Bond Hellenic National Bank 8.25% ( XS2028846363 ) in EUR

Hellenic National Bank

97.617 % ▼

Greece

XS2028846363 ( in EUR )

8.25% per year ( payment 1 time a year)

17/07/2029

Prospectus brochure of the bond National Bank of Greece XS2028846363 en EUR 8.25%, maturity 17/07/2029

18/07/2026 ( In 120 days )

The National Bank of Greece (NBG) is a major Greek systemic bank offering a wide range of financial services to individuals and businesses both domestically and internationally.

The Bond issued by Hellenic National Bank ( Greece ) , in EUR, with the ISIN code XS2028846363, pays a coupon of 8.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 17/07/2029

BASE PROSPECTUS

NATIONAL BANK OF GREECE S.A.
(incorporated with limited liability in the Hellenic Republic)
NBG FINANCE PLC
(incorporated with limited liability in England)

5,000,000,000 Global Medium Term Note Programme
Unconditionally and irrevocably guaranteed in respect of Notes issued by NBG Finance plc, by
National Bank of Greece S.A.
(incorporated with limited liability in the Hellenic Republic)
Pursuant to the Global Medium Term Note Programme (the Programme) National Bank of Greece S.A. (the Bank, and with its subsidiaries, the
Group) and NBG Finance plc (NBG Finance and, together with the Bank in its capacity as issuer, the Issuers and each an Issuer) may from time to
time issue Notes in bearer or registered form denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined
below).
The payment of all amounts due in respect of the Notes issued by NBG Finance (the Guaranteed Notes) will be unconditionally and irrevocably
guaranteed by National Bank of Greece S.A. (in such capacity, the Guarantor).
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). By approving this 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 NBG Finance or the Bank 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 oficial list of the Luxembourg Stock Exchange (the Official
List). 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 Oficial 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
2014/65/EU). The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading an d/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 relevant 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 in relation to each Issuer for the purposes of Article 5.4 of the Prospectus Directive.
Prospectus Directive means Directive 2003/71/EC (as amended or superseded), and includes any relevant implementing measure in a relevant
Member State of the European Economic Area.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and 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 S tock Exchange will also be
published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Neither the Notes nor, in the case of Guaranteed Notes, the Guarantee of the Notes (as defined under " 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 o ther 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"
below.
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 Deal er, 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, and Registered Notes that are held through Euroclear Bank SA/NV
(Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg) may also be held under the new safekeeping structure (NSS). See " Forms
of the Notes and Transfer Restrictions Relating to U.S. Sales" below.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may afect the abilities of NBG Finance and the
Bank to fulfil their respective obligations in respect of the Notes are discussed under " Risk Factors" below.
NBG Finance has not been rated. The Bank has been rated CCC+ for long-term debt and C for short-term debt by Fitch Ratings Limited (Fitch), B3
for long-term debt and NP for short-term debt by Moody's Investors Service Limited (Moody's) and B- for long-term debt and NP for short-term debt
by S&P Global Ratings, a division of S&P Global Inc. (S&P). Each of Fitch, Moody's and S&P is established in the European Union and is registered

1

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 by any one or more of the rating agencies referred to above or unrated. Where a Tranche of Notes is
rated, such rating will be disclosed in the Final Terms. 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.
Amounts payable on the Floating Rate Notes and/or the Fixed Reset Notes may be calculated by reference to certain reference rates which may
constitute benchmarks for the purposes of Regulation (EU) No. 2016/1011 (the Benchmarks Regulation), including one of LIBOR or EURIBOR, as
specified in the relevant Final Terms with respect to Floating Rate Notes or the semi-annual or annual swap rate, as the case may be, for swap
transactions in the Specified Currency (as specified in the relevant Final Terms) with respect to Fixed Reset Notes. As at the date of this Base
Prospectus, the ICE Benchmark Administration (as administrator of LIBOR) is included in the register of administrators and benchmarks established
and maintained by the European Securities and Markets Authority (ESMA) under Article 36 of the Benchmarks Regulation. As at the date of this
Base Prospectus, the European Money Markets Institute (as administrator of EURIBOR) is not included in the ESMA's register of admi nistrators and
benchmarks maintained by ESMA under Article 36 of the Benchmarks Regulation. As far as NBG Finance and the Bank are aware, the transitional
provisions in Article 51 of the Benchmarks Regulation apply, such that the European Money Markets Institute (as administrator of EURIBOR) is not
currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence). If the
semi-annual or annual swap rate, as the case may be, for swap transactions in the Specified Currency (as specified in the relevant Final Terms) with
respect to Fixed Reset Notes constitutes a benchmark, the relevant Final Terms will indicate whether or not the benchmark is provided by an
administrator included in the register of administrators and benchmarks established and maintained by ESMA under Article 36 of the Benchmarks
Regulation.
Arrangers and Dealers

