Obbligazione Hellenic Petroleum Financial PLC 2% ( XS2060691719 ) in EUR

Emittente Hellenic Petroleum Financial PLC
Prezzo di mercato 100 EUR  ▲ 
Paese  Grecia
Codice isin  XS2060691719 ( in EUR )
Tasso d'interesse 2% per anno ( pagato 2 volte l'anno)
Scadenza 03/10/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Hellenic Petroleum Finance PLC XS2060691719 in EUR 2%, scaduta


Importo minimo 100 000 EUR
Importo totale 500 000 000 EUR
Descrizione dettagliata Hellenic Petroleum Finance PLC è una società di finanziamento, sussidiaria di Hellenic Petroleum S.A., operante nel settore energetico greco.

The Obbligazione issued by Hellenic Petroleum Financial PLC ( Greece ) , in EUR, with the ISIN code XS2060691719, pays a coupon of 2% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 03/10/2024









PROSPECTUS DATED 2 OCTOBER 2019

HELLENIC PETROLEUM FINANCE PLC
(incorporated with limited liability under the laws of England and Wales with registered number 05610284)
500,000,000
2.00 per cent. Guaranteed Notes due 4 October 2024
guaranteed by
Hellenic Petroleum S.A.
(a société anonyme organised and existing under the laws of the Hellenic Republic with registration number at GEMI 296601000,
former registration number 2443/06/B/8623)
The issue price of the 500,000,000 2.00 per cent. Guaranteed Notes due 4 October 2024 (the "Notes") of Hellenic Petroleum Finance plc (the
"Issuer" or "HPF") is 99.41% of their principal amount.
Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 4 October 2024. The Notes are subject to
redemption in whole at their principal amount at the option of the Issuer at any time in the event of certain changes affecting taxation in the United
Kingdom or in the Hellenic Republic. In addition, the holder of a Note may, by the exercise of the relevant option, require the Issuer to redeem such
Note at its principal amount in accordance with Condition 6(c) (Redemption at the option of Noteholders:). See "Terms and Conditions of the Notes--
Redemption and Purchase".
The Notes will bear interest from 4 October 2019 (the "Issue Date") at the rate of 2.00% per annum payable semi-annually in arrear on 4 April and 4
October in each year commencing on 4 April 2020. Payments on the Notes will be made in euros without deduction for or on account of taxes
imposed or levied by the United Kingdom or the Hellenic Republic to the extent described under "Terms and Conditions of the Notes--Taxation".
Hellenic Petroleum S.A. (the "Guarantor" or "Parent Company" or "Hellenic Petroleum") will unconditionally and irrevocably guarantee the due
and punctual payment of all amounts at any time becoming due and payable in respect of the Notes.
This Prospectus has been approved as a prospectus by the Commission de Surveillance du Secteur Financier (the "CSSF"), as competent authority
under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The CSSF only approves this Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered an
endorsement of the Issuer or the Guarantor. By approving a prospectus in accordance with Article 6(4) of the Luxembourg law dated 16 July 2019 on
prospectuses for securities (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières), the CSSF does not engage in respect of the
economic or financial opportunity of the operation or the quality and solvency of the Issuer. This Base Prospectus constitutes a prospectus in respect
of the Issuer for the purposes of Article 6(3) of the Prospectus Regulation. Application has been made to the Luxembourg Stock Exchange for the
listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange's regulated
market.
The Prospectus has been published on the website of the Guarantor (www.helpe.gr) and the Luxembourg Stock Exchange (www.bourse.lu).
The Notes 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 United States tax law requirements. The Notes are being offered outside the United States by the Joint Bookrunners (as defined in the
section below entitled "Subscription and Sale") in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act.
The Notes will be in bearer form and in denominations of 100,000 and integral multiples of 1,000 in excess thereof up to and including 199,000.
The Notes will initially be in the form of a temporary global note (the "Temporary Global Note"), without interest coupons, which will be deposited
on or around the Issue Date with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream,




Luxembourg"). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the "Permanent
Global Note", together with the Temporary Global Note, the "Global Note"), without interest coupons, not earlier than 40 days after the Issue Date
upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non-
U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in
definitive form in denominations of 100,000 and integral multiples of 1,000 in excess thereof up to and including 199,000 and with interest
coupons attached. See "Summary of Provisions Relating to the Notes in Global Form".


