Obligation Hellenic National Bank 4.375% ( XS1063244682 ) en EUR

Hellenic National Bank

100 % ▲

Grece

XS1063244682 ( en EUR )

4.375% par an ( paiement annuel )

30/04/2019 - Obligation échue

Prospectus brochure de l'obligation National Bank of Greece XS1063244682 en EUR 4.375%, échue

100 000 EUR

750 000 000 EUR

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 de la National Bank of Greece (XS1063244682), émise en Grèce pour un montant total de 750 000 000 EUR, avec un taux d'intérêt de 4,375%, une taille minimale d'achat de 100 000 EUR et une maturité le 30/04/2019, a été intégralement remboursée à son échéance au prix de 100%.

BASE PROSPECTUS

NBG FINANCE PLC
(incorporated with limited liability in England)
Guaranteed by
NATIONAL BANK OF GREECE S.A.
(incorporated with limited liability in the Hellenic Republic)
5,000,000,000 Global Medium Term Note Programme
Pursuant to the Global Medium Term Note Programme (the Programme) NBG Finance plc (the Issuer) may from time to time issue Notes in bearer or registered form
denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).
As more fully described herein, Notes may be issued (a) on an unsubordinated basis (Unsubordinated Notes) or (b) on a subordinated basis (Subordinated Notes) having
in each case the benefit of the Unsubordinated Guarantee or Subordinated Guarantee as the case may be (all as defined in Terms and Conditions of the Notes herein).
The payment of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by National Bank of Greece S.A. (the Bank or the Guarantor,
and with its subsidiaries, the Group).
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF), in its capacity as a competent authority under the Luxembourg Act dated
10 July 2005 on prospectuses for securities (the Prospectus Act 2005) to approve this document as a base prospectus (the Base Prospectus). The CSSF assumes no
responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with
Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to
trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Base Prospectus
to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have
been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the
Markets in Financial Instruments Directive (Directive 2004/39/EC). The Programme also permits Notes to be issued on the basis that they will not be admitted to listing,
trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further
competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. The maximum aggregate nominal amount of all Notes from time to
time outstanding under the Programme will not exceed 5,000,000,000 (or its equivalent in other currencies calculated as described herein). This document constitutes a
Base Prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU to the extent that
such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any certain other terms and conditions not
contained herein as well as any information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final
terms document (the Final Terms) which, with respect to Notes to be listed on the Luxembourg Stock Exchange will be filed with the CSSF. Copies of Final Terms in
relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Neither the Notes nor the Guarantee of the Notes (as defined in the Terms and Conditions of the Notes) have been nor will be registered under the U.S. Securities Act of
1933, as amended (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S.
persons unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the
United States and any other jurisdiction. Notes are subject to certain restrictions on transfer, see "Forms of the Notes and Transfer Restrictions relating to U.S. Sales" and
"Subscription and Sale".
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme" and any additional Dealer appointed
under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a Dealer and together the Dealers). References in
this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to the lead manager of
such issue and, in relation to an issue of Notes subscribed by one Dealer, be to such Dealer.
Notes of each Tranche will initially be represented by either a Temporary Global Note, a Permanent Global Note, an Unrestricted Global Note and/or a Restricted Global
Note (each as defined below), in each case as indicated in the applicable Final Terms (as defined herein). Temporary Global Notes and Permanent Global Notes may also
be issued in new global note form. See "Forms of the Notes and Transfer Restrictions Relating to U.S. Sales" Form of the Notes below.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the Bank to fulfil their
respective obligations in respect of the Notes are discussed under "Risk Factors" below.
The Issuer has not been rated. The Bank has been rated B- for long-term debt and B for short-term debt by Fitch Ratings Limited (Fitch), Caa1 for long-term debt and NP
for short-term debt by Moody's Investors Service Cyprus Limited (Moody's) and CCC for long-term debt and C for short-term debt by Standard & Poor's Credit Market
Services Europe Limited (S&P). The Programme has been rated CCC for long-term senior unsecured debt and B for short-term senior unsecured debt by Fitch, (P)Caa1
for senior unsecured debt and (P)Caa3 for subordinated debt by Moody's and CCC for senior unsecured long-term debt, C for senior unsecured short-term debt and CC for
dated subordinated debt by S&P. Each of Fitch, Moody's and S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as
amended) (the CRA Regulation). As such each of Fitch, Moody's and S&P is included in the list of credit rating agencies published by the European Securities and
Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the
Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the
Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A security rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Arranger
BofA Merrill Lynch
Dealers
Barclays
BofA Merrill Lynch
BNP PARIBAS
Citigroup
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
Morgan Stanley
UniCredit Bank
The date of this Base Prospectus is 13 February 2014.

