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					                    PROSPECTUS


         MARFIN POPULAR BANK PUBLIC CO LTD




     SHARE CAPITAL INCREASE IN THE FORM
             OF A RIGHTS ISSUE

THIS IS AN ENGLISH TRANSLATION OF THE PROSPECTUS ISSUED IN GREEK IN THE FORMAT THAT
HAS BEEN APPROVED BY THE CYPRUS SECURITIES AND EXCHANGE COMMISSION (CYSEC) AS THE
COMPETENT AUTHORITY. THE GREEK TEXT OF THE PROSPECTUS AS IT HAS BEEN APPROVED BY
CYSEC IS BINDING. THE ENGLISH TRANSLATION IS FOR INFORMATION PURPOSES ONLY.




                                LEAD MANAGERS




        LEAD MANAGER RESPONSIBLE FOR DRAWING UP THE PROSPECTUS
                      PROSPECTUS


          MARFIN POPULAR BANK PUBLIC CO LTD




      SHARE CAPITAL INCREASE IN THE FORM
              OF A RIGHTS ISSUE

THIS IS AN ENGLISH TRANSLATION OF THE PROSPECTUS ISSUED IN GREEK IN THE FORMAT THAT HAS BEEN
APPROVED BY THE CYPRUS SECURITIES AND EXCHANGE COMMISSION (CYSEC) AS THE COMPETENT
AUTHORITY. THE GREEK TEXT OF THE PROSPECTUS AS IT HAS BEEN APPROVED BY CYSEC IS BINDING. THE
ENGLISH TRANSLATION IS FOR INFORMATION PURPOSES ONLY.




                                    LEAD MANAGERS




         LEAD MANAGER RESPONSIBLE FOR DRAWING UP THE PROSPECTUS
                                                                                                                    PROSPECTUS




                                          PROSPECTUS
         (This Prospectus has been prepared in compliance with the provisions of the Public Offer and Prospectus
                Law of 2005, pursuant to Commission Regulation (EC) No 809/2004 of the European Union)

                          ISSUE AND LISTING OF THE RIGHTS AND OF
                  THE SHARES RESULTING FROM THE EXERCISE OF THESE RIGHTS
             FOR TRADING ON THE CYPRUS STOCK EXCHANGE AND ATHENS EXCHANGE

This document is important and requires your immediate attention. If you require any clarifications and/or if you are in any
doubt about the contents of this Prospectus, you can consult the Lead Manager Responsible for Drawing up the Prospectus,
Marfin CLR (Financial Services) Ltd, professional stockbrokers, bankers, accountants, lawyers or investment advisors.



                      MARFIN POPULAR BANK PUBLIC CO LTD
             (Company incorporated in the Republic of Cyprus under the Cyprus Companies Law, Chap. 113)
Issue and listing of 976,335,208 nil paid Rights (“Rights”) and of the shares resulting from the exercise of the Rights for trading on
the Cyprus Stock Exchange and the Athens Exchange.
The Rights are offered free of charge to the existing shareholders of Marfin Popular Bank Public Co Ltd (the “Bank”) who will be
registered both with the Central Securities Depository of the Cyprus Stock Exchange (“CSE”), as well as with the Dematerialised
Securities System (“DSS”) of Hellenic Exchanges (“HELEX”) as at 07/01/2011 (record date). The Rights shall be issued and allotted in
the ratio of one (1) nil paid Right for each (1) ordinary share owned.
The Ex-rights date of the Right is 04/01/2011. That is, the persons entitled to the free allotment of Rights shall be those who acquire
Marfin Popular Bank Public Co Ltd shares by 03/01/2011 (last cum date).
Every two (2) Rights that shall be exercised at a total price of €1.00 shall be converted into one (1) fully paid new share of Marfin
Popular Bank Public Co Ltd. The new shares shall be listed on the CSE and the ATHEX, on the assumption that the relevant approvals
shall be given by the competent authorities. During the exercise of Rights any fractional shares arising shall be ignored.
It is noted that all holders of the Rights will have the right to subscribe any new shares that are not subscribed by other holders of the
Rights at the subscription price for new shares (“Subscription Rights”). The Subscription Rights shall be exercised concurrently with
their Rights for the acquisition of additional new shares, in case they remain undisposed of at the end of the period for the exercise
of the Rights.
The Shareholders of Marfin Egnatia Bank S.A. (“MEB”) who shall acquire MEB shares until the last cum date, ie 03/01/2011 shall have
the right to participate in the present share capital increase by exercising their Subscription Rights.
In case that there are Rights that have not been exercised after the end of the period for the exercise of the Rights and the fulfilment of
Subscription Rights of the Bank’s existing Shareholders and the entitled to priority Subscription Rights of MEB Shareholders, the Board
of Directors of the Bank, at its sole discretion, shall proceed to their allocation, to the benefit of the Bank, within fourteen (14) working
days from the end of the period for the exercise of the Rights, under the same terms and at the same price they are being offered.


                                                     Authorised Share Capital
                     €1,776,500,000 divided into 2,090,000,000 shares of nominal value of €0.85 each.
                                                      Issued and fully paid up
                     €829,884,926.80 divided into 976,335,208 shares of a nominal value of €0.85 each.


                                          The date of this Prospectus is 21/12/2010
THIS IS AN ENGLISH TRANSLATION OF THE PROSPECTUS ISSUED IN GREEK IN THE FORMAT THAT HAS BEEN APPROVED BY
THE CYPRUS SECURITIES AND EXCHANGE COMMISSION (CYSEC) AS THE COMPETENT AUTHORITY. THE GREEK TEXT OF
THE PROSPECTUS AS IT HAS BEEN APPROVED BY CYSEC IS BINDING. THE ENGLISH TRANSLATION IS FOR INFORMATION
PURPOSES ONLY.


                                                                 2
                                                                                                             PROSPECTUS




The approval of this Prospectus should not be construed as a recommendation to the public to invest in the Rights of
Marfin Popular Bank Public Co Ltd. Before making any investment decision, investors are encouraged to consult their
investment advisor.

The Bank assumes full responsibility for the information contained in this Prospectus and declares that the information
contained in the Prospectus is in accordance with the facts and contains no omission likely to affect its content.

The Directors of Marfin Popular Bank Public Co Ltd, Mr Andreas Vgenopoulos, Mr Neoclis Lysandrou, Mr Efthimios
Bouloutas, Mr Christos Stylianides and Mr Panayiotis Kounnis are responsible for the preparation and accuracy of
the information provided in this Prospectus, and they declare that, having taken all reasonable care to that end, the
information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains
no omissions likely to affect its content.

The Lead Manager Responsible for Drawing up the Prospectus is Marfin CLR (Financial Services) Ltd. Marfin Popular
Bank Public Co Ltd is acting in the capacity of the Sponsor responsible for the collection of the subscription monies of
the exercised Rights.

The Bank has submited the requisite applications, so that (a) a certificate of approval under Article 18 of Directive
2003/71/EC of the European Parliament and of the Council is sent by the Cyprus Securities and Exchange Commission,
as the competent supervisory authority, to the competent authorities in Greece and the United Kingdom, attesting
that this Prospectus has been prepared in compliance with Directive 2003/71/EC of the European Parliament and of
the Council and (b) the Rights are admitted for listing and trading on the Cyprus Stock Exchange and the Athens
Exchange.

This public offer is exclusively available in Cyprus, Greece and the United Kingdom and is solely addressed to persons
who can legally accept it. In particular, and in compliance with relevant securities law in the following countries, this
public offer is not addressed in any way or form (in writing or otherwise), directly or indirectly, within or to the United
States, Canada, Australia, South Africa, Japan or to any other country (“Exempt Countries”) in which, according to the
laws of such a country, this public offer or the postage/distribution of the Prospectus is illegal or constitutes a breach
of any applicable law, rule or regulation. For this reason, it is prohibited to address, distribute, send or in any other way
promote copies of this Prospectus and any other relevant promotional documents or other material relating to this
public offer from any person or to any person in the Exempt Countries. Moreover, participation in the present Rights
issue by residents of the Exempt Countries is also prohibited.

This Prospectus includes forward looking statements. These statements are identified by the use of terms such as
“believe”, “anticipate”, “could”, “might”, “should”, “may”, “likely”, “intend”, “plan” and comparable terms,
including their negative forms. These forward looking statements involve inherent risks and uncertainties, while the
factors described in the context of the forecasts contained in this Prospectus could lead to actual future results and
events materially different from those explicitly described or implied by these forward looking statements. These
statements are subject to risks, uncertainties and assumptions. In view of these risks, uncertainties and assumptions,
any projections mentioned in this Prospectus may not be realised. Any mention of past trends or activities should not
be considered a guarantee for similar trends or activities in the future. Readers are warned not to place undue reliance
on these forecasts, which exclusively refer to present projections.




                                                             3
                                                                                                            PROSPECTUS




The decision to potentially make an investment in the Rights issued with this Prospectus and, by extension, attached to
the shares of the Bank that will be issued upon the exercise of the Rights, should take into account all the information
contained in this Prospectus. Such a potential decision is subject to risks, which are described in Section 2 of this
Prospectus.

Investors requiring any supplementary information and/or clarifications regarding the Prospectus can address their
queries, during working days and hours:




• To the registered office of Marfin Popular Bank Public Co Ltd:
  154 Limassol Avenue, 2025 Nicosia.




• To the Lead Managers
  Marfin CLR (Financial Services) Ltd*                      Investment Bank of Greece S.A.
  26 Vironos Avenue, 1096 Nicosia.                          24B Kifissias Avenue, 15125 Athens.


* Marfin CLR (Financial Services) Ltd is also the Lead Manager Responsible for Drawing up the Prospectus.




                                                                 4
                                                                                                                                                              PROSPECTUS




                                                                                                            TABLE OF CONTENTS

1 SUMMARY NOTE ...............................................................................................................................................................7
  1.1 THE BANK ...............................................................................................................................................................7
  1.2 OBJECTIVES.............................................................................................................................................................7
  1.3 BOARD OF DIRECTORS ...........................................................................................................................................8
  1.4 GROUP EXECUTIVE COMMITTEE............................................................................................................................8
  1.5 SECRETARY, ADVISORS AND COMMISSIONER ......................................................................................................8
  1.6 REGISTERED OFFICE ................................................................................................................................................9
  1.7 SHARE CAPITAL ......................................................................................................................................................9
  1.8 SUMMARY INFORMATION REGARDING THE GROUP ............................................................................................9
  1.9 HISTORICAL BACKGROUND AND KEY MILESTONES IN THE DEVELOPMENT OF MPB..........................................9
  1.10 FINANCIAL TARGETS AND PROSPECTS / GROUP STRATEGY ...............................................................................12
  1.11 MAJOR SHAREHOLDERS ......................................................................................................................................14
  1.12 SUMMARIZED CONSOLIDATED FINANCIAL DATA ...............................................................................................14
  1.13 DATA ON TRANSACTIONS WITH RELATED PARTIES.............................................................................................17
  1.14 INFORMATION ON THE RIGHTS ISSUE .................................................................................................................23
  1.15 INDICATIVE RIGHTS TIME-SCHEDULE ...................................................................................................................25
  1.16 TAXATION .............................................................................................................................................................25
  1.17 REASONS FOR ISSUANCE .....................................................................................................................................25
  1.18 NET PROCEEDS OF THE ISSUE ..............................................................................................................................26
  1.19 RISK FACTORS.......................................................................................................................................................26
  1.20 REFERENCES..........................................................................................................................................................26
  1.21 DOCUMENTS AVAILABLE FOR INSPECTION .........................................................................................................27
2 RISK FACTORS ..................................................................................................................................................................28
  2.1 RISKS RELATED TO RIGHTS ...................................................................................................................................28
  2.2 RISKS RELATED TO THE BANK’S SHARES .............................................................................................................29
  2.3 RISKS RELATED TO THE VOLATILITY OF THE GLOBAL FINANCIAL MARKETS......................................................30
  2.4 RISKS ASSOCIATED WITH THE GROUP’S CORPORATE ACTIVITY IN CYPRUS ......................................................31
  2.5 RISKS ASSOCIATED WITH THE GROUP’S BUSINESS ACTIVITY IN GREECE ..........................................................32
  2.6 RISKS ASSOCIATED WITH THE CURRENT OPERATING ENVIRONMENT ...............................................................33
  2.7 RISKS ASSOCIATED WITH MPB’S POTENTIAL NEED FOR ADDITIONAL CAPITAL.................................................33
  2.8 A DOWNGRADE OF THE GROUP’S CREDIT RATING MAY RESTRICT ITS ACCESS TO CERTAIN MARKETS
        AND COUNTERPARTIES, AS WELL AS INCREASE THE AMOUNT OF CERTAIN GUARANTEES,
        TO FACILITATE ITS TRANSACTIONS WITH THIRD PARTIES ...................................................................................33
  2.9 RISKS ASSOCIATED WITH GROUP OPERATIONS OUTSIDE GREECE AND CYPRUS. .............................................34
  2.10 INTERRUPTION OR SECURITY VIOLATION OF THE GROUP’S IT SYSTEMS MAY CAUSE A DISRUPTION
        IN OPERATIONS AND OTHER RELATED ISSUES. ...................................................................................................34
  2.11 COMPLIANCE RELATED RISKS AND RISKS FROM FRAUDULENT EMPLOYEE ACTIVITIES ....................................34
  2.12 RISKS RELATED TO THE GROUP’S INSURANCE OPERATIONS ..............................................................................35
  2.13 INTENSITY OF COMPETITION................................................................................................................................36
  2.14 REPUTATION AND STRATEGIC RISK ......................................................................................................................36
  2.15 RELIANCE ON EXECUTIVES AND MANAGEMENT OF THE GROUP’S SUBSIDIARIES
        AND AFFILIATES ABROAD ....................................................................................................................................36
  2.16 RISKS RELATED TO THE OPERATION OF THE BANK .............................................................................................36
3 PREPARATION OF THE PROSPECTUS / DIRECTORS .......................................................................................................45
4 INFORMATION ON THE ISSUING COMPANY .................................................................................................................47
  4.1 LEGAL STATUS ......................................................................................................................................................47
  4.2 BRIEF HISTORY AND IMPORTANT MILESTONES OF THE GROUP’S DEVELOPMENT ............................................47
  4.3 REVIEW OF BUSINESS OPERATIONS .....................................................................................................................55
  4.4 ANALYSIS OF INCOME AND LOAN PORTFOLIO ...................................................................................................68
  4.5 GROUP’S ORGANISATIONAL STRUCTURE ............................................................................................................70
  4.6 FINANCIAL INFORMATION....................................................................................................................................73
  4.7 ANALYSIS OF RESULTS AND RECENT TRENDS .....................................................................................................84
  4.8 FINANCIAL TARGETS AND PROSPECTS ................................................................................................................92
  4.9 MAJOR INVESTMENTS ..........................................................................................................................................93
  4.10 USE OF PROCEEDS OF PREVIOUS SHARE CAPITAL INCREASE ...........................................................................108


                                                                                        5
                                                                                                                                                             PROSPECTUS




TABLE OF CONTENTS

    4.11     CAPITAL AND CAPITAL STRUCTURE ...................................................................................................................108
    4.12     RISK MANAGEMENT...........................................................................................................................................123
    4.13     OTHER INFORMATION ........................................................................................................................................140
    4.14     MANAGEMENT AND SUPERVISION....................................................................................................................140
    4.15     OPERATION OF THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE ISSUES ....................................154
    4.16     GROUP PERSONNEL ............................................................................................................................................157
    4.17     SHARE CAPITAL, MAIN SHAREHOLDERS AND SHARES OWNED BY MANAGEMENT AND PERSONNEL ..........157
    4.18     RELATED PARTY TRANSACTIONS .......................................................................................................................163
    4.19     DIVIDEND POLICY ...............................................................................................................................................169
    4.20     SELECTED STATISTICAL DATA AND OTHER INFORMATION ...............................................................................170
    4.21     MEMORANDUM AND ARTICLES OF ASSOCIATION ...........................................................................................179
    4.22     OTHER STATUTORY INFORMATION ....................................................................................................................183
    4.23     DOCUMENTS AVAILABLE FOR REVIEW ..............................................................................................................183
    4.24     REFERENCES........................................................................................................................................................184
    4.25     CONSENTS, CONFIRMATIONS AND STATEMENTS .............................................................................................184
5 NOTE REGARDING THE ISSUANCE AND LISTING OF RIGHTS
  TO THE CYPRUS AND THE ATHENS EXCHANGES .......................................................................................................191
  5.1 INDICATIVE RIGHTS’ TIME-SCHEDULE ................................................................................................................191
  5.2 GENERAL DATA FOR THE ISSUANCE OF RIGHTS................................................................................................191
  5.3 TERMS FOR THE OFFER OF RIGHTS ....................................................................................................................193
  5.4 PROCEDURE FOR THE EXERCISE OF RIGHTS ......................................................................................................196
  5.5 PROCEDURE FOR THE EXERCISE BY SHAREHOLDERS REGISTERED
       IN THE CENTRAL DEPOSITORY/CSE REGISTRY ...................................................................................................196
  5.6 PROCEDURE OF EXERCISE CONCERNING SHAREHOLDERS REGISTERED
       WITH THE CDS OF THE HELLENIC STOCK EXCHANGES COMPANY ..................................................................198
  5.7 IMPACT ON DILUTION ........................................................................................................................................199
  5.8 RIGHTS / DIVIDENDS...........................................................................................................................................200
  5.9 INFORMATION WITH REGARD TO RIGHTS AND TRANSFERABLE SECURITIES BEING OFFERED ........................200
  5.10 SUBSCRIPTION RIGHTS TO NON-EXERCISED RIGHTS.........................................................................................201
  5.11 NON EXERCISED NIL-PAID RIGHTS .....................................................................................................................203
  5.12 ANNOUNCEMENT OF RESULTS ..........................................................................................................................204
  5.13 LETTERS ALLOTTING NEW SHARES ....................................................................................................................204
6 OTHER IMPORTANT INFORMATION .............................................................................................................................205
  6.1 USE OF PROCEEDS OF THE ISSUE .......................................................................................................................205
  6.2 NET PROCEEDS OF THE ISSUE ............................................................................................................................205
  6.3 WITHDRAWAL RIGHT .........................................................................................................................................205
  6.4 TAX REGIME........................................................................................................................................................205
  6.5 MOVEMENT OF CAPITAL AND PARTICIPATION BY FOREIGN INVESTORS..........................................................207
  6.6 CAPITAL ADEQUACY REGULATIONS ..................................................................................................................208
  6.7 CREDIT RATING ...................................................................................................................................................209
GLOSSARY OF TERMS ........................................................................................................................................................210




                                                                                        6
                                                                                                             PROSPECTUS




                                                                             SUMMARY NOTE 1

This Summary Note has been prepared on the basis of the Public Offer and Prospectus Law of 2005 of the Republic of
Cyprus and the Commission Regulation (EC) No 809/2004 of the European Union. It contains a brief description of the
operations and business strategy of Marfin Popular Bank Public Co Ltd (the ‘Bank’, ‘MPB’, ‘Group’). It also includes a
summary of the terms of the present Rights issue and listing of the Rights of the Bank on the Cyprus Stock Exchange
(CSE) and the Athens Exchange (ATHEX).

This Summary Note constitutes an introduction to the Prospectus. It is noted that the study of this Summary Note
alone does not suffice in order to furnish investors with comprehensive information on which to base an investment
decision. Consequently, investors must base any decision to invest in the Rights issued with this Prospectus and,
by extension, in the shares of the Bank that will be issued upon the exercise of the Rights, on consideration of
the Prospectus as a whole.

In the event that a claim relating to the information contained in this Prospectus is brought by an investor before a
court of justice, the plaintiff-investor will bear any potential costs relating to the translation of the Prospectus for the
purposes of the legal proceedings.

It is noted that civil liability attaches to the persons who have submitted the Summary Note of the Prospectus and any
translation thereof, and requested its publication or notification, only if the Summary Note is misleading, inaccurate or
inconsistent when read together with other parts of the Prospectus.




1.1 The Bank
Marfin Popular Bank Public Co Ltd is a public limited company, which has been registered in Cyprus since 1924 under
registration number 1, in accordance with the Companies’ Law Chap. 113 of the Republic of Cyprus.




1.2 Objectives
The primary objectives of the Bank are set out in Article 3 of its Memorandum of Association. Its primary objectives
include, among others, the establishment and conduct of banking, brokerage and commercial operations of any kind,
as well as the establishment, operation and management of branches in Cyprus and abroad. The Bank is duly authorised
to carry on banking business in Cyprus on the basis of a banking license originally granted by the Controller of Banks on
25/03/1946 in accordance with the Banking Business (Temporary Restrictions) Law of 1939 and, subsequently, by the
Central Bank of Cyprus acting within its powers emanating from the Banking Laws of 1997 - 2009.

For further information see Section 4.21 of this Prospectus.

The Memorandum of Association and Articles of Association of MPB are available at its head office for inspection.




                                                             7
                                                                                                            PROSPECTUS




1 SUMMARY NOTE
1.3 Board of Directors
On the date of this Prospectus, the composition of the Bank’s Board of Directors is as follows:

• Andreas Vgenopoulos                  Chairman, Non-Independent Non-Executive Member
• Neoclis Lysandrou                    Vice Chairman, Non-Independent Non-Executive Member
• Vassilios Theocharakis               Vice Chairman, Non-Independent Non-Executive Member
• Efthimios Bouloutas                  Chief Executive Officer, Executive Member
• Christos Stylianides                 Deputy Chief Executive Officer, Executive Member
• Panayiotis Kounnis                   Deputy Chief Executive Officer, Executive Member
• Eleftherios Hiliadakis               Executive Member
• Platon E. Lanitis                    Non-Independent Non-Executive Member
• Stelios Stylianou                    Non-Independent Non-Executive Member
• Fadel Al Ali                         Non Independent Non Executive Member (appointed on 25/05/2010)
• Albdulrazaq Al Jassim                Non Independent Non Executive Member (appointed on 25/05/2010)
• Constantinos Mylonas                 Independent Non-Executive Member
• Markos Foros                         Independent Non-Executive Member
• Hesham Al Qassim                     Independent Non Executive Member (appointed on 27/07/2010)

The Bank has adopted a Code of Corporate Governance and Internal Regulations in compliance with the provisions of
the Code of Corporate Governance issued by CSE.



1.4 Group Executive Committee
The Group’s Executive Committee is comprised of the following members:
• Efthimios Bouloutas             Chairman
• Panayiotis Kounnis
• Christos Stylianides
• Eleftherios Hiliadakis
• Iraklis Kounadis
• Kyriakos Magiras
• Dimitris Spanodimos
• Samuel David



1.5 Secretary, Advisors and Commissioner
Secretary                                                    Stelios Haziiosif
                                                             Marfin CLR (Financial Services) Ltd*
                                                             Marfin CLR House, 26 Vironos Avenue, 1096 Nicosia
Lead Managers
                                                             Investment Bank of Greece S.A.
                                                             24B Kifissias Avenue, Maroussi 15125 Athens
Lead Manager Responsible for Drawing up the Prospectus       Marfin CLR (Financial Services) Ltd*
Sponsor Responsible for the Collection of the Subscription
                                                             Marfin Popular Bank Public Co Ltd
monies of the exercised Rights




                                                             8
                                                                                                                   PROSPECTUS




                                                                                SUMMARY NOTE 1

                                                                 PricewaterhouseCoopers Limited
                                                                 Julia House
                                                                 3 Themistokli Dervi Street, 1066 Nicosia
Auditors
                                                                 Grant Thornton (Cyprus) Limited
                                                                 Nimeli Court, Block C
                                                                 41-49 Agiou Nikolaou Street, 2408 Nicosia




1.6 Registered Office
Registered Office and Management Office            154 Limassol Avenue, 2025 Nicosia PO Box 22032, 1598 Nicosia




1.7 Share Capital
On the date of this Prospectus, the approved authorised share capital of the Bank amounts to EUR 1,776,500,000
divided into 2,090,000,000 shares of a nominal value of EUR 0.85 each, while the issued share capital of the Bank
amounts to EUR 829,884,926.80 divided into 976,335,208 shares of a nominal value of EUR 0.85 each.




1.8 Summary Information regarding the Group
Marfin Popular Bank Group offers a comprehensive range of banking, insurance and related financial services. It operates
in Cyprus, Greece, the United Kingdom, Australia, Guernsey, Serbia, Romania, the Ukraine, Estonia, Malta and Russia.

The Group is primarily based in Cyprus, where it holds a 19.28%1 market share in deposits and a 16.84% market share
in loans. The main part of the Group’s business is currently undertaken in the Greek market, in which the Group is
active since 1992.

On 30/09/2010, the Group employed 8,681 persons in total.

The Bank’s shares are traded on the Cyprus Stock Exchange (Main Market) and the Athens Exchange (Big Capitalisation
Market).




1.9 Historical Background and Key Milestones in the Development of MPB
The Bank commenced its operations in 1901, upon establishment of the Popular Savings Bank of Limassol. The Savings
Bank grew into a full Banking Institution and was registered as the first public company in 1924, with registration
number 1, under the name Popular Bank of Limassol Ltd. In 1967, the Bank was renamed Cyprus Popular Bank Ltd,
and has been rapidly expanding its business throughout Cyprus since 1969. On 26/05/2004, it was renamed Cyprus
Popular Bank Public Company Ltd. in accordance with the provisions of the Cyprus Company Law, Chap. 113. Finally,
on 31/10/2006, the Extraordinary General Shareholders’ Meeting approved the change of the name of the Bank to
Marfin Popular Bank Public Co Ltd.




1. Source: Group Data, Central Bank of Cyprus (May 2010, including affiliated banking institutions and International Business Units
   (IBUs)).

                                                                9
                                                                                                          PROSPECTUS




1 SUMMARY NOTE
Milestones:

1970
• Acquisition of a 20% stake of the Bank’s share capital by the Hong Kong and Shanghai Banking Corporation
 (HSBC).

1974
• The Group launched its international expansion, with the establishment of its first branch in London.

1982
• Acquisition of the Cyprus operations of Grindlays Bank, the largest and longest-established international bank
 operating on the island and the third largest bank in Cyprus.

1992
• Expansion into Greece through the incorporation of an independent bank, the European Popular Bank (renamed
 Popular Bank of Greece S.A.), with an initial shareholding of 72%.

1995
• Launch of Cyprialife, a new Life Insurance Company.
• Purchase of a neoclassic mansion on Vironos Avenue in Nicosia, used to house the Bank’s valuable Cyprological Book
 Collection, the Collection of Contemporary Cypriot Art, and the offices of the Cultural Centre.

1996
• Inauguration of the Group’s new headquarters in Nicosia.
• Inauguration of the first Self-Service Branch in Cyprus.

1998
• The Bank is first to introduce Internet Banking services in Cyprus.

1999
• Establishment of Laiki Telebank, the first call centre in Cyprus.
• The acquisition of the Paneuropean Insurance Company group strengthened the Group’s presence in the insurance
 market.

2000
• Launch of the first integrated electronic bank in Cyprus (Laiki eBank).

2001
• Establishment of Laiki Bank (Australia) Limited, a subsidiary in Australia.
• Launch of e-banking services in Greece.

2004
• Launch of E-banking services provision in the United Kingdom and Australia.




                                                             10
                                                                                                         PROSPECTUS




                                                                         SUMMARY NOTE 1

2005
• Incorporation and operation of Laiki Bank (Guernsey) Limited, a Guernsey bank.
• Acquisition of Centrobanka a.d., a Serbian bank, which was renamed Laiki Bank a.d. and, subsequently, Marfin Bank
 JSC Belgrade.

2006
• Merger with the Greek financial groups Marfin Investment Group Holdings S.A. (MIG) (formerly, Marfin Financial
 Group) and Egnatia Bank S.A., and a decision to acquire 100% of the share capital of Laiki Bank (Hellas) S.A.
• The Bank is renamed Marfin Popular Bank Public Co Ltd (MPB).

2007
• Purchase agreement signed to acquire a 99.21% stake in the share capital of the Ukrainian Marine Transport Bank
 (MTB) and three associated companies in the financial leasing sector.
• MIG Leisure Ltd, a subsidiary of MIG, acquired a 64.3% stake in the share capital of Cyprus Tourism Development
 Public Company Ltd. (KETA), owner of the Hilton Cyprus hotel in Nicosia.
• Acquisition of a 50% stake in the share capital of Attika Akinita AEEAP from its subsidiary, MIG.
• Agreement to acquire about 43% of the share capital of Lombard Bank Malta Plc (LBM), the third largest bank in
 Malta.

2008
• Acquisition of a 50.04% stake in the share capital of OAO RPB-Holding, which owns the Russian bank OOO Rossiysky
 Promyishlenny Bank (Rosprombank) and its subsidiary, OOO RPB-Leasing.
• Acquisition of a 50.12% stake in the share capital of AS SBM Pank (renamed Marfin Pank Eesti AS), an Estonian bank
 operating 4 branches.
• Sale agreement of the entire share capital of Egnatia Financial Services (Cyprus) Ltd, previously acquired by the Bank
 in June 2007, to its subsidiary Laiki Investment EPEY Public Company Ltd.
• Agreement signed with Dubai Financial Group for the latter’s acquisition of 53,532,184 shares of MIG.
• Completion of the restructuring process and merger of Cyprus Laiki Bank (Financial Services) Ltd with the Bank.
• Long-term collaboration agreement signed with CNP Assurances with a purpose to develop insurance operations
 through the banking networks of the Bank in Greece and Cyprus.
• Strategic cooperation agreement signed with MIG and WIND Hellas Group to jointly pursue new growth opportunities
 in the telecommunications and electronic banking services sectors in Greece.
• Increase in the Bank’s stake in the share capital of Estonian Bank Marfin Pank Eesti AS (formerly, AS SBM PANK)
 to 53%.

2009
• Completion of merger of Laiki Investments (Financial Services) Public Company Ltd with CLR Capital Public Ltd,
 creating the largest investment services group in Cyprus.
• Trade name change of Laiki Investments (Financial Services) Public Company Ltd to Marfin CLR Public Co Ltd.
• The Boards of the Bank and its subsidiary Marfin Egnatia Bank S.A. approved to commence the procedures for the
 merger of the two banks.




                                                          11
                                                                                                               PROSPECTUS




1 SUMMARY NOTE
2010
• The Bank participated in the 2010 Pan-European Bank Stress Test, which was organised by the Committee of European
 Banking Supervisors (CEBS), in cooperation with the European Central Bank (ECB) and the Central Bank of Cyprus.
• “The Banker” a prestigious Financial Times international journal, conferred the BANK OF THE YEAR 2010 award
 for Cyprus to Marfin Laiki Bank. This distinction rewards Banks for the exceptional quality of their services, their
 innovative products, and their state of the art technology. It marks a new golden age in the history of the Group and
 reflects the strong appreciation and trust of its customers. The award adds to a long list of previous distinctions, and
 is a testament to the Bank’s pioneering services, innovation and steady growth. It is also noteworthy that Marfin Laiki
 Bank is the only Cyprus Bank to earn the Quality Recognition award of JP Morgan Chase.
• According to Articles 201(xvii) and 201(xix) of (Cyprus) Companies Law, the joint request of the Bank and Marfin
 Egnatia Bank SA regarding the approval of the completion of the merger was examined by the District Court of
 Nicosia which issued a decision setting 31/03/2011 (at 12.00 pm) as the date of effect of the merger.




1.10 Financial Targets and Prospects / Group Strategy
Financial Targets and Prospects
The main characteristic of the financial sector as well as of the broader field of financial activities is the continued credit
and financial global crisis. As a result, the economic environment remains extremely unstable and difficult to predict.
At the same time, on the basis of the applicable data and information, it is estimated that the normalisation of the
markets will still take a long time.

In the framework of the current economic sentiment, which, as aforementioned, is considered to be highly unstable
and difficult to predict, MPB Group’s primary aim is to preserve its capital strength and high liquidity, in order to serve,
in the best possible way, the interests of its shareholders and customers. Meanwhile, the Group aims to strengthen its
organic development and gradually adjust to the forthcoming regulations regarding the increased capital requirements
of Basel III. Despite the adverse financial environment, the Group managed to preserve its advantages during 2010,
such as its robust capital position and adequate level of liquidity, necessary to face future challenges.

ΜΡΒ Group’s management believes that the ongoing strategy of maintaining a high level of capital adequacy and
liquidity, as well the limited exposure to turbulent markets, will ensure that MPB will remain a powerful private financial
group.



Group Strategy
• Consolidate and expand its banking franchise in Cyprus
  The Bank holds a well-established and secure position in the highly concentrated and profitable Cypriot market.
  It is accordingly well positioned to capture a significant share of the increased banking business associated with
  continued strong economic growth in Cyprus. Management sees particularly attractive opportunities in the areas of
  mainstream residential lending, infrastructure projects and premium property development.




                                                              12
                                                                                                      PROSPECTUS




                                                                       SUMMARY NOTE 1

• Expanding its international banking business
 Like the Bank’s other operations in Cyprus, its growing international banking business enjoys a strong market
 position. Demand for international banking services has been expanding on the back of the ongoing integration
 of key Global Emerging Markets to the global economy, over the last few years. MPB has invested heavily in both
 human capital and infrastructure in order to accommodate significant volume growth. In view of the Group’s
 strong positioning as well as the market’s size and profitability potential, it is the management’s intention to
 continue to invest heavily in this line of business. As this business requires only a minimal physical presence to
 operate, the level of capital investment required is modest, enhancing potential returns.


• Leverage existing IBB customer base to expand higher value-added business lines
 MPB’s Cyprus-based international banking business in Cyprus and its shipping franchise in Greece give the Group
 direct and ongoing access to an expanding and highly attractive customer base. The Bank expects that there is
 significant potential to leverage this customer base to achieve profitable growth in higher value-added business
 lines. The Group intends to develop a comprehensive service offering aimed at such customers, including wealth
 and asset management, extension of credit, as well as capital market products. It is management’s view that the
 combination of such a comprehensive product offering in association with selective local presence, should enable
 the Bank to maximize client penetration and profitability.


• Selectively pursue growth in international operations
 The Group has established a solid platform for future development in a number of countries that management
 believes offer attractive growth opportunities. Serbia, has not experienced as significant an economic downturn
 as the remaining SEE countries following the global financial crises and opportunities arise on the back of Serbia’s
 increasingly pro-EU deliberations regarding its eventual membership. Ukraine, having surpassed a period of political
 turbulence has with the assistance of an IMF-sponsored programme began experiencing solid signs of recovery,
 mainly based on its exporters. The latter could in turn affect positively consumer confidence and spending. The
 Bank is looking to leverage these positive developments in these markets by focusing on niche banking products
 for its retail and SME clients; it is also aiming at maximising synergies amongst the Group’s lines of business in
 order to offer comprehensive and complementary products and services to its local corporate clients. Romania
 will in time afford similar opportunities, although management expects that it will be some time before such
 opportunities materialise.


• Enhance operational efficiency
 The Bank was formed through a combination of organic expansion and acquisitions. Despite significant progress
 made so far with regards to recently acquired entities, management believes that significant opportunities still
 remain to further streamline the Group’s operations, thus enhancing efficiency and reducing operating costs. Over
 the last two years the Bank has made significant progress towards a structure along global functions. That process
 has gone in parallel with significant investments in Risk Management with a view to fully adapt to an enterprise
 risk-based approach. That process towards an improved organisational structure, enhanced integration, and more
 effective Risk Management framework should be reinforced by the forthcoming Marfin Popular Bank- Marfin
 Egnatia Bank merger.




                                                        13
                                                                                                            PROSPECTUS




1 SUMMARY NOTE
• Strengthen its capital base to allow its continued strategic development
  Although the Bank currently enjoys a strong capital position, management anticipates that regulatory capital
  requirements as a result, amongst others, of the forthcoming Basel III regulations will increase, perhaps substantially,
  in the near future. The Group has accordingly undertaken this Rights issue in order to ensure that it can meet such
  future capital requirements while at the same time its organic strategic growth objectives, building along three
  pillars: a) consolidating its already strong position in the fast growing Cypriot market, b) leveraging up on its rapidly
  expanding IBB customer base, through a comprehensive product offering that will enable us to move up the value
  chain, that is from transaction banking to higher margin advisory banking and c) selectively expanding in Emerging
  Europe, focusing on servicing its Greek, Cypriot and Emerging Europe clients on the ground.




1.11 Major Shareholders
As of the date of this Prospectus, the shareholders owning, directly or indirectly, more than 5% of the issued share
capital of the Bank, are the following:

                                                                                 PERCENTAGE
                                                        PERCENTAGE OF                                TOTAL PERCENTAGE
SHAREHOLDER                                                                       OF SHARES
                                                       SHARES (DIRECTLY)                                OF SHARES
                                                                                 (INDIRECTLY)
Dubai Financial Limited Liability Company                    18.69%                  0.00%                 18.69%
Marfin Investment Group Holdings S.A.                            9.49%               0.00%                   9.49%
Total (of 976,335,208 shares)                                                                             28.18%



All shareholders have the same voting rights.

As of 08/12/2010, the total number of shareholders was 77,568.




1.12 Condensed Consolidated Financial Data
The following summarized financial data for the years 2007, 2008 and 2009 is based on the annual audited consolidated
financial statements of the Group for the aforementioned years, which have been prepared in accordance with the IFRS
and have been published as provided for by the Cypriot legislation.

It is noted that the audited financial reports for the year 2007 have been prepared and published in Cypriot pounds.
The euro amounts for 2007 have occurred by the conversion of the amounts in Cypriot pounds on the basis of an
exchange rate of €1=£0.585274.

Wherever needed, the comparative figures for 2007 have been adjusted to conform with changes in presentation for
the year 2008. The consolidated balance sheet as of 31/12/2007 has been adjusted in order to reflect the adjustments
made in the preliminary accounting in relation to the preliminary results from the purchase price allocation of Marine
Transport Bank. The consolidated income statement for the year ended 31/12/2007 has been adjusted in order to
reflect the classification of the insurance services of the Group as discontinued activities. Moreover, the consolidated
balance sheet as of 31/12/2008 has been adjusted in order to reflect the adjustments in the preliminary accounting
in relation to the preliminary results from the purchase price allocation of Lombard Bank Malta Plc and of Rossiysky
Promyishlenny Bank Company Ltd (Rosprombank).


                                                            14
                                                                                                     PROSPECTUS




                                                                          SUMMARY NOTE 1

It is noted that the accounting standards required according to the Securities and Cyprus Stock Exchange Laws and
Regulations are the IFRS, which were adopted by the European Union and are in line with the requirements of the
Cyprus Companies Law, Chap. 113.

The annual reports and the audited consolidated financial statements of the Bank for the years ended 31/12/2007,
31/12/2008, and 31/12/2009, as well as the condensed unaudited consolidated financial statements of the Group
for the nine month period ended on 30/09/2010, are available for inspection at the registered offices of the Bank,
during usual banking hours, while they can be downloaded from the official website of the Bank: www.laiki.com
(“Investor Relations”).

                                                         ADJUSTED        ADJUSTED
                                             AUDITED                                   AUDITED         AUDITED
                                                          AUDITED         AUDITED
                                            31.12.2009                                31.12.2007      31.12.2007
                                                         31.12.2008      31.12.2007
                                              € ‘000                                    € ‘000          £ ‘000
                                                           € ‘000          € ‘000
Net interest income                           635,788      744,404          664,772      669,293         391,720
Net fee and commission income                 227,913      286,739          308,892      309,918         181,387
Operating income                             1,074,853    1,085,286       1,175,853    1,242,180         727,016
Profit before tax                             217,797      367,175          549,703      595,748         348,676
Profit for the year                           170,379      403,345          593,133      593,133         347,146
Profit attributable to owners of the
                                              173,872      394,563          563,338      563,338         329,708
Bank
Earnings per share – for profit
attributable to the owners of the Bank            20.8         48.3            72.1         72.1             42.2
- cent
Advances to customers                       25,082,163   23,427,226      17,615,108   17,615,108      10,309,665
Total assets                                41,828,363   38,367,152      30,257,573   30,250,117      17,704,607
Customer deposits                           23,885,776   24,828,269      20,694,917   20,694,917      12,112,197
Loan capital                                 1,050,501     725,907          604,049      604,049         353,534
Total liabilities                           38,069,120   34,797,576      26,775,355   26,767,993      15,666,610
Total equity                                 3,759,243    3,569,576       3,482,218    3,482,124       2,037,997



The figures for the nine month period ended on 30/09/2010 are based on the condensed interim unaudited consolidated
financial statements of the Group for the reporting period and are prepared in accordance with the International
Accounting Standard 34 “Interim Financial Reporting”, as issued by the International Accounting Standards Board
(IASB) and adopted by the EU.

                                                                      30.09.2010               30.09.2009
                                                                        € ‘000                   € ‘000
Net interest income                                                     537,029                    455,925
Net fee and commission income                                           153,336                    164,541
Operating income                                                        775,924                    801,889
Profit before tax                                                       109,774                    186,561
Profit for the period                                                    85,121                    144,746
Profit attributable to owners of the Bank                                82,710                    143,918
Earnings per share – cent                                                    9.8                      17.2




                                                          15
                                                                                                                           PROSPECTUS




1 SUMMARY NOTE
                                                                                  30.09.2010                          30.09.2009
                                                                                    € ‘000                              € ‘000
Advances to customers                                                             26,182,991                       25,082,163
Total assets                                                                      42,680,551                       41,828,363
Customer deposits                                                                 24,889,774                       23,885,776
Loan capital                                                                       1,264,143                           1,050,501
Total liabilities                                                                 38,986,613                       38,069,120
Total equity (incl. non-controlling interests)                                     3,693,938                           3,759,243



The main performance indices of the Group for the years 2007, 2008, 2009 and for the nine month period ended on
30/09/2010, are as follows:

                                                                                   ADJUSTED              ADJUSTED
                                         NON AUDITED            AUDITED                                                     AUDITED
                                                                                    AUDITED               AUDITED
                                          30/09/2010           31/12/2009                                                  31/12/2007
                                                                                   31/12/2008            31/12/2007
Net Interest Margin (%)                          1.84%               1.72%              2.40%             2.84%*              2.85%
Loan/Deposits                                105.00%            104.00%                 94.4%              85.0%              85.0%
Cost of credit (provisioning) (bps)
                                                   101                 100                 61                 63                    63
Return on tangible equity                        4.8%                 7.7%              18.3%             22.2%*              28.8%
Return on average assets                         0.26%               0.42%              1.16%             1.65%*              2.14%
Cost/income ratio                                62.7%               58.1%              54.5%             50.3%*              44.4%

* as adjusted for non-recurring income



The following table displays the Group’s capital structure and the debt to equity and capital adequacy ratios.

                                                                           ADJUSTED       ADJUSTED
                                      UNAUDITED           AUDITED                                           AUDITED          AUDITED
                                                                            AUDITED        AUDITED
                                      30/09/2010         31/12/2009                                        31/12/2007       31/12/2007
                                                                           31/12/2008     31/12/2007
                                        € ‘000             € ‘000                                            € ‘000           £ ‘000
                                                                             € ‘000         € ‘000
Equity
Share capital                           729,542            720,930           705,607        680,613           680,613         398,345
Share premium                         2,183,304          2,179,146         2,144,141      2,017,708         2,017,708        1,180,912
Reserves                                668,421            735,846           580,073        691,274           691,274         404,585
Non-controlling interests               112,670            123,321           139,755            92,623         92,529              54,155
Total Equity                          3,693,938          3,759,243         3,569,576      3,482,218         3,482,124        2,037,997
Loan Capital                          1,264,143          1,050,501           725,907        604,049           604,049         353,534
Debt to Equity Ratio                      34.2%             27.9%             20.3%             17.3%          17.3%               17.3%
Capital Adequacy Ratio                    11.8%            11.5%*            10.1%*             11.2%          11.2%               11.2%

* after the deduction of the proposed dividend in accordance with the directions of the Central Bank of Cyprus




                                                                      16
                                                                                                           PROSPECTUS




                                                                             SUMMARY NOTE 1

1.13 Data on Transactions with Related Parties
1.13.1 Transactions with related parties for the years 2007, 2008 and 2009
The Bank certifies that the related parties’ transactions for the years 2007, 2008 and 2009 have been carried out on
normal business terms as part of the Group’s normal activities and are approved by the Board of Directors of the Bank,
are as follows:

                                  NUMBER OF    NUMBER OF         NUMBER OF     AUDITED        AUDITED         AUDITED
TRANSACTIONS WITH KEY
                                  DIRECTORS    DIRECTORS         DIRECTORS      2009           2008            2007
MANAGEMENT PERSONNEL
                                     2009         2008              2007        €‘000          €‘000           €‘000
Advances to Directors and their
connected persons:
  More than 1% of the net
                                      2              2               2          307,732        271,744        188,573
  assets of the Group
  Less than 1% of the net
                                     11             12              13            9,073          8,339           4,659
  assets of the Group
                                     13             14              15          316,805        280,083        193,232
Advances to other key
management personnel and                                                         12,926          7,153            449
their connected persons
Total Advances                                                                  329,731        287,236        193,681
Contingencies and
commitments for guarantees
and letters of credit:
Guarantees to Directors and
their connected persons:
  More than 1% of the net
                                                                                 38,418         14,239         23,784
  assets of the Group
Total guarantees                                                                 38,418         14,239         23,784
Letters of credit to Directors
and their connected persons:
  More than 1% of the net
                                                                                      9         14,603         16,280
  assets of the Group
Total letters of credit                                                               9         14,603         16,280
Total loans, advances and
                                                                                368,158        316,078        233,745
commitments
Tangible securities                                                             406,041        382,521        250,343
Interest income                                                                  10,210         13,598           4,256
Deposits                                                                        119,118        122,939        147,092
Interest expenses                                                                 3,238          7,217           1,360



There are no contingencies and commitments relating to other Executives of the Group.

The amount of tangible securities is presented aggregated in the preceding table. Therefore, it is possible that some
individual facilities are not fully covered with tangible securities. The total amount of facilities that are unsecured on
31/12/2009 amounts to €60,540,000 (2008: €58,558,000).

Related persons include the spouse, minor children and companies in which Main Executives hold, directly or indirectly,
at least 20% of the voting rights in a general meeting or act as directors or exercise control of the entities in any way.



                                                            17
                                                                                                         PROSPECTUS




1 SUMMARY NOTE
Other transactions with Key Management Personnel
During 2009, the Group received commissions on stock exchange transactions from Directors or key management
personnel and their related persons amounting to €46,000 (2008: €164,000) and purchased goods and services
amounting to €148,000 (2008: €214,000) from companies connected to Lanitis Group. Additionally, in 2008 the
Group sold land to a company connected to Lanitis Group for a consideration of €29,600,000, realizing a profit of
€14,200,000.

The above transactions are carried out on commercial terms as part of the Group’s normal activities.


Main Key Management Personnel Fees

                                                          AUDITED               AUDITED                 AUDITED
                                                         31/12/2009            31/12/2008              31/12/2007
                                                            €‘000                 €‘000                   €‘000
Fees paid to Directors as members of the Board                110                  190                    146
Remuneration of Directors under executive role:
  Salaries and other short-term benefits                   1,396                 1,704                   1,355
  Employer’s social insurance contributions                    71                   72                     33
  Retirement benefits scheme expense                          118                   95                     83
                                                           1,585                 1,871                   1,471
Fees for consultancy services of Directors under
                                                              250                  320                    331
non executive role
Compensation of other Executives:
  Salaries and other short-term benefits                   1,214                 1,129                    774
  Employer’s social insurance contributions                    53                   57                     77
  Retirement benefits scheme expense                           31                   26                    111
                                                           1,298                 1,212                    962
Share-based payment compensation for Main
                                                           1,026                 1,381                    970
Executives
Total compensation of other Executives                     4,309                 4,974                   3,880



Additionally, in 2009 Key Management Personnel received a bonus of total of €2.2 million based and charged on the
results of 2008 (2008: €3.6 million).

The number of Share Options for each Director, none of which was exercised up to 31/12/2009, are as follows:
Andreas Vgenopoulos 6,000,000, Efthimios Bouloutas 3,500,000, Christos Stylianides 1,750,000, Panayiotis Kounnis
1,750,000, Eleftherios Hiliadakis 1,250,000, Markos Foros 500,000, Neoclis Lysandrou, Vassilis Theocharakis,
Platon E. Lanitis and Constantinos Mylonas 300,000 each and Stelios Stylianou 200,000. The number of Options
for other Executives, none of which was exercised up to 31/12/2009 is 7,750,000.




                                                         18
                                                                                                            PROSPECTUS




                                                                             SUMMARY NOTE 1

Furthermore, the Directors who have retired received:

                                                              AUDITED               AUDITED                AUDITED
                                                             31/12/2009            31/12/2008             31/12/2007
                                                                €‘000                 €‘000                  €‘000
Fees paid as members                                              -                   10                         119
Fees for consultancy services                                     -                     -                          -
Remuneration under executive role:
   Salaries and other short-term benefits                         -                     -                        135
   Employer’s social insurance contributions                      -                     -                         10
   Retirement benefits scheme expense                             -                     -                         18
                                                                  -                     -                        163
Retirement (including employer’s social insurance
                                                                  -                     -                          -
contributions)
Payments upon termination of services                             -                     -                          -
Total salaries                                                    -                   10                         282



In 2007, the Main Executives also included the 15 members of the Board of Directors, 5 of whom had executive duties,
as well as the members of the Executive Division.

In 2008, the Main Executives also included the 14 members of the Board of Directors, 5 of whom had executive duties,
as well as the members of the Group Executive Committee and the Group Chief Financial Officer.

In 2009, the Main Executives also included the 13 members of the Board of Directors, 5 of whom had executive duties,
as well as the members of the Group Executive Committee and the Group Chief Financial Officer.


Transactions with other related parties
On 31/12/2009 the balances with other related parties were as follows:

                                                             31/12/2009                             31/12/2008
                                                  RECEIVABLES         PAYABLES         RECEIVABLES           PAYABLES
                                                     € ‘000             € ‘000            € ‘000               € ‘000
Consolidated balance sheet
Marfin Insurance Holdings Ltd group (associate)      6,656            205,077               1,168            273,991
JCC Payment Systems Ltd (associate)                      -                23,294            1,695                20,621
Provident Funds of the employees of the
                                                         -                17,429                -                12,446
Group in Cyprus
                                                     6,656            245,800               2,863            307,058



Additionally, the group of Marfin Insurance Holdings Ltd held at 31/12/2009 senior debt and loan capital of the Group
with a nominal value of €15.1 million (2008: €12.6 million).

During the period ended 31/12/2009 the following transactions were realised with other related parties:




                                                             19
                                                                                                                  PROSPECTUS




1 SUMMARY NOTE
                                                                      2009                                 2008
                                                      INCOME                 EXPENSE         INCOME                EXPENSE
                                                       € ‘000                 € ‘000          € ‘000                € ‘000
Consolidated
Income statement
Marfin Insurance Holdings Ltd group (associate)         3,733                12,955                 -                   -
JCC Payment Systems Ltd (associate)                          3                1,140               10                1,532
Provident Funds of the employees of the Group
                                                            20                 700                  -                 610
in Cyprus
Dubai Financial Limited Liability Company
                                                           560                    -           1,230                     -
(major shareholder)
                                                        4,316                14,795           1,240                 2,142



Additionally, during 2009, the Group received a dividend of €1.87 million (2008: €1.85 million) from JCC Payment
Systems Ltd and €2.87 million from Marfin Insurance Holdings Limited.



1.13.2 Transactions with related parties for the period ended 30/09/2010
The transactions with related parties for the period ended 30/09/2010, certified to have been carried out on normal
business terms as part of the Group’s normal activities and upon approval from the Board of Directors of the Bank, are
as follows:

                                                                                       30/09/2010             31/12/2009
TRANSACTIONS WITH MAIN EXECUTIVES
                                                                                         € ‘000                 € ‘000
Advances to Directors
and their connected persons                                                             316,524                   316,805
Advances to other Executives and their connected persons                                 13,339                    12,926

Total advances                                                                          329,863                   329,731

Contingencies and commitments for guarantees and letters of credit:
Advances to Directors and their connected persons                                        41,555                    38,418
Letters of guarantee to Directors and their connected persons                                 9                        9
                                                                                         41,564                    38,427

Total advances and commitments                                                          371,427                   368,158
Tangible securities                                                                     405,637                   406,041
Deposits                                                                                 29,385                   119,118



                                                                        NINE MONTH PERIOD               NINE MONTH PERIOD
                                                                           WHICH ENDED                     WHICH ENDED
                                                                           ON 30/09/2010                   ON 30/09/2009
                                                                               € ‘000                          € ‘000
Interest income                                                                9,812                          9,273
Interest expense                                                                 895                          2,009



There are no contingencies and commitments relating to other Executives of the Group.

                                                                 20
                                                                                                             PROSPECTUS




                                                                            SUMMARY NOTE 1

The amount of tangible securities is presented in aggregates in the preceding table. Therefore, it is possible that some
individual facilities are not fully covered with tangible securities. The total amount of facilities that are unsecured as of
30/09/2010 is €63,174,000 (31/12/2009: €60,540,000).

Connected persons include the spouse, minor children and companies in which Main Executives hold, directly or
indirectly, at least 20% of the voting rights in a general meeting or act as directors or exercise control of the entities
in any way.


Other transactions with Key Management Personnel
During the nine-month period ended on 30/09/2010, the Group received commissions on stock exchange transactions
from Main Executives amounting to €133,000 (30/09/2009: €58,000) and purchased goods and services amounting
to €149,000 (30/09/2009: €34,000) from companies connected to Lanitis Group.

The above transactions are carried out as part of the normal activities of the Group, strictly on normal business terms.

                                                                   NINE MONTH PERIOD              NINE MONTH PERIOD
                                                                      WHICH ENDED                    WHICH ENDED
COMPENSATION OF KEY MANAGEMENT PERSONNEL
                                                                      ON 30/09/2010                  ON 30/09/2009
                                                                          € ‘000                         € ‘000
Fees paid to Directors as members of the Board                              148                            126

Remuneration of Directors under executive role
  Salaries and other short-term benefits                                  1,006                          1,008
  Employer’s social insurance contributions                                  92                             96
  Retirement benefits scheme expense                                         88                             78
                                                                          1,186                          1,182

Remuneration of Directors under non executive role
  Salaries and other short-term benefits                                     48                             45
  Employer’s social insurance contributions                                  13                             12
  Retirement benefits scheme expense                                         13                             11
                                                                             74                             68

Fees for consultancy services of Management
  Consultants under non executive role                                      150                            150

Compensation of other Executives
  Salaries and other short-term benefits                                  1,165                            869
  Employer’s social insurance contributions                                  66                             55
  Retirement benefits scheme expense                                         25                             21
                                                                          1,256                            945

Share-based payment compensation for
Main Executives                                                             643                            805
                                                                          3,457                          3,276




                                                             21
                                                                                                            PROSPECTUS




1 SUMMARY NOTE
For the nine-month period ended on 30/09/2010, the Main Executives included the members of the Board of Directors,
4 of whom had executive duties, the members of the Group Executive Committee, 4 of whom are not members of the
Board of Directors (30/09/2009: three members) and the Group Financial Officer.


Transactions with other related parties
On 30/09/2010, the balances with other related parties were as follows:

                                                                  30/09/2010                       31/12/2009
                                                    RECEIVABLES            PAYABLES     RECEIVABLES         PAYABLES
                                                       € ‘000                € ‘000        € ‘000             € ‘000
Consolidated balance sheet
  Marfin Insurance Holdings Ltd group (associate)      6,634               232,078         6,656             205,077
  JCC Payment Systems Ltd (associate)                  2,193                   23,346          -                23,294
Provident Funds of the employees
                                                           5                   27,318          -                17,429
of the Group in Cyprus
                                                       8,832               282,742         6,656             245,800



Additionally, the group of Marfin Insurance Holdings Ltd held at 30/09/2010 senior debt and loan capital of the Group
with a nominal value of €39.3 million (31/12/2009: €15.1 million).

During the period ended 30/09/2010, the following transactions were realised with other related parties:

                                                                    2010                             2009
                                                      INCOME               EXPENSE        INCOME            EXPENSE
                                                       € ‘000               € ‘000         € ‘000            € ‘000
Consolidated
  Income statement
  Marfin Insurance Holdings Ltd group (associate)      1,406                   8,005       2,615             10,700
JCC Payment Systems Ltd (associate)                        2                    674           2                  914
Provident Funds of the employees of the Group
  in Cyprus                                               33                    567          15                  640
  Dubai Financial Limited Liability Company
                                                              -                    -        560                     -
  (major shareholder)
                                                       1,441                   9,246       3,192             12,254



Additionally, during the period ended on 30/09/2009, the Group received a dividend of € 936,000 from JCC Payment
Systems Ltd.

From 30/09/2010 and up to the date of this Prospectus, there has been no material change in the information provided
above.




                                                         22
                                                                                                                   PROSPECTUS




                                                                             SUMMARY NOTE 1

1.14 Information on the Rights Issue
The main terms of the Rights issue are listed below.


Issuer                                            Marfin Popular Bank Public Co Ltd.

                                                  Issuance of 976.335.208 Rights (Rights) offered to Marfin Popular
                                                  Bank Public Co Ltd shareholders who shall be registered in the Central
                                                  Depository/ Registry of the Cyprus Stock Exchange (“CSE”) as well as in the
                                                  Dematerialised Securities System (“DSS”) of the Hellenic Stock Exchanges
                                                  S.A. (“HELEX”), on 07/01/2011 (record date).
Nil Paid Rights’ Issuance (‘NPR’, ‘Rights’)       Rights shall be issued and allotted at a ratio of one (1) nil paid Right for each
                                                  (1) ordinary share owned. Ex-rights date is 04/01/2011. That is, the persons
                                                  entitled to the allotment of Rights shall be those who acquire Marfin
                                                  Popular Bank Public Co Ltd shares by 03/01/2011 (last cum date). It is noted
                                                  that all shareholders shall have Subscription Rights, which shall be exercised
                                                  concurrently with their Rights for the acquisition of additional new shares,
                                                  in case they remain undisposed at the end of the exercise period of Rights.

                                                  Every two (2) Rights that shall be exercised at a total price of €1,00 shall be
                                                  converted to one (1) fully paid new share of Marfin Popular Bank Public Co
Rights Ratio to new shares                        Ltd. The new shares shall be listed in the CSE and the ATHEX, provided that
                                                  the relevant approvals shall be given by the CSE and the ATHEX. During the
                                                  exercise of Rights any arising fractional shares shall be ignored.

                                                  Subscription Rights with regard to Rights which have not been exercised
                                                  shall be given to shareholders entitled thereto and persons who shall
                                                  acquire Rights while trading on the CSE and the ATHEX, as long as they
                                                  have fully exercised their existing Rights. There is no maximum number of
                                                  Rights with reference to Subscription Rights. Subscription Rights shall be
                                                  exercised concurrently with the exercise of Rights throughout the exercise
                                                  period of Rights, in accordance with the procedure set out in Section 5.10.
                                                  The Shareholders of Marfin Egnatia Bank S.A. (“MEB”) who shall acquire
                                                  MEB shares until the last cum date, ie 03/01/2011 will have the right
                                                  to participate in the present share capital increase by exercising their
                                                  Subscription Rights, in accordance with the procedure set out in Section
                                                  5.10.
                                                  It is noted that ΜΕΒ shareholders shall be given priority in the procedure of
Subscription Rights                               Subscription Rights during the present share capital increase, which shall
                                                  precede the Subscription Rights of the other persons entitled to Subscription
                                                  Rights. The MEB shareholders who will be entitled to priority in Subscription
                                                  Rights will be those who shall acquire MEB shares until the 31/12/2010.
                                                  Example:
                                                  As at the last cum date, a ΜΕΒ shareholder holds 100 MEB shares. Based
                                                  on the exchange ratio the shareholder would have been entitled for (100
                                                  x 0.6726990008 =) 67.2699 shares of the Bank divided by 2, resulting
                                                  to 33.6350 shares, rounded up to the nearest whole number, therefore
                                                  entitling the shareholder to subscribe for 34 new shares.
                                                  ΜΕΒ shareholders will have the right to exercise the Subscription Right,
                                                  with no priority, for the acquisition of additional new shares, if any remain
                                                  undisposed at the end of the exercise period of Rights. The exercise of
                                                  Subscription Rights by a Beneficiary presupposes that s/he shall have
                                                  exercised fully all the Rights that s/he holds at that time.




                                                           23
                                                                                                               PROSPECTUS




1 SUMMARY NOTE
                                                If the number of undisposed shares is not sufficient to fully cover the demand
                                                expressed by those entitled thereto by a written statement submitted for
                                                the exercise of their Subscription Rights, those shares shall be distributed
                                                pro rata on the basis of the demand expressed.
Allocation of any undisposed shares             In case there are still undisposed shares, the Board of Directors shall proceed
                                                to dispose of those shares (resulting from Rights that have not been
                                                exercised) at its sole discretion, to the benefit of the Bank, within fourteen
                                                (14) days from the end of the exercise period of Rights, under the same
                                                terms and at the same price they are being offered. The Bank’s share capital
                                                shall be increased by the percentage of the final coverage.

                                                €1,776,500,000 divided into 2,090,000,000 shares of a nominal value of
Approved share capital
                                                €0.85 each.

                                                €829,884,926.80 divided into 976,335,208 shares of a nominal value of
Issued share capital
                                                €0.85 each.

Price of NPR per new share                      €1.00

                                                The holders of Rights may exercise in whole or in part the Rights they are
                                                entitled to. The holders may trade in the stock exchange market (CSE and
Partial exercise of NPR / Sale of NP /
                                                ATHEX) the Rights that they do not intend to exercise, at their current
purchase of additional NPR
                                                trading price. The holders of Rights, as well as the rest of the investors may
                                                also purchase additional Rights from the stock exchange (CSE and ATHEX).

                                                The exercise price is payable in full at the time of exercise of the respective
Terms of payment
                                                Rights.

Classification of new shares resulting from     The new shares that will be issued shall rank pari passu with existing shares
the exercise of NPR                             to all intents and purposes.

                                                Marfin CLR (Financial Services) Ltd
                                                Marfin CLR House, 26 Vironos Avenue, 1096 Nicosia
Lead Managers
                                                Investment Bank of Greece S.A.
                                                24B Kifissias Avenue, Maroussi 15125, Athens

Lead Manager Resposible for
                                                Marfin CLR (Financial Services) Ltd
Drawing up the Prospectus

Sponsor Responsible for the Collection of the
                                                Marfin Popular Bank Public Co Ltd
Subscription monies of the exercised Rights




                                                         24
                                                                                                                     PROSPECTUS




                                                                                  SUMMARY NOTE 1

1.15 Indicative Rights Time-Schedule
DATES                               FACTS

11/11/2010                         Date of the Board of Directors’ decision regarding the issuance of Rights.

18/11/2010                         Date of Extraordinary General Assembly for the increase of share capital.

                                   Date of approval for the publication of this Prospectus by the Cyprus Securities and Exchange
21/12/2010
                                   Committee.

                                   Last cum date of the Bank’s share, i.e. date by which the persons who shall acquire shares of the
03/01/2011
                                   Bank shall be entitled to participate in the allotment of Rights.

04/01/2011                         Ex-rights Date

                                   Registration/record date, at the end of which the shareholders entitled to take part in the
07/01/2011
                                   allotment of Rights are registered in the records of the CSE and the ATHEX.

14/01/2011                         Dispatch date of allotment letters/informative letters to the shareholders.

                                   First day of trading period for Rights, beginning of exercise period regarding for Rights, as well
24/01/2011
                                   as beginning of period regarding Subscription Rights.

04/01/2011                         Last day of Rights’ trading period.

11/02/2011                         End of period regarding the exercise of Rights and of period regarding Subscription Rights.

15/02/2011                         Decision of the Board of Directors for the allotment of any non-exercised Rights.

                                   Date of issuance and dispatch of allotment letters for the new shares which will be issued
21/02/2011
                                   following the exercise of the Rights.

25/02/2011                         Commencement of trading of new shares.

It is noted that the time-schedule depends on unforeseen circumstances and it may thus be amended through an announcement to
the CSE and the ATHEX, as well as to the Greek and Cypriot press, or with the issue of a Supplementary Prospectus, if the latter is
deemed necessary.




1.16 Taxation
Details regarding the taxation status of the investors, as well as for the taxation status of the Bank, are listed in Section
6.4 of this Prospectus.




1.17 Reasons for Issuance
The purpose of the issuance is to further improve the Group’s capital structure, with the objective of bolstering its
organic growth and gradually adapting to the upcoming Basel III regulations of more stringent capital adequacy
requirements.