Global Coordinators and Joint Bookrunners


Credit Suisse
Goldman Sachs International

Joint Bookrunners


Alpha Bank
Citigroup
Eurobank
National Bank of Greece
Nomura
Piraeus Bank

L
ON54052787/1 166889-0006

2






CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................................... 4
RISK FACTORS ................................................................................................................................................ 7
INFORMATION INCORPORATED BY REFERENCE ................................................................................ 29
OVERVIEW ..................................................................................................................................................... 33
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 36
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM .................................. 55
USE OF PROCEEDS ....................................................................................................................................... 58
DESCRIPTION OF THE ISSUER .................................................................................................................. 59
DESCRIPTION OF THE GUARANTOR ....................................................................................................... 65
DESCRIPTION OF THE GUARANTOR: OPERATING AND FINANCIAL REVIEW .............................. 92
DESCRIPTION OF THE GUARANTOR: INDUSTRY AND REGULATORY OVERVIEW ................... 124
TAXATION ................................................................................................................................................... 133
SUBSCRIPTION AND SALE ....................................................................................................................... 137
GENERAL INFORMATION ........................................................................................................................ 140


L
ON54052787/1 166889-0006

3






IMPORTANT NOTICES
This Prospectus comprises a prospectus for the purposes of Article 8 of the Prospectus Regulation. When used in this
Prospectus, "Prospectus Regulation" means Regulation (EU) 2017/1129.
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus and declares
that, to the best of its knowledge, the information contained in this Prospectus is in accordance with the facts and makes
no omission of anything likely to affect the import of such information.
Neither the Issuer nor the Guarantor has authorised the making or provision of any representation or information
regarding the Issuer, the Guarantor or the Notes other than as contained in this Prospectus or as approved for such
purpose by the Issuer and the Guarantor. Any such representation or information should not be relied upon as having
been authorised by the Issuer, the Guarantor or Credit Suisse Securities (Europe) Limited, Goldman Sachs International,
Alpha Bank A.E., Citigroup Global Markets Limited, Eurobank Ergasias S.A., National Bank of Greece S.A., Nomura
International plc and Piraeus Bank S.A. (the "Joint Bookrunners").
Neither the Joint Bookrunners nor the Trustee have independently verified all the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Joint Bookrunners or the Trustee or any of their respective affiliates as to the accuracy or completeness
of the information contained or incorporated in this Prospectus or any other information provided by the Issuer or the
Guarantor in connection with the offering of the Notes. No Joint Bookrunner or the Trustee accepts any liability in
relation to the information contained or incorporated by reference in this Prospectus or any other information provided
by the Issuer or the Guarantor in connection with the offering of the Notes or their distribution.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall 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 condition (financial or otherwise) of the Issuer or the Guarantor since the date of this Prospectus or that the
information contained in this Prospectus is true subsequent to the date hereof or that any other information supplied in
connection with the Notes 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. Each recipient of this Prospectus shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Guarantor.
MIFID II product governance / High net worth retail investors, professional investors and ECPs target market ­
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients, each as defined in Directive 2014/65/EU (as amended, "MiFID II") and retail clients (as defined in MiFID II)
that are in a financial situation to be able to bear a loss of their entire investment in the Notes; (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate; and (iii) the following
channels for distribution of the Notes to such retail clients are appropriate - investment advice, portfolio management,
non-advised sales and pure execution services - subject to the distributor's suitability and appropriateness obligations
under MiFID II, as applicable. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels, subject to the
distributor's suitability and appropriateness obligations under MiFID II.
Singapore Securities and Futures Act Product Classification ­ Solely for the purposes of its obligations pursuant to
sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "Securities and
Futures Act"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Regulation 3(b) of the
Securities and Futures (Capital Markets Products) Regulations 2018 (the "SF (CMP) Regulations")) that the Notes are
"prescribed capital markets products" (as defined in the SF (CMP) Regulations) and Excluded Investment Products (as
defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment
Products and in the MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