0033661-0000327 ML:5408026.38

Each of the Issuer and the Bank accepts responsibility for the information contained in this Base Prospectus
and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge
of the Issuer and the Bank (each having taken all reasonable care to ensure that such is the case), the
information contained in this Base Prospectus is in accordance with the facts and contains no omission likely
to affect its import.
The Issuer and the Bank have confirmed to the Dealers named under "General Information" below that this
Base Prospectus contains all information which is (in the context of the Programme, the issue, offering and
sale of the Notes and the Guarantee of the Notes) material; that such information is true and accurate in all
material respects and is not misleading in any material respect; that any opinions, predictions or intentions
expressed herein are honestly held or made and are not misleading in any material respect; that this Base
Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions
or intentions (in the context of the Programme, the issue, offering and sale of the Notes and the Guarantee of
the Notes) not misleading in any material respect; and that all proper inquiries have been made to verify the
foregoing.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer or the Bank or such other information as is in the public domain and, if
given or made, such information or representation should not be relied upon as having been authorised by the
Issuer, the Bank or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this
Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Base Prospectus is true
subsequent to the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the prospects or financial or trading position of the Issuer or the Bank since the date
thereof or, if later, the date upon which this Base Prospectus has been most recently supplemented, or that
any other information supplied in connection with the Programme is correct at any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes
in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any
Final Terms comes are required by the Issuer, the Bank and each of the Dealers to inform themselves about
and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of this Base Prospectus or any Final Terms and other offering material relating
to the Notes, see "Subscription and Sale". In particular, neither the Notes nor the Guarantee of the Notes
have been nor will be registered under the Securities Act and the Notes may include Bearer Notes that are
subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. persons. Notes may be offered
and sold outside the United States in reliance on Regulation S under the Securities Act (Regulation S) and,
in the case of Registered Notes, in the United States to qualified institutional buyers (as defined in Rule
144A under the Securities Act (Rule 144A), each a QIB) in reliance on Rule 144A or another applicable
exemption from registration under the Securities Act. In addition, prospective purchasers of Notes are
hereby notified that a seller of Notes may be relying on the exemption from the registration requirements of
Section 5 of the Securities Act provided by Rule 144A.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Bank, the Dealers
or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase

0033661-0000327 ML:5408026.38
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any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Bank.
Neither the Notes nor the Guarantee of the Notes have been approved or disapproved by the United
States Securities and Exchange Commission or any other securities commission or other regulatory
authority in the United States, nor have the foregoing authorities approved this Base Prospectus or
confirmed the accuracy or determined the adequacy of the information contained in this Base
Prospectus. Any representation to the contrary is unlawful.
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the
Programme will not exceed 5,000,000,000 (and for this purpose, any Notes denominated in another
currency shall be translated into euro at the date of the agreement to issue such Notes (calculated in
accordance with the provisions of the Programme Agreement)). The maximum aggregate principal amount
of Notes which may be outstanding and guaranteed at any one time under the Programme may be increased
from time to time, subject to compliance with the relevant provisions of the Programme Agreement as
defined under "Subscription and Sale".
In this Base Prospectus, unless otherwise specified, references to a Member State are references to a
Member State of the European Economic Area, references to U.S.$, U.S. dollars or dollars are to United
States dollars, references to , EUR or euro are to the single currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European
Union, as amended and references to TL or Turkish Lira are to the lawful currency for the time being of the
Republic of Turkey.
In this Base Prospectus, all references to Greece or to the Greek State are to the Hellenic Republic.
This Base Prospectus contains references to certain measures which are not defined by the International
Financial Reporting Standards (IFRS), namely "adjusted loans", "net interest margin", "cost of risk", "return
on average equity", "total capital ratio", "liquidity ratio", "Net Stable Funding Ratio", "Loan to Deposit
ratio", and accordingly, should not be considered as an alternative to other measures derived in accordance
with IFRS.
The Group defines as "adjusted loans" or "adjusted loans and advances to customers", loans and advances to
customers originated by the Group as distinguished from those acquired from the Hellenic Republic.
Adjusted loans amount to 70,779.2 million, 70,509.0 million and 72,432.4 million as at 30 September
2013, 31 December 2012 and 31 December 2011 respectively.
The Group defines "net interest margin" as net interest income divided by the average of interest earning
assets (the average of interest earning assets at the end of the current year and the end of the previous year
and all quarter ends in between). For the nine-month period ended 30 September 2013 net interest margin
equals annualised net interest income divided by the average of interest earning assets for the period (the
average of interestearning assets at the end of the previous period and at the end of the relevant nine-month
period and at the end of the interim quarter).
The Group defines "cost of risk" as impairment charges for credit losses for the period divided by average of
net adjusted loans (the average of net adjusted loans at the end of the previous year and the end of the
respective year). For the nine-month period ended 30 September 2013 cost of risk equals annualised
impairment charges for credit losses for the period divided by average of net adjusted loans (average of net
adjusted loans at the end of the previous year and the total assets at the end of the relevant nine-month
period).
The Group defines "return on average equity" as return on average assets equals profit for the period divided
by average of total assets (the average of total assets at the end of the previous year and the end of the
respective year). For the nine-month period ended 30 September 2013 return on average assets equals

