Disclaimer

Unfortunately, you may not access the following materials and you should contact Piraeus Bank S.A. for further information. You will be redirected to the homepage.

Holders of Non-Transferable Receipts should only elect for Option 2 (as set forth in the conditions of the Non-Transferable receipts) following review of the following Equity Prospectus dated 23th November 2015 and if they are a person to whom an offer of Ordinary Shares in Piraeus Bank S.A. may be made, and any decision to elect for Option 2 should be made only on the basis of information contained in that Equity Prospectus and the Description of Non-Transferable Receipts. The restrictions on persons to whom an offer of Ordinary Shares in Piraeus Bank S.A. may be made are set out below.

The offer of Ordinary Shares in Piraeus Bank S.A. in certain jurisdictions may be restricted by law and therefore persons who access these restricted webpages come should inform themselves about and observe any restrictions, including without limitation those set out in the paragraphs that follow.

No action has been or will be taken in any jurisdiction that would permit a public offering of the Ordinary Shares in Piraeus Bank S.A., or possession or distribution of these restricted webpages or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares in Piraeus Bank S.A. may not be offered or sold, directly or indirectly, and neither these restricted webpages nor any other offering material or advertisement in connection with the Ordinary Shares in Piraeus Bank S.A. may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. These restricted webpages do not constitute an offer to subscribe for any of the Ordinary Shares in Piraeus Bank S.A. to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

United States

The Ordinary Shares in Piraeus Bank S.A. have not been, and will not be, registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Ordinary Shares in Piraeus Bank S.A. may be offered and sold only: (i) outside the United States in “offshore transactions” in reliance on Regulation S and (ii) in the United States only to QIBs in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Each subscriber or purchaser of the Ordinary Shares in Piraeus Bank S.A. outside the United States, by accessing these restricted webpages and by accepting delivery of any Ordinary Shares in Piraeus Bank S.A., will be deemed to have represented, warranted, undertaken, agreed and acknowledged as follows:

1. The sale of the Ordinary Shares in Piraeus Bank S.A. is being made pursuant to and in accordance with Rule 903 or 904 of Regulation S; (ii) it is, or at the time such Ordinary Shares in Piraeus Bank S.A. are purchased will be, the beneficial owner of those Ordinary Shares in Piraeus Bank S.A.; and (iii) it is, and the person, if any, for whose account it is acquiring such Ordinary Shares in Piraeus Bank S.A. is, located outside the United States (within the meaning of Regulation S) and is purchasing the Ordinary Shares in Piraeus Bank S.A. in an offshore transaction meeting the requirements of Regulation S and
2. It is not an affiliate of Piraeus Bank S.A. or a person acting on behalf of such an affiliate. The Ordinary Shares in Piraeus Bank S.A. have not been, and will not be, registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Each person accessing these restricted webpages acknowledges that Piraeus Bank S.A., the Managers (as defined in the following Equity Prospectus) and their respective affiliates will rely upon the truth and accuracy of the acknowledgements, representations, warranties, undertakings and agreements in the foregoing paragraphs.
3. Rule 144A
   Each subscriber or purchaser of the Ordinary Shares in Piraeus Bank S.A. within the United States, by accessing these restricted webpages and by accepting delivery of any Ordinary Shares in Piraeus Bank S.A., will be deemed to have represented, warranted, undertaken, agreed and acknowledged as follows:

