Obligation Hellenic National Bank 6.75% ( XS0203173298 ) en USD

Société émettrice Hellenic National Bank
Prix sur le marché 100 %  ▲ 
Pays  Grece
Code ISIN  XS0203173298 ( en USD )
Coupon 6.75% par an ( paiement semestriel )
Echéance 22/11/2018 - Obligation échue



Prospectus brochure de l'obligation National Bank of Greece XS0203173298 en USD 6.75%, échue


Montant Minimal 1 000 USD
Montant de l'émission 210 000 000 USD
Description détaillée La National Bank of Greece est une grande banque commerciale grecque, l'une des plus importantes du pays, offrant une large gamme de services bancaires aux particuliers et aux entreprises.

L'Obligation émise par Hellenic National Bank ( Grece ) , en USD, avec le code ISIN XS0203173298, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/11/2018







OFFERING CIRCULAR
National Bank of Greece Funding Limited
(incorporated with limited liability in Jersey)
U.S.$180,000,000 Series C CMS-Linked Non-cumulative Guaranteed Non-voting Preferred
Securities
having the benefit of a subordinated guarantee of
National Bank of Greece S.A.
(incorporated with limited liability in the Hellenic Republic)
Issue price: U.S.$1,000 per Preferred Security
The U.S.$180,000,000 Series C CMS-Linked Non-cumulative Guaranteed Non-voting Preferred Securities (the
``Preferred Securities'') each with a liquidation preference of U.S.$1,000 (the ``Liquidation Preference'') are issued by
National Bank of Greece Funding Limited (the ``Issuer'') on 3 November 2004 (the ``Closing Date''). All obligations of the
Issuer to make payments in respect of the Preferred Securities will be guaranteed on a subordinated basis by National Bank of
Greece S.A. (the ``Bank'') pursuant to a subordinated guarantee dated 3 November 2004 (the ``Guarantee''), all as more fully
described herein under ``Subordinated Guarantee''.
The Preferred Securities will entitle Holders to receive (subject as described herein under ``Description of the Preferred
Securities'') non-cumulative preferential cash dividends (the ``Preferred Dividends'') payable in arrear on 3 November 2005,
and thereafter semi-annually in arrear on 3 May and 3 November in each year, (each a ``Preferred Dividend Payment Date'').
In respect of the Preferred Dividend Period (as defined on page 16) from and including the Closing Date to but excluding
3 November 2005 the Preferred Securities will accrue Preferred Dividends at a rate of 6.75 per cent. per annum. The rate of
Preferred Dividends in respect of subsequent Preferred Dividend Periods shall be the sum of the Reference Rate (as defined on
page 17) and 0.125 per cent. per annum, subject to a maximum rate of 8.5 per cent. per annum.
The Preferred Securities are perpetual securities and have no fixed redemption date. However, the Preferred Securities
may be redeemed, in whole but not in part, on 3 November 2014 (the (``First Call Date'') or on any Preferred Dividend
Payment Date falling thereafter, upon not less than 30 nor more than 60 days' notice, each to be redeemed at U.S.$1,000 per
Preferred Security plus accrued and unpaid Preferred Dividends and any Additional Amounts (as defined on page 8) in respect
of the most recent Preferred Dividend Period. Such redemption is subject to the consent of the Bank and the Bank of Greece.
The Preferred Securities may also be redeemed in the circumstances set out herein under ``Description of the Preferred
Securities -- Redemption of Preferred Securities''.
In the event of a liquidation, dissolution or winding-up of the Issuer, Holders of the Preferred Securities will be entitled
to receive, for each Preferred Security, the Liquidation Preference plus accrued and unpaid Preferred Dividends for the then
current applicable Preferred Dividend Period to the date of payment, as more fully described in ``Description of the Preferred
Securities''.
Application has been made to list the Preferred Securities on the Official Segment of the stock market of Euronext
Amsterdam N.V. (``Euronext Amsterdam'') and on the Luxembourg Stock Exchange. This Offering Circular constitutes a
Prospectus for the purposes of the application for listing the Preferred Securities on the Luxembourg Stock Exchange and on
Euronext Amsterdam.
In making an investment decision, investors should read the ``Investment
Considerations'' on page 11 of this Offering Circular.
The Preferred Securities are expected to be rated ``Baa1'' by Moody's Investors Service Limited (``Moody's'') and
``BBB­'' by Standard & Poor's Rating Services, a division of the McGraw Hill Companies Inc. (``Standard & Poor's'' and,
together with Moody's, the ``Rating Agencies''). A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning Rating Agencies.
The Preferred Securities will be represented on issue by a single global certificate in registered form (the ``Global
Certificate''). The Global Certificate will be registered in the name of Citivic Nominees Limited, as nominee for, and will be
deposited with, a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear system (``Euroclear'') and
Clearstream Banking, soci´et´e anonyme (``Clearstream, Luxembourg'') on or around the Closing Date.
The Preferred Securities and the Guarantee have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the ``Securities Act''), or with any securities regulatory authority of any
jurisdiction, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as
those terms are defined in Regulation S under the Securities Act (``Regulation S'')), except in certain transactions
exempt from the registration requirements of the Securities Act.
Joint-Lead Managers
BNP PARIBAS
Citigroup
JPMorgan
NBG International
Co-Lead Managers
Alpha Bank
Emporiki Bank
Piraeus Bank
The date of this Offering Circular is 2 November 2004