                                                                25
                                                                                                               PROSPECTUS




1 SUMMARY NOTE
1.18 Net Proceeds of the Issue
The total cost of the Issuance, including professional fees which will be paid to the Lead Managers, auditors, legal
advisors and issuance consultants, fees to the competent supervisory authorities, printing and distribution expenses of
the Prospectus, and advertising expenses is estimated at approximately EUR 0.75 million.

In the event all the Rights are issued and exercised, about EUR 488.2 million will be raised and the net proceeds of
the issue following deduction of the issue expenses is anticipated to reach EUR 487.45 million. The exact amount will
depend on the final percentage of exercised Rights.

It is noted that the expenses mentioned above, are possible to substantially increase in the case where MPB will assign
advisors in Cyprus, Greece and other countries for the allocation of any undisposed shares that may arise after the
procedure of the exercise of Rights and Subscription Rights is completed.



1.19 Risk Factors
Any investment in the Bank’s Rights and its ordinary shares entails a series of risks, related among others, to the
business areas that the Bank operates, business activities, other political, financial and regulatory factors, as well as risks
related to the Bank’s Rights and shares. Risk factors are described in Chapter 2 of the present Prospectus and investors
are advised to seriously consider the aforementioned factors in relation to the rest of the information provided at the
present Prospectus before they make any investment decisions.

The risks listed in the relevant section are the following:
• Risks related to Rights
• Risks related to the Bank’s shares
• Risks related to the volatility of the Global Financial Markets
• Risks associated with the Group’s corporate activity in Cyprus
• Risks associated with the Group’s corporate activity in Greece
• Risks associated with the current operating environment
• Risks associated with MPB’s potential need for share capital increase
• A downgrade of the Group’s credit rating may restrict access to certain markets and counterparties, as well as
 increase the amount of certain guarantees [and representations], to facilitate its transactions with third parties
• Risks associated with Group operations outside Greece and Cyprus
• Interruption or security violation of the Group’s IT systems may cause loss of operations and other related issues
• Compliance related risks and risks from fraudulent employee activities
• Risks related to the Group’s insurance operations
• Intensity of competition
• Reputation and strategic risk
• Reliance on executives and management of the Group’s subsidiaries and affiliates abroad
• Risks related to the operation of the Bank

Should any of the events described in Section 2 take place, the Group, its financial position or its operating results may
be influenced in an adverse and material way. Additionally, the risks and uncertainties described in Section 2 may not
be the only ones that the Group may face. Additional risks and uncertainties, which are currently not known or are
considered to be immaterial, may adversely affect the Group’s business activities.



                                                              26
                                                                                                        PROSPECTUS




                                                                          SUMMARY NOTE 1

1.20 References
The audited consolidated financial statements of the Group for the years 2007, 2008 and 2009, as well as the
condensed interim unaudited financial statements for the nine-month period ended on 30/09/2010, are incorporated
in this Prospectus by reference, pursuant to Article 28 of the Commission Regulation (EC) No 809/2004.


1.21 Documents available for inspection
Copies of the following documents of the Bank will be available for inspection during working days, between 08:30
and 13:30, at the Bank’s registered office during the period that the Prospectus is valid:
• Memorandum and Articles of Association of the Bank
• Audited consolidated financial statements of the Group for 2007, 2008 and 2009
• Summarized Interim Consolidated Financial Statements for the nine-month period ended 30/09/2010
• Written consents and certificates, as set out in Section 4.25

It is noted that the Group’s financial statements are also available on the Group’s website (www.laiki.com).




                                                           27
                                                                                                              PROSPECTUS




2 RISK FACTORS
Prospective investors should carefully consider the risks set out below, together with all other information included or
incorporated by way of reference in this Prospectus, before making an investment decision regarding the Bank’s Rights
and its shares, as any such investment entails a series of risks.

If any of the events described below occurs, the Group, its financial position or the results of its operations could
be adversely and materially affected and, accordingly, the value and/or market price of the Bank’s shares may drop,
resulting in a loss of all or part of the investment in the Bank’s shares.

The information provided below is not intended to provide an exhaustive list or summary of the risks to which the
Group or its investors may be exposed. Prospective investors should seek the advice of professional consultants before
investing in the Bank’s securities.

It is noted that relevant information is provided in Section 4.20 of this Prospectus.




2.1 Risks Related to Rights
Rights confer the right to purchase new ordinary shares with the same features and, therefore, subject to the same
investment risks, as existing ordinary shares. The risks attached to Rights are set out below.


(a) The market price of the Bank’s shares may experience fluctuations
The Bank cannot guarantee that the market value of the shares will be higher than the offer price of new shares (a)
before and after the shares trade without the right to participate in the current Rights issue, (b) after the exercise of
the Rights and the subsequent issue of new shares. In the event that the market traded price of the Bank’s share drops
below the offer price of its new shares, investors who have exercised their rights will experience loss from valuation.

Investors will be able to sell their new shares resulting from this share capital increase following the registration of these
shares in their securities accounts, which will take effect following the completion of their issue process. The listing and
commencement of trading of the new shares on the Cyprus Stock Exchange (CSE) and the Athens Exchange (ATHEX)
requires certain approvals from the Boards of the CSE and the ATHEX. The Bank cannot offer any assurances that these
approvals will be obtained within the estimated timeframe.

Moreover, the Bank cannot give any assurance that, following the exercise of the Rights, the holders of the new shares
will be in a position to sell their new shares at a price equal to or higher than the exercise price.


(b) Trading of Rights
The Rights will be traded on the CSE and the ATHEX. The course of the market traded price of the Rights during their
trading period is expected to be directly influenced by the market price of the Bank’s existing shares, due to the fact
that two (2) Rights confer the right to purchase one (1) new share at the pre-agreed exercise price.

There is no assurance that an active trading market for the Rights will develop. Even if an active trading market for the
Rights exists, there is no guarantee that it will be influenced to the anticipated degree by the course of the Bank’s share
price, while there may be large fluctuations in their trading price.




                                                             28
                                                                                                                PROSPECTUS




                                                                                     RISK FACTORS                         2
(c) Risk related to the new shares derived by the exercise of the Rights
The exercise of the Rights confer the right to purchase new Bank Shares, which are subject to the same investment risks
as the existing shares of the Bank (see Section 2.3 of this Prospectus).


(d) Exercise Period of Rights
The owners of Rights who do not exercise their Rights in a timely manner and on the basis of the relevant procedure
will not receive any compensation.

The owners of Rights who have acquired them due to their shareholding participation (pro-rata) and do not exercise
these Rights for any reason will suffer a dilution of their percentage participation on the Bank’s share capital, especially
if these are exercised by third parties (see Section 5.7).

In the event that Rights owners do not exercise their Rights until the end of the subscription period, these Rights will lapse.


(e) Shareholders who do not exercise their Rights will suffer dilution of the percentage
    portfolio in the Bank’s share capital.
Owners of Rights who do not exercise all their Rights under the current share capital increase will experience a dilution
of their current percentage participation in the Bank’s share capital of up to 33%.


(f) The shareholders of the Bank in the Exempt Countries will not be able to exercise their
    corresponding Rights.
The issue of the new shares provides existing shareholders with Rights, so that they are able to maintain their percentage
participation in the share capital of the Bank. These Rights are transferable during the subscription period and are
traded on the CSE and the ATHEX.

Shareholders in the Exempt Countries will not be able to exercise their Rights for new shares related to the current
Rights issue and their percentage participation in the share capital of the Bank will be diluted.


(g) Inability to raise sufficient funds in the event of non-exercise of the Rights
The share capital increase of the Bank to the benefit of existing shareholders aims at reinforcing the capital base of the
Bank. A contingent inability to raise satisfactory funds may adversely impact the Bank’s future performance.




2.2 Risks Related to the Bank’s Shares
a) The CSE and the ATHEX are less liquid and more volatile than other Stock Exchanges.
The Bank’s shares are traded on the Main Market of the CSE and in the Large Capitalization Category of the ATHEX.
Both the CSE and ATHEX have lower liquidity compared to similar markets elsewhere in Europe and the United States.
Consequently, the Bank’s shareholders may face difficulties in disposing their shares, especially in large blocks. The
trading price of the Bank’s shares may be adversely affected by any sale of substantial amounts of its shares or by
market expectations that suchsale could occur. The prices of CSE and ATHEX listed shares have experienced substantial
fluctuations in the past. This has in the past, and may in the future, affect the market price and liquidity of shares of
companies listed on the CSE and ATHEX, including the Bank’s shares.


                                                              29
                                                                                                             PROSPECTUS




2 RISK FACTORS
b) The price of the Bank’s shares may experience fluctuations
The trading price of the Bank’s shares may be subject to wide fluctuations in response to numerous factors, many of
which are beyond the Bank’s control. These factors include, but are not limited to, the following:

• The overall state of financial, political and capital markets environment situation including, for instance, the economic
 cycles and the subsequent fluctuations in interest and exchange rates,
• A change in the Group’s financial results compared to its historical results and/or investors and analysts
 expectations,
• Facts or claims that may damage the Group’s outlook,
• Investors failing to accurately estimate and evaluate the Group’s future performance,
• Substantial volatility on the securities markets, with regard to both share prices and trading volumes,
• Political instability or potential military conflict in Cyprus or abroad,
• Terrorist acts with a significant impact on global and local capital markets,
• A shift of investor interest and marketability of the Bank’s shares resulting from a change in trading volume,
• Potential or actual sale of large blocks of the Bank’s shares in the market.


c) Listing of the shares resulting from the exercise of the Rights
The listing of the new shares requires final approvals from the CSE and ATHEX.

If, for any reason, the CSE and ATHEX Boards of Directors do not approve the listing of the aforementioned shares
on the CSE and the ATHEX, the marketability of such shares resulting from the exercise of Rights shall decrease
substantially. It should be noted that, according to the CSE’s legal framework, each issuer is required to list shares of
the same class as the existing shares within a period of six months.


d) Further approvals by the Securities and Exchange Commission
This offer of Rights and listing of shares resulting from the exercise of Rights shall be subject to further approval by the
Securities and Exchange Commission in case a prospectus supplement is required.




2.3 Risks related to the volatility of the Global Financial Markets
(a) The Group is vulnerable to the current fluctuations and volatility of the Global Financial
    Markets
The global economic recovery, which started from the third quarter of 2009, has not affected the weak position of
numerous financial institutions, which continue facing difficulties in obtaining funding and maintaining required capital
adequacy levels. On going lack of credit, mistrust towards the financial sector, continuing volatility of the financial
markets, and reduced corporate activity have had an adverse impact on the Group, as well as on the Group’s financial
position and operating results. Furthermore, the persisting fluctuations and lack of liquidity in the global money markets
may have an adverse impact on the Group’s ability to raise funds on terms acceptable to the Group.




                                                              30
                                                                                                             PROSPECTUS




                                                                                   RISK FACTORS                         2
Concerns over the sovereign credit risks have intensified over the past 9 months, particularly in the Eurozone, becoming
more acute since May 2010. One of the main causes for the shift in the government credit risk perception by the
markets appears to have been the extent of Greek government’s indebtedness, and the uncertainty relating to the
implementation of a sustainable financial support plan by the end of April 2010. In an environment of increased
uncertainty regarding the financial and macroeconomic impact of major fiscal imbalances, investors have reduced their
positions across investment classes, including investments in bonds, stocks, commodities and money markets. A further
decrease in investments may limit financial recovery, which in turn may have a negative impact on the Group’s financial
position, operating results, and liquidity.

The Group’s operating results from its activity in both Cyprus and Greece as well as in other countries have been
affected in the past, and will continue to be substantially affected in the future, by numerous factors of a global nature,
including political and regulatory risks and the state of public finances, inflation, global market liquidity, the level and
volatility of share and interest rate prices, exchange rates, credit availability and cost, stability and credit quality of
financial institutions and other organizations, investor sentiment and trust in money markets, or a combination of any
of the above.


(b) The Group is exposed to risks relating to other institutions in the financial services industry
    with which the Group conducts business.
The Group routinely trades with counterparties in the financial services industry, including commercial banks, investment
banks, brokers and intermediaries, as well as mutual funds and hedge funds. Transactions between financial institutions
have been, and may continue to be, adversely affected by substantial concerns over sovereign performance. The
Group is exposed to credit risk if a counter party fails to meet its obligations. Additionally, credit risk may increase
when collateral securities provided cannot be liquidated or are liquidated at prices below those sufficient to cover the
entire outstanding balance of portfolio loans or exposures to derivatives. Any failure from one of the Group’s major
counterparties to meet their obligations or any liquidity problems in the sector could have a substantial adverse impact
on the Group’s financial position and operating results.




2.4 Risks associated with the Group’s corporate activity in Cyprus
(a) The Group’s business activity in Cyprus has been largely affected by the current economic
    situation in Cyprus, which accounts for a large part of its activity.
For the FY2009, 42.8% of the Group’s total income came from its activity in Cyprus.

The credit expansion of Cyprus’ banking sector slowed sharply in 2009, as a result of the recessionary environment
during that financial year. Credit expansion registered annual growth of 9.7%, compared to 32.1% in 2008. As far as
the cost of credit is concerned, despite the decline in lending rates of the latter part of 2009, these are still higher than
the average lending rates in the Eurozone. Deposit growth had also slowed down in 2009 to 3.8% compared to 6.8%
in 2008.

Additionally, in November 2010, Standard & Poor’s downgraded Cyprus’ credit rating from A+ to A. Moody’s and Fitch
ratings of the Cypriot sovereign are somewhat higher, being Aa3 and AA- respectively. The downgrade by Standard
& Poor’s was partially caused by adverse development of the Greek economy, and in light of the close relationship
between Greece and Cyprus. In 2009, 22% of all Cypriot goods, particularly food and textile products, were exported



                                                             31
                                                                                                               PROSPECTUS




2 RISK FACTORS
to Greece. The problems of the Greek economy affect, and will continue to affect, the Group’s income and profitability.
The continuing deterioration of the Greek economy may have a substantial adverse impact on the Group’s business
activity and the Group’s performance in Greece and Cyprus.

A possible deterioration of the economic conditions in Cyprus may have a negative impact on the Group, as well as on
the rest of the financial institutions. In particular, the Group may face the following challenges:

• The Group’s ability to assess the credit quality of its customers and to estimate the value of its assets may be impaired
 if the models used by the Group become less accurate in their estimation of borrowers’ future repayment ability.
• Demand for credit from creditworthy customers may diminish as economic activity slows.
• Lower lending interest rates and/or higher deposit interest rates may reduce net interest income earned by the
 Group.
• Market developments may have an adverse effect on consumer confidence and repayment patterns, leading to
 increases in write-offs and loan impairment charges for non performing loans.




2.5 Risks associated with the Group’s business activity in Greece
The Greek financial crisis has and will continue to have an adverse impact on the Group’s business activity, financial
position and operating results.

A significant part of the Group’s activity is carried out in Greece, for the financial year that ended on 31/12/2009,
40.8% of the Group’s operations income came from its activities in Greece. As a financial institution that operates
in Greece, the Group has acquired a portfolio of bonds issued by the Greek Government, with a book value of € 3.4
billion, which represent 7,9% of the Group’s total assets. It is noted that from the € 3.4 billion the € 338.5 million
concern Greek government bonds ending at 2011.

The Greek economy is going through a severe recession and the Greek State is facing unprecedented pressure on its
public finances. The significant increase of fiscal deficit, the downgrade of the sovereign credit rating by international
rating agencies and the country’s participation in the Stability and Growth Plan of the IMF and the Eurozone, all
underline the critical condition of the Greek economy, which has affected the liquidity and the profitability of the Greek
financial system. In particular, and as a result of the above, the following have been reported, among other, decline in
market value of Greek Government Bonds, limited liquidity in the Greek banking system and a subsequent increase
in European Central Bank ECB repo facility use (ECB), increased competition between banks for attracting customer
deposits resulting in the increased cost of such customer funds, reduced customer advances and an increase in non-
performing loans.

Any further significant deterioration in the financial position of the sovereign or adverse changes in credit ratings of
the Greek financial institutions or international financial institutions with exposure to Greece or any other change may
cause further concerns regarding the Greek government’s ability to meet its funding needs. Additionally, the Group’s
ability to raise capital and its access to liquidity will be significantly restricted, while its capital position and operating
results will be adversely affected.




                                                              32
                                                                                                             PROSPECTUS




                                                                                      RISK FACTORS                      2
2.6 Risks associated with the current operating environment
The Group’s funding and liquidity depend to a large extent on the European Central Bank and may be affected by
changes in ECB rules.

On 30/06/2010, the Group’s net funding from the European Central Bank (ECB) amounted to €7 billion. Part of the
collateral placed with the ECB consists of Greek government bonds that form part of the Group’s investment portfolio.
It is noted that, since May 2010, the ECB accepts Greek government bonds as collateral irrespective of their credit
rating. The liquidity received by the Group from the ECB may be affected by changes in ECB rules, such as the recent
additional ‘haircuts’ applied on asset-backed securities.

The ECB may reverse the above decision to accept Greek government bonds as collateral irrespective of their credit
rating, and Greek government bonds may become ineligible for repo activities with the ECB. Furthermore, the amount
of funding provided by the ECB is linked to the market value of the collateral provided by the Group, including the
market value of the Group’s Greek government bonds holdings, hence may decrease in the event of further price
declines following, among other, a possible downgrade of the sovereign. If the value of the Group’s assets decreases,
then the funding that the Group could receive from the ECB will decrease accordingly. Furthermore, if the ECB revises
its collateral requirements or increases its requirements with respect to the rating of securities accepted as collateral
some financial instruments may no longer be accepted by the ECB as collateral, in such event the Group may experience
a deterioration in its liquidity position and a possible increase in cost of funds.

Furthermore, it is unclear for how long the ECB will provide access to short-term repurchase agreements (repos) on a
full allotment basis, as is the case today. In the event this ceases to apply or there is a change in terms of accessing such
operations, the Group’s liquidity position may deteriorate and the funding cost may subsequently significantly increase.



2.7 Risks associated with MPB’s potential need for additional capital
The regulatory authorities in Cyprus, Greece and other countries where the Group operates specify certain minimum
capital adequacy requirements to which the Group must adhere. The Group is therefore exposed to risk of not having
adequate capital to meet such minimum capital adequacy requirements. Furthermore, the regulatory minimum capital
adequacy requirements may increase in the future and/or the rules applicable to calculate such ratios may change.

Any change that restricts the Group’s ability to effectively manage its balance sheet and its capital (including, for
example, decrease in profits and carry-forward profits due to write offs, increases in risk weighted assets, delays in the
disposal of certain assets or any other reason) or limits the Group’s access to funding could have a negative impact on
the Group’s financial and capital position.

The Group may not be able to raise the total capital it needs, including any additional supervisory capital that may be
required due to possible asset impairments or loan write-offs. In the event the Group is asked to improve its capital
position, it may be impossible for it to raise capital on the markets or divest some of its assets.



2.8 A downgrade of the Group’s credit rating may restrict its access to
    certain markets and counterparties, as well as increase the amount of
    certain guarantees, to facilitate its transactions with third parties
The Group is assessed on a regular basis by international credit rating agencies. The ratings of these agencies are
based on a number of factors, including the Group’s financial strength, as well as factors that are not entirely under


                                                             33
                                                                                                            PROSPECTUS




2 RISK FACTORS
the Group’s control, such as the state of the financial services sector in general. Considering the adverse conditions
prevailing in the financial services sector, especially in Greece, there can be no assurance that the Group will maintain
its current ratings.

Any downgrades of the Group’s current credit rating could have a negative impact on its competitive position, increasing
its cost of borrowing or limiting its access to the capital markets.



2.9 Risks associated with Group operations outside Greece and Cyprus
The Group has built up certain international operations and is expanding into emerging markets, which exposes the
Group to particular political, government and local economic risks.

Aside from operations in Cyprus and Greece, the Group is active in Romania, Serbia, Estonia, the Ukraine, Malta,
Russia, Australia and the United Kingdom. The Group’s international activities represented 11% of its total
customer advances and 17% of its total income for the period ended on 30/09/2010. The financial performance
of these international operations is in general stable compared to the end of 2009. Nonetheless, the Group’s
international activities are exposed to adverse political, government and economic developments in these
countries. Furthermore, some of these countries carry emerging market risk, and as a result the Group may be
facing particular operational risks.



2.10 Interruption or security violation of the Group’s IT systems may
     cause a disruption in operations and other related issues
In carrying out its operations the Group relies on information technology and telecom systems. The Group has
an IT Department, which is responsible for the smooth operation and integrity of the information systems and
telecommunication systems, as well as for the management of certain risks inherent to these systems. It also has an
Information Security Department, which aims at developing a secure business framework and reducing the relevant
risks. Furthermore, the Group has drawn up crisis action plans and business continuity and disaster recovery plans,
which include systems recovery from a potential disaster or illegal intrusion, in order to guarantee smooth business
continuity.

Any interruption in operation or breach of security of these systems may create significant problems to the operation of
the Group’s customer account monitoring, accounting record, and deposits & loans management systems.

The Group cannot guarantee that such events will not occur or that, if they do occur, they will be handled successfully.
Systems failure or interruption could cause loss of customer data and failure to service its clients with adverse
consequences on the Group’s financial performance.



2.11 Compliance related risks and risks from fraudulent employee activities
The Group’s activities, similar to any other financial institution, include approval of customer financing and management
of large sums of money resulting in the need for their personnel to have high levels of reliability and integrity.

The relevant legislations and regulatory framework specify, through a series of laws, regulations and guidelines,
numerous specific provisions to prevent money laundering, financing of terrorist activities, market manipulation, as

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well as to ensure effective internal governance and consumer protection among other. Aside from strict penalties and
sanctions imposed on financial institutions, which fail to adhere to such regulations, the involvement of employees
in some of these activities is a criminal offence punished by imprisonment, among other, depending on the severity
of the offence.

In the context of its policy to comply with such legislative and regulatory requirements, the Group has established a
unit, the Compliance Division, which is independently governed, with executive responsibilities and direct reporting
to the Group Risk Management Committee of the Board of Directors. The Compliance Division is responsible for
establishing and implementing suitable procedures to achieve timely and continuous compliance of the Group and its
Companies with the applicable legislative and regulatory framework. Special attention is paid to compliance with the
relevant regulations aimed at prevention of money laundering, financing of terrorist activities, market manipulation
on stock exchange transactions for own portfolios or portfolios of related parties. Furthermore, the Compliance
Department ensures implementation of policies aimed at protection of personal data, avoidance of conflicts of interest
and implementation of basic principles such as fair judgement, professional behaviour and ethics.

In the context of managing the above risks, a number of other specialised units are is involved as well, including
the Risk Management Department and the Legal Department. The Group also has an Internal Audit Department,
which is responsible for adherence to procedures followed by the various departments, service points and companies.
The Internal Audit Department is an independent body (reporting directly to the Audit Committee and the Board of
Directors), with unlimited access to all files and information of the Group, having the authority to conduct audits in any
department / company without prior notice.

Also, to achieve its goal, the Compliance Department can act upon information provided by any source, whether
anonymous or not. The Group has automated security systems, implements procedures and has organisational structure
that aim at monitoring operations and protecting against fraud.




2.12 Risks related to the Group’s insurance operations
The risk stemming from every insurance contract is that the insured event occurs, with the subsequent contractual
obligation to effect the benefit payment. Due to its nature, this risk is random and therefore unpredictable.

The Group’s activities in the field of insurance operations occur through the affiliated company Marfin Insurance
Holdings Lt (the Group holds 49,9%), which holds 100% of Laiki Cyprialife (life insurance company in Cyprus), Laiki
Insurance (general insurance company in Cyprus), Marfin Life (life insurance company in Greece) and Marfin Brokers
(agency insurance activities in Greece).

For insurance contract portfolios, the risk that the Group faces lies in the fact that the claims and benefits that need to
be paid are greater than initially estimated, or are not sufficiently and appropriately covered by reinsurance. To mitigate
such occurrences, the Group has established and follows specific procedures for proper risk assessment and sufficient
diversification of risks, as well as procedures that minimise the risk of inadequate reinsurance coverage.




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2.13 Intensity of competition
The Group faces substantial competition in the sectors where it operates. In Cyprus, competition primarily consists of
other commercial banks, co-operative credit and savings institutions, and Greek and international banks, which offer
similar products and services. As a result of Cyprus’ accession to the European Union, banking institutions licensed to
operate in the European Union can establish operations in Cyprus without having to obtain a special permit from the
Central Bank of Cyprus, therefore leading to increased competition, particularly following the adoption of the euro by
Cyprus on 01/01/2008.

In Greece, the banking market is highly competitive, with the five largest banks controlling a large share of the total
assets of the banking system. A deceleration in growth rates, as well as any new banks entering the market, may lead
to further increase in the intensity of competition. An entry of a new player may be accompanied by higher interest
rates in deposits and/or lower interest rates on loans, therefore creating pressure on the Bank’s profit margins in order
to remain competitive.

It should also be noted that the Group operates in developing countries, such as Serbia, Romania, the Ukraine, Estonia,
and Russia, with a comparatively larger macroeconomic and political risk. However, the Group’s presence in these
countries represents only a small part of the Group’s total assets.



2.14 Reputation and strategic risk
As a financial institution, the Group may be adversely affected by events, which may impact its market reputation, or
by important strategic choices, which may not lead to the expected results.



2.15 Reliance on executives and management of the Group’s subsidiaries
     and affiliates abroad
The Group’s subsidiaries and affiliates abroad are strategically positioned and aim to increase their market shares. To
this day, any progress in their course is largely based on the skills and experience of their senior management. In the
event of any executive‘s or manager’s leaving, this could have a negative impact on the day to day business of the
operations, at least in the short term. Recognising the importance of the human factor in the success of the operations,
significant efforts are made to retain and continuously enrich the executive skills of the management, as well as
maintain a flawless working environment and management/personnel relationship.



2.16 Risks related to the operation of the Bank
As an organisation operating in several countries, in an ever changing and competitive environment, Marfin Popular
Bank Group recognises its exposure to various risks, which may adversely affect its results and strategic goals. For this
reason, one of the Group’s key targets is management of those risks and minimising them to the extent possible.

Due to the nature of its operations, the Group is exposed to the usual risks of the banking and finance market. Taking
into account the materiality and extent of the operations of both the Bank and its subsidiaries, the Group considers
credit risk, market risk, liquidity risk and operational risk as the main risks it faces. These risks are continuously monitored
through the Group’s risk management framework.




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The Group continues to highly prioritise the implementation of effective and unified framework through an integrated
risk management framework. It uses a number of procedures for ongoing monitoring of the risks stemming from its
operations in order to avoid concentration of excessive risks by setting clear acceptable limits to risk undertaking. The
nature and ways of handling those risks are detailed below.

The Group has developed a policy and procedures – approved by the Board of Directors – regarding risk, risk
monitoring and management, and setting the applicable maximum acceptable limits according to its Business
Strategy. The aim is to protect profitability, capital adequacy, and the maximisation of the risk/return ratio during
business decision-making.

The Board of Directors has established the Group Risk Management Committee (GRMC), which acts on a group level
and monitors local risk management operations of the Group, targeting to identify, evaluate and manage all principal
business risks. The GRMC ensures that systems, policies and procedures for managing risks are in place, informing the
Board of Directors in case of any substantial risk being identified. Moreover, the Group Market Risk Committee has
been established to approve limits, policies and methodologies for market risk measurement.

An important role in management of credit, market and liquidity risks is played by the Group Assets and Liabilities
Committee (GALCO). GALCO meets on a monthly basis to examine the latest market developments and the level of
risks undertaken, setting out a strategy for implementation of medium-term objectives. Each Group subsidiary has its
local Assets and Liabilities Committee (ALCO), meeting on a monthly basis as well.


Risk Appetite
Risk appetite is defined by the Group as the risk level that the Group is willing to undertake in order to achieve its
business targets. To determine risk appetite, the Group uses both quantitative and qualitative criteria.

The Board of Directors is the authority which specifies risk appetite. The Risk Management Committee submits to the
Board of Directors for discussion and approval a report concerning the Group’s risk tolerance, based on the analysis
performed and coordinated by the Risk Management Division. The result of this procedure is reflected in the Group’s
policies, procedures, internal control points, risk mitigation techniques and limit structures with regards to the important
undertaken risks involved in its operations.

Both, Risk Management staff across Group operations and the Business Units staff, undertaking risks, are required to
be informed of the Group’s risk management strategy aligning their activities to the Group’s risk management policies
and related procedures.



2.16.1 Counterparty risk
The Group runs a risk of losing funds associated with third party default where the counterparty fails to meet its
existing and potential obligations in a timely manner.

The Risk Management Division sets prudent and appropriate policies and regulations, as well as standard risk
methodologies for controlling, evaluating and measuring all credit risks inherent to transactions with third parties.




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The Group Risk Management Committee and the Group Market Risk Committee are responsible for approving the limit
framework for various counterparties, the Group risk profile and the relative risk management strategies, policies and
risk methodologies.

The Group applies a specific model in order to measure counterparty risk. More specifically, the Bank Rating Model
(Bankscope) is used for evaluation of counterparty qualitative and quantitative profile. The quantitative criteria are
measured by taking into account financial ratios based on official financial data. The quantitative criteria are also based
on, among other, regulatory compliance, credit assessment of the counterparty and on the assessment of the country
where the counterparty operates. On the basis of weights given to quantitative and qualitative ratios, the counterparty
ratings are derived, which are then weighted and multiplied by own funds of the counterparty to calculate the maximum
acceptable limits.

The counterparty limits are then divided into commercial sector limits (e.g. performance bonds, factoring etc.) and
interbank counterparty limits, which are initially distributed by Group companies, and then into sub-limits by type of
transaction (money-markets, derivatives, exchange rate agreements etc.).

Counterparty exposures versus limits are monitored daily. Counterparty limits are reviewed at least once a year and, if
necessary, revised depending on the Group’s strategy and prevailing market conditions.

As a result of the global financial crisis and subsequent problems faced by many financial institutions, the Group has
reduced the number of eligible counterparties. Additionally, due to the prevailing uncertainty in the global financial
markets, the maximum tenor of exposures with counterparty banks has also been reduced. Furthermore, monitoring
of counterparty credit quality has become more detailed by way of continuous internal and external analysis through
monitoring of global rating agencies’ actions among other.

To arrive at acceptable limits, aside of Bankscope analysis, counterparty banks should meet the following
requirements:

• stable and healthy financial position,
• satisfactory credit rating by global rating agencies,
• significant market share on the local market,
• financial robustness,
• healthy local macroeconomic data, and
• extent and ability of the local governments to support the counterparty if required.

Additionally, to limit credit risk the Group requires that a standard credit agreement is in place in order to conduct
extensive business with a counterparty (ISDA Credit Support Annexes, GMRA, CLS) with such agreement defining the
terms and conditions for various types of transactions.



2.16.2 Country Risk
The Group has significant international operations and continues to expand in emerging markets, which exposes
the Group to risks associated with adverse political, government or economic events in any of those countries. In
particular, the Group is exposed to the risk of losing capital due to potential political, economic and other events
in a country where the Group has invested capital. The Group is also exposed to country risk through its interbank




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placements and investments where it has placed cash or invested via local banks, as well as through loans disbursed
to clients for their international operations.

All countries are assessed based on their size, financial data, outlook and their credit rating by a recognised credit
agency External Credit Assessment Institution (ECAI).

Country limits are assessed on a regular basis. The limits are revised at least once a year, where smaller and lower rated
countries are subject to more frequent analysis and assessment, if deemed necessary.

In light of the financial strains faced by many economies following the global financial crisis, the Group has taken the
necessary measures and revaluates country limits on a regular basis. The analysis is based on the following, among
other:

• the degree to which a country has been affected by the global financial crisis,
• the actions taken by local governments and their ability to face the financial crisis,
• the support that the country received from external sources and whether the country belongs to any organisation
 that would support it,
• the present and expected fiscal position of the country, and
• the rating given by international credit rating organisations.



2.16.3 Market Risk
The Group trades a broad range of financial products and is therefore exposed to market risk, which may lead to
capital losses due to changes and volatility in interest rates, share prices, equity indexes, and currency exchange rates.
The Group aims at effective control of market risks, through a risk management framework that consists of policies,
assessment, measurement and monitoring procedures, as well as limit structures that are applied to all transactions.
The most important market risks to which the Group is exposed to is currency risk, interest rate risk and equity risk.



2.16.4 Exchange Rate Risk
Exhange rate risk relates to the risk of fluctuations in the value of financial instruments and assets and liabilities due
to changes in exchange rates. Exhange rate risk arises from an open foreign currency position creating an exposure
to fluctuations in the relevant exchange rate. This may arise from financial asset holdings which are funded by
liabilities in another currency or from a spot or forward foreign exchange trade, or foreign exchange derivatives,
including option rights.

The Group hedges such risks mainly through forward exchange contracts, currency swaps, as well as other hedging
methods.

The Risk Management Division monitors the above risk by assessing the degree of exposure to that particular risk, open
position (positive or negative) per currency, total net position and the maximum level of potential losses in conjunction
with existing limit structures. The Group employs the Value at Risk methodology (VaR). Specifically, for assessing VaR for
trading, the Group uses the variance – covariance methodology with a confidence level of 99% and a holding period
of one day.




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The approved limits are monitored and controlled on a daily basis, reviewed at least once a year, and amended as
necessary according to the Group’s strategy and the prevailing market conditions.

Stress testing is performed on a regular basis assuming extreme fluctuations across exposure currencies to estimate the
maximum expected loss which may occur from any given foreign currency exposure.

Relevant data is listed in Section 4.12 of this Prospectus.



2.16.5 Interest rate risk
Interest rate risk stems from the Group’s exposure to a decrease in value of its investments and net income from interest
due to adverse changes in market interest rates.

The primary form of interest rate risk for the Group is considered to be the re-pricing risk, which arises from the timing
differences in the maturity (for fixed rate) and the re-pricing date (for floating rate) of assets, liabilities and off-balance
sheet positions. As a result of interest rate fluctuations, the changes in the fair value of financial instruments and the
interest rate margins may lead to losses.

The Group primarily uses the Present Value of a Basis Point (PVBP) methodology and the Static Repricing GAP method
in order to measure, control and manage interest rate risk of the trading book and the banking book.

On the basis of the above measurement methodologies, calculations are performed to assess exposure to interest rate
risk per currency, per time period as well as exposure in all currencies and in all time periods as a whole.

The Group also employs the Value at Risk methodology (VaR) for its trading book and the available-for-sale portfolio.
Specifically, for assessing the VaR, the Group uses the variance – covariance methodology at a confidence level of 99%
and a holding period of one day.

The Group’s interest rate risk exposures arise mainly from its retail and corporate banking activities as well as the
portfolio of securities that have been classified as Loans and Receivables (L&R) where such exposures are hedged to a
greater extent by derivative products.

The interest rate limits are monitored on a regular basis, reviewed at least once a year, and amended as necessary
according to Group strategy and the prevailing market conditions.

Stress testing is performed on a regular basis to estimate the maximum expected losses that could arise from interest
rate changes.

Relevant data is listed in Section 4.12 of this Prospectus.



2.16.6 Equity Risk
Equity Risk is associated with adverse changes in share prices and derivatives to which the Group is exposed and which
are included in the trade and available-for-sale portfolio.




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The Group mainly invests in equity securities that are listed on ATHEX and CSE, the Group also invests in international
equities listed on foreign stock exchanges.

The Group uses the Maximum Possible Loss (MPL) method to establish limits for controlling the risk. The Group Risk
Management Committee, the Group Executive Committee and the Group Asset and Liability Management Committee
receive information regarding the control of this risk.

For equity securities included at fair value in the results, a change in price affects the profit of the Group, while
for equity securities that are classified as “investments available-for-sale”, a change in price affects the Group’s
capital position.

Stress testing is performed on a regular basis to estimate the maximum expected loss that may arise from changes in
share prices.

Relevant data is listed in Section 4.12 of this Prospectus.



2.16.7 Market Risk relating to trading and Available-for-Sale (AFS) Financial Assets
In order to manage the market risk relating to trading and available-for-sale books, the Group calculates the Maximum
Possible Loss (MPL) and Value at Risk (VaR) for the two portfolios on a daily basis. For assessing the Maximum Possible
Loss, the Group uses the variance – covariance methodology at a confidence level of 99% and a holding period of
one day.

In particular, the Bank carries out daily calculations on trading books to estimate the MPL, for both the Group as a
whole, and each Group company separately, using a special MPL measurement model.

The abovementioned system is designed to perform calculations for currency risks, share price and interest rate risks
(including the risk deriving from changes in credit limits).

In order to control and manage the risks undertaken, an MPL limit framework has been established which consists
of limits per risk factor (interest rate, currency and equity) per Group company, as well as the total market risk limit
Group-wide.

Relevant data is listed in Section 4.12 of this Prospectus.



2.16.8 Operational risk
Operational Risk is the risk of damage or loss resulting from:

• inadequate or failed internal procedures, including lack of sufficient procedures or incorrectly applied procedures,
• human errors, including intentional omissions and internal fraud,
• systems (mainly IT Systems),
• external events, including physical damage, theft and fraud.

Operational Risk includes Legal Risk.




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The above definition is based on the respective definition given by the Basel II Accord. This definition does not include
strategic risk, reputation risk or other risks that lead to indirect consequences or opportunity cost. However, these
risks are seriously considered in the Operational Risk management procedures listed below, due to their significant
potential impact on the Group.

In January of 2008, the Group implemented an Operational Risk Management Framework, the introduction of which
arises from provisions of the EU Capital Requirements Directive, which was incorporated by the Cypriot legislative
and regulatory framework (Directive by the Central Bank of Cyprus – December 2006), and it adopts to a great
extent the principles of the Basel II Accord on matters of Operational Risk management. The Framework is designed
to cover all the qualitative and quantitative criteria in order to adopt the Standardised Approach in accordance with
Basel II for the calculation of capital requirement given Operational Risk.

The Group’s Management places emphasis on identification of operational risks, proper monitoring and makes effort
to limit them by different means, such as adopting and strengthening internal procedures and controls, insurance etc.

In particular, the Group Operational Risk Management policy is based on the following procedures:
• Risk Identification and Assessment (through the Risk and Control Self-Assessment procedure),
• Handling / managing risks and determining action plans that aim at eliminating or reducing identified risks,
• Collection of Operational loss events (Operational Loss Database),
• Creation of Key Risk Indicators (KRIs),
• Updates from various units on a continuous basis on progress reports regarding the implementation of action plans
 to manage the risks identified, the Operational Risk Indices and any violations, and any operating losses over and
 above €200 on a group basis.



2.16.9 Liquidity risk
Liquidity risk is the risk which results when Group either does not have sufficient financial resources available to meet
its obligations as they fall due, or can secure them only at excessive cost. The Group controls for this risk through a
developed liquidity management structure comprising a diverse range of controls, procedures and limits. The Group
must comply with local regulatory liquidity ratios, as well as with internal limits.

In particular, the Group controls and manages the liquidity risk through monitoring of (i) a mismatch ratio between
assets and liabilities for time periods up to one month, and (ii) the liquid assets ratio over total customer deposits.

Other criteria used to assess the Group’s liquidity profile are the following:
• Liquid assets to total assets,
• Loans to retail deposits,
• Concentration risk on largest retail and interbank depositors,
• Ability to access wholesale and interbank markets,
• Assessment of the liquidity of capital markets investments and other financial assets, and
• The level of off-balance sheet liabilities.




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In the context of their operations, it is not unusual for banks to have a mismatch of the maturity dates and interest
rates of assets and liabilities. The Group aims at the optimum matching, as it is has to provide a continuous cash flow
for payment of deposits at their maturity and have the capacity to provide funding to existing and new customers.
A substantial portion of the Group’s assets is funded by customer deposits and interbank liabilities. Moreover, during
2009 and 2010, the Group issued covered bonds and securitised loans, utilising the issued securities for repurchase
agreements with the European Central Bank. The Group monitors the levels of short and long term deposits on a
regular basis, ensuring that these are maintained at adequate levels given that customer deposits constitute the
main funding source of the Group. Consequently, the Group aims to achieve good long-term relationships with
its customers through competitive and transparent pricing policy. The large diversification by number and type of
depositors helps to protect against unexpected fluctuations in the number of depositors.

The members of the Group Assets and Liabilities Management Committee (GALCO), the Group Risk Management
Committee (GRMC), the Group Market Risk Committee (GMRC) and the Executive Committees ensure that
liquidity is effectively managed, and that the appropriate liquidity strategies are implemented. Day-to-day liquidity
management is performed by the local Treasury Departments. Medium-term and long-term liquidity management
strategies of the Group are determined by the Group Treasury Division.

The Group performs stress testing scenarios for liquidity risk on a regular basis, assuming a deposit run, inability
to renew interbank borrowings, and unsuccessful attempt to liquidate financial assets among other. In light of the
results, appropriate emergency plans are developed. It should be noted that the Group has an approved liquidity
management policy.

Relevant data is listed in Section 4.12 of this Prospectus.



2.16.10 Credit risk
Credit risk is the risk which results when the Group’s existing customers may potentially fail to repay their obligations
towards the Group, resulting in the loss of capital and/or revenue. Credit risk management focuses on ensuring a
disciplined risk culture, risk transparency and rational risk taking, based on recognised international practices.

Credit risk management covers a wide range of activities that commence at the stage of origination of a loan, continue
at the stage of credit risk monitoring and management and end up at the collection stage.

Credit risk management methodologies are adjusted to reflect the changing environment. The various credit risk
assessment methods used are revised at least annually or whenever deemed necessary and are adjusted to be in line
with the Group’s overall strategy and objectives.

The various analyses of economy sectors and subsectors, in combination with financial projections and results of
exceptional but feasible stress test scenarios, provide the guidelines for determining the credit policy, which is revised
on a regular basis.

In the context of minimising credit risk, credit facility approval limits have been established, taking into consideration
the borrower’s credit quality, the offered collaterals and guarantees that reduce the Group’s exposure to credit risk, and
the type and tenor of the credit facility. The assessment of the repayment ability of the customer and the spread on
such new financing is performed with the help of internal rating systems for customer lending. At the same time, the




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2 RISK FACTORS
responsibilities of the units involved in the loan origination process have been divided in order to guarantee objectivity,
independence and control over new and existing loans.

Any concentrations are analysed and monitored continuously in order to limit large exposures and risky concentrations,
and for such to be in line with the applicable limits set out by credit policy.

Balancing the profit/risk ratio is of vital importance to the Group results. This ratio is analysed on a customer and
product level through a system that measures profitability and pricing, which was developed in order to combine the
risk undertaken with the expected income.

Furthermore, in the framework of the credit risk management policy, stress testing is used to assess the impact of
exceptional but feasible scenarios on the quality of the loan book and available funds.



2.16.11 Concentration Risk
Concentration risk is the risk which results from inadequate diversification of the portfolio of assets exposed to specific
borrowers, industry sectors or economic segments, geographical regions, product types and collaterals.

The Group recognises that the concentration of exposures in credit portfolios is an important aspect of credit risk.
Therefore, effective management and limit setting for this risk is fundamentally important.

The Risk Management Division ensures that exposures to individual customers, groups of customers, geographical areas
and other concentrations do not become excessive in relation to the Group’s capital base and that they are in line with
the limits set by the Board of Directors. The Risk Management Division is also responsible for reporting concentrations
of risks to the Risk Management Committee, the Assets and Liabilities Committee, the Central Bank of Cyprus and the
other supervising authorities of the countries in which the Group operates.

The monitoring and control of concentration risk is achieved through establishing adequate limits and the subsequent
reporting.

For more information on Concentration Risk Management see Section 4.12 of this Prospectus.




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 PREPARATION OF THE PROSPECTUS / DIRECTORS                                                                         3
This Prospectus was prepared and distributed in accordance with the Public Offer and Prospectus Law of 2005 of the
Republic of Cyprus and Commission Regulation (EC) No 809/2004.

The Bank has submitted the requisite applications, so that (a) a certificate of approval under Article 18 of Directive
2003/71/EC of the European Parliament and of the Council is issued by the Cyprus Securities and Exchange
Commission, as the competent supervisory authority, to the competent authorities in Greece and the United
Kingdom, attesting that this Prospectus has been prepared in compliance with Directive 2003/71/EC of the
European Parliament and of the Council and (b) the Rights are admitted for listing and trading on the Cyprus
Stock Exchange and the Athens Exchange.

The Bank assumes full responsibility for the information contained in this Prospectus and declares that said information
is in accordance with the facts and contains no omission likely to affect its content.

The undersigned members of Marfin Popular Bank Public Co Ltd Board of Directors are also collectively and solely
responsible for the information contained in this Prospectus and they certify that, having taken all reasonable care to
that end, the information contained herein is, to the best of their knowledge, in accordance with the facts and contains
no omission likely to affect its content.

The Prospectus contains all information the publication of which is provided for in the Commission Regulation (EC)
No 809/2004 and which concerns the Bank, the Group and the Public Offer. The Bank, the members of the Board
of Directors and the physical entities responsible for preparing the Prospectus, certify that it has been prepared in
accordance with the provisions of the Commission Regulation (EC) No 809/2004.

Pursuant to the provisions of the Public Offer and Prospectus Law of 2005, the Prospectus is signed by the following
individuals:

Andreas Vgenopoulos               - Chairman, Non-Independent Non-Executive Member
Neoclis Lysandrou                 - Vice Chairman, Non-Independent Non-Executive Member
Efthimios Bouloutas               - Chief Executive Officer, Executive Member
Christos Stylianides              - Deputy Chief Executive Officer, Executive Member
Panayiotis Kounnis                - Deputy Chief Executive Officer, Executive Member

The Lead Manager Responsible for Drawing up the Prospectus is Marfin CLR (Financial Services) Ltd, which signs
this Prospectus. Marfin CLR (Financial Services) Ltd declares that, having taken all reasonable care to that end, the
information contained in the Prospectus is, to the best of its knowledge, in accordance with the facts and contains
no omissions likely to affect its content.

The Sponsor responsible for the collection of the subscription monies of the exercised Rights is Marfin Popular Bank
Public Co Ltd.

The consents of the various individuals / experts who participated in the drafting of this Prospectus or whose names are
cited herein are listed in Section 4.25 and include the members of the Board of Directors, the Lead Managers (Marfin




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3 PREPARATION OF THE PROSPECTUS / DIRECTORS
CLR (Financial Services) Ltd and Investment Bank of Greece S.A.), the Lead Manager Responsible for Drawing up the
Prospectus (Marfin CLR (Financial Services) Ltd), and the Bank’s auditors (PricewaterhouseCoopers Limited and Grant
Thornton (Cyprus) Ltd).

Investors requiring any supplementary information and/or clarifications regarding the Prospectus can address their
queries during working days and hours:

• To the registered office of Marfin Popular Bank Public Co Ltd:
  154 Limassol Avenue, 2025 Nicosia PO Box 22032, 1598 Nicosia

• To the Lead Managers
  Marfin CLR (Financial Services) Ltd*            Investment Bank of Greece S.A.
  26 Vironos Avenue, 1096 Nicosia.                24B Kifissias Avenue, 15125 Athens.

* Marfin CLR (Financial Services) Ltd is also the Lead Manager Responsible for Drawing up the Prospectus.


• To other professional brokers, bankers, accountants, attorneys-at-law or investment consultants.




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                 INFORMATION ON THE ISSUING COMPANY 4

4.1 Legal Status
Marfin Popular Bank Co Ltd is a limited public company, registered in Cyprus since 1924 under number “1”, pursuant
to Chapter 113 of the Cyprus Company Law.

In Cyprus it operates in the banking sector under the trade name “Marfin Laiki Bank”. It also operates in a number of
other countries and sectors, either directly or through its subsidiaries which have other trade names.

The registered office and the headquarters of the Company are located at 154 Limassol Avenue, 2025 Nicosia (PO Box
22032, 1598 Nicosia). The switchboard number is 22-552000 and the site is www.laiki.com.

The main purposes of the Company are described in Article 3 of its Articles of Association. Its main purposes
include, among other, the set up and undertaking of banking, stock exchange and trading activities of every kind
as well as the incorporation, operation and running of branches both in Cyprus and abroad. The Bank is duly
authorised to carry on the banking business in Cyprus on the basis of a banking license originally granted by the
Controller of Banks on 25/03/1946 in accordance with the Banking Business (Temporary Restrictions) Law of 1939
and, subsequently, by the Central Bank of Cyprus acting within its powers emanating from the Banking Laws of
1997 - 2009.

Extracts from the Company’s Articles of Association are set out in Section 4.21 of this Prospectus.




4.2 Brief History and Important Milestones of the Group’s Development
The Group’s history begun in 1901 when Nicosia Savings Bank was established, which later became a full flown
banking institution. During the first 23 years of its operation, Nicosia Savings Bank received money deposits and
granted loans to current accounts and bank notes. In 1924, by a decision of the Board of Directors, the Savings
Bank turned into a fully operating Bank, pursuant to the Law on Public Companies that was adopted earlier and
it was registered as the first public company, namely with registration number 1; at that time it changed its name
to Laiki Bank Ltd.

The Bank’s activities developed steadily, gradually covering the whole of the island and as a result in 1967 Laiki Bank
Ltd changes its name to Laiki Bank of Cyprus Ltd.

In 1970, Hong Kong and Shanghai Banking Corporation (“HSBC”), one of the largest groups in the world acquired 20%
of the Bank’s share capital. This connection with the HSBC group gave a strong impetus for the further development
of the Group’s operations.

The period from 1980 onwards was marked by a swift expansion of the Group’s operations and a large increase in
volumes and market shares in all sectors, as well as by the concurrent development of new activities through the
establishment of subsidiary companies specialised in offering specific financial services (finance, insurance policies,
factoring, the capital market).

An important milestone for the Group’s development was the acquisition in 1982 of Grindlays bank operations in
Cyprus, which was the largest and older foreign bank operating on the island and the third largest one in Cyprus. The
acquisition of Grindlays strengthened significantly the Group’s competitive position in the Cypriot banking market. In


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1999, the Paneuropean Insurance Company group was purchased, strengthening the Group’s presence in the field of
insurance activities.

An important technological achievement of the Group was the operation, in 2000, of the first integrated e-bank (Laiki
eBank) in Cyprus, which expanded in Greece in 2001 and in the United Kingdom and Australia in 2004.

The Group’s worldwide expansion begun in 1974 with the opening of its first branch in London. From 1986 up to 2001,
the Group had a representative office in Australia (later on the subsidiary Laiki Bank (Australia) Ltd was incorporated).
Afterwards, there were representative offices in South Africa, Canada, Belgrade and Moscow, and in the year 1998 a
representative office was set up in New York. In the context of focusing on the international expansion of the Group in
Southeastern Europe, a representative office is operating in Moscow.

In Greece, the expansion took place in 1992 through the incorporation of an independent bank, namely
European Laiki Bank (which later changed its name to Laiki Bank (Hellas) S.A.) with an initial share capital
participation of 72%.

In 2001, the Group proceeded with the incorporation of a subsidiary in Australia under the name Laiki Bank (Australia)
Ltd, which is fully operating as a bank, while in March 2005 a bank was set up and operated in Guernsey, under the
name Laiki Bank (Guernsey) Limited.

In 2005, in the context of expanding the Group’s operations in the Balkans’ emerging market, the Serbian bank
Centrobanka a.d. was acquired, which changed its name to Laiki Bank a.d. and later on to Marfin Bank JSC Belgrade.

A very important milestone in the Group’s history was the decision taken in 2006 regarding its merger with two Greek
financial groups, i.e. Marfin Investment Group Holdings Company S.A. (previously Marfin Financial Group) and Egnatia
Bank S.A. as well as the decision to acquire 10% of the share capital in Laiki Bank (Hellas) S.A. In this context, the Bank
made public and private offers for the acquisition of a up to 100% of the share capital the abovementioned companies.
The successful conclusion of the public and private offers which were followed by a successful intergration process
–especially in Greece, where all three groups had been present with distribution networks offering financial products
and services – resulted in a new format and strategy for the Bank, both with regards to volumes and geographical
presence as well as with regards to prospects in the broader financial sector of Southeastern Europe. In the context of
the triple merger, on 31/10/2006, the Extraordinary General Assembly of Shareholders approved the Bank’s change of
name to Marfin Popular Bank Co Ltd.

After the triple merger, the expansion of the Group’s presence continued at a much more intense pace, with the
objective of strengthening its presence in the wider area of Southeastern Europe.

The first development was the announcement dated 19/03/2007 regarding the agreement for the acquisition of 99.2%
of the share capital of Marine Transport Bank (“MTB”) of Ukraine and of three related companies that operate in the
field of leasing. MTB holds licenses to effect the widest range of banking operations and it offers its clients integrated
banking services. On 31/12/2008 it had 84 branches while the main centre of its business is in Odissos. On 18/09/2007
the conclusion of the said acquisition was announced.




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On 06/06/2007, the Bank announced that its subsidiary Marfin Investment Group, MIG Leisure Ltd concluded the
acquisition of 64.3% in the share capital of Cyprus Public Company of Tourism Development (“KETA”), which is the
owner of the Hilton Cyprus in Nicosia. The purchase price was €58.5 million.

The announcement of the Bank followed, dated 19/06/2007, regarding the acquisition of 50% of the share capital
of the company Attica Real Estate S.A. by its subsidiary Marfin Investment Group, for the price of €26 million. The
intention of MIG was to make the company Attica Real Estate S.A. the main vehicle for the implementation of its
investment policy in the field of management and exploitation of real estate.

It is clarified that later on the Bank’s participation in MIG’s share capital was reduced from the level of 97.3%
shareholding that resulted through the triple merger during 2006, to 8.96% shareholding, mainly because
the Bank did not participate in the MIG share capital increase that took place during the first half of 2007
(at a ratio of 14 new shares for every one existing share). That was part of the strategic decision to focus
on the field of banking and financial services. Earlier, all banking and financial operations of MIG had been
incorporated and integrated in the Group, through the acquisition of Marfin Bank S.A., a subsidiary of MIG.
As a result, MIG, and also MIG Leisure Ltd, stopped being subsidiaries of Marfin Popular Bank Co Ltd. The
Group still had an agreement for the provision of consulting, investment services with MIG, which ended on
28/02/2009 and did not renew. As of 01/03/2009, any consulting investment services by the Group to MIG
are provided on the basis of specific project agreements.

With regard to the worldwide expansion of the Group, the acquisition of 50.12% of AS SBM Pank followed (which
then changed its name to Marfin Pank Eesti AS, in force as of 14/05/2008) an Estonian bank that operates 4
branches, providing its clients with a full range of banking services and products. According to an announcement
made by the Bank on 14/06/2007, that percentage was acquired by MIG on a purely commercial basis, within
the context of reducing the Bank’s participation in the MIG share capital and transferring the Group’ s financial
activities to MPB. On 28/09/2007, the conclusion of the transaction was announced, upon obtaining the necessary
approvals from the relevant supervising authorities.

On 05/10/2007, Laiki Investment Ltd (“LE”), a subsidiary of MPB, announced that the procedure for the merging with
CLR Capital Public Ltd (“CLR”) had begun, without dissolution of the later. Concurrently, the merging of Laiki Stock
Exchange Ltd, Laiki Management of Funds Ltd and Egnatia Financial Services (Cyprus) Limited with CLR Securities and
Financial Services Limited was implemented, without dissolution of the former companies that were merged into the
last one.

On 15/10/2007, the agreement for the acquisition of a 43% participation of the share capital of Lombard Bank
Malta Plc (“LBM”) was announced, which is the third biggest bank in Malta, operating under the supervision of
the Maltese Central Bank and being listed on the local stock exchange. LBM offers a full range of banking services
and has a network consisting of 6 branches. The acquisition of the LBM participation is part of MIG’s strategic
decision to expand its activities in the provision of high end banking services to worldwide enterprises. In the
last few years, Malta has evolved into an investment centre for worldwide enterprises. The relevant approval by
supervising authorities of Cyprus and Malta was obtained in February 2008, as a result of the conclusion of the
said transaction.




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Also, on 20/12/2007, the acquisition of 50.04% of OAO RPB – Holding was announced, which owns the Russian
Bank OOO Rossiysky Promyishlenny Bank (Rosprombank), as well as its subsidiary OOO RPB – Leasing. Rosprombank
was founded in 1997 and has a strong presence in the country through a network of 36 branches and sale
points that cover the big cities of the Russian Federacy. On 04/09/2008, the Bank finalized the acquisition of
Rosprombank, upon obtaining all the necessary approvals by the supervising authorities of Russia and Cyprus.
The acquisition was completed with the 50.04% transfer of the share capital of Closed Joint-Stock Company RPB
Holding, of Russia, which is the parent company of Rosprombank, for the price of €85.2 million.

On 17/01/2008, the Bank agreed to sell to its subsidiary Laiki Investments EPEY Public Company Ltd the total
of Egnatia Financial Services’ (Cyprus) share capital, for the price of £2.9 million. In June 2007, the acquisition
by the Bank of the entire share capital of Egnatia Financial Services (Cyprus) Ltd had been effected, at
the same price, namely £2.9 million. Egnatia Financial Services (Cyprus) Ltd operates in the services sector
concerning the receipt and transmission of orders on behalf of third parties, executing orders to effect
transactions through financial instruments, managing clients’ investment portfolios, underwriting issues and
offering financial instruments. As mentioned above, the final intention of Laiki Investments EPEY Public
Company Ltd was the merger of Laiki Stock Exchange EPEY Ltd, CLR Securities & Financial Services Ltd and
Egnatia Financial Services (Cyprus) Ltd.

On 07/02/2008, the signing of an agreement with Dubai Financial Group was signed for the sale to the later of
53,532,184 shares of MIG, by 31/03/2008 at the latest. On 31/03/2008, the Bank announced that the 53,532,184
shares that represented 6.45% of MIG issued share capital were transferred to Dubai Financial Group on the
basis of the price agreed, namely €7.00 per share. The said transaction had previously been approved by the
Bank’s shareholders by ordinary vote, approved during an Extraordinary General Assembly that took place on
17/12/2007.

On 21/03/2008, the Bank announced that in the context of restructuring the Group’s Credit Directorates, the process
of restructuring and merging of Laiki Cyprus Bank (Finance) Ltd with the Bank was completed, and as such it would
provide from then on the relevant services. It is noted that the restructuring and merger was approved by the Bank and
Laiki Cyprus Bank (Financing) Ltd during the General creditors’ meeting of Laiki Cyprus Bank (Financing) Ltd, as well as
by the court in accordance with Cyprus Law.

On 22/07/2008, CNP Assurances and the Bank signed an agreement of long-lasting cooperation with the purpose of
growing the insurance business through the Bank’s network in Greece and Cyprus. The said agreement in the sector
of insurances in Greece and Cyprus is expected to expand to other countries in the future, following the worldwide
expansion of the Bank in South and Eastern Europe.

Marfin Investment Group MIG, MPB and WIND Group Hellas have announced on 09/10/2008 their agreement for
an enlarged strategic cooperation in order to jointly exploit the new development opportunities in the field of
communications and ebanking services in Greece.




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On 11/11/2008, following the announcement dated 02/11/2007, MPB announced that upon obtaining the necessary
approvals by the competent authorities in Cyprus, as required by the law, it has increased its participation share in the
share capital of the Estonian Marfin Bank Pank Eesti AS (previously AS SBM PANK) by 2.71%, through the purchase
of 544,000 shares. As a consequence, the total participation percentage in the share capital of Marfin Pank Eesti AS
became 52.838%.

On 19/12/2008, MPB announced that the agreement for a long-lasting cooperation was completed between CNP
Assurances (CNP) and MPB, with the purpose of developing, through MPB’s network, the insurance business in Greece
and Cyprus. The said agreement includes on the one hand the transfer by MPB to CNP of 50.1% of the share capital of
Marfin Insurance Holdings Ltd, which is the insurance arm of the MPB Group, and on the other, the signing of a ten-
year exclusive marketing agreement, with the option of an expansion to other countries where MPB is active. Marfin
Insurance Holdings Ltd holds 100% of Laiki Cyprialife (LCL – Life Insurance in Cyprus), Laiki Insurance (LI – General
Sector Insurances in Cyprus), Marfin Life (ML – Life Insurances in Greece) and Marfin Brokers (MB – Factoring Insurance
Business in Greece).

On 31/12/2008, the subsidiary Laiki Investments EPEY Public Company Ltd (“Laiki Investments”) announced that
the Nicosia District Court approved, on 12/12/2008 the Restructuring Plan for the merger of CLR Capital with Laiki
Investments. Moreover, on 17/12/2008, the District Court approved the Restructuring and Merger Plan of Laiki Stock
Exchange EPEY Limited, Laiki Capital Management EPEY Limited, Egnatia Financial Services (Cyprus) Limited and CLR
Securities and Financial Services Limited.

On 09/01/2009, Laiki Investments announced that on 05/01/2009 the Companies’ Tax Inspector certified the change of
its name to Marfin CLR Public Co ltd. In the same announcement it is mentioned that the Board of Directors of Marfin
CLR Public Co Ltd decided to issue new shares, which were offered, to be exchanged, to all CLR Capital Public Ltd
shareholders. The said shares were incorporated in the already listed share capital of Marfin CLR Public Co Ltd.

On 28/12/2009, during the Extraordinary General Assembly a 97% of the share capital present approved the amendment
of the Share Options Scheme’ terms, which was adopted according to the First (Ordinary) Vote of the Extraordinary
General Assembly of Shareholders that took place on 17/04/2007, concerning the Board of Directors and the Bank’s
employees as well as the subsidiaries and related companies. More specifically, the price for the exercise was amended
from €10 to €4.50. Also, the extension of the Plan’s term was approved by two (2) years, the latest term for its exercise
being in the year 2013 instead of 2011.

During the Extraordinary General Assembly of the same date, 97% of the share capital being present confirmed the
authorisation that had been given to the Bank’s Board of Directors with the Second (Special) Vote of the Extraordinary
General Shareholders’ Meeting that took place on 17/04/2007, to issue, in the context of the implementation of the
Share Options Scheme up to 80,000,000 Bank’s shares with a nominal value of eighty five cents (€0.85) each, without
those shares being offered pre-emptively to existing shareholders of the Bank, according to its Articles of Association
and the Law.

On 12/03/2010, it was announced that in the context of the scheme there would be an issue of (common) covered
stock bonds of up to €3 billion (issue scheme). Marfin Egnatia Bank S.A., upon approval by the Bank of Greece,
proceeded with the issuance of the second series (of common) covered stock bonds up to the amount of €500 million.
To secure any claims by the bonds’ holders and of all the insured creditors, in the context of the issue scheme, the


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Bank’s agreement regarding credit facilities towards Marfin Egnatia Bank S.A. is still in force; it should be noted that
the first series of (common) covered stock bonds amounted to €1 billion.

On 04/082010, Marfin Egnatia Bank S.A., upon approval by the Bank of Greece, issued the third series of (common)
covered bonds amounting to €1 billion, in the context of the existing Scheme for the issuance of (common) covered
bonds up to €3 billion, as in force (Issuance Scheme), while it cancelled the second series of (common) covered bonds
up to €500 million, the issuance of which had been decided on 12/03/2010. To secure any claims by bond holders
and by any Insured Creditors in the context of the issuance Scheme, the Bank’s agreement regarding credit facilities
towards Marfin Egnatia Bank S.A. is still in force. In the context of the Scheme, on 17/11/2008 Marfin Egnatia Bank
S.A. issued the first series of (common) covered stock bonds amounting to €1 billion. The bonds were acquired by
Marfin Egnatia Bank S.A. at the price of their issuance, with the purpose of being resold to institutional investors at
any time before their end of term. Until their sale, covered bonds are used as collateral to secure funding from the
European Central Bank through the Bank of Greece. These covered bonds are included in the consolidated intermediary
summary account, in the column “Money Due to other banks”. After the issuance of the third series, the total amount
of (common) covered Marfin Egnatia Bank S.A. bonds amounts to €2 billion.

During 2010, the Bank was included in the Paneuropean Stress Test, the results of which were announced on
23/07/2010. The Paneuropean Stress Test was organized by the Committee of European Banking Supervision (CEBS), in
cooperation with the European Central Bank and the Central Bank of Cyprus. This test was run by applying scenarios,
methodologies and basic assumptions prescripted by CEBS. As a result of the application of the hypothetical extreme
situation under an adverse scenario, the estimated consolidated Tier I ratio is readapted to 8.5% in 2011, compared to
9.4% at the end of 2009. An additional extreme scenario of sovereign risk is expected to have an extra negative impact
up to 1.4% on the estimated Tier I ratio, reaching 7.1% by the end of 2011, compared to the minimum percentage
provided by the European Capital Requirements Directive compared to the 4%. The Stress Test resulted in a surplus
of €302 million in Tier I, compared to the minimum level of 6%, which has been totally set for the purposes of the
above test. This specific limit must in no case be interpreted as the minimum ratio set by the Regulator (the minimum
regulatory ratio for the Tier I has been set to 4%), nor as the capital target which reflects the Bank’s risk profile, as
such is defined by the results of the supervisory review and evaluation process of Pillar 2 of the European Capital
Requirements Directive (CRD).

