Executive Committee Act 95/27.5.2016
Subject: Replacement of Executive Committee Act 82/8.3.2016 “Framework of establishment and
operation of credit servicing or credit acquiring firms (concerning credit institutions’ NPLs)
(Law 4354/2015)”
THE EXECUTIVE COMMITTEE OF THE BANK OF GREECE, having
regard to:
1) article 55Α of the Statute of the Bank of Greece, as currently in force,
2) law 4354/16.12.2015 «“Management of non-performing loans, wage-setting
arrangements and other urgent provisions in application of the agreement on
budgetary targets and structural reforms”» (Gov. Gaz. Α΄ 176), in particular
articles 1 to 3 thereof, as in force,
3) the Executive Committee Act no 82/8.3.2016 «Framework of establishment
and operation of credit servicing or credit acquiring firms (concerning credit
institutions’ NPLs) (Law 4354/2015)» (Gov. Gaz. Β΄ 651),
4) the fact that the State Budget shall not incur any expenditure as a result of
the provisions of this Act,
DECIDED
to replace Executive Committee Act 82/8.3.2016 as follows:
CHAPTER A. PROCEDURE OF AUTHORISATION IN GREECE
The authorisation of a credit servicing firm by the Bank of Greece under Law
4354/2015, as currently in force, shall be subject to the following requirements,
as applicable:
Section A.1 Authorisation of a firm domiciled in Greece
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1. Credit servicing
In order for a firm under establishment or an already established firm to carry
out the business of credit servicing under Law 4354/2015, as currently in force,
where its articles of association do not allow it carry out the business of loan
refinancing , the following requirements shall apply:
(a) submission of an application, using the template given in Annex I hereto,
accompanied by the documentation specified therein;
(b) completion and submission of the questionnaires contained in Annex II
hereto, accompanied by the documentation specified therein. The requirement
to complete and submit the questionnaires contained in Annex II hereto shall
apply as follows:
(aa) Questionnaire Form A shall be submitted by the following persons:
(i) natural persons that hold directly or indirectly, via controlled undertakings,
within the meaning of Article 3(1)(34) of Law 4261/2014 (Gov. Gaz. A 107),
ownership or voting rights equal to, or more than, 10% or the minimum
required by law if different, of the capital of the firm to be established;
(ii) natural persons, other than those included in (i) above, which control the
firm, through written or other arrangements or concerted action, within the
meaning of Article 23(5) of Law 4261/2014;
(iii) the members of the management board of the firm, including a definition
of the executive members;
(iv) the key function holders of the firm, according to the provisions of Bank of
Greece Governor’s Act 2577/2006 (Gov. Gaz. A 59), as currently in force, in
combination with Section B.3, par. 1 below;
(v) the AML/CTF officer (Article 44 of Law 3691/2008, as currently in force.
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(bb) Legal persons that meet the conditions of (aa)(i)or (ii) above shall
complete and submit a Questionnaire Form B. The questionnaire submission
requirement and the respective obligation of natural persons that control
directly or indirectly, via controlled undertakings, such legal persons shall be
cumulative, without prejudice to the exemption of Section B.2, par. 3;
(cc) Questionnaire Form C shall be submitted by the natural persons that fall
within the scope of (aa)(iii) to (v) above;
(c) current articles of association, including all their amendments;
(d) a business plan which shall present the firm’s strategy, in accordance with
Law 4354/2015, as currently in force, by category of targeted loans or
economic sector and geographical region, including either a projection of the
firm’s key aggregates over a time horizon of at least two (2) years, or an
equivalent time Servicing Agreement with a credit institution, in accordance
with Section B.3., par. 2, point (b);
(e) a detailed description of the structure of the group of which the firm is a
part;
(f) the organisational and management structure of the firm, including
organisational charts and the composition and duties of the committees to be
established, under the firm’s discretion or compulsorily in accordance with
Section B.3. para. 1 below, as well as the number and qualifications of the staff
in the said functions;
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(g) a manual of written policies and internal procedures aiming at ongoing
compliance with the requirements of Chapters B and C, including a description
of:
(i) a policy to prevent conflicts of interest;
(ii) the accounting system and auditing procedures;
(iii) the IT system architecture and of the management information
system;
(iv) the servicing methods, the portfolio prioritization and segmentation
criteria, the procedure for managing multi-creditor debtors as well as managing
portfolios on behalf of more than one institution, as the case may be. If the firm
undertakes the design of forbearance/restructuring solutions, the said manual
shall also include the criteria for assessing the suitability of workouts, the
criteria for estimating the maximum repayment capacity of a borrower that is a
natural person, taking into account the specific characteristics that potentially
categorise him/her in socially vulnerable groups, as well as the assessment of
the viability of a legal person, in accordance with the respective provisions of
the Code of Conduct of the Bank of Greece (Credit and Insurance Committee
decision 116/1/25.8.2014, as in force, Gov. Gaz. B 2289), also in accordance
with indent (h) of para. 2 of Article 1 of Law 4354/2015, as currently in force;
(v) the policy of communication with borrowers (methods, frequency,
standardised communication forms), in line with the requirements of Law
3758/2009 (Gov. Gaz. A 68), and in accordance with Article 2(5) of Law
4354/2015, as currently in force, as well as the procedure for handling
complaints;
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(vi) the criteria for selecting any persons cooperating with the firm and a
description of the firm’s methods for ensuring compliance with any assignment
contractual obligations;
(vii) the procedures for ensuring compliance with para. 4 of Section B.5
of Chapter B.
The documents referred to in indents (iv), (v) and (vi) above shall not be
submitted where the firm carries out the business of credit servicing on behalf
of a credit or financial institution that is already supervised by the Bank of
Greece and is subject primarily to the relevant obligations.
2. Minimum capital required
Apart from the requirements of para. 1 above, full payment of a minimum
capital of one hundred thousand euro (€100,000) in cash shall also be required.
3. Loan refinancing
Where a firm wishes to carry out, in addition to the business of credit servicing
under Law 4354/2015, as currently in force, also the business of loan
refinancing, in accordance with Article 1(20) of Law 4354/2015, as currently in
force, apart from the requirements of para. 1 above, it shall also:
a) further develop the written strategy, policies, procedures and rules, in
relation also to the refinancing activity; and
b) ensure payment of capital equal to 4,500,000 euros..
Section A2. Firms domiciled abroad that wish to operate through a branch
in Greece
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(a) If a firm referred to in Section A.1. above is domiciled in another EEA
Member State and has the right to operate in Greece as a branch of a credit or
financial institution subject to supervision by a regulator of EEA Member State
under Directive 2013/13 and Articles 34 and 41 of Law 4261/2014 (“EU
passport”), it shall, in addition to the notification referred to in the above law,
also be informed by the Bank of Greece about any obligations arising from
Law 4354/2015, as currently in force, in application of Article 44 of Directive
2013/36/EU, as explained in recitals 14 and 19-21 of its preamble, and the
respective Articles 34, 39, and 41 of Law 4261/2014.
(b) If a firm referred in indent (bb) of para. 1.a of Law 4354/2015, as currently
in force, does not fall within the scope of (a) above, it shall be subject to the
authorisation requirements of para. 1 of Section A.1. If the firm is regulated in
accordance with the national legislation of the country of origin, the required
documentation shall be accompanied by the express consent of the competent
supervisory authority to the expansion of business applied for.
CHAPTER B. PRUDENTIAL SUPERVISION
Section B.1. Acquisition of a holding
1. In the case of a proposed acquisition, direct or indirect, of a holding in a firm
authorised under Section A.1 and A.2(b) that (a) is equal to, or higher than, the
thresholds provided for in Article 1 of Law 4354/2015, as currently in force, or
(b) makes the firm a subsidiary of the proposed acquirer, within the meaning of
Art. 32 of Law 4308/2014 (Gov. Gaz. A 251), the proposed acquirer shall,
without prejudice to para. 3 of Section B.2.:
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(a) complete and submit a Questionnaire Form A (as per Annex II hereto), if a
natural person, or a Questionnaire Form B (as per the same Annex), if a legal
person. The Form B Questionnaire submission requirement and the obligation
of natural persons that control directly or indirectly, via controlled
undertakings, the legal persons to submit a Form A Questionnaire shall be
cumulative. The questionnaires so submitted shall be accompanied by the
required documentation;
(b) submit the data and information included in Annex III hereto.
The above requirement to provide information and the obligation of the
proposed acquirer/legal person to disclose the identity of the natural persons
that control it directly or indirectly shall be cumulative.
2. The Bank of Greece shall have the discretion to require the data referred to
in para. 1 from, and carry out an assessment – in accordance with Section B.2
below – in respect of, also the beneficial owner and any intermediate persons.
3. Any proposed reduction of a holding below the limits referred to in para. 1
shall be notified in writing to the Bank of Greece by the obligor natural or legal
person that owns the holding, with a reference to the percentage the latter
wishes to maintain.
4. The notifications referred to in paras. 1 and 3 shall also be submitted by the
relevant firms within 10 days of being informed thereof.
Section B.2. Prudential assessment
1. The prudential assessment of the natural and legal persons under this Act,
focusing on their reputation, qualifications, skills and experience in relation to
their duties, as well as their professional or kinship relations, in compliance
with Law 4354/2015, as currently in force, shall be conducted by the Bank of
7
Greece by analogy to what applies to credit institutions. This procedure shall
not replace the primary obligation of firms to recruit competent and suitable
executives.
2. A prudential assessment shall be conducted in case of:
(a) submission of an application for authorisation of a new firm or for
acquisition of a holding;
(b) change in an assessed person for any reason; and
(c) at any time on the initiative of the Bank of Greece.
3.. If the persons assessed hereunder have already been submitted to “fit and
proper” assessment by another supervisory authority or the Bank of Greece in
connection with duties related to regulated activities of the financial sector in
accordance with EU or other equivalent law, the Bank of Greece may waive
assessment and simply require notification of the identity of either such persons
or simply the regulated legal person, reserving the right of consultation with the
relevant supervisory authority. In the case where the firm’s shareholders are
legal persons listed on a regulated market, the provisions of point (b) of para. 1
of Section A.1. shall not apply to persons that, directly or indirectly, hold
ownership stakes in the said legal persons.
B3. Organisational requirements
1. Internal systems, procedures and management bodies
(a) Firms authorised under Sections A.1, and A.2(b) shall comply, similarly to
other supervised institutions , with the provisions of Bank of Greece
Governor’s Act 2577/2006, as currently in force, with the exception of the
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provisions on separate risk management function and the respective
Committee.
(b) The Bank of Greece shall reserve the right to require the establishment of a
separate risk management function and a relevant management board
committee, if it considers it appropriate on the basis of the principle of
proportionality and the size and the complexity of the portfolios serviced by the
firm as criteria, for a firm that carries out the business of loan refinancing as
per para. 20 of Art. 1 of Law 4354/2015, as currently in force.
(c). In assessing the firm’s systems, methods and procedures, the Bank of
Greece shall take into account EBA’s relevant guidelines and opinions, as well
as the relevant technical standards and best international practices. In this
context, the Bank of Greece shall adjust the relevant requirements, in particular
with reference to indents (iv), (v) and (vi) of para. 1(g) of Section A.1, taking
into account the principle of proportionality and the extent of diversification of
portfolios and the level of loans being serviced as criterion.
2. Credit servicing assignment agreement
(a) The draft servicing assignment agreement shall be submitted to the Bank of
Greece by the credit or financial institution that assigns the loans to be
serviced, if it is supervised by the Bank of Greece, before its signing, or, if this
is not the case, by the firm itself, within the time limit set under Article 2 of
Law 4354/2015, as currently in force. Such agreement shall:
(aa) be in line with Article 2 of Law 4354/2015, as currently in force, and
include at least:
(i) a description of the methods and procedures referred to in para. 1(g)
of Section A.1;
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(ii) the data required under para. 1(b) to (e) of Chapter E; and
(iii) a clause providing for the safe and continuous access to, or transfer
