Obligation EurBank SA 4.502% ( XS1900633212 ) en EUR

EurBank SA

100 % ⇌

Grece

XS1900633212 ( en EUR )

4.502% par an ( paiement annuel )

20/11/2025 - Obligation échue

Prospectus brochure de l'obligation Eurobank S.A XS1900633212 en EUR 4.502%, échue

100 000 EUR

650 000 000 EUR

Eurobank Ergasias S.A. est une banque systémique grecque offrant une large gamme de services bancaires de détail, commerciaux et d'investissement.

L'Obligation émise par EurBank SA ( Grece ) , en EUR, avec le code ISIN XS1900633212, paye un coupon de 4.502% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/11/2025

BASE PROSPECTUS

EUROBANK ERGASIAS S.A.
(incorporated with limited liability in the Hellenic Republic with registration number 000223001000)

5 billion Global Covered Bond Programme III
Under this 5 billion global covered bond programme (the Programme), Eurobank Ergasias S.A. (the Issuer) may from time to time issue bonds
(the Covered Bonds) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below).

Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Act 2005) to approve this document as a base
prospectus (the Base Prospectus). By approving this base prospectus, the CSSF does not give any undertaking as to the economic and financial
soundness of the operation 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 Covered Bonds 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. This document comprises 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) but is not a base
prospectus for the purposes of Section 12(a)(2) or any other provision of or rule under the Securities Act.

References in this Base Prospectus to Covered Bonds being listed and all related references shall mean that such Covered Bonds have been admitted
to trading on the Luxembourg Stock Exchange's regulated market and are intended to be listed on the Official List of the Luxembourg Stock
Exchange's regulated market for the purposes of Directive 2014/65/EU (as amended, MiFID II).

The Programme also permits Covered Bonds to be issued on the basis that they will 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 Covered Bonds from time to time outstanding under the Programme will not exceed 5 billion (or its
equivalent in other currencies calculated as described herein). The payment of all amounts due in respect of the Covered Bonds will constitute direct
and unconditional obligations of the Issuer, having recourse to assets forming part of the cover pool (the Cover Pool).

The Covered Bonds 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 Covered Bonds 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 Covered Bonds subscribed
by one Dealer, be to such Dealer.

The price and amount of Covered Bonds to be issued under the Programme will be determined by the Issuer and each relevant Dealer at the time of
issue in accordance with prevailing market conditions. Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect
of Covered Bonds, the issue price of Covered Bonds and any other terms and conditions not contained herein which are applicable to each Series or
Tranche (as defined under "Terms and Conditions of the Covered Bonds") of Covered Bonds will be set out in a separate document specific to that
Series or Tranche called the final terms (each, a Final Terms) which, with respect to Covered Bonds 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, will be delivered to the Luxembourg
Stock Exchange on or before the date of issue of such Series or Tranche of Covered Bonds.

The rating of certain Series of Covered Bonds to be issued under the Programme may be specified in the applicable Final Terms as assigned by S&P
Global Ratings, a division of S&P Global (S&P) (or such other ratings that may be agreed by the Rating Agencies from time to time). 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, 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. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating
organisation.

Amounts payable under the Covered Bonds may be calculated by reference to one of LIBOR and EURIBOR as specified in the relevant Final Terms.
As at the date of this offering circular, the administrator of LIBOR is included in the European Securities and Markets Authority's (ESMA) register
and the administrator of EURIBOR is not included in the ESMA's register of administrators under Article 36 of the Regulation (EU) No. 2016/1011
(the Benchmarks Regulation). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that
European Money Markets Institute are not currently required to obtain authorisation/registration (or, if located outside the European Union,
recognition, endorsement or equivalence).

Investing in Covered Bonds issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to
fulfil its obligations in respect of the Covered Bonds are discussed under "Risk Factors" below.

Arranger and Dealer
Barclays
Dealer
Eurobank
The date of this Base Prospectus is 15 October 2018