On 26/11/2010, the Bank announced its decision to enter the Chinese market, through a representative office, which
is expected to operate during the first quarter of 2011 and contacts with the Central Bank of China have already been
made. The above decision, is aligned with the Group’s policy to claim an increased share in the banking business of
emerging markets.

In November 2010 it was announced that the leading international Financial Times magazine, “The Banker”, granted
Marfin Laiki Bank the award BANK OF THE YEAR 2010 for Cyprus. The award is given to Banking Institutions for the
extraordinary quality of their services, their innovative products and technological pioneering. Obtaining the said award
is another new golden page in the Group’s history and it reflects every day appreciation and trust felt by its clients. The
new distinction is only added to a series of others constituting proof of the Bank’s pioneering business, innovation and
stable progress. It is also stressed that Marfin Laiki Bank is the only Cyprus Bank that was honoured in 2010 with the
Quality Appreciation Award of JP Morgan Chase.




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PROCEDURE FOR THE MERGER OF MARFIN POPULAR BANK AND MARFIN EGNATIA BANK S.A.
On 18/05/2009, it was announced that on 15/05/2009, the Boards of Directors of the Bank and of its subsidiary MEB
convened and decided to begin the merging procedure, where the second one shall be merged into the first one and
the date of restructure shall be 30/06/2009.


The objective of the recommended merger was:


• To improve the strategic flexibility of the group in view of a possible expansion in the Greek area and the area of
 South Eastern Europe.
• The strengthening of the Group’s capital base by 10%, which corresponds to an improvement by 82 basis points of
 the capital adequacy indicator (CAD) from 11.3% to around 12%, also due, among other, to having one legal entity,
 instead of investing from the one to the other, which from a supervising point of view operates subtractively.
• The implementation of buy-back schemes for reasons of strategic expansion, as in force, with regard to banking
 institutions in Greece as well as transactions being made by principal shareholders with absolute transparency and
 announcements but without the restrictions of closed periods that are in force in Cyprus.


On 19/05/2009, Marfin Egnatia Bank S.A. announced that, the Boards of Directors of the Bank and of its subsidiary
Marfin Egnatia Bank S.A. decided on 15/05/2009, during their meetings, to begin the merging procedure, with date of
restructure the 30/06/2009. In the same announcement details on the merging procedure were given:


The exchange ratio between the shares of the merging companies shall be calculated at a date later than the
restructure date, on the Basis of Financial Statements of the merging companies on 30/06/2009 and consequently
after the publication of the said financial reports. According to legislation in force, the boards of directors of the
merging companies shall decide on the exchange ratio in the context of approval of the Joint Plan of Cross-Border
Merge, while a Report by Independent Experts shall be drafted, which shall analyze the suitability of the methods
to be applied as well as the lawfulness and correctness of the exchange ratios. The exchange ratio is subject to
approval by the general meetings of shareholders of the merging companies in the context of approval of the
entire procedure. The time of completion of the merging procedure depends, among other, from the time of
obtaining the required approvals by the competent Greek and Cypriot authorities; however it is estimated that it
shall be in about 7 months from the date of restructure.


On 15/09/2009, it was announced that the Boards of Directors of the Bank and of its subsidiary MEB during their
meetings of 15/09/2009 decided to continue with the merging procedure, where MEB shall be merged into the
Bank. Date of restructuring remains the 30/06/2009. The merger shall take place pursuant to the provisions of
Directive 2005/56/EC regarding cross-border mergers of capital intensive companies, which has been incorporated
in Cypriot and Greek Legislation with Law 186 (1)/2007 and Law 3777/2009 respectively.




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On 16/11/2009, it was announced that MPB’s Board of Directors, during its meeting dated 13/11/2009, approved
the Joint Plan of Cross Border Merger and drafted the Board of Directors’ Report on the merger. During the
same meeting, the exchange ratio was specified to 0.6726990008 new ordinary (common) nominal Bank shares
of a nominal value of €0.85 each, for every old ordinary Marfin Egnatia Bank S.A. share, with a nominal value
of €0.85 each.


On 23/11/2009, the Joint Cross Border Merger Plan was announced, it was submitted to the Companies’ Tax
Inspector on 19/11/2009 and it was published in the Cypriot Government Gazette on 20/11/2009; also, it
was registered in the S.A. Companies Registry of the Ministry for the Economy, Competition and Shipping on
20/11/2009. The summary of the Joint Cross Border Merger Plan is available at the registered office of the Bank
during normal Bank working hours, while it can also be received in electronic form, from the official Bank site
www.laiki.com (“Investor Relations”).


On 28/12/2009, MPB announced that during an Extraordinary General Assembly on 23/12/2009 the Cross Border
Merger was approved providing for the merger of MEB into the Bank, as well as the Joint Cross Border Merger Plan.
During the same Extraordinary General Assembly, the Bank’s Board of Directors’ Report and the Statements of an
Independent Auditing Company were approved with regard to the specification of the shares’ exchange ratio of
the merging companies and the shares’ exchange ratio. The Report by the Bank’s Board of Directors, the Report and
Statements of the Independent Auditing Company are available in electronic form, from the official Bank site www.
laiki.com (“Investor Relations”)


During the Extraordinary General Assembly of 23/12/2009 the authorization of the Board of Directors was
approved for the issuance of 5,781,121 new ordinary Bank shares, with a nominal value of €0.85 each in the
context of the cross border merger of MEB into the Bank, for the exchange of 8,593,919 ordinary nominal
shares of MEB. The Bank’s shares that shall be issued as an exchange offered for the aforementioned ordinary
shares shall not be offered pre-emptively to existing Bank shareholders, as provided by the Bank’s Articles of
Association, but to existing MEB shareholders (apart from the Bank itself), according to the provisions of the
Joint Cross Border Merger Plan and the decisions of the Boards of Directors of the merging companies. The
new shares that are under issuance, in the context of the completion of the cross border merger, as mentioned
above, shall rank pari passu with existing, fully paid, ordinary Bank shares. It should be noted that because the
Bank already holds 97% of MEB’s share capital, the 5,781,121 Bank shares under issuance correspond to 0.68%
of its issued share capital.


On 02/02/2010, it was announced that merging companies MPB and MEB obtained a certificate, which confirms,
in an indubitable way, the correct implementation of actions and formalities preceding the merger. Specifically,
on the one hand a relevant Decree was issued by the Nicosia District Court and on the other hand a certificate by
the Ministry for the Economy, Competition and Shipping of Greece. After that, MPB shall submit a request with
the Nicosia District Court for the approval of the Cross Border Merger and the setting of the date it shall come
into force.


The Bank and MEB have submitted a request with the Nicosia District Court for the approval of the cross border merger
the setting of the date it shall come into force.




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According to Articles 201(xvii) and 201(xix) of (Cyprus) Companies Law, the joint request of the Bank and Marfin
Egnatia Bank SA regarding the approval of the completion of the merger was examined by the District Court of Nicosia
which issued a decision setting 31/03/2011 (at 12.00 pm) as the date of effect of the merger.


The Shareholders of MEB who shall acquire MEB shares until the last cum date, ie 03/01/2011 shall have the right
to participate in the present share capital increase by exercising their Subscription Rights, in accordance with the
procedure laid down in Part 5.10 of this Prospectus.




4.3 Review of Business Operations
4.3.1 Main Operations
The banking and financial services sector operates within a dynamic and constantly changing environment, which
continuously poses new challenges and requirements. Factors contributing to the establishment of these conditions
are the intensification of competition, the internationalisation and deregulation of the overall spectrum of financial
operations, the free movement of capital and human resources, leaps in technology, more stringent regulatory
requirements and increased operating and compliance expenses, trans-border sales/trading on products and services,
the need to post higher financial results, the decreasing importance of geographical distance, the large number of
complex products and services, as well as the greater options available to and higher expectations of customers. As a
result, the Group’s business operations are supported by a number of internal divisions and departments, with the aim
being to achieve the highest possible productivity and efficiency in an array of areas, such as risk management, strategy
formulation, the launch of new products and services, foreign exchange and treasury trading, internal audit, internal
systems and procedures, as well as regulatory compliance.

Special emphasis is placed on technology and IT, with fully staffed departments entrusted with developing the
Group’s technological infrastructure and computerised systems, as well as with administering its existing systems.
The Group’s technological development is inextricably linked with the broader strategy and business operations
of the Group and, more specifically, with the development of new products and services, the development of
alternative service channels, the increase in productivity, the centralisation and automation of procedures and
the improvement of operational risk management. In the same framework, special emphasis is placed on human
resources, which are considered the most valuable asset for ensuring the success of the Group. In light of the
above, the Group applies innovative procedures and practices in hiring, assessment, performance management,
career development and reward of its staff.

Today, the Group’s operations, both in Cyprus as well as in Greece, encompass the full spectrum of banking and financial
services and products. Its main operating segments are retail banking, bank cards, electronic banking, business and
corporate banking services, international banking services, private banking, financing and leasing, factoring, shipping
services, insurance services in the general insurance and life insurance sectors, investment banking, asset management,
treasury management, as well as stock broking and capital management.

Overall, the Group’s business operations in remaining countries (with the exception of Greece and Cyprus) are readjusted
accordingly to reflect current prevailing conditions and targets. In the United Kingdom and Australia, where its services
are predominantly used by Greek and Cypriot ex-pats, the main services are private banking, asset management and
electronic banking, with the aim of further strengthening its operations by penetrating other national and professional

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groups. In Malta, operations primarily involve international corporate banking services, while the full spectrum of
banking services is offered in the other countries where the Group operates.

The main services and products offered by the Group are outlined below.


Retail Banking Services
Retail banking has the primary objective of fulfilling the financial needs of private customers and organised groups.
It offers clients a comprehensive range of banking products, such as deposits, current accounts, personal, student,
consumer and housing loans, as well as investment and banking-insurance products, predominantly through the
Group’s branch network and the alternative distribution channels of Laiki eBank, or by referring customers to specialised
departments of the Group. In Cyprus, the Retail Banking Division coordinates and provides full support to the banking
units, with the aim of improving the standard of service provision offered to clients, and introduces new products
and services in areas such as student loans, marriage loans, holiday loans and housing loans. The branch network is
supported by centralised systems and processes and by an extensive ATM network. The Group operates in Greece
through MEB, which also has a centralised internal structure in the sector of retail banking, with the aim of effectively
utilising the important opportunities emerging in this sector in the Greek market.

The retail-banking sector remains the largest operating segment of the Group and it is the segment on which the
Group places greater emphasis. It is also noted that, in recent years, housing and consumer loans have posted a sharp
rise and have increased as a percentage of the Group’s loan portfolio.


Business Banking
This unit primarily concerns small and medium sized businesses, which are offered a comprehensive range of services
that includes bank accounts, loans for setting up and expanding a business, current accounts, import/export facilitations
and foreign exchange. In Cyprus, these services are mainly offered through Business Banking Units, which report to the
Business Banking Division. In Greece, loans to businesses are centrally administered, while products and services are
offered to clients through the network of branches of Marfin Egnatia Bank.


Corporate Banking
The Group offers a comprehensive spectrum of specially tailored and innovative services to its corporate clients. The
primary aim of the Corporate Banking Division is fostering close relations with its corporate clients, public companies
and organisations of the public sector and offering integrated solutions encompassing the full spectrum of the Group’s
products and services in cooperation with the other companies of the Group.

These services include a range of bank accounts, such as business loans, current accounts, import/export facilitations,
letters of guarantee and secured loans, project financing, foreign exchange and portfolio instruments, as well as the
administration / participation in joint venture loans.

In Cyprus, operations have been restructured and centrally organised into a single department based in Nicosia, which
reports to the Corporate Banking Division. The ultimate purpose of this restructuring is to achieve greater flexibility,
efficiency and specialisation in view of fulfilling customer needs, while also emphasising relationship banking, placing
greater value in and providing enhanced support to customers.



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In Greece, the Corporate Banking Division of Marfin Egnatia Bank offers high-standard integrated banking services and
products to corporate clients. It covers the loan capital needs of corporations in the framework of its financial strategy,
as well as offering the option of providing additional supplementary products and services. More specifically, it offers
products and services in the areas of corporate banking, risk management, loan capital facilitations and, in cooperation
with the Investment Banking Division of the Group, it offers creative, innovative and specially-tailored solutions in the
areas of advisory services and capital markets.


Shipping Services
In Greece, the Group maintains significant presence in the shipping sector, in which it operates with marked success.
The Shipping Division of Marfin Egnatia Bank offers effective, competitive and reliable services to companies in the
shipping sector. Most specifically, it offers loans for the purchase/repair of ocean-going marine vessels, loans for
the purchase of leisure yachts, loans for operating capital, letters of guarantee, deposit accounts (sight, current
and term) in all principal currencies at highly competitive interest rates, as well as supplementary services including
the sale and purchase of foreign exchange at competitive exchange rates, domestic/international money transfers
and currency trading.

The Shipping Services of Marfin Egnatia Bank received the ‘Best Shipping Finance Team, Greece’ award from Finance
Shipping Awards (2009).

The Shipping Division has tailored its services with the aim of fully covering the needs of businesses and private
individuals actively involved in shipping.


Private Banking
The Private Banking division provides personally customised banking and investment services, both to private customers
and to institutional investors of the Bank, Cypriot and foreign nationals, who dispose of significant investment capital,
offering quality integrated asset management solutions, emphasising the principles of personal service, confidentiality
and professionalism.

This service is available in Cyprus, Greece and the United Kingdom. The Bank also offers a comprehensive range
of alternative investment and financial products, depending on clients’ investment profiles, in conjunction with
international investment firms and reliable stock broking companies worldwide. Concurrently, in cooperation with the
Treasury Division, we can offer customers individually tailored investment products. It is worth noting that the Private
Banking Division of the Group was proclaimed the best Private Banking service in Cyprus in 2006 and 2007 by the
international financial magazine ‘Euromoney’, as well as the best Private Banking service for business owners in Cyprus
and for employees in Greece in 2007.


International Banking Services
The specialised International Business Units offer a wide range of products and services to foreign customers and multinational
businesses. To that end, the Group has developed relations with numerous financial organisations in other countries, through
the Foreign Bank Relations Division. Clients are also offered advice on procedural matters, such as company registration, as
well as services / products through other departments and divisions of the Group, such as the Private Banking and Treasury
Divisions. This Division operates in an international environment with a very positive growth outlook.



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The recent acquisition of an interest in the share capital of Lombard Bank Malta Plc forms part of Marfin Popular
Bank’s strategy of expanding its business into the provision of high-quality banking services to international
corporations. In the last few years, Malta has evolved into an investment hub for international corporations.


Treasury Division
The Treasury Division is actively involved in money markets both in domestic and in foreign currency, more specifically
in foreign exchange markets (spot, futures, forward and swaps), money markets (interbank market), bond markets
(primary and secondary market) and derivative markets, such as swaps, FX swaps etc.

The Treasury Division manages the assets and liabilities of the Group and its foreign exchange, interest rate and liquidity
risks, on the basis of the guidelines and regulatory framework designated by the Bank. The procedure of designating
and monitoring the above framework is coordinated by the Asset-Liability Committee (ALCO), in conjunction with the
Treasury Division.

At the same time, the Treasury Division services the network of branches of Marfin Popular Bank regarding foreign
exchange rates and deposit interest rates. Moreover, it maintains a direct line of communication with important clients
of the Bank, whom it updates on current foreign exchange and interest rates as well as on developments in international
foreign exchange, money, bond and derivative markets.

The Treasury Division also takes care of planning and pricing in regard to specialised products offered to clients of the
Group, such as deposit instruments, fixed-income or non-fixed income securities and generally instruments offering
access to any market as may be requested by the client.


Laiki eBank
Laiki eBank is the first fully operational electronic bank in Cyprus offering electronic banking services. Clients can
perform their banking or commercial transactions from home or the office, rapidly and securely, 24/7, through Laiki
eBank’s call centre, online or through a mobile phone (WAP-enabled). The SMS Banking service and the innovative
Laiki Global eTrading service for carrying out stock exchange transactions on international stock markets were made
available in 2005. Laiki eBank offers its services in Cyprus and Greece as of 2000 and 2001, respectively, as well as in
the United Kingdom and Australia as of 2004.

Some of the specialised products and services offered by Laiki eBank are the eChecking and eSavings accounts,
the eLoan personal loans, the Laiki eCard cards, stock exchange transactions in Cyprus and Greece through
the Laiki eTrading platform, the Laiki eBank Alerts text messaging service as well as foreign exchange trading
through the eFX Trading service. As well as the above, it also offers the eBanking for Business service to
companies.

In 2010, “Global Finance” magazine ranked Marfin Laiki eBank “Best Investment Bank in Cyprus in 2010”.




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Cards
The Bank issues and offers a wide range of cards, which fully cover the needs of both private individuals
andcompanies (business cards). The Bank issues VISA and Mastercard credit and debit cards. The cards available
are issued in classic, gold and platinum, and offer the option of performing transactions through the ATM network.
Moreover, specialised cards are also issued which are targeted at specific customer groups or concern specialised
services, such as, indicatively, the following: Laiki Business Card, Laiki eCard, Laiki Electron, Laiki Connect, What’s
Up 18- and What’s Up 18+, Laiki Prepaid and Laiki Card & Fly.

MEB’s credit cards, are offered in Greece. Marfin Egnatia Bank issues VISA credit and debit cards, in the ranges Marfin
Cash & Buy, Marfin Blue, Marfin Gold, Marfin E-Shop.Gr and the specialised AEL Visa card. It is noted that in Greece,
the ATM network has expanded beyond the confines of the premises of Marfin Egnatia Bank S.A. branches.

The Visa Classic and Visa Gold, as well as the Autobank Card are offered in the United Kingdom. The Visa Debit cards
are offered in Australia, where the ATM network has expanded beyond the confines of the premises of the Bank’s
branches.

It is also noted that the Bank is a shareholder by 30% in JCC Payments Systems Limited company, which was jointly
founded in 1989 with other commercial banks operating in Cyprus and offers card management services in Cyprus.
The company was founded with the objective of providing uniform credit approval limits on cards and jointly processing
transactions.


Factoring Services
In Cyprus, the Group is actively involved in the provision of factoring services, through Laiki Factors Limited.

Laiki Factors Limited offers working capital financing services, primarily through the advance payment of trade
debts, while it also offers lines of credit and loan confirming services. Laiki Factors Limited also offers specialised
sales ledger administration and collection agency services, as well as advisory services on issues pertaining to
company financing. In view of offering the above services, Laiki Factors Limited has created an array of service
packages, such as factoring with or without recourse, advance payment of invoices, imports or exports factoring
and credit confirming.

The Group has been active in the provision of trade receivables factoring services in Greece since 1998, through its
subsidiary, Laiki Factoring S.A. These services are now offered by Marfin Factors & Forfeiters AEPEA, a subsidiary of
MEB, and they are specially-adapted to the requirements of the Greek market, covering the following areas:

• domestic factoring, with or without the right of recourse, addressed to companies operating in Greece;
• advance payment of invoices of a confidential nature or otherwise, addressed to customers who wish to retain their
 own collection mechanisms;
• exports or imports factoring, addressed to businesses transacting with foreign companies.

Factoring services are also offered in the United Kingdom.




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Financing / Leasing Services
The Group offers a wide range of specialised products in the financing and leasing sector, which covers, among
others, purchases of vehicles, furniture, industrial equipment and equipment for medical practices/clinics, laboratories,
residences and offices, including electronic systems.

Financing services in Cyprus were offered through the Group’s subsidiary, the Cyprus Popular Bank (Finance) Ltd. On
21/03/2008, the Bank announced that in the context of restructuring the Group’s Credit Directorates, the process
of restructuring and merging of Laiki Cyprus Bank (Finance) Ltd with the Bank was completed, and as such it would
provide from then on the relevant services. It is noted that the restructuring and merger was approved by the Bank and
Laiki Cyprus Bank (Financing) Ltd during the General creditors’ meeting of Laiki Cyprus Bank (Financing) Ltd, as well as
by the court in accordance with Cyprus Law.

The Group has conducted business in the financing sector with great success, achieving market shares exceeding the
respective market shares of loans and deposits, both in Cyprus and in Greece.

In Greece, leasing services are now offered by Marfin Leasing, which is a subsidiary company of MEB. The services
offered in Greece in this sector cover a broad spectrum of specialised operations, including both movable equipment
(machinery, means of transport, medical equipment etc.) as well as real estate, which is a sector that has been
displaying significant growth in the overall Greek market during recent years.


Insurance Services
The Group is active both in the general insurance sector and in the life insurance sector.

In the general insurance sector, the Group offers a broad spectrum of insurance services in Cyprus, through Laiki
Insurance Limited, such as insurance against fire, theft, civil liability, transport (by sea, air and land), for vehicles,
accidents of any nature, loss of proceeds from fire etc, while it promotes new products and services on an ongoing
basis, such as the ‘24-hour co-driver’ service, in cooperation with the Automobile Association.

In the life insurance sector in Cyprus, Laiki Cyprialife Limited offers a broad spectrum of state-of-the-art insurance
products addressed to private individuals and professionals, as well as other banking and insurance products. Laiki
Cyprialife Limited also operates in the pension products sector, which is a sector anticipated to post significant mid-term
growth, while it has also drawn up plans for personal and group medical coverage in cooperation with international
company International Health Insurance Danmark Α/S.

In Greece, the Group has been operating in the insurance sector since 2002, through Laiki Life S.A. for life
insurance and through Laiki Brokers (Insurance & Consultancy Services) Ltd for general reinsurance operations.
Following the completion of the triple merger, Marfin Egnatia Bank S.A., a subsidiary of the Group, continued to
offer a wide range of banking and insurance products, addressed both to private customers as well as businesses,
through its branch network in Greece. Moreover, through its Marfin Life subsidiary, MEB offers group insurance
plans for company employees, as well as innovative savings and pension plans.




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On 22/07/2008, CNP Assurances and the Bank signed an agreement of long-lasting cooperation with the purpose of
growing the insurance business through the Bank’s network in Greece and Cyprus. The said agreement in the sector
of insurances in Greece and Cyprus is expected to expand to other countries in the future, following the worldwide
expansion of the Bank in South and Eastern Europe.


Stock Broking and Asset Management Services
The Group offers tailor-made stock broking services in Cyprus and Greece, in the sectors of stock exchange transactions,
investment banking and capital management.


In Cyprus, these services are offered through Marfin CLR (Financial Services) Ltd (‘MCLRFS’), which is a 100%-owned
subsidiary of Marfin CLR Public Co Ltd (‘MCLR’). MCLR, which is a public company listed on the CSE, is a subsidiary of
MPB, as the latter holds 63.3% of its share capital.


The current structure of MCLR is the result of the merger of Laiki Investments E.P.E.Y. Public Company Limited (‘LI’) with
CLR Capital Public Limited (‘CLR’), by absorption without dissolution of the latter by the former.


The current structure of MCLRFS is the result of the merger of Laiki Brokerage E.P.E.Y. Limited, Laiki E.D.A.K. and
Asset Management Limited and Egnatia Financial Services (Cyprus) Limited (formerly 100%-owned subsidiaries of ‘LI’)
with CLR Securities and Financial Services Limited (formerly 100%-owned subsidiary of CLR), by absorption without
dissolution of the former companies that were merged into the latter.


Both aforecited mergers took place in early 2009, following the authorisation by the District Court of Nicosia of the
respective sectors of the restructuring and merger.


MCLRFS is a market leader in Cyprus in its sectors of operation. In regard to brokerage services, for the period ended
30/11/2010, MCLRFS ranked first on the CSE in the value of transactions, with a market share of 23.74% 1, not
including pre-agreed transactions. Transactions are also conducted on the ATHEX and international stock exchanges
through MCLRFS. During the same period, MCLRFS held a 1.12% share of the cumulative value of transactions on the
ATHEX in securities and bonds, in its capacity as distance-member of the ATHEX.


It is worth noting that MPB clients have the option of performing transactions on the Cyprus Stock Exchange and the
Athens Exchange online, through the Laiki eTrading service while, as of December 2005, they also have the option of
conducting share sale-purchase transactions on major international stock exchanges at competitive rates through the
innovative Laiki Global eTrading service.


In the sector of client capital management, MCLRFS offers services adhering to high professional standards covering a
broad spectrum of institutional clients, in cooperation with international firms based abroad.




1. Source: CSE

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MCLRFS also offers a comprehensive range of investment banking services, having achieved a prominent position in
the domestic market. The service offering includes underwriting services and public offerings (IPOs and secondary
offerings), advisory services for mergers and acquisitions and sourcing strategic partners, advisory services for financial
planning and company restructuring, undertaking feasibility studies, advisory services for large-scale projects (project
finance) and drawing up financial studies and business plans.

MCLRFS possesses an investment portfolio in the form of private equity in companies, the shares of which are not listed
on a stock market.

In Greece, the Group offers a comprehensive range of investment services and products, through IBG, a subsidiary of
the Group, which ranks among the foremost financial establishments in Greece. Its client base primarily consists of
foreign end-clients, European and U.S. banks and financial institutions, as well as private investors. IBG collaborates
with top-ranking international firms, allowing its customers to perform transactions on foreign-listed shares, CFDs and
derivative instruments in international markets. During the four-monthly period ended 30/04/2009, IBG ranked first in
market share on the ATHEX, with a 15.10%1 share in the cumulative value of securities and bonds transactions.

Moreover, it disposes of one of the largest Economic Analysis Divisions, providing primary research to companies
representing 90% of the capitalisation of the Athens Exchange, as well as analysis reports on behalf of selected
European companies. Offering an array of carefully designed products, it provides the investment public with
analyses and opinions on the Greek and international financial markets, while it issues a daily analysis report
covering all developments anticipated to affect the movements of Greek and foreign shares. At the same time, it
has begun issuing primary research reports to large-capitalisation companies in the markets of Turkey, Romania
and Bulgaria. The Economic Analysis Division of the IBG has received numerous important distinctions over the
course of its history, both in Greece as well as internationally (Thomson Extel Survey, Star Mine Awards, AQ, RQ,
Athens Exchange etc).

Moreover, IBG is a member of the European Securities Network (‘ESN’). ESN is a recognised pan-European network,
comprising 10 brokerage firms and investment banks and offering investment services in 14 European countries. The
aim of the network is to cover the full spectrum of European markets in regard to domestic private and institutional
clients, offering a uniform analysis platform (providing primary research to more than 1,000 companies in Europe),
identifying investment opportunities in domestic European markets, as well as developing productive and efficient
synergies among its members.



4.3.2 New Products And Services
The Group has consistently followed the policy of continuously developing new products and services in all its areas
of operation, both in Cyprus and in Greece and internationally, such as new bank accounts, loan products, deposit
and investment products, electronic banking products and services, general insurance and life insurance products and
services, as well as new stock broking services.




1. Source: ATHEX

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4.3.3 Other Services And Activities
In addition to the above activities, it is noted that the Group’s operations are supported by a number of internal
divisions and departments.

Special emphasis is placed on the sector of technology and IT. The Group disposes of a fully-staffed division entrusted
with upgrading the technological infrastructure and computerisation of the Group, as well as administering its current
systems. The Group’s technological development is inextricably linked with the broader strategy and business operations
of the Group and, more specifically, with the development of new products and services, the development of alternative
service channels, the increase in productivity, the centralisation and automation of procedures and the improvement
of operational risk management.

The Group also maintains an active involvement in CSR activities and in the cultural life of the countries where it
operates. For a number of years, the Group has been organising and participating in numerous activities including,
among others, charitable, cultural, CSR and sports events.

The foremost event organised by the Group is the holding of the annual Radio-Marathon for Children with Special
Needs, an event that has received an enthusiastic following from charitable institutions and the general public.

Another milestone in the cultural activities of the Group was the establishment of the Laiki Group Cultural Foundation
- Pierides Museum trust in 2000.



4.3.4 Main Markets of Operation
The Group is mainly based in Cyprus, where it maintains 115 branches, but it attaches great strategic importance to
its international business expansion. Its international presence spans its subsidiary banks in Greece (183 branches),
Australia (10 branches), Serbia (28 branches), Romania (27 branches), the Ukraine (62 branches), Estonia (4 branches),
Malta (7 branches), Russia (26 branches), the United Kingdom (4 branches) and Guernsey (1 branch).

An analysis of the income and of the loan portfolio of the Group broken down by geographical segments is
provided in Section 4.4, while the organisational structure of the Group and its subsidiaries per country are
provided in Section 4.5.


Cyprus
Marfin Popular Bank is the second largest bank operating in the Cypriot market. The full service offering of the Group,
set out in Section 4.3, is available in Cyprus, through the Bank and a number of its subsidiaries. Cyprus remains the
main base of Group operations. Marfin Popular Bank is the top-ranking bank in Cyprus in total equity for the period
ended 30/09/2010, according to the published financial data of the banks headquartered in Cyprus. Moreover, Marfin
Popular Bank ranks second in loans, business loans and deposits. (Source: Central Bank of Cyprus, Monetary and
Financial Statistics, November 2010)

The Group maintains a network of 115 branches in Cyprus, with wide geographical dispersion, while it offers a
comprehensive range of alternative distribution channels through Laiki eBank, which is constantly being upgraded with
the addition of new services. The Group employed 2,421 members of staff in Cyprus on 30/09/2010.




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The strategy pursued in the Cypriot market focuses on the ongoing improvement in the quality of service provision
offered to clients, the constant offer of attractive products, the utilisation of technology and alternative distribution
channels, as well as the development of systems allowing for effective risk management and improved loan quality.


Greece
The Group operates in Greece through its subsidiary MEB. MEB is the result of the merger of the banking operations
of the Group in Greece, of Marfin Bank ATE with Egnatia Bank S.A. and Laiki Bank (Hellas) S.A., following the decision
of their respective Boards of Directors.

More specifically, the sale and transfer to the Bank of the entire shareholding of Marfin Investment Group, which
represented 100% of share capital, in Marfin Bank ATE, against the total price of £CY 359.9 million, was completed
on 04/05/2007. The merger procedures between subsidiary banks Egnatia Bank S.A., Marfin Bank ATE and Laiki Bank
(Hellas) S.A. were completed by June 2007, which saw the launch of a new bank, Marfin Egnatia Bank S.A. This merger
was performed in accordance with applicable Greek law, using the method of consolidation of equity and liabilities of
the companies undergoing the merger.

MEB and its subsidiary companies offer a wide range of financial products and services, with activities spanning, apart
from the purely banking domain, the areas of leasing, factoring-forfeiting, banking insurance, shipping, as well as
investment strategy issues.

MEB offers its services and products through a constantly growing branch network, which comprised 183 branches
on 03/12/2009, offering broad geographical coverage. On 30/09/2010 The Group employed 3,271 members of staff
in Greece.

The Group’s operations in Greece are characterised by a client-centred approach, consistently aiming at providing
a high standard of services as well as fostering long-term relationships with its clients. At the same time, special
emphasis is placed on the continuous training and development of employees, as well as on the continuous updating
of technological and risk management infrastructure, in cooperation with the Group.

In regards to expanding of the business in Greece, the target is to achieve both a constant as well as a dynamic
growth in key financials, as well as continuously rising profitability. In this context, the strategy followed by MEB
focuses on the constant expansion of its branch network and the continuous development of its product and
service offering, covering every banking need, consistently in accordance with the governing principle of ensuring
integrated service provision.

In Greece, MEB ranks seventh in terms of loans, fifth in terms of business loans and seventh in terms of deposits.
(Source: Bank of Greece).


United Kingdom
The Group has been operating in the United Kingdom since 1974 and today operates a network of 4 branches, 3 of
which are in London and 1 in Birmingham, in areas exhibiting a large concentration of Cypriot and Greek ex-pats,
which are the primary targets of the Group. The Group employed 164 members of staff in the United Kingdom on
30/09/2010.



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The Group’s UK strategy is geared towards achieving further growth in areas such as corporate and commercial banking
and capital management, as well as leveraging on the opportunities offered by e-banking. The Group’s UK strategy
primarily targets the second and third generation of Greeks and Cypriots residing in the UK and foresees the penetration
into other nationalities and professional groups.


The main offices of the Bank in the United Kingdom relocated in February 2005 to new premises in the Cavendish
Square area in central London.


Australia
An important development marking the international expansion of the Group was the establishment of Laiki
Bank (Australia) Limited in April 2001. The Group had previously maintained a Representative Office in Australia
since 1986.


Laiki Bank (Australia) Limited commenced operation with a network of 5 branches, which today spans 10
branches. The strategic objective of the Group is the further expansion of its branch network, as well as further
leveraging the opportunities presented by e-banking. The Group employed 119 members of staff in Australia
on 30/09/2010.


Australia is characterised by a mature banking market and the existence of a significant Cypriot and Greek
Community.


It is noted that in 2007 the Bank was awarded the bronze prize by ‘Money’ financial magazine in the ‘Cheapest
Housing Loan’ in Australia category, as well as the bronze prize in the ‘Deposit Product offering the Best Terms’ in
Australia category.


Guernsey
Subsidiary bank Laiki Bank (Guernsey) Limited was established in March 2005 on the island of Guernsey, in the Channel
Island complex, in line with the Group’s strategy of international expansion. The Bank aims at diversifying the range of
deposit and other investment products available, offering competitive features and tax advantages.


Serbia
The Group expanded into Serbia following the acquisition of 90.43% of the share capital of Serbian bank
‘Centrobanka a.d.’ in January 2006, which was initially renamed ‘Laiki Bank a.d.’ and subsequently Marfin Bank
JSC Belgrade (as of 31/03/2008) upon the successful conclusion of the public offer submitted for the acquisition
of a controlling interest in its share capital. The abovementioned acquisition marked the first major foothold
achieved by the Group in the emerging Balkan market and signalled a deviation in the strategy hitherto followed
by the Group, namely the operation of fully-fledged banking units in countries with a significant concentration
of Greeks and Cypriots.


The Group went ahead with a share capital increase of €10 million in August 2006, which increased its shareholding
in Marfin Bank JSC Belgrade to 92.82%. In September 2006, it submitted a public offer for the acquisition of the
remaining shares. The Group acquired a further 61,058 shares for the total price of €1.3 million, increasing its overall


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shareholding to 95.23%. The Group acquired the new shares issued by Marfin Bank JSC Belgrade in June 2007 for the
total price of €30.1 million. The shareholding of the Group in Marfin Bank JSC Belgrade today stands at 97.23%.

Marfin Bank JSC Belgrade was founded in 1980 and is headquartered in Belgrade. It offers a comprehensive range of
banking services. It operates a network of 28 branches and business units and it employed 463 members of staff on
30/09/2010.

The banking market in Serbia can be characterised as a developing market, with foreseeably high growth rates and
prospects, while also exhibiting the typical constraints of developing markets.


Romania
The expansion of the Group into Romania occurred as the result of the triple merger between the Laiki Bank, Marfin
Investment Group Holdings S.A. (formerly Marfin Financial Group) and Egnatia Bank S.A., following the incorporation
of Egnatia Bank (Romania) S.A. and Egnatia Leasing Romania S.A. into the Group.

Egnatia Bank (Romania) S.A. (which was renamed Marfin Bank (Romania) S.A. in May 2008) is a commercial bank
licensed to provide the full spectrum of banking services envisioned under the operational framework of commercial
banks in Romania. In regard to Egnatia Leasing Romania S.A., its primary activity is the provision of financial leasing
services to private individuals and businesses. Marfin Bank (Romania) S.A. currently operates a network of 27 branches
and it employed 363 members of staff on 30/09/2010.


Ukraine
The Group began its expansion in 2007, with the acquisition of 99.21% of the share capital of Marine Transport Bank
MTB in the Ukraine for £CY 58.9 million. The acquisition was completed on 18/09/2007, after receiving the legally
mandated authorisations of the competent authorities of Cyprus and the Ukraine.

MTB is a banking S.A. company (societe anonyme) operating in accordance with the laws of the Ukraine. It offers
universal banking services (universal bank), as it holds licenses for performing all banking operations.

Simultaneously with the acquisition of MTB, the Group went ahead with the acquisition of three affiliated companies
of MTB in the financial leasing sector. Specifically, it acquired 100% of the share capital of Investment Lease Company
Renta, 91% of the share capital of Premier Capital and 81.24% of the share capital of Sintez Autoservice.

ΜΤΒ currently operates a network of 62 branches, and on 30/09/2010 employed 1,116 members of staff. It is
headquartered in Odessa.


Estonia
The Group continued its expansion into 2007, with the acquisition of 50.12% of the share capital of AS SBM Pank
in Estonia. The acquisition was completed on 28/09/2007, after receiving the legally mandated authorisations of the
competent authorities of Cyprus and Estonia.

AS SBM Pank was acquired by MIG on a purely commercial basis, in the context of the dilution of the Company’s
shareholding in MIG’s share capital and the transfer of the financial operations of the Group to Marfin Popular Bank for
£CY 3.7 million. AS SBM Pank operates a network of 4 branches and offers the full spectrum of banking services and

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products to its clients. AS SBM Pank was renamed Marfin Pank Eesti AS, effective as of 14/05/2008. As at 30/09/2010,
AS SBM Pank employed 47 members of staff.


Malta
2007 saw the further expansion of the Group into Malta, with the acquisition of roughly 43% of the share capital of
Lombard Bank Malta Plc (‘LBM’). LBM is the third largest bank in Malta, operating under the supervision of the Central
Bank of Malta and listed on the local stock exchange.

On 16/10/2007, the Group announced that it had reached an agreement with the primary shareholders of LBM, BSI SA
Lugano and other international investors, regarding the acquisition of the above shareholding for €48.3 million. LBM,
which was founded in 1969 and is headquartered in Valetta, offers a comprehensive range of banking services and
operates a network spanning 7 branches. It employed 156 members of staff on 30/09/2010.

The acquisition of the LBM participation is part of MPB’s strategic decision to expand its activities in the provision of
high end banking services to worldwide enterprises. In the last few years, Malta has evolved into an investment hub
for international corporations. The relevant approval by supervising authorities of Cyprus and Malta was obtained in
February 2008, as a result of the conclusion of the said transaction.


Russia
On 20/12/2007, the Group announced the acquisition of a controlling interest in Russian bank ‘OOO Rossiysky
Promyishlenny Bank’ (‘Rosprombank’). Rosprombank is a Russian bank displaying a markedly fast growth rate in Russia,
with significant presence in the sector of small and medium sized enterprises financing. Rosprombank operates a
network of 26 branches spanning all major cities in the country, including Moscow, St. Petersburg and surrounding
areas. It employed 554 members of staff on 30/09/2010.

The acquisition of Rosprombank was performed through the purchase of a 50.04% stake in the share capital of ‘OAO
RPB-Holding’, which owned the Russian bank, for €85 million. This agreement was concluded on 04/09/2008.


Representative Offices
Until 29/02/2008, the Group operated five Representative Offices in four countries: U.S.A. (New York), Canada (Toronto
and Montreal), South Africa (Johannesburg) and Russia (Moscow).

The Representative Offices provided information and access to the full spectrum of products and services offered by
the Group. In particular, the Representative Offices in the U.S.A., Canada and South Africa focused on the provision of
information to Greeks and Cypriots of the Diaspora residing in those countries, with marked success.

The operation of the Representative Offices, both in New York, the most important financial centre worldwide, as well
as in Toronto and Montreal in Canada, provided opportunities to the Group to synergistically promote its services to
companies in North America interested in expanding their business or seeking opportunities to invest in Cyprus and
Greece or in Cypriot and Greek companies interested in furthering their interests in North America.

In the context of focusing on the international expansion of the Group in the region of South-East Europe, on 30/11/2007
the Bank’s Board of Directors decided to suspend the operation of all Representative Offices, with the exception


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of the Representative Office in Moscow, with the last day of operation being the 29/02/2008. On 30/09/2010, the
Representative Office in Moscow employed 7 members of staff.

The Representative Office in Moscow makes a positive contribution to the relations of MPB with major companies from
countries of Eastern Europe operating in Cyprus as part of their international operations or interested in expanding
their operations and international business into Cyprus and Greece.

Access to Other Markets
The Bank has developed an extensive network of satellite banks and has concluded special agreements with selected
banks worldwide. Through its collaborations, the Bank ensures its clientele access to a large number of foreign markets
and achieves attractive collaboration terms.


4.4 Analysis of Income and Loan Portfolio
The Group operates in six main business sectors worldwide:

• Business and investment banking, which includes all commercial and investment banking operations from corporate
  clients,
• Retail banking, which includes all commercial banking operations from retail clients,
• Asset management, which includes all operations from affluent clients (banking operations and asset management),
• International businesses, which includes all operations offered to international businesses,
• Treasury and market management, which includes all activities from treasury and market management,
• Participations, investments and other sectors, which includes various participations and investments for the Group and all
 other operations that do not fall within any of the other sectors, none of which forms a separately mentioned sector.


4.4.1 Income Analysis by Business Sector
The following table displays an analysis of total income by business sector for the years 2007 and 2008 on a consolidated
basis.

                                          ADJUSTED                    ADJUSTED
                                                                                                    AUDITED
                                           AUDITED                     AUDITED
BUSINESS SECTOR                                              %                           %         31/12/2007         %
                                          31/12/2008                  31/12/2007
                                                                                                     € ‘000
                                            € ‘000                      € ‘000
Banking services                           2,308,850       95%         1,990,049       90%          1,997,996       83%
Insurance services                                  -          -                -          -          192,129        8%
Financial and other services                 223,920        9%           331,241       15%            333,768       14%
Consolidation adjustments                  (110,928)       (4%)         (116,461)      (5%)          (123,713)      (5%)
TOTAL INCOME                               2,421,842      100%         2,204,829      100%          2,400,180      100%


From year 2008 onwards the figures are presented diversified due to the change in the method of presentation. The
following table displays an analysis of income from operations by business sector for the years 2008 and 2009 on a
consolidated basis.




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                                                                                                  ADJUSTED
                                                                      AUDITED
                                                                                                   AUDITED
BUSINESS SECTOR                                                      31/12/2009
                                                                                        %         31/12/2008         %
                                                                       € ‘000
                                                                                                    € ‘000
Large businesses and investment banking                                 342,780       32%           381,335        35%
Retail banking                                                          345,916       32%           420,081        39%
Asset management                                                         57,006        5%           123,851        11%
International businesses                                                 99,562        9%           189,873        18%
Treasury operations                                                     219,062       21%              9,322        1%
Participations, investments and other sectors                            22,794        2%             52,411        5%
Consolidation adjustments                                               (12,267)      (1%)          (91,587)       (9%)
INCOME FROM OPERATIONS                                                1,074,853      100%          1,085,286      100%




4.4.2 Analysis of Income by Geographical Sector
In the following table displays an analysis of comprehensive income by geographical sector for the years 2007 and
2008.

                                                ADJUSTED              ADJUSTED
                                                                                                   AUDITED
                                                 AUDITED               AUDITED
GEOGRAPHICAL SECTOR                                                                               31/12/2007
                                                31/12/2008    %       31/12/2007        %                            %
                                                                                                    € ‘000
                                                  € ‘000                € ‘000
Cyprus                                            988,505    41%       1,005,314       46%         1,192,705        50%
Greece                                          1,061,208    44%        993,260        45%         1,001,220        42%
Other countries                                   372,129    15%        206,255          9%          206,255         8%
TOTAL INCOME                                    2,421,842    100%      2,204,829      100%         2,400,180       100%

From year 2008 onwards the figures are presented diversified due to the change in the method of presentation. The following
table displays an analysis of comprehensive income for the Group by geographical sector for the years 2008 and 2009.

                                                                                                  ADJUSTED
                                                                      AUDITED
                                                                                                   AUDITED
GEOGRAPHICAL SECTOR                                                  31/12/2009
                                                                                        %         31/12/2008         %
                                                                       € ‘000
                                                                                                    € ‘000
Cyprus                                                                 459,988         43%          500,579         46%
Greece                                                                 438,725         41%          404,721         37%
Other countries                                                        176,140         16%          179,986         17%
INCOME FROM OPERATIONS                                                1,074,853       100%         1,085,286       100%




4.4.3 Analysis of Loan Portfolio by Financial Activity Sector
The following table displays the analysis of loan portfolio for the Group by financial activity sector for the years 2007,
2008 and 2009.
                                                 AUDITED               AUDITED                     AUDITED
FINANCIAL ACTIVITY SECTOR                       31/12/2009            31/12/2008                  31/12/2007
                                                              %                         %                            %
                                                  € ‘000                € ‘000                      € ‘000
Trade                                           3,303,123     13%      2,988,865       13%         2,045,129        12%
Industry                                        1,230,601     5%       1,136,746         5%          898,215         5%




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                                         AUDITED                     AUDITED                     AUDITED
FINANCIAL ACTIVITY SECTOR               31/12/2009                  31/12/2008                  31/12/2007
                                                           %                           %                           %
                                          € ‘000                      € ‘000                      € ‘000
Tourism                                  1,066,367         4%          943,781         4%          808,705         5%
Property and construction                4,480,627        18%        3,946,880        17%        2,403,206        14%
Personal, professional and home loans    9,962,856        40%        8,832,882        38%        7,286,346        41%
Other sectors                            5,850,218        23%        6,302,934        26%        4,845,903        27%
                                        25,893,792       103%       24,152,088       103%       18,287,504       104%

Provision for impairment of advances      (811,629)       (3%)        (724,862)       (3%)        (672,396)       (4%)

TOTAL LOANS                             25,082,163       100%       23,427,226       100%       17,615,108       100%



4.4.4 Analysis of Loan Portfolio by Geographical Sector
The following table displays the analysis of loan portfolio for the Group by geographical sector for the years 2007, 2008
and 2009.

                                         AUDITED                     AUDITED                     AUDITED
GEOGRAPHICAL SECTOR                     31/12/2009         %        31/12/2008                  31/12/2007
                                                                                       %                           %
                                          € ‘000                      € ‘000                      € ‘000
Cyprus                                   9,223,891        37%        8,552,258        37%        6,746,881        38%
Greece                                  10,831,288        43%        9,836,975        42%        8,131,714        46%
Other countries                          5,838,613        23%        5,762,855        24%        3,408,909        20%
                                        25,893,792       103%       24,152,088       103%       18,287,504       104%

Provision for impairment of advances      (811,629)       (3%)        (724,862)       (3%)        (672,396)       (4%)

TOTAL LOANS                             25,082,163       100%       23,427,226       100%       17,615,108       100%



4.5 Group’s Organisational Structure
4.5.1 Group’s Organisational Chart
The Group’s organisational chart with the most important subsidiaries as of the date of this Prospectus is presented
below. It is noted that the organisational chart does not include associates.




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                             MARFIN POPULAR BANK PUBLIC CO LTD
                     ABROAD                                                          CYPRUS
                                           100.00%              63.30%
              Laiki Bank (Australia) Ltd                                       Marfin CLR Public Co Ltd


                                           100.00%
              Laiki Bank (Guernsey) Ltd


                                           99.00%               100.00%
            Marfin Bank JSC Belgrade                                               Laiki Factors Ltd




                                           96.00%               100.00%
          Investment Bank of Greece S.A.                                  Paneuropean Insurance Company Ltd
4.40%
          Marfin Global Asset Management 94.50%
                 Mutual Funds S.A.

100.00%                                                         100.00%
                IBG Investments S.A.                                         Filiki Insurance Company Ltd

                                           99.00%
            Marfin Bank (Romania) S.A.
                                                                100.00%             Cyprialife Ltd
                                           100.00%
                Marfin Leasing S.A.


                   Marfin Factors          100.00%
                 & Forfaiters AEPEA

                                           70.00%
            Marfin Capital Partners Ltd




                Marfin Pank Eesti AS       63.00%

                                           48.80%
              Lombard Bank Malta Plc

            Public Joint-Stock Company     100.00%
                    Marfin Bank

          Closed Joint-Stock Company RPB   50.00%
                      Holding

                Rossisysky Promishlenny Bank Company Ltd
    100.00%




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4.5.2 Subsidiaries
The following table displays Group’s major subsidiaries for the three-year period 2007-2009, as well as for the nine
month period ending on 30/09/2010.

                                                                                           ISSUED
COMPANY NAME                     ACTUAL PARTICIPATION PERCENTAGE            COUNTRY         SHARE        BUSINESS SECTOR
                                                                                           CAPITAL
                                 30/09/2010     2009     2008      2007                   30/09/2010
                                                                                            € ‘000
Investment Bank
                                    96%         93%       89%      88%        Greece       110,427       Investment banking
of Greece S.A.
Marfin Global Asset                                                                                        Mutual funds and
Management Mutual Funds             99%         99%       96%      94%        Greece         4,572          private portfolio
Management S.A.                                                                                                management

                                                                                                                     Portfolio
                                                                                                                management,
Marfin CLR Public Co Ltd 2          54%         54%       71%      70%        Cyprus        97,142
                                                                                                              investment and
                                                                                                           brokerage services
Laiki Bank (Australia) Ltd         100%        100%     100%      100%      Australia       49,975           Banking services
Marfin Bank JSC Belgrade            99%         99%       98%      97%         Serbia       44,801           Banking services
Marfin Bank (Romania) S.A.          99%         99%       96%      94%       Romania        40,306           Banking services
Public Joint-Stock Company
                                   100%        100%     100%       99%        Ukraine       30,985           Banking services
Marfin Bank
Rossiysky Promyishlenny Bank
                                    50%         50%       50%          -       Russia       25,243           Banking services
Company Ltd
Marfin Pank Eesti AS                63%         53%       53%      50%        Estonia       12,814           Banking services
Lombard Bank Malta Plc            48.8%       44.9%       43%          -        Malta        8,903           Banking services
Laiki Bank (Guernsey) Ltd          100%        100%     100%      100%      Guernsey         2,252           Banking services
Marfin Leasing S.A.                100%        100%       97%      95%        Greece         69,44                    Leasing
Marfin Factors & Forfaiters                                                                               Factoring, advance
                                   100%        100%       97%      95%        Greece         10,87
AEPEA                                                                                                    payment of invoices
                                                                                                          Factoring, advance
Laiki Factors Ltd                  100%        100%     100%      100%        Cyprus           855
                                                                                                         payment of invoices
Closed Joint-Stock Company
                                    50%         50%       50%          -       Russia       23,173       Investment company
RPB Holding
Paneuropean Insurance
                                   100%        100%     100%      100%        Cyprus        14,025       Investment company
Company Ltd
Filiki Insurance Company Ltd       100%        100%     100%      100%        Cyprus            9,8      Investment company
Cyprialife Ltd                     100%        100%     100%      100%        Cyprus           8,55      Investment company
                                                                                British
IBG Investments S.A.                96%         93%       89%      88%          Virgin       2,239        Investment services
                                                                               Islands
                                                                              United                             Investment
Marfin Capital Partners Ltd         70%         70%       68%      67%                         810
                                                                            Kingdom                             management
                                                                              United                         Special-purpose
Synergatis Plc                          -           -        -         -                             -
                                                                            Kingdom                                 company

1. The actual participation percentage includes the direct participation of Marfin Popular Bank Public Co Ltd and the indirect
   participation through its subsidiaries.
2. On 30.11.2010, the Bank’s participation in the share capital of Marfin CLR (Financial Services) Ltd has increased to 63.3%.




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In relation to MEB, and in accordance with the terms of the Joint Cross-Border Merger Plan, as of 01/07/2009 and until
the completion of the merger between the merging companies, the operations of MEB are considered for accounting
purposes as being made on behalf of the Bank. Regarding the financial results of MEB, which will result as from that
date and until the date of effect of the merger will be considered as results of the Bank and the related amounts are
transferred to one or more consolidating entries in its books of accounts.




4.6 Financial Information
4.6.1 Condensed Financial Data
The Group prepares annual consolidated financial statements based on the International Financial Reporting Standards
(“IFRS”), which have been published as provided for by the Cypriot legislation. For the years 2007, 2008 and 2009,
the consolidated financial statements have been co-audited by PricewaterhouseCoopers Limited, Nicosia, and Grant
Thornton (Cyprus) Limited, Nicosia.

It should be noted that the accounting standards, which are required by the Securities and Cyprus Stock Exchange Laws
and Regulations, are the IFRS as adopted by the European Union, and are in line with the requirements of the Cyprus
Companies Law, Chap. 113.

The aforementioned consolidated financial statements, as well as the condensed interim unaudited statements for the
nine-month period ended on 30/09/2010, are incorporated in the Prospectus by reference, pursuant to the provisions
of article 28 of Regulation 809/2004 of the European Commission. The financial statements will be available for
inspection during usual working days, between 8:30 a.m. and 13:30 p.m., at the Bank’s registered office during the
period that the Prospectus shall be valid, as well as at the Group’s website (www.laiki.com).

The following selected condensed financial information for the years 2007, 2008 and 2009, should be read in conjunction
with the complete annual audited consolidated financial statements for the reporting years. The Group’s auditors have
not expressed any reservations or opinion denial in their reports for the reporting years. Moreover, the selected condensed
financial information for the nine-month period ended on 30/09/2010, should be read in conjunction with the complete
condensed interim unaudited consolidated financial statements for the reporting period.


4.6.1.1 Condensed Financial Data for the Years 2007, 2008 and 2009
The following condensed data for the years 2007, 2008 and 2009 are based on the annual audited consolidated
financial statements of the Group for the said years, which have been prepared in accordance with the IFRS and have
been published as provided by the Cypriot legislation.

It is noted that the audited financial reports for the year 2007 have been prepared and published in Cypriot pounds.
The amounts in euro for 2007 arose by the conversion of the amounts in Cypriot pounds based on the Cypriot pound
– Euro currency exchange rate of €1=£0.585274.

Wherever it is needed, the comparative figures for 2007 have been adjusted to conform to changes in presentation for
the year 2008. The consolidated balance sheet on 31/12/2007 has been adjusted in order to reflect the adjustments
made in the preliminary accounting in relation to the preliminary results from the purchase price allocation of MTB.
The consolidated income statement for the year ended on 31/12/2007 has been adjusted in order to reflect the
classification of the insurance services of the Group as discontinued activities.

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In September 2008, the Bank completed the fair valuation and purchase price allocation for the acquisition of
ΜΤΒ. Based on adjustments to the preliminary accounting adopted in the consolidated financial statements for
the year ended 31/12/2007, the Group recognised in 2009, with a restatement of comparative figures, €17.5
million intangible assets, which relate to the estimated fair value for core deposits and customer relationships.
The results were charged with amortisation of the intangible assets recognised amounting to €1.8 million. A
deferred tax liability of €4.4 million in relation to the aforementioned intangible assets has also been recognised.
The non-controlling interests have also been adjusted in relation with their share in the intangible assets being
recognised.

Moreover, the consolidated balance sheet as at 31/12/2008 has been adjusted in order to reflect the adjustments in the
preliminary accounting in relation to the preliminary results from the purchase price allocation of Lombard Bank Malta
Plc and of Rossiysky Promyishlenny Bank Company Ltd (Rosprombank).

In March 2009, the Bank completed the fair valuation and purchase price allocation for the acquisition of Lombard
Bank Malta Plc. Based on adjustments to the preliminary accounting adopted in the consolidated financial
statements for the year ended 31/12/2008, the Group recognised in 2009, with a restatement of comparative
figures, €10.5 million intangible assets, which relate to the estimated fair value for core deposits and customer
relationships. The results were charged with amortisation of the intangible assets recognised amounting to
€745,000. A deferred tax liability of €3.7 million in relation to the aforementioned intangible assets has also been
recognised. The non-controlling interests have also been adjusted in relation with their share in the intangible
assets being recognised.

In September 2009, the Bank completed the fair valuation and purchase price allocation for the acquisition
of Rosprombank. Based on adjustments to the preliminary accounting adopted in the consolidated financial
statements for the year ended 31/12/2008, the Group recognised in 2009, with a restatement of comparative
figures, €10.6 million intangible assets, which relate to the estimated fair value for core deposits and customer
relationships. The results were charged with amortisation of the intangible assets recognised amounting to
€764,000. A deferred tax liability of €2.1 million in relation to the aforementioned intangible assets has also been
recognised. The non-controlling interests have also been adjusted in relation with their share in the intangible
assets being recognised.




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                                               CONSOLIDATED INCOME STATEMENT

                                                                                      ADJUSTED
                                                     AUDITED             AUDITED                    AUDITED       AUDITED
                                                                                       AUDITED
                                                    31/12/2009          31/12/2008                 31/12/2007    31/12/2007
                                                                                      31/12/2007
                                                      € ‘000               € ‘000       € ‘000       € ‘000        £ ‘000
Interest income                                     1,573,434            2,028,151    1,629,040    1,634,147       956,424
Interest expense                                     (937,646)          (1,283,747)    (964,268)    (964,854)     (564,704)

Net interest income                                   635,788              744,404      664,772      669,293       391,720
Fee and commission income                             269,589              339,548      373,600      377,187       220,758
Fee and commission expense                            (41,676)             (52,809)     (64,708)     (67,269)      (39,371)
Net fee and commission income                         227,913              286,739      308,892      309,918       181,387
Profit/(loss) on disposal and revaluation of
                                                      132,655              (67,696)     147,679      160,084        93,693
securities
Foreign exchange income                                37,327               64,964       31,488       31,488        18,429
Other income                                           41,170               56,875       23,022       71,397        41,787

Operating income                                    1,074,853            1,085,286    1,175,853    1,242,180       727,016
Staff costs                                          (368,749)           (349,749)     (325,221)    (339,122)     (198,479)
Depreciation, amortisation and impairment             (57,222)             (50,519)     (45,354)     (46,026)      (26,938)
Operating expenses                                   (198,532)           (190,957)     (160,583)    (166,319)      (97,342)

Profit before provision                               450,350              494,061      644,695      690,713       404,257
for impairment of advances
Provision for impairment of advances                 (250,567)           (129,414)      (97,938)     (97,911)      (57,305)

Profit before share of profit from associates         199,783              364,647      546,757      592,802       346,952
Share of profit from associates                        18,014                2,528        2,946        2,946         1,724

Profit before tax                                     217,797              367,175      549,703      595,748       348,676
Tax                                                   (47,418)             (56,024)     (84,481)     (88,802)      (51,973)

Profit after tax from continuing operations           170,379              311,151      465,222      506,946       296,703
Profit after tax from discontinued operations                  -            92,194      127,911       86,187        50,443

Profit for the year                                   170,379              403,345      593,133      593,133       347,146

Attributable to:
Owners of the Bank                                    173,872              394,563      563,338      563,338       329,708
Non-controlling interests                              (3,493)               8,782       29,795       29,795        17,438
                                                      170,379              403,345      593,133      593,133       347,146

Earnings per share – for profit
attributable to the owners of the Bank
Earnings per share – cent                                20.8                 48.3         72.1         72.1          42.2
Earnings per share – for profit after tax
from continuing operations attributable
to the owners of the Bank
Earnings per share – cent                                20.8                 37.1         57.7         63.0          36.9




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                               CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                           AUDITED                       AUDITED
                                                          31/12/2009                    31/12/2008
                                                    € ‘000         € ‘000         € ‘000         £ ‘000
Profit for the year                                                170,379                       403,345
Exchange differences arising in the year                           (12,997)                      (68,388)
Revaluation and transfer to results
on disposal and impairment of                       120,008                      (203,715)
available-for-sale financial assets
Amortisation of loss on available-for-sale
                                                      4,602                         3,302
financial assets reclassified

Net gains/(losses) on
                                                                   124,610                      (200,413)
available-for-sale financial assets

Revaluation of property                                                   314                          (92)
Cash flow hedges                                                          349                             -
Share of other comprehensive income
                                                                          596                             -
of associates

Income tax relating to components
                                                                   (18,139)                          26,978
of other comprehensive income

Other comprehensive income/(loss)
                                                                       94,733                   (241,915)
for the year, net of tax

Total comprehensive income for the year                            265,112                       161,430
Total comprehensive income attributable to:
Owners of the Bank

Total comprehensive income
                                                    267,518                        69,994
for the year from continuing operations

Total comprehensive income
                                                             -                     90,961
for the year from discontinued operations

                                                                   267,518                       160,955
Non-controlling interests
Total comprehensive income
                                                     (2,406)                          360
for the year from continuing operations

Total comprehensive income
                                                             -                        115
for the year from discontinued operations

                                                                       (2,406)                         475
                                                                   265,112                       161,430




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                                          CONSOLIDATED BALANCE SHEET

                                                                 ADJUSTED       ADJUSTED
                                              AUDITED                                           AUDITED         AUDITED
                                                                  AUDITED        AUDITED
                                             31/12/2009                                        31/12/2007      31/12/2007
                                                                 31/12/2008     31/12/2007
                                               € ‘000              € ‘000         € ‘000         € ‘000          £ ‘000
Assets
Cash and balances with Central Banks          1,964,834           1,839,670      1,347,119      1,347,119        788,434
Due from other banks                          3,447,128           4,354,181      4,978,224      4,978,224      2,913,625
Financial assets at fair value through
                                               238,435             356,919        716,080        716,080         419,103
profit or loss
Advances to customers                        25,082,163          23,427,226     17,615,108     17,615,108     10,309,665
Debt securities lending                       3,395,068            938,295                 -              -               -
Reinsurance assets                                      -                   -      27,883         27,883          16,319
Available-for-sale financial assets           3,564,893           3,606,173      2,737,456      2,737,456      1,602,162
Held-to-maturity financial assets             1,381,330           1,164,036       375,789        375,789         219,939
Other assets                                   511,898             496,138        391,419        391,419         229,088
Current income tax assets                       38,662              39,006         23,785         23,785          13,920
Deferred tax asset                              91,958              85,375         36,263         36,263          21,224
Investments in associates                      113,071              99,473         14,798         14,798           8,661
Intangible assets                             1,646,842           1,642,983      1,649,021      1,641,565        960,765
Investment property                             57,626              42,819         57,868         57,868          33,869
Property and equipment                         294,455             274,858        286,760        286,760         167,833
Total assets                                 41,828,363          38,367,152     30,257,573     30,250,117     17,704,607

Liabilities
Due to other banks                           10,470,876           6,863,205      2,709,374      2,709,374      1,585,726
Customer deposits                            23,885,776          24,828,269     20,694,917     20,694,917     12,112,197
Senior debt                                   1,398,502           1,079,042       973,014        973,014         569,480
Loan capital                                  1,050,501            725,907        604,049        604,049         353,534
Insurance contract liabilities                          -                   -     557,892        557,892         326,519
Other liabilities                              840,858             900,089        829,480        826,500         483,729
Current income tax liabilities                  33,707              45,626         57,993         57,993          33,942
Deferred tax liabilities                       133,881             126,721        128,809        124,427          72,824
Retirement benefit obligations                 255,019             228,717        219,827        219,827         128,659
Total liabilities                            38,069,120          34,797,576     26,775,355     26,767,993     15,666,610

Share capital and reserves attributable
to the owners of the Bank
Share capital                                  720,930             705,607        680,613        680,613         398,345
Share premium                                 2,179,146           2,144,141      2,017,708      2,017,708      1,180,912
Reserves                                       735,846             580,073        691,274        691,274         404,585
                                              3,635,922           3,429,821      3,389,595      3,389,595      1,983,842
Non-controlling interests                      123,321             139,755         92,623         92,529          54,155
Total equity                                  3,759,243           3,569,576      3,482,218      3,482,124      2,037,997

Total equity and liabilities                 41,828,363          38,367,152     30,257,573     30,250,117     17,704,607




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4 INFORMATION ON THE ISSUING COMPANY
                                         CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                    FOR THE YEARS ENDED 31/12/2007, 31/12/2008 AND 31/12/2009

                                                         ATTRIBUTABLE TO THE OWNERS OF THE BANK
                                                                                   FAIR VALUE,           NON-
                                                    SHARE     SHARE                 CURRENCY
                                                                         TREASURY TRANSLATION REVENUE CONTROLLING            TOTAL
                                                   CAPITAL   PREMIUM      SHARES                       INTERESTS             € ‘000
                                                    € ‘000     € ‘000      € ‘000  AND OTHER RESERVES
                                                                                               € ‘000    € ‘000
                                                                                    RESERVES
                                                                                      € ‘000
Balance 01/01/2007                                 675,169   1,901,767    (181,038)     78,457     401,175    161,863       3,037,393
Revaluation and transfer to results on
disposal and impairment of available-for-                -           -            -   (168,910)           -    (3,074)      (171,984)
sale financial assets after tax
Revaluation of property after tax                        -           -            -     29,682            -       (12)        29,670

Defence tax on deemed distribution                       -           -            -           ,       (157)       (97)          (254)

Exchange differences arising in the year                 -           -            -     19,609            -     1,253         20,862
Transfer from fair value reserves to revenue
                                                         -           -            -       (598)        598           -                -
reserves
Transfer of reserves due to disposal of
subsidiary to financial assets available-for-            -           -            -     (3,314)      3,314           -                -
sale due to reduced shareholding
Recognised equity profit                                 -           -            -   (123,531)      3,755     (1,930)      (121,706)

Profit for the year                                      -           -            -           ,    563,338     29,795        593,133

Total recognised profit for 2007                         -           -            -   (123,531)    567,093     27,865        471,427

Dividend                                                 -           -            -           -   (245,018)          -      (245,018)

Issuance of shares                                   5,444     27,271             -           -           -          -        32,715

Treasury shares offered                                  -     92,213      181,038            -           -          -       273,251

Increase of capital expenses                             -     (3,543)            -           -           -          -        (3,543)
Cost of share-based payments to
                                                         -           -            -           -      3,324         85          3,409
employees
Dividend paid by subsidiaries                            -           -            -           -           -    (7,279)        (7,279)

Decrease of subsidiary capital                           -           -            -           -           -   (17,641)       (17,641)
Effect of change in non-controlling
interests from changes in shareholdings in               -           -            -                  9,774    (42,065)       (32,291)
                                                                                              -
subsidiaries and other movements
Effect of disposal of subsidiary to financial
assets available-for-sale due to reduced                 -           -            -                       -   (30,205)       (30,205)
shareholding                                                                                  -
                                                     5,444    115,941      181,038            -   (231,920)   (97,105)       (26,602)
Balance 31/12/2007 -
                                                   680,613   2,017,708            -   (45,074)     736,348     92,623       3,482,218
01/01/2008
Revaluation and transfer to results on
disposal of available-for-sale financial
                                                                                      (168,920)                (4,573)      (173,493)
assets after tax and amortisation of loss on
available-for-sale financial assets reclassified
                                                         -           -            -                       -
Revaluation of property after tax                        -           -            -       (319)           -       285            (34)

Defence tax on deemed distribution                       -           -            -           -       (245)       (98)          (343)

Exchange differences arising in the year                 -           -            -    (64,369)           -    (4,019)       (68,388)
Transfer from fair value reserves to revenue
                                                         -           -            -       (190)        190           -                -
reserves
Transfer of reserves due to disposal of
                                                         -           -            -     (3,207)      3,207           -                -
subsidiary
Recognised equity profit                                 -           -            -   (237,005)      3,152     (8,405)      (242,258)

Profit for the year                                      -           -            -           -    394,563      8,782        403,345

Total recognised profit for 2008                         -           -            -   (237,005)    397,715        377        161,087

Dividend payment and re-investment                  28,420    126,717             -           -   (278,842)          -      (123,705)

Increase of capital expenses                             -       (284)            -           -           -          -          (284)


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                                                       ATTRIBUTABLE TO THE OWNERS OF THE BANK
                                                                                 FAIR VALUE,           NON-
                                              SHARE         SHARE                 CURRENCY
                                                                       TREASURY TRANSLATION REVENUE CONTROLLING                             TOTAL
                                             CAPITAL       PREMIUM      SHARES                       INTERESTS                              € ‘000
                                              € ‘000         € ‘000      € ‘000  AND OTHER RESERVES
                                                                                             € ‘000    € ‘000
                                                                                  RESERVES
                                                                                    € ‘000
Difference from the conversion
                                              (3,426)              -            -            3,426                -                 -                -
of the share capital in Euro
Cost of share-based payments to
                                                       -           -            -                 -           3,780              105          3,885
employees
Dividend paid by subsidiaries                          -           -            -                 -               -         (1,850)          (1,850)

Increase of capital by subsidiaries                    -           -            -                 -               -          1,013            1,013

Acquisition of subsidiaries                            -           -            -                 -               -         70,146           70,146
Effect of change in non-controlling
interests from changes in shareholdings in
                                                       -           -            -                 -           (275)        (22,659)         (22,934)
subsidiaries and other movements
                                              24,994        126,433             -            3,426       (275,337)          46,755          (73,729)
Balance 31/12/2008 -
                                             705,607       2,144,141            -         (278,653)       858,726          139,755         3,569,576
01/01/2009
Dividend payment and re-investment            10,409         17,144             -                 -      (124,519)                  -       (96,966)

Defence tax on deemed distribution                     -           -            -                 -           (284)           (238)            (522)

Increase of capital expenses                           -       (834)            -                 -               -                 -          (834)
Effect from the merger of Marfin Egnatia
Bank S.A. with Marfin Popular Bank Public      4,914         18,695             -          (25,124)        32,592          (31,077)                  -
Co Ltd

Transfer from fair value reserves
                                                       -           -            -           (2,029)           2,029                 -                -
to revenue reserves

Cost of share-based payments to
                                                       -           -            -                 -           2,933                52         2,985
employees
Dividend paid by subsidiaries                          -           -            -                 -               -         (1,702)          (1,702)
Effect of change in non-controlling
interests from changes in shareholdings in             -           -            -                 -           2,657         18,937           21,594
subsidiaries and other movements
                                             720,930       2,179,146            -         (305,806)       774,134          125,727         3,494,131

Profit for the year                                    -           -            -                 -       173,872           (3,493)         170,379
Other comprehensive income
                                                       -           -            -           93,646                -          1,087           94,733
for the year, net of tax
Total comprehensive income for the year            -               -            -             93,646      173,872           (2,406)         265,112

Balance 31/12/2009                           720,930       2,179,146            -          (212,160)      948,006          123,321         3,759,243



Main Performance Indices
The following table displays the main performance indices of the Group for the years 2007, 2008 and 2009, as well as
for the period ended on 30/09/2010.
                                                                                               ADJUSTED               ADJUSTED
                                                           UNAUDITED          AUDITED                                                    AUDITED
                                                                                                AUDITED                AUDITED
                                                           30/09/2010        31/12/2009                                                 31/12/2007
                                                                                               31/12/2008             31/12/2008
Net Interest Margin (%)                                       1,84%            1,72%                  2,40%            2,84%*              2,85%
Loans/Deposits                                               105,0%           104,0%                  94,4%            85,0%*              85,0%
Provisions to Loans (basis points)                               101                100                  61                 63                63
Return on Tangible Equity (RoTE)                                4,8%             7,7%                 18,3%            22,2%*             28,80%
Return on Average Assets (RoA)                                0,26%            0,42%                  1,16%            1,65%*              2,14%
Cost/Income Ratio                                             62,7%            58,1%                  54,5%            50,3%*             44,40%

* as adjusted for non recurring income.