of, all data and information on the loans being serviced, specifying clearly if
the firm undertakes the responsibility of the notification of the borrowers as
provided for in Law 2472/1997 (Gov. Gaz. A΄ 50);
and
(bb) have been approved by the competent management bodies of the
contracting parties.
(b) Where servicing is assigned by a credit or financial institution supervised
by the Bank of Greece, assignment shall also be governed by the provisions of
Annex 1 to Bank of Greece Governor’s Act 2577/2006, as currently in force.
Section B.4. Loan refinancing
1. For loan refinancing, keeping of records shall be required, which (records)
shall be presented to the Bank of Greece on request and shall contain the
following:
(a) the consent of the beneficiary of the claim; in the case of many
beneficiaries, consent by all shall be required, whether or not the firm has
entered into a servicing assignment agreement with the creditor institution;
(b) the restructuring plan under which refinancing was agreed upon, approved
by the competent management bodies.
2. Refinancing of loans to borrowers that are related to the firm or the credit or
financial institution having legal title to the loans, within the meaning of Annex
I to Bank of Greece Governor’s Act 2651/2012 (Gov. Gaz. B 199), shall be
subject to prior approval by the management bodies of the firm and the entity
having legal title to the loans, respectively.
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Section B.5. Rules governing relations with borrowers
1. Code of Conduct under Law 4224/2013
Firms referred to in Sections A.1 and A.2 shall apply the provisions of Credit
and Insurance Committee decision 116/1/25.8.2014, as currently in force,
taking into account any steps already taken and any data provided by either
party.
Where, before the assignment of servicing or the transfer of loans, the
procedure described in the Code of Conduct has been completed without
reaching a forbearance solution despite the fact that the borrower was
cooperating, repetition of the procedure by the credit servicing firm shall be
accompanied by documentation of the suitability of the new workout offer
following an update of the borrower’s future repayment capacity, taking into
account the reasonable living expenses, if the borrower is a natural person, or
its viability, if a legal person. Repetition shall be optional except where
expressly stated in para. 2 of Article 3 of law. 4354/2015, as currently in force.
2. Transparency – Information – Complaints handling
Firms referred to in Sections A1 and A2 shall apply the provisions of Bank of
Greece Governor’s Act 2501/31.10.2002 “Credit institutions disclosure
requirements to retail customers with respect to terms and conditions governing
their transactions”, as currently in force.
3. Other consumer protection provisions
Any penalty imposed by other authorities for violations of Law 2251/1994
(Gov. Gaz. A 191) and other consumer protection laws (Article 1(22) of Law
4354/2015) shall be taken into account by the Bank of Greece in assessing the
adequacy of the firm’s compliance function.
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4. Application of Law 3691/2008
Decisions of the Bank of Greece issued by authority of Law 3691/2008 (Gov.
Gaz. A 166) shall be implemented by firms referred to herein in accordance
with Article 1, para. 25 of Law 4354/2015, as currently in force.
CHAPTER C. REPORTING REQUIREMENTS
1. Firms authorised under Sections A.1 and A.2(b) shall submit regularly, on
the dates applicable from time to time to credit institutions:
(a) the financial statements referred to in Article 1(17a) of Law 4354/2015,as in
currently force;
(b) the templates given in Annex II to Executive Committee Act 42/2014 (Gov.
Gaz. B 1582), as currently in force;
(c) the data and information required from time to time for monitoring
compliance with the Code of Conduct;
(d) borrowers with loans of over €1 million, by credit or financial institution;
(e) borrowers related to the firm, within the meaning of Annex I to Bank of
Greece Governor’s Act 2651/2012, including the amounts of their debts;
(f) the reports required under para. VI.1(1.1) to (1.4) of Bank of Greece
Governor’s Act 2577/2006 and the templates given in Chapters D and G of
Bank of Greece Governor’s Act 2501/2002 (Gov. Gaz. A 277).
2. The data referred to in para. 1(b) to (e) above shall be submitted separately
for (a) loans the legal title to which belongs to the firm; and (b) serviced loans
the legal title to which no longer belongs to a supervised person referred to in
para. 3 below.
3. The data referred to in subparas. (b) and (c) of the aforementioned para. 1
shall not be submitted in respect of serviced loans where the legal title to such
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loans belongs to an institution with primary reporting obligation under
Executive Committee Act 42/2014, as currently in force.
4. Firms under Section A.2(a) shall only submit the data referred to in points
(a), (c) and the Reports referred to in point (f) of par. 1 above.
CHAPTER D. SUPERVISORY COSTS
Firms authorised and supervised under the present Act shall pay to the Bank of
Greece, on an annual basis, a fee to cover the relevant supervisory costs. The
first payment shall be made 15 days after the end of the calendar year in which
authorisation was granted and will be equal to the amount of €3,000. If
authorisation has been granted within the fourth quarter, the first fee payment
shall be effected 15 days after the end of the next year. This fee, from the
second year onwards, after the firm becomes subject to supervision under the
present Act, shall be calculated as a percentage linked to parameters that affect
the cost of supervision, as will be specified in a later decision of the Bank of
Greece.
CHAPTER E. OBLIGATIONS OF INSTITUTIONS COMING UNDER
EXECUTIVE COMMITTEE ACT 42/2014 IN THEIR COOPERATION
WITH FIRMS REFERRED TO IN LAW 4354/2015, AS CURRENTLY
IN FORCE
Taking into account the need to monitor operational and credit risks, in line
with Bank of Greece Governor’s Act 2577/2006 and Executive Committee Act
42/2014, obligor institutions that assign the servicing of, or transfer legal title
to, a loan shall have in place and apply, subject to approval by their
management body, a written, detailed description of the following:
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1. In relation to servicing assignment
(a) Criteria of selection of servicing firm.
(b) Quarterly monitoring of servicing efficiency (operational targets).
(c) A method of monitoring the firm’s compliance with the requirements of
Section B.5 above.
(d) Eligible remedial measures and their triggers.
(e) Conditions of termination of a servicing agreement.
(f) Designation of the competent management bodies, in line with Bank of
Greece Governor’s Act 2577/2006 and Executive Committee Act 42/2014, as
currently in force.
2. In relation to transferred portfolios
(a) The institution’s strategy on portfolio transfers (procedure – portfolio
selection criteria – senior management members responsible for approval).
(b) The methods of valuation of transferred loans, the approval procedure and
the competent management bodies.
(c) A policy to prevent conflicts of interest between shareholders and senior
management members of the credit institution, the firm and the borrowers
whose loans the servicing is assigned or legal title is transferred to the firm,
including rules that prevent preferential financing.
(d) Record keeping in relation to the fulfilment of the requirement provided for
in para. 2 of Art. 3 of Law 4354/2015, as currently in force.
CHAPTER F. OTHER PROVISIONS
1. (a) The Bank of Greece reserves the right to request additional data and
information for the achievement of supervisory purposes and for reasons of
transparency.
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(b) If any application is submitted by a firm under establishment, authorisation
shall only be granted by the Bank of Greece after the legal incorporation of the
firm.
2. Any change in the data and information submitted for obtaining
authorisation that occurs during its operation shall be notified forthwith by the
firm, if such change has reasonably come to its knowledge.
3. In the event of replacement, removal or other change in the members of the
administrative or management body obliged to submit a Questionnaire Form C,
the firm shall forthwith inform the Bank of Greece of such change, explaining
the reasons that caused it.
4. In the event that any data or information submitted hereunder are found to be
false or misleading, as well as in the event of non-compliance with the
provisions hereof, the Bank of Greece may impose sanctions, including
withdrawal of authorisation, under Article 55A of its Statute and the relevant
provisions of Law 4354/2015, as currently in force, regardless of any criminal
responsibility.
5. The certificates submitted to the Bank of Greece for the purposes hereof
shall have been issued by legally authorised persons, officially authenticated,
and be in, or translated into, Greek or English.
6. The Banking Supervision Department of the Bank of Greece is authorised to
provide instructions, issue templates for the submission of the data needed for
the implementation of Chapter C above and receive and assess data and
information submitted in implementation of the present Act.
7. From the day of entry into force of the present Act, Executive Committee
Act 82/8.3.2016 shall be repealed.
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This Act and Annexes I, II and III, which are an integral part hereof, shall be
published in the Government Gazette and posted on the Bank of Greece
website.
The Deputy Governor
The Deputy Governor
The Governor
Theodoros Mitrakos
John (Iannis Mourmouras) Yannis Stournaras
True and exact copy
Athens, 06.06.2016
Banking Supervision Department
The Director
[signed]
S. Papagiannidou
16
ANNEX I
APPLICATION FOR AUTHORISATION
(EXECUTIVE COMMITTEE ACT 95/27.5.2016)
A. INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM
1. The application form must be duly completed and signed by two authorised
persons. If the application is not submitted by the authorised natural persons
themselves,
their
signatures
must
be
legalised
by
the
competent
administrative authority.
2. The space provided under each question in the questionnaire is NOT
indicative of the size of the required answer.
3. All questions must be duly completed, otherwise the necessary
explanations should be provided.
4. The supporting documents accompanying the application shall provide a
cross-reference to the relevant paragraph and shall be attached to the
application as Attachments, numbered as specified herein and not
consecutively, i.e. omitting the numbers of any missing/non-applicable
attachments.
5. Where there is no competent authority to issue the required certificates,
equivalent documents issued by a reliable independent source shall be
submitted.
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6. Any false or misleading information or suppression of important information
may, notwithstanding any criminal liability, lead to the immediate rejection of
the application without further assessment.
7. The completed application shall be submitted confidentially by registered
mail addressed as follows:
BANK OF GREECE
Banking Supervision Department
21 E. Venizelos Avenue, 10250 Athens
8. If you need any further information in connection with this application,
please contact us at:
Tel: +30 210 3205018, 210 3205019
Fax: +30 210 3205400
E-mail: [email protected]
Website: www.bankofgreece.gr
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Β. INFORMATION
1. General Information
1.1
Registered name:
1.2
Business name:
1.3
Trading name:
1.4
Form of establishment:
 société anonyme
established in Greece
 Branch established in
Greece
1.4.a.
Legal/supervisory regime:
1.4.b
Legal form:
1.5
Address of registered company
seat:
1.6
Address of head office (if different
from 1.4 above):
1.7
Postal address:
1.8
Telephone number:
1.9
Fax number:
1.10
Email:
1.11
Company website:
19
1.12
Representatives of the applicant
in respect of this application
1.12.1 Representative 1
1.12.1.1 Name:
1.12.1.2 Position/relationship with
applicant:
1.12.1.3 Business address:
1.12.1.4 Postal address:
1.12.1.5 E-mail:
1.12.1.6 Telephone number:
1.12.1.7 Fax number:
1.12.2 Representative 2:
1.12.2.1 Name:
1.12.2.2 Position/relationship with
applicant :
1.12.2.3 Business address:
1.12.2.4 Postal address:
1.12.2.5 E-mail:
1.12.2.6 Telephone number:
1.12.2.7 Fax number:
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2. Applicant’s activities
2.1
 Credit servicing
Activity applied for
 Refinancing
3. Shareholders/persons referred to in Section Α.1, para. 1, subpara.
(b)(aa)(i), (ii)
Name/Company
Holding
name
(%)
Voting rights Type of holding Legal/authorisa
(%)
(direct/
tion status
indirect)
or control
(details on
written or
other
arrangements
or concerted
action etc.)
21
4. Group structure
4.1 Please state whether the applicant is a part of a group.
 Yes
 No
22
4.2 If the answer to question 4.1 is affirmative, please complete the table
below:
Kind of group
Registered/busin
Home
Relevant
(under Directive
ess/trade name
country
superviso
2002/87, as
of group leader
currently in
Activities
ry
authority
force)
Banking sector
Insurance
sector
Investment
companies
sector
Financial
conglomerate
Other
5. Members of the management body – Senior management
5.1. Members of the management body
Name
Country of
Member status
Membership of
residence
(executive/non-
management
executive/independent,
bodies of other
effectively directing the
companies
23
business of the
(refer to
applicant under
capacity)
A.1.1.b)(aa)(iii))
5.2. Key function holders
Name
Country of
residence
Function
Other capacities
(e.g.
membership of
management
body of the
applicant or
other firm)
24
6. Financial information on the applicant
6.1. Amount of applicant’s paid-up capital
…………………………………………………………………………………………
6.2. Other funding sources (liability items)
............................................................................................................................
6.3. Asset items
………………………………………………………………………………………..
C. REQUIRED DOCUMENTATION
Submit
N/A
ted
1
Authenticated copy of the articles of
association or draft


