Obligation Hellenic National Bank 3.875% ( XS0438753294 ) en EUR

Hellenic National Bank

100 % ▲

Grece

XS0438753294 ( en EUR )

3.875% par an ( paiement annuel )

07/10/2016 - Obligation échue

Prospectus brochure de l'obligation National Bank of Greece XS0438753294 en EUR 3.875%, échue

50 000 EUR

1 500 000 000 EUR

La National Bank of Greece est une grande banque commerciale grecque, l'une des plus importantes du pays, offrant une large gamme de services bancaires aux particuliers et aux entreprises.

L'Obligation émise par Hellenic National Bank ( Grece ) , en EUR, avec le code ISIN XS0438753294, paye un coupon de 3.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/10/2016

BASE PROSPECTUS

NATIONAL BANK OF GREECE S.A.
(incorporated with limited liability in the Hellenic Republic)
10 billion Global Covered Bond Programme
Under this 10 billion global covered bond programme (the "Programme"), National Bank of Greece S.A. (the "Issuer", "NBG" or the
"Bank") 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).
This base prospectus (the "Base Prospectus") has been approved as a base prospectus by the Commission de Surveillance du Secteur
Financier (the "CSSF"), as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation") in the Grand Duchy of
Luxembourg. This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation. The CSSF only
approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. 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 the Issuer. Approval by the CSSF should not be
considered as an endorsement of the Issuer or of the quality of the Covered Bonds that is the subject of this Base Prospectus. Investors
should make their own assessment as to the suitability of investing in the Covered Bonds. 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 the Issuer. Application has 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 (the "Official List").
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. 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 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 10
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").
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Covered
Bonds which are to be admitted to trading on a regulated market in the European Economic Area (the "EEA") or the United Kingdom. The
obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not
apply when this Base Prospectus is no longer valid.
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 Issue r 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 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.
Amounts payable on Floating Rate Covered Bonds 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. As at the date of this Base Prospectus, the ICE Benchmark Administration (as administrator of
LIBOR) and the European Money Markets Institute (as administrator of EURIBOR) are 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.
The rating of certain Series of Covered Bonds to be issued under the Programme may be specified in the applicable Final Terms. Whether
or not each credit rating applied for in relation to a relevant Series of Covered Bonds will be issued by a credit rating agency established in
the European Union and registered under Regulation (EU) No 1060/2009 (the "CRA Regulation") will be disclosed in the Final Terms. In
general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating
agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency
operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA
Regulation and such registration is not refused. The Covered Bonds issued under the Programme will have the rating set out in the
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applicable Final Terms by Moody's Investors Service Limited or its successor ("Moody's") and by DBRS Ratings Limited or its successor
("DBRS") (or such other ratings that may be agreed by the Rating Agencies from time to time). A credit 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.
Investing in Covered Bonds issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the
Issuer to fulfil its obligations in respect of the Covered Bonds are discussed under "Risk Factors" below. Investors should review and
consider these risk factors carefully before purchasing any Covered Bonds.
Arranger and Dealer
National Bank of Greece S.A.
The date of this Base Prospectus is 17 March 2020.