1. The Ordinary Shares in Piraeus Bank S.A. have not been, and will not be, registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
2. It is:
1. a QIB
2. aware, and each beneficial owner of such Ordinary Shares in Piraeus Bank S.A. has been advised, that the sale to it may be made in reliance on Rule 144A or another exemption from, or transaction not subject to, the registration requirements of the Securities Act and
3. acquiring such Ordinary Shares in Piraeus Bank S.A. for its own account or for the account of a QIB.
3. It agrees (or if it is acting for the account of another person, such person, has confirmed to it that such person agrees) that it (or such person) will not offer, resell, pledge or otherwise transfer those Ordinary Shares in Piraeus Bank S.A. except (i) to a person whom it and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A; (ii) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S; or (iii) in accordance with Rule 144 under the Securities Act (if available), in each case in accordance with any applicable securities laws of any state of the United States. The subscriber or purchaser will, and each subsequent holder is required to, notify any subsequent purchaser from it of those Ordinary Shares in Piraeus Bank S.A. of the resale restrictions referred to in (i), (ii) and (iii) above. No representation can be made as to the availability of the exemption provided by Rule 144 for resale of the Ordinary Shares in Piraeus Bank S.A.
4. Notwithstanding anything to the contrary in the foregoing paragraphs, the Ordinary Shares in Piraeus Bank S.A. may not be deposited into any unrestricted depositary facility established or maintained by a depositary bank, unless and until such time as those Ordinary Shares in Piraeus Bank S.A. are no longer “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act.
5. If it is acquiring Ordinary Shares in Piraeus Bank S.A. for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations, warranties, undertakings and agreements on behalf of each such account.
6. It acknowledges that Piraeus Bank S.A., the Managers (as defined in the restricted webpages) and their respective affiliates will rely upon the truth and accuracy of the acknowledgements, representations, warranties, undertakings and agreements in the foregoing paragraphs.

European Economic Area

The restricted webpages have been prepared on the basis that any offer of Ordinary Shares in Piraeus Bank S.A. in any member state of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly, any person making or intending to make an offer in that Relevant Member State of Ordinary Shares in Piraeus Bank S.A., which are the subject of the offering pursuant to these restricted webpages, may only do so in circumstances in which no obligation arises for Piraeus Bank S.A. or any of the Managers (as defined in the restricted webpages) to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither Piraeus Bank S.A. nor any of the Managers (as defined in the restricted webpages) has authorised, nor do they authorise, the making of any offer of Ordinary Shares in Piraeus Bank S.A. in circumstances in which an obligation arises for Piraeus Bank S.A. or any of the Managers (as defined in the restricted webpages) to publish or supplement a prospectus for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any Ordinary Shares in Piraeus Bank S.A. in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer of any Ordinary Shares in Piraeus Bank S.A. to be offered so as to enable an investor to decide to purchase or subscribe for the Ordinary Shares in Piraeus Bank S.A., as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State.

Canada

The Ordinary Shares in Piraeus Bank S.A. are not being offered, and may not be sold, in any province or territory of Canada except to purchasers in the provinces of Alberta, British Columbia, New Brunswick, Nova Scotia, Ontario, Prince Edward Island, Saskatchewan or Quebec, or in the Yukon Territory, in each case that are purchasing, or deemed to be purchasing, as principal and that are accredited investors, as defined in National Instrument 45 106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and that are permitted clients, as defined in National Instrument 31 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. By subscribing for Ordinary Shares in Piraeus Bank S.A., each purchaser of Ordinary Shares in Piraeus Bank S.A. in Canada shall be deemed to have represented and agreed that (i) it is purchasing Ordinary Shares in Piraeus Bank S.A. in compliance with the immediately forgoing sentence, (ii) it is not an “insider” of Piraeus Bank S.A. (within the meaning of Canadian securities laws) and is not registered as a dealer, adviser or otherwise under the securities laws of any province or territory of Canada (unless in either case it has specifically provided written advice to the contrary to Piraeus Bank S.A. and Managers (as defined in the restricted webpages) participating in the sale of the notes to the purchaser) and (iii) (A) such Canadian purchaser’s name, residential address and telephone number and other specified information (the “personal information”), including the number of Ordinary Shares in Piraeus Bank S.A. purchased and aggregate purchase price paid for such Ordinary Shares in Piraeus Bank S.A.: (1) will be disclosed to the applicable Canadian securities commission or similar regulatory authority and may become available to the public in accordance with the requirements of applicable Canadian securities and freedom of information legislation and such Canadian purchaser authorises and consents to the disclosure of the personal information; (2) is being collected indirectly by the applicable Canadian securities regulatory authority under the authority granted to it under applicable Canadian securities legislation, and such Canadian purchaser authorises and consents to the indirect collection of the personal information by such commission and authority; and (3) is being collected for the purposes of the administration and enforcement of applicable Canadian securities legislation; (B) such Canadian purchaser consents to the disclosure and indirect collection of such personal information for such purposes; and (C) if required by applicable Canadian securities legislation, such Canadian purchaser will execute, deliver and file or assist Piraeus Bank S.A. or the Managers (as defined in the restricted webpages) in obtaining and filing such reports, undertakings and other documents relating to the purchase of Ordinary Shares in Piraeus Bank S.A. by such Canadian purchaser as may be required by any Canadian securities commission, stock exchange or other regulatory authority. Questions about such indirect collection of personal information by the Ontario Securities Commission should be directed to the Ontario Securities Commission, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, Attention: Administrative Support Clerk, telephone +(416) 593 3684.

