Obligation Hellenic National Bank 2.75% ( XS1698932925 ) en EUR

Hellenic National Bank

100 % ▼

Grece

XS1698932925 ( en EUR )

2.75% par an ( paiement semestriel )

18/10/2020 - Obligation échue

Prospectus brochure de l'obligation National Bank of Greece XS1698932925 en EUR 2.75%, échue

100 000 EUR

750 000 000 EUR

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

L'Obligation émise par Hellenic National Bank ( Grece ) , en EUR, avec le code ISIN XS1698932925, paye un coupon de 2.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/10/2020

BASE PROSPECTUS

NATIONAL BANK OF GREECE S.A.
(incorporated with limited liability in the Hellenic Republic)
15 billion Covered Bond Programme II
Under this 15 billion covered bond programme II (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, as amended, (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 as to the economic and financial soundness of the transactions contemplated by this Base Prospectus or
the quality or solvency of the Issuer in line with the provisions of Article 6 (4) of the Law of 16 July 2019, as amended (the "Luxembourg Law on
Prospectuses for Securities"). 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 15 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"). 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 Issuer and each relevant Dealer at the time of
issue in accordance with prevailing market conditions. Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect
of Covered Bonds, the issue price of Covered Bonds and any other terms and conditions not contained herein which are applicable to each Series or
Tranche (as defined under "Terms and Conditions of the Covered Bonds") of Covered Bonds will be set out in a separate document specific to that
Series or Tranche called the final terms (each, a "Final Terms") which, with respect to Covered Bonds to be 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 "EU Benchmarks Regulation"), including one of LIBOR or EURIBOR as specified in the relevant
Final Terms. As at the date of this Base Prospectus, the European Money Markets Institute (as administrator of EURIBOR) 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
EU Benchmarks Regulation. As at the date of this Base Prospectus, the ICE Benchmark Administration (as administrator of LIBOR) is not included
in the register of administrators maintained by ESMA under Article 36 of the EU Benchmarks Regulation. As far the Issuer is aware, the transitional
provisions in Article 51 of the EU Benchmarks Regulation apply, such that ICE Benchmark Administration (as administrator of LIBOR) is not
currently required to obtain authorization/registration (or, if located outside the European Union, recognition, endorsement or equivalence).
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.
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The Covered Bonds issued under the Programme will have the rating set out in the applicable Final Terms by Moody's Investors Service España, S.A.
or its successor ("Moody's") or by S&P Global Ratings Europe Limited or its successor ("S&P") (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.
Arrangers
National Bank of Greece S.A.
UBS Investment Bank
Dealers
National Bank of Greece S.A. UBS Investment Bank
The date of this Base Prospectus is 9 March 2021.

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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 Arrangers nor any Dealers 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
supplied in connection with the Programme is correct at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.