The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms
and for each Tranche of the Covered Bonds issued under the Programme and declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the
best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
Copies of each Final Terms (in the case of Covered Bonds to be admitted to trading on the regulated market
of the Luxembourg Stock Exchange) and the Base Prospectus will be available free of charge from the
registered office of the Issuer and from the specified office of the Paying Agents for the time being in
London or in Luxembourg at the office of the Luxembourg Listing Agent.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see the section entitled Documents Incorporated by Reference below). This Base
Prospectus shall be read and construed on the basis that such documents are so incorporated and form part of
this Base Prospectus.
Each Series (as defined herein) of Covered Bonds may be issued without the prior consent of the holders of
any outstanding Covered Bonds (the Covered Bondholders) subject to the terms and conditions set out
herein under "Terms and Conditions of the Covered Bonds" (the Conditions) as completed by the Final
Terms. This Base Prospectus must be read and construed together with any supplements hereto and with any
information incorporated by reference herein and, in relation to any Series of Covered Bonds which is the
subject of Final Terms, must be read and construed together with the relevant Final Terms. All Covered
Bonds will rank pari passu and rateably without any preference or priority among themselves, irrespective of
their Series, except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.
The Issuer confirmed to the Dealer(s) 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
Covered Bonds) 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 and the offering and sale of the Covered Bonds) not misleading in any material
respect; and that all proper enquiries 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 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 or any
Dealer or any Arranger.
Neither the Dealer(s) nor any Arranger nor any of their respective affiliates have authorised or separately
verified the whole or any part of this Base Prospectus and none of them makes any representation,
recommendation or warranty (express or implied) or accepts any responsibility or liability as to the accuracy,
adequacy, reasonableness or completeness of the information contained in this Base Prospectus or any
document or agreement relating to the Covered Bonds or any Transaction Document. None of the Arrangers
or the Dealers shall be responsible for any matter which is the subject of, any statement, representation,
warranty or covenant of the Issuer contained in the Covered Bonds or any Transaction Documents, or any
other agreement or document relating to the Covered Bonds or their distribution or any Transaction
Document. Neither the Arrangers nor the Dealers shall be responsible for the execution, legality,
effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence thereof. Neither
the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Covered
Bond 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 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.

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The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Covered Bonds 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 Arranger and any Dealer to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of Covered Bonds and on the distribution of this Base Prospectus or any Final Terms and
other offering material relating to the Covered Bonds, see "Subscription and Sale". In particular, Covered
Bonds have not been and will not be registered under the United States Securities Act of 1933 (as amended)
(the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, Covered
Bonds may not be offered, sold or delivered within the United States or to U.S. persons. Covered Bonds
may be offered and sold outside the United States in reliance on Regulation S under the Securities Act
(Regulation S).
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Covered Bonds
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Covered Bonds are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the Insurance
Mediation Directive), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as
amended, the Prospectus Directive). Consequently no key information document required by Regulation
(EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Covered Bonds or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET  The Final Terms in respect of any
Covered Bonds will include a legend entitled "MiFID II product governance" which will outline the target
market assessment in respect of the Covered Bonds and which channels for distribution of the Covered
Bonds are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Covered Bonds
(by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, but
otherwise neither the Arranger nor the Dealer(s) nor any of their respective affiliates will be a manufacturer
for the purpose of the MiFID Product Governance Rules.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Covered Bonds and should not be considered as a recommendation by the Issuer, the Arranger,
the Dealer(s) or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe
for or purchase any Covered Bonds. 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.
Each investor contemplating investing in any Covered Bond should: (i) determine for itself the relevance of
the information contained in (including incorporated by reference into) this Base Prospectus, (ii) make its
own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and such Covered Bonds and (iii) make its own determination of the
suitability of any such investment in light of its own circumstances, with particular reference to its own
investment objectives and experience, and any other factors that are relevant to it in connection with such
investment, in each case, based upon such investigation as it deems necessary.
The maximum aggregate principal amount of Covered Bonds outstanding at any time under the Programme
will not exceed 5 billion (and for this purpose, the principal amount outstanding of any Covered Bonds
denominated in another currency shall be converted into euro at the date of the agreement to issue such

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Covered Bonds (calculated in accordance with the provisions of the Programme Agreement)). The
maximum aggregate principal amount of Covered Bonds which may be outstanding 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 , EUR or euro are to the currency introduced
at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing
the European Community (as amended) and references to Swiss francs or CHF are to the lawful currency
for the time being of Switzerland.
In this Base Prospectus, all references to Greece or to the Greek State are to the Hellenic Republic.
This Base Prospectus has been prepared on the basis that any offer of Covered Bonds in any Member State
of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (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
Covered Bonds. Accordingly, any person making or intending to make an offer to the public of Covered
Bonds in that Relevant Member State, may only do so in circumstances in which no obligation arises for the
Issuer, the Arranger 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 to the public. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making
of any offer of Covered Bonds in circumstances in which an obligation arises for the Issuer or any Dealer to
publish or supplement a prospectus for such offer to the public.
In connection with the issue of any Series of Covered Bonds, 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 Covered Bonds or effect transactions with a view to supporting
the market price of the Covered Bonds at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the relevant Series of Covered
Bonds is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche of Covered Bonds and 60 days after the date of the
allotment of the relevant Tranche of Covered Bonds. 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.