The Issuer and the Bank accept responsibility for the information contained in this Offering Circular. To the
best of the knowledge and belief of the Issuer and the Bank (which have taken all reasonable care to ensure that
such is the case) the information contained in this Offering Circular is in accordance with the facts and does not
omit anything likely to affect the import of such information. The Issuer and the Bank, having made all
reasonable enquiries, confirm that this Offering Circular contains or incorporates all information which is
material in the context of the Preferred Securities, that the information contained or incorporated in this Offering
Circular is true and accurate in all material respects and is not misleading, that the opinions and intentions
expressed in this Offering Circular are honestly held and that there are no other facts the omission of which
would make this Offering Circular or any of such information or the expression of any such opinions or intentions
misleading.
No person has been authorised to give any information or to make any representations other than those
contained in this Offering Circular in connection with the offering of the Preferred Securities and, if given or
made, such information or representations must not be relied upon as having been authorised by the Issuer, the
Bank or the Managers (as defined under ``Subscription and Sale'' herein). Neither the delivery of this Offering
Circular nor any sale made hereunder shall, under any circumstances, constitute a representation or create any
implication that there has been no change in the affairs of the Issuer, the Bank or the Bank and its consolidated
subsidiaries as a whole (the ``Group'') since the date hereof. This Offering Circular does not constitute an offer
of, or an invitation by, or on behalf of, the Issuer, the Bank or the Managers to subscribe for, or purchase, any of
the Preferred Securities. This Offering Circular does not constitute an offer, and may not be used for the purpose
of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or
solicitation is not authorised or is unlawful. This Offering Circular may only be used for the purposes for which it
has been published.
The Managers have not separately verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the
Managers or any of them as to the accuracy or completeness of the information contained in this Offering
Circular or any other information provided by the Issuer or the Bank in connection with the Preferred Securities
or their distribution.
This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer, the Bank or the Managers that any recipient of this Offering
Circular should purchase any of the Preferred Securities. Each investor contemplating purchasing Preferred
Securities should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer and/or the Bank. No person is authorised to give information other
than contained herein and in the documents referred to herein and which are made available for inspection by the
public at the specified office of each Paying and Transfer Agent.
The Preferred Securities and the Guarantee have not been, and will not be, registered under the Securities
Act. The Preferred Securities are being offered outside the United States in accordance with Regulation S, and
may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons
(as defined under Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. For a further description of certain restrictions on the offer and
sale of the Preferred Securities and on distribution of this Offering Circular, you should read ``Subscription and
Sale'' below.
A copy of this Offering Circular has been delivered to the Registrar of Companies in Jersey in accordance
with Article 5 of the Companies (General Provisions) (Jersey) Order 2002 as amended and the Registrar of
Companies has given, and has not withdrawn, its consent to the circulation of the Offering Circular. The Jersey
Financial Services Commission has given, and has not withdrawn, its consent under Article 4 of the Control of
Borrowing (Jersey) Order 1958, as amended, to the issue of the Preferred Securities by the Issuer. It must be
distinctly understood that, in giving these consents, neither the Registrar of Companies nor the Jersey Financial
Services Commission takes any responsibility for the financial soundness of the Issuer or for the correctness of
any statements made, or opinions expressed, with regard to it.
An investment in the Preferred Securities is only suitable for financially sophisticated investors who are
capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear
any losses which may result from such investment.
If you are in any doubt about the contents of this Offering Circular, you should consult your stockbroker,
bank manager, solicitor, accountant or other financial adviser.
It should be remembered that the price of securities and the income from them can go down as well as up.
2