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4.6.1.2 Condensed Financial Data for the Nine Month Period Ended on 30/09/2010
The following financial data for the nine month period ended on 30/09/2010 is based on the condensed interim
unaudited consolidated financial statements of the Group for the reporting period, which have been prepared in
accordance to the International Accounting Standard 34 “Interim Financial Reporting”, as issued by the International
Accounting Standards Board (IASB) and adopted by the EU.

                              CONDENSED INTERIM CONSOLIDATED INCOME STATEMENT
                                 FOR THE NINE MONTH PERIOD ENDED 30/09/2010

                                                        NINE-MONTH PERIOD               NINE-MONTH PERIOD
                                                     THAT ENDED ON 30/09/2010         THAT ENDED ON 30.09.2009
                                                              € ‘000                           € ‘000
Net interest income                                            537,029                          455,925
Net fee and commission income                                  153,336                          164,541
Profit on disposal and revaluation of securities                34,501                          122,291
Foreign exchange income and other income                        51,058                           59,132
Operating income                                               775,924                          801,889

Staff costs                                                   (287,253)                       (271,086)
Depreciation charge                                            (41,433)                         (39,586)
Administrative expenses                                       (145,986)                       (132,238)
Profit before provision for impairment of advances             301,252                          358,979
Provision for impairment of advances                          (201,359)                       (183,882)
Profit before share of profit from associates                   99,893                          175,097
Share of profit from associates                                  9,881                           11,464
Profit before tax                                              109,774                          186,561
Tax                                                            (24,653)                         (41,815)
Profit for the period                                           85,121                          144,746

Attributable to:
Owners of the Bank                                              82,710                          143,918
Non-controlling interests                                        2,411                              828
                                                                85,121                          144,746

Earnings per share – for profit
attributable to the owners of the Bank
Earnings per share – cent                                           9.8                            17.2




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                 CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                             FOR THE NINE MONTH PERIOD ENDED 30/09/2010

                                                         NINE-MONTH PERIOD          NINE-MONTH PERIOD
                                                      THAT ENDED ON 30/09/2010   THAT ENDED ON 30/09/2009
                                                               € ‘000                     € ‘000
Profit for the period                                           85,121                   144,746
Other comprehensive income

Revaluation and transfer to results on disposal and
                                                             (109,832)                   143,919
impairment of available-for-sale financial assets

Deferred tax on revaluation of financial
                                                                14,458                   (23,565)
assets available-for-sale

                                                              (95,374)                   120,354
Amortisation of loss on available-for-sale
                                                                 6,342                      2,658
financial assets reclassified
Cash flow hedges, net of tax                                     (291)                          -
Share in fair value reserves from associates                     (323)                      (131)
Currency translation differences for the period                  4,538                   (18,720)
Other comprehensive (loss)/income
                                                              (85,108)                   104,161
for the period, net of tax

Total comprehensive income for the period                           13                   248,907

Total comprehensive income attributable to:
Owners of the Bank                                              (2,464)                  245,966
Non-controlling interests                                        2,477                      2,941
                                                                    13                   248,907




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                     CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                              FOR THE NINE MONTH PERIOD ENDED 30/09/2010

                                                             30/09/2010        31/12/2009
                                                               € ‘000            € ‘000
Assets
Cash and balances with Central Banks                           809,096          1,964,834
Due from other banks                                          4,408,498         3,447,128
Financial assets at fair value through profit or loss          294,625           238,435
Advances to customers                                        26,182,991        25,082,163
Debt securities lending                                       3,898,648         3,395,068
Available-for-sale assets                                     2,277,390         3,564,893

Held-to-maturity financial assets                             1,868,444         1,381,330

Other assets                                                   898,013           700,144
Investments in associates                                      122,622           113,071
Intangible assets                                             1,634,157         1,646,842
Property and equipment                                         286,067           294,455
Total assets                                                 42,680,551        41,828,363

Liabilities
Due to other banks                                           11,032,756        10,470,876
Customer deposits                                            24,889,744        23,885,776
Senior debt                                                    519,806          1,398,502
Loan capital                                                  1,264,143         1,050,501
Other liabilities                                             1,280,164         1,263,465
Total liabilities                                            38,986,613        38,069,120

Share capital and reserves attributable
to the owners of the Bank
Share capital                                                  729,543           720,930
Share premium                                                 2,183,304         2,179,146
Reserves                                                       668,421           735,846
                                                              3,581,268         3,635,922
Non-controlling interests                                      112,670           123,321

Total equity                                                  3,693,938         3,759,243

Total equity and liabilities                                 42,680,551        41,828,363




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                        CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                 FOR THE NINE MONTH PERIOD ENDED 30/09/2010

                                                ATTRIBUTABLE TO THE OWNERS OF THE BANK                    NON-
                                                                                                       CONTROLLING      TOTAL
                                                 SHARE       PREMIUM        OTHER        REVENUE        INTERESTS
                                                CAPITAL      RESERVE       RESERVES      RESERVES
                                                € ‘000        € ‘000        € ‘000        € ‘000          € ‘000         € ‘000
Nine month period ended
on 30/09/2010
Balance 01/01/2010                              720,930      2,179,146     (212,160)      948,006         123,321       3,759,243
Dividend payment                                         -             -             -    (67,390)                  -    (67,390)
Dividend re-investment                            8,613         4,965                -             -                -     13,578
Defence tax on deemed distribution                       -             -             -         85                  71        156
Cost of share-based payments
                                                         -             -             -      1,858                  15      1,873
to employees
Increase of capital expenses                             -       (807)               -             -                -       (807)
Transfer from fair value reserves
                                                         -             -       (810)          810                   -             -
to revenue reserves
Dividend paid by subsidiaries                            -             -             -             -        (1,735)       (1,735)
Shares increase in existing subsidiaries                 -             -             -        563         (11,479)       (10,916)
Effect of change in non-controlling interests
from changes in shareholdings                            -             -             -        (77)                  -        (77)
in subsidiaries and other movements
                                                729,543      2,183,304     (212,970)      883,855         110,193       3,693,925
Profit for the period                                    -             -             -     82,710            2,411        85,121
Other comprehensive (loss)/income
                                                         -             -    (85,174)               -               66    (85,108)
for the period, net of tax
Total comprehensive (loss)/income
                                                         -             -    (85,174)       82,710            2,477            13
for the period


Balance 30/09/2010                              729,543      2,183,304     (298,144)      966,565         112,670       3,693,938

Nine month period ended
on 30/09/2009
Balance 01/01/2009                              705,607      2,144,141     (278,653)      858,726         139,755       3,569,576
Dividend payment                                         -             -             -   (124,519)                  -   (124,519)
Dividend re-investment                           10,409        17,144                -             -                -     27,553
Increase of capital expenses                             -          (68)             -             -                -        (68)
Cost of share-based payments
                                                         -             -             -      2,183                  55      2,238
to employees
Dividend paid by subsidiaries                            -             -             -             -        (1,702)       (1,702)
Effect of change in non-controlling
interests from changes in shareholdings                  -             -             -      3,379           20,211        23,590
in subsidiaries and other movements
                                                716,016      2,161,217     (278,653)      739,769         158,319       3,496,668
Profit for the period                                    -             -             -    143,918              828       144,746
Other comprehensive income
                                                         -             -    102,048                -         2,113       104,161
for the period, net of tax
Total comprehensive income for the period                -             -    102,048       143,918            2,941       248,907
Balance 30/09/2009                              716,016      2,161,217     (176,605)      883,687         161,260       3,745,575



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4.6.2 Auditors
The Bank’s Auditors are PricewaterhouseCoopers Limited, Julia House, 3 Themistokli Dervi Street, 1066 Nicosia
(Association of Chartered Certified Accountants Certificate Number for Professional Practice (SELK) S048/012) and
Grant Thornton (Cyprus) Limited, Block C, Nimeli Court, 41-49 Agiou Nikolaou Street, Egomi, Nicosia (Association
of Chartered Certified Accountants Certificate Number for Professional Practice (SELK) S005/054), both houses
being appointed co-auditors for the Bank based on the decision made by the General Shareholders’ Meeting taken
place on 18/04/2007.

PricewaterhouseCoopers Limited are auditors for the Bank as of December 2002 through the decision of the Board
of Directors validated at the General Shareholders’ Meeting on 21/05/2003, having audited years 2002 - 2009.
PricewaterhouseCoopers Limited have replaced Deloitte & Touche, the then auditors of the Bank. The financial
statements for the years 2007, 2008 and 2009 have been jointly audited by both PricewaterhouseCoopers Limited and
Grant Thornton (Cyprus) Limited.




4.7 Analysis of Results and Recent Trends
The Group’s historical results and data on recent trends analysis is as follows.



4.7.1 Analysis of historical results
Analysis of Results for the year 2007
Operating income increased by 130.7% to €1,242.3 million on 31/12/2007, from €538.5 million during the same
period last year. The net interest income from interest recorded an increase by 86.4% to €669.4 million, primarily as a
result of the significant increase of figures both in Greece and Cyprus, and to a lesser extent due to recovery of interest
under suspension, as a result of the continuous efforts to improve the collection of delayed debts in Cyprus. The
Group’s financial and other income also improved, from the good performance of the capital markets and the Group’s
insurance operations, as well as from sales of shares in Hellenic Bank, Universal Life and the Bank of Cyprus (total profit
of €118 million).

The Group’s total operating expenses increase by 97.4%, in the year that ended on 31/12/2007, reaching €551.5
million. MEB’s expenses are now included in the Group’s results. Also the operating expenses have increased due to the
dynamic growth of the Group’s operations and the inclusion of depreciation expenses of intangible assets amounting
to €22.6 million that are linked to the Group acquisitions. The Group’s expenses to income index decreased to 44.4%
compared to 51.9% during the same period last year.

The Group’s provisions increased by 20.9% in 2007 and amounted to €97.9 million. This resulted from the significant
increase of the loan portfolio due to the addition of MEB to the Group, in Greece.

The share capital increase of MIG (former Marfin Financial Group) was completed on 12/07/2007 and it amounted to
€5.2 million, in which the Bank did not participate. As a result, the Bank’s percentage of shares in MIG’s share capital
decreased, and the investment was classified as a financial instrument available for sale. The Bank had signed a sale
and purchase agreement with Dubai Financial Group, according to which the latter would purchase 53,532,184 MIG
shares (6.45%) from the Bank at the price of €7 per share by 31/03/2008. It should be noted that the Bank announced
on 31/03/2008, the completion of the transaction.


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The operational and legal merger of activities of the three banks in Greece (Egnatia Bank S.A., Marfin Bank ATE and
Popular Bank (Greece) S.A.) was successfully completed on 30/06/2007 as originally planned.

Finally, it should be noted that the acquisition of 99.21% of the share capital of Marine Transport Bank in Ukraine was
completed. The Group’s results include the results of Marine Transport Bank for the quarter ending on 31/12/2007,
considering that the acquisition date was 18/09/2007.


Analysis of results for the year 2008
During 2008, the Group achieved a significant increase in figures in all the geographical sectors of its activities
(Cyprus, Greece and International Network) and positive financial results despite the negative economic
environment. The Group’s total assets on 31/12/2008 exceed €38 billion, recording an annual increase of 27%
compared to 31/12/2007, thus strengthening the Group’s leading position in the Cypriot Market and the fifth
position in the Greek Market.

Despite the adverse financial environment, which affected the results, the Group preserved its advantages, such
as its robust capital position, as well as an adequate level of liquidity, which is necessary in order to face future
challenges.

Both the Group’s total loans as well as deposits recorded an annual increase of 33% and 20% respectively,
as a result of the growing network of branches and the expansion of the client base. The Group’s liquidity is
at satisfactory levels with the loan to deposit ratio being at a very satisfactory, for Greek and European bank
standards, level of 94%.

The Group’s loans to countries outside Greece and Cyprus, reached €2.8 billion or 12% of total loans. 95% of the
Group’s total loans are to developed markets, while only 5% concerns loans to South-East European countries.

The Group’s loan portfolio is improving as a result of the investments made to upgrade credit risk management
and the continuous efforts to recover debts that are past due. The percent of non-performing loans over the
total Group loans decreased by 4.3% on 31/12/2008 compared to 4.8% on 31/12/2007. Also, the provisions for
coverage of non-performing loans with provisions reached 61% on 31/12/2008. At the same time the Group
maintained an annual provisions cost of 61 basis points over loans, while the respective cost for the 4th quarter
of 2008 was 99 basis points.

The Group’s net profits that are attributable to shareholders for 2008 amounted to €394.6 million and are reduced
by 30% compared to 2007 which amounted to €563.3 million. The difference is due to the extra income from sale of
shares in 2007. Profits for 2008 are slightly lower compared to the provisions, due to the deterioration, especially in
December, of the market conditions as well as due to the decision to increase provisions for the 4th quarter in order to
shield the Bank from future risks.

The net interest income from interest amounted to €744.4 million, recording an annual increase of 12% compared
to 31/12/2007. By adjusting for extra recoveries of interest from 2007, the annual increase in net interest income
from interest is 16%, which demonstrates the robust growth of loans and deposits, despite the prevailing adverse
factors. The adverse factors that affected the net interest income from interest include: the adjustment of the
base rate of Cyprus to the rate of the European Central Bank, that was set as a reference interest rate for pricing
loans that were converted from Cyprus Pounds to Euro on 01/01/2008 (pursuant to the circular of the Central
Bank of Cyprus), the decrease of US interest rate that decreased the income from deposits in Dollars, primarily

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from international banking operations in Cyprus, and finally the intense competition in deposits from banks in
Greece and Cyprus with limited liquidity.

Net income from fees and commissions were decreased by 7% compared to 2007, at €286.7 million due to
exceptional commissions that were collected through the public offering of MIG and the increased stock exchange
commissions during 2007. Bank income from fees and commissions increased by 22% annually, as a result of the
dynamic growth of international operations in Cyprus and from the expansion of the Group’s client base.

Total operating expenses reached €591.2 million, increased by 11% compared to 31/12/2007. Excluding the
expenses of the new subsidiaries that are consolidated, the increase in operating expenses is limited to 3%, as
a result of the effort to have constant control over operating costs. The operating expenses for 2008 included
the operating expenses from the consolidation of the Ukrainian bank MTB (consolidated as of the fourth quarter
of 2007), Lombard Bank Malta Plc (consolidated as of 01/03/2008) and the Russian company Rosprombank
(consolidated as of 01/09/2008).

In December 2008, the Bank completed its strategic cooperation with CNP Assurances when the Bank sold 50.1%
of its shares in the Group’s insurance branch. The Group realised a profit of €58.4 million. That profit along with the
profits earned by the Group’s insurance companies for 2008, amounted to €92.2 million and are presented in the
Consolidated Income Statement in the profits from discontinued operations.

It must be noted that the Bank maintains a strong ratio of Capital Adequacy of 10.1% with a Tier 1 capital ratio of
8.1%, without participating in the Greek Government’s bank support plan. It must be noted that these indexes are
presented after the deduction of the proposed dividend for 2008, in accordance with the directives of the Central Bank
of Cyprus.


Analysis of results for the year 2009
During 2009, the Group’s total assets exceeded €41.8 billion, recording an annual increase of 9% compared to
31/12/2008, despite the adverse market conditions. Despite the continuing adverse economical conditions in all
geographical regions that the Group is active in, the loan portfolio increased by 7% on an annual basis to €25.9 billion
as a result of the annual increase by 9% in loans in Cyprus, 7% in Greece and 4% in international markets. The housing
loans increased by 12% on an annual basis to €4.4 billion, and represent 17% of the total loan portfolio compared to
16% in 2008. On the contrary the consumer loans decreased by 1% on an annual basis and amounted to €3.9 billion
with their share of the total loan portfolio decreasing by 15% in 2009 compared to 17% in 2008. The total retail
bank loans increased by 5% to €8.3 billion. Business loans increased by 8% to €17.6 billion, representing 68% of the
total loan portfolio. The Group managed to increase its market share for loans in Greece to 5.4% by the end of 2009,
compared to 5.1% in 2008.

Deposits recorded a margin decrease by 4% on an annual basis and amounted to €23.9 billion, reflecting the Group’s
defensive policy in attracting deposits. Despite the marginal decrease in deposits by 4% in Cyprus and 7% in Greece
on an annual basis, the international operations increased by 20%, reflecting the success of effort made to improve
the loan to deposit ratio in other geographical regions. The loan to deposit ratio was 105% in December of 2009,
compared to 94% in December of 2008 and continues to be one of the most satisfactory ratios compared to other
banks. International banking deposits (IBB) decreased by 4% on an annual basis to €4.4 billion due to the euro’s
appreciation against the US dollar, during 2009, as well as because of adverse market conditions.



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Assets under management approached €8.6 billion in December of 2009 compared to €7.9 billion in December of
2008. The total private banking capitals increased by €200 million in Greece and Cyprus during 2009, and it reached
€4.2 billion.

The Group’s net profits attributable to shareholders for 2009 amounted to €173.9 million compared to €394.6 million
in 2008. Profits per share amounted to €0.208. The net interest income amounted to €635.8 million, reduced by
15% on an annual basis. The income from fees and commissions amounted to €227.9 million decreasing by 21%
on an annual basis, while financial and other income amounted to €211.2 million, significantly increased compared
to financial year 2008, due to the improvement in the bond markets. Therefore for financial year 2009 and despite
the adverse market conditions, the total income from operations amounted to 1,074.9 million, i.e. approximately at
the same levels as in 2008, proving the Groups ability to return to pre-crisis profitability levels. Finally, the operating
expenses increased by 6% to €624.5 million. The small increase in operating expenses resulted from the Group’s
restructuring plan that aims at increasing performance.

The net interest income from international operations increased by 18% on an annual basis and amounted to €117.3
million in 2009, due to the significant improvement in operations in Romania, Ukraine, Russia, the United Kingdom
and Malta. The net interest margin showed a clear improvement during the year and increased from 3.07% in the 1st
quarter of 2009, to 3.42% in the 4th quarter of 2009. The assets structure of the Group’s international operations
improved further, as reflected by the low loan to deposit ratio, which decreased from 144% in December 2008 to 123%
in December 2009.

The Group’s capital adequacy remains strong. On 31/12/2009, the Tier 1 capital ratio was 9.1% and the capital adequacy
index 11.5%, while the Core Tier 1 capitals contributed 85% to the Total Tier 1 capitals and 67% to the total regulatory
capitals. The Group regulatory capitals increased by 22% to €3 billion.


Analysis of results for the period ended on 30/09/2010
Profitability
The Group’s profits before provisions amounted to €301.2 million, of which 85% was generated from Greece and
Cyprus, whereas the remaining 15% was generated from other countries in which the Group operates.

The Group’s net profits for the nine-month period of 2010 amounted to €90.9 million not including the one-off
tax contribution amounting to €8.2 million that was paid during the 2nd quarter of 2010. The Group’s net profits
attributable to shareholders for the nine-month period of 2010 amounted to €82.7 million compared to €143.9 million
for the same period in 2009.

The net profits for the 3rd quarter of 2010, tripled on a quarterly basis and amounted to €30.1 million from €10.9
million during the 2nd quarter of 2010. The significant improvement is the result of higher net profits from interest, the
increase of income from fees and commissions, the improvement of financial and other income, as well as the decrease
of loaning cost (provisions to average loans).




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Income & Expenses
The net interest income increased by 18% on an annual basis to €537 million for the nine-month period of 2010. The
net interest income amounted to €181.9 million during the 3rd quarter of 2010, namely 2% higher on a quarterly
basis, achieving the highest quarterly level of the past two years and reflecting the positive effect of the re-pricing policy
for Group assets.

The net interest margin increased by 16 basis points on an annual basis from 1.68% the nine-month period of 2009 to
1.84% for the nine-month period of 2010, while it improved by 3 basis points to 1.83% in the third quarter of 2010
compared to 1.80% the second quarter of 2010.

The nine-month period of 2010, the income from commission increased by 4% on a quarterly basis, to €51 million,
mainly due to the increase of International Business Banking in Cyprus. On a nine-month basis, the income from fees
and commissions amounted to €153.3 million from €164.5 million during the nine-month period of 2009, due to the
reduced activity in the banking and capital management sectors.

Operating income from banking activities increased by 11% on an annual basis to €690.3 million in the nine-month
period of 2010, while it was 2% higher on a quarterly basis at €232.9 million during the third quarter of 2010.

The financial and other income amounted to €85.6 million during the nine-month period of 2010 compared to €181.5
million during the nine-month period of 2009, as a result of the adverse conditions in the bond markets, primarily
during the second quarter of 2010. During the third quarter of 2010, the financial and other income amounted to
€23.8 million compared to €19.1 million, displaying a 25% increase on a quarterly basis.

The total operating income amounted to €775.9 million during the nine-month period of 2010 from €801.9 million
during the nine-month period of 2009. For the third quarter of 2010 the total operating income amounted to €256.7
million, 4% higher on a quarterly basis.

For the nine-month period of 2010 the total operating expenses increased by 7% on an annual basis to €474.6 million.
The decelerating rate of increase of operating expenses, from 12% on an annual basis in June of 2009, to 8% on an
annual basis in June of 2010 and 7% on an annual basis in September of 2010, reflects the management’s particular
success in its effort to limit operating expenses. For the third quarter of 2010, the total operating expenses remained
fixed compared to the second quarter of 2010 at €161 million.

Net interest income in countries, other than Cyprus and Greece, during the reporting period amounted to €93.4
million, of which €43.4 million were generated from developing markets and €50 million from emerging markets.

Roughly 82% of the Group’s total operating income was generated from Greece and Cyprus, whereas the remaining
18% was generated from the other countries in which the Group operates.




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Loans & Deposits
The total assets amounted to €42.7 billion on 30/09/2010, 6% higher on an annual basis and almost unchanged on a
quarterly basis. Despite the fact that the Group’s total assets recorded a significant growth, both on an annual and a
quarterly basis by June of 2010, after that it remained at the same level considering it was affected by (a) the impact of
the US dollar depreciation against the euro during the 3rd quarter of 2010, on the Group’s shipping loans and deposits
in US dollars of the International Banking unit and (b) the conservative asset expansion policy.

During the nine-month period of 2010, the total loan portfolio (before provisions) achieved an 8% annual increase,
while the loans in the two primary markets, Greek and Cyprus, increased by 5% and 16% respectively. The geographical
distribution of the loan portfolio on 30/09/2010 was: 46% Greece, 38% Cyprus, 11% international operations and 5%
loans to shipping companies with international activity.

On a quarterly basis, the total loan portfolio (before provisions) remained unchanged, mainly due to the impact the US
dollar depreciation had on shipping loans in the third quarter of 2010.

On a consolidated level, the housing loans displayed a significant increase of 15% on an annual basis on September
of 2010 and 1% on a quarterly basis. During the same period, the business loans increased by 9%, while consumer
loans decreased by 4%, reflecting certain progress in the gradual customer deleveraging. The distribution of the loan
portfolio per product was 69% business loans and 31% loans to households (17% housing, 14% consumer), which
remained unchanged compared to the previous quarter.

The Group’s liquidity is one of the healthiest in the broad Greek banking sector. Group funding is based to a great
extent on deposits, while its dependence on the European Central Bank remains low and it has not received any
funding using state guarantees. Total deposits have been maintained at a high level during the past twelve months,
with inflows from Cyprus balancing the outflows from Greece. On an annual basis, the deposits increased by 1.4% and
constitute 66% of the Group’s funding, as the Group maintains one of the lowest loan to deposit ratios, 105%, both
in Greece as well as in the European banking sector.



Asset Quality
The flow of non-performing loans decreased significantly from €500 million the nine-month period of 2009 to €345
million the nine-month period of 2010, namely 31% lower on an annual basis. This improvement is also apparent on a
quarterly basis with the flow of non-performing loans decreasing to €98 million in the third quarter of 2010 compared
to €124 million in the second quarter of 2010. The aforementioned improvement arises from the improvement in the
asset quality in Cyprus and the Group’s international operations, mainly in the Ukraine and the United Kingdom.

The non-performing loan ratio reached 7.1% on September of 2010 from 6.6% on June of 2010, partially affected by
the steady level of the loan portfolio during the second quarter of 2010.

The provisions against credit risk amounted to €60.9 million in the third quarter, 12% lower compared to the second
quarter of 2010, due to the improvement in asset quality. In the nine-month period of 2010, the provisions against
credit risk increased by 10% of €201.4 million. The coverage ratio of non performing loans on 30/09/2010 had improved
by 20 basis points on a quarterly basis and by 70 basis points on an annual basis to 51.2%, fully in line with the Group’s
objective to create a surplus of provisions to cover non performing loans.




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The provision ratio as a percentage of the average loans, decreased to 89 basis points in the third quarter of 2010,
from 102 basis points in the second quarter of 2010, following in general the decreasing flow of non performing
loans.



Capital Base
The total supervisory capitals amounted €3.3 billion at the end of September 2010, increased by €304 million since the
end of December 2009. This increase reflects the Group’s profitability, despite the prevailing adverse market conditions
as well as the successful issuance of hybrid capitals in the second quarter of 2010.

The Group’s tier one capital ratio reached 10.2% by the end of September of 2010 from 9.7% at the end of September
of 2009 and 9.8% at the end of June of 2010. The capital adequacy ratio improved significantly during the third quarter
of 2010 to 11.8%, compared to 11.5% in the second quarter of 2010 as a result of the Group’s organic profit, as well
as the further improvement of assets, which was obvious by the 2% decrease of weighted assets.



International Operations
During the nine-month period of 2010, the interest income from the Group’s international operations increased by
8% on an annual basis to €93.1 million, reflecting the significant improvement that was achieved in the said period.
The assets structure of the Group’s international operations was improved further, a fact which is reflected by the
improvement of the loan to deposit ratio, which decreased from 128% in September of 2009, to 117% in June of
2010 and 113% in September of 2010, as a result of the significant increase in deposits by 17% on an annual basis in
September of 2010.



Events after the Balance Sheet of 30/09/2010
During its meeting on 11/11/2010, the Board of Directors approved the issuance of Convertible Capital Securities
with exclusion of rights to existing shareholders, for a total amount up to €660 million with a minimum conversion
price of €1.80 per share. However, following a request by Dubai Financial Group and other shareholders, the
issuance will eventually be performed with nil-paid Rights of existing shareholders in the issuance of convertible
capital securities.

During the extraordinary General Assembly of the Bank’s Shareholders that was held on 18/11/2010, the following
decisions were taken:

(a) The unanimous approval to increase the Bank’s share capital in order to draw €488.6 million through the
   issuance of new shares in favour of existing shareholders at a ratio of one new share for every two old shares
   with a subscription price of €1.00 per share. The proposed issuance price corresponds to a 30% discount on
   the closing price of MPB on 01/11/2010, date on which the respective decision was announced.

(b) Also the amendment of the Articles of Association was approved, to include the option for the Bank’s BoD to decide
   on the payment of interim dividends by distributing shares or other forms of securities.




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(c) The unanimous approval to increase the Bank’s approved capital from €1,062,500,000 divided by 1.250.000.000
   ordinary shares with a nominal value of €0.85 each, to €1,776,500,000 divided by 2,090,000,000 ordinary shares
   with a nominal value of €0.85 each, through the issuance of 840,000,000 new ordinary shares with a nominal value
   of €0.85, which will bear the same rights as with existing common Bank shares.

(d) Decision to amend the Articles of Association in order to include the provision for the option to send and/or receive
   bank documents (e.g. Annual Financial Report) to shareholders, either in printed or electronic form.



4.7.2 Recent Trends
From the date of the last published consolidated audited financial statements (31/12/2009), the financial sector continues
to be affected by the side-effects caused by the spread of the financial crisis in various sectors of the economy.

As for any known trend, uncertainty, request, commitment or event that may be reasonably expected to have a
significant impact on the MPB Group’s prospects for the current year, under these particular prevailing economic
conditions, it is commonly accepted that any projection on events is difficult and highly subjective.

Despite the extremely adverse market conditions, the Group achieved high profitability, with net profits for the third
quarter of 2010 amounting to €30.1 million, triple on a quarterly basis. This improvement is a result both of the increase
of interest margins as well as of the successful continuation of re-pricing the Group’s loan portfolio in combination
with effective cost control and essential improvement of asset quality. The flow of non-performing loans recorded
a significant decrease by 21% on a quarterly basis, reflecting the improvement in trends in Cyprus and the Group’s
international activities. Despite the tight liquidity conditions in the market, the Group’s liquidity remains high with the
loan to deposit ratio remaining unchanged at 105% on a quarterly basis. The Group’s capital adequacy ratio improved
by 30 basis points, on a quarterly basis at 11.8% as a result of the increase of organic profitability in conjunction with
further improvement of assets.

On 01/11/2010, the Group announced a complete capital enhancement plan, which according to data from the
nine-month period of 2010, is expected to boost the Group’s total capital adequacy ratio by 420 basis points to 16%.
The capital enhancement plan will allow the Group to gradually meet the pending increases in capital requirements
introduced by Basel III and will essentially boost the Group’s strategic goal for organic growth, supported by three
pillars: a) boost the Group’s already strong position in the rapidly developing market of Cyprus, b) utilise the rapidly
growing international banking, using its customer base, through a comprehensive package of services that will allow an
increase of the added value of its services, ranging them from bank transaction services to consultation services, with a
significantly higher profit margin, c) selective expansion in emerging European markets, with emphasis in serving both
Greek and Cypriot customers that are operating it the region, as well as the Group’s customers in the wider region of
South-East Europe.

The Group’s management estimates that no significant change has occurred on MPB’s financial or commercial positions
from the date of the last publication of the unaudited consolidated financial statements, namely 30/09/2010, up to the
date of the present Prospectus.




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4.8 Financial Targets and Prospects
Financial Targets and Prospects
The main characteristic of the financial sector as well as of the broader field of financial activities is the continued credit
and financial global crisis. As a result, the economic environment remains extremely unstable and difficult to predict.
At the same time, on the basis of the applicable data and information, it is estimated that the normalisation of the
markets will still take a long time.

In the framework of the current economic sentiment, which, as aforementioned, is considered to be highly unstable
and difficult to predict, the Group’s primary aim is to preserve its capital strength and high liquidity, in order to serve
in the best possible way the interests of its shareholders and customers. Meanwhile, the Group aims to strengthen its
organic development and gradually adjust to the forthcoming regulations regarding the increased capital requirements
of Basel III. Despite the adverse financial environment, the Group managed to preserve its advantages during 2010,
such as its robust capital position and adequate level of liquidity, necessary to face future challenges.

The Group’s management believes that the ongoing strategy of maintaining a high level of capital adequacy and liquidity,
as well the limited exposure to turbulent markets, will ensure that MPB will remain a powerful private financial group.



Group Strategy
Consolidate and expand its banking franchise in Cyprus
The Bank holds a well-established and secure position in the highly concentrated and profitable Cypriot market. It is
accordingly well positioned to capture a significant share of the increased banking business associated with continued
strong economic growth in Cyprus. Management sees particularly attractive opportunities in the areas of mainstream
residential lending, infrastructure projects and premium property development.


Expanding its international banking business
Like the Bank’s other operations in Cyprus, its growing international banking business enjoys a strong market position.
Demand for international banking services has been expanding on the back of the ongoing integration of key Global
Emerging Markets to the global economy, over the last few years. MPB has invested heavily in both human capital and
infrastructure in order to accommodate significant volume growth. In view of the Group’s strong positioning as well as
the market’s size and profitability potential, it is the management’s intention to continue to invest heavily in this line of
business. As this business requires only a minimal physical presence to operate, the level of capital investment required
is modest, enhancing potential returns


Leverage existing IBB customer base to expand higher value-added business lines
MPB’s Cyprus-based international banking business in Cyprus and its shipping franchise in Greece give the Group
a direct and ongoing access to an expanding and highly attractive customer base. The Bank expects that there is
significant potential to leverage this customer base to achieve profitable growth in higher value-added business lines.
The Group intends to develop a comprehensive service offering aimed at such customers, including wealth and asset
management, extension of credit, as well as capital market products. It is management’s view that the combination of
such a comprehensive product offering in association with selective local presence should enable the Bank to maximize
client penetration and profitability.



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Selectively pursue growth in international operations
The Group has established a solid platform for future development in a number of countries that management
believes offer attractive growth opportunities. Serbia, has not experienced as significant an economic downturn as the
remaining SEE countries following the global financial crises and opportunities arise on the back of Serbia’s increasingly
pro-EU deliberations regarding its eventual membership. Ukraine, having surpassed a period of political turbulence has
with the assistance of an IMF-sponsored programme began experiencing solid signs of recovery, mainly based on its
exporters. The latter could in turn affect positively consumer confidence and spending. The Bank is looking to leverage
these positive developments in these markets by focusing on niche banking products for its retail and SME clients;
it is also aiming at maximising synergies amongst the Group’s lines of business in order to offer comprehensive and
complementary products and services to its local corporate clients. Romania will in time afford similar opportunities,
although management expects that it will be some time before such opportunities materialise.


Enhance operational efficiency
The Bank was formed through a combination of organic expansion and acquisitions. Despite significant progress
made so far with regards to recently acquired entities, management believes that significant opportunities still remain
to further streamline the Group’s operations, thus enhancing efficiency and reducing operating costs. Over the last
two years the bank has made significant progress towards a structure along global functions. That process has gone
in parallel with significant investments in Risk Management with a view to fully adapt to an enterprise risk-based
approach. That process towards an improved organisational structure, enhanced integration, and more effective Risk
Management framework should be reinforced by the forthcoming MPB - MEB merger.


Strengthen its capital base to allow its continued strategic development
Although the Bank currently enjoys a strong capital position, management anticipates that regulatory capital
requirements as a result, amongst others, of the forthcoming Basel III regulations will increase, perhaps substantially,
in the near future. The Group has accordingly undertaken this rights issue in order to ensure that it can meet such
future capital requirements while at the same time its organic strategic growth objectives, building along three pillars:
a) consolidating its already strong position in the fast growing Cypriot market, b) leveraging up on its rapidly expanding
IBB customer base, through a comprehensive product offering that will enable us to move up the value chain, that is
from transaction banking to higher margin advisory banking and c) selectively expanding in Emerging Europe, focusing
on servicing its Greek, Cypriot and Emerging Europe clients on the ground.




4.9 Major Investments
Information as well as activity in the related accounts are listed below, including additions per year regarding the major
investments of the Bank, which are included in the following elements of the consolidated balance sheet:
• Property and equipment,
• Investment property,
• Investments in associates,
• Available-for-sale assets,
• Debt securities lending,
• Held-to-maturity financial assets,
• Financial assets at fair value through profit or loss.

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Furthermore, there is additional information regarding the following:
• Investments in progress,
• Capital Commitments,
• Business acquisitions, business disposals and investments in subsidiary companies.

It is noted that the information listed regarding the major investments for the years 2007, 2008 and 2009 is based
on the annual audited consolidated financial statements for the years 2007, 2008 and 2009. The information listed
regarding the major investments for the nine-month period ended on 30/09/2010 is based on interim unaudited
consolidated financial statements for the said period. Up to the date of this Prospectus, there has been no material
change in the information regarding the major investments in available-for-sale financial assets.



4.9.1 Property and Equipment
The following table lists data on Group’s property and equipment for the years 2007, 2008 and 2009, in accordance
with the annual audited consolidated financial statements for the reporting years, as well as for the nine month period
ended on 30/09/2010, in accordance with the interim unaudited consolidated financial statements for the said period.
Up to the date of this Prospectus, there has been no material change in the listed data regarding the investments on
property and equipment.

                                                                                                   ADJUSTED
                                                 UNAUDITED            AUDITED        AUDITED                       AUDITED
                                                                                                    AUDITED
                                                 30/09/2010          31/12/2009     31/12/2008                    31/12/2007
                                                                                                   31/12/2007
                                                   € ‘000              € ‘000         € ‘000         € ‘000         € ‘000
Net book value at the beginning of the year       294,455             274,858        286,760        233,155        233,155
Property and Equipment from:
Business acquisitions                                       -          13,672         14,268         14,022         14,022
Business disposals                                 (6,947)                      -    (16,618)                 -              -
Transfer to the category “Investment property”              -          (2,764)                 -     (1,984)        (1,984)
Transfer to the category “Intangible assets”                -          (3,247)                 -              -              -
Additions                                          18,980              42,657         47,897         32,647         32,647
Disposals                                            (897)             (5,447)       (25,836)        (7,367)        (7,367)
Revaluation of property                                     -             (57)          (230)        34,861         34,861
Depreciation charge:
Continuing operations                             (18,839)            (25,271)       (21,390)       (17,378)       (17,844)
Discontinued operations                                     -                   -       (507)          (466)                 -
Exchange differences                                 (685)                 54         (9,486)          (730)          (730)
Net book value at the end of the year             286,067             294,455        274,858        286,760        286,760



The investments of the Group in property and equipment are mainly related to the development of its infrastructure
and the expansion of its operations.




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4.9.2 Investment Property
Listed below is the information for investment property for the years 2007, 2008 and 2009, according to the annual
audited consolidated financial statements for the reporting years. Up to the date of this Prospectus, there has been no
material change in the listed data regarding the investment property.

                                                  UNAUDITED          AUDITED           AUDITED           AUDITED
                                                  30/09/2010        31/12/2009        31/12/2008        31/12/2007
                                                     € ‘000             € ‘000           € ‘000            € ‘000
Net book value at the beginning of the year          57,626             42,819           57,868            65,272
Investment property from:
Business acquisitions                                         -           3,246             745                     -
Business disposals                                            -                  -       (7,221)                    -
Additions                                              7,160              8,219           4,391             6,514
Disposals                                              (774)              (709)         (33,823)          (19,284)
Transfer from the category “Non-current assets
                                                              -           1,147                   -              274
Held for sale”
Transfer from the category “Property and
                                                              -           2,764                   -         1,984
equipment”
Fair value gains:
Continuing operations                                         -             121           5,509                  676
Discontinued operations                                       -                  -       15,345             2,122
Exchange differences                                     25                  19                5                 310
Net book value at the end of the year                64.037             57,626           42,819            57,868



4.9.3 Investments in Associates
The information for investments in Associates of the Group for the years 2007, 2008 and 2009 is listed below, according
to the annual audited consolidated financial statements for the reporting years. From 31/12/2009 and up to the date of
this Prospectus, there has been no material change in the listed data regarding the investments in associates.

                                                                     AUDITED           AUDITED           AUDITED
                                                                    31/12/2009        31/12/2008        31/12/2007
                                                                        € ‘000           € ‘000            € ‘000
Balance 1 January                                                        99,473          14,798            15,132
Share of profit after tax                                                18,014           2,528             2,946
Dividend from associates                                                 (4,739)         (1,853)           (1,698)
Exchange differences                                                      (273)             (56)             (495)
Transfer due to disposal of insurance companies                                  -       84,056                     -
Share in fair value reserves                                                596                   -                 -
Transfer to available-for-sale financial assets                                  -                -        (1,087)
Balance 31 December                                                     113,071          99,473            14,798



Investments in associates for the year 2009 concern 30% participation (2008: 30%) in the share capital of JCC Payment
Systems Ltd, 30% participation (2008: 29.1% actual participation) in the share capital of Aris Capital Management LLC
and 49.9% participation (2008: 49.9%) in the share capital of Marfin Insurance Holdings Ltd.



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Marfin Insurance Holdings Ltd owns 100% of Laiki Cyprialife Ltd, Laiki Insurance Ltd, Marfin Life S.A. and Marfin
Insurance Brokers S.A. On 18/12/2008 50.1% of Marfin Insurance Holdings Ltd’s share capital was transferred to the
French company CNP Assurances S.A. (CNP), pursuant to a long-term cooperation agreement between Marfin Popular
Bank Public Co Ltd Group and CNP. As a result, the Group’s participation by 49.9% in Marfin Insurance Holdings Ltd is
now considered as an investment in an associated company.



4.9.4 Available for Sale Financial Assets (AFS)
Listed below is the information for available-for-sale financial assets of the Group for the years 2007, 2008 and 2009,
according to the annual audited consolidated financial statements for the reporting years, as well as for the nine month
period ended on 30/09/2010. From 30/09/2010 and up to the date of this Prospectus, there has been no material
change in the listed data regarding the investments in available-for-sale financial assets.

                                                         UNAUDITED           AUDITED          AUDITED         AUDITED
                                                         30/09/2010         31/12/2009       31/12/2008      31/12/2007
                                                            € ‘000            € ‘000           € ‘000           € ‘000
Investments in Available for Sale Financial Assets        2,277,390          3,564,893        3,606,173       2,737,456
Movement for the year:
Balance 1 January                                         3,564,893          3,606,173        2,737,456       1,904,630
Available-for-sale assets from:
Business acquisitions                                                -             961           13,426             792
Business disposals                                                   -                 -        (13,040)                 -
Transfer from investments in associated companies
                                                                     -                 -                -         1,087
due to loss of significant influence
Transfer of subsidiary due to reduced shareholding                   -                 -                -       408,039
Transfer from financial assets at fair value
                                                               7,295                   -         12,714                  -
through profit or loss
Transfer to held-to-maturity financial assets                        -                 -      (114,608)                  -
Transfer to debt securities lending                        (228,536)       (1,428,349)        (684,013)                  -
Additions                                                   921,006          4,201,894        3,213,315       1,996,217
Redemptions and disposals                                (1,968,035)       (2,960,600)       (1,307,037)     (1,447,264)
Revaluation for the year                                    (39,337)           120,625        (186,360)         (87,002)
Amortisation of premium/discount                               3,569            39,185          (18,669)         (3,952)
Exchange differences                                         16,535            (14,996)         (47,011)        (35,091)
Balance 30 September/31 December                          2,277,390          3,564,893        3,606,173       2,737,456



The deficit or surplus which arises from the revaluation of the available-for-sale financial assets at fair value at the end
of the year is included in the available-for-sale financial assets at fair value reserves.

As at 31/12/2006, the Group owned 34.7% of the issued share capital of the company Universal Life Insurance Public
Co. Limited, the total issued share capital of which amounted to €11.28 million (£6.6 million). The Group did not
exercise significant influence in the management of the company, and as a result, the company was not considered to
be an associate. This investment was presented in the annual audited consolidated financial statements as an available-
for-sale financial asset.




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On 01/02/2007, the Group signed an agreement with MFS Holdings Public Company Limited for the disposal of the said
investment at a purchase price of €5.13 (CP 3) per share. The total price for the disposal amounted to €24,080,000
(CP 13,927,800), which was paid in cash.

As at 31/12/2007, the available-for-sale financial assets include a 7.26% percentage in MIG, part of which was sold
later on. More specifically, on 07/02/2008, the Bank announced it had signed an agreement of sale with Dubai Financial
Group, pursuant to which Dubai Financial Group would buy 53,532,184 common shares of MIG from the Bank,
which represent 6.45% of its share capital, for €7.00 per share by 31/03/2008, at the latest. On 31/03/2008 the Bank
announced that the said transfer had been concluded.

The available-for-sale assets include as at 31/12/2009 a participation of 2.74% (2008: 2.79%) in MIG.

The available-for-sale assets as at 31/12/2009, include investments in securities of €1,454,548,000 (2008:
€2,062,043,000) which have been pledged in relation to funding from Central Banks.

From 31/12/2009 and up to 30/09/2010, the Group acquired and disposed of available-for-sale financial assets of €921
million and €1,968 million respectively. Druing 2010, the Group reclassified available-for-sale financial assets to debt
securities lending. The book and fair value reclassified at the date of reclassification, 01/04/2010 was €228,5 million.

On 30/09/2010, the value of the available-for-sale financial assets was €2,277,390 (see Section 4.20.2)



4.9.5 Financial Assets at Fair Value through Profit or Loss
Listed below is the information for financial assets at fair value through profit or loss of the Group for the years 2007,
2008 and 2009, according to the annual audited consolidated financial statements for the reporting years. From
31/12/2009 and up to the date of this Prospectus, there has been no material change in the listed data regarding the
investments in financial assets at fair value through profit or loss.

On 30/09/2010, the value of the financial assets at fair value through profit or loss was €294.62 million (see Section
4.20.2)

                                                                         AUDITED        AUDITED            AUDITED
                                                                        31/12/2009     31/12/2008         31/12/2007
                                                                          € ‘000          € ‘000             € ‘000
Investments in debt securities                                            36,970          84,250            298,340
Investments in government bonds and treasury bills                         4,024          14,884             57,657
Investments in equity securities and funds                               122,901         108,416            332,617
Derivative financial instruments with positive fair value                 74,540         149,369             27,466
Net book value at the end of the year                                    238,435         356,919            716,080




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4.9.6 Debt Securities Lending
The Group adopted the amendments to IAS 39 and IFRS 7 “Reclassification of Financial Assets” and proceeded
to reclassify held-for-trading and available-for-sale bonds to debt securities lending. In accordance with the
provisions of amended IAS 39, the Group identified the financial assets for which on 01/07/2008 there was
no intention of trading or sale in the foreseeable future and which met the criteria for reclassification. The
reclassification was made with effect from 01/07/2008 pursuant to the amended IAS 39 at the fair value of the
investments on that date.

Listed below is the information for debt securities lending of the Group for the years 2007, 2008 and 2009,
according to the annual audited consolidated financial statements for the reporting years. From 31/12/2009
and up to the date of this Prospectus, there has been no material change in the listed data regarding the debt
securities lending.

On 30/09/2010, the value of debt securities lending was €3,90 billion (see Section 4.20.2).

                                                                            AUDITED        AUDITED        AUDITED
                                                                           31/12/2009     31/12/2008     31/12/2007
                                                                             € ‘000         € ‘000         € ‘000
Investments in debt securities                                             1,156,373       850,520                  -
Investments in government bonds and treasury bills                         2,238,695        87,775                  -
                                                                           3,395,068       938,295                  -
Current                                                                       2,255         22,703                  -
Non-current                                                                3,392,813       915,592                  -
                                                                           3,395,068       938,295                  -
Movement for the year:
Balance 1 January                                                           938,295                  -              -
Debt securities lending and business acquisitions                                     -     18,853                  -
Transfer from financial assets at fair value through profit or loss                   -     33,335                  -
Transfer from available-for-sale assets                                    1,428,349       684,013                  -
Revaluation of hedged debt securities lending
                                                                            (25,087)        28,597                  -
in relation to hedged risk
Additions                                                                  1,218,748       208,050                  -
Redemptions                                                                (190,126)       (45,129)                 -
Amortisation of premium/discount                                             29,328          5,902                  -
Exchange differences                                                         (4,439)         4,674                  -
Balance 31 December                                                        3,395,068       938,295                  -




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4.9.7 Held-to-maturity Financial Assets
Listed below is the information for held-to-maturity financial assets of the Group for the years 2007, 2008 and 2009,
according to the annual audited consolidated financial statements for the reporting years. From 31/12/2009 and up
to the date of this Prospectus, there has been no material change in the listed data regarding the held-to-maturity
financial assets.

On 30/09/2010, the value of held-to-maturity financial assets was €1,87 billion (see Section 4.20.2).

                                                                    AUDITED           AUDITED            AUDITED
                                                                   31/12/2009        31/12/2008         31/12/2007
                                                                     € ‘000             € ‘000            € ‘000
Investments in debt securities                                       847,741            801,204            38,704
Government bonds and treasury bills eligible
                                                                                        214,377           273,779
for rediscounting with the Central Bank of Cyprus                    246,710
Investments in other government bonds and treasury bills             286,879            148,455            63,306
                                                                    1,381,330         1,164,036           375,789
Listed on the Cyprus Stock Exchange                                  246,710            214,377           275,486
Listed on other Stock Exchanges                                     1,134,620           949,659           100,303
                                                                    1,381,330         1,164,036           375,789
Current                                                              375,840            170,289            88,573
Non-current                                                         1,005,490           993,747           287,216
                                                                    1,381,330         1,164,036           375,789
Movement for the year:
Balance 1 January                                                   1,164,036           375,789           438,128
Held-to-maturity financial assets from
Business acquisitions                                                         -          65,959                    -
Business disposals                                                            -          (3,412)                   -
Transfer from available-for-sale assets                                       -         114,608                    -
Additions                                                           1,140,813         1,050,578            46,037
Redemptions                                                         (926,122)          (424,598)         (107,882)
Amortisation of premium/discount                                       (7,457)          (14,846)             (758)
Exchange differences                                                   10,060               (42)              264
Balance 31 December                                                 1,381,330         1,164,036           375,789




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4.9.8 Investments in Progress
On 31/12/2007, the Group in Cyprus had investments in progress regarding technology projects amounting to €163
thousand, as well as investments amounting to €1,433 thousand regarding fixed assets.

On 31/12/2008, the Group in Cyprus had investments in progress regarding technology projects amounting to €3,280
thousand, as well as investments amounting to €1,046 thousand regarding fixed assets.

On 31/12/2009, the Group in Cyprus had investments in progress regarding fixed assets amounting to €1,115
thousand.

The Group will finance the investments in progress from cash.

It is noted that up to the date of this Prospectus, there has been no material change in the listed data regarding the
investments in progress.



4.9.9 Capital Commitments
On 31/12/2009 the commitments for the capital expenditure of the Group in Cyprus amounted to €7.2 million (€5
million regarding technology projects and €2.2 million regarding fixed assets). Up to the date of this Prospectus,
there has been no material change in the listed data regarding the investments for which the Group has been
committed to.



4.9.10 Business Acquisitions, Business Disposals, Investments in Subsidiary
       Companies
4.9.10.1 Business Acquisitions
(a) Acquisition of CLR Capital Public Ltd and change in the shareholding of Marfin CLR Public Co Ltd
According to the terms of the Reorganisation and Merger Plan dated 01/08/2008 CLR Capital Public Ltd merged with
Laiki Investments (Financial Services) Public Company Ltd (renamed to Marfin CLR Public Co Ltd on 05/01/2009). On
09/01/2009 Marfin CLR Public Co Ltd decided to issue and allocate 85,713,000 new ordinary shares of Marfin CLR
Public Co Ltd to the shareholders of CLR Capital Public Ltd. As a result of this new issue the Bank’s shareholding in
Marfin CLR Public Co Ltd decreased to 52.97%.

Details regarding the net assets of CLR Capital Public Ltd that were acquired are as follows:


                                                                                                    € ‘000

Consideration for acquisition:
Fair value of shares issued                                                                        29,142
Acquisition expenses                                                                                  320
Total consideration for acquisition                                                                29,462
Fair value of net assets acquired                                                                 (10,558)
Goodwill                                                                                           18,904




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The goodwill is attributable to the acquisition of a well established company with significant market share in the
brokerage industry, which has contributed to the creation of the largest brokerage company in the Cyprus Stock
Exchange (following the merger with Laiki Investments (Financial Services) Public Company Ltd). The merger will improve
the profitability of the Group and give it the necessary platform to expand its global operations.

The assets and liabilities acquired at the acquisition date were as follows:

                                                                         FAIR VALUE                     BOOK VALUE
                                                                            € ‘000                          € ‘000
Cash and cash equivalents                                                    5,362                           5,362
Financial assets at fair value through profit or loss                        2,387                           2,387
Available-for-sale assets                                                      961                             961
Other assets                                                                 8,581                           8,581
Intangible assets                                                            7,935                              35
Investment property                                                          3,246                           3,246
Property and equipment                                                      13,672                          13,672
Due to other banks                                                         (19,385)                        (21,019)
Other liabilities                                                           (9,299)                        (10,274)
Current income tax liabilities                                                (183)                           (183)
Deferred tax liabilities                                                    (2,719)                         (1,929)

Net assets acquired                                                         10,558                             839

Acquisition expenses                                                                                          (320)
Cash and cash equivalents acquired                                                                           5,362
Cash inflow from acquisition                                                                                 5,042


In December 2009, Marfin CLR Public Co Ltd completed the fair valuation and purchase price allocation for the
acquisition of CLR Capital Public Ltd. Based on adjustments to the preliminary accounting adopted in the consolidated
financial statements for the period ended 31/03/2009, the Group recognised in these consolidated financial statements
€7.9 million intangible assets, which relate to the estimated fair value of the brand name and the relationship with
trading customers (brokerage activities). The results were charged with amortisation of the intangible assets recognised
amounting to €586,000. A deferred tax liability of €790,000 million in relation to the aforementioned intangible assets
has also been recognised.

In March 2009, the Bank acquired an additional 4.2 million shares of Marfin CLR Public Co Ltd for €1.4 million. This
acquisition brought the Bank’s holding to 54.45%. Goodwill arising on the additional shares acquired was €224,000.

In December 2010, the Bank acquired an additional 25.2 million shares for €3.5 million. This acquisition brings the
Bank’s holding to 63.3%.

It is noted that up to the date of this Prospectus, there has been no material change in the above information.


(b) Acquisition of Rossiysky Promyishlenny Bank Company Ltd (Rosprombank)
On 04/09/2008, the Bank completed the acquisition of Rosprombank, upon obtaining all the necessary approvals by the
supervising authorities of Russia and Cyprus. The acquisition was finalised with the transfer of 50.04% of the share capital of
the Russian Closed Joint-Stock Company RPB Holding, parent company of Rosprombank against the sum of €85.7 million.


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Rosprombank was established in 1997 and has a dynamic presence in Russia. Details regarding the net assets acquired
are as follows:

                                                                                                    € ‘000
Consideration for acquisition                                                                       83,992
Acquisition expenses paid in 2008                                                                    1,224
Acquisition expenses paid in 2009                                                                      495
Total consideration for acquisition                                                                 85,711
Fair value of net assets acquired                                                                 (32,655)
Goodwill                                                                                            53,056

Goodwill is attributable to the acquisition of a base of operations in an emerging, large market with attractive spreads
and revenue growth, that favours the expansion of international business banking, which is one of the Group’s strategic
objectives.

The assets and liabilities acquired at the acquisition date were as follows:

                                                                 FAIR VALUE                     BOOK VALUE
                                                                   € ‘000                           € ‘000
Cash and cash equivalents                                          50,095                          50,095
Restricted balances with Central Bank                                4,938                           4,938
Due from other banks (due in more than 3 months)                     2,759                           2,759
Advances to customers                                             184,719                         187,636
Debt securities lending                                            18,853                          18,853
Available-for-sale assets                                            5,251                           5,251
Held-to-maturity financial assets                                    2,242                           2,242
Other assets                                                       13,061                          13,061
Current tax asset                                                    1,011                           1,011
Intangible assets                                                  11,140                             516
Property and equipment                                               3,939                           3,939
Due to other banks                                                 (3,091)                         (3,091)
Customer deposits                                                (152,986)                       (152,986)
Senior debt                                                       (61,722)                        (61,722)
Loan capital                                                       (8,128)                         (8,128)
Other liabilities                                                  (2,462)                         (2,462)
Current income tax liabilities                                        (43)                            (43)
Deferred tax liabilities                                           (4,278)                         (2,153)
Net assets                                                         65,298                          59,716
Non-controlling interests                                         (32,643)                        (29,852)
Net assets acquired                                                32,655                          29,864
Consideration for acquisition                                                                     (83,992)
Acquisition expenses paid in 2008                                                                  (1,224)
Cash and cash equivalents in subsidiary acquired                                                   50,095
Cash inflow from acquisition                                                                      (35,121)


In September 2009, the Bank completed the fair valuation and purchase price allocation for the acquisition of
Rosprombank. Based on adjustments to the preliminary accounting adopted in the consolidated financial statements

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for the year ended 31/12/2008, the Group recognised in 2009, with a restatement of comparative figures, €10.6
million intangible assets, which relate to the estimated fair value for core deposits and customer relationships. The
results were charged with amortisation of the intangible assets recognised amounting to €764,000. A deferred tax
liability of €2.1 million in relation to the aforementioned intangible assets has also been recognised.


(c) Acquisition of Lombard Bank Malta Plc
On 28/02/2008 the Bank acquired 42.86% of the share capital of Lombard Bank Malta Plc for €50.2 million. During 2008
Lombard Bank Malta Plc paid a dividend of €2,243,000. The amount attributable to the Bank, which was re-invested, was
€962,000. This re-investment brings the Bank’s holding to 43.08% and the goodwill arising was €98,000.

The Bank exercises control over Lombard Bank Malta Plc, because its significant shareholding allows the control of
the decisions taken at the Annual General Assembly, including the decisions for the appointment of Directors, and
therefore Lombard Bank Malta Plc is accounted for as a subsidiary company of the Group.

Lombard Bank Malta Plc is Malta’s third largest bank listed on the local stock exchange and operates under the supervision
of the Central Bank of Malta. It was established in 1969 in Valletta and it offers complete banking services via a network of
seven branches. Lombard Bank Malta Plc also offers services via MaltaPost Plc, in which it is a major shareholder.

Details regarding the net assets acquired are as follows:

                                                                                                         € ‘000

Consideration for acquisition                                                                            49,663
Acquisition expenses paid in 2008                                                                           424
Acquisition expenses paid in 2009                                                                            95
Total consideration for acquisition                                                                      50.182
Fair value of net assets acquired                                                                      (25,397)
Goodwill                                                                                                 24,785

Goodwill is attributable to the acquisition of a base of operations in a European Union and Euro zone country, which
favours the expansion of international business banking, which is one of the Group’s strategic objectives.