25
articles of association






representative of the applicant


4
Evidence of the paying-up of the initial capital


5
List of shareholders


6
Documents establishing the origin of funds,














1.a
Authenticated copies of articles of amendment
2
Evidence of the location of the head office
3.a
Authorisation documents for the first
representative of the applicant
3.b
Authorisation documents for the second
issued by an independent and reliable entity
7
Business plan (para. 1(d) of Section Α.1)
8
Organisational structure of the group (legal
entities and corresponding percentages)
9
Organisational and management structure of
the company (para. 1(f) of Section Α.1)
10
Company policies and procedures (para. 1(g)
of Section Α.1.)
11
Financial statements of the applicant and/or
the group companies (last two years, legally
audited)
12
Other (please specify)
...........................................................................
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D. DECLARATION
We, the undersigned, hereby declare that:
(a) the information and data provided in this questionnaire are complete and
true, and we agree to provide the Bank of Greece with any further information
and clarifications in respect of this application;
(b) all necessary measures are in place to ensure compliance with the
authorisation requirements under Article 5 of Law 4354/2015;
(c) the Bank of Greece shall be notified promptly in writing of any change in
the information required hereunder as may occur between the submission of
this application and the granting of authorisation.
Furthermore, we confirm that:
(a) We are aware that the wilful or negligent provision of untrue or misleading
information to the Bank of Greece also entails criminal sanctions.
(b) Fully cognizant of the legal consequences, we hereby provide our express
permission to the Bank of Greece and its duly authorised staff to seek and
obtain information from any other party, as necessary to verify the
declarations and data hereinabove.
We warrant that we are authorised to sign on behalf of the applicant.
.....................................................
.....................................................
Full name and position
Full name and position
................................
................................
(signature)
(signature)
27
................................................
(Place and date)
The Deputy Governor
The Deputy Governor
The Governor
Theodoros Mitrakos
John (Iannis Mourmouras) Yannis Stournaras
True and exact copy
Athens, 06.06.16
Banking Supervision Department
The Director
[signed]
S. Papagiannidou
28
ANNEX ΙΙ
(Executive Committee’s Act 95/27.5.2016)
QUESTIONNAIRE FORM Α
Name of target firm
…………………………………………………………………………………………………………………………………………………..
Name of natural person
................................................................................................................................................
Instructions for completing the application form
1. Indents 1.1 - 1.5, 2.16, 2.19 - 2.22, 3.1 and 3.2 of this
questionnaire shall not be completed by the persons referred to in
indents (iii), (iv) and (v) of subparagraph (aa) of Section A1 of
Chapter A.
2. The application form must be duly completed and signed by the
obligor. If the application is not submitted by the obligor himself/herself,
his/her signature must be legalised by the competent administrative
authority.
3. The space provided under each question in the questionnaire is NOT
indicative of the size of the required answer.
4. Where there is no competent authority to issue the required
certificates, equivalent documents issued by an independent reliable
source shall be submitted.
29
5. Any false or misleading information or suppression of important
information may give rise, in additional to criminal prosecution, also to
doubts about the integrity of the natural person and therefore, his/her
suitability for acquisition of a qualifying holding or taking up of the duties
applied for.
6. All questions must be duly completed, otherwise the necessary
explanations should be provided.
7. The supporting documents accompanying the application shall
provide a cross-reference to the relevant paragraph and shall be
attached to the application as Attachments, numbered as specified
herein and not consecutively, i.e. omitting the numbers of any
missing/non-applicable attachments.
8. The completed application shall be submitted confidentially by
registered mail addressed as follows:
BANK OF GREECE
Banking Supervision Department
21 E. Venizelos Avenue 10250 Athens
8. If you need any further information in connection with this application,
please contact us at:
Tel: +30 210 3205018, 210 3205019
Fax: +30 210 3205400
E-mail: [email protected]
Website: www.bankofgreece.gr
30
Applicant’s contact person
Name
Surname
Occupation
Company name
Postal address
Fixed phone number (including area code)
31
Mobile phone number (optional)
Fax number (including area code)
Email
32
CONTENTS
1. Information on the proposed acquisition
2. Information on the natural person
3. Direct or indirect (via controlled undertakings) holdings in legal
persons, management positions
4. Suitability of natural person
5. Attachments
6. Declaration – Authorisation
33
1. Information on the proposed acquisition
1.1 If you propose to acquire an indirect holding, via controlled
undertakings, in the target firm, give the names of the controlled
undertakings of which you are a shareholder, as well as the
percentages of your holdings.
Name
Holding (%)
1.2 Please state your aim and expectations of the proposed acquisition
(e.g. strategic investment, investment portfolio).
1.3 State the number and kind of shares (common or preference) that
you already hold (if any) before the proposed acquisition, the amount of
these shares in the total capital (in percentage), the number of voting
rights* and proportion of voting rights**.
34
Number and % of total
Number of
Proportion
kind of
voting
of voting
rights*
rights**
capital
shares
Direct
holding
Indirect
holding
(through
controlled
undertakings)
* If different from the number of shares.
** If different from the proportion of capital.
1.4 State the number and kind of shares (common or preference) that
you will hold after the proposed acquisition, the amount of these shares
in the total capital (in percentage), the number of voting rights*
proportion of voting rights**.
Number and % of total
Number of
Proportion
kind of
voting
of voting
rights*
rights**
shares
capital
Direct
35
holding
Indirect
holding
(through
controlled
undertakings)
* If different from the number of shares.
** If different from the proportion of capital.
1.5 Do you plan to become actively involved in the management of the
firm?
 No
 Yes
If yes, please provide more information on positions of
responsibility/ competencies/ duties to be undertaken in the firm.
36
2. Information concerning the natural person
2.1 State the capacity in which you complete this questionnaire.
Capacity
of
the
natural
person
(reference to the corresponding indent
of
Executive
Committee’s
Act
95/27.5.2016)
A.A.1.1. (aa)(i)