L
ON54052787/1 166889-0006
4





Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended
to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the
Guarantor, any of the Joint Bookrunners or the Trustee that any recipient of this Prospectus or any other information
supplied in connection with the offering of the 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 Issuer and/or the Guarantor. Neither this Prospectus nor any other information
supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or
the Guarantor, any of the Joint Bookrunners or the Trustee to any person to subscribe for or to purchase any Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to
any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this
Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Guarantor, the
Joint Bookrunners and the Trustee do not represent that this Prospectus may be lawfully distributed, or that the Notes
may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction,
or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer, the Guarantor, the Joint Bookrunners or the Trustee which
is intended to permit a public offering of the Notes or the distribution of this Prospectus in any jurisdiction where action
for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on
the distribution of this Prospectus and the offering and sale of Notes. For a description of certain restrictions on offers,
sales and deliveries of Notes and on distribution of this Prospectus and other offering material relating to the Notes, see
"Subscription and Sale".
In particular, the Notes have not been and will not be registered under the Securities Act and are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the U.S. or to U.S.
persons.
Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances.
In particular, each potential investor should assess, 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 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
where the currency for principal or interest payments is different from the potential investor's currency (see
also "Risk Factors--Exchange rate risks and exchange controls");
(d) understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant financial
markets; and
(e) is able to evaluate (either alone or with the help of a financial adviser) 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 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 (1) Notes are legal investments for it, (2) Notes can be
used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes.

L
ON54052787/1 166889-0006
5





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 this 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 single currency introduced at the start of the third stage of the European
Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended and
references to "USD", "U.S. dollar", "U.S.$" and "$" are to the lawful currency of the U.S.
Certain figures included in this 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.
In connection with the issue of the Notes, Credit Suisse Securities (Europe) Limited (the "Stabilisation Manager")
(or persons acting on behalf of the Stabilisation Manager) may over allot Notes or effect transactions with a view
to supporting the 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 Notes 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 Notes and 60 days after the date of the
allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the Stabilisation
Manager (or persons acting on behalf of the Stabilisation Manager) in accordance with all applicable laws and
rules.
This Prospectus is to be read in conjunction with all information which is deemed to be incorporated herein by reference
(see "Information Incorporated by Reference"). This Prospectus should be read and construed on the basis that such
information is incorporated in and forms part of the Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Information
Incorporated by Reference"), the information on the websites to which this Prospectus refers does not form part of this
Prospectus and has not been scrutinised or approved by the CSSF.
In the United Kingdom, this Prospectus may be distributed only to, and may be directed only at (a) persons who have
professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth entities falling within Article
49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling within Article 49(1)
of the Order (all such persons together being referred to as "relevant persons"). Any person who is not a relevant
person should not act or rely on this document or any of its contents.
The Prospectus will expire 12 months from its date in relation to Notes which are to be admitted to trading on a
regulated market in the European Economic Area (the "EEA") and/or offered to the public in the EEA other than in
circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. The
obligation to supplement a prospectus in the event of significant new factors, material mistakes or material inaccuracies
does not apply when a prospectus is no longer valid.


L
ON54052787/1 166889-0006
6





RISK FACTORS
The Issuer and the Guarantor believe that the following factors may affect their ability to fulfil their obligations under
the Notes. In addition, factors which are material for the purpose of assessing the market risks associated with the
Notes are described below.
The Issuer and the Guarantor believe that the factors described below represent the principal risks inherent in investing
in the Notes, but the Issuer and the Guarantor may be unable to pay interest, principal or other amounts on or in
connection with any Notes for other reasons which may not be considered significant risks by the Issuer and the
Guarantor based on information currently available to them or which they may not currently be able to anticipate.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their
own views prior to making any investment decision. All investors should make their own evaluations of the risks
associated with an investment in the Notes and consult their own professional advisers if necessary. The market price of
the Notes could decline due to the realisation of these risks, and investors could lose part or all of the value of their
investments.
Capitalised terms used herein and not otherwise defined shall bear the meanings ascribed to them in "Terms and
Conditions of the Notes" below.
1. Risks that apply to the Issuer
(a) The Issuer is a finance vehicle for the members of the Group
The Issuer is a finance vehicle for members of the Group. The Issuer's principal business is raising financing on behalf
of the Group in the international bank and debt capital markets. The Issuer does not have any subsidiaries or own, lease,
or otherwise hold any real property (including office premises or facilities) and is not expected to consolidate or merge
with any other person. To the extent that the proceeds from the Notes will not be used for the repayment of pre-existing
financing they will be on-lent by the Issuer to other members of the Group and the ability of the Issuer to fulfil its
payment obligations under the Notes will depend upon payments made to it by other relevant members of the Group.
Therefore, the Issuer is subject to all risks to which the Group is subject, to the extent that such risks could limit each
relevant member of the Group's ability to satisfy its obligations in full and on a timely basis.
2. Risks related to the Guarantor and the Group
2.1 Macroeconomic and political risks
(a) The Group's business, financial condition, results of operations and future prospects are significantly affected
by the economic conditions in Greece and abroad
The Group is among the largest industrial and commercial enterprises in Greece with a growing presence in
international markets. As at 30 June 2019, it accounted for approximately 65% of domestic refining capacity (with total
Greek capacity at 537 million barrels ("bbl") per year as of 2018) and holds a significant market share in the domestic
fuels distribution and marketing business, according to publicly available information.
As at, and during the six months ended, 30 June 2019, the Group's refining, supply and trading division accounted for
72% of the Group's asset base and 64% of total gross margin. The refining business and its profitability is mainly
driven by regional/global supply and demand for crude oil, oil products and their impact on their respective prices and
on economic developments also affecting prices. On the other hand, domestic trading and fuel marketing businesses are
more exposed and affected by developments in the Greek market. Sales in the domestic market contribute considerably
to the Group's business, operating results and cash flows as a significant percentage of the volume (45% for the six-
month period ending on 30 June 2019) is sold into the Greek market (including deliveries to aviation and bunkering
customers at airports or ports, respectively, in Greece). The remaining share of the total production (approximately
55%), is sold to international markets in the form of exports. If demand in Greece falls, the Group increases its sales