0033661-0000327 ML:5408026.38
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annualised profit for the period divided by average of total assets for the period (average of total assets at the
end of the previous year and the total assets at the end of the relevant nine-month period).
The Group defines "total capital ratio" as total capital (Tier I and Tier II) divided by total Risk Weighted
Assets (Total Capital and Risk Weighted Assets as defined by the Bank of Greece). The pro-forma ratio as at
31 December 2012 includes the amount of 9,756.0 million contributed by HFSF to the Bank as an advance
for participation in the Bank's future share capital increase within the context of the recapitalization of Greek
banks following the PSI which comprise a) an amount of 7,430.0 million relates to the EFSF bonds
contributed on 28 May 2012 and b) an amount of 2,326.0 million which relates to the EFSF bonds
contributed on 21 December 2012. The pro-forma ratio as at 30 September 2013 includes a number of
completed actions including a liability management exercise, deleveraging and de-risking and the buy-back
of US preference shares.
The Group defines "liquidity ratio" as cash, amounts due from credit institutions maturing within 30 days
and liquid securities adjusted for covered bond issues divided by liabilities maturing within 12 months
including 80% of the aggregate balance of sight, current and savings deposit accounts (as defined by the
Bank of Greece).
The Group defines "Net Stable Funding Ratio" (NSFR) as available stable funds divided by required stable
funds. The NSFR measures the amount of longer-term, stable sources of funding employed by the Group
relative to the liquidity profiles of the assets funded and the potential for contingent calls on funding liquidity
arising from off-balance sheet commitments and obligations. The NSFR requires a minimum amount of
funds estimated to be stable beyond a one year horizon based on liquidity risk ratios for assets and off-
balance sheet items exposed to liquidity risk.
The Group defines "Loan to Deposit ratio" as adjusted loans less allowance for impairment on loans and
advances to customers less covered bond balances held by third parties divided by amounts due to customers.
The carrying amount of covered bonds held by third parties as at 30 September 2013, 31 December 2012 and
31 December 2011 were 716.7 million, 600.1 million and 1,059.3 million respectively.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a denomination
of less than 100,000 (or its equivalent in any other currency) only in circumstances where there is an
exemption from the obligation under the Prospectus Directive to publish a prospectus. As a result, any offer
of Notes in any Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a Relevant Member State) must be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for
offers of Notes. Accordingly any person making or intending to make an offer of Notes in that Relevant
Member State may only do so in circumstances in which no obligation arises for the Issuer, the Bank or any
Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer,
the Bank nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer, the Bank or any Dealer to publish or supplement a
prospectus for such offer.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:

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(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have
on its overall investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes where the currency for principal or interest payments is different
from the potential investor's currency;
(d)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
(e)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent (a) Notes
are legal investments for it, (b) Notes can be used as collateral for various types of borrowing and (c) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of thirty (30) days after the issue date of the
relevant Tranche of Notes and sixty (60) days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation or over-allotment must be conducted by the relevant Stabilising Manager(s)
(or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws
and rules.
To permit compliance with Rule 144A under the Securities Act in connection with the resale of Notes that
are "Restricted Securities" (as defined in Rule 144(a)(3) under the Securities Act), each of the Issuer and the
Guarantor will furnish, upon the request of a holder of such Notes or of a beneficial owner of an interest
therein, to such holder or beneficial owner or to a prospective purchaser designated by such holder or
beneficial owner, the information required to be delivered under Rule 144A(d)(4) under the Securities Act
and will otherwise comply with the requirements of Rule 144A(d)(4) under the Securities Act, if, at the time
of such request, any of the relevant Notes are "restricted securities" within the meaning of Rule 144(a)(3) of
the Securities Act and the Issuer or the Guarantor is not a reporting company under Section 13 or Section
15(d) of the United States Securities Exchange Act of 1934, as amended (the Exchange Act), or exempt
from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED

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v

STATUTES WITH THE STATE OF NEW HAMPSHIRE OR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE
OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
U.S. INFORMATION
This Base Prospectus may be submitted on a confidential basis in the United States to a limited number of
QIBs for informational use solely in connection with the consideration of the purchase of certain Notes
issued under the Programme. Its use for any other purpose in the United States is not authorised. It may not
be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed to
anyone other than the prospective investors to whom it is originally submitted.
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the
U.S. Internal Revenue Code of 1986 and the regulations promulgated thereunder.
Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt from
registration under the Securities Act in reliance on Rule 144A or any other applicable exemption. Each U.S.
purchaser of Registered Notes is hereby notified that the offer and sale of any Registered Notes to it may be
being made in reliance upon the exemption from the registration requirements of Section 5 of the Securities
Act provided by Rule 144A.
Each purchaser or holder of Notes represented by a Restricted Global Note or any Notes issued in registered
form in exchange or substitution therefor (together Legended Notes) will be deemed, by its acceptance or
purchase of any such Legended Notes, to have made certain representations and agreements intended to
restrict the resale or other transfer of such Notes as set out in "Forms of the Notes and Transfer Restrictions
Relating to U.S. Sales". Unless otherwise stated, terms used in this paragraph have the meanings given to
them in "Form of the Notes".
CIRCULAR 230 DISCLOSURE
TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE U.S. INTERNAL REVENUE
SERVICE, ANY TAX DISCUSSION HEREIN WAS NOT WRITTEN AND IS NOT INTENDED TO BE
USED AND CANNOT BE USED BY ANY TAXPAYER FOR PURPOSES OF AVOIDING U.S.
FEDERAL INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. ANY SUCH
TAX DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE
NOTES DESCRIBED HEREIN. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE
TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a corporation organised under the laws of England. All of the officers and directors named
herein reside outside the United States and all or a substantial portion of the assets of the Issuer and of such
officers and directors are located outside the United States. As a result, it may not be possible for investors
to effect service of process outside England upon the Issuer or such persons, or to enforce judgments against

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them obtained in courts outside England predicated upon civil liabilities of the Issuer or such directors and
officers under laws other than England, including any judgment predicated upon United States federal
securities laws.
The Guarantor is incorporated under the laws of the Hellenic Republic. All of the officers and directors
named herein reside outside the United States and all or a substantial portion of the assets of the Guarantor
and of such officers and directors are located outside the United States. As a result, it may not be possible
for investors to effect service of process outside the Hellenic Republic upon the Guarantor or such persons,
or to enforce judgments against them obtained in courts outside the Hellenic Republic predicated upon civil
liabilities of the Guarantor or such directors and officers under laws other than the Hellenic Republic,
including any judgment predicated upon United States federal securities laws.
FORWARD-LOOKING STATEMENTS
This Base Prospectus includes forward-looking statements. Such statements in this Base Prospectus include,
but are not limited to, statements made under "Risk Factors", "The Business of the Group" and "Regulation
and Supervision of Banks in Greece". Such statements can be generally identified by the use of terms such
as "believes", "expects", "may", "will", "should", "would", "could", "plans", "anticipates" and comparable
terms, including the negatives of such terms. By their nature, forward-looking statements involve risk and
uncertainty, and the factors described in the context of such forward-looking statements in this Base
Prospectus could cause actual results and developments to differ materially from those expressed in or
implied by such forward-looking statements. The Issuer and the Bank have based these forward-looking
statements on their management's current expectations and projections about future events. These
forward-looking statements are subject to risks, uncertainties and assumptions about the Group, including,
among other things:

uncertainty resulting from the Hellenic Republic's economic crisis;

prospective changes in regulation in the Hellenic Republic and other jurisdictions in which the
Group operates;

recessionary pressures in the Hellenic Republic;

the Bank's need for additional capital and liquidity, most notably from increased asset impairment,
as well as a significant deterioration in asset quality;

the severe restriction in the Bank's ability to obtain funding in the capital markets and its heavy
dependence on Eurosystem funding;

the ability of the Hellenic Republic and state-related entities to exercise an important influence on
the Bank in specific areas of the Bank's operations;

deterioration in macroeconomic conditions, such as the lack of liquidity in the global financial and
other assets markets and the lack of availability and rising cost of credit;

the financial stability of other financial institutions and the Bank's counterparties and borrowers;

macroeconomic and political risks in Turkey and the other South East Europe (SEE) countries in
which the Group operates; and

other factors described under "Risk Factors".
The Bank undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions,