A.A.1.1. (aa)(ii)

A.A.1.1. (aa)(iii)

A.A.1.1. (aa)(iv)

A.A.1.1. (aa)(v)

2.2 Name
2.3 Surname
2.4 Father’s name
37
2.5 Date of birth
2.6 Country and city of birth
2.7 Identity data (for residents in Greece) or passport data (for nonresidents)
Identity card/passport number:
Issuing authority:
Issue date/expiry date (for passports):
Please attach, as Attachment 1, an authenticated copy of your Police
Identity Card or Passport.
2.8 Citizenship and way of acquisition (birth, naturalisation, marriage).
Please attach, as Attachment 1, evidence of your citizenship.
2.9 Current residence address
38
Please state your residence address. Also state the address of any
additional residence you may have outside Greece. If your only
residence is outside Greece, please state the address of such
residence and tick the appropriate box.
Street
Number
City
Country
Postal code
Street
Number
City
Country
Postal code
 I live outside Greece and have no residence address in Greece.
39
2.10 Please state any relationships with reference to paragraph 5 (e) of
Article 1 of Law 4354/2015.
2.11 Please attach, as Attachment 2, your CV, which will include:
 details on your education and training (attach all relevant
certificates)
 previous work experience (with reference to any credit/ financial
institutions or other organizations of the broader financial sector
for which you are currently working or have worked in the past
and give details on the nature of such activity)
 current employment status.
2.12 Have you, as a natural person, ever defaulted on your payments
and asked your creditors for a restructuring? How was the default
settled? Is there a relevant pending case?
40
Give details including the relevant legal consequences or any sanctions
imposed.
2.13 Please answer question 2.12 above in relation to any legal person
with which you had close links, within the meaning of Article 3(35) of
Law 4261/2014, and in relation to any legal person in which you were a
member of the management body or key function holder.
2.14 Have you ever entered into a state of financial insolvency
(including any registration to a credit bureau with negative elements?
2.15 Please describe the present status of your debts. Have you
provided any guarantees or undertaken any commitments?
Has any guarantee issued by you or on your behalf in favour of another
party been called in?
41
2.16. Give details on the amount and origin of the private financial
resources that will be used to acquire the proposed holding and how
this will be funded (own funds, funds from the banking system, including
details on the terms (maturities, costs, pledges and guarantees, etc.)
2.17 Describe the means and the network used to transfer the funds for
the acquisition of your holding in the firm. Relevant documents (e.g.
loan agreement, tax return etc.) confirming the answers given to
questions 2.16 to 2.17 must be attached as Attachment 3.
2.18 Describe your financial and non-financial interests or relationships
with:
• any other current shareholders of the firm;
42
• any person entitled to exercise voting rights of the firm;
• any (incumbent or prospective) member of the management body or
key function holder of the firm;
• the target firm itself;
• any entities in the group the firm is a part of.
2.19 State any existing or contemplated shareholder agreements with
new and existing shareholders of the firm concerning the firm, and
describe the conditions of such agreements.
2.20 State any action in concert with other parties, within the meaning of
Article 23(5) of Law 4261/2014, or acts of long-standing common policy
with other parties (e.g. contribution of other parties to the financing,
means
of
participation
in
the
financial
arrangements,
future
organisational arrangements, etc.).
43
2.21 State any oral or written arrangements with other (natural or legal)
persons that will affect the manner of exercising your voting rights.
2.22 State in detail the percentage of capital and voting rights held on
your behalf by other parties, within the meaning of Article 28(1) and (2)
of Law 4261/2014, as currently in force, explaining the existing legal
relationships.
44
3. Direct or indirect (via controlled undertakings) holdings in legal
persons, management positions
3.1 Do you hold any management position in any legal person in
Greece or abroad?
 No
 Yes
If yes, please specify
Name of legal person
Nature of activities
Address
3.2 Do you hold directly or indirectly, through controlled undertakings,
10% or more of the capital or voting rights of any other legal persons in
Greece or abroad?
 No
 Yes
If yes, please specify, as well as the kind of any relationship
with the firm
Name of legal
Nature of
person
activities
Address Percentage
Kind of
relationship
45
46
4. Suitability of natural person
4.1 Have you ever been convicted of a criminal offence in Greece or
abroad?
Please attach, as Attachment 4, authenticated transcript of criminal
record issued by the competent authority.
 No
 Yes
If yes, please specify
4.2 Have you ever been convicted, in Greece or abroad, of any offence
under the laws governing banking, investment or insurance services,
payment
instruments,
insolvency,
consumer
credit,
consumer
protection, money laundering, market manipulation, insider dealing,
usury, legislation relating to companies, bankruptcy, fraud, breach of
trust, embezzlement, tax evasion?
 No
 Yes
If yes, please specify
4.3 Is any criminal investigation or similar proceeding (civil or
administrative) currently in progress in Greece or abroad?
47
 No
 Yes
If yes, please specify
4.4 Have you ever been accused or convicted of or investigated for a
civil wrong, administrative or criminal offence?
 No
 Yes
If yes, please specify
4.5 Are you the subject of any enforcement action that has been
suspended, in Greece or abroad, in connection with debts to public
agencies or private individuals?
 No
 Yes
If yes, please specify
48
4.6 Have you, as a natural person, ever been the subject of
administrative or disciplinary sanctions imposed by any supervisory
authority, professional body or government agency, in Greece or
abroad, for non-compliance with provisions of the legislation in force? Is
any relevant proceeding in progress?
 No
 Yes If yes, please specify (kind of sanction, competent authority,
brief background)
4.7 Answer question 4.6 in relation to any legal person with which you
had close links, within the meaning of Article 3(35) of Law 4261/2014, or
any legal person in which you were a member of the management body
or key function holder.
4.8 Have any persons you are related to, within the meaning of Article
28(1) and (2) of Law 4261/2014, as currently in force, ever been parties
to any litigation or entered into any judicial settlement that had a
material impact on your financial condition?
49
If yes, please specify, including any penalties imposed.
4.9 Have any persons you are related to, within the meaning of Article
28(1) and (2) of Law 4261/2014, as currently in force, ever been
accused or convicted of or investigated for or involved in any criminal,
civil and administrative proceeding in Greece or abroad?
If yes, please specify, including any penalties imposed.
4.10 Has any bankruptcy or similar proceeding been instituted against
you, either by yourself or by another party, in Greece or abroad?
 No
 Yes
4.11 Have you ever been adjudicated bankrupt, have your assets ever
been frozen and, generally have you ever been party to any such
proceedings? Is there any such proceeding in progress?
 No
 Yes
If yes, please specify
50
Please attach, as Attachment 5, a certificate of non-adjudication in
bankruptcy.
4.12 Has any legal person with which you have had close links, within
the meaning of Article 3(35) of Law 4261/2014, or any legal person in
which you have been a member of the management body or key
function holder ever been adjudicated bankrupt, or subject to
conservatorship
or
enforcement
proceedings
or
liquidation
or
bankruptcy proceedings, in Greece or abroad?
Is there any such proceeding in progress?
 No
 Yes
If yes, please specify
4.13 Are there any pending financial obligations of any company in
which you were an administrator or a member of the management body
or a key function holder defaulted on in Greece or abroad?
 No
 Yes
If yes, please specify
51
4.14 Have you or any company in which you have been an
administrator or a management body member or a key function holder
ever been held culpable of unauthorised pursuit of regulated business,
or been investigated for unauthorised pursuit of regulated business in
Greece or abroad?
 No
 Yes
If yes, please specify
4.15 Have you ever obstructed the effective exercise of supervisory
functions by competent authorities in Greece or abroad?
 No
 Yes
4.16 Have you ever been investigated for improper conduct or abuse in
any business activity?
 No
 Yes
If yes, please specify
52
4.17 Have you ever been convicted, dismissed from employment or
disqualified from any position of trust, in Greece or abroad?
 No
 Yes
If yes, please specify
4.18 Have you ever been refused authorisation or licence to carry out a
trade, business, or profession, or has any such authorisation or licence
been withdrawn?
 No
 Yes
If yes, please specify
4.19 Has the Bank of Greece or any other competent authority, in
Greece or abroad, ever refused to grant authorisation or licence to carry
out a trade, business, or profession to any legal person with which you
had close links, within the meaning of Article 3(35) of Law 4261/2014, or
any legal person in which you were a member of the management body
or key function holder?
53
 No
 Yes
If yes, please specify
4.20 Has any supervisory authority, professional body or government
agency ever withdrawn or suspended an authorisation or licence to
carry out a trade, business, or profession previously granted to any
legal person you had close links with, within the meaning of Article 3(35)
of Law 4261/2014, or any legal person in which you were a member of
the management body or key function holder?
 No
 Yes
If yes, please specify
4.21 Has any legal person with which you have had close links, within
the meaning of Article 3(35) of Law 4261/2014, or any legal person in
which you have been a member of the management body or key
function holder been granted authorisation as a credit institution or
investment firm or financial corporation, in Greece or abroad?
 No
 Yes
If yes, please specify
54
4.22 If you have responded affirmatively to any of the questions from
4.1 to 4.21, please attach, as Attachment 6, the relevant documentation,
indicating the related question.
4.23 Have you ever been assessed by another supervisory authority, in
Greece or abroad, either as a proposed shareholder of a credit
institution or as a member of the management body or key function
holder?
If yes, please state the name of the authority and attach, as Attachment
7, the relevant documentation.
Have you ever been assessed by any competent authority from
another, non-financial sector? If yes, please attach, as Attachment 7,
the relevant documentation.
4.24 State any interest or activity that may be in conflict with the target
firm, and submit proposals for resolving such conflict.
55
4.25 Provide any other data in support of your application.
5. Attachments to Questionnaire Form Α
List the required documentation accompanying the questionnaire.
Attachme
Paragraph
Submitted
N/A