The assets and liabilities acquired at the acquisition date were as follows:

                                                                    FAIR VALUE                       BOOK VALUE
                                                                       € ‘000                            € ‘000
Cash and cash equivalents                                                 132,251                             132,251
Restricted balances with Central Bank                                        8,810                                8,810
Due from other Banks (due in more than 3 months)                             3,020                                3,020
Advances to customers                                                     263,072                             263,072
Available-for-sale assets                                                    8,175                                8,175
Held-to-maturity financial assets                                          63,717                              63,717
Other assets                                                               11,611                              11,611
Deferred tax asset                                                           3,060                                3,060
Goodwill                                                                        856                                  856
Intangible assets                                                          10,976                                    504
Investment property                                                             745                                  745



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                                                                           FAIR VALUE                         BOOK VALUE
                                                                             € ‘000                               € ‘000
Property and equipment                                                           10,329                                      10,329
Due to other banks                                                                    (344)                                    (344)
Customer deposits                                                              (401,782)                                (401,782)
Other liabilities                                                               (44,591)                                    (44,591)
Current income tax liabilities                                                   (2,483)                                     (2,483)
Deferred tax liabilities                                                         (4,508)                                       (843)
Net assets                                                                       62,914                                      56,107
Non-controlling interest                                                        (37,517)                                    (33,628)
Net assets acquired                                                              25,397                                      22,479
Acquisition expenses paid in 2008                                                                                              (424)
Cash and cash equivalents in subsidiary acquired                                                                            132,251
Cash inflow from acquisition                                                                                                 82,164

In March 2009, the Bank completed the fair valuation and purchase price allocation for the acquisition of Lombard
Bank Malta Plc. Based on adjustments to the preliminary accounting adopted in the consolidated financial
statements for the year ended 31/12/2008, the Group recognised in 2009, with a restatement of comparative
figures, €10.5 million intangible assets, which relate to the estimated fair value for core deposits and customer
relationships. The results were charged with amortisation of the intangible assets recognised amounting to €745
thousand. A deferred tax liability of €3.7 million in relation to the aforementioned intangible assets has also been
recognised.

In April 2009, Lombard Bank Malta Plc paid a dividend of €2,278 thousand. The amount attributable to the Bank,
which was re-invested, was €981 thousand. Additionally, in April 2009, the Bank acquired 500,000 shares of Lombard
Bank Malta Plc for €1.3 million. The aforementioned brings the Bank’s holding to 44.9% and the goodwill arising was
€462 thousand.


(d) Cash Inflow from Business Acquisitions
Details presented below refer to the total cash inflow and the goodwill arising from business acquisitions:
                                                                                              ADJUSTED       ADJUSTED
                                                                              AUDITED                                           AUDITED
                                                                                               AUDITED        AUDITED
                                                                             31/12/2009                                        31/12/2007
                                                                                              31/12/2008     31/12/2007
                                                                               € ‘000           € ‘000         € ‘000            € ‘000
Cash inflow from the acquisition of CLR Capital Public Ltd (a)                  5,042                    -              -                 -
Cash outflow from acquisition of Rosprombank (b)                                 (495)         (35,121)                 -                 -
Cash (outflow)/inflow from the acquisition of Lombard Bank Malta Plc (c)          (95)          82,164                  -                 -
Cash outflow from the acquisition of Marine Transport Bank,
Investment Lease Company Renta, Premier Capital and Sintez                              -                -    (57,596)          (55,955)
Autoservice
Business acquisition net of cash and cash equivalents acquired per
                                                                                4,452           47,043        (57,596)          (55,955)
consolidated statement of cash flows




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(e) Goodwill from Business Acquisitions
                                                                                         ADJUSTED       ADJUSTED
                                                                           AUDITED                                       AUDITED
                                                                                          AUDITED        AUDITED
                                                                          31/12/2009                                    31/12/2007
                                                                                         31/12/2008     31/12/2007
                                                                            € ‘000         € ‘000         € ‘000          € ‘000
Goodwill arising from the acquisition of CLR Capital Public Ltd (a)         18,904                  -              -               -
Goodwill arising from the acquisition of Rosprombank (b)                       495         52,561                  -               -

Goodwill arising from the acquisition of Lombard Bank Malta Plc (c)            109         24,676                  -               -

Goodwill acquired from the acquisition of Lombard Bank Malta Plc (c)                 -        856
Goodwill from acquisition and shareholding increase in Marfin Bank a.d.              -              -              -         564
Goodwill arising from the acquisition of Marine Transport Bank
                                                                                     -              -     65,299          75,371
and Premier Capital
Total                                                                       19,508         78,093         65,299          75,935



4.9.10.2 Business Disposals
On 19/12/2008 the long-term cooperation agreement between the French CNP Assurances S.A. (CNP) and the Group
for the development of insurance activities in Greece and Cyprus via the Group’s banking networks was finalised.
This agreement includes the transfer of 50.1% of the share capital of Marfin Insurance Holdings Ltd from the Bank to
CNP and the reaching of a ten-year renewable, exclusive distribution agreement with the option to expand to other
countries that the Group is active. Marfin Insurance Holdings Ltd holds 100% of Laiki Cyprialife Ltd (life insurance in
Cyprus), Laiki Insurance Ltd (general insurance in Cyprus and Greece), Marfin Life S.A. (life insurance in Greece) and
Marfin Insurance Brokers S.A. (agency insurance activities in Greece).

As a result of the aforementioned and in accordance with IFRS 5 “Non-Current Assets Held for Sale and Discontinued
Operations”, the assets and liabilities of the insurance companies are no longer consolidated as from the date which
CNP assumed management control of these companies. The Bank’s 49.9% participation in Marfin Insurance Holdings
Ltd is now classified as investment in associate, which is initially recognized at cost and then it is accounted for in the
consolidated financial statements under the equity method.

The results of the insurance companies for the years 2007 and 2008 when the Bank owned 100% of the companies are
included in the consolidated income statement as profit after tax from discontinued operations. For 2008 the effect in the
Group’s income and profit for the year for insurance companies was €62.6 million (2007: €66.3 million) and €33.8 million
(2007: €41.7 million), respectively. The profit from the disposal of insurance companies amounted to €58.4 million.

The assets and liabilities disposed were as follows:

                                                                                                             € ‘000
Cash and cash equivalents                                                                                    74,950
Due from other banks                                                                                        261,027
Financial assets at fair value through profit or loss                                                       162,156
Advances to customers                                                                                        25,158
Reinsurance assets                                                                                           34,414
Available-for-sale assets                                                                                    13,040
Held-to-maturity financial assets                                                                             3,412
Other assets                                                                                                 74,041



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                                                                                                    € ‘000
Current income tax assets                                                                              751
Goodwill                                                                                            25,273
Intangible assets                                                                                   47,926
Investment property                                                                                  7,221
Property and equipment                                                                              16,618
Insurance contract liabilities                                                                   (505,541)
Other liabilities                                                                                 (52,480)
Current income tax liabilities                                                                      (2,857)
Deferred tax liabilities                                                                            (5,802)
Retirement benefit obligations                                                                    (10,859)

Net assets                                                                                        168,448

Net assets disposed of                                                                              84,453
Profit from disposal                                                                                58,374

Proceeds from disposal                                                                            142,827

Proceeds from disposal                                                                            144,290
Disposal expenses                                                                                   (1,463)

Net proceeds from disposal                                                                        142,827
Cash and cash equivalents in subsidiary companies disposed of                                     (74,950)

Cash inflow on disposal                                                                             67,877

It is noted that up to the date of this Prospectus, there has been no material change in the above information.


4.9.10.3 Investments in Subsidiary Companies
Listed below there is information regarding investments in subsidiary companies. It is noted that up to the date of this
Prospectus, there has been no material change in the above information.


(a) Increase in shareholding in IBG
In May 2009, MEB acquired 3,000 shares in its subsidiary IBG for €233 thousand. Goodwill from this increase
was €36 thousand. In October 2009, MEB acquired 20,000 additional shares for €1,597,000. These acquisitions
increased the holding of MEB to 92.80%. An amount of €104,000 representing the excess of the acquirer’s interest
in the fair value of the acquiree’s identifiable net assets over the acquisition cost was recognised in the consolidated
income statement.

In February 2010, MEB acquired 59,897 shares in its subsidiary IBG for €3.9 million. These acquisitions increased the
holding of MEB in its subsidiary was increased from 92.8% to 94.4%. In June 2010, an additional 52,737 shares were
acquired for €3.6 million, increasing the Bank’s shareholding to 95.8%.


(b) Increase of share capital of Marfin Leasing S.A.
In December 2009, Marfin Leasing S.A. increased its share capital by €16 million with payment of the amount by the
company’s sole shareholder, Marfin Egnatia Bank S.A.



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(c) Increase of share capital of Marfin Bank JSC Belgrade
In September 2009, an increase of the share capital of Marfin Bank JSC Belgrade was made for the amount of €15
million, which was fully covered by the Bank. As a result the Bank’s holding increased from 98.21% to 98.71% and an
additional goodwill of €29,000 was recognised.

In March 2010, an increase of the share capital of Marfin Bank JSC Belgrade was made for the amount of €15 million,
which was fully covered by the Bank. As a result the Bank’s holding has increased from 98.7% to 99%.


(d) Increase of share capital of Marfin Bank (Romania) S.A.
On 27/07/2009 Marfin Bank (Romania) S.A. increased its share capital by €10 million. This increase, which was approved
by the Central Banks of Greece and Romania, was fully covered by MEB as the remaining shareholders waived their
rights. As a result, the shareholding of MEB increased to 99.23%.

In April 2010, Marfin Bank (Romania) S.A.’s share capital was increased by €5 million, which was fully paid by MEB. As
a result, the shareholding of the Bank increased from 99.2% to 99.3%.


(e) Increase of share capital of IBG Investments S.A.
During 2009, an increase of the share capital of IBG Investments S.A. was made, for the amount of €1,553,000, which
was covered by Investment Bank of Greece S.A. (90%) and IBG Capital S.A. (10%) pro rata, based on the respective
shareholdings.


(f) Synergatis Plc
On 23/04/2009 Synergatis Plc was incorporated in the United Kingdom with principal activities the issue of debentures
with tangible securities. Synergatis Plc is a special purpose entity and is accounted for as a subsidiary, as its activities
wholly serve specific needs of the Group.

In August 2009, the securitisation of bonds and other corporate loans by Marfin Egnatia Bank S.A. for the total amount
of €2.3 billion was completed. The issue of the debentures from the securitisation was delivered by Synergatis Plc. All
the debentures are held by Group companies.


(g) Increase of share capital of Marfin Pank Eesti AS
In March 2010, an increase of the share capital of Marfin Pank Eesti AS was made for the amount of €2.8 million, which
was fully covered by the Bank. As a result of the above, the Bank’s holding increased from 52.8% to 63.0%.


(h) Increase of share capital of Lombard Bank Malta Plc
In April 2010, Lombard Bank Malta Plc paid a dividend amounting to €2.3 million. The amount which corresponded to
the Bank, which amounted to €1 million was reinvested in shares of the company. Additionally, in the second quarter
of 2010, the Bank acquired 1,267,643 shares of Lombard Bank Malta Plc for €3.8 million. As a result of the above, the
Bank’s holding increased from 44.9% to 48.8%.


(i) Disposal of shareholding in Egnatia Properties S.A.
On 23/07/2010, Obafemi Holdings Ltd disposed of its shareholding (99.96%) in Egnatia Properties S.A. with registered
offices in Romania, to MIG Real Estate with registered offices in Greece.




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(j) Increase of share capital of Dynamic Asset Operating Leasing S.A.
On 23/09/2010, Dynamic Asset Operating Leases S.A. increased its share capital by €1 million, which was fully covered
by its only shareholder, Marfin Leasing S.A.


(k) Renaming of Open Joint-Stock Company Marine Transport Bank
On 12/11/2010, Open Joint-Stock Company Marine Transport Bank was renamed to Public Joint-Stock Company Marfin
Bank.




4.10 Use of Proceeds of Previous Share Capital Increase
At its meeting held on 21/12/2005, the Board of Directors of the Bank decided the increase of the share capital of
the Bank in the form of a rights issue in the ratio of one (1) new share for every six (6) existing shares at the price of
CYP1.20 (€2.050322) per share. The proceeds from the above issue amounted to CYP61.2 million (€104.6 million)
and 51,056,624 new shares were issued. The proceeds from the above issue have been used to strengthen the Group’s
capital adequacy and specifically its Tier I capital.




4.11 Capital and Capital Structure
The information regarding Group’s capital and capital structure is listed below.

4.11.1 Share Capital and Reserves
Below there is listed data on the Group’s capital and capital structure for the years 2007, 2008 and 2009, in
accordance with the annual audited consolidated financial statements for the reporting years, as well as for
the nine month period ended on 30/09/2010, in accordance with the interim unaudited consolidated financial
statements for the said period.

                                                              30/09/2010   31/12/2009      31/12/2008      31/12/2007
                                                               EQUITIES     EQUITIES        EQUITIES        EQUITIES
                                                                 ‘000         ‘000            ‘000            ‘000
Approved
Common shares of €0.85 each                                    1,250,000    1,100,000         950,000          950,000
Issued and fully paid
Balance in the beginning of the period/year                     848,153      830,126          796,691          790,319
Difference from the conversion of the share capital in Euro            -            -                -                -
Exercise of share call options                                         -            -                -               8
Shares in the process of being issued                                  -       5,781                 -                -
Issuance of shares                                                     -            -                -           6,364
Dividend re-investment                                           10,133       12,246           33,435                 -
Share capital at the end of the period/year                     858,286      848,153          830,126          796,691




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                                                             30/09/2010            31/12/2009        31/12/2008       31/12/2007
                                                               € ‘000                € ‘000            € ‘000           € ‘000
Approved
Common shares of €0.85 each                                   1,062,500              935,000           807,500           811,585
Issued and fully paid
Balance in the beginning of the period/year                    720,930               705,607           680,613           675,169
Difference from the conversion of the share capital in
                                                                        -                   -           (3,426)                   -
Euro
Exercise of share call options                                          -                   -                 -                   7
Shares in the process of being issued                                   -              4,914                  -                   -
Issuance of shares                                                      -                   -                 -            5,437
Dividend re-investment                                              8,613             10,409            28,420                    -
Share capital at the end of the period/year                    729,542               720,930           705,607           680,613
Share premium                                                 2,183,304             2,179,146         2,144,141        2,017,708
Revenue reserves                                               966,565               948,006           858,726           736,348
Property fair value reserves                                    48,949                49,759            50,219            55,644
Available-for-sale financial assets at fair value reserves    (278,265)             (189,460)         (285,338)        (116,261)
Exchange differences reserves                                  (72,208)              (76,130)          (46,960)           15,543
Cash flow hedging reserve                                            (46)                245                  -                   -
Difference from the conversion
                                                                    3,426              3,426             3,426                    -
of the share capital in Euro reserve
Total reserves in the end of period/year                       668,421               735,846           580,073           691,274
Capital and Reserves in the end of period/year                3,581,268             3,635,922         3,429,821        3,389,595
Non-controlling interests in the end of period/year            112,670               123,321           139,755            92,623
Capital, Reserves and Non-Controlling
                                                              3,693,938             3,759,243         3,569,576        3,482,218
interests in the end of period/year



For more information, see Section 4.17.

4.11.2 Loan Capital
Below there is listed data on the Group’s loan capital for the years 2007, 2008 and 2009, in accordance with the
annual audited consolidated financial statements for the reporting years, as well as for the nine month period
ended on 30/09/2010, in accordance with the interim unaudited consolidated financial statements for the said
period.

                                                                 UNAUDITED             AUDITED          AUDITED         AUDITED
                                                                 30/09/2010           31/12/2009       31/12/2008      31/12/2007
                                                                      € ‘000            € ‘000           € ‘000          € ‘000
Convertible debentures Marfin Egnatia Bank S.A. 2003/2013                      -                 -           231             366
Debentures Egnatia Finance Plc 2005/2015                                       -          80,000          80,000          79,990
Eurobonds Marfin Popular Bank Public Co Ltd due 2016                  413,656            424,724         437,162         438,263
Debentures Egnatia Finance Plc 2009/2019                              103,867             95,138                  -               -
Capital securities Marfin Popular Bank Public Co Ltd                  737,869            442,229         199,974          85,430
Subordinated debt Rossiysky Promyishlenny
                                                                        8,751              8,410           8,540                  -
 Bank Company Ltd 2004/2014
                                                                    1,264,143          1,050,501         725,907         604,049



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                                                                UNAUDITED          AUDITED        AUDITED         AUDITED
                                                                30/09/2010        31/12/2009     31/12/2008      31/12/2007
                                                                     € ‘000         € ‘000         € ‘000          € ‘000
Current                                                                       -              -              -               -
Non-current                                                       1,264,143       1,050,501        725,907         604,049
                                                                  1,264,143       1,050,501        725,907         604,049



Convertible debentures of Marfin Egnatia Bank S.A. (2003/2013)
In January 2003, Marfin Egnatia Bank S.A. issued €30 million worth of convertible debentures due in 2013. Interest
rate was equal to the three-month rate of Euro (Euribor) plus 1.75% until their call in date and 3.25% until maturity.
The interest was paid every three months on 31 March, 30 June, 30 September and 31 December. The issuing bank
had the right to call in the debentures after the end of the fifth year. The debentures were not secured and they ranked
for payment after the claims of depositors and other creditors. The convertible debentures formed a series of nominal
debentures convertible into new ordinary shares of the issuing bank of a nominal value of x 1.27 at the conversion rate
of 10 to 10. On 31/03/2009 MEB called in all remaining debentures, after allowing the debenture holders to exercise
their right to convert their debentures prior to the call in date.


Debentures of Egnatia Finance Plc (2005/2015)
In May 2005, Egnatia Finance Plc issued €80 million worth of debentures due in 2015. The debentures are repayable
within ten years from their issue and pay interest every three months. The interest rate is set at the three-month rate
of Euro (Euribor) plus 1.10% until their call in date and 2.40% until maturity. The issuing company has the right to call
in the debentures after the end of the fifth year.

In May 2010, upon approval from the Bank of Greece, Egnatia Finance Plc called in and repaid the debentures in their
totality before their maturity, at an amount of €80 million, according to their terms of issuance and an amount equal
to their nominal value plus accrued interest was paid to the holders of the said debentures.

The debentures constitute direct, unsecured, subordinated obligations (Tier II Capital) but are guaranteed by Marfin
Egnatia Bank S.A. and they rank for payment after the claims of depositors and other creditors. The debentures are
listed on the Luxembourg Stock Exchange.


Eurobonds of Marfin Popular Bank Public Co Ltd (2006-2016) and Debentures of Egnatia Finance
Plc (2009/2019)
During 2004, the Bank set up an EMTN Programme (the “Programme”) for a total amount of €750 million. In May
2006, an increase of the size of the Programme to €1 billion was approved and in May 2007 a further increase to €3
billion was approved. Pursuant to the Programme the Bank has the ability to issue senior and/or subordinated debt in
accordance to its needs.

In May 2006, the Bank issued €450 million worth of of subordinated debt. The issue was in the form of subordinated
bonds, maturing in ten years. The Bank has the right to call in the bonds after five years from their issue. The interest
rate is set at the three-month rate of Euro (Euribor) plus 0.75% for the first five years, increased by 1% if the bonds are
not called in. Part of the debentures is held by Group companies.




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In May 2009, Egnatia Finance Plc, subsidiary of Marfin Egnatia Bank S.A. issued USD 60 million (€41 million) worth of
subordinated debt under the guarantee of Marfin Egnatia Bank S.A. The issue was in the form of subordinated bonds,
maturing in ten years, with the right to call in the bonds after five years from the issue date, upon written authorisation
of the Bank of Greece. The interest rate is set at 5.5% over their whole duration. Part of the debentures is held by
Group companies.

In July 2009, Egnatia Finance Plc, issued €60 million worth of subordinated debt under the guarantee of MEB. The
issue was in the form of subordinated bonds, maturing in ten years, with the right to call in the bonds after five years
from the issue date, upon written authorisation of the Bank of Greece. The interest rate is set at 6.5% over their whole
duration.

In June 2010, the Bank redeemed and cancelled the Eurobonds of Marfin Popular Bank Public Co Ltd maturing in 2016,
which amounted to €23 million. These debentures were held by Group companies.

The debentures constitute direct, unsecured, subordinated obligations (Tier II Capital) and they rank for payment after
the claims of depositors and other creditors. The bonds are issued based on the Programme and are listed on the
Luxembourg Stock Exchange. The market value as at 30/09/2010 was €289.6 million (31/12/2009: €338.2 million) for
the Eurobonds of Marfin Popular Bank Public Co Ltd maturing in 2016 and amounting to €103.9 million (31/12/2009:
€95.1 million) for the debentures of Egnatia Finance Plc (2009/2019).


Subordinated debt of Rossiysky Promyishlenny Bank Company Ltd (2004/2014)
In December 2004, Rossiysky Promyishlenny Bank Company Ltd received a deposit maturing in 2014. Interest rate
is set at 8% annually. The deposit constitutes a direct obligation and ranks for payment after the claims of other
creditors.


Capital securities of Marfin Popular Bank Public Co Ltd (2008-2009)
On 17/03/2008 the Board of Directors of the Bank approved the issue of capital securities up to the amount of €200
million which are included in the Tier I Capital of the Bank (Hybrid Tier I Capital). Capital securities of €116 million (1st
Tranche) that were offered to a limited group of individuals, professional investors and individuals who each invested
at least €50,000, were issued on 14/04/2008 at a nominal value of €1,000 each. During the second phase (2nd
Tranche), capital securities of €84 million that were offered to the general public through a Public Offer, were issued
on 30/06/2008 at a nominal value of €1,000 each. The capital securities of the 1st Tranche paid 6.50% fixed interest
rate for the first four quarters and the capital securities of the 2nd Tranche paid 6.50% fixed interest rate for the first
three quarters, and subsequently a floating rate, which is reviewed on a quarterly basis. The interest rate is equal to
the three-month rate of Euro (Euribor) at the beginning of each quarter plus 1.50% and interest is payable every three
months, at 31 March, 30 June, 30 September and 31 December.

On 19/03/2009 the Board of Directors of the Bank approved the issue of capital securities up to the amount of €250
million which are included in the Tier I Capital of the Bank. The issue, which was addressed to a limited group of
individuals, professional investors and individuals who invested at least €50,000 each, was completed on 13/05/2009
and amounted to €242.2 million. The capital securities bear a fixed interest rate of 7% and the interest is payable every
three months.




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The capital securities do not have a maturity date but may, at the Bank’s discretion, after approval by the Central
Bank of Cyprus, be acquired in their entirety at their nominal value, together with any accrued interest, five years
after the date of issue or on any interest payment date after that. The capital securities constitute direct, unsecured,
subordinated obligations of the Bank and they rank for payment after the claims of depositors and other creditors. The
capital securities are listed on the Cyprus Stock Exchange.


Capital Securities of Marfin Popular Bank Public Co Ltd (2010)
On 30/03/2010 the Board of Directors of the Bank approved the issue of capital securities up to the amount of €300
million, in one or more tranches, which would be included in the Tier I Capital of the Bank. The first issue, which was
addressed to a limited group of individuals, professional investors and individuals who invested at least €50,000 each,
was completed on 19/05/2010 and amounted to €250.5 million. The second tranche, which was addressed to the
public, was completed on 25/06/2010 and amounted to €45.1 million. The capital securities bear a fixed interest rate
of 7% and the interest is payable every three months. The capital securities were listed on the Cyprus Stock Exchange
on 18/06/2010 and on 03/08/2010, respectively. The capital securities do not have a maturity date but may, at the
Bank’s discretion, after approval by the Central Bank of Cyprus, be acquired in their entirety at their nominal value,
together with any accrued interest, five years after the date of issue or on any interest payment date after that. The
capital securities constitute direct, unsecured, subordinated obligations of the Bank and they rank for payment after
the claims of depositors and other creditors.



4.11.3 Senior Debt
Below there are listed data on Group’s senior debt for the years 2007, 2008 and 2009, in accordance with the annual
audited consolidated financial statements for the reporting years, as well as for the nine month period ended on
30/09/2010, in accordance with the interim unaudited consolidated financial statements for the said period.

                                                                  UNAUDITED         AUDITED        AUDITED        AUDITED
                                                                  30/09/2010       31/12/2009     31/12/2008     31/12/2007
                                                                      € ‘000         € ‘000         € ‘000         € ‘000
Debentures Marfin Popular Bank Public Co Ltd (2007/2010)                       -    612,711        683,897         723,104
Debentures Marfin Popular Bank Public Co Ltd (2009/2012)              370,575       377,280                  -              -
Debentures Marfin Popular Bank Public Co Ltd (2009/2014)               23,533        23,185                  -              -
Debentures Egnatia Finance Plc (2009/2010)                                     -      7,552                  -              -
Debentures Egnatia Finance Plc (2009/2013)                             16,400        15,390                  -              -
Debentures Egnatia Finance Plc (2005/2008)                                     -              -              -     199,915
Bond loan (Schuldschein) Marfin Egnatia Bank S.A. (2007/2010)          50,000        50,000         50,000          49,995
Bond loan (Schuldschein) Marfin Egnatia Bank S.A. (2008/2011)          50,000        50,000         50,000                  -
Syndicated loan Marfin Egnatia Bank S.A. (2008/2010)                           -    250,000        250,000                  -
Promissory Notes Rossiysky Promyishlenny Bank Company Ltd               9,298        12,384         45,145                  -
                                                                      519,806      1,398,502      1,079,042        973,014
Current                                                               109,298       932,647         18,493         199,915
Non-current                                                           410,508       465,855       1,060,549        773,099
                                                                      519,806      1,398,502      1,079,042        973,014



Senior debt constitutes obligation of higher ordinance and is not included in the loan capital.


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Debentures of Marfin Popular Bank Public Co Ltd (2007/2010), Debentures of Marfin Popular Bank Public Co Ltd
(2009/2012), Debentures of Marfin Popular Bank Public Co Ltd (2009/2014), Debentures of Egnatia Finance Plc
(2009/2010) and Debentures of Egnatia Finance Plc (2009/2013).
In May 2007, the Bank issued €750 million worth of debentures due in 2010. The debentures are repayable within
three years from their issue and pay interest every three months. The interest rate has been set to the three-month rate
of Euro (Euribor) plus 0.29%. In May 2009, the Bank repurchased and cancelled bonds amounting to €100 million. In
May 2010, the bonds matured and the Bank repaid the rest of the debentures amounting to €650 million according
to their terms of issuance and an amount equal to their nominal value plus accrued interest was paid to the holders of
the said debentures. Part of the debentures was held by Group companies.

In September 2009, the Bank issued €500 million worth of debentures due in 2012. The debentures are repayable
within three years from their issue and pay interest once a year, on 21 September. The interest rate is set at 4.375%.
Part of the debentures is held by Group companies.

In November 2009, the Bank issued €25 million worth of debentures due in 2014. The debentures are repayable within
five years from their issue and pay interest once a year, on 20 November. The interest rate is set at 4.35%. Part of the
debentures is held by Group companies.

In March 2009, Egnatia Finance Plc subsidiary company of MEB, issued €10 million worth of debentures due in 2010.
The debentures are repayable within one year from their issue and paid interest every six months. The interest rate
was set at 12%. In March 2009, the debentures matured and Egnatia Finance Plc, paid an amount of €10 million
for the entirety of the debentures, according to the terms of their issuance, and an amount equal to their nominal
value plus accrued interest was paid to the holders of the said debentures. Part of the debentures was held by Group
companies.

In September 2009, Egnatia Finance Plc issued USD 30 million (€21 million) worth of senior debt due in 2013. The
debentures are repayable within four years from their issue and pay interest every three months. The interest rate is set
at the three-month rate of United States Dollar. Part of the debentures is held by Group companies.

In March 2009, the debentures of Egnatia Finance Plc (2009/2010) matured and Egnatia Finance Plc, paid an amount
of €10 million for the entirety of the debentures, according to the terms of their issuance, and an amount equal to
their nominal value plus accrued interest was paid to the holders of the said debentures. Part of the debentures was
held by Group companies.

In May 2010, the debentures of Marfin Popular Bank Public Co Ltd (2007/2010) matured and the Bank repaid the
rest of the debentures amounting to €650 million according to their terms of issuance and an amount equal to their
nominal value plus accrued interest was paid to the holders of the said debentures. Part of the debentures was held
by Group companies.

The bonds are issued based on the Programme and are listed on the Luxembourg Stock Exchange. The market value
at 30/09/2010 was €355.8 million (31/12/2009: €367.1 million) for the Debentures of Marfin Popular Bank Public Co
Ltd (2009/2012) maturing in 2009 and amounting to €16.4 million (31/12/2009: €15.1 million) for the Debentures of
Egnatia Finance Plc (2009/2013).




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Bond loan (Schuldschein) of Marfin Egnatia Bank S.A. (2007/2010)
In December 2007, Marfin Egnatia Bank S.A. issued a €50 million worth of three year bond loan (Schuldschein) due
in 2010. Interest is paid monthly with the interest rate of Euro (Euribor) of the respective period plus 0.25%. The
debentures or part of them can be repurchased earlier after a decision of MEB.


Bond loan (Schuldschein) of Marfin Egnatia Bank S.A. (2008/2011)
In March 2008, Marfin Egnatia Bank S.A. issued a €50 million worth of three year bond loan (Schuldschein) due in
2011. Interest is paid half yearly, with the six-month interest rate of Euro (Euribor) plus 0.25%. The debentures or part
of them can be repurchased earlier after a decision of MEB.


Syndicated loan of Marfin Egnatia Bank S.A. (2008/2010)
In September 2008, Marfin Egnatia Bank S.A. issued a €250 million worth of two year syndicated loan due in 2010.
Interest is paid every three months, with the three-month rate of Euro (Euribor) plus 0.60%. The loan or part of it could
be repurchased earlier after a decision of MEB. The syndicated loan expired on 25/09/2010 and an amount equal to its
nominal value plus accrued interest was paid to the holders of the debentures.


Promissory Notes of Rossiysky Promyishlenny Bank
Rossiysky Promyishlenny Bank Company Ltd issues promissory notes to customers. As at 31/12/2009 the issued
promissory notes bore interest rates for Russian Roubles up to 11.5% and for Euro and United States Dollar up to 8%
and maturity up to October 2010. These promissory notes were issued at a discount and will be repaid at face value
on their maturity.




4.11.4 Covered bonds of Marfin Egnatia Bank S.A.
On 04/08/2010, MEB, upon approval by the Bank of Greece, issued the third series of (common) covered bonds
amounting to €1 billion, in the context of the existing Scheme for the issuance of (common) covered bonds up
to €3 billion, as in force (Issuance Scheme), while it cancelled the second series of (common) covered bonds up
to €500 million, the issuance of which had been decided on 12/03/2010. To secure any claims by Stock Bond
Holders and by any Insured Creditors in the context of the issuance Scheme, the Bank’s agreement regarding
credit facilities towards MEB is still in force. In the context of the Scheme, on 17/11/2008 MEB issued the first
series of (common) covered stock bonds amounting to €1 billion. The bonds were acquired from MEB at their
issue price, aiming to their redisposition to institutional investors, at any time until their maturity. Until their sale,
stock bonds are used as security to raise capital from the European Central Bank through the Bank of Greece.
The said stock bonds are included in the consolidated intermediary summary account, in the column “Money Due
to other banks”. After the issuance of the third series, the total amount of (common) covered MEB. stock bonds
amounts to €2 billion.




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4.11.5 Securitisation
As at 19/08/2009 the securitisation of bonds and business loans totalling at € 2.3 bn was completed, with an expected
duration of 2.5 years from the date of issue, in accordance with applicable law.

The issue of bonds resulting from securitization was realised by the London based special purpose company under
the name “Synergatis Plc”. The 61.5% of the securitized portfolio, or € 1.4 bn, was given an “Aaa” rating by
Moody’s and was entirely covered by the parent company MPB. The securities classified as “Aaa” are eligible for
refinancing by the ECB. Bonds amounting to € 885.5 million, are held by the Bank and are not presented in “Other
debt liabilities” account.



4.11.6 Senior debt, Loan capital and Equity as at 30/09/2010
The following tables set out senior debt, loan capital and equity data for the years 2007, 2008, 2009, as well as for the
nine month period ended on 30/09/2010.

                                                             UNAUDITED          AUDITED        AUDITED        AUDITED
                                                             30/09/2010        31/12/2009     31/12/2008     31/12/2007
                                                                  € ‘000         € ‘000         € ‘000         € ‘000
Liabilities
Senior Debt
Current                                                          109,298        932,647         18,493         199,915
Non-current                                                      410,508        465,855       1,060,549        773,099
                                                                 519,806       1,398,502      1,079,042        973,014
Loan Capital
Current                                                                    -              -              -              -
Non-current                                                     1,264,143      1,050,501       725,907         604,049
                                                                1,264,143      1,050,501       725,907         604,049
Total senior debt and loan capital                              1,783,949      2,449,003      1,804,949      1,577,063
Equity
Share capital                                                    729,543        720,930        705,607         680,613
Share premium                                                   2,183,304      2,179,146      2,144,141      2,017,708
Reserves                                                         668,421        735,846        580,073         691,274
Non-controlling interests                                        112,670        123,321        139,755          92,623
Total Equity and Non-controlling interests                      3,693,938      3,759,243      3,569,576      3,482,218



Senior debt is unsecured and its rank for payment is the same as the rank for claims of depositors and other creditors
of the Group. Loan capital is unsecured and it ranks for payment after the claims of depositors, other creditors of the
Bank and the senior debt, but it ranks first for payment in respect of claims of the shareholders of the Bank.

There were no significant changes in the senior debt, loan capital and equity of the Bank as at 30/09/2010, up to
the date of this Prospectus, aside from the issue of 123,830,701 new shares, which arose due to the distribution of
dividends in the form of shares of the Bank.




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4.11.7 Capital Structure and Capital Adequacy Ratio
The following table displays the data for the capital structure of the Group.

As part of it’s growth strategy, the Bank regularly follows its capital structure and its needs for new share or loan capital,
based on capital adequacy requirements set by the Central Bank of Cyprus.

According to the Management of the Bank, its working capital is sufficient for its current activities and for the next
twelve months as of the date of this Prospectus.

                                                                                   BASEL ΙΙ                        BASEL Ι
                                                                    30/09/2010      2009            2008            2007
                                                                      € ‘000        € ‘000          € ‘000          € ‘000
Tier 1 Capital
Share capital                                                         729,543       720,930         705,607         680,613
Share premium                                                       2,183,304     2,179,146       2,144,141       2,017,708
Retained earnings (net of foreseeable dividends)                      862,694       784,171         679,336         621,485
Non-controlling interests                                             112,670       123,321         131,631          92,529
Capital securities                                                    737,753       350,757         199,974          80,326
Less: Goodwill and other intangibles
      and prudential filters                                    (1,806,281)      (1,819,944)     (1,909,252)     (1,701,193)
      50% of investments in non-banking subsidiaries and
      investments in companies in the financial sector                (18,524)      (19,449)        (14,728)                 -
      that exceed 10% of their capital
Total qualifying Tier I capital                                     2,801,159     2,318,932       1,936,709       1,791,468

Tier II Capital
Qualifying subordinated loan capital                                  524,956       699,744         525,933         518,619
Revaluation reserves and prudential filters                            57,272        53,765          53,387          48,608
Less: 50% of investments in non-banking subsidiaries and
      investments in companies in the financial sector that           (18,524)      (19,449)        (14,728)                 -
      exceed 10% of their capital
Total qualifying Tier II capital                                      563,704       734,060         564,592         567,227
Less: Investments in insurance undertakings                                                  -               -    (187,010)
Investments in insurance undertakings                                (105,159)      (97,024)        (84,056)                 -

Total regulatory capital                                            3,259,704     2,955,968       2,417,245       2,171,685
Total risk-weighted assets                                      27,582,882       25,621,603      23,915,955      19,438,753




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According to the table above, on 30/09/2010, the total regulatory capital of the Group amounted to €3,260 million
and the total risk-weighted assets ratio amounted to €27,583 million.

The following table lists the capital adequacy ratios for the years 2007, 2008 and 2009 as well as for the nine month
period ended on 30/09/2010.

                                                                     BASEL ΙΙ                                   BASEL Ι
                                                  UNAUDITED
                                                                  UNAUDITED         AUDITED         AUDITED           AUDITED
                                                   30/09/2010
                                                                  30/09/2010       31/12/2009      31/12/2008        31/12/2007
                                                 (PROFORMA)*
Core Tier 1 Capital (amounts in € m)                   2,552           2,063           1,968            1,737              1,711
Core Tier 1 Capital ratio                             9.30%           7.50%            7.70%           7.20%              8.80%
Tier 1 Capital (amounts in € m)                        3,290           2,801           2,319            1,937              1,791
Tier 1 Capital ratio                                 11.90%          10.20%            9.10%           8.10%              9.20%
Total Regulatory Capital (amounts in € m)              3,749           3,260           2,956            2,417              2,172
Capital adequacy ratio                               13.60%          11.80%          11.50%          10.10%               11.20%

* The proforma figures for the nine month results of 2010 have been calculated assuming full coverage of the present share capital
  increase.

According to the table above, on 30/09/2010, the total capital adequacy ratio of the Group, according to Basel II
requirements amounted to 11.8% and the surplus capital adequacy in relation to 8% of the total equity to €1.053
million.


On 17/03/2008 the Board of Directors of the Bank approved the issue of capital securities up to the amount of
€200 million which are included in the Tier I Capital of the Bank (Hybrid Tier I Capital). Capital securities of €116
million that were offered to a limited group of investors i.e. professional investors and individuals who each invested
at least €50,000, were issued on 14/04/2008 at a nominal value of €1,000 each. During the second phase, capital
securities of €84 million that were offered to the general public through a Public Offer, were issued on 30/06/2008 at a
nominal value of €1,000 each. The capital securities of the 1st Tranche paid 6.50% fixed interest rate for the first four
quarters and the capital securities of the 2nd Tranche paid 6.50% fixed interest rate for the first three quarters, and
subsequently a floating rate, which is reviewed on a quarterly basis. The interest rate is equal to the three-month rate
of Euro (Euribor) at the beginning of each quarter plus 1.50% and interest is payable every three months, at 31 March,
30 June, 30 September and 31 December.


On 19/03/2009 the Board of Directors of the Bank approved the issue of capital securities up to the amount of €250
million which are included in the Tier I Capital of the Bank. The issue, which was addressed to a limited group of
individuals, professional investors and individuals who invested at least €50,000 each, was completed on 13/05/2009
and amounted to €242.2 million. The capital securities bear a fixed interest rate of 7% and the interest is payable every
three months.




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In May 2009, Egnatia Finance Plc, subsidiary of MEB issued USD 60 million (€41 million) worth of subordinated
debt under the guarantee of MEB. The issue was in the form of subordinated bonds, maturing in ten years,
with the right to call in the bonds after five years from the issue date, upon written authorisation of the Bank
of Greece. The interest rate is set at 5.5% over their whole duration. Part of the debentures is held by Group
companies.


In July 2009, Egnatia Finance Plc, issued €60 million worth of subordinated debt under the guarantee of MEB. The
issue was in the form of subordinated bonds, maturing in ten years, with the right to call in the bonds after five years
from the issue date, upon written authorisation of the Bank of Greece. The interest rate is set at 6.5% over their whole
duration.


On 30/03/2010 the Board of Directors of the Bank approved the issue of capital securities up to the amount of
€300 million, in one or more tranches, which would be included in the Tier I Capital of the Bank. The first trance,
which was addressed to a limited group of individuals, professional investors and individuals who invested at least
€50,000 each, was completed on 19/05/2010 and amounted to €250.5 million. The second tranche, which was
addressed to the public, was completed on 25/06/2010 and amounted to €45.1 million. The capital securities bear
a fixed interest rate of 7% and the interest is payable every three months. The capital securities were listed on the
Cyprus Stock Exchange on 18/06/2010 and on 03/08/2010, respectively.


In May 2010, upon approval from the Bank of Greece, Egnatia Finance Plc called in and repaid the subordinated bonds
in their totality before their maturity, at an amount of €80 million, according to their terms of issuance and an amount
equal to their nominal value plus accrued interest was paid to the holders of the said bonds.


The following table lists data for the Bank’s net financial debt. No significant change in the amounts has been made
up to the date of this Prospectus.


                                                                  ADJUSTED      ADJUSTED
                               UNAUDITED        AUDITED                                        AUDITED        AUDITED
                                                                   AUDITED       AUDITED
                               30/09/2010      31/12/2009                                     31/12/2007     31/12/2007
                                                                  31/12/2008    31/12/2007
                                 € ‘000          € ‘000                                         € ‘000         £ ‘000
                                                                    € ‘000        € ‘000

Cash                                 178,879      175,047            178,860       149,626       149,626        87,572

Cash equivalent                  1,439,311      1,789,787          1,660,810     1,197,493     1,197,493       700,862

Investments
                                     214,842      156,273            356,919       247,843       247,843       145,056
for trading

Liquidity                        1,833,032      2,121,107          2,196,589     1,594,962     1,594,962       933,490

Current account
                                 7,054,001      7,230,582          7,969,976     7,738,565     7,739,510      4,529,181
receivable

Current bank loan               11,031,726     11,296,465          6,831,298     2,824,737     2,825,082      1,653,245

Current financial loan          11,031,726     11,296,465          6,831,298     2,824,737     2,825,082      1,653,245

Net current
                                 2,144,693      1,944,776         (3,335,267)   (6,508,790)   (6,509,391)   (3,809,426)
financial debt

Long-term loans                      110,328      107,058             50,400        84,552        84,562        49,486




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                                                                   ADJUSTED      ADJUSTED
                                UNAUDITED       AUDITED                                         AUDITED         AUDITED
                                                                    AUDITED       AUDITED
                                30/09/2010     31/12/2009                                      31/12/2007      31/12/2007
                                                                   31/12/2008    31/12/2007
                                  € ‘000         € ‘000                                          € ‘000          £ ‘000
                                                                     € ‘000        € ‘000

Issued debt securities            1,674,651      1,516,356          1,786,456     1,377,148       1,377,316      806,009

Long-term financial debt          1,784,979      1,623,414          1,836,856     1,461,700       1,461,879      855,495

Net financial debt                3,929,672      3,568,190         (1,498,411)   (5,047,090)   (5,047,512)    (2,953,931)




4.11.8 Capital Resources
The Bank’s activities are primarily funded through its equity and through client deposits (sight, savings and term
deposits). Furthermore, the Bank resorts to the interbank market for the payment of its direct obligations (mainly client
deposits and in general immediately due obligations), as well as to mid-term borrowing through the issue of debentures
(loan securitizations, covered bonds and notes), in order to fund the growth of its activities.


Additionally, the Bank used its ability to draw liquidity from the European Central Bank, by using special government
securities which have been issued by the Republic of Cyprus for the purpose of supporting the liquidity of the Cypriot
financial system.


Since 2010, the reduced access to interbank and capital markets, which affects all peripheral banks, have led the Bank
to utilise European Central Bank repurchase agreements, in order to draw funding. As a response to the global financial
crisis, ECB has extended significantly the range of repurchase agreements, thus allowing the full performance of all the
offers, instead of the fixed duration auction procedure, by extending the duration of the repurchase agreements and
by broadening the types of accepted collaterals. Even though it has begun to normalize the function of its repurchase
agreements, ECB continues to provide unlimited access to short-term repurchase agreements, including 3-month
agreements.


On 30/09/2010, net funding from ECB amounted to €7.06 billion, while the funding from the interbank market
amounted to €3.97 billion. The respective funding on 31/12/2009 amounted to €5.99 billion and €4.48 billion.
On 30/09/2010, the additional funding resources of the Bank from own issuances and borrowing amounted to
€1.78 billion.



4.11.9 Origin and Use of Cash Flows
Data on Group’s cash flows for the years 2007, 2008 and 2009 are presented below, in accordance with the annual
audited consolidated financial statements for the reporting years, as well as for the period ended on 30/09/2010, in
accordance with the interim unaudited consolidated financial statements for the said period.




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                                                                    30/09/2010     31/12/2009      31/12/2008    31/12/2007
CASH FLOWS
                                                                      € '000          € '000          € '000       € '000
Net cash from/(used in) operating activities                         (334,114)       (408,533)      2,532,899      849,790
Net cash (used in)/from investing activities                          679,032      (1,251,073)     (2,213,974)    (792,785)
Net cash from/(used in) financing activities                         (765,249)        644,569         (13,554)     329,218
Effect of exchange rate change on cash and cash equivalents             6,464                  0        1,578      (39,665)
Net decrease in cash and cash equivalents                           (413,867)      (1,015,037)        306,949      346,558




                                                                    30/09/2010     31/12/2009      31/12/2008    31/12/2007
CASH AND CASH EQUIVALENTS
                                                                      € '000          € '000          € '000       € '000
Cash and non-restricted balances with Central Banks                   360,676       1,516,497       1,298,418      487,956
Due from other banks-up to three months                             3,495,770       2,753,816       3,985,354     4,530,110
Effect of exchange rate change on cash and cash equivalents                    0               0        1,578      (39,665)
                                                                    3,856,446       4,270,313       5,285,350     4,978,401




Analysis of Financing Activities
In May 2007, upon approval regarding the increase in the size of the EMTN Programme, from €1 billion to €3
billions, the Bank issued successfully debentures amounting to €750 million in 2010, for which the interest was
paid quarterly with interest rate amounted to the three-month rate of Euro (Euribor) plus 0.29%. In May 2009,
the Bank repurchased and cancelled bonds amounting to €100 million. In May 2010, the bonds matured and
the Bank repaid the rest of the debentures amounting to €650 million according to their terms of issuance and
amount equal to their nominal value plus accrued interest was paid to the holders of the said debentures. Part of
the debentures was held by Group companies.

Moreover, in May 2007, Egnatia Leasing S.A., (which was renamed to Marfin Leasing S.A. after its merger by
absorption with Laiki Leasing S.A. in July 2007), a subsidiary company of Marfin Egnatia Bank S.A., redeemed
debentures of €22.5 million, which had been issued in November 2004. The said debentures amounted to €40.0
million, €4.0 million of which had been redeemed in November 2006. The rest €13.5 million were redeemed in
November 2007.

Furthermore, in May 2007, the Bank paid out dividend amounting to €245 million.

In July 2007, the Bank repaid the debentures it had issued in July 2004, in accordance with their issuance. These
debentures amounted to €300 million.

In December 2007, MEB issued three year debentures amounting to €50 million. These debentures mature in December
2010; Interest is payable monthly, quarterly or semi-annually, depending on the decision of MEB, and with an interest
rate of Euribor for the respective period plus 0.25%.




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In March 2008, MEB issued a €50 million three-year bond loan (Schuldschein) due in March 2011. Interest is payable
semi-annually, with an interest rate of Euribor plus 0.25%. All or part of these debentures can be repurchased earlier
following a decision of MEB.

In April 2008, the Bank issued capital securities amounting to €116 million, which were addressed to a limited group
of individuals, professional investors and individuals who have invested an amount equal or higher to €50,000 million
each. In the second phase, capital securities amounting to €84 million were offered to the public through a Public Offer
and were issued on 30/06/2008.

The capital securities issued in June 2003, totalling €85 million (CP 50 million), were repaid in accordance to the terms
of their issuance, on 27/06/2008, at the nominal value plus accrued interest. For the period from 31/03/2008 through
to 26/06/2008, these securities bore interest rate of 5.20%.


On June 2008, a dividend amounting to €278.8 million was paid out. Part of the dividend amounting to €155.1 million
has been reinvested in shares of the Bank.


On 11/08/2008, the three year debentures amounting to €200 million issued by Egnatia Finance Plc, in August 2005,
were repaid, and the amount paid to the holders included nominal value and accrued interest.


In September 2008, MEB issued a two year syndicated loan of €250 million due in September 2010. Interest is paid
every three months, with the three-month rate of Euro (Euribor) plus 0.60%. The loan or part of it can be repurchased
prior to expiry after decision of MEB.


Rossiysky Promyishlenny Bank issues promissory notes to customers. During the year it has issued notes amounting
to €147 million and repaid notes of €157 million, including notes of €61 million, arising from the acquisition of the
company. They were issued at a discount with interest rates ranging from 0% to 17.98% for Russian Roubles, from
5.50% to 10.47% for Euro and from 0% to 10.47% for United States Dollar and will be paid at nominal value.


In March 2009, Egnatia Finance Plc, subsidiary company of MEB, issued €10 million worth of debentures due in
2010. The debentures are repayable within one year from their issue and pay interest every six months. The interest
rate was set at 12%. In March 2009, the debentures matured and Egnatia Finance Plc, paid for the debentures
their total amount of €10 million, according to the terms of their issuance, and an amount equal to their nominal
value plus accrued interests was paid to their holders. Part of the debentures was held by Group companies.


In May 2009, Egnatia Finance Plc, subsidiary company of Marfin Egnatia Bank S.A., issued subordinated debt of USD
60 million (€41 million), maturing in ten years. The interest rate is set at 5.5%. Part of the debentures is held by Group
companies.


In May 2009, the Bank issued capital securities of €242 million, which bear fixed interest rate set at 7%.


In May 2009, the Bank repurchased and cancelled bonds amounting to €100 million which were issued in May 2007,
through the EMTN Programme.




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In June 2009 a dividend of €124.5 million was paid out. Part of the dividend amounting to €27.6 million has been
reinvested in shares of the Bank.


In July 2009, Egnatia Finance Plc issued subordinated debt of €60 million, maturing in ten years. The interest rate is
set at 6.5%.


In September 2009, Egnatia Finance Plc issued USD 30 million (€21 million) worth of debentures due in 2013. The
debentures are repayable within four years from their issue and pay interest quarterly. The interest rate is set at the
three-month rate of the United States Dollar. Part of the debentures is held by Group companies.


In September 2009, the Bank issued €500 million debentures due in 2012. The debentures are repayable within
three years from their issue and pay interest annually, on 21 September. The interest rate is set at 4.375%. Part of the
debentures is held by Group companies.


In November 2009, the Bank issued €25 million worth of debentures due in 2014. The debentures are repayable within
five years from their issue and pay interest annually, on 20 November. The interest rate is set at 4.35%. Part of the
debentures is held by Group companies.


In March 2010, the debentures of Egnatia Finance Plc (2009/2010) matured and Egnatia Finance Plc repaid the total
amount of the debentures, of €10 million, according to the terms of their issuance, and an amount equal to their
nominal value plus accrued interests was paid to their holders. Part of the debentures was held by Group companies.


In May and June 2010, the Bank completed the issuance of capital securities in Cyprus, amounting to €295.6 million.


In May 2010, the debentures of Marfin Popular Bank Public Co Ltd (2007/2010) matured and the Bank repaid the
rest of the debentures amounting to €650 million according to their terms of issuance and an amount equal to their
nominal value plus accrued interests was paid to their holders. Part of the debentures was held by Group companies.


In May 2010, upon approval from the Bank of Greece, Egnatia Finance Plc called in and repaid in full the debentures
before their maturity, at an amount of €80 million, according to their terms of issuance and an amount equal to their
nominal value plus accrued interests was paid to their holders.


In June 2010, a dividend of €53.8 million was paid out by the Bank.


In September 2010, the two year syndicated loan of MEB (2008/2010) amounting to €250 million matured and MEB
repaid it according to its terms of issuance.




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4.12 Risk Management
4.12.1 Risk Management Policies
The Group, due to its activities, is exposed to risks that may have an adverse affect on its results and goals. The Group
monitors the risks stemming from its operations, in order to minimize them and to avoid the concentration of excessive
risks, setting clear acceptable limits to risk undertaking, while taking into consideration the directives and supervisory
requirements set out by the Basel Committee and the Central Bank of Cyprus.


The Group has developed policies and procedures –approved by the Board of Directors– regarding risk, risk monitoring
and management, and setting the applicable maximum acceptable limits according to its Business Strategy. The aim is
to protect profitability, capital adequacy, and to maximize the risk/return in the course of its business.


The Board of Directors has established the Risk Management Committee (RMC), which acts on a Group level
and monitors all of the Group’s operations, with the aim of identifying, evaluating and managing all principal
business risks. The Committee ensures that systems, policies and procedures for managing risks are in place,
and informs the Board of Directors of the existence of such substantial risks. At the same time, the Group
Market Risk Committee has been established, in order to approve limits, policies and methodologies regarding
market risk.


The Group Assets and Liabilities Committee (GALCO) plays an important role in the management of credit, market
and liquidity risks. GALCO meets on a monthly basis, examines the latest market developments and the level of risk
undertaken, and sets the strategy for the implementation of medium-term objectives. Each Group subsidiary has its
own local Assets and Liabilities Committee (ALCO), which also meets on a monthly basis.


Risk Management Committee
The Group’s BoD has assigned to the RMC the responsibility of coverig, managing, and integrated categories control
of all risks. Furthermore, the Committee is responsible for the necessary coordination of risk management issues at a
Group level.


The Committee consists of BoD members with adequate knowledge and experience with regards to risk management.
The Committee’s meetings take place on a quarterly basis or whenever deemed necessary.


The Committee’s goal is to ensure the implementation of policies and procedures, and that adequate systems have
been established to handle risks that arise by the Group’s activities.


The RMC’s principal duties and responsibilities are the following:


• Setting the strategy with regards to undertaking all forms of risks in line with the Group’s business objectives,

• Ensure the adequacy of available resources in terms of technical capacity and personnel,




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• Oversees the development of internal risk management system and wide its integration in the business decision
  making procedure of the Group’s entire activities / units, including decisions that concern the introduction of
  new products and services, the risk-adjusted pricing of products and services, as well as the return and allocation
  of capital in line with risk exposure

• Approval of credit policies, following evaluation by the Risk Management Division and submission to the BoD for final
 approval,

• Define principles that govern the management of risks as to their identification, provision, measurement, monitoring,
 control and handling, in line with the existing business strategy and available capacity,

• Evaluation of submitted RMD reports every quarter,

• Inform the BoD with regards to the most important risks undertaken by the Bank and confirm that they are being
 effectively managed,

• Annual evaluation of the adequacy and effectiveness of the Group’s risk management policy, compliance to the set
 level of risk appetite, the suitability of limits, the adequacy of provisions and in general the capital equity with respect
 to the level and form of undertaken risks, on the basis of the RMD’s annual report and the respective extract from
 the Internal Audit report,

• Provision for the performance of, at a minimum, annual stress tests for market, credit, liquidity risks and relevant tests
 for operational risk,

• Propose and recommend corrective actions to the BoD in case a weakness has been identified, which in turn hinders
 or necessitates a deviation in the implementation of the Bank’s risk management strategy Recommendation to the
 BoD to with regards to the candidate who will Head the RMD and relevant notification it to the Central Bank,

• Submission for BoD approval of an organisational structure framework that governs the Internal Capital Adequacy
 Assessment Procedure (ICAAP),

• Evaluation and opinion on the ICAAP and recommendation of an ICAAP document for BoD approval.

• Evaluation and recommendation to the BoD with regards to therisk appetite level,

• Ensure that the Group’s risk profile is in line with its business strategy, as well as its financial and capital planning.


Risk Management Division
The Risk Management Division holds a central role in the Group’s risk management and is organised in such a way as
to ensure its independence from Divisions with executive authorities as well as from Units responsible for executing or
booking transactions.


In order to improve the implementation of its responsibilities, the Division has access to all activities and units as
well as to all data and information of the Bank and Group subsidiaries, necessary for the performance of its duties.
Furthermore, the Division is subject to audits by the Internal Audit Division, as to the adequacy and effectiveness of its
risk management procedures.




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Group Risk Management Strategy
The Group’s strategy regarding risk management sets basic risk management principles and goals, thus providing risk
management guidelines to the Group’s Management and personnel.


This strategy is applied on a group level and is adjusted when changes arise in the Group’s business strategy as well as
to changes in its internal and external environment.


The principal objectives of the risk management framework, as set out by the MPB Group, are the following:


• To define the main types of risk as well as which of the Group’s activities are exposed to these risks,

• To minimise annual losses which result from the Group’s exposure toh significant risks, through the proper risk
 management,

• To development appropriate risk management methodologies,

• To set adequate systems which allow for effective risk management,

• Annual review of the risk management framework by the Management,

• Alignment of the Group’s strategic goals with the risks undertaken by the Business Units.



4.12.2 Foreign Exchange Risk
Foreign Exchange risk is the risk arising from changes in exchange rates, which cause fluctuations in the value of
financial instruments as well as in the value of assets and liabilities.


The following table summarises the Group’s exposure to foreign exchange risk. This table includes the Group’s
assets and liabilities at carrying amounts, categorised by currency. The table also presents the nominal amount of
foreign exchange derivatives, which are used to hedge the Group’s exposure to currency movements, categorised
by currency.




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                                                      DOLLARS      POUND       DOLLARS       OTHER
2009                                       EURO                                                            TOTAL
                                                          US      STERLING    AUSTRALIAN   CURRENCIES
ASSETS                                     € ‘000                                                          € ‘000
                                                        € ‘000      € ‘000      € ‘000       € ‘000
Cash and balances with Central Banks      1,803,372      18,988      16,248       7,554      118,672      1,964,834
Due from other banks                        988,392   1,977,720     302,123      35,856      143,037      3,447,128
Financial Assets
Fair value through profit or loss           125,692     108,772      3,808         145             18       238,435
Advances to customers                    19,997,241   2,516,024    897,531     473,341      1,198,026    25,082,163
Debt securities lending                   3,288,066     107,002          -           -              -     3,395,068
Financial assets
Available-for-sale                        2,977,450    436,841     131,118           -        19,484      3,564,893
Financial Assets held to maturity         1,200,061     21,578           -      93,377        66,314      1,381,330
Other assets                                566,904     20,535       2,852       3,360        48,867        642,518
Investments in associates                   111,066      2,005           -           -             -        113,071
Intangible assets                         1,628,131          -         425         423        17,863      1,646,842
Investment property                          56,956          -           -           -           670         57,626
Property and equipment                      257,934          -       9,305       2,368        24,848        294,455

Total assets                             33,001,265   5,209,465   1,363,410    616,424      1,637,799    41,828,363

Liabilities
Due to other banks                        9,804,905     438,511     174,941     32,845        19,674     10,470,876
Customer deposits                        16,945,329   4,709,019   1,026,454    687,802       517,172     23,885,776
Senior debt                               1,377,832      20,403           -          -           267      1,398,502
Loan capital                              1,006,953      43,548           -          -             -      1,050,501
Other liabilities                           886,980      54,274      15,097     10,024        42,071      1,008,446
Retirement benefit obligations              253,673           -       1,346          -             -        255,019
                                         30,275,672   5,265,755   1,217,838    730,671       579,184     38,069,120
Non-controlling interests                   102,601           -           -          -        20,720        123,321
Equity                                    3,352,547          19      13,121     60,536       209,699      3,635,922

Total equity and liabilities             33,730,820   5,265,774   1,230,959    791,207       809,603     41,828,363

Net on-balance sheet position             (729,555)    (56,309)    132,451    (174,783)      828,196

Net notional position of derivative
                                           865,344      63,678    (131,832)    126,353      (923,543)
financial instruments

Net currency position                      135,789       7,369         619     (48,430)      (95,347)

Off-balance sheet items
Acceptances                                  87,103      2,504       1,180           -         5,462         96,249
Guarantees                                1,284,058     40,735      13,908       9,353        47,429      1,395,483
Amount of unutilised credit facilities       97,722      1,163      27,432      28,152        31,637        186,106
Total off-balance sheet                   1,468,883     44,402      42,520      37,505        84,528      1,677,838




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                                                      DOLLARS      POUND       DOLLARS         OTHER
2008                                       EURO                                                              TOTAL
                                                         US       STERLING    AUSTRALIAN     CURRENCIES
ASSETS                                     € ‘000                                                            € ‘000
                                                       € ‘000       € ‘000      € ‘000         € ‘000
2008
Total assets                             29,161,743   5,515,455   1,412,232    462,238        1,815,484    38,367,152
Total equity and liabilities             29,076,691   6,519,477   1,218,195    624,034         928,755     38,367,152

Net on-balance sheet position               85,052 (1,004,022)     194,037    (161,796)        886,729
 Net notional position of derivative
                                          (153,404)   1,075,742   (246,471)    161,893        (837,760)
 financial instruments
Net currency position                      (68,352)     71,720     (52,434)          97          48,969

Off-balance sheet items
Acceptances                                111,014       4,247         701            -           4,784       120,746
Guarantees                                 999,856      97,530      14,535       14,630          59,667     1,186,218
Amount of unutilised credit facilities      83,025         103      37,262       20,098          73,864       214,352
Total off-balance sheet                   1,193,895    101,880      52,498       34,728        138,315      1,521,316




4.12.3 Interest Rate Risk
Interest rate risk is the risk, exposed to by the Group, which arises through the decrease in value of its financial
instruments and net income from interest, due to adverse changes in market interest rates.

The following table summarises the Group’s exposure to interest rate risk. The table includes the Group’s assets and
liabilities at carrying amounts, categorised by the contractual repricing date for floating rate items and the maturity
date for fixed rate items. The tables also present the nominal amount of interest rate derivatives, which are used to
reduce the Group’s exposure to interest rate movements.




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                                               OVER 1      OVER 3         OVER 1
                                               MONTH      MONTHS           YEAR                         NON-
                                   UP TO                                                 OVER
                                              BUT LESS    BUT LESS       BUT LESS                     INTEREST        TOTAL
2009                             1 MONTH                                                5 YEARS
                                                THAN       THAN 1         THAN                        BEARING         € ‘000
                                   € ‘000                                                € ‘000
                                              3 MONTH       YEAR         5 YEARS                        € ‘000
                                               € ‘000 S     € ‘000        € ‘000
Assets
Cash and balances with Central
                                  1,782,459       4,641          2,687              -             -     175,047       1,964,834
Banks
Due from other banks              2,448,441    572,371       391,246        10,000                -      25,070       3,447,128
Financial Assets at fair value
                                    22,958       17,852          1,094      15,352         1,996        179,183        238,435
through profit or loss
Advances to customers            16,664,713   3,974,773    1,893,261     1,602,662       946,754                 -   25,082,163
Debt securities lending            155,128    1,800,148       97,783       330,010      1,011,999                -    3,395,068
Financial Assets available for
                                   332,768     717,447       227,595       838,029      1,155,922       293,132       3,564,893
sale
Financial Assets held to
                                   561,373     454,077       163,688       132,414        69,778                 -    1,381,330
maturity
Other assets                        41,745       54,472           172       12,651                -     533,478        642,518
Investments in associates                 -           -              -              -             -     113,071        113,071
Intangible assets                         -           -              -              -             -   1,646,842       1,646,842
Investment property                       -           -              -              -             -      57,626         57,626
Property and equipment                    -           -              -              -             -     294,455        294,455

Total assets                     22,009,585   7,595,781    2,777,526     2,941,118      3,186,449     3,317,904      41,828,363

Liabilities
Due to other banks                4,184,695   1,683,173    4,585,100                -             -      17,908      10,470,876
Customer deposits                13,177,754   4,664,829    5,321,098       354,943        44,713        322,439      23,885,776
Senior debt                         73,091     915,846           9,100     400,465                -              -    1,398,502
Loan capital                       175,138     866,953               -       8,410                -              -    1,050,501
Other liabilities                   14,665         417            237         171            436        992,520       1,008,446
Retirement benefit obligations            -           -              -              -             -     255,019        255,019

Total liabilities                17,625,343   8,131,218    9,915,535       763,989        45,149      1,587,886      38,069,120

Net on-balance sheet
                                  4,384,242   (535,437)   (7,138,009)    2,177,129      3,141,300
position

Net notional position
of derivative financial           1,120,626   2,347,064    1,412,909 (2,841,064) (2,039,535)
instruments

Net interest sensitivity gap      5,504,868   1,811,627   (5,725,100)    (663,935)      1,101,765




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                                                   OVER 1      OVER 3        OVER 1
                                                   MONTH      MONTHS          YEAR                      NON-
                                   UP TO                                                 OVER
                                                  BUT LESS    BUT LESS      BUT LESS                  INTEREST      TOTAL
2008                             1 MONTH                                                5 YEARS
                                                    THAN       THAN 1        THAN                     BEARING       € ‘000
                                   € ‘000                                                € ‘000
                                                  3 MONTH       YEAR        5 YEARS                     € ‘000
                                                   € ‘000 S     € ‘000       € ‘000
Assets
Cash and balances with Central
                                  1,645,234          15,422          154            -             -    178,860     1,839,670
Banks
Due from other banks              2,991,670       1,034,332    277,335              -             -     50,844     4,354,181
Financial Assets at fair value
                                     97,896          57,765         6,224      8,498       3,687       182,849      356,919
through profit or loss
Advances to customers            15,625,661       2,832,464   2,074,257     2,023,309    865,873         5,662    23,427,226
Debt securities lending             120,936         372,354     14,546        74,154     356,305              -     938,295
Financial Assets available for
                                    676,898       1,322,626    175,688       256,087     888,616       286,258     3,606,173
sale
Financial Assets held to
                                    452,191         363,408    112,505       153,094      82,838              -    1,164,036
maturity
Other assets                         86,280          20,471          426         620          55       512,667      620,519
Investments in associates                     -           -             -           -             -     99,473       99,473
Intangible assets                             -           -             -           -             -   1,642,983    1,642,983
Investment property                           -           -             -           -             -     42,819       42,819
Property and equipment                        -           -             -           -             -    274,858      274,858

Total assets                     21,696,766       6,018,842   2,661,135     2,515,762   2,197,374     3,277,273   38,367,152

Liabilities
Due to other banks                5,430,151       1,024,907    352,031        50,000              -      6,116     6,863,205
Customer deposits                13,980,604       4,786,087   5,533,968      255,865      53,148       218,597    24,828,269
Senior debt                          50,806         996,086         5,499     26,651              -           -    1,079,042
Loan capital                            231         717,136             -           -      8,540              -     725,907
Other liabilities                     2,526             437          116         185         336      1,068,836    1,072,436
Retirement benefit obligations                -           -             -           -             -    228,717      228,717

Total liabilities                19,464,318       7,524,653   5,891,614      332,701      62,024      1,522,266   34,797,576

Net on-balance sheet
                                  2,232,448 (1,505,811) (3,230,479)         2,183,061   2,135,350
position
Net notional position
of derivative financial           1,044,354         638,853   1,455,001 (2,041,373) (1,096,835)
instruments
Net interest sensitivity gap      3,276,802       (866,958) (1,775,478)      141,688    1,038,515



4.12.4 Equity Risk
Equity risk arises from adverse changes in equity as well as from changes in values of equity derivatives and financial
indexes owned by the Group.

