Attica Bank S A : - Supplement to prospectus

SUPPLEMENT NO. 1 DATED 15 DECEMBER 2021 TO THE PROSPECTUS DATED 18

NOVEMBER 2021

ATTICA BANK S.A.

(incorporated as a société anonyme under the laws of the Hellenic Republic)

This supplement (the "Prospectus Supplement") is supplemental to, forms part of and must be read and construed in conjunction with, the prospectus (the "Prospectus"), within the meaning of Article 6 and Article 10 of Regulation (EU) 2017/1129 (the "Prospectus Regulation") of Attica Bank S.A. ("Attica Bank" or the "Issuer"), which comprises (i) a summary (the "Summary"), as approved by the HCMC on 18 November 2021, (ii) a registration document, as approved by the Hellenic Capital Market Commission (the "HCMC") on 4 October 2021, as supplemented by way of a supplement, as approved by the HCMC on 18 November 2021 (the "Registration Document"), and (iii) a securities note (the "Securities Note"), as approved by the HCMC on 18 November 2021, relating to (i) the offering to the public of 1,200,000,000 new ordinary registered shares with voting rights and a nominal value of €0.20 each in the share capital of the Issuer (the "New Ordinary Shares") to be issued by Attica Bank (the "Public Offering"); and (ii) the admission to trading (the "Admission") of the New Ordinary Shares on the Main Market of the Regulated Securities Market of the Athens Stock Exchange ("ATHEX").

Withdrawal right

Investors who have already agreed to subscribe for New Ordinary Shares before the date of this Prospectus Supplement shall have the right, exercisable within three (3) working days after the publication of this Prospectus Supplement, to withdraw their subscription for such New Ordinary Shares. The last day on which such right of withdrawal can be exercised shall be 20 December 2021.

In particular:

1. the right of withdrawal is only granted to those investors who had already agreed to subscribe for New Ordinary Shares before this Prospectus Supplement was published;
2. the period in which investors can exercise their right of withdrawal shall commence on 16 December 2021 and shall expire on 20 December 2021, at 02:00 p.m., Athens time; and
3. investors may contact the Participants of the Securities Accounts or file a relevant request at branches of Attica Bank, during business days and hours, should they wish to exercise the right of withdrawal.

Investing in the New Ordinary Shares involves risks. Prospective investors should read the entire Prospectus and, in particular, the "Risk Factors" beginning on page 13 of the Registration Document and on page 9 of the Securities Note, when considering an investment in the New Ordinary Shares.

This Prospectus Supplement constitutes a supplement for the purposes of Article 23(1) of the Prospectus Regulation and will be valid for a period of twelve (12) months from its approval by the board of directors of the HCMC. In the event of any significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus, as supplemented by this Prospectus Supplement, which may affect the assessment of the New Ordinary Shares and which arises or is noted between the time when this Prospectus Supplement is approved and the closing of the Public Offering or the time when the trading of the New Ordinary Shares begins, whichever occurs later, a new supplement shall be published in accordance with Article 23 of the Prospectus Regulation, without undue delay, in accordance with at least the same arrangements made for the publication of the Prospectus.

The board of directors of the HCMC approved this Prospectus Supplement on 15 December 2021 only in connection with the information furnished to investors, as required under the Prospectus Regulation, and Delegated Regulation (EU) 2019/980 of 14 March 2019, and only as meeting the standards of completeness, comprehensibility and consistency provided for in the Prospectus Regulation. The approval of this Prospectus Supplement by the HCMC shall not be considered as an endorsement of Attica Bank or of the quality of the Attica Bank's securities. Prospective investors should make their own assessment as to the suitability of investing in Attica Bank's securities.

The date of this Prospectus Supplement is 15 December 2021.