nt
1
Authenticated
2.7, 2.8
copy of police
identity card or
passport (for
nonresidents) and
evidence of
citizenships
56
2
CV with
2.11
authenticated
copies of the












relevant
certificates
3
Documentatio
2.16-2.17
n of the
financing of
the proposed
acquisition
4
Transcript of
4.1
criminal record
5
Certificate of
4.11
nonadjudication in
bankruptcy
6
Documents
4.22
relating to
questions 4.1 4.21
7
Documentatio
n of any
4.23
assessment
57
by another
financial or
non-financial
regulator
8
Others. Please
specify


58
6. DECLARATION – AUTHORISATION
I, the undersigned ………………………., hereby solemnly declare that:
(a) the information and data provided in this questionnaire are complete
and true, and I agree to provide the Bank of Greece with any further
information and clarifications in respect of this questionnaire;
(b) I am aware that any wilful or negligent provision of untrue or
misleading information to the Bank of Greece also entails criminal
sanctions;
c) I hereby provide my express permission to the Bank of Greece and
its duly authorised staff to seek and obtain information from any other
party (including, but not limited to, my current and previous employers,
credit institutions, other domestic or foreign supervisory or regulatory
authorities), as necessary to verify data provided in this questionnaire;
and
(d) the Bank of Greece shall be notified promptly in writing of any
change in the information in this questionnaire.
The data provided in this questionnaire are considered confidential.
These data may be collected and processed by authorised officers of
the Bank of Greece legally and legitimately for specific, clear and
59
legitimate purposes, in accordance with the provisions of Law
2472/1997 on the protection of individuals with regard to the processing
of personal data, as currently in force.
No information concerning me shall be disclosed or transmitted to any
third party, other than in the cases contemplated by law or pursuant to a
court judgment.
Being fully cognizant of the legal consequences, I hereby provide my
explicit and unconditional consent to the collection, alignment,
combination and processing of the records containing my personal data,
which are kept by the Bank of Greece, as well as to the transmission of
such data in accordance with the provisions of the current institutional
framework.
Whenever needed or considered appropriate by the Bank of Greece, I
shall assist and cooperate in order to achieve compliance with the
obligations that are incumbent either upon myself personally or upon
the target firm.
This declaration extends to both the current and any future data and
information concerning myself, which are collected for supervisory
purposes.
60
--------------------------
---------------------------------------------
(signature)
(Name & position)
Place and date: ……………………………
The Deputy Governor
The Deputy Governor
The Governor
Theodoros Mitrakos
John (Iannis Mourmouras) Yannis Stournaras
True and exact copy
Athens, 06.06.2016
Banking Supervision Department
The Director
[signed]
S. Papagiannidou
61
ANNEX ΙΙ
(Executive Committee’s Act 95/27.5.2016)
QUESTIONNAIRE FORM Β
Name of target firm
…………………………………………………………………………..
Name of legal person
..............................................................................................................
Instructions for completing this questionnaire
1. The application form must be duly completed and signed by a person
authorised to this effect. The authorisation documents shall be attached
together with a declaration under Chapter 10 of this questionnaire. If the
application is not submitted by the authorised natural persons
themselves, their signatures must be legalised by the competent
administrative authority.
2. The space provided under each question in the questionnaire is NOT
indicative of the size of the required answer.
3. Where there is no competent authority to issue the required
certificates, equivalent documents issued by an independent reliable
source shall be submitted.
4. Any false or misleading information or suppression of important
information may give rise, in additional to criminal prosecution, also to
doubts about the suitability of the obligor legal person.
62
5. All questions must be duly completed, otherwise the necessary
explanations should be provided.
6. The supporting documents accompanying the application shall give a
cross-reference to the relevant paragraph and shall be attached to the
application as Attachments, numbered as specified herein and not
consecutively, i.e. omitting the numbers of any missing/non-applicable
annexes.
7. The questionnaire shall be submitted at the following address:
BANK OF GREECE
Banking Supervision Department
21 E. Venizelos Avenue
10250 Athens
8. If you need any further information in connection with this application,
please contact us at:
Tel: +30 210 3205018, 210 3205019
Fax: +30 210 3205400
E-mail: [email protected]
Website: www.bankofgreece.gr
63
Applicant’s contact person
Name
Surname
Occupation
Company name
Postal address
Fixed phone number (including area code)
64
Mobile phone number (optional)
Fax number (including area code)
Email
65
CONTENTS
1. Information on the proposed acquisition
2. Information on the legal person
3. Members of the management body and persons that effectively direct
the business of the acquiring legal person
4. Information on the persons that control directly or indirectly, through
controlled undertakings, the legal person
5. Financing of the acquired holding
6. Information on the acquired holding
7. Suitability of the legal person
8. Attachments
9. Determination of beneficial owner
10. Declaration
66
1. Information on the proposed acquisition
1.1 State the number and kind of shares (common or preference)
already held (if any) by the legal person before the proposed
acquisition, the amount of these shares in the total capital (in
percentage), the number of voting rights* and proportion of voting
rights**.
Number and % of total
Number of
Proportion
kind of
voting
of voting
rights*
rights**
capital
shares
Direct
holding
Indirect
holding
(through
controlled
undertakings)
* If different from the number of shares.
** If different from the proportion of capital.
1.2 State the number and kind of shares (common or preference) that
will be held by the legal person after the proposed acquisition, the
amount of these shares in the total capital (in percentage), the number
of voting rights* proportion of voting rights**.
67
Number and % of total
Number of
Proportion
kind of
voting
of voting
rights*
rights**
capital
shares
Direct
holding
Indirect
holding
(through
controlled
undertakings)
* If different from the number of shares.
** If different from the proportion of capital.
1.3 State the legal person’s aim and expectations of the proposed
acquisition (e.g. strategic investment, investment portfolio).
68
2. Information on the legal person
2.1 Registered name
2.2 Trading name
2.3 Legal form
2.4 Please attach, as Attachment 1, authenticated copy of the Articles of
Association of the legal person, including all its amendments, as well as
any certificate of registration thereof by the competent authority.
State the registration number of the legal person. If the legal person is
registered outside Greece, state the equivalent of the registration
number and attach, as Attachment 1, the relevant certificate.
2.4.a. Licensing/supervisory regime
2.4.b. Please attach, in Attachment 1, a certified copy of the
authorisation of the legal person, including all its amendments, as well
as any certificate of registration thereof by the competent authority.
69
If the legal person is registered outside Greece, state the equivalent
registration data.
2.5 Address of registered company seat
Street
Number
City
Country
Postal code
2.6 Is the head office address of the legal person the same as the
company seat address?
 No If no, please specify
 Yes
Street
Number
City
70
Country
Postal code
Please also attach, in Attachment 1, evidence of the head office
address.
2.7 Please attach, as Attachment 2, the financial statements (on both a
solo and consolidated basis) of the legal person and any legal persons
with which it has close links, within the meaning of Article 3(35) of Law
4261/2014 (including any credit and financial institutions or insurance
firms), for the last two years, audited according to law.
If the application is submitted during the second half of the financial
year,
please
submit
half-yearly
or
three-quarter
accounts,
as
appropriate. Moreover, if the financial position of the legal person has
changed considerably in relation to the picture reflected in the submitted
statements, please specify.
71
2.8 Has the legal person or its group ever been assessed by an external
credit assessment institution, in Greece or abroad?
If yes, please attach, as Attachment 3, the relevant rating reports.
Please state below the name(s) of the external credit assessment
institution(s), the assessment date, as well as the rating assigned by
them.
2.9 Please attach, as Attachment 4, a description of the legal person’s
activities to date and indicate the most important of these activities in
terms of turnover.
2.10 Describe any financial (e.g. financing, guarantees, commitments)
and non-financial (e.g. family relationships) interests or relationships
between the legal person and the following persons:
a. any other current shareholders of the firm;
b. any person entitled to exercise voting rights of the firm;
c. any member of the management body or key function holder of the
firm;
72
d. the target firm itself, including the group the firm is a part of.
2.11 Has the legal person ever been assessed by another supervisory
authority, in Greece or abroad, either as a proposed shareholder of a
credit institution or as a legal person controlling a credit institution?
If yes, state the name of the said authority and attach, as Attachment 5,
the relevant documents that contain the findings. If there is a similar
assessment by any competent authority from another, non-financial
sector, please attach, as Attachment 5, the relevant documents.
 No
 Yes
If yes, please specify
2.12 If the legal person is a member of a group, either as parent
company or affiliate, please determine the group, the comprised legal
persons, their seat and objects. Please attach, as Attachment 6, an
organisational chart of the group’s structure, as well as the percentages
and voting rights. Please attach, if available, as Attachment 2, the
73
annual consolidated accounts for the last two years of the group the
legal person is a part of.
2.13 If the legal person is a part of a group, state the legal persons/parts
of the group that are subject to supervision, as well as the names of the
