Obligation Hellenic National Bank 0% ( XS1735600527 ) en EUR

Hellenic National Bank

100 % ⇌

Grece

XS1735600527 ( en EUR )

15/12/2018 - Obligation échue

Prospectus brochure de l'obligation National Bank of Greece XS1735600527 en EUR 0%, 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 XS1735600527, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/12/2018

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).
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority
under the Luxembourg Act dated 10 July 2005 (as amended) (the "Luxembourg Act") on prospectuses for securities to approve this
document as a base prospectus (the "Base Prospectus"). By approving this base prospectus, the CSSF does not give any undertaking as to
the economic and financial soundness of the operation or the quality or solvency of the Issuer in accordance with Article 7(7) of the
Luxembourg Act. Application has also been made to the Luxembourg Stock Exchange for Covered Bonds issued under the Programme to
be admitted to trading on the Bourse de Luxembourg, which is the Luxembourg Stock Exchange's regulated market (the "Luxembourg
Stock Exchange's regulated market") for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive")
and to be listed on the official list of the Luxembourg Stock Exchange. This document comprises a base prospectus for the purposes of
Article 5.4 of Directive 2003/71/EC as amended (which includes amendments made by Directive 2010/73/EU to the extent that such
amendments have been implemented in a relevant Member State of the European Economic Area) (the "Prospectus Directive") but is not
a base prospectus for the purposes of Section 12(a)(2) or any other provision of or rule under the Securities Act.
References in this Base Prospectus to Covered Bonds being listed and all related references shall mean that such Covered Bonds are
intended to be admitted to trading on the Luxembourg Stock Exchange's regulated market and are intended to be listed on the official list
of the Luxembourg Stock Exchange's regulated market.
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").
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, 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.
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
applicable Final Terms by Moody's Investors Service Limited or its successor ("Moody's"), by Fitch Ratings Limited or its successor
("Fitch") 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 6 December 2017.
1

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
2

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").
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, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect
from such date, should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area (the "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
("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC on insurance
mediation ("IMD"), 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.
Neither this Base Prospectus, any supplement thereto, nor any Final Terms constitutes an offer or an
invitation to subscribe for or purchase any Covered Bonds and should not be considered as a
recommendation by the Issuer, the Arranger, any Dealer, the Trustee or any of them that any recipient
of this Base Prospectus or any Final Terms should subscribe for or purchase any Covered Bonds.
Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.
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 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 establishing the European Community.
In this Base Prospectus, all references to Greece or to the Greek State are to the Hellenic Republic.
3

This Base Prospectus has been prepared on the basis that any offer of Covered Bonds in any Member
State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC)
as amended (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish
a prospectus for offers of Covered Bonds. Accordingly any person, making or intending to make an
offer in that Relevant Member State of Covered Bonds which are the subject of an offering or
placement contemplated in this Base Prospectus as completed by Final Terms in relation to the offer
of those Covered Bonds, may only do so in circumstances in which no obligation arises for the Issuer,
the Arranger or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to
such offer. Neither the Issuer, the Arranger nor any Dealer has authorised, nor do they authorise, the
making of any offer of Covered Bonds in circumstances in which an obligation arises for the Issuer,
the Arranger or any Dealer to publish or supplement a prospectus for such offer.
ALTERNATIVE PERFORMANCE MEASURES
This Base Prospectus contains references to certain performance measures which, although not
recognized as financial measures under International Financial Reporting Standards as adopted by the
European Union ("IFRS"), are used by the management of the Issuer to monitor the Group's
financial and operating performance. In particular:
(i).
Adjusted loans. The Group defines "adjusted loans" or "adjusted loans and advances to
customers", as loans and advances to customers excluding the amortizing 30 year loan to the
Hellenic Republic with a principal amount of 5.4 billion expiring in September 2037. The
Group defines "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 amortizing 30-year loan to the Hellenic Republic. Adjusted loans amounted to 35,470
million, 39,126 million and 61,481 million as at 31 December 2016, 2015 and 2014,
respectively and to 32,781 million as at 30 June 2017. Adjusted loans before allowance for
impairment amounted to 46,927 million, 51,969 million and 72,055 million as at 31
December 2016, 2015 and 2014, respectively and to 43,749 million as at 30 June 2017;
(ii).
Common Equity Tier 1 ("CET1") ratio. The Group defines CET1 ratio as CET1 capital, as
defined by Regulation No. 575/2013, and based on the transitional rules over Risk Weighted
Assets ("RWAs");
(iii). Loans-to-Deposits Ratio. The Group defines Loans-to-Deposits Ratio as net adjusted loans
and advances to customers over due to customers, at the end of the period;
(iv). Non-Performing Exposures ("NPE"). 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 realization of
collateral, regardless of the existence of any past due amount or of the number of days past
due;
(v).
NPE ratio. The Group defines NPE ratio as NPEs divided by adjusted loans before allowance
for impairment at the end of the period;
(vi). Non-Performing Loans ("NPLs"). The Group defines NPLs as loans and advances to
customers that are in arrears for 90 days or more;
4