The table below indicates how the profit before tax and equity before tax of the Group will be affected from a change
in the price of the equity securities held.



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                                                                                                 DESIGNATED AT FAIR VALUE
                                AVAILABLE-FOR-SALE                HELD-FOR-TRADING               THROUGH PROFIT OR LOSS
                                                                                                       AT INCEPTION
                                                                                                           CHANGE IN
                                   CHANGE IN                          CHANGE IN
                                                                                                            INDEX OR      IMPACT
                                    INDEX OR     IMPACT                INDEX OR
                                                                                    IMPACT ON             UNDERLYING     ON PROFIT
                         POSITION UNDERLYING ON EQUITY      POSITION UNDERLYING                 POSITION
                                                                                  PROFIT BEFORE            VARIABLES      BEFORE
                          € ‘000   VARIABLES   BEFORE TAX    € ‘000   VARIABLES                  € ‘000
                                                                                     TAX € ‘000          FOR UNLISTED       TAX
                                  FOR UNLISTED    € ‘000             FOR UNLISTED
                                                                                                           SECURITIES      € ‘000
                                   SECURITIES                         SECURITIES
                                                                                                              € ‘000
2009
Equity securities and
funds
Listed on the Cyprus
                            14,220      25.00%    3,555        2,335      25.00%        584           -           -              -
Stock Exchange
Listed on Athens
                            99,306      25.00%   24,827      36,423       25.00%      9,106           -           -              -
Exchange
Listed on other Stock
                             8,012      15.00%    1,202         625       15.00%         94           -           -              -
Exchanges
Not listed                171,594       30.00%   51,478        1,356      30.00%        407     82,162       30.00%        24,649
Total                     293,132                81,062      40,739                  10,191     82,162                     24,649

2008
Equity securities and
funds
Listed on the Cyprus
Stock Exchange              12,149      25.00%    3,037        3,691      25.00%        923           -           -              -
Listed on
Athens Exchange           131,287       25.00%   32,822      19,846       25.00%      4,961           -           -              -
Listed on other Stock
                            10,104      15.00%    1,516           7       15.00%            1         -           -              -
Exchanges
Not listed                132,419       30.00%   39,726      84,872       30.00%     25,462           -           -              -
Total                     285,959                77,101     108,416                  31,347           -                          -




4.12.5 Market Risk for the Trading and Available for Sale (AFS) Portfolio
The Group calculates on a daily basis the Value at Risk (VaR) for the trading and available-for-sale portfolios, in order to
effectively manage market risk.

The following table presents the Group’s VaR for the nine-month period of 31/12/2009 to 30/09/2010:

                                                                                    VaR
€ ‘000                                                        TOTAL VaR                          EQUITY Var             FX Var
                                                                               INTEREST RATE
31/12/2009                                                        7,031             6,332            2,451               258
30/09/2010                                                        5,412             4,413            3,765               454
Average of nine-month period (daily values)                      19,061            15,925            4,151               286




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The Group subsidiary with the greatest exposure to market risk is Marfin Egnatia Bank. The following table presents the
Value at Risk for Marfin Egnatia Bank for the nine-month period of 31/12/2009 to 30/09/2010:

                                                                             VaR
€ ‘000                                                   TOTAL VaR                        EQUITY Var          FX Var
                                                                        INTEREST RATE
31/12/2009                                                     4,617          3,665           2,378            218
30/09/2010                                                     4,464          3,470           2,595            386
Average of nine-month period (daily values)                  15,387          12,907           2,495            251

It should be noted that the Group as of the end of 2009, has upgraded to the Maximum Possible Loss calculation model,
and therefore it is not deemed necessary to present the data of previous periods as they are not directly comparable.


Limitations of the VaR Methodology
• The use of variances and covariances as a measure of predicting future behaviour of risk factors may prove to be
 inadequate in times of intense financial market volatility.

• The one day holding period, for calculating VaR, entails that the Group can liquidate its entire portfolio within one
 day. However, this assumption may underestimate the market risk in periods of inadequate financial market liquidity
 or in cases where certain assets in the Group’s portfolio cannot be liquidated easily.

• VaR refers to reasonable losses to the Group’s portfolio for a 99% confidence level, without taking into consideration
 the losses beyond that level.

• All the calculations are based on the Group’s end of the day open positions, ignoring risk fluctuations during the day
 and the losses incurred (if any).

• VaR estimates are based on incremental price changes of the risk factors. For larger increments the methodology
 would not take into account the impact on portfolio prices.

• VaR makes the assumption that the returns of individual risk factors follow a normal distribution. In case the normality
 assumption does not hold, the possibility of extreme market changes could be underestimated.



4.12.6 Liquidity risk
Liquidity risk is the risk which arises when the Group does not have sufficient funding available to meet its obligations,
or that it can only secure such funding at excessive cost.

The following liquidity tables analyse the financial assets and liabilities of the Group into relevant periods based on
the remaining period from the balance sheet date to the contractual maturity date with the exemption of some cases
where empirical asset behaviour has been taken into account (i.e. all eligible with European Central Bank pledged
assets are considered liquid and placed at the “Within 1 month” maturity period). The amounts disclosed in the tables
are the contractual undiscounted cash flows and hence differ from the carrying amounts disclosed on the consolidated
balance sheet.




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Non-derivative cash flows

                                                        OVER 1      OVER 3       OVER 1
                                                        MONTH      MONTHS         YEAR
                                           UP TO                                              OVER
                                                       BUT LESS    BUT LESS     BUT LESS                      TOTAL
                                         1 MONTH                                             5 YEARS
                                                         THAN       THAN 1       THAN 5                       € ‘000
                                           € ‘000                                             € ‘000
                                                      3 MONTHS       YEAR        YEARS
                                                        € ‘000       € ‘000       € ‘000
2009
Financial Assets
Cash and balances with Central Banks      1,951,457       4,804        6,118           -         7,326       1,969,705
Due to other banks                        2,141,909     597,284      553,060     160,265            47       3,452,565
Financial Assets at fair value through
                                            79,516       85,864       32,071      38,013        8,145         243,609
profit or loss
Advances to customers                     5,754,736     738,238     2,128,834   7,807,390   14,577,015      31,006,213
Debt securities lending                     369,946      39,588     1,868,887     759,652      981,334       4,019,407
Financial Assets available for sale         694,180     447,393     1,030,492     962,367    1,015,337       4,149,769
Held-to-maturity financial assets           203,468     409,223       655,797     103,574      108,963       1,481,025
                                         11,195,212   2,322,394     6,275,259   9,831,261   16,698,167      46,322,293

Financial liabilities
Due to other banks                        3,305,192   1,360,145     5,761,004       2,237     102,649       10,531,227
Customer deposits                        12,876,600   5,287,652     5,456,715     306,014     107,466       24,034,447
Senior debt                                   2,007      17,254       939,462     498,698           -        1,457,421
Loan capital                                  1,814       7,117        21,598     981,552     175,138        1,187,219
                                         16,185,613   6,672,168    12,178,779   1,788,501     385,253       37,210,314

Off-balance sheet items
Acceptances                                  96,249            -            -           -              -        96,249
Guarantees                                1,395,483            -            -           -              -     1,395,483
Amount of unutilised credit facilities      186,106            -            -           -              -       186,106
                                          1,677,838            -            -           -              -     1,677,838




                                                        OVER 1      OVER 3       OVER 1
                                                        MONTH      MONTHS         YEAR
                                           UP TO                                              OVER
                                                       BUT LESS    BUT LESS     BUT LESS                      TOTAL
                                         1 MONTH                                             5 YEARS
                                                         THAN       THAN 1       THAN 5                       € ‘000
                                           € ‘000                                             € ‘000
                                                      3 MONTHS       YEAR        YEARS
                                                        € ‘000       € ‘000       € ‘000
2008
Financial liabilities
Due to other banks                        5,322,311   1,149,711       364,058      50,388           -        6,886,468
Customer deposits                        13,234,980   5,673,096     5,846,263     217,848     112,010       25,084,197
Senior debt                                   1,946      23,607        38,757   1,091,874           -        1,156,184
Loan capital                                  1,517       9,588        25,675     132,692     822,394          991,866
                                         18,560,754   6,856,002     6,274,753   1,492,802     934,404       34,118,715

Off-balance sheet items
Acceptances                                 120,746            -            -           -              -       120,746
Guarantees                                1,186,218            -            -           -              -     1,186,218
Amount of unutilised credit facilities      214,352            -            -           -              -       214,352
                                          1,521,316            -            -           -              -     1,521,316




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Assets available to meet all of the liabilities and to cover outstanding loan commitments include cash and balances with
Central Banks, treasury and other eligible bills due from other banks and advances to customers. The Group would also
be able to meet unexpected net cash outflows by selling securities and accessing additional funding sources.


Derivative Cash Flows
The following liquidity tables analyse the cash flows arising from the Group’s financial liabilities from derivatives,
into relevant periods based on the remaining period from the balance sheet date to the contractual maturity date.
The amounts disclosed in the tables are the contractual undiscounted cash flows and hence differ from the carrying
amounts disclosed on the consolidated balance sheet.



4.12.7 Operational risk
Operational Risk is the risk of damage or loss resulting from:

• inadequate or failed internal procedures, including lack of sufficient procedures or incorrectly applied procedures
• human errors, including intentional omissions and internal fraud
• systems (mainly IT Systems)
• external events, including physical damage, theft and fraud.


Operational Risk includes Legal Risk.


The above definition is based on the respective definition given by the Basel II Accord. This definition does not include
strategic risk, reputation risk or other risks that lead to indirect consequences or opportunity cost. However, these risks
are seriously considered in the Operational Risk management procedures listed below, due to their significant potential
impact on the Group.


In January 2008, the Group implemented an Operational Risk Management Framework, the introduction of which
arises from provisions of the EU Capital Requirements Directive, which was incorporated by the Cypriot legislative and
regulatory framework (Directive by the Central Bank of Cyprus – December 2006), and it adopts to a great extent the
principles of the Basel II Accord on matters of Operational Risk management. The Framework is designed to cover all
the qualitative and quantitative criteria in order to adopt the Standardised Approach in accordance with Basel II for the
calculation of capital requirement given Operational Risk.


The Group’s Management places emphasis on identification of operational risks, proper monitoring and makes effort
to limit them by different means, such as adopting and strengthening internal procedures and controls, insurance etc.


In particular, the Group Operational Risk Management policy is based on the following procedures:

• Risk Identification and Assessment (through the Risk and Control Self-Assessment procedure)
• Handling / managing risks and determining action plans that aim at eliminating or reducing identified risks
• Collection of Operational loss events (Operational Loss Database)
• Creation of Key Risk Indicators (KRIs)
• Information


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The Operational Risk Management Framework, and as a result the Operational Risk Management policy is already fully
implemented by the Bank and its subsidiary in Greece. It has also been adopted by 5 major subsidiaries of the Bank
abroad. The primary objective for all of the Bank’s subsidiaries is for the Operational Risk Management Framework to
be fully aligned with the local regulatory and supervisory framework.



4.12.8 Credit Risk Management
The credit risk management covers a wide range of responsibilities starting with the stage of undertaking credit
risk, moving on to the stage of credit risk management of the loan portfolio, and ending with the collection
stage.


Credit risk management methodologies are adjusted to reflect the changing financial environment. The various credit
risk assessment methods used are revised annually, or whenever deemed necessary, and are adjusted in order to be in
line with the Group’s overall strategy and objectives.


The guidelines for setting credit policy are determined subject to a number of sectoral and sub-sectoral analyses in
conjunction to financial projections and the results of stress tests for extreme but possible scenarios. Credit policy is
revised on a regular basis.


Credit facility approval limits have been established to minimise credit risk. The borrower’s creditworthiness,
the collateral and guarantess offered (that reduce the Group’s exposure to credit risk), as well as the type and
duration of the credit facility are all taken into account. The monitoring of counterparty creditworthiness and
credit exposure, given the respective approved limits, is performed on a regular basis with the help of internal
rating systems for credit lending. Moreover, the responsibilities and functions of the various units involved in the
credit and loan process have been segragated to guarantee objectivity, independence and control over new and
existing loans.


Any concentration is continuously analysed and monitored, so as to limit potential large exposures and risky
concentrations, to remain in line with the applicable limits set out by credit policy, and to reduce the possibility of
revenue variance.


Balancing risk/return is of vital importance to the Group results. This ratio is analysed on a customer and product level
through a system for measuring profitability and setting pricing policy, which was developed with the purpose of taking
into consideration the level of risk undertaken as well as expected revenue.


Furthermore, within the framework of the credit risk management policy, stress testing is used to assess the impact of
extreme but possible scenarios on the quality of the loan portfolio as well as on available funds.




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Credit Policy
The Group’s loan portfolio consists of retail loans and business loans. Retail loans include private consumers and small
businesses, while business loans consist of small to medium-sized enterprises (SME) and large enterprises.


The Group’s principal lending criterion is the borrower’s ability to meet payment obligations. Moreover, particular
attention is paid to the quality of the collateral, either in the form of tangible collateral or guarantees. Most of the
Group’s clients are private borrowers and SMEs that may need various loan products and facilities.


For loans to small to SMEs and large enterprises, various sectoral reports are drafted for the purpose of identifying
the sectors most likely to encounter problems, as well as those in which the Bank shall target its credit expansion. The
reports are also used to set and evaluate credit policy.


For the Group to set its target markets, several parameters are evaluated including macroeconomic indexes, the
domestic banking system, empirical data regarding the impact of stress testing, the supervisory authorities’ guidelines,
as well as the current composition of the loan portfolio. The main targeted segments are classified according to: (a)
financial sector, (b) business unit, (c) country, (d) type of facility, (e) type of collateral, (f) credit rating quality and (g)
currency. After identifying the above, further analysis is performed to determine the amount of loan to be granted to
each target market.


Concentration Risk
Concentration risk is the risk that arises from insufficient portfolio diversification related to specific borrowers, specific
industry sectors or economic segments, geographical regions, product types and collateral.


The Group recognises that the concentration of exposure in loan portfolios is an important aspect of credit risk.
Therefore, the efficient management, and setting of concentration limits are of paramount importance.


The Risk Management Division ensures that exposures to individual customers, groups of customers, geographical
areas, and other concentrations do not become excessive in relation to the Group’s capital base and remain in line
with limits set by the Board of Directors. The Risk Management Division is also responsible for reporting concentration
of risks to the Risk Management Committee, Assets and Liabilities Committee, the Central Bank of Cyprus, and other
supervising authorities of the countries in which the Group operates.


The monitoring and control of concentration risk is achieved by limit setting and reporting.


Stress Testing
Stress testing aims at evaluating the impact of extreme but possible scenarios, which might significantly affect the
quality of the loan portfolio, the profitability, and the capital adequacy of the Group. Stress testing is conducted
through scenario analyses and / or sensitivity analyses.


Stress testing is conducted on a semi-annual basis, or whenever deemed necessary. The Group’s subsidiaries employ
stress tests adjusted to the specific risks they are exposed to.




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Credit Limits
Credit limits define the credit facilities’ approval hierarchy with regards to the Group’s customers. The higher the
credit risk involved in a transaction, the higher the authority level required for its approval. The framework of credit
limits is based on the following: (a) the customer’s credit rating, (b) the total customer exposure level to the Group,
(c) the quality of collateral and guarantees, (d) the type of facility, e.g. loan or letter of guarantee and (e) the facility’s
duration.


Credit limits are divided in two categories:
(a) First line limits, i.e., those assigned to branch and regional managers.
(b) Higher Authorities Limits, i.e., those assigned to Loan Committees and the Group Executive Committee.


Credit limits are revised annually, or whenever deemed necessary. Furthermore, any change in limits are subject to the
regulatory guidelines of the countries where the Group operates, or subject to the Senior Management’s decisions.


Collateral Policy
The Group’s collateral policy aims at improving credit risk management. There are certain differences between the
Group’s subsidiaries abroad on acceptable collaterals, due to financial and regulatory particularities in each country.


The principles of the collateral policy determine: (a) the type of the acceptable collaterals, (b) the desirable coverage for
each type of collateral and (c) the frequency of revaluations.


The main types of collateral accepted by the Group are the following: (a) mortgages, (b) bank guarantees, (c) cash, (d)
equity/securities collateral and (e) other types of security.


Internal Rating Systems
The credit rating methods vary according to the following categories of counterparties: Central governments (with
regards to the purchase and holding of bonds), financial institutions, large enterprises,SMEs, and individuals.


With regards to individuals two different rating methods exist, depending on the Group subsidiary involvedas well as
on available information. The first system is used for existing customers and is based on the customers’ payment history
and their overall collaboration with the Group. The second system includes the following: (a) credit scoring, based on
demographic factors and objective financial data (e.g. income, assets), and (b) a separate scorecard for different types
of products.


For large enterprises and SMEs, the internal credit rating system is used as well as Moody’s Risk Advisor system, which
evaluates the business’ financial standing based on its financial and qualitative data and on its sector.


Ratings are made at regular intervals to ensure that a customer’s rating is representative of the credit risk undertaken,
and to function as an early warning sign. The rating procedure is underpinned by periodic audits conducted by the Risk
Management Division and the Internal Audit Division.




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Customer credit rating is used for the approval of new credit facilities and the setting of their relevant limits, for the
internal calculation of the probability of default, as well as for the monitoring of changes in the quality of the Group’s
loan portfolio, in order to develop suitable strategies and avoid an increase in risk exposure.


New products evaluation
Regarding the monitoring of credit risk, the Risk Management Division ensures that the credit risk related to new
products is identified and analyzed, in order for the Group to comply with the credit policy and the guidelines
dictated by the local Central Banks in the countries where it operates. Moreover, the Risk Management Division
evaluates the impact of new products on the Group’s portfolio based on risk/return analysis, and ensures that the
portfolio’s credit risk does not exceed acceptable levels.


Control of Problematic Loans
Exposure to problematic credit is identified and monitored at an early stage through the internal rating system,
the credit facility approval procedures and controls, and the loan portfolio’s evaluation. Action plans and specific
improvement goals are set in collaboration with bank units, and audits are carried out at regular intervals to ensure
that timely corrective measures are undertaken. Based on specific criteria, the customers are referred to specialised
debt collection services.


Furthermore, the Risk Management Division prepares specialised reports, which analyse and evaluate the loan portfolio
and overdue debt, which are relayed to the responsible Committees and the Group’s Senior Management, together
with recommendations for corrective measures.


Loan Impairment
The Group evaluates whether there are objective indications that warrant an impairment of value of loans on a quarterly
basis. A loan is characterised as a bad debt, and a provision for the impairment of its value is raised, when objective
indications for impairment arise from one or more of the following events that have occurred after its initial recognition
as an asset and which would negatively affect expected future cash flows.


Such objective indicators are as follows:

(a) Violation of the contractual terms resulting in delay of principal or interest payments

(b) Evidence for significant deterioration in the loan repayment ability,

(c) Undertaking of legal action,

(d) Bankruptcy,

(e) Other objective evidence that leadsto the conclusion that the Group will not collect the full amount due.


The Group first evaluates whether there are objective impairment indicatorsfor individual loans. If there is no evidence
for impairment during such evaluation, the loan will be included in a group of loans with similar credit risk characteristics,
which will be collectively evaluated for impairment. Loans evaluated on an individual basis and for which a provision is
or has already been raised, are not evaluated collectively.



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The present value of a loan’s future cash flows reflects the cash flows that would result from the repossession collateral,
regardless of whether such a repossession is likely or not. The provision is calculated as the difference between the
loan’s accounting balance and the current value of future cash flows.


For the purpose of evaluating collective impairment, the loans are grouped by similar credit risk characteristics (quality
level, type of collateral, overdue or not and other related factors). These characteristics are related to the calculation
of future cash flows of these groups of loans, and constitute an indication for the ability of the debtor to fully pay all
outstanding amounts based on the terms of repayment.


The future cash flows of a group of loans evaluated for collective impairment are calculated in terms of their contractual
obligations and the historical losses of the said group. Historical losses are readjusted in order to always reflect present
financial conditions.


Bad debts are monitored on a continuous basis and are reviewed for provision purposes quarterly. If the amount
of impairment is decreased at a later date, due to events that occur following such an impairment, the provision is
reversed and is credited as a reduction in the loans’ impairment provision.


A loan write-off is performed against the relevant impairment provision. Loans are written off when all necessary
actions have been taken, when there are no realistic payment prospects, and when the write-off amount has been
determined. It is understood that performed write-off do not affect the Group’s right for future collection of such
written-amounts.


Report Submission
The Risk Management Division is responsible for preparing and submitting detailed reports regarding risk management
issues, including credit risk limits, the authorities’ approval limits, and stress testing results to the Group’s Risk
Management Committee, the Group’s Executive Committees, and the Assets and Liabilities Committee. The Risk
Management Division is also responsible for the preparation of individual and consolidated reports, which are submitted
to the Central Bank of Cyprus and address the quality of the portfolio as well as the extent to which the quantitative
targets have been met.




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(a) Derivatives settled on a net basis

                                                     OVER 1      OVER 3      OVER 1
                                                     MONTH      MONTHS        YEAR
                                      UP TO                                              OVER
                                                    BUT LESS    BUT LESS    BUT LESS                   TOTAL
                                    1 MONTH                                             5 YEARS
                                                      THAN       THAN 1      THAN 5                    € ‘000
                                      € ‘000                                             € ‘000
                                                   3 MONTHS       YEAR       YEARS
                                                     € ‘000       € ‘000      € ‘000
2009
Derivatives held for trading:
  Foreign exchange derivatives            (115)      (2,740)       (115)         (11)           -       (2,981)
  Interest rate derivatives                (33)      (1,791)      (4,519)     (8,603)      (901)       (15,847)
                                          (148)      (4,531)     (4,634)     (8,614)       (901)       (18,828)

Derivatives held for hedging:
  Interest rate derivatives                (96)        (208)       (675)      (1,447)      (376)        (2,802)
                                          (244)      (4,739)     (5,309)    (10,061)     (1,277)       (21,630)

2008
Derivatives held for trading:
  Foreign exchange derivatives       (16,251)               -           -           -           -      (16,251)
  Interest rate derivatives                464           97        6,067      (5,665)        (89)          874
                                    (15,787)             97        6,067     (5,665)        (89)       (15,377)



(b) Derivatives settled on a gross basis

                                                     OVER 1      OVER 3      OVER 1
                                                     MONTH      MONTHS        YEAR
                                      UP TO                                              OVER
                                                    BUT LESS    BUT LESS    BUT LESS                   TOTAL
                                    1 MONTH                                             5 YEARS
                                                      THAN       THAN 1      THAN 5                    € ‘000
                                      € ‘000                                             € ‘000
                                                   3 MONTHS       YEAR       YEARS
                                                     € ‘000       € ‘000      € ‘000
2009
Derivatives held for trading:
  Foreign exchange derivatives
  Outflow                           (380,565)      (235,874)    (130,596)   (304,198)           -    (1,051,233)
  Inflow                             380,917        234,442      131,087     303,750            -     1,050,196

Interest rate derivatives
  Outflow                                 (742)      (1,709)     (13,017)   (119,853)   (339,727)     (475,048)
  Inflow                                    776       1,839       14,334     132,286     373,050        522,285

Derivatives held for hedging:
  Foreign exchange derivatives
  Outflow                                (3,105)            -           -           -           -        (3,105)
  Inflow                                  3,098             -           -           -           -         3,098

Interest rate derivatives
  Outflow                            (11,243)       (41,342)    (154,541)   (429,369)   (234,605)     (871,100)
  Inflow                                  5,326      16,195       73,388     335,581     236,729        667,219

Total outflow                       (395,655)      (278,925)    (298,154)   (853,420)   (574,332)   (2,400,486)
Total inflow                         390,117        252,476      218,809     771,617     609,779      2,242,798


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                                                          OVER 1      OVER 3        OVER 1
                                                          MONTH      MONTHS          YEAR
                                            UP TO                                                 OVER
                                                         BUT LESS    BUT LESS      BUT LESS                     TOTAL
                                          1 MONTH                                                5 YEARS
                                                           THAN       THAN 1        THAN 5                      € ‘000
                                            € ‘000                                                € ‘000
                                                        3 MONTHS       YEAR         YEARS
                                                          € ‘000       € ‘000        € ‘000
2008
Derivatives held for trading:
   Foreign exchange derivatives
   Outflow                                (2,561,803)   (650,987)    (155,106)      (17,541)             -    (3,385,437)
   Inflow                                  2,513,485     641,750      151,735        16,923              -     3,323,893

Interest rate derivatives
   Outflow                                    (1,339)     (2,714)     (17,857)      (51,897)      (28,199)      (102,006)
   Inflow                                      1,413       2,622       17,917        53,111        30,357        105,420

Derivatives held for hedging:
   Foreign exchange derivatives
   Outflow                                  (113,305)            -       (366)             -             -      (113,671)
   Inflow                                    111,150             -        366              -             -       111,516

Interest rate derivatives
Outflow                                       (9,267)    (43,346)    (146,334)     (370,989)    (164,923)       (734,859)
Inflow                                        20,542      38,222      117,408       269,640       141,763        587,575
Total outflow                             (2,685,714)   (697,047)    (319,663)     (440,427)    (193,122)     (4,335,973)
Total inflow                               2,646,590     682,594      287,426       339,674       172,120      4,128,404



4.13 Other Information
There was no restriction in the use of capitals, which affected or is expected to have a significant affect in a direct or
indirect manner, the Bank’s activities.

Cash will be used for the payment of the liabilities stated in Section 4.9.8 and Section 4.9.9 (namely investments in
progress or for investments that have the Bank’s commitment).

On the issue date of the present Prospectus, the Bank had not issued any other essential loans, aside from the €1 billion
in covered bonds from MEB and €295.5 million in Capital Securities issued in May and June, and those included in the
consolidated financial statement for the year ending on 31/12/2009.




4.14 Management and Supervision
The main administrative, management and supervisory bodies are the members of the Board of Directors, the
Executive Committee, the Audit Committee, the Risk Management Committee, the Nomination Committee and the
Remuneration Committee.




4.14.1 Members of the Board of Directors
On the date of the present Prospectus, the composition of the Bank’s Board of Directors is the following:


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• Andreas Vgenopoulos               Chairman, Non-Independent Non-Executive Member
• Neoclis Lysandrou                 Vice Chairman, Non-Independent Non-Executive Member
• Vassilios Theocharakis            Vice Chairman, Non-Independent Non-Executive Member
• Efthimios Bouloutas               Chief Executive Officer, Executive Member
• Christos Stylianides              Deputy Chief Executive Officer, Executive Member
• Panayiotis Kounnis                Deputy Chief Executive Officer, Executive Member
• Eleftherios Hiliadakis            Executive Member
• Platon E. Lanitis                 Non-Independent Non-Executive Member
• Stelios Stylianou                 Non-Independent Non-Executive Member
• Fadel Al Ali                      Non Independent Non Executive Member (appointed on 25/05/2010)
• Albdulrazaq Al Jassim             Non Independent Non Executive Member (appointed on 25/05/2010)
• Constantinos Mylonas              Independent Non-Executive Member
• Markos Foros                      Independent Non-Executive Member
• Hesham Al Qassim                  Independent Non Executive Member (appointed on 27/07/2010)

The business address of all Board of Directors is the Bank’s registered office at 154, Limassol Avenue, 2025 Nicosia,
Cyprus (P.O. Box 22032, 1598 Nicosia, Cyprus).



4.14.2 Members of the Executive Committee
On the date of the present Prospectus, the Executive Committee comprises of:
• Efthimios Bouloutas               Chairman
• Panayiotis Kounnis
• Christos Stylianides
• Eleftherios Hiliadakis
• Iraklis Kounadis
• Kyriakos Magiras
• Dimitris Spanodimos
• Samuel David



4.14.3 Audit Committee, Risk Management Committee, Nomination Committee,
       and Remuneration Committee
On the date of this Prospectus, the members of the Audit Committee, the Risk Management Committee, the Nomination
Committee and the Remuneration Committee are the following:



4.14.3.1 Audit Committee
• Constantinos Mylonas (Chairman)
• Markos Foros
• Neoclis Lysandrou

Information on the Audit Committee can be found in Section 4.14.2 of the present Prospectus.

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4 INFORMATION ON THE ISSUING COMPANY
4.14.3.2 Risk Management Committee
• Neoclis Lysandrou (Chairman)
• Markos Foros
• Christos Stylianides

Information on the Risk Management Committee is presented in Section 4.12 of the present Prospectus.

4.14.3.3 Nomination Committee
• Platonas Lanitis (Chairman)
• Markos Foros
• Neoclis Lysandrou

The Nomination Committee is responsible to present competent and suitable individuals for filling Board positions.

The terms of reference of the Committee are the following:
• The Nomination Committee shall be accountable to the Board and should meet at least once a year and at such other
 times as the Chairman of the Committee shall require,
• The main responsibility of the Committee is to identify and nominate to the Board candidates to fill Board
 vacancies,
• The Committee may also review the size and composition of the Board and make recommendations to the Board with
 regards to any adjustments that are deemed necessary,
• The Committee recommends to the Board to take the relevant decisions, which are subject to the approval of the
 General Assembly of the Shareholders.


4.14.3.4 Remuneration Committee
• Constantinos Mylonas (Chairman)
• Markos Foros
• Platonas Lanitis

Information on the Remuneration Committee can be found in Section 4.14.2 of the present Prospectus.



4.14.4 Statements of the members of the administrative, management and
       supervisory bodies
The members of the administrative, management and supervisory bodies made the following statements:

i. There is no family relationship with any members of the administrative, management or supervisory bodies of the
 Bank or any executives of the Bank.

ii. They have not been convicted in relation to fraudulent offences during the previous five years.

iii. They have not been associated with any bankruptcies, receiverships or liquidations for at least the previous five
  years.

iv. No official public incrimination and/or sanctions have been made against them by statutory or regulatory
   authorities (including designated professional bodies) and they have never been disqualified by a court from


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  acting as a member of an issuer’s administrative, management or supervisory body or from acting in the
  management or conduct of an issuer’s affairs, with the exception of the imposition in 2007 of an administrative
  fine of (a) €68,344 (CY£40,000) to Messrs. Andreas Vgenopoulos, Eleftherios Hiliadakis and Kyriakos Magiras
  by the Cyprus Securities and Exchange Commission for trading Bank’s shares during a closed period without the
  necessary permit, and (b) €68,344 (CY£40,000) to Mr. Neoclis Lysandrou, Vice Chairman of the Bank’s Board
  of Directors, for allowing the persons mentioned in point (a) to sell Bank shares without being an emergency.
  It should be noted that, following related appeals, the Supreme Court annulled the fine mentioned in point
  (a), and upheld the fine mentioned in point (b). The Cyprus Securities and Exchange Commission announced
  on 21/10/2009, that it would appeal the judgement of the Supreme Court. Mr. Neoclis Lysandrou has also
  appealed the aforementioned judgement.

v. There has been no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant
  to which any of them was selected as a member of the Bank’s Board of Directors and/or senior management.

vi. There are no conflicts of interests between their duties toward the Bank and their private interests or other duties
  they may have (it should be noted that transactions with related parties are set out in Section 4.18).

vii. With the exception of any restrictions deriving from the current legislation, they do not have any contractual
   restriction on the disposal within a certain period of time of their holdings in the Bank’s securities.



4.14.5 Curricula Vitae and Properties of the members of administrative,
       management, and supervisory bodies
Members of the Board of Directors

                                             Mr Vgenopoulos studied Law at the Law School of the University of Athens. He
                                             is a lawyer and founder of the law firm Vgenopoulos & Partners. He served as
                                             a Human Resources Manager for Thenamaris Shipping, Chairman of the Board
                                             of Directors of Maritime & Financial Investments S.A. and Marfin Bank, and Vice
                                             Chairman of the Board of Directors of the Investment Bank of Greece. He is
Andreas Vgenopoulos                          presently Chairman of the Board of Directors of Marfin Investment Group. He
                                             is also Vice Chairman of the Board of Directors of the Diagnostic & Therapeutic
                                             Centre of Athens “Hygeia S.A.” and Non-Executive Vice Chairman of Vivartia and
                                             Attica Holdings S.A. In November 2007, he was appointed Managing Director of
                                             the Marfin Popular Bank Group and, in February 2008, Executive Vice Chairman,
                                             while in February 2010, he was appointed Non-Executive Chairman.




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                         Mr Lysandrou studied Business Administration at the University of Bristol, where he
                         also obtained a Postgraduate Diploma. He then studied in Corporate Finance and
                         Management in Manchester Business School and London Business School. Within the
                         Laiki Group, he managed the Correspondent Banking and Treasury departments. He
                         also managed the Lending and Credit Risk Management departments and set up the
                         Corporate and Institutional Department. In 1996, he was appointed General Manager
                         of Corporate and Institutional Banking Services. In 1999, he assumed the position
Neoclis Lysandrou
                         of General Manager for all Domestic Banking Services of the Bank. Since 2003, he
                         served as a General Manager in charge of several departments within the Group,
                         including the Debt Collection Division, the Corporate Management Department,
                         the Legal Department, the Group Organization and Methods Department, and the
                         Centralized Services Division. In July 2006, he was appointed a member of the Board
                         of Directors and assumed the position of Non-Executive Chairman. He presently
                         serves as a Non-Executive Vice Chairman.

                         Mr Theocharakis is a graduate of the Law School of the University of Athens.
                         Along with his studies at the University, he attended painting classes for five
                         years at the atelier of painter Spiros Papaloukas. He joined the family business
                         at the age of 17. Since 1980, he is the president and Managing Director of
                         the Theocharakis Group of Companies. Under his leadership and management,
                         the Group has grown and expanded with the establishment of several public
                         limited companies. For more than 40 years now, he maintains a continuous
Vassilios Theocharakis
                         and consistent business and artistic presence in Greece, enjoying several
                         distinctions. He has participated in several Government Committees and is a
                         member of the Chamber of Commerce and Industry as well as of the Fine
                         Arts Chamber. He is also a well-known painter and has exhibited his works in
                         many occasions both in Greece and abroad. He presently serves as Chairman
                         of the Board of Directors of Marfin Egnatia Bank S.A. and Non-Executive Vice
                         Chairman of Marfin Popular Bank.

                         Mr Bouloutas holds a Civil Engineering Degree from the National Technical
                         University of Athens, an MSc in Civil Engineering from Stanford University and a
                         PhD degree in Computational Fluid Mechanics from the Massachusetts Institute of
                         Technology. He has also conducted post doctorate studies at Princeton University.
                         He worked as a consultant with Athens Tech. Centre & Epsilon Ltd. He served as
                         a Managing Director of Ionian Mutual Funds for 8 years and was also a member
                         of the Board at Ionian Mutual Funds and at Alpha Mutual Funds. Since 2000 he
                         worked at EFG Eurobank Ergasias holding various positions, including Deputy
                         General Manager, Head of the Large Private Customers Network and, since 2005,
Efthimios Bouloutas      General Manager, member of the Executive Committee of the bank and Managing
                         Director at Eurobank Asset Management. He was also a member of the Board of
                         Directors at EFG Private Bank Luxemburg. In February 2006, he was appointed
                         Managing Director of Marfin Bank, member of the Board of Directors of Marfin
                         Investment Group, and member of the Executive Committee. In November 2006,
                         he was appointed Managing Director of Laiki Bank (Hellas) S.A. In July 2007, he
                         was appointed member of the Board of Directors of Marfin Popular Bank and
                         assumed the position of Deputy Managing Director for the Group’s operations in
                         Greece. In February 2008, he was appointed Chief Executive Officer of the Marfin
                         Popular Bank Group.




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                          Mr Stylianides holds a BSc Economics degree from the London School of Economics
                          and is a member of the Institute of Chartered Accountants in England & Wales. He
                          worked in the United Kingdom in various managerial positions within the auditing,
                          hotel and banking sector. He works for the Group since 1989. After serving in Cyprus
                          and the United Kingdom, from 1996 to early 2002, he served as Deputy General
Christos Stylianides      Manager and, afterwards, as General Manager of the Group in Greece. He also
                          served as a member of the Board of Directors at both Laiki Bank (Hellas) S.A. and
                          the other companies of the Group in Greece. In 2004, he was promoted to General
                          Manager of the Group. In November 2006, he was appointed Deputy Chief Executive
                          Officer of the Group’s operations in Cyprus and, in July 2007, Deputy Chief Executive
                          Officer of the Group’s International Activities.

                          Mr Kounnis holds a degree and postgraduate diploma in Business Administration
                          and is a member of the Association of Chartered Certified Accountants. In 1980,
                          he joined Laiki Group, where he served in several managerial positions, including
                          Manager of Laiki Finance and head of the Commercial Operations Division. In
                          2001, he was appointed Manager of Laiki Bank in the United Kingdom and, upon
                          returning to Cyprus, he was promoted to General Manager of Domestic Banking
Panayiotis Kounnis
                          Operations. After that, he was appointed General Manager of Commercial
                          Operations and member of the Cyprus Executive Committee. He also served as
                          Chairman of the Board of Directors at the subsidiary Laiki Finance Ltd. In July 2007,
                          he was appointed member of the Board of Directors of Marfin Popular Bank and
                          Deputy Chief Executive Officer in charge of the Group’s operations in Cyprus. In
                          January 2009, he was also appointed Chairman of Marfin CLR Public Co Ltd.

                          Mr. Hiliadakis studied Economics at the University of Montreal and holds a
                          postgraduate degree in Economics from York University in Toronto. From 1983
                          to 2003 he served as Director at Chase Manhattan and as General Director at
                          HSBC Greece, as well as General Manager at Marfin Investment Group and
Eleftherios Hiliadakis
                          Managing Director at Egnatia Bank S.A. In November 2006, he was appointed
                          Deputy Managing Director of Marfin Popular Bank in charge of the Group’s
                          operations in Greece and abroad. He presently serves as a member of the
                          Executive Committee of the Group.

                          Mr Lanitis studied Economics at Reading University in the United Kingdom. Since
                          1992, he is the Chairman of the Lanitis Group of companies. He is also Chairman of
Platon E. Lanitis
                          Amathus Public Ltd and member of the Board of Directors for several other public
                          and private companies. He is the Honorary Counsel of the Netherlands in Cyprus.

                          Mr Stylianou holds a degree in Marine Engineering from the Higher Technological
                          Institute and is a Fellow of the Chartered Institute of Bankers. In 1988, after
                          working in the maritime and industrial sectors for six years, he began his career
                          in the Group. He worked as Credit Officer and bank branch manager. Since
                          2000, he is assigned to the Cyprus Union of Bank Employees (ETYK). He served
                          as Organizing General Secretary and Deputy Secretary and is currently a member
Stelios Stylianou         of the Presidium. He is Chairman of the Cyprus Union of Bank Employees’
                          Health Fund, member of the Bank’s Provident Fund Management Committee
                          and member of the Cyprus Cooperative Savings Bank of Bank Employees. He
                          has also served as ETYK’s Head of International Relations and a deputy member
                          of the Executive Committee of the European Trade Union UNI-EUROPA, as
                          well as currently representing Cyprus at the European Social Dialogue in the
                          Banking Sector.




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                               Mr Al Ali holds a B.Sc. Degree in Industrial and System Engineering from the University of
                               Southern California and also holds a Certificate of Finance from the American University
                               of Sharjah. Since 1989, he worked in several managerial positions at Citibank, where he
                               was appointed Retail Banking Manager in 2001 and Branch Network Manager for the
Fadel Al Ali
                               United Arab Emirates in 2004. Since 2004, he has worked at Dubai Holding, first as Chief
                               Financial Officer and, since 2007, as Executive Chairman of Operations. He currently
                               servres as Chairman of Dubai Bank, Vice Chairman of Dubai First and member of the
                               Executive Committee of Dubai Holding.

                               Mr Al Jassim holds a B.Sc. Degree in Electrical Engineering from Northrop University,
                               California, and is a member of the Institute of Electrical and Electronic Engineers
                               (IEEE). Since 1988 he worked in managerial positions at the Dubai Municipality,
Abdulrazaq Al Jassim
                               Citibank United Arab Emirates, First Gulf Bank and Emaar Properties. Since 2007, he
                               has worked at Dubai Group, first as Chief Executive Officer of the Dubai Insurance
                               Group and, since 2009, as Chief Operating Officer.

                               Mr Mylonas is a member of the Chartered Institute of Bankers. He worked at the
                               Limassol branch of the National Bank of Greece and, since 1969, at Laiki Group,
                               where he served for a long period of time as Banking Operations Manager. He
                               retired in 1991 under the title of General Manager. He then served as consultant and
Constantinos Mylonas           member of the Board of Directors at the insurance companies of the Group and Laiki
                               Bank (Hellas) S.A. until 2003. He is a business consultant and member of the Board
                               of Directors at a number of companies. He has served as a member of the Board
                               of Directors of the Cyprus Broadcasting Corporation (1980-1988) and the Cyprus
                               Tourism Organization (1988-1992).

                               Mr Foros studied Economics at the London School of Economics and holds an MBA
                               from Harvard Graduate School of Business Administration (Boston). He has worked
                               at the First National Bank of Chicago, Chandris Group, and at Celebrity Cruises
Markos Foros
                               Inc, where he has held the position of Managing Director. He currently serves as
                               Managing Director of the Chandris Company (Hellas). He is also a member of the
                               Board of Directors of the Hellenic Chamber of Shipping.

                               Mr Al Qassim holds a Diploma in Banking and Finance from the Higher College of
                               Technology, Dubai, as well as a Μaster’s Degree in Ιnternational Business from the
                               University of Wollongong, Dubai. He has also attended the Mohammed Bin Rashid
Hesham Al Qassim               Programme for Leadership Development. From 1994 to 2007, he worked in several
                               managerial positions and the National Bank of Dubai. Since 2007, he serves as
                               Managing Director of the Dubai Real Estate Corporation, a company that owns and
                               manages substantial real estate properties in Dubai.




Members of the Executive Committee


Efthimios Bouloutas             See above.


Panayiotis Kounnis              See above.


Christos Stylianides            See above.


Eleftherios Hiliadakis          See above.



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                          Mr Kounadis studied Banking & Financial Management at the University of
                          Piraeus. He has an extensive insight of the Greek stock market conditions,
                          having completed 15 years of continuous presence and work in the stock
                          market sector, initially as a chief trader, general securities representative, and
                          member of the Board of Directors of large securities firms. In 1997, he joined
Iraklis Kounadis
                          Hellenic Securities S.A., which was acquired by Marfin F.G. In October 2002, he
Appointed on 18/07/2008
                          was appointed Deputy Managing Director of the Investment Bank of Greece
                          S.A. and on 18/07/1998, he assumed the position of Managing Director of the
                          Investment Bank of Greece S.A. and was appointed member of the Executive
                          Committee of Marfin Popular Bank. In September 2009, he also assumed the
                          position of Deputy Managing Director at Marfin Egnatia Bank S.A.


                          Mr Magiras studied Economics at the University of Athens and holds an MSc
                          in Shipping, Trade and Finance. From 1989 to 1997, he worked as a business
                          consultant. He served as an executive at National Westminster Bank and
                          the Bank of Piraeus. Since 1999, he worked first at Piraeus Prime Bank and
Kyriakos Magiras
                          then at Marfin Bank A.T.E., from 2002 to 2004 as Shipping Manager and,
Appointed on 18/07/2008
                          afterwards, as Loans & Leverage Director. He served as Managing Director of
                          the Investment Bank of Greece and as member of the Board of Directors of
                          Marfin Popular Bank. He currently holds the position of Marfin Popular Bank
                          Group’s Wholesale Banking Director.


                          Mr Spanodimos studied Economics at the University of Athens and holds an
                          MBA from Bradford Management Centre. Since 1994, he worked at ABN Amro,
                          firstly in Greece and then in London. Since 1998 he worked at UBS Investment
Dimitris Spanodimos       Bank in London, first as Executive Director, in charge of the coverage of listed
Appointed on 28/05/2009   companies, and then as Head of Global Emerging Banks Strategy, in charge
                          of the banking sector strategy followed globally across all emerging markets.
                          Since 2006, he works at the Marfin Popular Bank Group, currently holding the
                          positions of Director Group Strategic Development and Chief Risk Officer.


                          Mr David was born in 1971. He studied Business Management and Finance at
                          the London School of Economics and Political Science. From 1994 to 1999 he
                          worked at the Bank of America as Head of Sales to U.S. institutional investors
                          (Hedge Funds), and as Primary Dealer of Greek government bonds. From
Samuel David              1999 to 2002, he worked at Hellenic Securities S.A. as Market Maker in the
Appointed on 25/02/2010   derivatives market (ADEX). In 2002, he was appointed Treasurer at Marfin Bank
                          S.A., where he assumed the position of Global Treasurer for the Marfin Popular
                          Bank Group after the merger of the three banks in 2007 (Marfin Bank, Laiki
                          Bank and Egnatia Bank). In February 2010, he also became a member of the
                          Executive Committee of the Marfin Popular Bank Group.




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Members of the Audit Committee, the Risk Management Committee, the Nomination Committee
and the Remuneration Committee
The curricula vitae of the members of the Audit Committee, the Risk Management Committee, the Nomination
Committee and the Remuneration Committee are detailed above.



4.14.6 Participation of administrative, management and supervisory bodies in the
       management of other companies or cooperatives
The following table presents the participation of administrative, management and supervisory bodies in the boards of
other companies or cooperatives during the last five years (participations in the boards of the Group’s subsidiaries are
not included).

                                                                                COMPANY STATUS
NAME OF MEMBER OF THE BOARD OF DIRECTORS AND NAMES OF                                                  CURRENT
                                                                                 (LISTED OR NOT
COMPANIES OR COOPERATIVES                                                                            PARTICIPATION
                                                                                      LISTED)
Andreas Vgenopoulos
Marfin Investment Group Holdings S.A.                                                Listed                Yes
MIG Shipping S.A.                                                                  Not listed              Yes
Marfin Capital S.A.                                                                Not listed              Yes
Vivartia S.A.                                                                        Listed                Yes
Delta Foods Industrial and Commercial S.A. (Delta Foods S.A.)                      Not listed              Yes
Barba Stathis Industrial and Commercial S.A. (Barba Stathis S.A.)                  Not listed              Yes
Goody’s Restaurant Services S.A.                                                   Not listed              Yes
Attica Holdings S.A.                                                                 Listed                Yes
Diagnostic & Therapeutic Center of Athens – Hygeia S.A.                              Listed                Yes
Health Services and Investment Holdings S.A.                                       Not listed              Yes
Cyprus Tourism Development Public Company Ltd.                                     Not listed              Yes
Vgenopoulos & Partners Law Firm                                                    Not listed              Yes
MIG Aviation Holdings Ltd                                                          Not listed              Yes
MIG Aviation 1 Limited                                                             Not listed              Yes
MIG Aviation 2 Limited                                                             Not listed              Yes
MIG Aviation 3 Limited                                                             Not listed              Yes
MIG Aviation (UK) Limited                                                          Not listed              Yes
Olympic Air S.A. (former Pantheon Airways S.A.)                                    Not listed              Yes
Olympic Handling Aircraft Ground Handling Co. S.A. (former Hellenic Aircraft
                                                                                   Not listed              Yes
Ground Handling Co. S.A.)
Olympic Engineering Aircraft Maintenance and Repair Co. S.A. (former Hellenic
                                                                                   Not listed              Yes
Aircraft Maintenance and Repair Co. S.A.)
Dandre Holdings                                                                    Not listed              Yes
Marfin Foundation Civil Non-Profit Corporation                                     Not listed              Yes
Mitera Holdings S.A.                                                               Not listed              No
Greek Information Technology Holdings S.A.                                         Not listed              No
Singular Software S.A.                                                             Not listed              No
IRF European Financial Investment Ltd                                              Not listed              No
Koumbas Holdings S.A.                                                              Not listed              No
New Millennium Asset Management A.E.P.E.Y.                                         Not listed              No
Maritime & Financial Investments Holdings S.A.                                     Not listed              No


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                                                        COMPANY STATUS
NAME OF MEMBER OF THE BOARD OF DIRECTORS AND NAMES OF                       CURRENT
                                                         (LISTED OR NOT
COMPANIES OR COOPERATIVES                                                 PARTICIPATION
                                                              LISTED)

Neoclis Lysandrou
--

Vassilios Theocharakis
Nik. I. Theocharakis S.A.                                  Not listed          Yes
Theocharakis S.A.                                          Not listed          Yes
Praxis S.A.                                                Not listed          Yes
Tekom S.A.                                                 Not listed          Yes
Teocar S.A.                                                Not listed          Yes
Teoros S.A.                                                Not listed          Yes
Teodomi S.A.                                               Not listed          Yes
Talanton Inc.                                              Not listed          Yes
Perseus Health Care S.A.                                   Not listed          Yes

Efthimios Bouloutas
Marfin Insurance Holdings Ltd                              Not listed          Yes
Laiki Cyprialife Ltd                                       Not listed          Yes
Laiki Insurance Company Ltd.                               Not listed          Yes
Marfin Life Insurance S.A.                                 Not listed          Yes
Marfin Insurance Brokers S.A.                              Not listed          Yes
MIG Real Estate S.A.                                       Not listed          Yes
Marfin Foundation Civil Non-Profit Corporation             Not listed          Yes
Marfin Investment Group Holdings S.A.                        Listed            No

Christos Stylianides
--

Panayiotis Kounnis
--
Eleftherios Hiliadakis
Inform Lykos S.A.                                            Listed            Yes
HSBC Pantelakis                                            Not listed          No
Marfin Investment Group Holdings S.A.                        Listed            No

Platon E. Lanitis
Amathus Public Ltd                                           Listed            Yes
Amathus Hotels Ltd                                         Not listed          Yes
Amathus Travel Ltd                                         Not listed          Yes
Aphrodite Hills Property Management Ltd                    Not listed          Yes
Aphrodite Hotels Ltd                                       Not listed          Yes
The Aphrodite Tennis & Spa Ltd                             Not listed          Yes
Amathus Vacation Ownership Ltd                             Not listed          Yes
Amathus Corporation Ltd                                    Not listed          Yes
Let’s Go Tours Ltd                                         Not listed          Yes
Fertilan Ltd                                               Not listed          Yes


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                                                        COMPANY STATUS
NAME OF MEMBER OF THE BOARD OF DIRECTORS AND NAMES OF                       CURRENT
                                                         (LISTED OR NOT
COMPANIES OR COOPERATIVES                                                 PARTICIPATION
                                                              LISTED)
Lanitis Electrics Ltd                                      Not listed          Yes
Carob Mill Restaurants Ltd                                 Not listed          Yes
Claridge Public Ltd                                          Listed            Yes
Cybarco (Property Management) Ltd                          Not listed          Yes
Cybarco Ltd                                                Not listed          Yes
E.C.L. New Transport & Investments Ltd                     Not listed          Yes
Goldair Handling (Cyprus) Ltd                              Not listed          Yes
Heaven’s Garden Waterpark Ltd                              Not listed          Yes
Hephaestus Mining Co. Ltd                                  Not listed          Yes
C.E. Lanitis Holdings Ltd                                  Not listed          Yes
Lanitis Development Public Ltd                             Not listed          Yes
Lanitis E.C. Holdings Ltd                                  Not listed          Yes
Lanitis Entertainment Ltd                                  Not listed          Yes
Lanitis Energy Ltd                                         Not listed          Yes
Lanitis Farm Ltd                                           Not listed          Yes
P.E. Lanitis Holdings Ltd                                  Not listed          Yes
N.P. Lanitis Ltd                                           Not listed          Yes
N.P. Investments Ltd                                       Not listed          Yes
NPS Multimedia Attractions Ltd                             Not listed          Yes
R.S.L. Radio Super (FM) Ltd                                Not listed          Yes
N.P. Lanitis Electrics Ltd.                                Not listed          Yes
Clover Trading Ltd                                         Not listed          Yes
Skyfly Investments Ltd                                     Not listed          Yes
Parasall Holdings Ltd                                      Not listed          Yes
Lanitis Farm Golf Ltd                                      Not listed          Yes
Grand Hill Estates Ltd                                     Not listed          Yes
KEX Ltd                                                    Not listed          No
Lanitis Airports Ltd                                       Not listed          No
Lanitis Computer Center Ltd                                Not listed          No
Lanitis Solar Ltd                                          Not listed          No
LCA Domiki Ltd                                             Not listed          No
NP Lanitis Finance Ltd                                     Not listed          No
Star Manufacturing & Exporting Co. Ltd                     Not listed          No
Toxon Ltd                                                  Not listed          No
United Insurance Co. Ltd                                   Not listed          No

Stelios Stylianou
--

Fadel Al Ali
Emirates Integrated Telecommunications Company               Listed            Yes
Dubai Holding                                              Not listed          Yes
Dubai Bank PJSC                                            Not listed          Yes




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                                                                  COMPANY STATUS
NAME OF MEMBER OF THE BOARD OF DIRECTORS AND NAMES OF                                 CURRENT
                                                                   (LISTED OR NOT
COMPANIES OR COOPERATIVES                                                           PARTICIPATION
                                                                        LISTED)
Dubai First PJSC                                                     Not listed          Yes
Jumeirah Group LLC                                                   Not listed          Yes
TAIB Bank BSC                                                          Listed            Yes
Bank Islam / Malaysia Berhard                                        Not listed          Yes

Albdulrazaq Al Jassim
TAIB Bank BSC                                                          Listed            Yes
Dubai First PJSC                                                     Not listed          Yes
Bank Muscat SAOG                                                       Listed            Yes
ONIC Holding SAOG                                                      Listed            Yes
National Life and General Insurance SAOG                             Not listed          Yes
Dubai Group Sigorta                                                  Not listed          Yes
Al Ahlia Insurance Group                                             Not listed          Yes

Constantinos Mylonas
A. Petsas & Sons Ltd.                                                Not listed          Yes
Lanitis E.C. Holdings Ltd                                            Not listed          Yes
N.P. Lanitis Ltd                                                     Not listed          Yes
Cybarco Ltd                                                          Not listed          Yes
Amathus Public Ltd                                                     Listed            No

Markos Foros
Marfin Investment Group Holdings S.A.                                  Listed            Yes
Attica Holdings S.A.                                                   Listed            Yes
Chandris (Hellas) Inc.                                               Not listed          Yes
Chandris Hotels (Hellas) S.A.                                        Not listed          Yes
International Cruises S.A.                                           Not listed          Yes
Millennium Maritime, Brokerage and Construction Operations Ltd.      Not listed          Yes
EVEK Real Estate S.A.                                                Not listed          Yes
Mathilde Real Estate S.A.                                            Not listed          Yes
Aphrodite Property and Commercial S.A.                               Not listed          Yes
Cambi Property and Commercial S.A.                                   Not listed          Yes
New Imports S.A.                                                     Not listed          Yes
Ammos & Nirvana Tourist and Property Operations S.A.                 Not listed          Yes
Chandris Group Maritime Company                                      Not listed          No
Komvos S.A.                                                          Not listed          No
Marfin Classic S.A.                                                  Not listed          No
Proton Bank S.A.                                                       Listed            No

Hesham Al Qassim
Dubai Mercintile Exchange                                            Not listed          Yes
AMLAK Finance PJSC                                                     Listed            Yes
Shuua Capital PSC                                                      Listed            Yes
Gulf Finance Corporation                                             Not listed          Yes




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                                                                                    COMPANY STATUS
NAME OF MEMBER OF THE BOARD OF DIRECTORS AND NAMES OF                                                          CURRENT
                                                                                     (LISTED OR NOT
COMPANIES OR COOPERATIVES                                                                                    PARTICIPATION
                                                                                          LISTED)

Panayiotis Kounnis
--

Christos Stylianides
--

Iraklis Kounadis
--

Kyriakos Magiras
ΜΙG LEISURE LIMITED                                                                         Not listed              Yes
MIG REAL ESTATE INVESTMENT TRUST S.A.                                                        Listed                 Yes
MIG AVIATION HOLDINGS LIMITED                                                               Not listed              Yes
MIG AVIATION 1 LIMITED                                                                      Not listed              Yes
MIG AVIATION 2 LIMITED                                                                      Not listed              Yes
MIG AVIATION 3 LIMITED                                                                      Not listed              Yes
MIG AVIATION (UK) LIMITED                                                                   Not listed              Yes
CYPRUS TOURISM DEVELOPMENT PUBLIC CO LTD                                                    Not listed              Yes
SINGULARLOGIC INTEGRATOR S.A.                                                               Not listed              Yes

Dimitris Spanodimos
MERCOLA S.A.                                                                                Not listed              Yes

Samuel David
--

Note: The aforementioned companies do not include the Group’s subsidiaries or affiliates.




4.14.7 Compensation of members of the Board of Directors and other Group key
       management personnel
Information on the compensation of the members of the Board of Directors and other Group key management
personnel for 2009 is detailed below.

                                                 SALARIES         EMPLOYER’S           RETIREMENT         SHARE
                                                AND OTHER            SOCIAL             BENEFITS         OPTIONS
                                     FEES                                                                             TOTAL
                                                SHORT-TERM         INSURANCE             SCHEME          SCHEME
                                    € ‘000                                                                            € ‘000
                                                 BENEFITS        CONTRIBUTIONS          EXPENSE          EXPENSE
                                                  € ‘000              € ‘000              € ‘000          € ‘000
Year ended
31/12/2009
Executive Directors
Efthimios Bouloutas                      -            762                13                      -          150            925
Christos Stylianides                     -            241                24                    59            75            399
Panayiotis Kounnis                       -            241                24                    59            75            399
Eleftherios Hiliadakis                   -            152                10                      -           54            216
                                         -          1,396                71                   118           354           1,939


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                                                SALARIES         EMPLOYER’S           RETIREMENT         SHARE
                                               AND OTHER            SOCIAL             BENEFITS         OPTIONS
                                     FEES                                                                              TOTAL
                                               SHORT-TERM         INSURANCE             SCHEME          SCHEME
                                    € ‘000                                                                             € ‘000
                                                BENEFITS        CONTRIBUTIONS          EXPENSE          EXPENSE
                                                 € ‘000              € ‘000              € ‘000          € ‘000

Non-Executive Directors
Andreas Vgenopoulos                      -              -                 -                   -             257           257
Neoclis Lysandrou     1
                                      20                -                 -                   -              13            33
Vassilios Theocharakis                   -              -                 -                   -              13            13
Platon E. Lanitis                     20                -                 -                   -              13            33
Constantinos Mylonas                  30                -                 -                   -              13            43
Stelios Stylianou                     20               65                 9                 16                 9          119
Markos Foros                          20                -                 -                   -              21            41
Joseph Kamal Eskander2                   -              -                 -                   -                -             -
Soud Ba’alawy     3
                                         -              -                 -                   -                -             -
Mustafa Farid Mustafa4                   -              -                 -                   -                -             -
Sayanta Basu  5
                                         -              -                 -                   -                -             -
Nicholas Wrigley5                        -              -                 -                   -                -             -
                                     110               65                 9                 16              339           539

Other key management
                                         -         1,214                 53                 31              333         1,631
personnel6
                                     110           2,675               133                 165            1,026         4,109

1. Received additional fees for consultancy services of € 200,000.
2. Appointed on 19/05/2009.
3. Resigned on 09/02/2010
4. Appointed on 19/05/2009, and resigned on 15/12/2009.
5. Resigned on 19/05/2009.
6. Includes the remaining members of the Group Executive Committee (that are not Directors) and the Group Chief Financial Officer.
   Their total compensation consists of payments from the Bank and Investment Bank of Greece S.A.

In addition to the above, key management personnel received a total bonus of €2.2 million based and charged on the
results of 2008 (2008: € 3.6 million).

The number of Share Options for each Director, none of which was exercised up to 31/12/2009, were as follows:
Andreas Vgenopoulos 6,000,000, Efthimios Bouloutas 3,500,000, Christos Stylianides 1,750,000, Panayiotis Kounnis
1,750,000, Eleftherios Hiliadakis 1,250,000, Markos Foros 500,000, Neoclis Lysandrou, Vassilis Theocharakis, Platon E.
Lanitis and Constantinos Mylonas 300,000 each and Stelios Stylianou 200,000. The number of Options for other key
management personnel, none of which was exercised up to 31/12/2009, was 7,750,000.



4.14.8 Contracts for Members of Administrative, Management or Supervisory
       Bodies
The Board of Directors has no expiration date. The members of the Board of Directors retire by rotation every three
years and may offer themselves for re-election.

There are no service contracts connecting the members of the administrative, management or supervisory bodies to the
Bank or any subsidiary thereof and providing for the provision of benefits upon their expiration.


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No member of the administrative, management or supervisory bodies has or has had any financial interest in non-
regular transactions with the Bank or any subsidiary thereof during the last and current fiscal year.

At the date of this Prospectus, no member of the administrative, management or supervisory bodies has any financial
interest, directly or indirectly, in any property acquired within the two years preceding this Prospectus or to be acquired
by the Bank, or any material interest in a contract or agreement with special conditions concerning the Bank’s operations,
unless in relation to listed or public company shares that they may own as investors.

There are no substantial contracts that exist or existed at the date of this prospectus, in which the members of the
administrative, management and supervisory bodies of the Bank and its subsidiaries had any material interest, directly
or indirectly.

It should be noted that the transactions of members of administrative, management or supervisory bodies with
the Bank in relation to banking transactions within the framework of the Group’s regular operations are set out in
Section 4.18.




4.15 Operation of the Board of Directors and Corporate Governance
     Issues
4.15.1 Term and Operation of the Board of Directors
The Board of Directors has no expiration date. The members of the Board of Directors retire by rotation every three
years and may offer themselves for re-election.

Under section 83 of the Company’s Articles of Association, all Company operations and activities are managed by
the Company’s Directors. The Company’s Directors may pay for all expenses related to the Company’s development
and may exercise all Company powers not required by the Law or said Articles of Association to be exercised by the
Company in a General Assembly.



4.15.2 Corporate Governance
The CSE adopted in September 2002 a Corporate Governance Code (the “Code”) for companies listed on the CSE. The
Code requires listed companies to include, in their Annual Report, a Report on Corporate Governance prepared by the
Board of Directors. The Board of Directors of Marfin Popular Bank Public Co Ltd (the “Group”) has taken the necessary
decisions for its full implementation.

The CSE issued in January 2007 a Revised Code (2nd Edition) replacing the Code issued by the CSE Board in September
2002 and the Supplement issued in November 2003.

The CSE, finally, issued in September 2009 a new Revised Corporate Governance Code (3rd Edition) replacing the
Corporate Governance Code issued in January 2007.

It should be noted, however, that the provisions of the 3rd Edition of the Code (with the exception of Provision B3.1)
are applicable as of 01/01/2010, and will be included in the Annual Report for 2010.

The Board of Directors of Marfin Popular Bank Public Co Ltd states that it fully adopts and complies with the
provisions of the Revised CSE Corporate Governance Code, with the exception of Provision A2.3 for the number

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of Independent Non-Executive Directors, for which the Code allows an exception by giving the necessary
explanations.

Information on the implementation of the Code’s Principles and Provisions in relation to the Audit Committee and the
Remuneration Committee can be found below.