competent supervisory authorities. If they are more than one, please
attach, as Attachment 7, the relevant details.
Name of legal person
Home country
Information on the supervisory authority
Description of the legal person’s activities
2.14 State any credit institutions to which the legal person is affiliated or
has been affiliated during the last ten years and the form of such
affiliation.
74
2.15 Is the legal person listed on a stock exchange in Greece or
abroad?
 No
 Yes
If yes, please specify
2.16 State the amount in the total capital (in percentage) and the
proportion of voting rights held on behalf of the legal person by other
parties, within the meaning of Article 28(1) and (2) of Law 4261/2014,
as currently in force, explaining the existing legal relationships.
2.17 Has the legal person, or the members of its management body, or
any closely linked legal persons, within the meaning of Article 3(35) of
Law 4261/2014, ever defaulted on payments and asked creditors for a
restructuring?
How was the default settled? Is there a relevant pending case?
Specify including the relevant legal consequences or any sanctions
imposed.
75
3. Members of the management body and persons that effectively
direct the business of the acquirer
3.1 Please attach, as Attachment 8, an organisational chart of the legal
person’s structure, identifying all reporting lines, departments, and
management or management body committees.
Please also attach, as Attachment 8, the CVs of the persons identified
in tables 3.2 and 3.3 below, including details on their education and
training, professional experience, as well as the activities or additional
functions currently performed. Please attach all relevant certificates,
including any recognition of their qualifications in Greece.
3.2 Provide the following details on the members of the management
body of the legal person.
Full name
Date of birth
Position
3.3 Provide information on the persons that effectively direct the
business of the legal person, if different from those identified above.
76
Full name
Date of birth
Position
4. Information on the persons that control directly or indirectly,
through controlled undertakings, the legal person
4.1 Please attach, as Attachment 9, the shareholding structure of the
legal person (identity, address, percentage of capital and voting rights)
and information on:
(a) Any legal persons that are closely linked, within the meaning of
Article 3(35) of Law 4261/2014, with the legal person (name, seat,
object etc.).
(b) The beneficial owner of the legal person, within the meaning of
Article 4(16) of Law 3691/2008, and the way of determining the
beneficial owner.1 There is no need to determine the beneficial owner
where the legal person is a credit or financial institution of an EEA
Member State or a country with equivalent ML/TF supervision, or
another legal person subject to Article 17(2) of Law 3691/2008.
1
For the determination of the beneficial owner, please complete Chapter 9 of this
Questionnaire.
77
(c) Anyone exercising significant influence, within the meaning of Article
106(1) of Law 2190/1920, on the management of the legal person.
Where the shareholders are legal persons, provide also the data of the
natural persons that control them, within the meaning of Article 3(1)(34)
of Law 4261/2014, as well as their beneficial owner and the way of
determining the beneficial owner, as mentioned hereinabove.
4.2 Are there any written or oral arrangements between the legal person
and any other (natural or legal) person that affect or will affect the way
of exercising the voting rights of the legal person?
 No
 Yes
If yes, please specify
78
5. Financing of the proposed acquisition
5.1 Give details of the cost of the assessed holding, how you plan to
finance it, as well as the sources of the funds. Describe the possibilities
(if any) of tapping the financial markets in order to acquire the proposed
holding.
Cost
Information on the financing of the
acquisition
Relevant documents (e.g. loan agreement, tax return etc.) in support of
the information provided above must be attached as Attachment 10.
5.2 Provide information on the contribution of any third parties to the
financing of the holding of the legal person.
79
6. Information on the proposed holding
6.1 Will voting rights be exercised directly by the legal person? Provide
information concerning the representative of the legal person in the
management body of the firm.
6.2 What kind of influence does the legal person plan to exercise on the
firm’s financial position, strategic development and allocation of
resources?
6.3 Describe the medium-term goals concerning the firm, including,
among other things, the financial goals, the main synergies to be
pursued (if any) etc.
80
6.4 Does the legal person, or any legal person it has close links with,
within the meaning of Article 3(35) of Law 4261/2014, plan to enter into
agreements or undertake any commercial cooperation with the target
firm? Please mention any such existing agreements or commercial
cooperation.
 No
 Yes
If yes, please specify
6.5 State any action of the legal person in concert with other parties,
within the meaning of Article 23(5) of Law 4261/2014, or acts of longstanding common policy with other parties (e.g. means of participation
in the financial arrangements, future organisational arrangements, etc.).
6.6 State the provisions of any existing or contemplated shareholder's
agreements between the legal person and new and existing
shareholders in relation to the target firm.
81
6.7 Is there any interest of the legal person that may be in conflict with
the target firm?
 No
 Yes
If yes, submit proposals for resolving such conflict
7. Suitability of the legal person
7.1 During the last ten years, did the legal person hold any authorisation
as a credit institution or other financial firm in Greece or abroad?
 No
 Yes
I f yes, complete the table below
Dates
Supervisory authority
Kind of authorisation
(from/to)
and home country
(credit institution,
investment firm,
insurance
undertaking etc.)
82
7.2 Has an application for authorisation ever been rejected or
withdrawn, or has the Bank of Greece or another competent financial
authority, in Greece or abroad, ever withdrawn an authorisation to the
legal person or any legal person it has close links with, within the
meaning of Article 3(35) of Law 4261/2014? Answer this question also
in relation to the members of the management body of the legal person
(regarding authorisation to carry out a profession).
 No
 Yes
If yes, please specify
7.3 During the last ten years, has any competent supervisory authority,
in Greece and abroad, conducted audits (other than regular audits) of
the accounts and financial data of the legal person?
 No
 Yes
If yes, please specify
83
7.4 During the last ten years, has the legal person, or any members of
its management body, or any legal person it has close links with, within
the meaning of Article 3(35) of Law 4261/2014, been investigated by
any competent supervisory authority, in Greece or abroad?
 No
 Yes
If yes, please specify
7.5 During the last ten years, has any competent supervisory authority,
in Greece or abroad, requested access to or seized the books or
records of the legal person?
 No
 Yes
If yes, please specify
7.6 Has the legal person ever obstructed the effective exercise of
supervisory functions by competent authorities in Greece or abroad?
84
 No
 Yes
If yes, please specify
7.7 Has any sentence every been issued, or have any criminal or
administrative sanctions ever been imposed, or are there any criminal
charges pending against the legal person, or any members of its
management body, or against any legal person it has close links with,
within the meaning of Article 3(35) of Law 4261/2014, in Greece or
abroad:
7.7.1 For fraud, bribery, forgery or tax evasion?
 No
 Yes
If yes, please specify
7.7.2 For money laundering and terrorist financing?
 No
 Yes
If yes, please specify
85
7.7.3 For abuse of confidential or privileged information?
 No
 Yes
If yes, please specify
7.7.4 For manipulation of a regulated market or an equivalent market in
a non-EU country?
 No
 Yes
If yes, please specify
7.7.5 In connection with the provision of principal and ancillary
investment services?
 No
 Yes
If yes, please specify
86
7.7.6 For any other offence that carries a custodial sentence?
 No
 Yes
If yes, please specify
7.8 Has the legal person, or any legal person it has close links with,
within the meaning of Article 3(35) of Law 4261/2014, ever been a party
to any litigation or entered into any judicial settlement that had a
material impact on its financial position?
 No
 Yes
If yes, please specify
7.9 Has the legal person, or any members of its management body, or
any legal person it has close links with, within the meaning of Article
3(35) of Law 4261/2014, ever been the subject of administrative or
disciplinary
sanctions
imposed
by
any
supervisory
authority,
87
professional body or government agency due to non-compliance with
provisions of the legislation in force?
 No
 Yes
If yes, please specify
7.10 During the last ten years, has the legal person, or any members of
its management body, or any legal person it has close links with, within
the meaning of Article 3(35) of Law 4261/2014, been:
(a) adjudicated bankrupt?
(b) subject to conservatorship, enforcement or liquidation proceedings,
or bankruptcy or relevant resolution proceedings?
(c) subject to an application for similar proceedings?
 No
 Yes
If yes, please specify
88
7.11 When and why were the external auditors of the legal person last
replaced? If the external auditors refused to cooperate, please specify.
7.12 Provide any other data that could help assess your application.
If you have responded affirmatively to any of the above questions under
Chapter
7,
please
attach,
as
Attachment
11,
the
relevant
documentation, indicating the related question.
89
8. Attachments to Questionnaire Form B
Please list the required supporting documents that accompany this
questionnaire
Attachm
Paragraph
Submitted
N/A










ent
1
Authenticated
2.4
copy of articles
2.6
of association,
registration
certificate and
evidence of
head office
address
2
3
Financial
2.7
statements
2.12
Reports by
2.8
external credit
assessment
institutions
4
Description of the
2.9
legal
person’s activities
5
Documents
2.11
concerning any
90
assessment by a
financial or
non-financial
regulator
6
Organisational
2.12
chart of the










group’s structure
7
Supervised legal
2.13
persons of
the group
8
Organisational
3.1
chart of the
legal person’s
structure and
CVs
9
Shareholding
4.1
structure of the
legal person
10
Documents
5.1
concerning the
financing of the
proposed
acquisition
91
11
Information on the
questions of
7.12