Nothing in this Offering Circular or anything communicated to Holders of, or investors in, the Preferred
Securities (or any such potential Holders or investors) by the Issuer is intended to constitute, or should be
construed as, advice on the merits of the purchase of or subscription for the Preferred Securities or the exercise of
any rights attached thereto for the purposes of the Financial Services (Jersey) Law 1998, as amended.
IN CONNECTION WITH THE ISSUE OF THE PREFERRED SECURITIES, CITIGROUP
GLOBAL MARKETS LIMITED (THE ``STABILISING MANAGER'') OR ANY PERSON ACTING FOR
THE STABILISING MANAGER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW
TO SUPPORTING THE MARKET PRICE OF THE PREFERRED SECURITIES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD.
HOWEVER, THERE IS NO OBLIGATION ON THE STABILISING MANAGER OR ANY PERSON
ACTING FOR IT TO DO THIS. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. SUCH
STABILISING SHALL BE IN COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND
RULES. WHEN CONDUCTED BY DUTCH PERSONS OR ENTITIES ANYWHERE IN THE WORLD
OR BY NON-DUTCH PERSONS OR ENTITIES IN THE NETHERLANDS, SUCH STABILISING
WILL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE FURTHER CONDUCT OF
BUSINESS REGULATION TO THE DUTCH SECURITIES MARKET SUPERVISION ACT (NADERE
REGELING GEDRAGSTOEZICHT EFFECTENVERKEER 2002) AND WILL IN ANY EVENT BE
DISCONTINUED WITHIN 30 DAYS AFTER THE CLOSING DATE. STABILISATION
TRANSACTIONS CONDUCTED ON THE STOCK MARKET OF EURONEXT AMSTERDAM MUST
BE CONDUCTED BY A MEMBER OF EURONEXT AMSTERDAM.
FINANCIAL AND OTHER REFERENCES
All references in this Offering Circular to ``Euro'', ``euro'', ``EUR'' and ``4'' refer to the single currency
introduced at the start of the Third Stage of European Economic and Monetary Union (``EMU'') pursuant to the
Treaty establishing the European Community (signed in Rome on 25 March 1957) as amended, all references to
``Sterling'' and ``£'' refer to the currency of the United Kingdom, all references to ``U.S.$'', ``USD'' and
``U.S. dollars'' refer to the currency of the United States and all references to ``Greek drachmas'', ``drachmas'',
``Drs'' or ``GRD'' are to Greek drachmas.
Greece adopted the euro as its national currency on 1 January 2001, at which time the drachma ceased to
exist as a separate legal currency. From 1 January 2001, the Greek drachma became the national denomination of
the euro in Greece and was fixed against the euro at a rate of 41.00 = GRD 340.75. On 1 January 2002, euro bank
notes and coins were introduced in the EMU countries and on 1 March 2002, drachmas (and all other national
denominations of the euro) ceased to be legal tender and were replaced entirely by euro notes and coins. Financial
statements for the National Bank of Greece are therefore expressed in euro in this Offering Circular. Financial
statements for the years ended 31 December 2000 and 2001 were recorded in Greek drachmas and have therefore
been re-expressed in euro based on the fixed rate of 41.00 = GRD 340.75 to conform to the current presentation.
The financial information presented herein has been prepared in accordance with generally accepted
accounting principles in Greece (``Greek GAAP''). Certain financial information prepared in accordance with
generally accepted accounting principles in the United States (``U.S. GAAP'') has also been provided.
Certain financial and statistical information in this Offering Circular has been subject to rounding
adjustments. Accordingly, the sum of certain data may not conform to the total.
All references herein to ``Greece'', the ``Republic'', the ``Republic of Greece'' and the ``Greek State'' are to
the Hellenic Republic. All references herein to ``Central Bank'' or ``Bank of Greece'' are to the Bank of Greece.
References to ``DEKA'' are to the Public Company for Transferable Securities S.A., a company organized
under the laws of the Hellenic Republic, which is wholly owned by the Hellenic Republic and which acts as a
holding company for the Hellenic Republic's equity investments in various Greek companies, including NBG.
Unless the context otherwise requires, references to ``NBG'' and the ``Bank'' are to National Bank of Greece
S.A. on a stand-alone basis and do not include the Bank's consolidated subsidiaries. Similarly, unless the context
otherwise requires, all references to the ``NBG Group'' or the ``Group'' are to NBG and its consolidated
subsidiaries. All references in this Offering Circular to ``we'', ``us'' or ``our'' are to the Group as a whole.
3