TABLE OF CONTENTS
Section	Page
A. DEFINITIONS AND GLOSSARY	..................................................................................1

1. PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS' REPORTS

	AND COMPETENT AUTHORITY APPROVAL	...........................................................1
1	SUMMARY ......................................................................................................................	3
1	ΠΕΡΙΛΗΠΤΙΚΟ ΣΗΜΕΙΩΜΑ.........................................................................................	6
2	REGISTRATION DOCUMENT ....................................................................................	10
3	SECURITIES NOTE.......................................................................................................	18

A. DEFINITIONS AND GLOSSARY

Terms given a defined meaning in the Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Prospectus Supplement.

1. 1. PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS' REPORTS
      AND COMPETENT AUTHORITY APPROVAL
2. GENERAL INFORMATION
   The drafting and distribution of this Prospectus Supplement have been made in accordance with the provisions of applicable law. This Prospectus Supplement includes all information required by the Prospectus Regulation, Delegated Regulation (EU) 2019/980 of 14 March 2019, the applicable provisions of Law 4706/2020 and the enabling relevant decisions of the HCMC, relevant to Attica Bank and its securities.
   Prospective investors seeking additional information and clarifications related to this Prospectus Supplement may contact Attica Bank, during working days and hours, at 23, Omirou Street, 106- 72 Athens, Greece (Mr Nikolaos Koutsogiannis, Chief Financial Officer, [phone] and Mr Georgios Triantafyllopoulos, Chief Transformation and Administration Officer, [phone]).
3. THIRD-PARTYINFORMATION
   Any information included in this Prospectus Supplement deriving from third-party sources is marked as such, it identifies the source of any such information that has been reproduced accurately and, so far as Attica Bank is aware and is able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.
   Any market data used in this Prospectus Supplement has been obtained from Attica Bank's internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications, including, without limitation, reports, and press releases prepared and issued by the IMF, the Hellenic Statistical Authority ("ELSTAT"), the Bank of Greece, the Hellenic Bank Association, Eurostat, the European Commission, the Public Debt Management Agency and the ATHEX, as well as the Stability Programme of the Hellenic Republic for the period 2020-2023, and the Monthly Statistical Bulletins of the ECB. Market research, publicly available information and industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Attica Bank accepts responsibility for accurately extracting and reproducing the same but accepts no further or other responsibility in respect of the accuracy or completeness of such information.
   Unless explicitly provided otherwise or the context otherwise requires, all statistical data pertaining to Attica Bank's market position that is indicated to be derived from the Bank of Greece are the product of Attica Bank's internal calculations and analysis using data provided by the Bank of Greece.
4. APPROVAL BY THE COMPETENT AUTHORITY
   This Prospectus Supplement was approved on 18 November 2021 by the board of directors of the HCMC (1, Kolokotroni and Stadiou, 105 62 Athens, Greece, telephone number: [phone], http://www.hcmc.gr/), as competent authority pursuant to the Prospectus Regulation, as applicable, and Law 4706/2020. The board of directors of the HCMC approved this Prospectus Supplement only as meeting the standards of completeness, comprehensibility and consistency provided for in the Prospectus Regulation, and this approval shall not be considered as an endorsement of Attica Bank or of the quality of Attica Bank's securities. In making an investment decision, prospective

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investors must rely upon their own examination and analysis as to their investment in Attica Bank's securities.

1. PERSONS RESPONSIBLE
   The natural persons who are responsible for drawing up this Prospectus Supplement, on behalf of Attica Bank, and are responsible for this Prospectus Supplement, as per the above, are Mr Nikolaos Koutsogiannis, Chief Financial Officer and Mr Georgios Triantafyllopoulos, Chief Transformation and Administration Officer. Their address is the address of Attica Bank: 23, Omirou Street, 106- 72 Athens, Greece. Attica Bank, the members of the Board and the natural persons who are responsible for drawing up this Prospectus Supplement on Attica Bank's behalf are responsible for its contents pursuant to article 60 of Law 4706/2020.
   For further details on the composition of the members of the Board see section 8 "Administrative Management, Supervisory Bodies and Senior Management-Managementand corporate governance of Attica Bank-Boardof Directors" of the Registration Document.
   Attica Bank, the members of the Board and the natural persons who are responsible for drawing up this Prospectus Supplement on Attica Bank's behalf declare that they have been informed and agree with the content of this Prospectus Supplement and certify that, after they exercised due care for this purpose, the information contained herein, to the best of their knowledge, is true, this Prospectus Supplement makes no omission likely to affect its import, and it has been drafted in accordance with the provisions of the Prospectus Regulation, Delegated Regulation (EU) 2019/980 of 14 March 2019 and the applicable provisions of Law 4706/2020.
2. DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT
   This Prospectus Supplement will be made available to investors, in accordance with Article 21, paragraph 2 of the Prospectus Regulation, in electronic form on the following websites:
3. • Attica Bank:http://www.atticabank.gr/en/
   • ATHEX:http://www.helex.gr/el/web/guest/company-prospectus
   • HCMC:http://www.hcmc.gr/el_GR/web/portal/elib/deltia

