Commission Decision (EU) 2015/1092Dangos y teitl llawn

Section C: Other restrictions

(27) Dividend, Coupon, Repurchase, Call and Buy Back ban

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Unless the Commission otherwise agrees to an exemption, the Hellenic Republic commits that:

(a)

The Bank shall not pay any coupons on hybrid capital instruments (or any other instruments for which the coupon payment is discretionary) or dividends on own funds instruments and subordinated debt instruments other than where there is a legal obligation to do so. […] The Bank shall not release reserves to put itself in such a position. In case of doubt as to whether, for the purpose of the present Commitment, a legal obligation exists, the Bank shall submit the proposed coupon or dividend payment to the Commission for approval;

(b)

The Bank shall not repurchase any of its own shares or exercise a call option in respect of those own funds instruments and subordinated debt instruments;

(c)

The Bank shall not buy back hybrid capital instruments.

(28) Acquisition ban

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The Hellenic Republic commits that the Bank shall not acquire any stake in any undertaking, be it an asset or share transfer. That ban on acquisitions covers both undertaking which have the legal form of a company and any package of assets which forms a business(1).

(i) Exemption requiring Commission's prior approval

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Notwithstanding that prohibition, the Bank may, after obtaining the Commission's approval, and, where appropriate, on a proposal of the HFSF, acquire businesses and undertakings if it is in exceptional circumstances necessary to restore financial stability or to ensure effective competition.

(ii) Exemption not requiring Commission's prior approval

:

The Bank may acquire stakes in undertakings provided that:

(a)

The purchase price paid by the Bank for any acquisition is less than [[…] %] of the balance sheet size(2) of the Bank at the Effective Date of the Commitments(3); and

(b)

The cumulative purchase prices paid by the Bank for all such acquisitions starting with the Effective Date of the Commitments until the end of the restructuring period, is less than [[…] %] of the balance sheet size of the Bank at the Effective Date of the Commitments.

(iii) Activities not falling under the acquisition ban

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The acquisition ban shall not cover acquisitions that take place in the ordinary course of the banking business in the management of existing claims towards ailing firms.

(29) Advertising ban

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The Hellenic Republic commits that the Bank shall refrain from advertising referring to state support and from employing any aggressive commercial strategies which would not take place without the support of the Hellenic Republic.

(1)

For clarification, for the purpose of that Commitment, the Bank's Private Equity/Venture Capital business shall be excluded from the scope of that Commitment. In that respect, the Bank shall make a formal request to the Commission, which shall include a business plan for that entity.

(2)

For clarification, for the purpose of that Commitment, the size of the balance sheet is equal to the Bank's total assets.

(3)

For clarification, in case the Commission's approval to lift the acquisition ban is obtained according to point i., paragraph (28), Chapter III of the Commitments, the balance sheet of the Bank at the Effective Date of the Commitments shall be calculated to include also the assets of the acquired entities or the acquired assets at the date of acquisition.