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TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................ 6
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 58
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 81
TERMS AND CONDITIONS OF THE COVERED BONDS ........................................................................ 85
FORMS OF THE COVERED BONDS ......................................................................................................... 126
FORM OF FINAL TERMS ........................................................................................................................... 130
INSOLVENCY OF THE ISSUER ................................................................................................................. 143
USE OF PROCEEDS ..................................................................................................................................... 144
OVERVIEW OF THE GREEK COVERED BOND LEGISLATION .......................................................... 145
EUROBANK ERGASIAS S.A. ..................................................................................................................... 149
REGULATION AND SUPERVISION OF BANKS IN THE HELLENIC REPUBLIC .............................. 179
THE MORTGAGE AND HOUSING MARKET IN GREECE .................................................................... 243
DESCRIPTION OF THE TRANSACTION DOCUMENTS ........................................................................ 250
TAXATION ................................................................................................................................................... 277
SUBSCRIPTION AND SALE ....................................................................................................................... 281
GENERAL INFORMATION ........................................................................................................................ 285
INDEX ........................................................................................................................................................... 288

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RISK FACTORS
In purchasing Covered Bonds, investors assume the risk that the Issuer may become insolvent or
otherwise be unable to make all payments due in respect of the Covered Bonds. There is a wide range
of factors which individually or together could result in the Issuer becoming unable to make all
payments due in respect of the Covered Bonds. It is not possible to identify all such factors or to
determine which factors are most likely to occur, as the Issuer may not be aware of all relevant
factors and certain factors which it currently deems not to be material may become material as a
result of the occurrence of events outside the Issuer's control. The Issuer has identified in this Base
Prospectus a number of factors which could materially adversely affect its business and ability to
make payments due under the Covered Bonds.
The Issuer believes that the risks described below are the material risks inherent in the transaction for
Covered Bondholders, but the Issuer does not represent that the statements below regarding the risks
relating to the Covered Bonds are exhaustive. Additional risks or uncertainties not presently known
to the Issuer or that the Issuer currently considers immaterial may also have an adverse effect on the
Issuer's ability to pay interest, principal or other amounts in respect of the Covered Bonds.
Prospective Covered Bondholders should read the detailed information set out in this document and
reach their own views, together with their own professional advisers, prior to making any investment
decision.
In addition, factors which are material for the purpose of assessing the market risks associated with
Covered Bonds 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 an investment decision. Words and
expressions defined in the "Terms and Conditions of the Covered Bonds" below or elsewhere in this
Base Prospectus have the same meanings in this section. Investing in the Covered Bonds involves
certain risks. Prospective investors should consider, among other things, the following.
Factors that may affect the Issuer's ability to fulfil its obligations under Covered Bonds issued
under the Programme
The Covered Bonds will be obligations of the Issuer only
The Covered Bonds will be solely obligations of the Issuer and will not be obligations of or
guaranteed by the Trustee, the Asset Monitor, the Account Bank, the Agents, the Hedging
Counterparties, the Arranger, the Dealer(s) or the Listing Agent (as defined below). No liability
whatsoever in respect of any failure by the Issuer to pay any amount due under the Covered Bonds
shall be accepted by any of the Arranger, the Dealer(s), the Hedging Counterparties, the Trustee, the
Agents, the Account Bank, any company in the same group of companies as such entities or any other
party to the transaction documents relating to the Programme.
Maintenance of the Cover Pool
Pursuant to the Greek Covered Bond Legislation, the Cover Pool is subject to a number of Statutory
Tests set out in the Secondary Covered Bond Legislation. Failure of the Issuer to take immediate
remedial action to cure any one of these tests will result in the Issuer not being able to issue further
Covered Bonds and any failure to satisfy the Statutory Tests may have an adverse affect on the ability
of the Issuer to meet its payment obligations in respect of the Covered Bonds.
Pursuant to the Servicing and Cash Management Deed after the occurrence of an Issuer Event the
Cover Pool is subject to an Amortisation Test. The Amortisation Test is intended to ensure that the