In addition, printed copies of this Prospectus Supplement, will be made available to investors at no extra cost, if requested, at the address of Attica Bank: 23, Omirou Street, 106-72 Athens, Greece.

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• SUMMARY

1.1 WHO IS THE ISSUER OF THE NEW ORDINARY SHARES

The information set out below supplements section 2.1 of the Summary, entitled "Who is the Issuer of the New Ordinary Shares".

The last paragraph under the heading "Major Shareholders", as well as the second table therein, shall be deleted in their entirety and replaced with the following:

"As at 11 November 2021 and Admission, respectively, there will be no options or other dilutive instruments in issue in respect of the Ordinary Shares of Attica Bank. Save for the Transaction Term Sheet and the implementation of the investments in Attica Bank by the Private Investors pursuant to it, Attica Bank is not aware of any arrangement, the operation of which may, at a subsequent date, result in a change in control of Attica Bank.

The table below sets out Attica Bank's shareholding structure after the Share Capital Increase, taking into account the commitments made by e-EFKA, TMEDE and the HFSF, under the assumptions, according to the announcement made on ATHEX by the Issuer on 13 December 2021, that: (a) the HFSF shall subscribe for New Ordinary Shares of a total value of the maximum amount specified in the Transaction Term Sheet, i.e. €153,765,391, (b) other existing Shareholders do not subscribe for New Ordinary Shares, and (c) the remaining New Ordinary Shares are allocated to Ellington as per the provisions of the Transaction Term Sheet, hence the Share Capital Increase is subscribed for in full:

Shareholders (1)	Number of Ordinary	Percentage %
	Shares
e-EFKA	125,586,839	10.26%
TMEDE	179,930,077	14.70%
HFSF	785,360,056	64.15%
Ellington	131,702,795	10.76%
Other Shareholders (<5%)	1,649,678	0.13%
Total	1,224,229,445	100%

1. One Ordinary Share corresponds to one voting right."

1.2 WHAT ARE THE KEY RISKS THAT ARE SPECIFIC TO THE ISSUER?

The information set out below supplements section 2.3 of the Summary, entitled "What Are The Key Risks That Are Specific To The Issuer?".

Paragraphs (b) and (c) shall be deleted in their entirety and replaced with the following:

"(b) There can be no assurance that the Issuer's planned credit expansion targets using new share capital as envisaged in the Business Plan, or under the new business plan of the Issuer to be developed pursuant to the Transaction Term Sheet, will be achieved in the anticipated timeframe or at all and the expected benefits of this strategy may not materialise, which could have a material adverse effect on its business, financial condition and results of operations.

1. Attica Bank's management, business decisions and operations may be affected by the HFSF and/or the Private Investors."

1.3 KEY INFORMATION ON THE OFFER OF THE NEW ORDINARY SHARES TO THE PUBLIC AND THE ADMISSION TO TRADING ON A REGULATED MARKET

The information set out below supplements section 4.1 of the Summary, entitled "Under Which Conditions And Timetable Can I Invest In The New Ordinary Shares?".

1.3.1 Under the heading "General Terms and Conditions", all references to "8 December 2021" shall be deleted and replaced with "17 December 2021".

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