TABLE OF CONTENTS
Page
Documents Incorporated by Reference ******************************************************
5
Summary of the Offering*****************************************************************
6
Investment Considerations ****************************************************************
11
Description of the Preferred Securities ******************************************************
15
Other Provisions of the Issuer's Articles ****************************************************
26
Summary of Provisions Relating to the Preferred Securities in Global Form ***********************
27
Subordinated Guarantee ******************************************************************
28
Use of Proceeds ************************************************************************
34
National Bank of Greece Funding Limited **************************************************
35
The Bank and the Group *****************************************************************
37
The Banking Sector in Greece ************************************************************
61
Taxation ******************************************************************************
63
Subscription and Sale********************************************************************
65
General Information *********************************************************************
68
Principal Differences between U.S. GAAP and Greek GAAP and Greek Accounting Practices ********
70
Financial Statements of National Bank of Greece Group ***************************************
72
4


DOCUMENTS INCORPORATED BY REFERENCE
The Articles of Association of the Issuer, the audited consolidated annual financial statements of the Bank
(prepared in accordance with U.S. GAAP) and the audited consolidated and non-consolidated annual financial
statements of the Bank (prepared in accordance with Greek GAAP) as of and for the years ended 31 December
2003, 2002 and 2001 shall be deemed to be incorporated in, and to form part of, this Offering Circular.
The Issuer will, at the specified offices of the Paying and Transfer Agents, provide, free of charge, a copy of
this Offering Circular (and any document incorporated by reference in this Offering Circular).
5


SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by the more detailed information included elsewhere in this
Offering Circular. Capitalised terms used but not defined in this summary shall bear the respective meanings
ascribed to them under ``Description of the Preferred Securities''.
Issuer:
National Bank of Greece Funding Limited (the ``Issuer'') is incorporated in
Jersey and is a subsidiary of the Bank.
Guarantor:
National Bank of Greece S.A. (the ``Bank'').
Issue Size:
U.S.$180,000,000.
Issue Details:
U.S.$180,000,000 Series C CMS-Linked Non-cumulative Guaranteed
Non-voting Preferred Securities each with a par value and a liquidation
preference of U.S.$1,000.
Preferred Dividends:
Preferred Dividends on the Preferred Securities will be declared by the
Directors of the Issuer and paid by the Issuer out of funds legally available
therefor, subject to certain limitations. (See ``Limitations on Payments''
below.)
In respect of the Preferred Dividend Period (defined on page 16) from and
including the Closing Date to but excluding 3 November 2005 the
Preferred Securities will accrue Preferred Dividends at a rate of 6.75 per
cent. per annum. payable in arrear on 3 November 2005. For each
subsequent Preferred Dividend Period, Preferred Dividends on the
Preferred Securities will be payable semi-annually in arrear on 3 May and
3 November in each year at a rate equal to the aggregate of the prevailing
Reference Rate (as defined on page 17) and 0.125 per cent per annum,
subject to a maximum rate of 8.5 per cent. per annum.
Guarantee:
The Bank will guarantee, on a subordinated basis, payments on the
Preferred Securities in respect of any declared but unpaid Preferred
Dividends, payments on liquidation of the Issuer, payments on redemption
of the Preferred Securities and any Additional Amounts (as defined below).
The Bank's obligations under the Guarantee will be subordinated so that
they rank (i) junior to Senior Creditors (as defined on page 29), (ii) pari
passu with the Liquidation Parity Obligations (as defined on page 16), and
(iii) senior to the ordinary shares of the Bank.
Limitations on Payments:
Subject to the Law and to the provisions relating to compulsory payments
below, Preferred Dividends may be declared by the Directors, in their sole
discretion, and paid by the Issuer out of funds legally available therefor.
However, subject to the provisions relating to compulsory payments below,
the Issuer will not be permitted to pay any Preferred Dividend on the
Preferred Securities if such Preferred Dividend, together with the amount
of:
(a)
any Preferred Dividends previously paid in respect of the Preferred
Securities and distributions previously paid in respect of Preferred
Dividend Parity Obligations in the then current financial year; and
(b)
any Preferred Dividends proposed to be paid in respect of the
Preferred Securities and distributions proposed to be paid in respect
of any Preferred Dividend Parity Obligations in the then current
semi-annual period,
is greater than Distributable Funds.
For the avoidance of doubt, the Directors will not be required to declare,
and the Issuer will not be required to pay, a Preferred Dividend if, in the
then current financial year, the Bank has not paid any dividend to the
holders of its ordinary shares and neither the Bank nor any Subsidiary has
6