L
ON54052787/1 166889-0006
7





volume to the export markets, albeit at a lower trading margin reflecting the differences in logistics costs and market
structures.
Greece is emerging from a sovereign debt crisis and severe economic contraction, with real GDP declining
cumulatively by nearly 30% since 2008. While the economic decline was temporarily halted in 2014, political
uncertainties resulted in a return to recession in 2015 and 2016; it was not until 2017 when a positive GDP growth of
1.5% was recorded and 1.9% in 2018. Greece signed up to a third financial support agreement with European Union
("EU") institutions in July 2015, with the IMF also signing up to the third financial support agreement but without
contributing any further financing under the agreement, the IMF withdrew in January 2016.
Following the completion of the said third financial support agreement, Greece is subject to a tight periodic monitoring
process, and while debt owed to the EU was re-profiled (extended but not reduced nominally), at present no further
financial assistance is envisaged under the existing agreement. The Greek government introduced a regime of capital
controls in June 2015 in an attempt to, amongst others, support the local banking system; however, since then all of
these controls were gradually relaxed and in September 2019 all such controls were lifted and cash transactions and
transfers through the banking system operate normally. During the period of the introduction of capital controls the
economy suffered a slow-down and fuel consumption recorded a significant drop. While the economy is now back on a
growth trajectory and there are no longer capital controls in place, fuels demand growth is limited and the ongoing
economic conditions in Greece may adversely affect consumption levels, such as demand for auto fuels and other oil
products, which, in turn, may adversely affect the Group's sales and profitability. Likewise, economic conditions may
affect the ability of the Group to collect receivables arising from sales into the domestic market.
Furthermore, global economic uncertainty, any contraction or stagnation of the global economy, tightening in global
credit conditions, increased inflation or interest rate levels, and/or worsening of the global trade environment could
negatively impact global and, conversely, local demand for the Group's products or lead to lower market prices for the
Group's products. Such conditions could lead to a reduction of the Group's revenues, operating income and cash flows.
Global economic conditions can also impact refining margins, which can greatly impact the Group's results of
operations. For more information on refining margins, see "--A decline in oil refining margins would negatively affect
the Group's business, financial condition, results of operations and future prospects" below. A weakened global
economy could also make it more difficult or costly for the Group to obtain financing for its operations and investments
or to refinance the Group's debt in the future.
Accordingly, the occurrence of any or all of the above events, or any other adverse developments in global or domestic
economic or geopolitical conditions could have a material adverse effect on the Group's business, financial condition,
results of operations and future prospects.
(b) A deterioration of the political environment in crude oil producing countries may adversely impact the
availability of crude oil feedstock
The Group procures crude oil from a number of suppliers, including national oil companies and international oil traders.
The Middle East and North Africa ("MENA") region has historically experienced varying degrees of political
instability and, most recently, with developments over the last eight years causing disruptions to the global supply
chain. Instability in the MENA region may result from a number of factors, including government or military regime
change, sanctions, civil unrest or acts of terrorism. Developments in Libya since 2011 (including the Libyan conflict in
2011, the ensuing sanctions against Libya, as well as the political tension in 2013 onwards which led to a significant
decline and volatility in the country's production and exports, which have not recovered fully and remain uncertain and
volatile since), have had an impact on the ability of the Group's Refineries to procure light sweet crude and affected
pricing in the Mediterranean region. Furthermore, the EU sanctions against Iran in 2012 (which were lifted in January
2016), including a ban imposed on the purchase of crude oil since July 2012 and the re-imposition of US sanctions on
Iran, which were phased in during November 2018, curtailing crude supply from the country to the Mediterranean
region, are examples of supply disruptions that have affected, or are currently affecting, the Group (for more details
please refer to the risk factor headed "The Group's international activities increase the compliance risks associated
with economic and trade sanctions imposed by the United States, the European Union and other jurisdictions"). A
number of countries in the MENA region, including Libya, have recently been, and may continue to be, subject to
political unrest, including uprisings and government retaliation, as well as terrorist attacks and violence aimed against