Morgan Stanley
National Bank of Greece S.A.
The date of this Base Prospectus is 14 December 2018.

2

IMPORTANT INFORMATION
Each of the Bank and NBG Finance 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 Bank and NBG Finance (each having taken al 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.
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 Bank or NBG Finance 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 Bank, NBG Finance or any Dealer.
Certain information under the heading "Forms of the Notes and Transfer Restrictions Relating to U.S. Sales
 Book-Entry System" has been extracted from information provided by the clearing systems referred to
therein. Each of the Bank and NBG Finance confirms that such information has been accurately reproduced
and that, so far as it is aware, and is able to ascertain from information published by the relevant clearing
systems, no facts have been omitted which would render the reproduced information inaccurate or
misleading.
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 shal , in any
circumstances, create any implication 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 NBG Finance 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.
This Base Prospectus is to be read in conjunction with al documents which are deemed to be incorporated in
it by reference (see "Documents Incorporated by Reference" below). This Base Prospectus shal be read and
construed on the basis that those documents are incorporated and form part of this Base Prospectus.
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 Bank, NBG Finance 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" below. In particular, neither the Notes nor the
Guarantee of the Notes have been nor wil 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 to persons who are not U.S. persons 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 sel er of Notes may be relying on the
exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A.

3

Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by any of the Bank, NBG Finance or any of the Dealers that any recipient of this Base
Prospectus or any other information supplied in connection with the Programme or any Notes should
purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
relevant Issuer and/or the Guarantor (if applicable). Neither this Base Prospectus nor any other information
supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or
on behalf of either the Bank or NBG Finance or any of the Dealers to any person to subscribe for or to
purchase any Notes.
None of the Dealers, the Bank or NBG Finance makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws. Any investor in the Notes should be able
to bear the economic risk of an investment in the Notes for an indefinite period of time.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shal in any
circumstances imply that the information contained in it concerning either of the Bank or NBG Finance is
correct at any time subsequent to its date or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the same.
The Dealers expressly do not undertake to review the financial condition or affairs of either the Bank or
NBG Finance during the life of the Programme or to advise any investor in Notes issued under the
Programme of any information coming to their attention.
PRIIPS / IMPORTANT EEA RETAIL INVESTORS  If the Final Terms in respect of any Notes
includes a legend entitled "Prohibition of sales to EEA Retail Investors", the Notes 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 Directive
2014/65/EU (as amended, MiFID II); or (i ) a customer within the meaning of Directive 2002/92/EC (as
amended or superseded, 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. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or
sel ing the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or sel ing the Notes 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 Notes wil include a
legend entitled "MiFID II product governance" which wil outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, sel ing or recommending the Notes (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 Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arrangers nor the Dealers nor any of their respective affiliates wil be a manufacturer for the purpose of the
MIFID Product Governance Rules.
Notification under Section 309B of the Securities and Futures Act (Chapter 289 of Singapore), as
modified or amended from time to time (the SFA) and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the CMP Regulations 2018) Unless otherwise specified
before an offer of Notes, the Issuers have determined, and hereby notify al relevant persons (as defined in