Any resale of the Ordinary Shares in Piraeus Bank S.A. must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if these restricted webpages (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal adviser.

Pursuant to section 3A.3 of National Instrument 33 105 Underwriting Conflicts (“NI 33 105”), the Manager are not required to comply with the disclosure requirements of NI 33 105 regarding underwriter conflicts of interest in connection with the offer of Ordinary Shares in Piraeus Bank S.A.

South Africa

Due to restrictions under the securities laws of South Africa, the ordinary shares are not offered, and the offer shall not be transferred, sold, made renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions applies: (i) the offer, transfer, sale, renunciation or delivery is to persons falling within the exemptions set out in Section 96 1(a) of the Companies Act, No. 71 of 2008 (as amended) (the “Companies Act”), including duly registered banks, mutual banks, financial services providers, financial institutions, (in each case registered as such in South Africa under applicable legislation), the Public Investment Corporation, a person who deals with securities in their ordinary course of business, or a wholly owned subsidiary of a duly registered bank, mutual bank, authorised financial services provider or financial institution, acting as agent in the capacity of an authorised portfolio manager for a pension fund (duly registered in South Africa), or as manager for a collective investment scheme (duly registered in South Africa); or (ii) the contemplated acquisition cost of the ordinary shares, for any single addressee acting as principal is equal to or greater than Rand1,000,000. This offer does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and subscribe for, shares to the public as defined in the Companies Act and will not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of the Companies Act and should any person who does not fall into any of the above exemptions access these restricted webpages, they should not and will not be entitled to acquire any ordinary shares or otherwise act thereon. These restricted webpages do not, nor are they intended to, constitute a prospectus prepared and registered under the Companies Act.

Japan

The Ordinary Shares in Piraeus Bank S.A. have not been and will not be registered under the Financial Instruments and Exchange Law, as amended (the “FIEL”). This document is not an offer of securities for sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used in the restricted webpages means any person resident in Japan, including any corporation or entity organised under the laws of Japan) or to others for reoffer or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements under the FIEL and otherwise in compliance with such law and any other applicable laws, regulations and ministerial guidelines of Japan.

Australia

These restricted webpages do not constitute a disclosure prospectus under Part 6D.2 of the Corporations Act 2001 of the Commonwealth of Australia (the “Corporations Act”) and will not be lodged with the Australian Securities and Investment Commission. The ordinary shares will be offered to persons who receive offers in Australia only to the extent that such offers of shares for issue or sale do not need disclosure to investors under Part 6D.2 of the Corporations Act. Any offer of shares received in Australia is void to the extent that it needs disclosure to investors under the Corporations Act. In particular, offers for the issue or sale of ordinary shares will only be made in Australia in reliance on various exemptions from such disclosure to investors provided by section 708 of the Corporations Act. Any person to whom ordinary shares are issued or sold pursuant to an exemption provided by section 708 of the Corporations Act must not within 12 months after the issue or sale of those ordinary shares offer those ordinary shares for sale in Australia unless that offer is itself made in reliance on an exemption from disclosure provided by that section.