L
ON54052787/1 166889-0006
8





civilians, employees and facilities, that affect crude oil production and exports. In the past, ISIS (or ISIL - Islamic State
in Iraq and the Levant) ("ISIS"), an extremist militant group, occupied parts of Iraq and Syria and implemented a
fundamentalist regime. In addition, ISIS also gained limited territorial control in Libya and Yemen and acts of war
between the ISIS and Kurdish troops in the Kurdistan Region of Iraq, with an impact on the production and
transportation of crude oil by of those countries. As at the date of this Prospectus, ISIS occupy or influence lesser parts
in Iraq and Syria, without material impact on the oil production and transportation via pipelines.
Due to the concentration of a number of crude oil producing countries in the MENA region, similar future
developments as above or other armed conflicts or political instability in the region could reduce the availability of
supply alternatives as well as tighten global crude oil balances with a potential impact on the Group's operations and an
adverse effect on its financial condition and operating results.
Additionally, the Group has historically purchased much of its crude oil from the Russian Federation. In 2015,
approximately 33% of the Group's crude oil purchases came from the Russian Federation through international oil
traders. However, in 2018 only 9% of the Group's crude oil purchases came from the Russian Federation, as the Group
gradually replaced sourcing of crude from the Russian Federation with other sources on better economic terms. A
number of events affect the Group's ability to source crude oil from the Russian Federation including, but not limited
to, structural changes in the Russian oil industry, taxation, regulation (including international (for example, UN, EU,
US) sanctions), political unrest and logistical issues in transporting crude oil from Novorossiysk or other export
terminals in the Black Sea. In the first half of 2019, weather conditions had a negative impact on the logistics of crude
supply from the Black Sea (closure of terminals, significant delays on the Bosporus straits), including Russian crude,
while the contamination incident in the Druzhba pipeline in April 2019 also curtailed the supply of Russian crude for
most of the second quarter of 2019. These events had a significant negative impact on the benchmark margins and
supply of crude oil (especially high sulphur crude oil) for Mediterranean refiners, including the Group.
On 14 September 2019, two important oil facilities in Saudi Arabia, accounting for approximately 50% of the country's
production and 5% of global crude oil supply, according to press reports, were targeted by drone attacks. As at the date
of this Prospectus, production at these facilities has been halted; however production is expected to be restored by the
end of September 2019, according to statements by Saudi Aramco. A potential prolonged outage of such a significant
percentage of global crude oil supply could affect oil markets, prices of crude oil and crude availability in the region,
including the supply of the Group's Refineries, as well as refining margins and financial results of refiners in the region,
including the Group. Over the past three years, Saudi Arabia has provided approximately 5 to 7% of the Group's crude
oil supply.
The deterioration of the political environment in any of the countries from which the Group sources its crude oil
feedstock, or from any crude oil feedstock producing countries more generally, could affect the price of crude oil
available to the Group, which could have a material adverse effect on the Group's business, financial condition, results
of operations and future prospects. Likewise, a similar effect could be experienced if a particular route of supply is
affected.
(c) Volatility in the Greek banking system may impair the Group's ability to obtain financing and increase its cost
of debt
A significant part of the Group's credit is provided by the four Greek systemic banks, namely National Bank of Greece,
Eurobank, Alpha Bank and Piraeus Bank (the "Greek Systemic Banks"). Specifically, as at the end of 2018, the total
percentage of the Group's gross outstanding debt owed to the Greek Systemic Banks was 66%.
The ability of the Greek Systemic Banks to continue to support the Group is dependent, among other factors, on their
own capitalisation and ability to access international financial markets or receive liquidity support from the ECB or the
Bank of Greece. Although macroeconomic conditions in Greece are showing signs of improvement, uncertainties
continue to exist, particularly with regard to the Greek Systemic Banks, which may affect the Group's ability to obtain
financing and increase its cost of debt. Although the Group, following repayment of its 325 million notes on 4 July
2019, has reduced its total indebtedness significantly over the last three years (with indebtedness to Greek Systemic
Banks lowered by approximately 200 million), the Group still relies, in part, on the Greek Systemic Banks. Therefore,
the Greek banking system's ability to seek funding from international capital markets and banking systems may create a