4

section 309A(1) of the SFA), that al Notes issued or to be issued under the Programme shal be prescribed
capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
Neither the Notes nor (in the case of Guaranteed Notes) 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 wil not exceed 5,000,000,000 (and for this purpose, any Notes denominated in another
currency shal 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, in the case of Guaranteed Notes, 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".
CERTAIN DEFINED TERMS AND CONVENTIONS
Capitalised terms which are used but not defined in any particular section of this Base Prospectus wil have
the meaning attributed to them in "Terms and Conditions of the Notes" or any other section of this Base
Prospectus. In addition, the following terms as used in this Base Prospectus have the meanings defined
below.
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 and 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.
In this Base Prospectus, al references to Greece or to the Greek State are to the Hel enic Republic.
ALTERNATIVE PERFORMANCE MEASURES
This Base Prospectus contains references to certain Alternative Performance Measures (APMs), as defined
in the guidelines issued on 5 October 2015 by ESMA concerning the presentation of APMs disclosed in
regulated information and prospectuses published as from 3 July 2016 which, although not recognised as
financial measures under International Financial Reporting Standards (IFRS), are used by the management
of the Bank to monitor the Group's financial and operating performance.
In particular:
(a)
Adjusted loans. For the years ended 31 December 2017 and 2016, the Group defines "adjusted
loans" or "adjusted loans and advances to customers", as loans and advances to customers excluding
the amortizing 30 year loan to the Hel enic Republic with a carrying amount of 5,873 mil ion as at
31 December 2017 (31 December 2016: 6,174 mil ion) expiring in September 2037 (the Hellenic
Republic Loan). The Group defines "adjusted loans after al owance for impairment" as loans and
advances to customers after al owance for impairment on loans and advances to customers and
excluding the Hel enic Republic Loan. Adjusted loans amounted to 32,068 mil ion and 35,470
mil ion as at 31 December 2017 and 2016, respectively. Adjusted loans before al owance for
impairment amounted to 42,307 mil ion and 46,927 mil ion as at 31 December 2017 and 2016,
respectively. However, upon adoption of IFRS 9 on 1 January 2018, the whole agreement with the

5

Hel enic Republic relating to the Hel enic Republic Loan did not pass the "SPPI" (solely payments of
principal and interest) test and was mandatorily classified at "FVTPL" (fair value through profit and
loss) within "financial assets at FVTPL" and therefore not included in the loans and advances to
customers.
(b)
Non-Performing Loans (NPLs) ratio or 90 days past due ratio. Adjusted loans and advances to
customers that are in arrears for 90 days or more divided by adjusted loans before al owance for
impairment at the end of the period;
(c)
Loans-to-Deposits Ratio. Net adjusted loans and advances to customers over due to customers, at the
end of the period; and
(d)
Non-Performing Exposures (NPE) ratio. NPEs divided by adjusted loans before al owance for
impairment at the end of the period.
The Group defines NPEs, according to EBA ITS Technical Standards on Forbearance and Non-
Performing Exposures, as exposures that satisfy either or both of the following criteria:
(i)
material exposures which are more than 90 days past due; and
(i )
the debtor is assessed as unlikely to pay its credit obligations in full without realisation of
collateral, regardless of the existence of any past due amount or of the number of days past
due.
Investors should be aware that:

these financial measures are not recognised as a measure of performance under IFRS; and

they are used by management to monitor the underlying performance of the business and operations
but are not indicative of the historical operating results of the Bank, nor are they meant to be
predictive of future results.
Furthermore, since companies do not al calculate these measures in an identical manner, the Group's
presentation may not be consistent with similar measures used by other companies. Therefore, undue
reliance should not be placed on any such data.
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.

6

SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for al 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:
(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 wil have on its
overal investment portfolio;
(c)
has sufficient financial resources and liquidity to bear al 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.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the
applicable Final Terms may over allot Notes or effect transactions with a view to s upporting the
market price of the Notes 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 Tranche of Notes is made
and, if begun, may cease 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
Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance
with all applicable laws and rules.
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 original y submitted.

7

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) wil 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 "Forms of the Notes and Transfer Restrictions Relating to U.S. Sales".
AVAILABLE INFORMATION
To permit compliance with Rule 144A under the Securities Act in connection with any resale or other
transfers of Notes that are "Restricted Securities" (as defined in Rule 144(a)(3) under the Securities Act),
each of the Bank and NBG Finance, as the case may be, wil 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 wil 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 remain outstanding as
"restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and neither NBG Finance
nor the Bank is a reporting company under Section 13 or Section 15(d) of the United States Securities
Exchange Act of 1934, as amended (the Exchange Act), nor exempt from reporting pursuant to Rule 12g3-
2(b) under the Exchange Act.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
NBG Finance is a corporation organised under the laws of England. All of the officers and directors named
herein reside outside the United States and al or a substantial portion of the assets of NBG Finance 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 NBG Finance or such persons, or to enforce
judgments against them obtained in courts outside England predicated upon civil liabilities of NBG Finance
or such directors and officers under laws other than England, including any judgment predicated upon United
States federal securities laws.
The Bank is incorporated under the laws of the Hel enic Republic. Al of the officers and directors named
herein reside outside the United States and al or a substantial portion of the assets of the Bank 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 Hel enic Republic upon the Bank or such persons, or to enforce
judgments against them obtained in courts outside the Hel enic Republic predicated upon civil liabilities of
the Bank or such directors and officers under laws other than the Hel enic 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,