6

Cover Pool Assets are sufficient to meet the obligations under all Covered Bonds outstanding together
with senior expenses that rank in priority to or pari passu with amounts due on the Covered Bonds.
Failure to satisfy the Amortisation Test on any Calculation Date following an Issuer Event cause all
Series of Covered Bonds to become Pass Through Covered Bonds and the Issuer will, to the extent
funds are available to do so, pay amounts of principal in respect of the Covered Bonds on each Cover
Pool Payment Date. See "Risks in relation to Pass Through Covered Bonds" below.
Factors that may affect the realisable value of the Cover Pool or any part thereof
The realisable value of Loans and their Related Security comprised in the Cover Pool may be reduced
by:
(a)
default by borrowers (each borrower being, in respect of a Loan Asset, the individual
specified as such in the relevant mortgage terms together with each individual (if any) who
assumes from time to time an obligation to repay such Loan Asset (the Borrower)) in
payment of amounts due on their Loans;
(b)
changes to the lending criteria of the Issuer;
(c)
deteriorating asset valuations resulting from market conditions; and
(d)
possible regulatory changes by the regulatory authorities.
However, it should be noted that the Statutory Tests, the Amortisation Test and the Individual
Eligibility Criteria are intended to ensure that there will be an adequate amount of Loan Assets in the
Cover Pool to enable the Issuer to repay the Covered Bonds following service of a Notice of Default
and accordingly it is expected (but there is no assurance) that the Loan Assets could be realised for
sufficient value to enable the Issuer to meet its obligations under the Covered Bond.
Default by Borrowers in paying amounts due on their Loans
Borrowers may default on their obligations under the Loans in the Cover Pool. Defaults may occur
for a variety of reasons. The Loans are affected by credit, liquidity and interest rate risks. Various
factors influence mortgage delinquency rates, prepayment rates, repossession frequency and the
ultimate payment of interest and principal, such as changes in the national or international economic
climate, regional economic or housing conditions, changes in tax laws, interest rates, inflation, the
availability of financing, yields on alternative investments, political developments and government
policies. Other factors in Borrowers' individual, personal or financial circumstances may affect the
ability of Borrowers to repay the Loans. Loss of earnings, illness, divorce and other similar factors
may lead to an increase in delinquencies by and bankruptcies of Borrowers, and could ultimately have
an adverse impact on the ability of Borrowers to repay the Loans. In addition, the ability of a
Borrower to sell a property given as security for a Loan at a price sufficient to repay the amounts
outstanding under that Loan will depend upon a number of factors, including the availability of buyers
for that property, the value of that property and property values in general at the time.
Changes to the Lending Criteria of the Issuer
Each of the Loans originated by the Issuer will have been originated in accordance with its Lending
Criteria at the time of origination. The Lending Criteria of the Issuer also includes the Lending
Criteria applied by Proton Bank and New TT Hellenic Postbank SA (which merged with the Issuer in
November and December 2013 respectively). It is expected that the Issuer's Lending Criteria will
generally consider, inter alia, type of property, term of loan, age of applicant, the loan-to-value ratio,
status of applicant and credit history. The Issuer retains the right to revise its Lending Criteria from
time to time but would do so only to the extent that such a change would be acceptable to a

