 23 April, 23 July and 23 October in each year up to and including the earlier of (a) the Final Maturity Date and (b) the 23rd of the month following the month that the Covered Bonds became Pass- Through Covered Bonds because of a breach of the Amortisation Test. The first Specified Interest Payment Date will be 23 January 2018.

Following the Covered Bonds becoming Pass Through Covered Bonds, the 23rd day of each month up to but excluding the Extended Final Maturity Date, commencing on the calendar month following the month during which the Bonds became Pass-Through

Modified Following Business Day Convention

Not Applicable

Screen Rate Determination

(f)	Party responsible for calculating Not Applicable
	the Rate of Interest and Interest
	Amount (if not the Principal
	Paying Agent):

1. Screen Rate Determination:

−	Reference Rate:	From and including the Issue Date to but excluding the
		following Specified Interest Payment Date prior to the
		Covered Bonds becoming Pass Through Covered
		Bonds: 3 months EURIBOR
		Following the the Covered Bonds becoming Pass
		Through Covered Bonds to but excluding the
		Extended Final Maturity Date: 1 month EURIBOR
−	Interest Determination	The second day on which the TARGET2 System is
	Date(s):	open prior to the start of each Interest Period
−	Relevant Screen Page:	Reuters EURIBOR 01

1. ISDA Determination:

	−	Floating Rate Option:	Not Applicable
	−	Designated Maturity:	Not Applicable
	−	Reset Date:	Not Applicable
(i)	Linear Interpolation	Not Applicable

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	(j)	Margin(s):	+1.65 per cent. per annum from and including the
			Issue Date to but excluding 23 July 2019
			From and including 23 July 2019 to but excluding the
			Final Maturity Date or the Extended Final Maturity
			Date, as applicable, +0.50 per cent. per annum
	(k)	Minimum Rate of Interest:	Zero per cent. per annum
	(l)	Maximum Rate of Interest:	Not Applicable
	(m)	Day Count Fraction:	Actual/360, adjusted
15.	Zero Coupon Covered Bond Provisions	Not Applicable

PROVISIONS RELATING TO REDEMPTION

16. Notice periods for Condition 7.2 Minimum period: 30 days

	(Redemption for taxation reasons):	Maximum period: 60 days
17.	Issuer Call	Not Applicable
18.	Investor Put	Not Applicable
19.	Investor Repurchase Put:	Not Applicable
20.	Final Redemption Amount:	Nominal Amount
21.	Early Redemption Amount payable on	€1,000 per Calculation Amount
	redemption for taxation reasons or on
	event of default:

GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

22.

Form of Covered Bonds:

Bearer Covered Bonds:

1. New Global Covered Bond:
2. Additional Financial Centre(s) or other special provisions relating to payment dates:

Temporary Global Covered Bond exchangeable for a Permanent Global Covered Bond which is exchangeable for Bearer Definitive Covered Bonds only upon an Exchange Event

Yes

Not Applicable

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