made certain other payments in respect of Junior Obligations or Preferred
Dividend Parity Obligations, as set out in ``Compulsory Payments'' below.
If the Issuer does not pay Preferred Dividends in respect of any Preferred
Dividend Period, the Issuer shall notify the Luxembourg Stock Exchange,
Euronext Amsterdam and the Holders in accordance with the provisions of
Article 15.
References to Preferred Dividends include Additional Amounts.
Preferred Dividends
Non-cumulative:
If the Directors of the Issuer do not declare a Preferred Dividend payable
on a Preferred Dividend Payment Date by virtue of the limitations set out
above (see ``Limitation on Payments''), then, subject to the below (see
``Compulsory Payments'' and ``Redemption'') and without affecting the
rights of the Holders of Preferred Securities under the Guarantee, the
entitlement of the Holders of Preferred Securities to such Preferred
Dividend shall lapse. Accordingly, no payment will need to be made at any
time by the Issuer or the Bank in respect of any such missed payment.
Compulsory Payments:
Payment on Junior Obligations
If the Bank, the Issuer or any other Subsidiary of the Bank pays any
distribution on or in respect of any class of Junior Obligations (other than
in the form of shares or further or other Junior Obligations), then, subject
to the Law, the Issuer will be required to pay Preferred Dividends on the
Preferred Securities on one or more Preferred Dividend Payment Dates
contemporaneous with or following such distribution, as follows:
(a)
payment of the full amount of the Preferred Dividend payable on the
Preferred Securities on each of the next two Preferred Dividend
Payment Dates if the distribution on the Junior Obligation is made in
respect of an annual period; and
(b)
payment of the full amount of the Preferred Dividend payable on the
Preferred Securities on the next Preferred Dividend Payment Date if
the distribution on the Junior Obligation is made in respect of a
semi-annual period or a quarterly period.
Redemption of Junior Obligations
Subject to the Law, the Issuer will be required to make payment of the full
amount of Preferred Dividends payable on each of the next two Preferred
Dividend Payment Dates contemporaneous with or following any date on
which the Bank or any Subsidiary of the Bank has redeemed, repurchased
or otherwise acquired any Junior Obligations for any consideration (or any
moneys are paid to or made available for a sinking fund for, or for
redemption of, any such securities) unless (a) such acquisition is effected
in accordance with the provisions of Article 16 paragraph 2(b) to (f) or
paragraph 5 et seq. of Greek Codified Law 2190/1920 and (b) following
such acquisition and any other measure taken by the Bank: (i) the total
capital adequacy of the Bank, on an unconsolidated and consolidated basis,
remains above 8 per cent.; and (ii) the ratio of ``upper tier 1 capital'' items
of own funds (namely tier 1 capital excluding the Preferred Securities and
similar instruments) to risk adjusted assets of the Bank remains above 5 per
cent.
Payment on Preferred Dividend Parity Obligations
If the Bank, the Issuer or any other Subsidiary of the Bank pays any
distribution on or in respect of any class of Preferred Dividend Parity
Obligations (other than in the form of shares or Junior Obligations), then
the Issuer will be required to make pro rata payments of Preferred
Dividends on the Preferred Securities on one or more Preferred Dividend
7