8

but are not limited to, statements made under "Risk Factors", "Description of the Group" and "Regulation
and Supervision of Banks in Greece". Such statements can be general y identified by the use of terms such as
"believes", "expects", "may", "wil ", "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 material y from those expressed in or
implied by such forward-looking statements. NBG Finance 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:

Recessionary pressure and uncertainty resulting from the Hel enic Republic's economic crisis;

Existing and prospective additional fiscal measures may impose further constraints on economic
activity in Greece;

The successful completion of the Third Programme and the effort to restore conditions of economic
normalcy in the Hel enic Republic may not lead to the intended return of the economy to sustainable
growth and the issue of the Hel enic Republic's debt sustainability may not be fully resolved;

Domestic political uncertainty has weighed on financial and economic conditions general y, and
there can be no assurances that additional developments wil not exacerbate political uncertainty;

The continued impostition of capital controls in Greece;

If additional European Central Bank (ECB) or Emergency Liquidity Assistance (ELA) funding is
needed in the future it wil be subject to ECB rules relating to the eligibility and valuation of
collateral used for funding such as Greek government bonds;

Deteriorating asset valuations may adversely affect the Group's business, results of operations and
financial condition and may limit the Group's ability to post collateral for Eurosystem funding
purposes;

High outflows of funds from customer deposits could cause an increase in the Group's costs of
funding;

The sufficiency of the Bank's level of capital if economic conditions in Greece do not improve or if
they deteriorate further;

The Group's need for additional capital and liquidity as a result of regulatory changes;

The Bank's wholesale borrowing costs and access to liquidity and capital may be negatively affected
by, and there may be further material adverse consequences of, any future downgrades of the
Hel enic Republic's credit rating;

A resurgence of default risks for the Hel enic Republic;

Continuing recognition of the main part of deferred tax assets (DTAs) as regulatory capital or as an
asset;

The Bank's ability to continue as a "going concern";

Constraints to the Bank's operational autonomy as a recipient of State Aid;

9

The ability of the Hel enic Financial Stability Fund (HFSF), as shareholder, to exercise significant
influence over the Group's operations;

The high level of loans that are more than 90 days past due;

The Group's loan portfolio may continue to contract;

The Group's regulatory capital may be adversely affected by the implementation of IFRS 9
"Financial Instruments" (IFRS 9), as endorsed by the EU;

Disruptions and volatility in the global financial markets;

Counterparty risk;

Market fluctuations and volatility which affect the Group's trading and investment activities;

Volatility in interest rates which may negatively affect the Group's net interest income;

Competition from Greek and foreign banks;

The loss of senior management and the inability to recruit or retain experienced and/or qualified
personnel;

Fraud and il egal activities of any form;

Future pension and post-employment benefit liabilities;

The Bank's assumptions, judgments and estimates may change over time or may not be accurate,
impacting the value of certain financial instruments recorded at fair value;

Credit risk, market risk, liquidity risk, operational risk and insurance risk;

Risk that economic hedging may not prevent losses;

Increasing risk of continual y evolving cyber security or other technological risks;

Political, governmental or macroeconomic risks in the Group's Southeastern Europe (SEE) and
Cyprus operations;

Increasingly complex regulation which may increase the Group's compliance costs and capital
requirements;

The Group is subject to the European resolution framework which has been implemented and may
result in additional compliance or capital requirements and wil dictate the procedure for the
resolution of the Group;

Application of the Minimum Requirements for Own Funds and Eligible Liabilities (MREL) under
the Bank Recovery and Resolution Directive (Directive 2014/59/EU, the BRRD) may affect the
Group's profitability;

Laws governing the bankruptcy of individuals and regulations governing creditors' rights in Greece
and various SEE countries may limit the Group's ability to receive payments on past due loans, and
anticipated changes to such laws may not have the desired effect; and

10