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The distribution of this Base Prospectus, 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 Arrangers 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 RETAIL INVESTORS: If the Final Terms in respect of any Covered Bonds
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Covered Bonds are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU)
2016/97 ("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 (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 has been prepared and therefore
offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
IMPORTANT - UK RETAIL INVESTORS If the Final Terms in respect of any Covered Bonds includes
a legend entitled "Prohibition of Sales to UK Retail Investors", the Covered Bonds are not intended to be
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offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of
the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making them
available to retail investors 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 UK may be unlawful under the UK 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 Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any
Covered Bonds will include a legend entitled "UK MiFIR 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
the UK MiFIR product governance rules set out in the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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 UK MiFIR
product governance rules set out in UK MiFIR 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 UK MIFIR
Product Governance Rules.
The maximum aggregate principal amount of Covered Bonds outstanding at any one time under the
Programme will not exceed 15 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 references to "", "EUR" or "euro" are to the single
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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.
In this Base Prospectus, unless otherwise specified, all references to "laws", "regulations" and "directives",
refer to such "laws", "regulations" and "directives" as amended from time to time.
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).
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;
(ii). Loans-to-Deposits Ratio: Net loans and advances to customers over due to customers, at the end of the
period; and
(iii). 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:
(i)
material exposures which are more than 90 days past due; and
(ii)
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.
(iv). Common Equity Tier 1 ("CET1") ratio: CET1 capital as defined by Regulation No. 575/2013, with
the application of the regulatory transitional arrangements for IFRS 9 impact over RWAs.
(v). Deposits: due to customers.
(vi). Domestic banking activities: refer to banking business in Greece and include retail, corporate and
investment banking. Group's domestic operations include Ethniki Leasing S.A (Ethniki Leasing),
Probank Leasing S.A. (Probank Leasing) and Ethniki Factors S.A. (Ethniki Factors).
(vii). Gross loans: loans and advances to customers before Expected Credit Loss ("ECL") allowance for
impairment on loans and advances to customers and mandatorily at FVTPL.
(viii). Liquidity Coverage Ratio ("LCR"): the LCR refers to the liquidity buffer of High Quality Liquid
Assets ("HQLAs") that a Financial Institution holds, in order to withstand net liquidity outflows over a
30 calendar-day stressed period as per Regulation (EU) 2015/61.
(ix). Loan Impairments: impairment charge for ECL.
(x). Loans-to-Deposits Ratio: loans and advances to customers over due to customers, at year end.
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(xi). Net Stable Funding Ratio ("NSFR"): the NSFR refers to the portion of liabilities and capital expected
to be sustainable over the time horizon considered by the NSFR over the amount of stable funding that
must be allocated to the various assets, based on their liquidity characteristics and residual maturities.
(xii). NPE Coverage Ratio: ECL allowance for impairment for loans and advances to customers divided by
NPE, excluding loans and advances to customers mandatorily classified as FVTPL, at period end.
(xiii). Risk Weighted Assets ("RWAs"): assets and off-balance-sheet exposures, weighted according to risk
factors based on Regulation (EU) No 575/2013.
(xiv). Risk Adjusted NIM: NIM minus CoR.
(xv). Total Capital Ratio: total capital as defined by Regulation No. 575/2013, with the application of the
regulatory transitional arrangements for IFRS 9 impact over RWAs.
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 Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation 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 Stabilisation Manager(s)
(or persons acting on behalf of a Stabilisation 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 Stabilisation
Manager(s) (or person(s) acting on behalf of any Stabilisation 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 Issuer" 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
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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 and the
COVID-19 shock have and will continue to have an adverse impact on the Group's business, results
of operations and financial condition;
·
The Hellenic Republic's commitment to achieve demanding fiscal targets for a protracted period and
legacy effects from the fiscal crisis and the COVID-19 shock may impose further constraints on
economic activity in Greece;
·
The effort to restore conditions of economic normalcy in the Hellenic Republic and enhance its long-
term 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, especially in view of further deterioration
due to the COVID-19 crisis, which could have a material adverse impact on the Group's business,
results of operations, financial condition or prospects;
·
A resurgence of default risks for the Hellenic Republic would have a material adverse effect on the
Group's business and could lead to a higher cost of funding or the inability of the Issuer to raise
capital;
·
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 to the Group of, any future downgrades
of the Hellenic Republic's credit rating;
·
High outflows of funds from customer deposits could cause an increase in the Group's costs of
funding and if such outflows were to continue it could have a material adverse effect on the Group's
operating results, financial condition and liquidity 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 its ability to post collateral for Eurosystem funding purposes;
·
There can be no assurance that the Issuer's capital will be sufficient, in particular if economic
conditions in Greece do not improve or if they deteriorate further;
·
There is uncertainty about the Issuer's ability to continue as a "going concern";
·
As a recipient of state aid, the Issuer's operational autonomy is constrained;
·
The Hellenic Financial Stability Fund ("HFSF"), as shareholder, has certain rights in relation to the
operation of the Issuer and has and will continue to have the ability to exercise significant influence
over the Group's operations;
·
The high level of Non-Performing Exposures ("NPEs") has had and may continue to have in the
future a negative impact on the Group's operations;
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·
The Group is subject to risks related to the future evolution of and response to the COVID-19
pandemic that may materially and adversely affect its business, results of operations, prospects and
financial condition;
·
The Group's loan portfolio may continue to contract;
·
The Group is exposed to credit risk, market risk, liquidity risk, operational risk and insurance risk;
·
Volatility in interest rates may negatively affect the Group's net interest income and have other
adverse consequences;
·
The Group faces significant competition from Greek and foreign banks;
·
The Group is vulnerable to disruptions and volatility in the global financial markets;
·
The Group's economic hedging may not prevent losses;
·
The Group has incurred and may continue to incur significant losses on its trading and investment
activities due to market fluctuations and volatility;
·
The Group could be exposed to significant future pension and post-employment benefit liabilities;
·
The Group, like any other credit institution, is exposed to the risk of fraud and illegal activities of any
form, which, if not dealt with in a timely manner and successfully, could have negative effects on its
business, financial condition, results of operations and prospects;
·
The Group's operational systems and networks have been, and will continue to be, exposed and
vulnerable to an increasing risk of continually evolving cyber security or other technological risks
which could result in the unavailability of IT services or in the disclosure of confidential client or
customer information, damage to its reputation, additional costs to the Group, regulatory penalties
and financial losses;
·
The value of certain financial instruments recorded at fair value is determined using financial models
incorporating assumptions, judgments and estimates that may change over time or may not be
accurate;
·
The loss of senior management may adversely affect the Group's ability to implement its strategy;
·
The Group may be unable to recruit or retain experienced and/or qualified personnel;
·
The Group's business is subject to increasingly complex regulation which may increase its
compliance costs and capital requirements;
·
The Group may need additional capital and liquidity as a result of regulatory changes;
·
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;
·
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;
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·
The Group may not be allowed to continue to recognize the main part of deferred tax assets as
regulatory capital or as an asset, which may have an adverse effect on its operating results and
financial condition;
·
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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