Chapter 7
12
Other information.
Please explain
92
9. Determination of beneficial owner
(To be completed in order to determine the beneficial owner of the
acquiring legal person under question 4.1)
According to Law 3691/2008, the beneficial owner is the natural
person(s) who ultimately own(s) the legal person or legal arrangement.
To determine the beneficial owner, please identify the above-mentioned
natural person by crossing the appropriate box.
(a) Regarding companies:
The natural person(s) that ultimately own(s) or control(s) the company
by owning or controlling, directly or indirectly, a sufficient number of its
shares or voting rights, inter alia through bearer shares, other than a
company legally listed on a regulated market that is subject to
disclosure requirements compatible with EU law or to equivalent
international standards. A percentage of at least 25% is considered to
fulfil this criterion.
 The natural person(s) that otherwise control(s) the management of
the company.
(b) Regarding other legal persons, legal entities or other legal
arrangements, such as fiduciaries or trusts that manage assets or
distribute income:
93
The natural person(s) with a share of at least 25% in the property of
the legal entity or arrangement, provided that the future beneficiaries
have already been determined.
The category of persons in the interest of which the legal entity or
arrangement has mainly been established, provided that the future
beneficiaries have not been determined yet.
 The natural person(s) that control(s) at least 25% of the property of
the legal entity or arrangement.
94
10. DECLARATION
The undersigned ………………………., hereby solemnly declare that:
(a) the information and data provided in this questionnaire are complete
and true, and we agree to provide the Bank of Greece with any further
information and clarifications in respect of this questionnaire;
(b) the Bank of Greece shall be notified promptly in writing of any
change in the information in this questionnaire.
We also certify that:
(a) We are aware that any wilful or negligent provision of untrue or
misleading information to the Bank of Greece also entails criminal
sanctions;
(b) We hereby provide our express permission to the Bank of Greece
and its duly authorised staff to seek and obtain information from any
other party (including, but not limited to, my current and previous
employers, credit institutions, other domestic or foreign supervisory or
regulatory authorities), as necessary to verify data provided in this
questionnaire.
The data provided in this questionnaire are considered confidential.
These data may be collected and processed by authorised officers of
95
the Bank of Greece legally and legitimately for specific, clear and
legitimate purposes, in accordance with the provisions of Law
2472/1997 on the protection of individuals with regard to the processing
of personal data, as currently in force.
No such information shall be disclosed or transmitted to any third party,
other than in the cases contemplated by law or pursuant to a court
judgment.
Whenever needed or considered appropriate by the Bank of Greece, we
shall assist and cooperate in order to achieve compliance with the
obligations that are incumbent either upon the legal person or upon the
target firm.
This declaration extends to both the current and any future data and
information concerning the legal person, which are collected for
supervisory purposes.
We confirm that we are duly authorised to sign on behalf of the legal
person and attach the relevant authorisation documents.
-------------------------(Name of legal person)
96
--------------------------
--------------------------
(Name & position)
(Name & position)
--------------------------
--------------------------
(signature)
(signature)
Place and date:……………………………
The Deputy Governor
The Deputy Governor
The Governor
Theodoros Mitrakos
John (Iannis Mourmouras) Yannis Stournaras
True and exact copy
Athens, 06.06.2016
Banking Supervision Department
The Director
[signed]
S. Papagiannidou
97
ANNEX ΙΙ
(Executive Committee’s Act 95/27.5.2016)
QUESTIONNAIRE FORM C
Name of target firm
…………………………………………………………………………………………………………………………………………………..
Name of natural person
................................................................................................................................................
Instructions for completing the application form
1. The application form must be duly completed and signed by the
obligor. If the application is not submitted by the obligor himself/herself,
his/her signature must be legalised by the competent administrative
authority.
2. The space provided under each question in the questionnaire is NOT
indicative of the size of the required answer.
3. Where there is no competent authority to issue the required
certificates, equivalent documents issued by an independent reliable
source shall be submitted.
4. Any false or misleading information or suppression of important
information may give rise, in additional to criminal prosecution, also to
doubts about the integrity of the natural person and therefore, his/her
98
suitability for acquisition of a qualifying holding or taking up of the duties
applied for.
5. All questions must be duly completed, otherwise the necessary
explanations should be provided.
6. The supporting documents accompanying the application shall
provide a cross-reference to the relevant paragraph and shall be
attached to the application as Attachments, numbered as specified
herein and not consecutively, i.e. omitting the numbers of any
missing/non-applicable attachments.
7. The completed application shall be submitted confidentially by
registered mail addressed as follows:
BANK OF GREECE
Banking Supervision Department
21 E. Venizelos Avenue
10250 Athens
8. If you need any further information in connection with this application,
please contact us at:
Tel: +30 210 3205018, 210 3205019
Fax: +30 210 3205400
E-mail: [email protected]
Website: www.bankofgreece.gr
99
Applicant’s contact person
Name
Surname
Occupation
Company name
Postal address
Fixed phone number (including area code)
100
Mobile phone number (optional)
Fax number (including area code)
Email
101
CONTENTS
1. Personal data
2. Professional experience, academic and professional qualifications
3. Personal characteristics
4. Participations in other organisations
5. Letters of recommendation
6. Attachments
7. Declaration - Authorisation
102
1. Personal data
1.1 Full name
1.1.1 Name(s)
1.1.2 Surname
1.1.3 Father’s name
1.2 Date of birth
1.3 Residence address (please indicate whether you stay at this
address for less than 180 days per year)
Street
Number
City
Country
103
Postal code
I stay at this address for less than 180 days per year. YES  NO 
1.4 Indicate the position you will hold in the firm and provide a brief
description of your duties.
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------104
1.5 Are you aware of the obligations and duties attendant to your
position under the legislation in force?
Yes, I have been informed  No, I have not been informed 
I confirm that I am willing to comply with the relevant legislation on an
ongoing basis
 YES  NO
1.6 Have you ever been granted or denied authorisation by a
supervisory authority of any country to hold any position of trust
(member of the management body, key function holder) in any credit or
financial institution or investment firm or insurance undertaking?
 YES  NO
If yes, please attach, as Attachment 1, copies of the relevant decisions.
2.
Professional
experience,
academic
and
professional
qualifications
2.1 Professional experience
Please attach, as Attachment 2, your full employment record, starting
with your most recent job, including such information as the reasons of
termination of employment or any periods of unemployment. Provide
105
your full employment record for the last ten years, including, for every
job:
o start and end date of employment;
o employer’s name, address and nature of business ;
o the
position
you
held,
including
information
on
your
responsibilities, decision-making powers and the number of
subordinates directly reporting to you; and
o any experience and knowledge you gained which are relevant to
the proposed position.
2.2 Academic qualifications
Please provide details of your academic qualifications (institutions,
degrees/certificates
awarded,),
attaching
as
Attachment
3,
authenticated copies of the qualifications, including any recognition
thereof in Greece.
Full name of university
Degree/certificate
2.3 Professional qualifications and membership of professional bodies
o Full names of professional bodies
o Full titles of professional qualifications
o Dates of award of professional qualifications/Professional body
106
membership effective dates (month-year)
o
Relevance of qualifications or memberships to the proposed
position.
2.4 Other relevant education/training
Please provide details on any other education or training that is relevant
to the proposed position.
Other relevant
From
To
education/training
107
3. Personal characteristics
If the answer is affirmative, please attach, as Attachment 4, the
appropriate documents, including references to the relevant question.
3.1 Are you a party to any litigation before any court in Greece or
abroad?
YES  NO 
If yes, please complete the table below.
Kind of dispute
Process filing number
Brief description
3.2 Have you ever resigned any post, in Greece or abroad, in order to
avoid any legal action or disciplinary proceeding against you?
YES  NO 
3.3 During the last ten years, did you hold any position of trust, or were
108
you a member of the management body or key function holder in any
company, in Greece or abroad, which became subject to resolution?
YES  NO 
3.4 Describe any financial or other interests, as well as any
relationships existing between you, your spouse, descendants or
ascendants, on the one hand, and the members of the management
body and key function holders of the firm, the parent company, the
subsidiaries and the controlling shareholders.
109
4. Participations in other organisations
If, during the last ten years, you have held or still hold or you intend to
hold in the future stakes in the capital of the applicant or any company,
or were or still are a member of its management body:
4.1 Indicate whether the stakes you held/hold in the capital of the
applicant or any company were/are held on behalf of legal persons of
which you effectively direct(ed) the business, were/are a member of the
management body or key function holder.
YES  NO 
If yes, complete the table below:
Company name
Main activities
Position
Time period
4.2 Indicate whether the stakes you held/hold in the capital of the
applicant or any company were/are held on behalf of legal persons of
which the persons that effectively direct(ed) the business or managers
act/acted directly or indirectly under your instructions or guidance.
YES  NO 
110
If yes, complete the table below:
Name of company or organisation
Main activities
4.3 Does any of the entities referred to in the answers to questions 4.1
and 4.2 above have any business relationship with the target firm?
YES  NO 
If yes, provide the following information:
(a) name of the company, its main activities, etc.; and
(b) nature of the business relationship, including information on:
o usual banking business; and
o other business relationships, such as e.g. whether the company
supplies goods or provides services to the target firm; whether it
has obtained any loans or financing facilities of any nature from
the target firm.
4.4 Indicate how many shares or stock options of the applicant or any
111
company are held by you, or by others on your behalf, or by any person
with which you are related by blood or affinity up to the second degree.
Number of shares: ……………………
Number of stock options: ……………………
4.5 Have you provided any guarantees or any other personal or real
collateral in connection with any financial claims on, or obligations of,
any other natural or legal person?
YES  NO 
If yes, please specify.
4.6 Please disclose any financial interests in financial corporations.
112
5. Letters of recommendation
Please attach, as Attachment 5, two letters of recommendation,
preferably from the two of your most recent employers, other than
shareholders,
proposed
shareholders,
members
and
proposed
members of the management body and officers of the target firm or
associated firms, within the meaning of Article 32 of Law 4308/2014, as
currently in force.
113
6. Attachments
Please list the required supporting documents that accompany the
application.
Attachment
1
Paragraph Submitted N/A
Copies of
1.6
supervisory
authority
decisions