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The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final
Terms for each Series or Tranche of 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 and the Final Terms 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 the Luxembourg Stock
Exchange) will be available 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 each Dealer named under "General Description of the Programme" 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.
Neither the Arranger nor any Dealer nor the Trustee 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 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
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supplied in connection with the Programme is correct at any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus, any document incorporated herein by reference 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, and each 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").
Neither this Base Prospectus nor any other information supplied in connection with the Programme
or any Covered Bonds (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 Issuer, the Arranger or any of the Dealers
that any recipient of this Base Prospectus or any other information supplied in connection with the
Programme or any Covered Bonds should purchase any Covered Bonds. Each investor
contemplating purchasing any Covered Bonds should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither
this Base Prospectus nor any other information supplied in connection with the Programme or the
issue of any Covered Bonds constitutes an offer or invitation by or on behalf of the Issuer or any of
the Dealers to any person to subscribe for or to purchase any Covered Bonds.
None of the Dealers or the Issuer makes any representation to any investor in the Covered Bonds
regarding the legality of its investment under any applicable laws. Any investor in the Covered
Bonds should be able to bear the economic risk of an investment in the Covered Bonds for an
indefinite period of time.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Covered Bonds
shall in any circumstances imply that the information contained in it concerning the Issuer 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 the
Issuer during the life of the Programme or to advise any investor in Covered Bonds issued under the
Programme of any information coming to their attention.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference" below), the information on the websites to which this Base
Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or
approved by the CSSF.
IMPORTANT EEA AND UK RETAIL INVESTORS: If the Final Terms in respect of any
Covered Bonds include a legend entitled "Prohibition of Sales to EEA and UK 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 (the
"EEA") or in the United Kingdom (the "UK"). 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 (EU) 2016/97 (the "Insurance Distribution
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
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(EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Covered Bonds or
otherwise making them available to retail investors in the EEA or in the UK has been prepared and
therefore offering or selling the Covered Bonds or otherwise making them available to any retail
investor in the EEA or in the UK 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 MiFID 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 Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.
The maximum aggregate principal amount of Covered Bonds outstanding at any one time under the
Programme will not exceed 10 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 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 and the UK 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 ("EMU") pursuant to the Treaty on the Functioning of the European Union, as
amended.
In this Base Prospectus, all references to "Greece" or to the "Greek State" are to the Hellenic
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 Issuer to monitor the Group's financial and operating performance. In
particular:
(i).
Adjusted loans. For the year ended 31 December 2017, the Group defined "adjusted loans" or
"adjusted loans and advances to customers", as loans and advances to customers excluding the
amortizing 30 year loan to the Hellenic Republic with a principal amount of approximately 5.4
billion expiring in September 2037 (the "Hellenic Republic Loan"). The Group defined
"adjusted loans before allowance for impairment" as loans and advances to customers before
allowance for impairment on loans and advances to customers and excluding the Hellenic
Republic Loan. Adjusted loans amounted to 32,068 million as at 31 December 2017. Adjusted
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loans before allowance for impairment amounted to 42,307 million as at 31 December 2017.
However, upon adoption of IFRS 9 on 1 January 2018, the entire agreement with the Hellenic
Republic (the "Entire Agreement"), which includes the Hellenic 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.
(ii). Non-Performing Loans ("NPLs") ratio or 90 days past due ratio. Loans and advances to
customers* that are in arrears for 90 days or more divided by loans before allowance for
impairment** at the end of the period;
(iii). Loans-to-Deposits Ratio. Net loans and advances to customers* over due to customers, at the
end of the period; and
(iv). Non-Performing Exposures ("NPE") ratio. NPEs divided by loans before allowance 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:
a)
material exposures which are more than 90 days past due; and
b) 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.
*Adjusted loans and advances to customers prior to adoption of IFRS 9 on 1 January 2018.
**Adjusted loans before allowance for impairment prior to adoption of IFRS 9 on 1 January 2018
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 Issuer, nor are they
meant to be predictive of future results.
· Furthermore, since companies do not all 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.
In connection with the issue of any Series or Tranche 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 such Series or Tranche
of 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, there is
no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising
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Manager) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the terms of the offer of the relevant Series
of Covered Bonds is made and, if begun, may be ended at any time, but it must end no later
than the earlier of 30 days after the issue date of the relevant Series or Tranche of Covered
Bonds and 60 days after the date of the allotment of the relevant Series or 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.