Audit Committee
The Board of Directors had appointed for the first time an Audit Committee with written terms of reference long before
the implementation of the Code. The Members of the Committee are Non-Executive Directors, the majority of whom
are independent. The Committee comprises of the following members:

• Constantinos Mylonas (Chairman),
• Markos Foros,
• Neoclis Lysandrou.

The terms of reference, as revised to comply with the principles of the Code and the guidelines of the Central Bank of
Cyprus, are the following:

(a) The Audit Committee shall be accountable to the Board and shall meet as frequently as considered appropriate,
   but at any event no less than four times a year. It shall report to the Board at least once a year or as the Board may
   otherwise deem necessary.

(b) The Audit Committee shall have the following duties and responsibilities:
   • To consider the appointment and the termination of appointment of the external auditors, the audit fee, the scope
    and the cost-effectiveness of the auditors’ work, and any related issues.
   • To evaluate the independence and objectivity of the external auditors by, amongst other things, monitoring the
    nature and extent of any non-audit services provided (either directly or through a related entity).
   • To provide assurance to the Board, as it may reasonably require, of the reliability of financial information submitted
    to it and of financial statements issued by the Group.
   • To discuss with the Group’s external auditors their general approach to their audit and the scope of their work,
    including any significant unresolved accounting and auditing problems or reservations that they may witnessed
    during their interim and final audits, and any matters the auditors may wish to discuss (in the absence of the
    Group’s management where necessary). Other similar issues include major judgemental areas, the going concern
    assumption, compliance with accounting standards, the Stock Exchange and legal requirements, reclassifications
    or additional disclosures proposed by the external auditors or additional information that the auditors deem to be
    significant or which may in the future become material. Lastly, they include the nature and impact of any material
    changes in the Group’s accounting policies and practices.
   • To review the Annual Report and Financial Statements of the Group with the Senior Management and the Group’s
    external auditors and to ensure that the information that they contain has been fairly and accurately stated, and is in
    accordance with approved accounting standards, including the International Financial Reporting Standards (IFRSs).
   • To review the external auditors’ Management Letter and the response of the Management.
   • To appoint, at least every three years, external auditors to carry out an overall evaluation of the internal audit
    systems, which must fully comply with the relevant Guideline of the Central Bank of Cyprus.


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   • To ensure that the Group, its subsidiary companies and the associates under Group management, fully comply
     with all supervisory and regulatory directives to which they are subject.
   • To review the Group Internal Audit Report prior to its presentation to the Board.
   • To keep under general review the Group’s internal audit system in operation, to assess its effectiveness and to
     consider the key findings of internal investigations, as well as the Management’s response to them.
   • To liaise with the Audit Committees of the Group’s subsidiary companies, at least once a year, a report on their
     internal audit systems.
   • To review the internal audit programme, ensure coordination between internal and external auditors, and ensure
     that the internal audit function is adequately resourced and has appropriate standing within the Group.
   • To review whether transactions between the Group and Board Members, Senior Management, the Secretary, the
     external auditors and major shareholders were on an arm’s length basis.
   • To prepare the Corporate Governance Report with the assistance of the Officer responsible for Compliance with
     the Corporate Governance Code.
   • To undertake any other related tasks as the Board may entrust to it.


Remuneration Committee
The Remuneration Committee is responsible for determining the framework or broad policy for the compensation of
the Group’s employees. The Remuneration Committee meets as frequently as it may deem necessary, but in any event
not less than once a year. The Committee shall be accountable to the Board and prepare a Report on its activities once
a year or as the Board may otherwise deem necessary.

The Remuneration Committee has the following duties and responsibilities:
• To determine and agree with the Board the framework or broad policy for the compensation of Executive Directors
 and other employees of the Group.
• Within the terms of the agreed policy, to consider and make recommendations to the Board on the total individual
 compensation package of each Executive Director and the Members of the Group Executive Committee including,
 where appropriate, bonuses and non-cash benefits.
• In determining such packages and arrangements, to give due regard to the provisions of the Corporate Governance
 Code and the relevant Guideline of the Central Bank of Cyprus.
• To ensure that the provisions regarding the disclosure of compensation, as set out in the Corporate Governance
 Code, are fulfilled.
• To undertake such other related tasks as the Chairman of the Board may entrust to it.

The Members of the Remuneration Committee are Non-Executive Directors, the majority of whom are independent.
The Committee comprises of the following members:
• Constantinos Mylonas (Chairman),
• Markos Foros,
• Platon Lanitis.




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4.16 Group Personnel
The Group places great importance on human resources, both through the recruitment of qualified personnel and by
training and developing its existing workforce.

The Group’s personnel participate in a large number of seminars in the fields of professional training and skill
development. The training is conducted both internally and through the participation in external Groups.

The Group’s personnel on 31/12/2007, 31/12/2008, 31/12/2009, and on 30/09/2010, was as follows:

COUNTRY                                    30.09.2010              31.12.2009          31.12.2008            31.12.2007
Cyprus                                        2,421                  2,438                2,693                 2,658
Greece                                        3,271                  3,259                3,250                 3,033
United Kingdom                                  164                    156                  163                   159
Australia                                       119                    118                  121                   120
Serbia                                          463                    462                  455                   373
Romania                                         363                    357                  378                   290
Estonia                                          47                     47                   48                    39
Ukraine                                       1,116                  1,238                1,308                 1,292
Russia                                          554                    544                  709                      -
Malta                                           156                    156                  151                      -
Representative Offices                            7                       -                    -                   15
Total                                         8,681                  8,775                9,276                 7,979

Note: Cyprus figures for 2009 and 2010 do not include the number of personnel employed at the Group’s insurance companies. The
number of personnel employed at the Group’s insurance companies in Greece is also not included.

As of the date of the present Prospectus, no substantial change in the aforementioned numbers had occurred.

The Group does not use a significant number of part-time employees.

The majority of the Group’s permanent employees in Cyprus and the United Kingdom are covered by defined benefit
retirement plans. According to those plans, upon their retirement, employees receive a lump sum, which is calculated
based on their compensation and the years of service at the time of retirement. A similar retirement plan is also in place
in Greece, with the participation of approximately 35% of the overall personnel. The cost of the retirement benefits is
assumed exclusively by the Group and depends on the personnel’s years of service.

A voluntary provident fund with defined contributions is also in place.

The Group’s personnel in Cyprus and the United Kingdom belong to a union, as are the majority of the personnel in
Greece.




4.17 Share Capital, Main Shareholders and Shares owned by Management
     and Personnel
4.17.1 Information on Share Capital
Listed below is the Bank’s share capital on 31/12/2007, 31/12/2008 and 31/12/2009 as well as on the issue date of the
Prospectus. It should be noted that the amounts reported on 31/12/2007 are expressed in Cyprus Pounds.

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SHARE CAPITAL                        PROSPECTUS DATE             31/12/2009         31/12/2008            31/12/2007
Approved (shares)                        2,090,000,000       1,100,000,000            950,000,000          950,000,000
Approved                                €1,776,500,000        €935,000,000          €807,500,000          £475,000,000
Issued (shares)                            976,335,208           842,371,440          830,125,799          796,691,149
Issued                                 €829,884,926.80        €716,015,724       €705,606,929.15          £398,345,575
Fully paid shares                          976,335,208           842,371,440          830,125,799          796,691,149
Fully paid capital                     €829,884,926.80        €716,015,724       €705,606,929.15          £398,345,575
Share nominal value                               €0.85                €0.85                €0.85                £0.50



On 15/05/2008 the Extraordinary General Assembly approved the conversion and reduction of the nominal value of
the Bank’s share, after rounding, from CP 0.50 to €0.85. Furthermore, the Extraordinary General Assembly approved
that the Bank’s authorised nominal share capital be converted and reduced to €807,500,000 and the issued share
capital to €677,187,000, and that the reduction on the issued share capital resulting from the above conversion of
Cyprus Pounds to Euro totalling €3,426,000 is recorded into a special reserve account which is called “Difference from
conversion of share capital into Euro reserve” (Note 40) for future capitalisation or other lawful use.

In June 2008, the Bank issued 33,435,000 new ordinary shares, of nominal value €0.85, which resulted from the re-
investment of the dividend for the year 2007 in accordance with the Dividend Re-investment Plan. Based on the Plan
the Bank’s shareholders had the option of part or full re-investment of the net 2007 dividend that was paid, into shares
of the Bank. The re-investment price of the 2007 dividend into shares was set at €4.64 per share, that was 10% lower
than the average closing price of the Bank’s share in the Cyprus Stock Exchange and the Athens Exchange for the
period from 23 to 29 May, 2008. The trading of the newly issued shares commenced on 18/06/2008.

At the Extraordinary General Assembly of the shareholders of the Bank which was held on 19/05/2009 approval was
granted for the increase of the authorised nominal share capital of the Bank from €807,500,000 to €935,000,000 by
the creation of 150,000,000 additional shares of €0.85 nominal value each.

Also during the same General Assembly approval was granted for the authorisation of the Board of Directors
of the Bank within the framework of the terms of issuing Capital Securities up to the amount of €250
million in one or more tranches that were approved by the Bank’s Board of Directors during the meeting held
on 19/03/2009, and specifically in the framework of the Alternative Mechanism for the Payment of Non-
performing Interest, to issue 103,000,000 ordinary or preferred Bank shares with a nominal value of €0.85
each, without these shares been initially offered to existing Bank shareholders pursuant to the Bank’s Articles
of Incorporation and the law.

In June 2009, the Bank issued 12,246,000 new ordinary shares, of nominal value €0.85, which resulted from the
re-investment of the dividend for the year 2008 in accordance with the Dividend Re-investment Plan. Based on
the Plan the Bank’s shareholders had the option of part or full re-investment of the net 2008 dividend that was
paid, into shares of the Bank. The exercise price of the re-investment right of the 2008 dividend for Bank shares
was set at €2.25 per share, that was 10% lower than the average closing price of the Bank’s share on the Cyprus
Stock Exchange and the Athens Exchange for the period from 26 May to 1 June, 2009. Trading of the new shares
commenced on 25/06/2009.

On 23/12/2009 the Extraordinary General Assembly of the shareholders of the Bank approved the authorisation
of the Board of Directors to issue 5,781,000 new ordinary shares of the Bank of €0.85 nominal value each, in the

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framework of the Cross-Border Merger through absorption of MEB by the Bank, to be exchanged with 8,594,000
ordinary common shares of MEB. The Bank’s shares to be issued, in exchange for the above common ordinary shares,
will not be offered at first to existing shareholders of the Bank, as provided by the Articles of Association of the Bank,
but will be offered to the existing shareholders of MEB (except from the Bank itself) according to the provisions of the
Common Terms of the Cross-Border Merger and the decisions of the Board of Directors of the merging companies.
The new shares that are under issuance, in the context of the completion of the cross border merger, as mentioned
above, shall rank pari passu with existing, fully paid, ordinary Bank shares.

During the General Assembly on 25/05/2010, approval was granted for the authorisation of the Board of Directors
of the Bank within the framework of the terms of issuing Capital Securities up to the amount of €300 million in
one or more tranches that were approved by the Bank’s Board of Directors during the meeting held on 30/03/2009,
and specifically in the framework of the Alternative Mechanism for the Payment of Non-performing Interest, to
issue 123,500,000 ordinary or preferred Bank shares with a nominal value of €0.85 each, without these shares been
initially offered to existing Bank shareholders pursuant to the Bank’s Articles of Incorporation and the law.

During the same General Assembly, an Ordinary Vote was approved which was submitted for increase of the Bank’s
share capital from €935,000.000 to €1,062,500,000 with the creation of 150,000,000 of additional shares with a
nominal value €0.85 each.

In June 2010, the Bank issued 10,133,067 new ordinary shares, of nominal value €0.85, which resulted from the
re-investment of the dividend for the year 2009 in accordance with the Dividend Re-investment Plan. Based on the
Plan the Bank’s shareholders had the option of part or full re-investment of the net 2009 dividend that was paid, into
additional shares of the Bank. The exercise price of the re-investment right of the 2009 dividend for Bank shares was
set at €1.34 per share, that was 10% lower than the average closing price of the Bank’s share on the Cyprus Stock
Exchange and the Athens Exchange for the period from 1 June to 7 June, 2010.

The Bank’s Board of Directors, during its meeting on 11/11/2010, approved the increase of the Bank’s share capital
for the purpose of drawing €488.6 million through the issuance of new shares in favour of existing shareholders at a
ratio of one new share for every two old shares with a subscription price of €1.00 per share. Furthermore, during the
same meeting, the BoD decided to issue convertible capital securities up to the total amount of €660 million with a
minimum conversion value of €1.80 per share. However, following a request by Dubai Financial Group and other Bank
shareholders, the issuance of convertible capital securities will be available first for existing shareholders. It should be
noted, however, that this issuance will take place in 2011.

During the Extraordinary General Assembly of the Bank’s shareholders on 18/11/2010, a vote was passed on the
amendment of the Bank’s Articles of Incorporation, so that explicitly stipulates the option for the Bank’s BoD to
decide on the payment of interim dividends in full or partially, by distributing certain assets and in particular with the
distribution of shares or other forms of securities. After completing the amendment of the Articles of Incorporation, the
Board of Directors decided to distribute an interim dividend amounting to €0.22 per share in the form of Bank issued
shares with an issue price of €1.4472, which is 10% lower than the share’s average closing price on the Cyprus Stock
Exchange and the Athens Exchange during the period form 11 to 15 October, 2010.

During the same Extraordinary General Assembly, a decision was made to increase the Bank’s approved capital from
€1,062,500,000 divided by 1,250,000,000 ordinary shares with a nominal value of €0.85 each, to €1,776,500,000
divided by 2,090,000,000 ordinary shares with a nominal value of €0.85 each, through the issuance of 840,000,000
new ordinary shares with a nominal value of €0.85, which will bear the same rights as with existing common Bank

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shares. With the above increase of the approved share capital, the Bank’s approved share capital was enough for
the issuance of new shares of the current issue and the dividend shares in the form of shares as stated in the next
paragraph.

It is noted that the Extraordinary General Assemblyof the Bank’s shareholders, held on 18/11/2010, did not approve the
vote that concerned the issuance of Convertible Capital Securities with exclusion of rights to existing shareholders, for
a total amount up to €660 million with a minimum conversion price of €1.80 per share.

Following the vote on the relevant amendment of the Articles of Incorporation on 18/11/2010, as stated above,
and decision of the Bank’s Board of Directors, dated 25 November that concerned the distribution of an interim
dividend amounting to €0.22 per share in the form of Bank issued shares, on 16/12/2010 a total of 123,830,701
new shares were issued. The issuance price of the new shares was set at €1.4472, which is 10% lower than the
share’s average closing price on the Cyprus Stock Exchange and the Athens Exchange during the period form 11
to 15 October, 2010.

On the date of this Prospectus, the approved share capital of the Bank amounts to €1,776,500,000 divided into
2,090,000,000 shares of a nominal value of €0.85 each, while the issued share capital of the Bank amounts to
€829,884,926.80 sub-divided into 976,335,208 shares of a nominal value of €0.85 each.

All the issued ordinary shares are fully paid and have the same rights.



4.17.2 Shareholder Composition
The Bank’s shareholder composition on the date of the current Prospectus is presented as follows:

                                                           NO. OF
CATEGORY OF SHAREHOLDERS                                                       NO. OF SHARES             PERCENT
                                                        SHAREHOLDERS
Public or Private Companies, Insurance Companies,
                                                             1,040               474,084,290              48.56%
Partnerships, Business Names, Municipalities
Private Individuals                                         73,719               413,065,281              42.30%
Welfare Funds, Trusts, Pension Schemes, etc.                    278               31,335,069               3.21%
Unions, Churches, Institutions                                   54               10,027,154               1.03%
Marfin Popular Bank Staff                                    2,342                26,075,930               2.67%
Investment Schemes registered in the name of
                                                                135               21,747,484               2.23%
companies, Mutual Funds
Total                                                       77,568               976,335,208            100.00%



4.17.3 Major Shareholders
As of the date of this Prospectus, the shareholders who own, directly or indirectly, more than 5% of the issued share
capital of the Bank are the following:




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                                                                                 PERCENTAGE
                                                        PERCENTAGE OF                                 TOTAL PERCENTAGE
SHAREHOLDER                                                                       OF SHARES
                                                       SHARES (DIRECTLY)                                 OF SHARES
                                                                                 (INDIRECTLY)
Dubai Financial Limited Liability Company                    18.69%                  0.00%                 18.69%
Marfin Investment Group Holdings S.A.                         9.49%                  0.00%                  9.49%
Total (of 976,335,208 shares)                                                                              28.18%

All the shareholders have the same voting rights.

As at 08/12/2010 the total number of shareholders amounted to 77,568.

The Bank does not acknowledge the existence of direct or indirect control from any party or parties.

The Bank is not aware of any agreement, the implementation of which could, at a later date, bring about changes
regarding the Bank’s control.




4.17.4 Main Owners of Securities Convertible to Shares
Share Options
In April 2007, the Extraordinary General Assembly of the shareholders of the Bank approved the introduction of a Share
Options Scheme (the “Scheme”) for the members of the Board of Directors of the Bank and the Group’s employees.
The shares to be issued with the application of this Scheme will have the same nominal value as the existing issued
shares, that is, €0.85 each. The price for exercising the options right (the Right) was set at €10.

Following the aforementioned approval and the ensuing decision of the Bank’s Board of Directors on 09/05/2007,
70,305,000 Options were granted to the beneficiaries with a maturity date 15/12/2011. The Options could be exercised
by the holders during the years 2007 to 2011, according to the allocation determined by the Board of Directors,
following a recommendation by the Remuneration Committee, based on the holders’ performance being up to the
Bank’s expectations.

The fair value of the Options granted was measured during the year 2007 using the Black and Scholes model. The
significant inputs used in the model were: share price of €8.48 at the grant date, risk-free Euro interest rate curve for
the duration of the Scheme 4.15% (average), share price volatility determined on the basis of historic volatility 12%
and dividend yield 3.82%. The weighted average fair value of Options granted during the year was €0.19 per Option.
The total expense recognised in the consolidated income statement for the year ended 3/12/2009 for Options granted
amounts to €2,985,000 (2008: €3,885,000). €3,885,000). During the years 2007, 2008 and 2009 no Options were
exercised and as at 31/12/2009 and 31/12/2008 the number of Options outstanding were 70,305,000.

On 23/12/2009 the Extraordinary General Assembly of the shareholders of the Bank approved the amendment of the
terms of the Scheme originally approved by the Extraordinary General Assembly held in April 2007. In particular, it
approved the amendment of the exercise price from €10 to €4.50 and the extension of the Scheme by two years with
2013 as the last exercise period instead of 2011. The incremental fair value arising from the modification of the terms of
the Scheme will be recognised over the period from the modification date up until the date when the modified options
vest. The incremental fair value arising from the modification of the terms of the Scheme, was calculated on the basis of
the following share price on 23/12/2009, €2.32, risk-free interest rate curve for Euro swaps during the Scheme, 1.88%,
share price volatility 27.3% and dividend yield 3.45%.

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4.17.5 Participation in Share Capital by Members of Management, Administration, Supervision
and Employees
On the date of the present Prospectus, the percentage owned, directly or indirectly, by Members of Management,
Administration and Supervision executives (of a total 976,335,208 shares), pursuant to the Public Offer and Prospectus
Law of 2005, is as follows:



                                            DIRECT                     PERCENTAGE OF SHARES              TOTAL PERCENTAGE OF
NAME OF MEMBER
                                     PERCENTAGE OF SHARES                   (INDIRECTLY)                        SHARES
 Andreas Vgenopoulos                           0.51%                             0.00%                             0.51%
 Neoclis Lysandrou                             0.01%                             0.00%                             0.01%
 Vassilios Theocharakis                        0.21%                             2.18%                             2.39%
 Efthimios Bouloutas                           0.05%                             0.00%                             0.05%
 Christos Stylianides                          0.01%                             0.00%                             0.01%
 Panayiotis Kounnis                            0.00%                             0.00%                             0.00%
 Eleftherios Hiliadakis                        0.05%                             0.00%                             0.05%
 Platon E. Lanitis                             0.05%                             4.56%                             4.61%
 Stelios Stylianou                             0.00%                             0.00%                             0.00%
 Hesham Al Qassim                              0.00%                             0.00%                             0.00%
 Constantinos Mylonas                          0.03%                             0.00%                             0.03%
 Markos Foros                                  0.00%                             0.00%                             0.00%
 Fadel Al Ali                                  0.00%                             0.00%                             0.00%
 Abdulrazaq Al Jassim                          0.00%                             0.00%                             0.00%
 Total                                         0.92%                             6.74%                             7.66%

Note: A list displaying the origin of the indirect share percentage of each BoD Member is available for review at the Groups Shareholder
Department.

The members of the Group’s Executive Committee owned, directly or indirectly, 0.33% of the Bank’s issued share
capital.

The Group’s personnel, aside from members of the Group’s Board of Directors and the Executive Committee, owned
2.31% of the issued share capital (of a total 976,335,208 shares).



Agreement for the Participation in the Bank’s Capital by Members of Management,
Administration, Supervision and Employees
As stated in section 4.15.4, in April 2007, the Extraordinary General Assembly of the shareholders of the Bank approved
the introduction of a Share Options Scheme (the “Scheme”) for the members of the Board of Directors of the Bank
and the Group’s employees. On 09/05/2007, by decision of the Bank’s Board of Directors, 70,305,000 Options were
granted to the beneficiaries, with an exercise right price of €10.00 and maturity date 15/12/2011. The Options rights
could be exercised by the holders during the years 2007 to 2011, according to the allocation determined by the Board
of Directors, following a recommendation by the Remuneration Committee, based on the holders’ performance being
up to the Bank’s expectations.

Aside from the said Scheme, there is no agreement on participation of members of Management, Administration,
Supervision bodies and employees in the Bank’s capital.


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4.18 Related Party Transactions
4.18.1 Transactions with related parties for the years 2007, 2008 and 2009
The transactions with other related parties during the years 2007, 2008 and 2009, which are certified to have been
carried out as part of the normal activities of the Group, on commercial terms, upon approval from the Board of
Directors of the Bank, are listed in the following table.



                                  NUMBER OF       NUMBER OF       NUMBER OF       AUDITED                      AUDITED
  TRANSACTIONS WITH MAIN                                                                          AUDITED
                                  DIRECTORS       DIRECTORS       DIRECTORS        2009                         2007
        EXECUTIVES                                                                               2008 €‘000
                                     2009            2008            2007          €‘000                        €‘000
Advances to Directors and their
connected persons:
 More than 1% of the net              2               2              2               307,732        271,744    188,573
 assets of the Group
 Less than 1% of the net assets      11               12             13                9,073          8,339       4,659
 of the Group
                                     13               14             15              316,805        280,083    193,232
Advances to other Executives                                                          12,926          7,153         449
and their connected persons
Total Advances                                                                       329,731        287,236    193,681
Contingencies and
commitments for guarantees
and letters of credit:
Guarantees to Directors and
their connected persons:
 More than 1% of the net                                                              38,418         14,239      23,784
 assets of the Group
Total guarantees                                                                       38,418         14,239     23,784
Letters of credit to Directors
and their connected persons:
More than 1% of the net assets                                                              9         14,603     16,280
of the Group
Total letters of credit                                                                     9         14,603     16,280
Total loans, advances                                                                368,158        316,078     233,745
and commitments
Tangible securities                                                                  406,041        382,521     250,343
Interest income                                                                        10,210         13,598       4,256
Deposits                                                                             119,118        122,939     147,092
Interest Expenses                                                                       3,238          7,217       1,360

There were no contingencies and commitments relating to other Executives of the Group.

The amount of tangible securities is presented in aggregate in the preceding table, therefore, it is possible that some
individual facilities are not fully covered with tangible securities. The total amount of facilities that are unsecured at
31/12/2009 amounts to €60,540,000 (2008: €58,558,000).

Connected persons include the spouse, minor children and companies in which Key Management Personnel hold,
directly or indirectly, at least 20% of the voting rights in a General Assembly or act as directors or exercise control of
the entities in any way.




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Other Transactions with Key Management Personnel
During 2009, the Group received commissions on stock exchange transactions from Key Management Personnel and
their connected persons amounting to €46,000 (2008: €164,000) and purchased goods and services amounting to
€148,000 (2008: €214,000) from companies connected to Lanitis Group. Additionally, in 2008 the group sold land to
a company connected to Lanitis Group at a consideration of €29,600,000, realising a profit of €14,200,000.

The above transactions are carried out as part of the normal activities of the Group, strictly on commercial terms.


Compensation of Key Management Personnel

                                                          AUDITED               AUDITED                AUDITED
                                                         31/12/2009            31/12/2008             31/12/2007
                                                            €‘000                € ‘000                 € ‘000
Fees Paid to Directors as Members of the Board              110                   190                    146
Remuneration of Directors under executive role:
     Salaries and other short-term benefits                1,396                 1,704                  1,355
     Employer’s social insurance contributions               71                    72                    33
     Retirement benefits scheme expenses                    118                    95                    83
                                                           1,585                 1,871                  1,471
Fees for consultancy services of Directors under
                                                            250                   320                    331
non executive role
Compensation of other Executives:
Salaries and other short-term benefits                     1.214                 1.129                   774
Employer’s social insurance contributions                    53                    57                    77
Retirement benefits scheme expenses                          31                    26                    111
                                                           1.298                 1.212                   962
Share-based payment compensation                           1.026                 1.381                   970
Total compensation of other Executives                     4,309                 4,974                  3,880

In addition to the above, Key Management Personnel received total of €2.2 million based and charged on the results
of 2008 (2008: €3.6 million).

The number of Share Options for each Director, none of which was exercised up to 31/12/2009 were as follows:
Andreas Vgenopoulos 6,000,000, Efthimios Bouloutas 3,500,000, Christos Stylianides 1,750,000, Panayiotis Kounnis
1,750,000, Eleftherios Hiliadakis 1,250,000, Markos Foros 500,000, Neoclis Lysandrou, Vassilis Theocharakis, Platon
E. Lanitis and Constantinos Mylonas 300,000 each and Stelios Stylianou 200,000. The number of Options for other
Executives, none of which was exercised up to 31/12/2009 was 7,750,000.




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Additionally the above BoD members that retired were paid:

                                                             AUDITED             AUDITED                  AUDITED
                                                            31/12/2009          31/12/2008               31/12/2007
                                                               €‘000              € ‘000                   € ‘000
Fees paid as members                                               -               10                         119
Fees for consultancy services                                      -                -                          -
Remuneration under executive role:
   Salaries and other short-term benefits                          -                -                         135
   Employer’s social insurance contributions                       -                -                         10
   Retirement benefits scheme expenses                             -                -                         18
                                                                   -                -                         163
Retirement (including employer’s social
                                                                   -                -                          -
insurance contributions)
Payments upon termination of services                              -                -                          -
Total salaries                                                     -               10                         282

In 2007, Key Management Personnel included the 15 members of the Board of Directors, 5 of which had executive
duties, and the members of the executive division.

In 2008, Key Management Personnel included the 14 members of the Board of Directors, 5 of which had executive
duties, and the members of the Group Executive Committee and the Group Chief Financial Officer.

In 2009, Key Management Personnel included the 13 members of the Board of Directors, 5 of which had executive
duties, and the members of the Group Executive Committee and the Group Chief Financial Officer.



Transactions with other related parties
On 31/12/2009 the balances with other related parties were as follows:

                                                       31/12/2009                                31/12/2008
                                            RECEIVABLES        PAYABLES          RECEIVABLES              PAYABLES
                                               € ‘000            € ‘000             € ‘000                  € ‘000
Consolidated balance sheet
Marfin Insurance Holdings Ltd group
                                               6.656               205.077              1.168                 273.991
(associate)
JCC Payment Systems Ltd (associate)                -                   23.294           1.695                  20.621
Provident Funds of the employees of
                                                   -                   17.429                -                 12.446
the Group in Cyprus
                                               6.656               245.800              2.863                 307.058

Additionally, the group of Marfin Insurance Holdings Ltd held at 31/12/2009 senior debt and loan capital of the Group
of nominal value of € 15,1 million (2008: € 12,6 million).




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During the year ended 31/12/2009 the following transactions were realised with other related parties:

                                                        2009                                       2008
                                             INCOME               EXPENSE                INCOME              EXPENSE
                                              € ‘000               € ‘000                 € ‘000              € ‘000
Consolidated income statement
 Marfin Insurance Holdings Ltd group
                                             3.733                 12.955                     -                      -
(associate)
JCC Payment Systems Ltd (associate)                 3               1.140                   10                 1.532
 Provident Funds of the employees of
                                                   20                700                      -                 610
the Group in Cyprus
Dubai Financial Limited Liability
                                                  560                   -                 1.230                      -
Company (major shareholder)
                                             4.316                 14.795                 1.240                2.142

Additionally, during 2009 the Group received dividend of € 1.871.000 (2008: € 1.853.000) from JCC Payment Systems
Ltd and € 2.867.000 from Marfin Insurance Holdings Ltd group.

4.18.2 Transactions with related parties for the period ended on 30/09/2010
The transactions with other related parties during the period ended on 30/09/2010, which are certified to have been
carried out as part of the normal activities of the Group, on commercial terms, upon approval from the Board of
Directors of the Bank, are listed in the following table.

                                                                            30/09/2010                    31/12/2009
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
                                                                              € ‘000                        € ‘000
Advances to Directors and their connected persons                            316,524                       316,805
Advances to other Key Management Personnel and their
                                                                              13,339                        12,926
connected persons
Total advances                                                               329,863                       329,731

Contingencies and commitments
for guarantees and letters of credit:
Guarantees to Directors and their connected persons                           41,555                        38,418
Credit to Directors and their connected persons                                    9                            9

Total advances and other commitments                                         371,427                       368,158
Tangible securities                                                          405,637                       406,041
Deposits                                                                      29,385                       119,118
                                                                      01/01-30/09/2010              01/01-30/09/2009
Interest income                                                                9,812                         9,273
Interest Expense                                                                 895                         2,009

There were no contingencies and commitments toward other Key Management Personnel of the Group.

Tangible collateral is presented in aggregate in the above table; it is therefore possible that some individual loans or
other commitments are not fully covered by tangible collateral. Loans and other commitments that are unsecured as at
30/09/2010 amount to €63,174,000 (31/12/2009: €60,540,000).

Connected persons include the spouses, minors, and companies in which Key Management Personnel hold, directly or
indirectly, at least 20% of the voting rights in a Shareholders’ General Assembly act as directors, or exercise control of
the entities in any way.

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Other transactions with Key Management Personnel
During the nine month period ending on 30/09/2010, the Group received commissions on stock exchange transactions from
Key Management Personnel amounting to €133,000 (30/09/2009: €58,000) and purchased goods and services amounting
to €149,000 (30/09/2009: €34,000) from companies affiliated to the Lanitis group.

The above transactions are carried out as part of the normal activities of the Group on strictly commercial terms.



                                                                NINE-MONTH PERIOD THAT NINE-MONTH PERIOD THAT
COMPENSATION OF KEY MANAGEMENT PERSONNEL                          ENDED ON 30/09/2010    ENDED ON 30/09/2009
                                                                        € ‘000                 € ‘000

Fees paid to Directors as members of the Board                             148                         126

Remuneration of Directors under executive role
  Salaries and other short-term benefits                                 1,006                       1,008
  Employer’s social insurance contributions                                 92                          96
  Retirement benefits scheme expense                                        88                          78
                                                                         1,186                       1,182
Remuneration of Directors under non-executive role
  Salaries and other short-term benefits                                    48                          45
  Employer’s social insurance contributions                                 13                          12
  Retirement benefits scheme expense                                        13                          11
                                                                            74                          68
Consultancy services fees of Directors under non
                                                                           150                         150
executive role

Compensation of other Key Management Personnel
  Salaries and other short-term benefits                                 1,165                         869
  Employer’s social insurance contributions                                 66                          55
  Retirement benefits scheme expense                                        25                          21
                                                                         1,256                         945

Share-based payment compensation                                           643                         805

                                                                         3,457                       3,276

For the nine-month period ended on 30/09/2010, Key Management Personnel included the members of the Board of
Directors (four of which had executive duties), the members of the Group Executive Committee (four of which are not
members of the Board of Directors (30/09/2009: Three members)), and the Group Financial Officer.




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Transactions with other related parties
On 30/09/2010, the balances with other related parties were as follows:

                                                     30/09/2010                             31/12/2009
                                          RECEIVABLES             PAYABLES      RECEIVABLES          PAYABLES
                                             € ‘000                 € ‘000         € ‘000              € ‘000
Consolidated balance sheet
Marfin Insurance Holdings Ltd group
                                             6,634             232,078             6,656              205,077
(associate)
JCC Payment Systems Ltd (associate)          2,193                23,346                -                23,294
Provident Funds of the employees of the
                                                 5                27,318                -                17,429
Group in Cyprus
                                             8,832             282,742             6,656              245,800

Additionally, the group of Marfin Insurance Holdings Ltd held at 30/09/2010 senior debt and subordinated loan capital
of the Group of nominal value of €39.3 million (31/12/2009: €15.1 million).

During the period ending on 30/09/2010, the following transactions were realised with other related parties:

                                                        2010                                  2009
                                           INCOME              EXPENSES           INCOME             EXPENSES
                                            € ‘000               € ‘000            € ‘000              € ‘000
Consolidated Balance Sheet
Marfin Insurance Holdings Ltd Group          1,406                 8,005            2,615                10,700
(associate)

JCC Payment Systems Ltd (associate)              2                   674                2                  914

Provident Funds of the employees of the
                                                33                   567              15                   640
Group in Cyprus
Dubai Financial Limited Liability
                                                 -                     -             560                       -
Company (major shareholder)
                                             1,441                 9,246            3,192                12,254

Additionally, during the period ending on 30/09/2009, the Group received dividend of € 936,000 from JCC Payment
Systems Ltd.

There have been no material changes involving the above information from 30/09/2010 up to the publication of this
Prospectus.




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4.19 Dividend Policy
The Bank’s dividend policy is set by the Board of Directors, and takes into consideration the Group’s turnover, financial
conditions, expansion plans, capital requirements, and profitability prospects.

There are no limitations on dividend distribution, aside from the maintaining of adequate reserves in the Company’s
audited financial statements, drafted in compliance to the International Financial Reporting Standards and as per
the relevant provisions of the Law on Companies, Chapter 113, of Cyprus and the directives of the Central Bank of
Cyprus.

Listed below are the data on dividend payment for 2007, 2008 and 2009:

                                                                                             AMOUNT ADJUSTED FOR
FINANCIAL YEAR                          AMOUNT                     TOTAL AMOUNT
                                                                                                BONUS / SPLIT
2007                                  €0.35 (£0.20)                 €0.35 (£0.20)                  €0.35 (£0.20)
2008                                         €0.15                          €0.15                         €0.15
2009                                         €0.08                          €0.08                         €0.08

During its 29/02/2008 meeting, the Bank’s Board of Directors decided to recommend to the Shareholders’ General
Assembly the payment of dividend amounting to 40% (€0.35-£0.20) per share with nominal value of €0.85) for
the fiscal year 2007. The Board of Directors’ recommendation was approved by the Shareholders’ Annual General
Assembly of 15/05/2008. Beneficiaries to the dividend are shareholders after the end of the ATHEX and CSE sessions on
22/05/2008, while ex-dividend date was 23/05/2008. The dividend was paid to the shareholders on 02/062008.

During its 26/03/2009 meeting, the Bank’s Board of Directors decided to recommend to the Shareholders’ General
Assembly the payment of dividend amounting to 17.6% (€0.15 per share with nominal value of €0.85) for the fiscal
year 2008. The Board of Directors’ recommendation was approved by the Shareholders’ Annual General Assembly of
19/05/2009. Beneficiaries to the dividend are shareholders after the end of the ATHEX and CSE sessions on 28/05/2009,
while ex-dividend date was 26/05/2009. The dividend was paid to the shareholders on 12/06/2009.

During its 30/03/2010 meeting, the Bank’s Board of Directors decided to recommend to the Shareholders’ General
Assembly the payment of dividend amounting to amounting to €0.08 in cash for the fiscal year 2009. The dividend
corresponds to 40% of the Group’s net profits for 2009. The Board of Directors approved the plan in order to give
shareholders the right to re-invest the dividend. According to the plan, the re-investment price of the 2009 dividend
into shares was set at €1.34 per share, i.e. 10% below the average closing price of the Bank’s share in the Cyprus
Stock Exchange and the Athens Exchange during the first five days, during which the Bank’s share would be negotiated
ex-dividend. The Shareholders’ Annual General Assembly of the Bank’s of 25/05/2010, approved the payment of that
dividend, amounting to €0.08 per share with nominal value of €0.85. The dividend was paid to the shareholders on
21/06/2010.




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Information for Dividends after 31/12/2009
The Bank’s Articles of Incorporation were amended by the Shareholders’ Extraordinary General Assembly of 18/11/2010
to include the option for the Bank’s Board of Directors to propose the payment of interim dividends by distributing
shares or other forms of securities. The Board of Directors decided accordingly on 25/11/2010 to distribute an interim
dividend of €0.22 per share in the form of Bank issues shares. The issuance price of the new shares was set at €1.4472,
which is 10% below the share’s average closing price on the Cyprus Stock Exchange and the Athens Exchange during
the period form 11 to 15 October, 2010.




4.20 Selected Statistical Data and Other Information
Information included in the present section refers to the Bank and its subsidiaries. The statistical data presented below
may vary from the figures listed in the consolidated financial statements, as they appear in other chapters of the present
Prospectus. This information is drawn from the Group’s financial statements and from information lists submitted to
the Central Bank, pursuant to the provisions of the current regulatory framework. This reporting is part of the Group’s
regular financial and administrative reporting to the Central Bank. The figures below are in accordance with the
I.F.R.S.



4.20.1 Loan Portfolio
The Group loan portfolio registered an increase in recent years as a result of higher demand in the countries of
operation. As at 30/09/2010, the Group’s outstanding loans, before provisions, amounted to €27.2 billion or a 4.9%
increase compared to 31/12/2009. As at 30/09/2010, the breakdown of loan allocation per type of loan is: 68.7% in
business loans, 17.6% in housing loans and 13.7% in consumer loans.

The table below analyses the Group’s loan portfolio as categorised by loan type as at 30/09/2010, 31/12/2009 and
31/12/2008.

LOAN BREAKDOWN
PER TYPE                                30/09/2010                    31/12/2009                     31/12/2008
€ ‘000
Business                                18,677,258                    17,554,072                     16,165,472
Housing                                  4,772,993                      4,380,459                     3,945,420
Consumer                                 3,718,431                      3,959,261                     3,946,670
Total loans                             27,168,682                    25,893,792                     24,057,562
Less: Provisions for impairment           (985,691)                     (811,629)                      (630,336)

Total loans net of provisions           26,182,991                    25,082,163                     23,427,226




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LOAN BREAKDOWN PER
CUSTOMER’S BUSINESS
                                  30/09/2010         31/12/2009   31/12/2008
SECTOR
€ ‘000
Industry                           1,204,178          1,230,601    1,129,974
Tourism                            1,214,703          1,066,367     941,058
Trade                              3,400,977          3,303,123    2,962,053
Property and Construction          3,890,529          4,480,627    3,939,406
Personal, Professional and
                                  11,025,487          9,962,856    8,787,768
Home Loans
Other Sectors                      6,432,807          5,850,218    6,297,303
Total                             27,168,682         25,893,792   24,057,562
Less: Provisions for impairment    (985,691)          (811,629)    (630,336)

Total loans net of provisions     26,182,991         25,082,163   23,427,226




                                               171
      The tables below analyse the Group’s loan portfolio as categorised by type and country in which the borrower operates, as at 30/09/2010, 31/12/2009 and
      31/12/2008:


      Loan breakdown per type and country
                                                                                          30/09/2010

                                                                                           Country

      € ‘000                      Cyprus       Greece      England       Australia     Serbia   Romania    Estonia     Ukraine        Malta     Russia        Total

      Business                  7.055.412    9.439.556     726.545         299.421    160.533   360.835     33.618     182.148    305.387      113.803   18.677.258

      Housing                   2.013.434    2.578.833      17.936          81.164     13.019    19.728      3.963      28.247        13.397     3.272    4.772.993

      Consumer                  1.224.831    1.891.356     293.038         162.209     18.758    42.145      1.367      58.893        20.750     5.084    3.718.431

      Total                    10.293.676   13.909.745   1.037.518         542.795    192.310   422.708     38.948     269.288    339.534      122.159   27.168.682




      Loan breakdown per customer’s business sector and country




172
                                                                                          30/09/2010

                                                                                            Χώρα

      € ‘000                      Cyprus       Greece      England       Australia     Serbia   Romania    Estonia     Ukraine        Malta     Russia        Total

      Industry                   361.630       669.816      37.123          10.306     29.096    54.361       431       19.295          625     21.495    1.204.178

      Tourism                    735.538       381.811      51.147          20.354      5.270    12.845       575            0         7.163        0     1.214.703

      Trade                     1.296.583    1.754.779      20.186          53.343     36.599    73.517      1.729      86.569        43.835    33.838    3.400.977
      Property and
                                2.346.263    1.091.371         400          76.110     66.234    52.767       773       27.762    191.353       37.496    3.890.529
      Construction
      Personal, Professional
                                4.660.146    4.682.451     913.821         358.152     44.153   169.321     33.126     118.599        37.362     8.356   11.025.487
      and Home
      Other Sectors              893.516     5.329.517      14.842          24.530     10.958    59.897      2.314      17.063        59.196    20.974    6.432.807

      Total                    10.293.676   13.909.745   1.037.518         542.795    192.310   422.708     38.948     269.288    339.534      122.159   27.168.682
                                                                                                                                                                      4 INFORMATION ON THE ISSUING COMPANY




      The amount of €1,462,748 thousand relating to Shipping loans is included in the “Business” type of “Other sectors” in Greece.
                                                                                                                                                                                                             PROSPECTUS
                                                                                          31/12/2009

                                                                                           Country

      € ‘000                      Cyprus         Greece      England     Australia    Serbia    Romania      Estonia       Ukraine     Malta     Russia        Total

      Business                 6.243.953      9.170.611      715.424      262.857    152.344     393.164      35.283       172.812    297.947   109.677   17.554.072

      Housing                  1.773.809      2.436.563       18.084       69.316      9.663      23.894       3.727        28.458     14.125     2.821    4.380.459

      Consumer                 1.359.142      2.020.191      287.864      140.331     13.642      50.451       1.680        62.783     19.957     3.220    3.959.261

      Total                    9.376.904     13.627.365    1.021.371      472.504    175.649     467.509      40.690       264.053    332.029   115.718   25.893.792




                                                                                          31/12/2009

                                                                                           Country

      € ‘000                      Cyprus         Greece      England     Australia    Serbia    Romania      Estonia       Ukraine     Malta     Russia        Total

      Industry                   329.598        742.237       38.273       10.343     19.436      56.306         885        13.791       320     19.411    1.230.601




173
      Tourism                    616.585        355.596       51.355       17.560      4.714      11.948         136             0      8.474        0     1.066.367

      Trade                    1.145.526      1.842.436        9.435       52.046     25.469      85.109       1.476        81.238     19.955    40.435    3.303.123
      Property and
                               2.023.881      1.164.127      718.574       70.080     79.072     145.998      26.264        29.724    196.755    26.152    4.480.627
      Construction
      Personal, Professional
                               4.566.539      4.673.310      182.068      304.229     21.302      71.737       5.428        94.827     37.373     6.043    9.962.856
      and Home
      Other Sectors              694.775      4.849.660       21.666       18.245     25.656      96.412       6.502        44.473     69.152    23.677    5.850.218

      Total                    9.376.904     13.627.365    1.021.371      472.504    175.649     467.509      40.690       264.053    332.029   115.718   25.893.792




      The amount of €1,353,725 thousand relating to Shipping loans is included in the “Business” type of “Other sectors” in Greece.
                                                                                                                                                                       INFORMATION ON THE ISSUING COMPANY 4
                                                                                                                                                                                                              PROSPECTUS
                                                                                31/12/2008
                                                                                   Country

      € ‘000                     Cyprus        Greece    England       Australia      Serbia    Romania       Estonia     Ukraine      Malta     Russia        Total

      Business                 5.593.650    8.569.531    908.964         150.462      93.211      284.288      36.877     196.336     214.357   117.796   16.165.472

      Housing                  1.532.817    2.164.100      3.567         163.572       6.309       23.012           0       32.133     17.673     2.237    3.945.420

      Consumer                 1.393.848    2.036.030     37.786          61.172      15.105      217.850       5.184       76.710     97.312     5.673    3.946.670

      Total                    8.520.315   12.769.661    950.317         375.206     114.625      525.150      42.061     305.179     329.342   125.706   24.057.562




                                                                                31/12/2008

                                                                                   Country

      € ‘000                     Cyprus        Greece    England       Australia      Serbia    Romania       Estonia     Ukraine      Malta     Russia        Total




174
      Industry                  273.552       697.098     34.793           8.192      13.813       67.200       1.317       15.360      5.822    12.827    1.129.974

      Tourism                   532.964       324.110     51.149          16.773       5.662        4.600        788             0      5.012        0      941.058

      Trade                     893.349     1.689.967     16.473          38.768      33.665       97.200       1.974       90.535     44.811    55.311    2.962.053
      Property and
                               2.525.130    1.065.010        292         113.677       5.742       74.800       2.435       41.226    100.189    10.904    3.939.406
      Construction
      Personal, Professional
                               3.846.514    4.360.908    190.621         191.428      21.022       72.700       5.184       31.441     37.367    30.583    8.787.768
      and Home
      Other Sectors             448.805     4.632.569    656.988           6.367      34.721      208.650      30.364     126.618     136.141    16.081    6.297.303

      Total                    8.520.315   12.769.661    950.317         375.206     114.625      525.150      42.061     305.179     329.342   125.706   24.057.562
                                                                                                                                                                       4 INFORMATION ON THE ISSUING COMPANY




      The amount of €1,529,596 thousand relating to Shipping loans is included in the “Business” type of “Other sectors” in Greece.
                                                                                                                                                                                                              PROSPECTUS
                                                                                                       PROSPECTUS




                INFORMATION ON THE ISSUING COMPANY 4

The table below is an analysis of the activity of the provisions for bad debts for the periods ended on 30/09/2010,
31/122009 and 31/12/2008:

€ ‘000                                 30/09/2010                     31/12/2009                 31/12/2008
Balance at beginning
                                           811,629                      630,336                     570,386
of period
Provision for impairment of
advances from:
Business acquisitions                            0                            0                      14,321
Business disposals                               0                            0                         (73)
Provision for impairment of
advances for the year:
Continuing operations                      280,148                      327,466                     194,688
Discontinued operations                          0                            0                          73
Release of provision and
recoveries:
Continuing operations                      (78,789)                     (76,899)                    (65,274)
Discontinued operations                          0                            0                        (289)
Advances written-off                       (28,571)                     (63,874)                    (75,050)
Exchange differences                         1,274                       (5,400)                     (8,446)
Balance at end of period                   985,691                      811,629                     630,336




Non-performing loans and provisions for loan impairment
The following table analyses the credit quality of the Group’s advances on 31/12/2009 and 31/12/2008. It is noted that
all impaired loans have been characterised as non-performing.

31/12/2009                                            LARGE CORPORATE    SMALL AND MEDIUM
                              INDIVIDUALS                                                        TOTAL ADVANCES
€ ‘000                                                   CUSTOMERS        SIZE ENTERPRISES
Neither past due nor
                               6,451,044                 8,508,467             6,455,774            21,415,285
impaired
Past due but not
                               1,181,979                   763,342                  953,211          2,898,532
impaired
Impaired                        717,763                    227,013                  635,199          1,579,975
Total (before
                               8,350,786                 9,498,822             8,044,184            25,893,792
provisions)
Provisions for
impairment – individual        (181,564)                  (119,287)                (261,133)         (561,984)
impairment
Provisions for
impairment – collective        (203,369)                   (30,143)                 (16,133)         (249,645)
impairment
Total net of provisions        7,965,853                 9,349,392             7,766,918            25,082,163




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4 INFORMATION ON THE ISSUING COMPANY
31/12/2008                                        SMALL AND MEDIUM          LARGE CORPORATE
                              INDIVIDUALS                                                            TOTAL ADVANCES
€ ‘000                                             SIZE ENTERPRISES            CUSTOMERS
Neither past due nor
                               6,004,093                7,284,200                6,713,147              20,001,440
impaired
Past due but not
                               1,149,543                  847,013                1,012,433               3,008,989
impaired
Impaired                         460,631                  151,524                 434,979                1,047,133
Total (before
                               7,614,267                8,282,737                8,160,559              24,057,562
provisions)
Provisions for
impairment – individual         (153,311)                (151,900)               (180,942)                (486,153)
impairment
Provisions for
impairment – collective         (117,702)                 (15,818)                (10,663)                (144,183)
impairment
Total net of provisions        7,343,254                8,115,019                7,968,954              23,427,226



As at 30/09/2010, €21.2 billion for neither past due nor impaired loans, €4.1 billion for past due but not impaired
loans, and €1.9 billion for impaired loans were the amounts per type respectively.

The following table presents advances, which were past due but not impaired as at 30/09/2010, 31/12/2009 and
31/12/2008.

31/12/2009                                         LARGE CORPORATE         SMALL AND MEDIUM
                              INDIVIDUALS                                                            TOTAL ADVANCES
AMOUNTS IN € ‘000                                     CUSTOMERS             SIZE ENTERPRISES
Past due up to
                                 535,935                  385,456                 299,018                1,220,409
30 days
31 to 60 days                    285,004                  102,997                 102,576                  490,577
61 to 90 days                    179,586                  116,007                 186,795                  482,387
over 90 days                     181,454                  158,882                 364,822                  705,158
Total                          1,181,979                  763,342                 953,211                2,898,532



31/12/2008                                         LARGE CORPORATE         SMALL AND MEDIUM
                              INDIVIDUALS                                                            TOTAL ADVANCES
AMOUNTS IN € ‘000                                     CUSTOMERS             SIZE ENTERPRISES
Past due up to 30
                                 602,563                  648,754                 503,689                1,755,006
days
31 to 60 days                    278,268                  103,047                 150,123                  531,438
61 to 90 days                    177,236                   40,462                 173,947                  391,645
over 90 days                      91,476                   54,750                 184,674                  330,900
Total                          1,149,543                  847,013                1,012,433               3,008,989




4.20.2 Investment Portfolio
As at 3/09/2010, the book value of the Group’s commercial and investment portfolio amounted to €8.2 billion,
representing 19.2% of the Group total assets. The book value of government and other bonds amounted to €7.8 billion
or 95% of the Group’s commercial and investment portfolio. Upon preparation of financial statements in accordance
with I.F.R.S., the Group classified the securities owned by it in the following categories: Commercial portfolio (financial


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              INFORMATION ON THE ISSUING COMPANY 4

assets at fair price through profit or loss), Available-for-sale investment portfolio, Held-to-maturity investment portfolio,
and Loans-and-receivables investment portfolio (debt securities lending).

The Group holds a portfolio of considerable size in GGBs, with book value amounting to €3.4 billion on 30/09/2010,
representing 7.9% of the Group total assets, and 90.9% of total equity. It should be noted that €338.5 million
of the abovementioned €3.4 billion refer to treasury bills which mature in 2011. 59.38% of GGB’s total portfolio
mature in 2013.

The Group applies the IAS 39 provisions to define when the investment portfolio financial assets have been
impaired. The Group evaluates on each reference date, the existence of objective proof that a security or a
number of securities are impaired. The determination of whether there are signs of significant impairment
requires exercising significant judgement. In making this judgement the Group evaluates among other factors,
the volatility in share price. The determination of a significant or prolonged decrease requires from management
to make estimates. The factors that are taken into consideration in such estimates include share price volatility.
Furthermore, impairment may arise when there are objective signs of a deteriorating financial status of a company
in which the Group has invested, industrial and business sector performance, changes in technology and operating
and financing cash flows.

The vast majority of the Group’s investments in debt securities, consists of Greek Government bonds, international
corporate and state bonds, European securitisations of house loans and bonds issued by the Republic of Cyprus.
Unrealised losses compared to Hellenic Republic Bonds, are due to the steep drop in Greece’s credit rating and
the expansion of GGB credit limits, as a consequence of the negative developments regarding the Greek National
debts and the fiscal deficit. However, the decrease in fair value, below the amortised cost or the cost of a financial
asset, does not necessarily constitute proof of impairment. Nor is the elimination of an active market, due to the
fact that the securities are no longer publicly tradable, a sign of impairment. Also, the downgrading of an issuer’s
credit rating does not constitute, on its own, proof of impairment, even though it can be considered as such if
taken into consideration with other available information. Other factors that are taken into consideration, when
evaluating possible impairment of Group-held debt securities, include the existence or the possibility of default or
a delay to pay interest or capital and significant financial difficulty by the issuer. In 2009, the Group accounted in
its impairment losses results €4.4 million for bonds that have been issued by Greek and International companies
and financial institutions. The net losses unrecognised in the results that concern the investment portfolio which
has been accounted in equity on 30/09/2010, amounts to €66 million after taxes, of which €27 million concern
HRBs. The Group’s portfolio on shares and other movable assets consists mainly investments in shares listed on
ATHEX and CSE. The largest part of the Group’s investment in shares was acquired through strategic investments
or investments with a medium or long term plan. Exercising judgement with possible impairment takes into
consideration, among other things, the estimate whether there is significant or prolonged decrease in fair value
of a share investment below cost.




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4 INFORMATION ON THE ISSUING COMPANY
Reclassification of Financial Assets
On 01/04/2010, the Group reclassified financial assets with a book value of €228.5 million from the available-for-sale
investment portfolio to the loans and receivables investment portfolio. The Group identified the debt securities for
which, on the date of reclassification, there was no intention of trading or sale in the foreseeable future and which
met the criteria for reclassification. The book and fair value of the reclassified debt securities on 30/09/2010, was € 238
million and € 182.8 million respectively.

The table below presents the reasonable value of the managed commercial portfolio per category of investment and
the available-for-sale investment portfolio, as well as the residual value of the held-to-maturity and the loans-and-
receivables investment portfolios for 31/12/2007, 31/12/2008, 31/12/2009, and 30/09/2010.

 € 000                                                      30/09/2010      31/12/2009       31/12/2008      31/12/2007
Financial assets at fair value through profit or loss
Cyprus Sovereign Securities                                         -                -               -               -
Hellenic Republic Bonds & Treasury Bills                       19,622            1,322           2,026          44,421
Other Sovereign Securities                                        622            2,702          12,858          13,236
Corporate bonds                                                     6           12,125           9,318          12,634
Securities of financial institutions                           10,671           24,845          74,932         285,706
Asset Backed Securities & Covered Bonds                             -                -               -               -
Total Securities                                               30,921           40,994          99,134         355,997
Equities, Funds and other transferable securities              98,624          122,901         108,416         332,617
Total commercial portfolio                                    129,545          163,895         207,550         688,614
Available-for-sale investment portfolio
Cyprus Sovereign Securities                                    158,375         360,511          12,500          17,952
Hellenic Republic Bonds & Treasury Bills                       313,459         331,625         594,177         320,448
Other Sovereign Securities                                     461,724         524,347         168,023         176,445
Corporate bonds                                                467,956         899,017         693,668          50,369
Securities of financial institutions                           548,100       1,156,261       1,850,646       1,697,527
Asset Backed Securities & Covered Bonds                         12,932               -           1,200          37,960
Total Securities                                             1,962,546       3,271,762       3,320,214       2,300,702
Equities, Funds and other transferable securities              314,844         293,132         285,959         436,754
Total available-for-sale investment portfolio                2,277,390       3,564,893       3,606,173       2,737,456
Held-to-maturity investment portfolio (at amortised cost)
Cyprus Sovereign Securities                                    303,654         245,797         214,341         273,778
Hellenic Republic Bonds & Treasury Bills                       381,954          77,868          39,435          63,307
Other Sovereign Securities                                     387,495         209,925         109,056               -
Corporate bonds                                                  1,954           5,989             924           4,050
Securities of financial institutions                           125.234         141,217         127,227          34,655
Asset Backed Securities & Covered Bonds                        668,152         700,534         673,053               -
Total Securities                                             1,868,444       1,381,330       1,164,036         375,789
Equities, Funds and other transferable securities                    -               -               -               -
Total held-to-maturity investment portfolio                  1,868,444       1,381,330       1,164,036         375,789
Loans-and-receivables investment portfolio
Cyprus Sovereign Securities                                     19,597               -               -                -
Hellenic Republic Bonds & Treasury Bills                     2,662,772       2,150,176               -                -
Other Sovereign Securities                                      91,306          88,519          87,775                -
Corporate bonds                                                276,773         340,823         330,189                -
Securities of financial institutions                           789,200         756,550         507,854                -
Asset Backed Securities & Covered Bonds                         59,000          59,000          12,477                -
Total loans-and-receivables investment portfolio             3,898,648       3,395,068         938,295                -

The following table contains information on maturity of Group investments in bonds as at 30/09/2010:




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                INFORMATION ON THE ISSUING COMPANY 4

                    PERCENTAGE
                                                          FINANCIAL                                        SECURITISATION &
TIME BAND             OF TOTAL            TOTAL                             SOVEREIGN      CORPORATES
                                                        INSTITUTIONS                                       COVERED BONDS
                     PORTFOLIO
0 - 3 months              8%              591,794            58,891           528,167                0            4,737
3 - 6 months             4%               313,901           58,891            240,076          14,934                0
6 - 12 months            4%               335,879           88,336            240,076           7,467                0
1 - 3 years             30%             2,337,077          485,849          1,776,560          74,668                0
3 - 5 years             16%             1,222,063          323,900            720,227         119,469           58,467
5 - 10 years            29%             2,222,273          441,681          1,104,348         530,151          146,093
> 10 years              10%               737,572           15,667            192,126               0          530,788
Total                  100%             7,760,560        1,473,205          4,800,580         746,689          740,086



4.21 Memorandum and Articles of Association
4.21.1 Incorporation and Scope
MPB is a limited public company, registered in Cyprus since 1924 under number “1”, pursuant to Chapter 113 of the
Cyprus Company Law. In Cyprus it operates in the banking sector under the trade name “Marfin Laiki Bank”. It also
operates in a number of other countries and sectors, either directly or through its subsidiaries.

The registered office and the headquarters of the Bank are at 154 Limassol Avenue, 2025 Nicosia (PO Box 22032, 1598
Nicosia).

The main objectives of the Bank are described in article 3 of its Memorandum. Its main objectives include, among other,
the set up and undertaking of banking, stock exchange and trading activities of every kind as well as the incorporation,
operation and running of branches both in Cyprus and abroad. The Bank has obtained a license to provide banking services
pursuant to Law 66(I)/1997 on Banking, as amended; it is subject to the supervision of the Cyprus Central bank.



4.21.2 Classes of Shareholders
Existing Bank shares are not divided into classes, they rank pari passu.



4.21.3 Change of Rights
Shareholders’ rights are defined in the Cypriot Law on Companies, Chapter 113, as well as in the Bank’s Articles of
Association. As long as it is not provided otherwise by the Cypriot Law on Companies, Chapter 113, the rights specified
in the Articles of Association may be changed by an amendment of the Bank’s Articles of Association, for which a
special resolution during a shareholders’ meeting is required (increased 75% majority).

If at any time, the Bank’s share capital is divided into different classes of shares, observing the provisions of Article 70 of
Cypriot Law on Companies, Chapter 113, and irrespective of whether the Bank is under dissolution or not, the rights
attached to any class (unless it is otherwise provided in the terms of issuance of that particular class), may be amended or
abolished by a written consent of the holders of three fourths of the issued shares of that particular class, or by the approval
of a regular resolution that is approved during an extraordinary general meeting of the holders of the said class.

It is noted that the relevant terms in the Articles of Association regarding the change of shareholders’ rights are not
more restricting than existing legislation.




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4 INFORMATION ON THE ISSUING COMPANY
4.21.4 Invitation to General Assemblies
The procedures for the invitation and participation in the Bank’s general meetings are specified in articles 51 and 77 of
the Articles of Association.



4.21.5 Restrictions in the Shareholder’s Change of Control and Notification of Changes
There is no provision in the Memorandum, the Articles of Association or in any other internal bank regulation, the
application of which may delay, postpone or prevent changes in the control status of the Bank.

It is noted that, pursuant to article 3 of the Articles of Association, by observation of any instructions to the opposite
that may be included in a special resolution approved by the bank’s general meeting, any new shares that are issued
must first be offered to existing Bank shareholders, pro rata to the shares they are in hold of. This provision is common
to companies listed in Cyprus.

It is also noted that the acquisition of a significant number of Bank shares is subject to the 2007 Law on Public Offers
for Acquisition, which regulates public offers for the acquisition of company stock and relevant issues and which also
imposes time limitations or the obligation to submit a public offer for the acquisition of a significant percentage or the
majority of shares of a company listed in the CSE.

Changes regarding the Bank’s control percentage should be announced pursuant to the relevant provisions of
Cypriot Law on Companies, Chapter 113, 2007 Law on Public Offers for Acquisition as well as the Cyprus Laws
on Securities and Securities’ Stock Exchanges. It is also noted that according to article 17 (I) of the 1997 Law on
Banking Operations of the Cyprus Republic, it is prohibited to anyone, even through one or more collaborators, to
have control over any bank that has been incorporated in the Cyprus Republic, or its parent company, unless s/he
have first obtained a written approval by the Central Bank of Cyprus.



4.21.6 Changes at Share Capital Level
Pursuant to article 43 of its Articles of Association, the Bank is entitled, from time to time, to increase its capital, by
ordinary resolution, by an amount divided into shares of such value as shall be specified in the resolution.

This provision is not more restrictive that the relevant legislation in force.



4.21.7 Selected Articles from the Articles of Association
The Bank’s Articles of Association are available at its registered office. The Articles of Association include, among other,
the following provisions:

3. Notwithstanding any provisions to the contrary which may included in a special resolution approved by the
  Company in General Assembly, all new shares issued, as well as any other securities which provide an option
  to purchase Company shares or which may be converted into company shares, shall before their issue be
  offered to the Company’s shareholders pro rata to each shareholder’s participation to the company’s capital
  on a specific date to be designated by the Board of Directors. Any such offer shall be made by written notice,
  designating the number of shares and / or other securities which provide an option to purchase company
  shares, or which may be converted into Company shares, which the shareholder is entitled to acquire and the
  time-period during which offer, must be accepted for it not to be considered as rejected If by the expiration
  of such time period a written reply is not received fromthe person to whom the offer is being made or to


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             INFORMATION ON THE ISSUING COMPANY 4

  whom such right has beenassigned, that heaccepts all or part of the offered shares or other securities which
  provide an option to purchase Company shares or which may be converted into Company shares, the
  Board of Directors may distribute these shares in the way it considers is most beneficial to the Company.


  If, for any reason, a problem appears in the distribution of the shares and / or other securities amongst the
  shareholders, such problem shall be resolved by a decision of the Board of Directorsunless different instructions
  by the Company in General Assembly exist.

5. Subject to the provisions of section 57 of the Law, any preference shares may, with the sanction of a special
  resolution, be issued on the terms that they are, or at the option of the Company are liable, to be redeemed on such
  terms and in such manner as the Company before the issue of such shares may by special resolution determine. that,
  in the Company’s view, they are subject to being purchased under such terms and in such manner as the Company
  may specify by a special resolution, before the issuance of such shares.

6. If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any
  class (unless otherwise provided by the terms of issue of shares of that class) may, subject to the provision of section
  70 of Cypriot Law on Companies, Chapter 113, whether or not the Company is being wound up or not be amended
  or abolished with the consent in writing of the holders of three fourths of the issued shares of that class, or with
  the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the shares of that
  class. To every separate general meeting, the provisions of these Articles relating to general meetings shall apply,
  mutatis mutandi, but so that the necessary quorum shall be two persons at least holding or representing by proxy
  one third of the issued shares of the class, and that any holder of shares of the class present in person or by proxy
  may demand a poll and if at any previously postponed general meeting of these holders there is not a quorum the
  shareholders or shareholder present shall be deemed to form a quorum.

7. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by
  the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further sharesranking
  pari passu therewith.

28. The Directors may also decline to recognise any instrument of transfer if:
  (a) The instrument of transfer document is not accompanied by the certificate of the shares to which it relates, and
     such other evidence as the Directors may reasonably require, to show the right of the transfer or to make the
     transfer, and
  (b) The instrument of transfer is in respect of more than one class of shares.