Payment Dates contemporaneous with or following such distribution, as
follows:
(a)
pro rata payment of the full amount of the Preferred Dividend
payable on the Preferred Securities on each of the next two Preferred
Dividend Payment Dates if the distribution on the Preferred
Dividend Parity Obligation is paid in respect of an annual period;
and
(b)
pro rata payment of the full amount of the Preferred Dividend
payable on the Preferred Securities on the next Preferred Dividend
Payment Date if the distribution on the Preferred Dividend Parity
Obligation is paid in respect of a semi-annual period or quarterly
period.
When a distribution on Preferred Dividend Parity Obligations requires
pro rata payment of Preferred Dividends as described above, the amount of
the required payment will be in the same proportion to the aggregate
specified amount of Preferred Dividends payable on the Preferred
Securities as the aggregate payment that was made on such Preferred
Dividend Parity Obligations bears to the amount that was payable on such
Preferred Dividend Parity Obligations at the time of such payment.
Aggregation of Preferred Dividends in Preferred Dividend Period.
Subject to the Law, compulsory payments of Preferred Dividends to be
made by virtue of Article 4(a), 4(b) or 4(c) of the Issuer's Articles of
Association shall be aggregated on any Preferred Dividend Payment Date
with any payments made or to be made by virtue of Article 3 in respect of
any relevant Preferred Dividend Period, provided that in any relevant
Preferred Dividend Period the aggregate amount paid in respect of
Preferred Dividends on the Preferred Securities shall not exceed the
scheduled amount of the Preferred Dividends.
All the compulsory Preferred Dividends described above will be
guaranteed by the Bank under the Guarantee.
Withholding Tax and Additional
Amounts:
The Preferred Securities will contain a gross up provision in respect of
imposition of Jersey or Greek withholding taxes. The Guarantee will
contain a gross up provision in respect of imposition of Greek withholding
taxes. Each gross up provision will be subject to customary exceptions.
Under the gross up provisions, subject to customary exceptions, the Issuer,
or the Bank pursuant to the Guarantee, will pay to each Holder of the
Preferred Securities such additional amounts (``Additional Amounts'') as
may be necessary in order that every net payment in respect of the
Preferred Securities, after withholding for any taxes imposed by Jersey or
Greece, as the case may be, upon or as a result of such payment, will not
be less than the amount otherwise required to be paid.
The obligations of the Issuer and the Bank to pay any such Additional
Amounts will be subject to limitations described in ``Limitation on
Payments'' above.
Optional Redemption:
Subject to the Law, the Preferred Securities are redeemable at the option of
the Issuer, in whole but not in part, on the First Call Date and on any
Preferred Dividend Payment Date falling thereafter, at the Redemption
Price (as defined on page 17).
Such optional redemption will be subject to the prior consent of the Bank
and the Bank of Greece.
8


