Commentary & Deal Flow

Launched: 6NC5: €600m @ MS+95bp - Books €2.25bn+ (incl. 50m JLM)
IPTs: 6NC5: MS+120bp area

• Issuer: Alpha Bank S.A.
• Issuer LEI: 213800DBQIB6VBNU5C64
• Issuer Rating: Baa2 (Stable) by Moody’s / BBB (Stable) by Scope
• Expected Issue Rating: Baa2 by Moody’s / BBB by Scope
• Notes: EUR Green Fixed Rate Reset Senior Preferred Notes due 06 May 2032 (the “Notes”)
• Format and Form of the Notes: 6-Year Non-Call 5-Year, Reg S (Cat 2) Bearer, NGN, TEFRA D Rules apply
• Status of the Notes: Direct, unconditional, unsecured and unsubordinated obligations of the Issuer
• Issue Size: €600m
• Pricing Date: 28-Apr-26
• Settlement Date: 06-May-26 (T+5)
• Maturity Date: 06-May-32 (Year 6)
• Reset Date: 06-May-31 (Year 5)
• Interest: From (and including) the Settlement Date to (but excluding) the Reset Date, a Fixed rate of [•]% p.a. payable annually in arrear on each Interest Payment Date. Reset on the Reset Date to a fixed rate equal to the EUR 1-year Mid-Swap rate plus the Margin (no step-up). Benchmark Replacement provisions apply
• Interest Payment Dates: 06 May in each year, commencing on 06-May-27
• Reset Business Days: London, Athens, T2
• Day Count Fraction: Actual / Actual (ICMA), unadjusted / following
• Optional Redemption: The Issuer may redeem all (but not some only) of the Notes on the Reset Date at their principal amount, together with any accrued but unpaid interest, subject to Condition 4(l)
• Redemption for Tax Reasons and MREL Disqualification Event: The Issuer may redeem at any time all (but not some only) of the Notes, at par together with any accrued and unpaid interest thereon subject to Condition 4(l): for tax reasons as described in Condition 4(c); or if a MREL Disqualification Event as defined in Condition 4(e) has occurred and is continuing
• Clean-up Call Option: Applicable (75%) at par, subject to Condition 4(l)
• Events of Default: Limited. See Condition 10
• Substitution & Variation: If a MREL Disqualification Event has occurred and is continuing or if any of the events described in Condition 4(c) (Redemption for Tax Reasons) has occurred and is continuing, or in order to ensure the effectiveness and enforceability of Condition 18 (Acknowledgement of Statutory Loss Absorption Powers), the Issuer may substitute all (but not some only) of the Notes, or vary the terms of all (but not some only) of the Notes (including, without limitation, changing the governing law of Condition 18), so that the Notes become or remain Qualifying Senior Preferred Notes, subject (among other things) to Condition 4(l)
• Substitution of the Issuer: Subject to certain conditions, the Issuer may, without the consent of any Noteholder or Couponholder, substitute for itself its Successor in Business as the debtor in respect of the Notes
• Use of Proceeds: The Issuer intends to apply or allocate an amount equal to the net proceeds from the issue of the Notes to finance or re-finance, in whole or in part, Eligible Green Assets, in each case as determined by the Issuer in accordance with the eligibility criteria set out in the Issuer’s Green Bond Framework which is available for viewing at: https://www.alpha.gr/en/Group/esg-and-sustainability/esg-reporting-hub
• Waiver of Set-Off: Applicable
• Acknowledgement of Statutory Loss Absorption Powers: Each Noteholder acknowledges, accepts, consents and agrees to be bound by the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority
• Listing: Luxembourg Stock Exchange – Euro MTF
• Clearing: Euroclear and Clearstream, Luxembourg
• Denominations: €100,000 + €1,000
• Governing Law: English law, except for Conditions 2, 16 and 18 are governed by and shall be construed in accordance with Greek law
• Documentation: EUR 15,000,000,000 EMTN Programme of Alpha Bank S.A. Offering Circular dated 01-Jul-25 and the supplements thereto dated 15-Sep-25, 29-Jan-26, 26-Mar-26, and 14-Apr-26 (together, the “Base Offering Circular”) available on the Issuer’s website at https://www.alpha.gr/en/group/investor-relations/debt-investors/euro-medium-term-note-programme The Pricing Supplement, when published, will be, available at https://www.bourse.lu/issuer/AlphaBank/103136
• UK MiFIR/MiFID II Target Market: Eligible Counterparties and Professional clients only (all distribution channels). No EEA PRIIPS key information document ("KID") or UK PRIIPs KID or CCI product summary has been prepared as the securities will not be available to retail in EEA or the UK
• Selling Restrictions: See Documentation
• Prohibition of Sales to EEA and UK Retail Investors: Applicable
• Green Structuring Bank: Crédit Agricole CIB
• Joint Bookrunners: AXIA, Crédit Agricole CIB (B&D), Commerzbank, Goldman Sachs Bank Europe SE, Morgan Stanley, Nomura, UniCredit
• ISIN / Common Code: XS3357187809 / 335718780
• Schedule: Books to close 11.45 Ldn / 12.45 CET