Commentary & Deal Flow

IPTs: 4.5NC3.5: MS+115a

• Issuer: Alpha Bank S.A. (ticker: ALPHA)
• 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 Fixed Rate Reset Senior Preferred Notes due 28-Mar-31 (the “Notes”)
• Format and Form of the Notes: 4.5-Year Non-Call 3.5-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: Benchmark
• Pricing Date: 18-Sep-26
• Settlement Date: 28-Sep-26
• Maturity Date: 28-Mar-31 (Year 4.5)
• Reset Date: 28-Mar-30 (Year 3.5)
• 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: 28 March in each year, commencing on 28-Mar-27 (short first)
• 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 net proceeds from the issue of the Notes will be used by the Issuer for the general corporate and financing purposes of the Group and to further strengthen its MREL base
• 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 1-Jul-26 and the supplement thereto dated 10-Aug-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)
• Selling Restrictions: See Documentation
• Prohibition of Sales to EEA and UK Retail Investors: Applicable. 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
• Joint Bookrunners: AXIA, HSBC, J.P. Morgan, Morgan Stanley, Societe Generale, UBS Investment Bank and UniCredit
• Timing: Books open, Today's business