43. The Company may from time to time by ordinary resolution increase the share capital by such sumto be divided into
    shares of such amount as the resolution shall prescribe.

44. The Company may by ordinary resolution:
  (a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.
  (b) Subdivide its existing shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of
     Association subject, nevertheless, to the provisions of section 60(1)(d) of the Law,
  (c) Cancel any shares, which, at the date of the passing of the resolution, have not been taken or agreed to be taken
     by any person.




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4 INFORMATION ON THE ISSUING COMPANY
51. The Company shall, each year, hold a general meeting as itsannual general meeting in addition to any other
    meetings in that year, and shall specify the meeting as such in the notices calling it, and not more than fifteen
    months shall elapse between the date of one annual meeting of the Company and that of the next. The annual
    general meeting shall be held at such time and place, as the Board of Directors shall appoint.

57. All business shall be deemed special tha is transacted at an extraordinary general meeting, and also all business that
    is transacted at an annual general meeting, with the exception of the declaration of a dividend, the examination of
    the accounts, balance sheetsand the reports of the Directors and auditors, the election of Directors in the place of
    those retiring and the appointment of, and the fixing of the remuneration of the auditors.

66. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands
    every member present in person or by proxy shall have one vote, and on a poll every member shall have one vote
    for each share of which he is the holder.

82. (1) The Directors shall exercise all the powers of the Company to give guaranteees and to borrow money, in such
       manner and on such terms as the Directors may from time to time consider right and expedient. The Directors
       shall also have the right to charge or mortgage the whole or part of the undertaking, the movable or immovable
       property of the Company, present or future, including the whole or part of the uncalled capital, and to issue
       debenture stock and mortgage debentures and other bonds and securities whether they are perpetual and
       redeemable, repayable, or whether outright or as security or in any other way and under any conditions for any
       debt, liability or obligation of the Company or of any third party.
    (2) The above mentioned debenture stock with floating charge, debentures or debenture stock, mortgage debentures,
       bonds or other securities may be issued at a discount, at a premium, or in any other manner and with such powers
       as to redemption, surrender, issue of shares or otherwise, as the Directors may consider right and expedient.

83. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting
    and registering the Company, and may exercise all such powers of the Company as are not, by the Law or by these
    Regulations, required to be exercise by the Company in general meeting, subject nevertheless to any of these
    Regulations, to the provisions of the Law and to such regulations, being not inconsistent with these Regulations
    or the provisions of the Law, as may be prescribed by the Company in general meeting; but no regulation made,
    by the Company in general meeting shall invalidate any prior act of the Dorectors which would have been valid if
    that Regulatuion had not been made.

117. The Company in General Assembly may declare dividends, but no dividend shall exceed the amount recommended
     by the Directors.

118. The Directors may from time to time pay to the members such interim dividends on any shares, as appear to the
     Directors to be justified by the profits of the Company.

119. No dividend shall be paid otherwise than out of profits.

139. If the Company shall be wound up the liquidator may, with the sanction of an extraordinary resolution of the
     Company and any other sanction required by the Law, divide amongst the members in specie or kind the whole or
     any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may,
     for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine
     how such division shall be carried out as between the members or different classes of members. The liquidator


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                INFORMATION ON THE ISSUING COMPANY 4

     may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit
     of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be
     compelled to accept any shares or other securities whereon there is any liability.




4.22 Other Statutory Information
4.22.1 Material Contracts
During the two years preceding the publication of the Prospectus, there exists no material contract that does not fall
in the category of those signed in the ordinary context of the issuer’s activities and which can create for any Group
member a right or obligation seriously affecting the issuer’s ability to fulfil his obligations towards the holders of the
issued stock.



4.22.2 Judicial And Arbitration Procedures
During the last twelve months and on the date of this Prospectus there are pending motions against the Group
in relation to its business activity. On the basis of a legal advice, the Board of Directors believes that there exists
sufficient defence against any pursued claim and that it is not likely that the Group shall incur any serious damage. As
a consequence in the audited consolidated financial accounts there was no provision concerning the said claims.

On the basis of the above and the provisions of paragraph 11.6 of Addendum XI, Regulation 809/2004, a relevant
negative statement is attached to this Prospectus (see Section 4.25.2).



4.22.3 Material Changes in the Financial or Commercial Status of the Company
The MPB Group management believes that no material change has taken place in the financial or the commercial status
of MPB from the date of the latest publications of non-audited consolidated financial reports, on 30/09/2010, up to the
date of this Prospectus, apart from what is mentioned in Section 4.8.



4.22.4 Factors that have affected the Bank’s Activities
The Bank has not been affected by any extraordinary factors in the context of the expansion of operations and
geographical areas that it covers, apart from what is mentioned in Section 4.8 and Section 4.20.

On the date of this Prospectus there have been no disruptions in the activities, or existed in the immediately preceding
period, that has or had an important impact on its financial status.

There is no dependence of the Bank from patent licenses or exploitation permits connected to industrial, commercial
or financial agreements.



4.23     Documents Available For Review
a. The documents attached to this Prospectus, which was delivered to the Capital Market Committee in Cyprus for
  registration, were those of the Auditors, namely PricewaterhouseCoopers Limited and Grant Thornton, the consent
  by Marfin CLR (Financial Services) Ltd and the relevant statements by the Boards of the Directors, as required by the
  relevant regulations.

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4 INFORMATION ON THE ISSUING COMPANY
b. Copies of the following Bank documents will be available for review during normal working hours, from 8:30 a.m.
  up to 13:30 p.m., at the Bank’s registered office during the time that the Prospectus shall be valid.

  • The Memorandum and the Bank’s Articles of Association
  • The audited consolidated Group financial statements for the years 2007, 2008 and 2009,
  • The summary interim, non-audited Group financial statements for the nine-month’ period that ended on
    30/09/2010,
  • The consents and certificates mentioned in Section 4.25.

It is also noted that the Group’s financial statements are also available on the Group’s site (www.laiki.com).


4.24 References
Audited, consolidated Group financial statements for the years 2007, 2008 and 2009 as well as interim non-
audited, consolidated Group financial statements for the nine-month period that ended on 30/09/2010, have
been incorporated in this Prospectus by reference, pursuant article 28 of Regulation 809/2004 of the European
Commission.

Investors may obtain a free copy of:

i. Audited consolidated financial statements for the year 2007,

ii. audited consolidated financial statements for the year 2008,

iii. audited consolidated financial statements for the year 2009,

iv. interim, condensed, non-audited Group’s financial statements for the nine-month’ period that ended on
  30/09/2010,

during normal working days and hours, between 8:30 a.m. and 13:30 p.m., at the Bank’s registered office, during the
time that the Prospectus shall be valid as well as on the Group’s site (www.laiki.com).




4.25 Consents, Confirmations and Statements
4.25.1 Consents and Confirmations
The Issuer’s Board of Directors states that no material change has taken place in the stock exchange or commercial
position of the Issuer from the date of the latest published non-audited, consolidated financial statements
(30/09/2010).

The following consents and confirmations exist:

a. The Bank’s Statutory Independent Auditors, namely PricewatehouseCoopers Limited and Grant Thornton, who have
  audited the Bank’s consolidated financial statements on 31/12/2007, 31/12/2008 and 31/12/2009, have given and
  have not withdrawn their written consent for the inclusion of their reports in MPB’s Prospectus, dated 21/12/2010,
  in the form and context in which they are included.




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             INFORMATION ON THE ISSUING COMPANY 4

b. The Lead Manager Responsible for Drawing up the Prospectus, namely Marfin CLR (Financial Services) Ltd has
  granted and has not withdrawn its written consent for the issuance of the Prospectus of Marfin Popular Bank Public
  Co Ltd, dated 21/12/2010, with reference to it’s name in the form and the context presented herein.

c. The Lead Manager, namely Investment Bank of Greece S.A. has granted and has not withdrawn its written consent
  for the issuance of the Prospectus of Marfin Popular Bank Public Co Ltd, dated 21/12/2010, with reference to it’s
  name in the form and the context presented herein.

d. This Prospectus has been presented to the Bank’s Board of Directors, Messrs. Andreas Vgenopoulos, Neoclis Lissandrou,
  Efthimios Bouloutas, Christos Stylianides and Panayiotis Kounnis, and has been approved. The abovementioned
  members of the Bank’s Board of Directors have taken every reasonable care to ensure the collection and registration
  of all data required by the Law and they assume responsibility for the accuracy, correctness and completeness of the
  information and data contained in this Prospectus. The above Directors, having taken every reasonable measure to
  that end, state that information contained in the Prospectus is, to the best of their knowledge, true and that there
  are no omissions that could distort its contents.




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4 INFORMATION ON THE ISSUING COMPANY
Letters of Consent

a. From PricewaterhouseCoopers Limited

21 December 2010

Board of Directors

Marfin Popular Bank Public Co Ltd

Nicosia




Honourable Sirs,

We are the Auditors of Marfin Popular Bank Public Co Ltd (“Company”) for the years 2007, 2008 and 2009.

The Company’s consolidated financial statements for the years that ended on 31 December 2007, 31 December 2008
and 31 December 2009 have been examined and audited by us and the auditors pursuant to the International Auditing
Standards on 28/02/2008, 26/03/2009 and 30/03/2010 respectively. In our reports, on the dates mentioned above we
have expressed our opinion without reservations as to those financial statements.

Hereby, we grant and we do not withdraw our consent as to the references to our name and the inclusion of our
reports in the Prospectus, dated 21 December 2010, concerning Marfin Popular Bank Public Co Ltd, in the form and
the context in which they are contained.




Yours faithfully

PricewaterhouseCoopers Limited

Auditors




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              INFORMATION ON THE ISSUING COMPANY 4

b. From Grant Thornton

21 December 2010

Board of Directors

Marfin Popular Bank Public Co Ltd

Nicosia




Honourable Sirs,

We are the Chartered Accountants-Auditors of Marfin Popular Bank Public Co Ltd (“Company”) for the years 2007,
2008 and 2009.

The Company’s consolidated financial statements for the years that ended on 31 December 2007, 31 December 2008
and 31 December 2009 had been examined and audited by us and the auditors pursuant to the International Auditing
Standards on 28/02/2008, 26/03/2009 and 30/03/2010 respectively. In our reports, on the dates mentioned above we
have expressed our opinion without reservations as to those financial statements.

Hereby, we grant and we do not withdraw our consent as to the references to our name and the inclusion of our
reports in the Prospectus, dated 21 December 2010, concerning Marfin Popular Bank Public Co Ltd, in the form and
the context in which they are contained.




Yours faithfully

Grant Thornton

Auditors




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4 INFORMATION ON THE ISSUING COMPANY
c. Marfin CLR (Financial Services) Ltd

21 December 2010

Board of Directors

Marfin Popular Bank Public Co Ltd

Nicosia




Honourable Sirs,

Hereby, we grant and we do not withdraw our consent as to the references to our name in the form and the context
in which they are contained in the Prospectus Marfin Popular Bank Public Co Ltd, dated 21 December 2011.




Yours faithfully

Marfin CLR (Financial Services) Ltd

Responsible for Drawing up the Prospectus Lead Manager




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              INFORMATION ON THE ISSUING COMPANY 4

d. Investment Bank of Greece S.A.

21 December 2010

Board of Directors

Marfin Popular Bank Public Co Ltd

Nicosia




Honourable Sirs,

Hereby, we grant and we do not withdraw our consent as to the references to our name in the form and the context
in which they are contained in the Prospectus of Marfin Popular Bank Public Co Ltd, dated 21 December 2010.




Yours faithfully

Investment Bank of Greece S.A.

Lead Manager




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4 INFORMATION ON THE ISSUING COMPANY
4.25.2 Declarations
According to the provisions of Regulation 809/2004, Addendum XI, paragraph 11.6., the following declaration has
been made.

The Board of Directors of Marfin Popular Bank Public Co Limited declares that, during the period of the last twelve
months minimum, there were nor are any administrative, judicial or arbitration procedures which could have or have
had, recently, any material impact on the Issuer’s and/or the Group’s financial situation or the profitability.




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     NOTE REGARDING THE ISSUANCE AND LISTING OF
 RIGHTS TO THE CYPRUS AND THE ATHENS EXCHANGES                                                                                      5
5.1 Indicative Rights’ Time-Schedule
DATES                                                                                         FACTS
                                                          Date of the Board of Directors’ decision regarding the issuance of
11/11/2010
                                                          Rights.
                                                          Date of Extraordinary General Assembly for the increase of share
18/11/2010
                                                          capital.
                                                          Date of approval for the publication of this Prospectus by the
21/12/2010
                                                          Cyprus Securities and Exchange Committee.
                                                          Last cum date of the Bank’s share, i.e. date by which the persons
03/01/2011                                                who shall acquire shares of the Bank shall be entitled to participate
                                                          in the allotment of Nil Paid Rights.
04/01/2011                                                Ex-rights Date
                                                          Registration/record date, at the end of which the shareholders
07/01/2011                                                entitled to take part in the allotment of Rights are registered in
                                                          the records of the CSE and the ATHEX.
                                                          Dispatch date of allotment letters/informative letters to the
14/01/2011
                                                          shareholders.
                                                          First day of trading period for Rights, beginning of exercise period
24/01/2011                                                regarding for Rights, as well as beginning of period regarding
                                                          Subscription Rights.
04/02/2011                                                Last day of Rights’ trading period.
                                                          End of period regarding the exercise of Rights and of period
11/02/2011
                                                          regarding Subscription Rights.
                                                          Decision of the Board of Directors for the allotment of any non-
15/02/2011
                                                          exercised Rights.
                                                          Date of issuance and dispatch of allotment letters for the new
21/02/2011
                                                          shares which will be issued following the exercise of the Rights.
25/02/2011                                                Commencement of trading of new shares.
It is noted that the time-schedule depends on unforeseen circumstances and it may thus be amended through an announcement
to the CSE and the ATHEX, as well as to the Greek and Cypriot press, or with the issue of a Supplementary Prospectus, if the
latter is deemed necessary,




5.2 General Data for the Issuance of Rights
Issuer:                                                   Marfin Popular Bank Public Co Ltd («Bank», «MPB»).
                                                          Issuance of 976.335.208 Nil Paid Rights (Rights) offered to Marfin
                                                          Popular Bank Public Co Ltd shareholders who shall be registered
                                                          in the Central Depository/ Registry of the CSE as well as in the
                                                          Dematerialised Securities System (“DSS”) of the Hellenic Stock
                                                          Exchanges S.A. (“HELEX”), on 07/01/2011 (record date).

                                                          Rights shall be issued and allotted at a ratio of one (1) Right for
Nil Paid Rights’ Issuance (‘NPR’, ‘Rights’):              each (1) ordinary share owned. Ex-rights date is 07/01/2011. That is,
                                                          the persons entitled to the allotment of Rights shall be those who
                                                          acquire Marfin Popular Bank Public Co Ltd shares by 03/01/2011 (last
                                                          cum date). It is noted that all shareholders shall have Subscription
                                                          Rights, which shall be exercised concurrently with their Rights for the
                                                          acquisition of additional new shares, in case they remain undisposed
                                                          at the end of the exercise period of Rights.




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       NOTE REGARDING THE ISSUANCE AND LISTING OF
5      RIGHTS TO THE CYPRUS AND THE ATHENS EXCHANGES

                                      Every two (2) Rights that shall be exercised at a total price of €1,00
                                      shall be converted to one (1) fully paid new share of Marfin Popular
                                      Bank Public Co Ltd. The new shares shall be listed in the CSE and
Rights Ratio to new shares:
                                      the ATHEX, provided that the relevant approvals shall be given by
                                      the CSE and the ATHEX. During the exercise of Rights any arising
                                      fractional shares shall be ignored.
                                      Subscription Rights with regard to Rights which have not been
                                      exercised shall be given to shareholders entitled thereto and persons
                                      who shall acquire Rights while trading on the CSE and the ATHEX,
                                      as long as they have fully exercised their existing rights. There is
                                      no maximum number of Rights with reference to Subscription
                                      Rights. Subscription Rights shall be exercised concurrently with
                                      the exercise of Rights throughout the exercise period of Rights, in
                                      accordance with the procedure set out in Section 5.10.

                                      MEB’s Shareholders who shall acquire MEB shares until the last
                                      cum date, ie 03/01/2011 shall have the right to participate in
                                      the present share capital increase by exercising their Subscription
                                      Rights, in accordance with the procedure set out in Section 5.10.

                                      It is noted that MEB’s shareholders shall be given priority in the
                                      procedure of Subscription Rights during the present share capital
                                      increase, which shall precede the Subscription Rights of the other
Subscription Rights:                  persons entitled to Subscription Rights. The, MEB shareholders
                                      who will be entitled to priority in Subscription Rights will be those
                                      who shall acquire MEB shares until the 31/12/2010.

                                      Example:

                                      As at the last cum date, a Marfin Egnatia Bank S.A. («ΜΕΒ»)
                                      shareholder holds 100 MEB shares. Based on the exchange ratio
                                      the shareholder would have been entitled for (100 x 0.6726990008
                                      =) 67.2699 shares of the Bank divided by 2, resulting to 33.6350
                                      shares, rounded up to the nearest whole number, therefore
                                      entitling the shareholder to subscribe for 34 new shares.

                                      ΜΕΒ shareholders will have the right to exercise the Subscription
                                      Right, with no priority, for the acquisition of additional new
                                      shares, if any remain undisposed at the end of the exercise period
                                      of Rights. The exercise of Subscription Rights by a Beneficiary
                                      presupposes that s/he shall have exercised fully all the Rights that
                                      s/he holds at that time
                                      If the number of undisposed shares is not sufficient to fully cover
                                      the demand expressed by those entitled thereto by a written
                                      statement submitted for the exercise of their Subscription Rights,
                                      those shares shall be distributed pro rata on the basis of the
                                      demand expressed.

Allocation of any undisposed shares   In case there are still undisposed shares, the Board of Directors
                                      shall proceed to dispose of those shares (resulting from Rights that
                                      have not been exercised) at its sole discretion, to the benefit of
                                      the Bank, within fourteen (14) days from the end of the exercise
                                      period of Rights, under thesame terms and at the same price they
                                      are being offered. The Bank’s share capital shall be increased by
                                      the percentage of the final coverage.



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     NOTE REGARDING THE ISSUANCE AND LISTING OF
 RIGHTS TO THE CYPRUS AND THE ATHENS EXCHANGES                                                                               5
                                                      €1,776,500,000 divided into 2,090,000,000 shares of a nominal
Approved share capital
                                                      value of €0,85 each.
                                                      €829,884,926.80 divided into 976,335,208 shares of a nominal
Issued share capital:
                                                      value of €0.85 each.
Price of NPR per new share:                           €1,00
                                                      The holders of Rights may exercise in whole or in part the Rights
                                                      they are entitled to. The holders may trade in the stock exchange
Partial exercise of NPR / Sale of NP / purchase of    market (CSE and ATHEX) the Rights that they do not intend to
additional NPR:                                       exercise, at their current trading price. The holders of Rights, as
                                                      well as the rest of the investors may also purchase additional
                                                      Rights from the stock exchange (CSE and ATHEX).
                                                      The exercise price is payable in full at the time of exercise of the
Terms of payment:
                                                      respective Rights.
Classification of new shares resulting from the       The new shares that will be issued shall rank pari passu with
exercise of NPR:                                      existing shares to all intents and purposes.
                                                      Marfin CLR (Financial Services) Ltd
                                                      Marfin CLR House, 26 Vironos Avenue, 1096 Nicosia
Lead Managers:
                                                      Investment Bank of Greece S.A.
                                                      24B Kifissias Avenue, Maroussi 15125, Athens
Responsible for Drawing up
                                                      Marfin CLR (Financial Services) Ltd
the Prospectus Lead Manager
Sponsor Responsible for the Collection of the
                                                      Marfin Popular Bank Public Co Ltd
Subscription monies of the exercised Rights




5.3 Terms for the Offer of Rights
5.3.1 Issuance and Allotment of Rights
According to the decision taken by the Board of Directors of the Bank on 11/11/2010, the Bank shall proceed to issue
new shares of the Bank in favour of existing shareholders, through the issuance of Rights. Rights shall be issued and
allotted gratis to the Bank’s shareholders who shall be registered in the Central Depository/Registry of the CSE as well
as in the Dematerialised Securities System (“DSS”) of the HELEX, on 07/01/2011 (record date), at a ratio of one (1) Nil
Paid Right for each (1) ordinary share. Ex-rights date is 04/01/2011. That is, the persons entitled to the allotment of
Rights shall be those who acquire MPB shares by 03/01/2011 (last cum date).

All shareholders shall have Subscription Rights, which shall be exercised concurrently with their Rights for the acquisition
of additional new shares, in case they remain undisposed at the end of the exercise period of Rights, as described in
Section 5.10.

The exercise of the Subscription Right by any Beneficiary requires that s/he will have fully exercised all the Rights held
at the time of their exercise. Subscription Rights shall be exercised concurrently with Rights, namely throughout the
exercise period of Rights, as described in Section 5.10.

Every two (2) Rights exercised at a total price of €1,00 shall be converted into one (1) fully paid new share of the Bank.
The new shares shall be listed in the CSE and the ATHEX, on the assumption that the relevant approvals shall be given
by the CSE and the ATHEX. During the exercise of Rights any fractional shares arising shall be ignored.



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      NOTE REGARDING THE ISSUANCE AND LISTING OF
5     RIGHTS TO THE CYPRUS AND THE ATHENS EXCHANGES

In case that there are Rights that have not been exercised after the end of the exercise period of Rights and the
fulfilment of Subscription Rights, the Board of Directors of the Bank, at its sole discretion, shall proceed to their
allocation, to the benefit of the Bank, within fourteen (14) business days from the end of the exercise period of Rights,
under the same terms and at the same price that the offer is made.

This issuance and allotment of Rights refers to new securities, it does not include existing securities allocation.
The Bank has no right to cancel or suspend the issuance and allotment of the securities offered pursuant to this
Prospectus.

The holders of Rights who do not exercise these Rights in a timely manner and according to the relevant procedure will
not receive any compensation.

ΜΕΒ shareholders that will acquire MEB shares until the last cum date, i.e. 03/01/2011 are able to participate
in the current capital increase, by exercising the Subscription Right, in accordance with the procedure set out in
Section 5.10. ΜΕΒ shareholders shall have a Subscription Right in the current share capital increase, which shall
precede the Subscription Right of any other person entitled to Subscription Right. With regard to the exercise
of Subscription Rights, according to the terms herein, the number of shares of the Bank shall be calculated on
the basis of the exchange ratio of 0,6726990008 new shares of the Bank for every existing, ordinary share of
MEB, and based on the number of MEB shares held as at 03/01/2011 (last cum date). In particular, the priority
Subscription Right will be exercised for a number of new shares, equal to the quotient of dividing the above
number of shares of the Bank that would be entitled under the exchange ratio, given any fractional differences,
divided by 2, rounded up to the nearest whole number.



5.3.2 Time regarding the Rights’ Offer
Rights shall be offered to the Bank’s shareholders that shall be registered both in the Central Depository/ CSE Registry
as well as in the DSS of HELEX, on 07/01/2011 (record date).

The share shall trade without the right to the acquisition Rights as of 04/01/2011.

That is, those entitled to the allotment of Rights shall be the ones that acquire the Bank’s shares by 03/01/2011 (last
cum date).

The exercise of Rights by investors from Exempt Countries is prohibited. In case the said investors exercise Rights and
this becomes known, the Bank shall cancel the said exercise of rights and refund any paid amounts to the investor.

The holders of Rights who do not exercise these Rights in a timely manner and following the relevant procedure will
not receive any compensation.



5.3.3 Announcement of Offer
The Bank shall announce the offer of Rights by written announcement to the CSE and the ATHEX as well as through
the press, according to the applicable legislation.




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      NOTE REGARDING THE ISSUANCE AND LISTING OF
  RIGHTS TO THE CYPRUS AND THE ATHENS EXCHANGES                                                                       5
5.3.4 Rights’ Exercise Price
The total price has been set at the amount of €1,00 for every two (2) Rights, which shall be converted into one (1) fully
paid new share of the Bank. During the exercise of Rights any fractional shares arising shall be ignored.

The examples given in the following table can be used as a reference guide for the procedure:

                               NUMBER OF        NUMBER OF                                COST OF
 NUMBER OF                   CORRESPONDING      RIGHTS THAT         NEW RESULTING       EXERCISE        TOTAL AMOUNT
 EXISTING SHARES              RIGHTS TO THE       SHALL BE            SHARES(1)       PER EACH NEW         PAYABLE
                              SHAREHOLDER        EXERCISED                                SHARE
500                                    500              500              250              €1,00               €250
509                                    509              509              254              €1,00               €254
3.000                                3.000          3.000              1.500              €1,00             €1.500
(1)
      Number of existing shares divided by 2.

The price for the exercise of Rights was set by decision of the Board of Directors of the Bank on 11/11/2010.



5.3.5 Terms of payment
The payable amount (number of shares X rights’ exercise price) is payable at the time of exercise of Rights, as mentioned
in Section 5.5 and Section 5.6, otherwise it shall be deemed that the offer has not been accepted by the holder, the
Rights shall be deemed not to have been exercised and they shall remain at the Bank’s jurisdiction.



5.3.6 Concurrent trading on the CSE and the ATHEX
Rights for the acquisition of new shares shall be transferrable and traded concurrently in the CSE and the ATHEX.

Trading of Rights in the CSE and the ATHEX shall begin on 24/01/2011 and last until 04/02/2011 inclusive. From the ex-
rights date onwards, i.e. as of 04/01/2011, the Bank’s shares shall be traded in the CSE and the ATHEX without Rights
with regard to the present increase of share capital.



Trading on the CSE
After the listing of the Rights in the CSE, they shall be transferrable either in whole or in part through the opening of
a statement of exercise naming an operator/trustee and by giving to the specific CSE operator/trustee access to those
securities. If the holder has already made a statement of exercise to a specific operator/trustee, a new statement is not
necessary, as long as the specific operator/trustee is given access to transfer in whole or in part the holder’s Rights. In
order for the operator /trustee to proceed with the statement of exercise, an Investor’s Account number must already
exist. Every transfer shall be registered in the Central Registry and the Rights shall be registered in the name of the
beneficiary three days after the transaction.



Trading on the ATHEX
The Rights of the beneficiaries who shall have their shares registered in the DSS of HELEX shall be kept in the DSS
electronically and they shall be traded in the same way in the Stock Exchange.




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5.3.7 Transfer of Rights from the Central Depository/CSE Registry to the Hellenic
      Exchanges DSS.

If the Rights arise from shares registered in the Central Depository/CSE Registry and the shareholder wishes to sell them
through the ATHEX, s/he shall have to:

• Be a registered investor in the ATHEX, i.e. have a DSS Investor’s Account and have specified an operator for his/her
 Account, and

• Ask from the operator of his/her Account at the CSE where the Rights are registered to transfer them. In case the
 Rights are registered in the Special Account of his/her portfolio, the investor shall fill in a relevant transfer request and
 submit it directly to the CSE, which shall proceed to the necessary steps.



5.3.8 Transfer of Rights from the DSS of HELEX to the CSE Central Depository/Registry.
If the Rights result from shares registered in the DSS and the shareholder wishes to sell them through the CSE, s/he
shall have to:

• Be a registered investor in the CSE, i.e. have an Investor’s Account with the CSE Central Depository/Registry and have
 specified an operator for his/her Account, and

• Ask from the operator of his/her Account at the DSS where the Rights are registered to transfer them. In case the
 Rights are registered in the Special Account of the DSS Investor’s Account, the investor shall submit a transfer request
 directly to HELEX, which shall execute the relevant instructions.




5.4 Procedure for the exercise of Rights
MPB is the Sponsor Responsible for the Collection of the Subscription monies of the exercised Rights.

The exercise of Rights by investors from Exempt Countries is prohibited. In case the said investors exercise Rights and
this becomes known, the Bank shall cancel the said exercise of rights and refund any paid amounts to the investor.




5.5 Procedure for the exercise by shareholders registered in the Central
    Depository/CSE Registry
The exercise period of Rights for shareholders registered in the Central Depository/CSE Registry is set from
24/01/2011 to 11/02/2011. The last cum date is 11/02/2011.

The allotment letters for Rights/informative letters shall be dispatched on 14/01/2011.

Holders of Rights who shall acquire such rights while they are being traded in the CSE shall have to contact MPB in
Cyprus during the period specified for the exercise of Rights, in order to exercise their Rights. Rights acquired at the
time they are traded in the CSE may be exercised five business days after their acquisition date.

In order to exercise their rights, holders of Rights must fill in and sign a relevant application form, stating the number
of shares for which the Rights are exercised; they must also hand it in to any branch of MPB in Cyprus.


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RIGHTS TO THE CYPRUS AND THE ATHENS EXCHANGES                                                                         5
The subscription application form must be delivered during business days and hours to any MPB branch in
Cyprus and in any case only within the exercise period (Monday to Friday 8:30 – 1:30 and Monday afternoon
3:15 – 4: 45). At the same time, the value of the new shares which they are entitled to and they wish to
subscribe for shall be paid:

• By cheque of any Bank or Credit Institution to the order of “Marfin Popular Bank Public Co Ltd”, or

• By banker’s draft to the order of “Marfin Popular Bank Public Co Ltd”, or

• By instruction to debit the bank account kept with Marfin Laiki Bank by the person who makes the request, or

• In cash.

Shareholders who shall exercise their rights shall get a relevant receipt, which is not a security, nor a temporary stock
option and it cannot be traded in the CSE or the ATHEX.

It is noted that the holders of Rights may exercise the Rights in whole or in part that they are in hold of. In both
cases they shall have to present the application form, after they have previously filled it in and signed it for the
number of shares they want; they shall also have to pay the price corresponding to the number of Rights they
wish to exercise.

If the application form for the Rights is signed and submitted, the acceptance of same is irrevocable. In case the exercise
of rights is paid by a cheque that bounces for any reason, it shall be deemed that the specific holder of Rights has not
exercised the relevant rights.

If on the basis of the CSE data and/or the subscriber’s demographic particulars more than one subscriptions are found
concerning the same physical or legal persons, the total of such subscription shall be deemed to be a sole integrated
one, and in any case, if the shareholder has been subscribed for more shares than those corresponding to his rights, the
surplus subscription shall be null and void.

Upon exercise of Rights, same shall cease to exist and shall be converted into share capital of the Bank, at a ratio of one
(1) new share for every two (2) Rights exercised.

Exercise of Rights and payment by their holder of the respective price (for total or partial exercise) shall be deemed as
an acceptance of the offer under the terms of this Prospectus and the Bank’s Articles of Association.

It is noted that in order for investors to be able to take part in the increase of the Bank’s share capital they must keep
an active Investor Account number as well as a Securities Account number with the CSE, so that the newly acquired
shares can be credited to ther account. The Investor’s Account number and the Securities’ Account number must be
written in the application form that they shall submit for the exercise of their rights. Further on, investors must specify
their Operator with regard to the shares distributed to them, by filling the Operator’s code number in the application
form. In case an investor has not specified an Operator, the shares distributed to him/her shall be credited in the CSE
Special Account.




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5.6 Procedure of exercise concerning shareholders registered with the
    CDS of the Hellenic Stock Exchanges Company
The exercise period of Rights with regard to shareholders registered in the DSS of the Hellenic Exchanges S.A. is set from
24/01/2011 to 11/02/2011. The last cum date is 11/02/2011.

The allotment letters for Rights/informative letters shall be dispatched on 14/01/2011.

Holders of Rights who shall acquire such rights at the time they are traded in the ATHEX shall have to contact Marfin
Egnatia Bank Ltd or their Operator during the exercise period of Rights, in order to exercise their Rights.

In order to exercise their rights, holders of Rights must fill in and sign the relevant application form, stating the number
of shares for which the Right is exercised, as well as submit the following:

• The relevant certificate that they have blocked their Rights in order to exercise them. To obtain such certificate they
 should contact (a) the Operator of their Securities’ Account (a stock exchange company or trustee) or (b) HELEX, in
 case their shares are kept in the DSS Special Account.
• Their tax registration number (TRN).
• Their identity card or passport.
• A copy of the DSS data.

Also, they must state:

• The DSS Investor Account Number,
• The DSS Securities’ Account Number, and
• The authorised operator of their securities’ account.

The exercise of Rights shall be performed during the above period of time in the following manner:

• At any branch of MEB in Greece, or
• Through their securities’ accounts Operators (stock exchange companies or trustees, other than HELEX) by submitting
 the necessary supporting documents as long as the operator consents thereto.

It is emphasised that holders of Rights may duly authorise their securities’ account operator to proceed to all the
necessary steps on their behalf, with the purpose of exercising their Rights for them, as far as their participation in the
share capital increase is concerned.

The application form must be delivered during business days and hours to any Marfin Egnatia Bank S.A. branch in
Greece and in all cases only during the period of exercise (Monday to Thursday 08:00 – 02:30 and Friday 08:00 – 2:00).
At the same time, the value of the new shares which they are entitled to and they wish to subscribe for shall be paid:

• By banker’s draft to the order of MEB, or
• By instruction to debit the bank account kept with MEB by the person who makes the request, or
• In cash.

Shareholders who shall exercise their rights shall get a relevant receipt, which is not a security, nor a temporary stock
option and it cannot be traded in the CSE or the ATHEX.




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RIGHTS TO THE CYPRUS AND THE ATHENS EXCHANGES                                                                         5
It is noted that the holders of Rights may exercise in whole or in part the Rights that they are in hold of. In both cases
they shall have to present the application form for the Rights, after they have previously filled it in and signed it for
the number of shares they want to accept; they shall also have to pay the price corresponding to the number of Rights
they wish to exercise.

If the allotment letter for the Rights is signed and submitted, the acceptance of same is irrevocable.

If on the basis of the DSS data and/or the subscriber’s demographic particulars, more than one subscriptions are found
concerning the same physical or legal persons, the total of such subscriptions shall be deemed to be a sole integrated
one, and in any case, if the shareholder has been subscribed for more shares than those corresponding to his rights, the
surplus subscription shall be null and void.

Upon exercise of Rights, same shall cease to exist and shall be converted into share capital of the Bank, at a ratio of one
(1) new share for every two (2) Rights exercised.

Exercise of Rights and payment by their holder of the respective price (for total or partial exercise) constitutes an
acceptance of the offer under the terms of this Prospectus and the Bank’s Articles of Association.

It is noted that in order for investors to be able to take part in the increase of the Bank’s share capital they must keep
an active Investor Account number as well as a Securities Account number with the DSS, so that the newly acquired
shares can be credited therein. The Investor Accountnumber and the Securities Account number must be written in the
application form to be submitted for the exercise of their rights. Further on, investors must specify their Operator with
regard to the shares that shall be distributed to them, by filling the Operator’s code number in the application form. In
case an investor has not specified an Operator, the shares distributed to him/her shall be credited in the ATHEX Special
Account.




5.7 Impact on dilution
Given that Rights are offered to existing shareholders at a ratio of the shares they already hold, in case all Rights are
exercised as offered, dilution shall remain at the same levels and participation percentages of existing shareholders shall
remain unaffected.

With regard to existing shareholders that shall not exercise any for the Rights offered to them, for any reason, their
participation percentage shall be decreased up to 33%.

The final percentages in each case shall depend on the final percentage of Rights exercised, which shall define the total
number of shares of the Bank.




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5.8 Rights / Dividends
The new shares arising from the exercise of Rights shall rank immediately pari passu with existing ordinary shares of a
nominal value of €0.85 each and they shall be entitled to participate in any payment of dividend, being registered at a
date later than the date of allotment of the new shares. Those shares shall not be entitled to dividends that were paid
before their registration date.

Also, the above ordinary fully paid new shares shall be treated in the same manner with regard to issues of participation
in the Bank’s profits and in any surplus upon liquidation of the Bank, as existing ordinary shares of the Bank.

It is noted that there are no buy-back or conversion clauses with regard to those shares.




5.9 Information with regard to Rights and transferable securities being
    offered
The Rights will be traded on the Cyprus Stock Exchange and the Athens Exchange. Upon their exercise they shall be
converted into new shares that shall be listed in the CSE and the ATHEX and shall be traded along with existing shares
of the Bank. In the table that follows, basic information is set out with regard to Rights and ordinary new shares arising
from the exercise of Rights.

                                                                         NEW ORDINARY SHARES TO BE ISSUED AS RESULT
                                        NIL PAID RIGHT
                                                                                  OF THE RIGHTS EXERCISE
                                                                   Ordinary shares with the same rights as all existing shares of
Securities’ Classification     Rights
                                                                   the Bank
                               According     to   Companies
Legislation pursuant to        Law, the Public Offer and           According to Companies Law, the Law on Public Offers and
which they were issued         Prospectus Law of 2005 as well      2005 Law on Prospectuses as well as Regulation 809/2004 of
/ they shall be issued         as Regulation 809/2004 of the       the European Union Committee
                               European Union Committee
Type of transferable
                               Ordinary and demate-rialised        Ordinary and dematerialised
securities
                               Central     Depository   and
                               Central CSE Registry as well        Central Depository and Central CSE Registry as well as HELEX
Record keeping
                               as HELEX Dematerialised             Dematerialised Securities’ System (DSS)
                               Securities’ System (DSS)
Currency of Issuance           EURO(€)                             EURO(€)
Currency of Trading            EURO(€)                             EURO(€)
                               It shall be given by the CSE
ISIN                                                               CY0000200119
                               upon approval of listing Rights
Trading                        CSE and ATHEX                       CSE and ATHEX
Dividend Rights                No                                  Yes
Voting rights                  No                                  Yes (one vote per share)
Preference right to
register for securities of     Not applicable                      Yes
the same category
Right of participation in
                               No – See dividend rights            See dividend rights
the issuer’s profits
Right to any surplus in
                               No                                  Yes
case of liquidation




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                                                                             NEW ORDINARY SHARES TO BE ISSUED AS RESULT
                                         NIL PAID RIGHT
                                                                                      OF THE RIGHTS EXERCISE
Decisions pursuant to            On the basis of Board of Directors’
                                                                         On the basis of Board of Directors’ Decision dated 11/11/2010.
which they are issued            Decision dated 11/11/2010.
Restrictions on Free
                                 No*                                     No*
Transfer

* Rights under issuance are freely transferable by their holders.

There are no binding acquisition offers for the Bank’s share capital. During the last and the current year there were no
public offers for the acquisition of the Bank’s share capital.

It is noted that when a public offer regarding a merger or acquisition is submitted, the provisions of 2007 Law on Public
Offers for Acquisitions are in force, including clauses intended to secure the equal treatment of shareholders. Also,
relevant provisions of the Cyprus Company Law are in force in the event of acquisition of a percentage higher than
90%, as a result of a public offer, where it is possible to activate clauses providing for the mandatory acquisition of the
remaining percentage as well.


5.10 Subscription Rights to non-exercised Rights
5.10.1 Subscription Rights to non-exercised Rights by beneficiary shareholders and
       persons that will acquire Rights
Subscription Rights with regard to non-exercised Rights shall be given to shareholders entitled thereto and persons who
shall acquire Rights during their trading on the CSE and the ATHEX, as long as they have fully exercised their Rights.
There shall be no maximum number of nil-paid Rights with reference to Subscription Rights. Subscription Rights shall
be exercised concurrently with the exercise of nil-paid Rights throughout the period for the exercise of nil-paid Rights,
either through the operators’ of the stocks’ accounts or directly through the Bank’s branches.

The exercise of the Subscription Right by any Beneficiary requires that s/he will have fully exercised all the Rights held
at the time of their exercise. The Subscription Right shall be exercised concurrently with the Rights and therefore
throughout the period of exercise of the Rights as described in Section 5.10.

The exercise of Subscription Rights shall be effected by written statement submitted to the Bank’s branches by payment
of the sum, (namely €1,00 X number of nil-paid Rights) as mentioned below:

• In Cyprus the amount shall be paid:
 o By banker’s draft to the order of “Marfin Popular Bank Public Co Ltd”, or
 o By instruction to debit the bank account kept with Marfin Egnatia Bank LTD by the person who submits the
    request, or
 o In cash.

The amounts paid that shall not be used for the acquisition of unassigned shares shall be returned interest-free to the
persons who exercised relevant Subscription Rights.

• In Greece the written statement shall be attached to an irrevocable order given by the subscribed shareholder to have
  the deposits account kept by the shareholder with MEB frozen by an amount equal to the total price for the purchase
  of unassigned nil-paid Rights for which she exercises a Subscription Right and at the same time an irrevocable order
  towards the Bank to proceed, at the date of full or partial fulfilment of the said right, to debit said account by

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 an amount equal to the total price for the purchase of the shares that shall finally be assigned to the subscribed
 shareholder and accordingly to an equivalent crediting of the above share capital increase special account. Upon
 exercise of subscription rights, the persons exercising such shall get a relevant receipt, which shall not be a temporary
 security and cannot be traded.

With regard to the Subscription Rights granted in the context of the said procedure, new shares shall be issued for
those who shall submit said request.

If the number of Unassigned Shares is not sufficient to fully cover the demand expressed by each shareholder, according
to the written statement submitted for the exercise of their Subscription Rights, those shares shall be distributed pro
rata on the basis of the demand expressed.

The Bank shall inform the public with regard to the coverage of the increase and the allocation of any unassigned shares
through an announcement published in the CSE and the ATHEX.

In case there is an additional Prospectus published, investors that shall have subscribed to participate in unassigned
Nil-Paid Rights, or have already acquired shares through same, may withdraw their subscriptions, within a maximum of
three business days from the publication of the Supplemental Prospectus. Withdrawal is not possible in the event that
the shares have already been issued.



5.10.2 Subscription Rights to non-exercised Rights by beneficiary shareholders and
       persons that will acquire Rights
ΜΕΒ shareholders that will acquire MEB shares until the last cum date, i.e. 03/01/2011 are able to participate in the
current capital increase, by exercising the Subscription Right.

ΜΕΒ shareholders shall have a Subscription Right in the current share capital increase, which shall precede the
Subscription Right of any other person entitled to Subscription Right. With regard to the exercise of Subscription
Rights, according to the terms herein, the number of shares of the Bank shall be calculated on the basis of the exchange
relation of 0,6726990008 new shares of the Bank for every old, ordinary share of MEB of nominal value €1,27 each.
It is clarified that in case there is a surplus demand for Rights, in the context of the Subscription Rights’ procedure, the
requests made by Marfin Egnatia Bank S.A. shareholders shall be satisfied first. In particular, the priority Subscription
Right will be exercised for a number of new shares, equal to the quotient of dividing the above number of shares of
the Bank that would be entitled under the exchange ratio, given any fractional differences, divided by 2, rounded up
to the nearest whole number.

Example:
As at the last cum date, a ΜΕΒ shareholder holds 100 MEB shares. Based on the exchange ratio the shareholder would
have been entitled for (100 x 0.6726990008 =) 67.2699 shares of the Bank divided by 2, resulting to 33.6350 shares,
rounded up to the nearest integer, therefore entitling the shareholder to subscribe for 34 new shares.

ΜΕΒ shareholders will have the right to exercise the Subscription Right, with no priority, for the acquisition of additional
new shares, if any remain undisposed at the end of the exercise period of Rights. The exercise of Subscription Rights by
a Beneficiary presupposes that s/he shall have exercised fully all the Rights that s/he holds at that time

The Subscription Right, as described above will be exercised in parallel with the exercise of Rights throughout the
period for the exercise of Rights. For the exercise of the Subscription Right, MEB shareholders shall address at any

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    NOTE REGARDING THE ISSUANCE AND LISTING OF
RIGHTS TO THE CYPRUS AND THE ATHENS EXCHANGES                                                                          5
branch of MEB in Greece or through their securities’ accounts Operators (stock exchange companies or trustees,
other than HELEX) by submitting the necessary supporting documents as long as the operator consents thereto. The
written statement shall be accompanied by an irrevocable mandate of the shareholder binding a deposit account
held by the shareholder in MEB for an amount equal to the total price of the unsubscribed Rights, for which s/he
exercises the Subscription Right and at the same time an irrevocable mandate to the Bank to proceed and charge the
account by an amount equal to the total price of the shares that will be ultimately given and then an equal credit
in the above account.

Following the exercise of the Subscription Right, the shareholders exercising such a right shall obtain a receipt, which
is not a temporary title and is not negotiable.

In order to exercise their rights, holders of Rights must fill in and sign the relevant application form, stating the number
of shares for which the Right is exercised, as well as submit the following:
• Their tax registration number (TRN).
• Their identity card or passport.
• A copy of the DSS data.

Also, they must state:
• The DSS Investor Account Number,
• The DSS Securities’ Account Number, and
• The authorised operator of their securities’ account.

It is emphasised that holders of Rights may duly authorise their securities’ account operator to proceed to all the
necessary steps on their behalf, with the purpose of exercising their Rights for them, as far as their participation in the
share capital increase is concerned.

The application form must be delivered during business days and hours to any MEB branch in Greece and in all cases
only during the period of exercise (Monday to Thursday 08:00 – 02:30 and Friday 08:00 – 2:00).

In relation to any Rights alocated under the aforementioned procedure, new shares will be issued to the applicants.

If the number of undisposed shares is not sufficient to fully cover the demand expressed by those entitled thereto
by a written statement submitted for the exercise of their Subscription Rights, those shares shall be distributed pro
rata on the basis of the demand expressed, and a priority shall be given to MEB shareholders that have exercised the
Subscription Right in accordance with the terms and procedures of this Prospectus.



5.11 Non exercised nil-paid Rights
In the event that after the end of the period for the exercise of Nil-Paid and Subscription Rights, there are still non
exercised nil-paid Rights (as mentioned in Section 5.10), the Bank’s Board of Directors, at its sole discretion, shall
proceed to allocate the unassigned shares (resulting from non-exercised nil-paid Rights) to the benefit of the Bank,
within fourteen (14) days from the end of the exercise of nil-paid Rights, under the same terms and at the same price
that the offer is being made. The Bank’s share capital shall be increased by the percentage of the final coverage.

For the aforementioned procedure, the Board of Directors may request the services of consultants from Cyprus, Greece
or elsewhere.


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5.12 Announcement of Results
The Bank shall make an announcement, through which the results shall be published in the Cypriot and Greek press.



5.13 Letters Allotting New Shares
The letters allotting new shares resulting from the exercise of nil-paid Rights shall be issued and mailed within 5
business days from the last cum date of the exercise period, namely on 21/02/2011.




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                                     OTHER IMPORTANT INFORMATION 6

6.1 Use of proceeds of the Issue
The issue of the Rights is performed with the aim of further improving the capital structure of the Group, with the
objective of reinforcing its organic growth and gradually adapting to the upcoming Basel III regulations establishing
more stringent capital adequacy requirements.



6.2 Net Proceeds of the Issue
The total cost of the Issuance, including professional fees which will be paid to the Lead Managers, auditors, legal
advisors and issuance consultants, fees to the competent supervisory authorities, printing and distribution expenses of
the Prospectus, and advertising expenses is estimated at approximately EUR 0.75 million.

In the event that all the Rights are issued and exercised, about EUR 488.2 million will be raised and the net proceeds of
the issue following deduction of the issue expenses is anticipated to reach EUR 487.45 million. The exact amount will
depend on the final percentage of exercised rights.

It is noted that the expenses mentioned above, are possible to substantially increase in the case where MPB will assign
advisors in Cyprus, Greece and other countries for the allocation of any undisposed shares that may arise, after the
procedure of the exercise of Rights and Subscription Rights is completed.



6.3 Withdrawal Right
In the event that a supplementary prospectus is published, as provided for by Articles 14(1)(6) and 14(1)(7) of the
Cyprus Public Offer and Prospectus Law of 2005, investors who have agreed or have been bound in any manner prior to
the publication of the supplement to the prospectus to exercise their Rights and to purchase new shares by registration,
to which this Prospectus refers, on the basis of the information therein, may back out and be released with no liability
attaching to them in regards to the promise and commitment they have undertaken. The Withdrawal Right is exercised
within three working days from the publication of the supplementary prospectus. The Withdrawal Right does not apply
to cases where the shares have been issued.



6.4 Tax Regime
On the date of the present Prospectus, the following Tax Law provisions were in effect. It is understood that, in the
event of any amendment of the legislation, the amended text of the law will be enforced.


6.4.1 Tax Regime - General Matters
(i) Tax Regime for the Bank
The Bank was incorporated in the Republic of Cyprus as a legal person (Public Company). The Bank is subject to tax in
accordance with the provisions of the tax legislation of the Republic of Cyprus applicable at the time and in accordance with
the tax legislation of other countries in which the Bank or its subsidiaries carry out their business, as applicable at the time,
and in compliance with Double Taxation Avoidance Agreements that Cyprus has signed with some of those countries.

Moreover, where the Bank operates through subsidiaries or affiliated companies in third countries that are Member
States of the European Union, applicable EU directives are also in effect.


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6 OTHER IMPORTANT INFORMATION
(ii) Gains on Disposals of Securities
According to the Income Tax Law 118(I)/2002, as amended, “gain on sale of securities” is exempt from Income Tax.
“Securities” under article 2 of the Law and relevant circulars issued by the Inland Revenue Department on 17/12/2008
and 29/05/2009, means shares (common, founder’s and preferred), bonds, debentures, founders and other securities of
companies or other legal persons which are legally incorporated in Cyprus or abroad and rights of titles as well as the
following investment products: short positions on titles, futures / forwards on titles, swaps on titles, depositary receipts
on titles such as ADRs and GDRs, conditional Repos on titles, units in open-end or close-end collective investment
schemes, International Collective Investment Schemes - ICIS, Undertakings for Collective Investments in Transferable
Securities - UCITS, Investment Trusts, Investment Funds, Mutual Funds, Unit Trusts, Real Estate Investment Trusts,
participations in the share capital of companies provided that they are not transparent entities for tax purposes
on income and participations in security indices only for cases representing securities. Note that the circular dated
29/05/2009 clarifies that “Promissory notes” and “Bills of exchange” do not fall under the term “Securities”.



(iii) Deemed Distribution
According to the provisions of the Special Contribution for Defence Law N117(I)/2002, as amended, a company which
is a tax resident in Cyprus, is deemed as distributing 70% of its accounting profits (as adjusted in accordance with the
relative legislation) after corporation tax, in the form of dividends, at the end of a two years period as of the end of the
fiscal year in which the accounting profits are accounted for and renders an extraordinary contribution for defence at
a rate of 15% of the deemed dividend attributable to shareholders (natural persons or companies) who are residents
of Cyprus.

The amount of deemed dividend is reduced by any actual dividend distributed during the year in which profits are
accounted for (interim dividend) and two years after the end of the fiscal year in which the profits are accounted for.
An actual dividend distributed to shareholders is not subject to any Special Contribution for Defence (see 1.2 below).

In the case that an actual dividend is being paid after the lapse of the two years, any deemed distribution amount
reduces the actual dividend on which an extraordinary contribution is deducted.


(iv) Cyprus International Business Companies
Cyprus International Business Companies which are Cypriot tax residents are taxed in the same way as all other legal
persons who are Cypriot tax residents.



(v) Non-Cypriot Tax Residents (natural and legal persons)
In case of Non-Cypriot residents, the tax treatment of dividends received depends on the tax regime of their country
of tax residence. However, Cypriot tax residents are exempt from defence contribution or any other Cypriot tax on the
dividends received.

Listed below there is information regarding the tax treatment of dividends which is subject to a number of factors and
parameters, and investors should seek advice from a specialist tax advisor.




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                                     OTHER IMPORTANT INFORMATION 6

6.4.2 Tax Regime- Taxation of Dividends
It is noted that the tax treatment of the income of each investor is subject to a number of factors and parameters, and
it is up to investors to seek advice from a specialist tax advisor.



(i) Investors who are Cypriot Tax Residents
Dividends received from Cypriot tax resident companies are exempt from taxation if they are paid to another company,
while they are subject to a 15% defence contribution if paid to an individual who is a Cypriot tax resident. The company
paying out the dividend is obliged to withhold the special defence contribution on payment of the dividend to a
shareholder who is a natural person and Cypriot tax resident, and remit it to the tax authorities on or before the last
day of the month following the month in which the withholding was made.


(ii) Investors who are not Cypriot Tax Residents
Dividends received from Cypriot tax resident companies and paid to a non-Cypriot tax resident (natural or legal persons)
are exempt from taxation in Cyprus. If the profits from which the dividend was received were subject to deemed
dividend distribution at any time, the special defence contribution paid as a result of the deemed dividend distribution
and corresponding to a dividend paid to a non-Cypriot tax resident (natural or legal persons) is reimbursed, following a
relevant application submitted by the shareholder to the Cypriot tax authorities.



6.4.3 Special Tax Duty on Stock Exchange Transactions
In line with the provisions of the “Imposition of Special Duty on Stock Exchange Transactions” Law of 1999 (the validity
of the legislation stands as of 01/01/2000 until 12/31/2011), on transactions defined in the Table and compiled based
on the Securities Trading Rules (Electronic Trading System) of 1999 or otherwise, all transactions executed on the Stock
Exchange or announced to the Stock Exchange, are subject to a special tax duty on each transaction, in accordance
with the tax rates and terms. The amount corresponding to the special tax duty on the transaction is borne by the seller
or the person who announces the transaction, as the case may be.

The rate of the special tax duty is set at 0.15% if the seller of the security or the person announcing the transaction is
either legal or natural person. The fee is calculated as follows:

• In case of transactions formed on the Stock Exchange, on the amount of stock transaction,

• In case of any other transaction specified in the Table and announced in the Stock Exchange pursuant to Article 23 of
the Securities and Stock Exchange Laws 1993 to 1999, on the total value of the securities on the day of announcement
of the transaction on the Stock Exchange, based on the closing price of the securities as at that day, or if there no such
price, based on the last existing price or based on the declared price, whichever is the highest.




6.5 Movement of Capital and Participation by Foreign Investors
The Capital Movement Law of the Republic of Cyprus does not affect the provisions of article 17(1) of the Banking
Law of the Republic of Cyprus. According to article 17(1) of the Banking Law, it is prohibited to any person, either
alone or in consort with an associate or associates, to exercise the control of any bank established in the Republic of
Cyprus or of its parent company, unless that person obtains the prior written approval of the Central Bank of Cyprus


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6 OTHER IMPORTANT INFORMATION
(control means (i) owning 10% or more of votes at any general meeting of the company or its parent company, or (ii)
the ability of a person to determine, in any manner, the election of a majority of the directors of the company or its
parent company).

The present Prospectus is not distributed within or to the United States, Canada, Australia, South Africa, Japan, or to
any other country in which, according to the laws of such a country, this issue offering is illegal or constitutes a breach
of any applicable law, rule or regulation.




6.6 Capital Adequacy Regulations
The capital adequacy of the Group is monitored in accordance with the Directive for the Calculation of the Capital
Requirements and Large Exposures of Banks (the ‘Directive’), which was issued by the Central Bank of Cyprus in
December 2006. With this Directive, the Central Bank of Cyprus enacted the provisions of the European Union Directive
for the calculation of Capital Requirements. The European Union Directive for the calculation of Capital Requirements
brought into force the requirements of Basel II, which were issued by the Basel Committee on Banking Supervision. The
Group implements the provisions of the Directive as of 01/01/2008. Basel II consists of three Pillars:

• Pillar I: Calculation of Minimum Capital Requirements;

• Pillar II: Supervisory Review and Evaluation Process (SREP) and

• Pillar III: Disclosure of Information.

The Central Bank of Cyprus monitors the Group on a consolidated basis. Moreover, its foreign subsidiaries are also
supervised by local authorities.

The Central Bank of Cyprus requires each bank/group to maintain a minimum capital adequacy ratio of 8%, in
accordance with Pillar I. The Central Bank of Cyprus may impose additional capital requirements for risks not covered
under Pillar I.

Total regulatory capital consists of Tier 1 capital and Tier 2 (supplementary) capital.

• Tier 1 capital primarily consists of shareholders’ equity (after subtracting the book value of own shares), minority
  interest and non-distributed profits, after subtracting provisions for final dividends. The book value of the goodwill
  and other intangible assets is subtracted from Tier 1 capital.

• Tier 2 (supplementary) capital primarily consists of subordinated debt and positive fair value adjustments derived from
  the valuation of real estate and financial instruments available for sale.

Investments in subsidiaries that do not conduct banking operations as well as interests in other banking establishments
exceeding 10% of their capital are also subtracted from Tier 1 and Tier 2 capital for the calculation of regulatory capital.
Interests in insurance companies are subtracted from total Tier 1 and Tier 2 capital.

In assessing credit risk, weighted assets are calculated using the standardised approach, as are the capital requirements
for the purposes of assessing market risk. In assessing operational risk, the Group calculates capital requirements using
the Basic Indicator Approach (BIA).




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                                         OTHER IMPORTANT INFORMATION 6

6.7 Credit Rating
The credit rating of the Bank is assessed by international credit rating agencies and is classified into ratings, on the
basis of the specific indicators adopted by each agency. The most recent credit rating assessments of the Bank by
international rating agencies Moody’s and Fitch, are presented in the table below:

CREDIT RATING AGENCIES AND CREDIT RATING GRADES                                       RATING GRADE
 Moody’s
 Outlook                                                                                  Negative
 Global local currency deposit ratings                                                  Baa2/Prime-2
 Foreign currency deposit ratings                                                       Baa2/Prime-2
 Bank financial strength                                                                     D+
 Fitch
 Outlook                                                                                  Negative
 Long-term issuer default rating                                                            ΒΒΒ+
 Short-term issuer default rating                                                            F2
 Individual rating                                                                           C
 Support rating                                                                              2

The significance of the credit rating grades adopted by each credit rating agency is set forth below:

o Moody’s

 • Baa2: Grade Baa2 pertains to the long-term credit rating of banks, which have an adequate credit rating in regards
   to the timely repayment of their long-term deposit obligations.

 • Prime-2: Grade P-2 pertains to the short-term credit rating of banks, which have a high credit rating in regards to
   the timely repayment of their short-term deposit obligations.

 • D+: Grade D+ pertains to the financial strength of banks, which exhibit modest intrinsic financial strength.

o Fitch

 • BBB+: Grade BBB+ pertains to the long-term credit rating of banks, which exhibit adequate capacity to meet their
   financial commitments and are anticipated to pose low credit risk for their current obligations. The capacity of these
   banks to meet their financial commitments is deemed adequate but contingent adverse changing circumstances
   and conditions are likely to lead to their weakened capacity to fulfil their financial commitments.

 • F2: Grade F2 pertains to the short-term credit rating of banks that possess adequate capacity to meet their financial
   commitments.

 • C: Grade C pertains to the financial strength of banks, which exhibit adequate intrinsic financial strength. These
   banks are deemed to potentially pose concern at times.

 • 2: Credit rating grade 2 pertains to the probability of support of the banks exhibiting a high likelihood of resorting
   to outside support. The institution providing the support has a prime rating.




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GLOSSARY OF TERMS
The following definitions apply to the entirety of this Prospectus, except where the text requires otherwise:

“Marfin Popular Bank Public Co Ltd” (“Bank”, “Issuer”,
                                                                 Marfin Popular Bank Public Co Ltd.
“Company”, “MPB”).
                                                                 This means Marfin Popular Bank Public Co Ltd and its
“Group” or “Marfin Popular Bank Group”:
                                                                 subsidiary companies.
“ATHEX”:                                                         This means the Athens Exchange S.A.
                                                                 This means the shareholders who are registered with both
                                                                 the Central Securities Depository/Registry of the Cyprus
«Beneficiaries», «Entitled Shareholders»:                        Stock Exchange (‘CSE’), as well as with the Dematerialised
                                                                 Securities System (‘DSS’) of Hellenic Exchanges (‘HELEX’) on
                                                                 07/01/2011 (record date).
                                                                 This means the members of the Board of Directors of Marfin
«Board of Directors», «BoD», «Directors»:
                                                                 Popular Bank Public Co Ltd.
                                                                 This means each day when the banks in Cyprus are open to
“Business Day”:
                                                                 the public for usual banking transactions.
“Central Bank”:                                                  This means the Central Bank of Cyprus.
“Central Depository/Registry of Cyprus Stock Exchange”:          This means the Central Registry of listed stocks in CSE
“CSE”, “Stock Exchange”:                                         This means the Cyprus Stock Exchange.
                                                                 This means the settlement date, at the end of which the
“Date of Registration”, “Record Date”:                           positions determining the individuals entitled to participate
                                                                 in the issuance of the Rights will be registered.
                                                                 This means the Dematerialised Securities System of the
“DSS”:
                                                                 Hellenic Stock Exchanges.
“EEA”:                                                           This means the European Economic Area.
                                                                 This means the United States, Canada, Australia, South
                                                                 Africa, Japan or any other country in which, according to
“Exempt Countries”:                                              the laws of such country, this public offer or the dispatch/
                                                                 distribution of this Prospectus is illegal or constitutes a breach
                                                                 of any applicable law, rule or regulation.
                                                                 This means individuals who are residents, nationals or citizens
“Foreign shareholders”:
                                                                 of countries other than the Republic of Cyprus.
                                                                 This means the Hellenic Exchanges S.A. Clearing, Settlement
“HELEX”:                                                         and Registry, in the framework of which the Decentralised
                                                                 Securities System (DSS) functions
“IFRS / IAS”:                                                    This means the International Financial Reporting Standards.
“IASB”:                                                          This means the International Accounting Standards Board.
                                                                 This means the last date (last cum date) that the Bank’s
                                                                 share is traded, i.e. the date by which the persons who shall
”Last cum-date”:
                                                                 acquire shares of the Bank will be entitled to participate in
                                                                 this issuance.
“Marfin Egnatia Bank S.A.”, ”MEB”                                Marfin Egnatia Bank S.A.




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                                                                                                               PROSPECTUS




                                                                  This means brokers, brokerage firms, Cypriot Investment
                                                                  firms (KEPEY) or general partnerships of brokers registered in
“Member of the Cyprus Stock Exchange”:
                                                                  the Member Registry of CSE, as well as the Greek brokerage
                                                                  firms that are remote members of CSE.

                                                                  This means the new shares which will arise from the exercise
“New Shares”:
                                                                  of the Rights
                                                                  This means Marfin CLR (Financial Services) Ltd, which acts
“Lead Manager Responsible for Drawing up the Prospectus”:         as Prospectus drawing up Lead Manager regarding the offer
                                                                  and the listing of the securities for this issue.
“Registry of Shareholders”:                                       This means the registry of the Bank’s shareholders.
                                                                  This means the Allotment Letter regarding the Rights under
“Rights allotment letter / informative letter”:
                                                                  issuance, which will be sent to the beneficiaries.
                                                                  This means the owners of Rights who are registered in the
“Rights owners”:                                                  Rights Registry after the last cum date of the Rights in CSE
                                                                  and ATHEX.
“Securities and Exchange Commission”, “SEC”:                      This means the Cyprus Securities and Exchange Commission.
                                                                  This means the 45,384,453 ordinary shares of nominal value
“Shares”, “Existing Shares”, Issued Shares”:                      of €0.57 each, which constitute the issued share capital of
                                                                  the Bank.
“Sponsor Responsible for the Collection
                                                                  Marfin Popular Bank Public Co Ltd.
of the Subscription monies of the exercised Rights”:
                                                                  This means the Cypriot Pound, which upon the accession of
                                                                  Cyprus in the Eurozone on 01/01/2008 has been replaced
“£”, “CP”:
                                                                  by the Euro (€) based on the formal exchange rate €1 =
                                                                  £0.585274.
”€”:                                                              This means the Euro.




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This Prospectus of Marfin Popular Bank Public Co Ltd, dated 21 December 2010, was signed by the following
Members of the Board of Directors of Marfin Popular Bank Public Co Ltd. The Bank and its Directors state that,
after having taken all reasonable care, the information contained in the Prospectus is, to the best of their
knowledge, true and accurate and does not contain any omissions likely to affect its content.




Andreas Vgenopoulos, Chairman, Non-Independent Non-Executive Member




Neoclis Lysandrou, Vice Chairman, Non-Independent Non-Executive Member




Efthimios Bouloutas, Deputy Chief Executive Officer, Executive Member




Christos Stylianides, Deputy Chief Executive Officer, Executive Member




Panagiotis Kounnis, Deputy Chief Executive Officer, Executive Member




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This Prospectus of Marfin Popular Bank Public Co Ltd, dated 21 December 2010, was signed by the Lead Manager
of the Prospectus, Marfin CLR (Financial Services) Ltd, which states that, after having taken all reasonable care
to that end, the information contained in the Prospectus is, to the best of its knowledge, true and accurate and
does not contain any omissions likely to affect its content:




Marfin CLR (Financial Services) Ltd




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