7

reasonable, prudent mortgage lender. If the Lending Criteria change in a manner that affects the
creditworthiness of the Loans, that may lead to increased defaults by Borrowers and may affect the
realisable value of the Cover Pool, or part thereof, and the ability of the Issuer to make payments
under the Covered Bonds.
Deteriorating asset valuations resulting from market conditions
A decline in the value of the real estate, securing the Loans under the Cover Pool may result from a
further deterioration of financial conditions in Greece, regional housing conditions, changes in
Property tax laws and government policies. This value may be materially different from their fair
value determined at the time of loan origination, which could adversely affect the realizable Cover
Pool Value and the Issuer's ability to meet its obligations under the Covered Bond.
However, it should be noted that prior rapid decreases in market values from the prolonged economic
recession have already been reflected in real estate re-valuations, and further decreases are expected to
follow at a much slower pace.
Additionally, the risks associated with deterioration of Market values are further mitigated, to an
extent, by the method of calculation of the aggregate Outstanding Principal Balance of all Loans in
the Cover Pool as provided in the statutory tests.
Risks relating to Pre-Approved Loans
After the conversion of loans granted from the former "New TT Hellenic Postbank S.A." into the core
Eurobank systems in April 2014, the Issuer acquired the total mortgage portfolio of the former NTT,
along with the special category "old type mortgage loans" (the Pre-Approved Loans).
This special programme of Pre-Approved Loans was offered from the former NTT with the following
main product characteristics. The mortgage loans were targeted specifically to employees (and
pensioners) of the Greek State and Companies/Institutions of the broader public sector, cooperating
with the Issuer. They were offered to employees requesting a mortgage loan (for
purchase/construction/repair of residential property), due to the stability of the source of income
(public sector employees) and the way the loan was repaid (instalments withheld directly through
monthly payroll). Thus, the key competitive advantage of this type of mortgage loan is its repayment
method (through payroll). The loan instalments are not paid directly by the Borrower, but are
requested from the Issuer by the Company/Institution in which the customer is employed. Loans no
longer operating under the above facility are serviced like any other ordinary mortgage loan (paid
directly by the debtor). Historically, pre-approved loans perform better than ordinary mortgage loans,
as each month instalments are withdrawn directly through the Borrower's payroll.
However, Borrowers are still liable to repay the full amount of the instalment due under the relevant
Loan. If the Company/Institution fails to pay the instalment or if the Borrower is no longer an
employee of the relevant Company/Institution, then the Borrower may be unable to meet payments
due under their Loan agreement. If the Borrower fails to pay the full amount under its Loan, the Issuer
may be unable to satisfy its obligations under the Covered Bonds.
Risks relating to Loans denominated in CHF
Loans that have been granted in Swiss currency are by their nature subject to currency fluctuations to
the extent that the borrowers elect to repay their debt in Euro. Pursuant to the law and the contract,
for the determination of the foreign currency's value in Euro the exchange rate in force at the time of
the actual repayment of the loan's instalments is crucial. Consequently it could not be excluded that
for the repayment of the instalments a larger or smaller amount of euro may be necessary. It is noted
that the loans are secured in rem; they are as a rule long term contracts and the borrowers' liability is

8

not limited to the mortgage value. The risks associated with CHF Loans are mitigated to an extent by
limiting the aggregate Outstanding Principal Balance of all CHF Loans in the Cover Pool to 20 per
cent of the aggregate Outstanding Principal Balance of all Loans comprising the Cover Pool.
Risks relating to Subsidised Loans
In the Hellenic Republic, subsidies are available to borrowers in respect of interest payments made
under residential mortgage loans. The availability and amount of a subsidy is determined by reference
to the financial and social circumstances of a borrower and is made available from the Greek State
and/or the Greek Workers Housing Association (OEK). In accordance with article 35 of Greek law
4144/2013, the Manpower Employment Organisation (OAED) became successor of both the OEK
and the Greek Workers Housing Organisation (OEE) and acquired every right and obligation thereof.
As of 14 February 2012, OEK and OEE ceased to exist pursuant to article 1 paragraph 6 of Greek law
4046/2012. Assets, liabilities and any kind of pending cases since the entry into force of Greek law
4144/2013 were transferred from those legal persons to OAED.
Regarding loans, in respect of which exclusively OEK made payment of the subsidised interest
amount, OAED shall continue the payments thereof (as a universal successor of OEK). The Greek
State, the OEK and any other applicable Greek State owned entity's subsidy payments will be part of
the Cover Pool in accordance with Article 152 of Greek Law 4261/2014 along with the other
receivables under the loan agreements.
The Issuer receives the subsidised component of interest due under some of the Subsidised Loans
from the OAED, the Greek State or any other applicable Greek State owned entity. OAED maintains
a savings bank account at Eurobank (the OAED Savings Account) and the Servicer will be
authorised to deduct the amount of the subsidy related to the relevant Subsidised Loan from this
account and then transfer such amounts to the Collection Accounts or, following an Issuer Event, to
the Transaction Accounts according to the terms of the Servicing and Cash Management Deed. On the
other hand, until such withdrawal from the OAED Savings Account by the Servicer, OAED remains
liable to the Issuer for the relevant subsidy. If the OAED Savings Account balance for any given
month has not been sufficiently replenished by the OAED in advance of the next month's automated
deduction of the subsidy amounts, the remaining balance owing to Eurobank and to be transferred by
the Servicer into the Collection Accounts or, following an Issuer Event, the Transaction Accounts will
be deducted once additional funds have been deposited by the OAED.
The Greek State will make payments of the subsidised interest amounts to Eurobank into an account
maintained at Eurobank (the Eurobank Bank of Greece Account) and then the Servicer shall be
authorised to transfer such amounts to the Collection Accounts or, following an Issuer Event, to the
Transaction Accounts according to the terms of the Servicing and Cash Management Deed. The
Servicer will notify the Greek State of the subsidised interest amounts that are payable by it and will
undertake to take any action necessary to ensure that the Greek State makes payment of the relevant
subsidised interest amounts.
In respect of any other subsidies provided by a Greek State owned entity, the amounts paid by way of
subsidy will be transferred by the Servicer into the Collection Accounts or, following an Issuer Event,
to the Transaction Accounts in accordance with the standard procedures applicable to such entity and
the Servicer shall notify the relevant state subsidised entity of the amount of any such subsidy due as
soon as possible.
Historically, subsidised loans perform better than non-subsidised loans, as the Greek State or the OEK
and its successor OAED (as appropriate) is required to make payments of the subsidised interest
amounts. However, Borrowers are liable to repay the full amount of interest due under the relevant
Loan. If the Greek State and/or OAED fails to pay any subsidised interest amounts then the Borrower