granting or
denying
authorisation
2
Professional
2.1
experience
3
Authenticated
2.2
copies of
academic
qualifications
4
Personal
3.1 to 3.4
characteristics
5
Letters of
recommendation
6
Others. Please
specify
5
114
7. DECLARATION – AUTHORISATION
I, the undersigned ………………………., hereby solemnly declare that:
(a) the information and data provided in this questionnaire are complete
and true, and I agree to provide the Bank of Greece with any further
information and clarifications in respect of this questionnaire;
(b) I am aware that any wilful or negligent provision of untrue or
misleading information to the Bank of Greece also entails criminal
sanctions;
c) I hereby provide my express permission to the Bank of Greece and
its duly authorised staff to seek and obtain information from any other
party (including, but not limited to, my current and previous employers,
credit institutions, other domestic or foreign supervisory or regulatory
authorities), as necessary to verify data provided in this questionnaire;
and
(d) the Bank of Greece shall be notified promptly in writing of any
115
change in the information in this questionnaire.
The data provided in this questionnaire are considered confidential.
These data may be collected and processed by authorised officers of
the Bank of Greece legally and legitimately for specific, clear and
legitimate purposes, in accordance with the provisions of Law
2472/1997 on the protection of individuals with regard to the processing
of personal data, as currently in force.
No information concerning me shall be disclosed or transmitted to any
third party, other than in the cases contemplated by law or pursuant to a
court judgment.
Being fully cognizant of the legal consequences, I hereby provide my
explicit and unconditional consent to the collection, alignment,
combination and processing of the records containing my personal data,
which are kept by the Bank of Greece, as well as to the transmission of
such data in accordance with the provisions of the current institutional
framework.
Whenever needed or considered appropriate by the Bank of Greece, I
shall assist and cooperate in order to achieve compliance with the
obligations that are incumbent either upon myself personally or upon
the target firm.
116
This declaration extends to both the current and any future data and
information concerning myself, which are collected for supervisory
purposes.
--------------------------
---------------------------------------------
(signature)
(Name & position)
Place and date: ……………………………
The Deputy Governor
The Deputy Governor
The Governor
Theodoros Mitrakos
John (Iannis Mourmouras) Yannis Stournaras
True and exact copy
Athens, 06.06.2016
Banking Supervision Department
The Director
117
[signed]
S. Papagiannidou
118
ANNEX ΙΙΙ
(Executive Committee’s Act 95/27.5.2016)
Disclosure requirements associated with the amount of acquisition of a
holding by a “proposed acquirer” (Chapter Β, Section Β.1.)
Name of target firm
…………………………………………………………………………………
Name of legal person/natural person
…………………………………………………………………………………
Instructions for submitting the information requested
1. The present Annex must be duly completed and signed by the obligor. If it is
not submitted by the obligor himself/herself, their signatures must be legalised
by the competent administrative authority.
2. All information requested must be properly submitted, otherwise the
necessary clarifications should be provided.
3. Any false or misleading information or suppression of important information
may give rise, in additional to criminal prosecution, also to doubts about the
integrity of the “proposed acquirer” and, therefore, his/her suitability for
acquisition of a qualifying holding.
4. The present Annex shall be submitted at the following address:
BANK OF GREECE
Banking Supervised Department
21 E. Venizelos Avenue
119
10250 Athens
5. If you need any further information in connection with this application,
please contact us at:
Tel: +30 210 3205018, 210 3205019
Fax: +30 210 3205400
E-mail: [email protected]
Website: www.bankofgreece.gr
120
A. If, as a result of the acquisition of, or change in, the holding, there is a change
in control, within the meaning of Article 3(1)(34) of Law 4261/2014, as currently
in force, in the target firm, a business plan should be provided, containing
information on the following:
1. A strategic development plan indicating the main goals of the acquisition and the
main ways for reaching them, including:
a) the rationale for the acquisition;
b) medium-term financial goals (return on equity, cost-benefit ratio, earnings per share
etc.);
c) the main synergies to be pursued within the target firm;
d) the possible redirection of activities/products/targeted customers within the target
firm;
e) the possible reallocation of funds/resources anticipated within the target firm;
f) general modalities for including and integrating the target firm in the structure of
the group (if any) of the proposed acquirer, including a description of the main
synergies to be pursued with other companies in the group, as well as a description of
the policies governing intra-group relations.
2. Estimated financial statements of the target firm for a period of two years,
including:
a) a forecast balance sheet, profit and loss account and prudential ratios;
b) information on the level of risk exposures; and
c) a forecast of intra-group operations.
3. The impact of the acquisition on the corporate governance and general
organisational structure of the target firm, including the impact on:
121
a) the composition and duties of the management body and the main committees of
the target firm (e.g. risk management committee, audit committee etc.);
b) administrative and accounting procedures and internal controls: principal changes
in procedures and systems related to accounting, audit, internal control and
compliance (including the provisions of the AML/CTF legislation), as well as the
appointment of key function holders (auditor/internal controller and compliance
officer);
c) the overall IT systems architecture (e.g. the data flowchart, the software used, the
security procedures and tools, business continuity plan); and
d) the policies governing subcontracting and outsourcing (e.g. selection of service
providers, areas concerned) and the respective rights and obligations of the principal
parties as set out in contracts (audit arrangements, quality of service expected from the
provider etc.).
B. If there is no change in control, within the meaning of Article 3(1)(34) of Law
4261/2014, as currently in force, in the target firm, the proposed acquirer should
provide a document on strategy intended to be pursued, depending on the
percentage of holding in the capital of the target firm:
a. If the total holding of the proposed acquirer is between 20% and 50% of the
capital, or is less than that but the influence exercised by the proposed acquirer is
equivalent to that he would exercise if the qualifying holding was between 20% and
50%, information of the same nature as mentioned under Section A above shall be
provided, but in a more extensive and detailed level, including:
a) details on the influence that the proposed acquirer intends to exercise on the policy
formulation, the strategic development and the allocation of resources of the target
firm; and
122
b) a description of the proposed acquirer’s intentions and expectations towards the
target firm over the medium-term, covering all the elements mentioned under Section
A paragraph 1 above.
b. If the total holding of the proposed acquirer is less than 20% of the capital, the
document on strategy should contain information on the policy of the acquirer
regarding the acquisition. In addition to the information provided in Questionnaire
Forms A and B, the proposed acquirer is also required to provide information about:
a) the period for which the proposed acquirer intends to hold his shareholding after the
acquisition;
b) any intention of the proposed acquirer to increase, reduce, or maintain the level of
his shareholding in the foreseeable future;
c) an indication of the intentions of the acquirer towards the target firm, and in
particular whether or not he intends to act as an active minority shareholder; and
d) information on the ability (financial position) and willingness of the proposed
acquirer to support the target firm with additional own funds if needed for the
development of its activities or in case of financial difficulties.
123
DECLARATION – AUTHORISATION
I, the undersigned ………………………., hereby declare that:
(a) the information and data provided according to this Annex are complete and
true, and I agree to provide the Bank of Greece with any further information
and clarifications in respect of this questionnaire;
(b) I am aware that any wilful or negligent provision of untrue or misleading
information to the Bank of Greece also entails criminal sanctions;
(c) I hereby provide my express permission to the Bank of Greece and its duly
authorised staff to seek and obtain information from any other party (including,
but not limited to, credit institutions, other domestic or foreign supervisory or
regulatory authorities), as necessary to verify data provided in this form; and
(d) the Bank of Greece shall be notified promptly in writing of any change in
the information submitted according to this Annex.
The data provided are considered confidential. These data may be collected and
processed by authorised officers of the Bank of Greece legally and legitimately
for specific, clear and legitimate purposes, in accordance with the provisions of
Law 2472/1997 on the protection of individuals with regard to the processing
of personal data, as currently in force.
No information shall be disclosed or transmitted to any third party, other than
in the cases contemplated by law or pursuant to a court judgment.
Being fully cognizant of the legal consequences, I hereby provide my explicit
and unconditional consent to the collection, alignment, combination and
processing of the records containing my personal data, which are kept by the
Bank of Greece, as well as to the transmission in accordance with the
provisions of the current institutional framework.
Whenever needed or considered appropriate by the Bank of Greece, I shall
assist and
cooperate in order to achieve compliance with the obligations that are
incumbent either upon the proposed acquirer or upon the target firm.
This declaration extends to both the current and any future data and
information which are collected for supervisory purposes.
If this declaration is submitted in the name and on behalf of an acquiring legal
person, we confirm that we are authorised to sign on behalf of the legal person
and attach the relevant authorisation documents.
..................................................... .........................................................................
(Signature)
(Full name and position)
................................................
(Place and date)
The Deputy Governor
Theodoros Mitrakos
The Deputy Governor
John (Iannis Mourmouras) Yannis Stournaras
True and exact copy
Athens, 06.06.2016
Banking Supervision Department
The Director
[signed]
S. Papagiannidou
The Governor