FORWARD LOOKING STATEMENTS
This Base Prospectus includes forward-looking statements. Such statements in this Base Prospectus
include, but are not limited to, statements made under "Risk Factors", "The Issur" and "Regulation
and Supervision of Banks in Greece". Such statements can be generally identified by the use of terms
such as "believes", "expects", "may", "will", "should", "would", "could", "plans", "anticipates" and
comparable terms, including the negatives of such terms. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the context of such forward-looking
statements in this Base Prospectus could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements. The Issuer has 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 Hellenic Republic's economic crisis;
·
Hellenic Republic's commitment to achieve very demanding fiscal targets for a protracted
period and legacy effects from the economic crisis may impose further constraints on
economic activity in Greece;
·
The effort to restore conditions of economic normalcy in the Hellenic Republic and enhance its
longterm competitiveness, as well as to support the completion, delivery and continuity of
reforms may not lead to the intended return of the economy to sustainable growth and the issue
of the Hellenic Republic's debt sustainability may not be fully resolved;
·
Domestic political uncertainty has weighed on financial and economic conditions in the
previous years and there can be no assurances that political uncertainty could not arise in the
future, thus having a material adverse impact on the Group's business, results of operations,
financial condition or prospects;
·
If additional European Central Bank ("ECB") or Emergency Liquidity Assistance ("ELA")
funding is needed in the future it will 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 Issuer'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;
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·
The Issuer'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 Hellenic Republic's credit rating;
·
A resurgence of default risks for the Hellenic Republic;
·
Continuing recognition of the main part of deferred tax assets ("DTAs") as regulatory capital
or as an asset;
·
The Issuer's ability to continue as a "going concern";
·
Constraints to the Issuer's operational autonomy as a recipient of State Aid;
·
The ability of the Hellenic Financial Stability Fund ("HFSF"), as shareholder, to exercise
significant influence over the Group's operations;
·
The high level of NPEs has had and may continue to have in the future a negative impact on
the Group's operations;
·
The Group's loan portfolio may continue to contract;
·
Disruptions and volatility in the global financial markets;
·
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 illegal activities of any form;
·
Future pension and post-employment benefit liabilities;
·
The Issuer'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 continually evolving cyber security or other technological risks;
·
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 will dictate the procedure for
the resolution of the Group;
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·
Application of the Minimum Requirements for Own Funds and Eligible Liabilities ("MREL")
under the Bank Recovery and Resolution Directive (Directive 2014/59/EU, as amended, the
"BRRD") may affect the Group's profitability;
·
Laws governing the bankruptcy of individuals or otherwise settlement of debts owed by
individuals and regulations governing creditors' rights in Greece and various South Eastern
Europe ("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
·
other factors described under "Risk Factors".
The Issuer undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. In light of these risks, uncertainties
and assumptions, the forward-looking events discussed in this Base Prospectus might not occur. Any
statements regarding past trends or activities should not be taken as a representation that such trends
or activities will continue in the future. Investors are cautioned not to place undue reliance on such
forward-looking statements, which are based on facts known only as at the date of this Base
Prospectus.

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TABLE OF CONTENTS

P a ge

RISK FACTORS ............................................................................................................................................... 11
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................... 66
DOCUMENTS INCORPORATED BY REFERENCE..................................................................................... 97
TERMS AND CONDITIONS OF THE COVERED BONDS ........................................................................ 102
FORMS OF THE COVERED BONDS ........................................................................................................... 138
FORM OF FINAL TERMS ............................................................................................................................ 141
INSOLVENCY OF THE ISSUER .................................................................................................................. 154
OVERVIEW OF THE GREEK COVERED BOND LEGISLATION ............................................................ 156
THE ISSUER ................................................................................................................................................... 160
BUSINESS OVERVIEW ................................................................................................................................ 167
RISK MANAGEMENT ................................................................................................................................... 186
DIRECTORS AND MANAGEMENT ............................................................................................................ 195
REGULATION AND SUPERVISION OF BANKS IN GREECE ................................................................. 208
THE MORTGAGE AND HOUSING MARKET IN GREECE ...................................................................... 245
DESCRIPTION OF PRINCIPAL DOCUMENTS .......................................................................................... 254
TAXATION ..................................................................................................................................................... 271
SUBSCRIPTION AND SALE ........................................................................................................................ 275
GENERAL INFORMATION .......................................................................................................................... 278

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