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may be unable to meet payments due under their Loan. If the Borrower fails to pay the full amount
under its Loan, the Issuer may be unable to satisfy its obligations under the Covered Bonds.
By virtue of article 55 of Greek Law 4305/2014 the Borrower could file a petition for the extension of
its OAED Subsidised Loans provided that at the date of such petition the amount of any due payments
that remain unpaid did not exceed the aggregate of six monthly instalments. The period set by the
abovementioned provision for the filing of such petition was within six months from the publication
of Greek Law 4305/2014 which took effect on 31 October 2014 but such period was extended until 31
December 2015 by virtue of the joint ministerial decision of the Minister of Finance, Infrastructure,
Development and Tourism and the Minister of Labour Social Security and Social Solidarity under
number 19068/819/4-5-2015 and then further extended until 31 December 2016 by virtue of the joint
ministerial decision of the Minister of Finance, Development and Tourism and the Minister of
Labour, Social Security and Social Solidarity under number 21559/732/2016. Also, ministerial
decision of the Minister of Labour, Social Security and Social Solidarity under number
52246/3173/26/1/2018 allows eligible borrowers of loans funded by own funds of OEK to restructure
such loans and specifically to restructure the amount of the loan, the repayment of capital, interest on
capital, capitalised interest, default interest and the term of the loan. Therefore, the said law, as
amended per above, may have an adverse effect on the timing of the amount of collections under the
loans granted to the Borrowers that make use of its provisions.
The OAED pays subsidised interest amounts under the relevant Subsidised Loans on a monthly basis
and up to two months in arrears and the Greek State pays subsidised interest amounts under the
relevant Subsidised Loans every six months in arrears. Accordingly, the Issuer will not receive the
portion of the interest that is subsidised by the OAED and the Greek State in respect of such
Subsidised Loan at the same time as the unsubsidised portion of interest paid by the Borrower. In
addition, a Greek State owned entity may not pay the subsidy at the same time as unsubsidised
amounts are paid by the Borrower.
Under Greek law, the Greek State and OAED will not benefit from sovereign immunity in respect of
their obligations. Investors should also note that enforcement of judgments against the Greek State or
the OAED may be subject to limitations.
Any changes in Greek law or the administrative practice of the Greek State or the OAED which affect
the timing and amount of subsidised interest payable could result in an adverse effect on the ability of
the Issuer to make payments in respect of the Covered Bonds.

Sale of Loans and their Related Security following the occurrence of an Issuer Event
Following the occurrence of an Issuer Event (but prior to the service of a Notice of Default) which is
continuing, the Servicer shall be obliged to try to sell Loans and their Related Security in the Cover
Pool in respect of the relevant Series of Pass Through Covered Bonds and Accumulation Covered
Bonds on or before the First Refinance Date and on or before each Refinance Date thereafter having
the Required Outstanding Principal Balance Amount (the Selected Loans) in accordance with the
Servicing and Cash Management Deed, subject to the rights of pre-emption in favour of the Issuer to
remove the Selected Loans from the Cover Pool, in the case of the sale of Selected Loans following
an Issuer Event and prior to a breach of the Amortisation Test, provided that where the Amortisation
Test was met immediately prior to the proposed sale, that the Amortisation Test will continue to be
met following any sale of Selected Loans or the removal of such Selected Loans from the Cover Pool
and provided further that where the Amortisation Test has been breached prior to such Selected Loans
being sold, the Servicer may sell Selected Loans where the Amortisation Test will not be satisfied
after such sale provided that the amount by which the Amortisation Test is breached is not worsened
or further reduced as a result of sale of such Selected Loans. The proceeds from any such sale will be

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