Capital Disqualification
Redemption:
If, at any time falling prior to but excluding the First Call Date, a Capital
Disqualification Event has occurred and is continuing, the Preferred
Securities may be redeemed, in whole but not in part, at the Redemption
Price at the option of the Issuer on the next Preferred Dividend Payment
Date, upon not less than 30 or more than 60 days' notice to the Holders of
the Preferred Securities.
Any such redemption will be subject to the prior consent of the Bank and
the Bank of Greece.
Redemption for Tax Reasons:
If, at any time falling prior to but excluding the First Call Date, as a result
of a change in the laws or regulations of Jersey or Greece, the Issuer or the
Bank is or would be required to pay Additional Amounts in respect of
payments due on the Preferred Securities or under the Guarantee, then,
subject to the Law, the Preferred Securities will be redeemable at the
Redemption Price at the option of the Issuer, in whole but not in part, on
the next Preferred Dividend Payment Date, upon not less than 30 or more
than 60 days' notice to the Holders of the Preferred Securities.
If, at any time falling prior to but excluding the First Call Date, as a result
of a change in the laws and regulations of Jersey or Greece, the Issuer or
the Bank, in relation to the Preferred Securities, the Guarantee and any
associated transactions (including, but not limited to, any loan from the
Issuer to the Bank or any other Subsidiary of the Bank), is or would be
required to pay more than a de minimis amount of (i) Jersey Tax (other
than in respect of Jersey source income) or (ii) Greek Tax, then the
Preferred Securities will be redeemable, at the Redemption Price at the
option of the Issuer, in whole but not in part, on the next Preferred
Dividend Payment Date, upon not less than 30 or more than 60 days'
notice to the Holders of the Preferred Securities.
Any redemption for tax reasons will be subject to the prior consent of the
Bank and the Bank of Greece.
Rights upon Liquidation:
In the event of any winding-up, liquidation or dissolution of the Issuer,
Holders of Preferred Securities will be entitled to receive the Liquidation
Distribution per Preferred Security held out of assets available for
distribution to shareholders.
Notwithstanding the availability of sufficient assets of the Issuer to pay any
Liquidation Distribution, if, at the time such Liquidation Distribution is to
be paid, proceedings are pending or have been commenced for the
liquidation, dissolution or winding-up of the Bank, the Liquidation
Distribution per Preferred Security paid to Holders of Preferred Securities
and the liquidation distribution paid to the holders of Liquidation Parity
Obligations shall not exceed the amount that would have been paid as the
liquidation distribution from the assets of the Bank had the Preferred
Securities and Liquidation Parity Obligations been issued by the Bank and
ranked (i) junior to all liabilities of the Bank (other than any liability
expressed to rank pari passu with or junior to the Guarantee), (ii) pari
passu with the Liquidation Parity Obligations and (iii) senior to all Junior
Obligations.
In the event of liquidation, dissolution or winding-up of the Bank, the
Directors of the Issuer shall convene an extraordinary general meeting of
the Issuer for the purpose of placing the Issuer in winding-up, and the
amount to which Holders of Preferred Securities shall be entitled as a
Liquidation Distribution will be as described above.
The Bank has undertaken in the Guarantee that, for so long as any of the
Preferred Securities is outstanding, it will not permit, or take any action to
cause, the liquidation, dissolution or winding-up of the Issuer unless the
9


Bank of Greece has given its prior approval or the Bank itself is in
liquidation.
Voting Rights:
Generally Holders of the Preferred Securities will not be entitled to vote at
any general meeting of shareholders of the Issuer.
Holders of the Preferred Securities (together with the holders of any other
preferred securities or preference shares of the Issuer having the right to
vote for the election of Directors in such event) are entitled to elect two
additional Directors of the Issuer's Board of Directors if, in respect of two
consecutive Preferred Dividend Periods, Preferred Dividends on the
Preferred Securities have not been paid in full, or if the Bank breaches its
payment obligations under the Guarantee. Such Directors will vacate their
office if Preferred Dividends are resumed by the Issuer, or payments by the
Bank in respect thereof are made in full for two consecutive Preferred
Dividend Payment Dates.
Form of the Preferred
Securities:
The Preferred Securities will be represented on issue by the Global
Certificate, which will be registered in the name of Citivic Nominees
Limited as nominee for, and will be deposited with, a common depositary
for Euroclear and Clearstream, Luxembourg.
Governing Law:
The Preferred Securities will be governed by, and construed in accordance
with, Jersey law.
The Guarantee of the Bank will be governed by, and construed in
accordance with, English law, save that paragraphs 3, and 9(b) will be
governed by, and construed in accordance with, Greek law.
Use of Proceeds:
The net proceeds from the issue of the Preferred Securities will be used by
the Bank and/or its consolidated Subsidiaries for general banking purposes.
Listing:
Application has been made to list the Preferred Securities on Euronext
Amsterdam and on the Luxembourg Stock Exchange.
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