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the forward-looking events discussed in this Base Prospectus might not occur. Any statements regarding
past trends or activities should not be taken as a representation that such trends or activities will continue in
the future. Investors are cautioned not to place undue reliance on such forward-looking statements, which
are based on facts known only as at the date of this Base Prospectus.

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TABLE OF CONTENTS
Clause
Page
Risk Factors ........................................................................................................................................................ 1
General Description of the Programme ............................................................................................................ 37
Documents Incorporated by Reference ............................................................................................................ 43
Terms and Conditions of the Notes .................................................................................................................. 45
Forms of the Notes and Transfer Restrictions Relating to U.S. Sales .............................................................. 81
Form of Final Terms ......................................................................................................................................... 93
The Macroeconomic Environment In Greece: The Hellenic Republic's Economic Crisis ............................ 104
NBG Finance Plc ............................................................................................................................................ 116
The Business of the Group ............................................................................................................................. 118
Risk Management ........................................................................................................................................... 157
Loans and Financing ....................................................................................................................................... 175
Management and Employees .......................................................................................................................... 179
Regulation and Supervision of Banks in Greece ............................................................................................ 209
Taxation .......................................................................................................................................................... 243
Subscription and Sale ..................................................................................................................................... 251
General Information ....................................................................................................................................... 254

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BASE PROSPECTUS

RISK FACTORS
In purchasing Notes, investors assume the risk that the Issuer and the Bank may become insolvent or
otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors
which individually or together could result in the Issuer and the Bank becoming unable to make all payments
due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are
most likely to occur, as the Issuer and the Bank may not be aware of all relevant factors and certain factors
which they currently deem not to be material may become material as a result of the occurrence of events
outside the Issuer's and the Bank's control. The Issuer and the Bank have identified in this Base Prospectus
a number of factors which could materially adversely affect their businesses and ability to make payments
due under the Notes.
In addition, factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme are also described below.
Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus
and reach their own views prior to making any investment decision.
FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER NOTES ISSUED UNDER THE PROGRAMME AND THE BANK'S ABILITY TO FULFIL
ITS OBLIGATIONS UNDER THE GUARANTEE
The Notes and the Guarantee of the Notes (as applicable) will constitute unsecured obligations of the Issuer
and the Bank (as applicable), respectively. A purchaser of Notes relies on the creditworthiness of the Issuer
and the Bank (as applicable) and no other person. Investment in the Notes involves the risk that subsequent
changes in actual or perceived creditworthiness of the Issuer and the Bank (as applicable) may adversely
affect the market value of the Notes.
The Issuer is not an operating company and relies, in part, upon other members of the Group for its
financing.
The Issuer is not an operating company. The Issuer's financial condition depends upon the results of its
financing and investment activities, as well as upon the receipt of funds provided by other members of the
Group. The ability of the Issuer to meet its obligations to make payments in relation to the Notes will
depend, in part, upon the receipt by it of funds provided by other members of the Group. No assurance can
be given that the Issuer will be successful in its financing and investment activities or that it will receive
adequate funding to maintain its financial condition. These factors could materially and adversely affect the
Issuer's ability to make payments on the Notes.
Risks Relating to the Hellenic Republic's Economic Crisis
The Greek economy has faced and continues to face substantial macroeconomic pressures. Such pressures
derive from the impact of an extremely deep recession on private sector finances and the remaining fiscal
effort needed to achieve sustainable primary surpluses in government budget in the following years.
Moreover potential delays in Eurozone decisions (to ensure Greek public debt sustainability and sufficient
near-to-medium term financing for the country), compounded by other deep-rooted structural vulnerabilities
of the economy, could slow or derail the economic recovery, undermining the considerable fiscal adjustment
and fuel a new round of uncertainty. More specifically:

Despite the successful completion of the debt buy-back programme in December 2012 (the Hellenic
Programme), which replaced the original programme of 110 billion agreed in May 2010 (the
Original Hellenic Programme), progress in fiscal deficit reduction and the adjustment in the labour
market and external balance, the Greek economy continues to face substantial macroeconomic

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