L
ON54052787/1 166889-0006
9





risk to the Group's funding, which could have a material adverse effect on the Group's business, financial condition,
results of operations and future prospects. Furthermore, in case there is unforeseen disruptions to the Greek banking
system the impact on the Group's customer could also lead to a potential adverse impact on its operations and results.
(d) The uncertainty surrounding the withdrawal of the United Kingdom from the European Union could have a
material adverse effect on the Group
On 29 March 2017, the United Kingdom ("UK") notified the European Council of its intent to withdraw from the
European Union under Article 50 of the Treaty on European Union ("Brexit"), initiating a two-year period during
which the UK government and the European Council could negotiate a range of aspects of the withdrawal and the future
relationship between the UK and the European Union. The UK was scheduled to leave the European Union on 29
March 2019. That deadline has been extended to 31 October 2019 in order to allow for the approval of a withdrawal
agreement (which has to date been rejected three times by Parliament) and related political declaration on the future
relationship between the UK and the European Union, with the option to leave earlier if the withdrawal agreement and
political declaration are approved prior to that date. There continues to be significant uncertainty as to potential
outcomes, which could include departure without a deal, revocation of the Article 50 notice or departure on a negotiated
basis, and significant uncertainty as to next steps, including efforts to renegotiate the terms of withdrawal by the new
Prime Minister of the UK, a second referendum or a new election.
Brexit could adversely affect economic or market conditions in Europe and could contribute to instability in the global
financial markets. Economic uncertainty as a result of Brexit may lead to increased volatility in refining margins and
downward pressures on the demand for the Group's products. For more information on how the Group is affected by
global economic conditions, see "--The Group's business, financial condition, results of operations and future
prospects are significantly affected by the economic conditions in Greece and abroad". Brexit has led to a decrease in
the value of the sterling against the U.S. dollar and the Euro, as well as general volatility in the currency exchange
market. Although sterling is not among the Group's operational currencies, increased volatility in the currency
exchange market that could affect the Group's functional currency and currencies in which the Group operates (being
the Euro and the U.S. dollar) as a result of Brexit could also materially adversely affect the Group's results of
operations if the Group is unable to implement adequate strategies to protect against such volatility. This or any of the
above could have a material adverse effect on the Group's financial condition and results of operations. For more detail
on the Group's exposure to fluctuations in currency exchange, see "--The Group's business model involves exposure to
certain financial risks, including currency, interest rate, credit risk and default risk, and related operational risk" and
"--Exchange rate risks and exchange controls" above.
Despite the fact that the Group has no trading or production operations in the UK, the Group has subsidiaries in the UK,
including the Issuer, and, as such, is subject to any legal or regulatory changes that may be introduced in the UK or in
the EU with respect to UK companies. There is a risk that such changes may limit the ability of the Group to raise
finance, on-lend the proceeds to other members of the Group, increase the cost of its financing arrangements or have tax
implications for its existing financing structures, which could have a material adverse effect on the Group's financial
condition.
2.2 Risks related to the Group's industry
(a)
A decline in oil refining margins would negatively affect the Group's business, financial condition, results
of operations and, if long term, future prospects as well
The Group's operating and financial performance is significantly dependent on the level of refining margins, being the
price differential between crude oil and refined products. Refining margins are highly volatile and can be affected by
sector economics, particularly the supply and demand for crude oil and oil products, as well as available operating
refining capacity. The Group's refining margins have fluctuated, and will continue to fluctuate, due to numerous
factors, including but not limited to:
· variations in global demand for crude oil and refined products and, to a much lesser extent, variations in
demand for refined products in the Greek market;
· macroeconomic factors impacting demand for refining products and/or the availability and price of crude oil;

L
ON54052787/1 166889-0006
10