(vii). 90 Days Past Due Ratio. The Group defines 90 Days Past Due Ratio as Adjusted loans more
than 90 days past due divided by adjusted loans before allowance for impairment at the end of
the period.
Investors should be aware that:
·
these financial measures are not recognised as a measure of performance under IFRS;
·
they should not be recognised as an alternative to operating income or net income or any other
performance measures recognised as being in accordance with IFRS or any other generally
accepted accounting principles; 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 Issuer's
presentation may not be consistent with similar measures used by other companies. Therefore, undue
reliance should not be placed on any such data.
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
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.
5

TABLE OF CONTENTS
P a ge
RISK FACTORS ................................................................................................................................................. 7
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................... 69
DOCUMENTS INCORPORATED BY REFERENCE................................................................................... 100
TERMS AND CONDITIONS OF THE COVERED BONDS ........................................................................ 102
FORMS OF THE COVERED BONDS ........................................................................................................... 134
FORM OF FINAL TERMS ............................................................................................................................ 137
INSOLVENCY OF THE ISSUER .................................................................................................................. 149
OVERVIEW OF THE GREEK COVERED BOND LEGISLATION ............................................................ 151
THE ISSUER ................................................................................................................................................... 155
BUSINESS OVERVIEW ................................................................................................................................ 169
RISK MANAGEMENT ................................................................................................................................... 194
DIRECTORS AND MANAGEMENT ............................................................................................................ 208
REGULATION AND SUPERVISION OF BANKS IN GREECE ................................................................. 228
THE MACROECONOMIC ENVIRONMENT IN THE GROUP'S MARKET ............................................. 274
THE MORTGAGE AND HOUSING MARKET IN GREECE ...................................................................... 291
DESCRIPTION OF PRINCIPAL DOCUMENTS .......................................................................................... 300
TAXATION ..................................................................................................................................................... 316
SUBSCRIPTION AND SALE ........................................................................................................................ 320
GENERAL INFORMATION .......................................................................................................................... 324
6

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations in respect
of the Covered Bonds issued under the Programme. All of these factors are contingencies which may
or may not occur and the Issuer is not in a position to express a view on the likelihood of any such
contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with
Covered Bonds issued under the Programme are also described below. It is not possible to identify all
risks or to determine which risks are most likely to occur, as the Issuer may not be aware of all
relevant risks and certain risks which it currently deems not to be material may become material as a
result of the occurrence of events outside the Issuer's control.
The Issuer believes that the factors described below represent the principal risks inherent in investing
in Covered Bonds issued under the Programme, but the inability of the Issuer to pay interest,
principal or other amounts on or in connection with any Covered Bonds may occur for other unknown
reasons and the Issuer does not represent that the statements below regarding the risks of holding any
Covered Bonds are exhaustive. Prospective investors should also read the detailed information set out
elsewhere in this Base Prospectus and reach their own views prior to making any investment decision.
If potential investors are in doubt about the contents of this Base Prospectus they should consult with
an appropriate professional adviser to make their own legal, tax, accounting and financial evaluation
of the merits and risk of investment in such Covered Bonds.
Prospective investors should read the entire Base Prospectus. Words and expressions defined in the
"Terms and Conditions of the Covered Bonds" below or elsewhere in this Base Prospectus have the
same meanings in this section. Investing in the Covered Bonds involves certain risks. Prospective
investors should consider, among other things, the following:
Factors that may affect the Issuer's ability to fulfil its obligations under Covered Bonds issued
under the Programme
The Covered Bonds will be obligations of the Issuer only
The Covered Bonds will be solely obligations of the Issuer and will not be obligations of or
guaranteed by the Trustee, the Asset Monitor, the Account Bank, the Agents, the Hedging
Counterparties, the Arranger, the Dealer or the Listing Agent (as defined below). No liability
whatsoever in respect of any failure by the Issuer to pay any amount due under the Covered Bonds
shall be accepted by any of the Arranger, the Dealer, the Hedging Counterparties the Trustee, the
Agents, the Account Bank, any company in the same group of companies as such entities or any other
party to the transaction documents relating to the Programme.
Maintenance of the Cover Pool
Pursuant to the Greek Covered Bond Legislation, the Cover Pool is subject to a number of Statutory
Tests set out in the Secondary Covered Bond Legislation. Failure of the Issuer to take prompt
remedial action to cure any breach of these tests will result in the Issuer not being able to issue further
Covered Bonds and any failure to satisfy the Statutory Tests may have an adverse affect on the ability
of the Issuer to meet its payment obligations in respect of the Covered Bonds.
Pursuant to the Servicing and Cash Management Deed after the occurrence of an Issuer Event the
Cover Pool is subject to an Amortisation Test. The Amortisation Test is intended to ensure that the
7

Cover Pool Assets are sufficient to meet the obligations under all Covered Bonds outstanding
together with senior expenses that rank in priority or pari passu with amounts due on the Covered
Bonds. Failure to satisfy the Amortisation Test on any Calculation Date following an Issuer Event
will constitute an Event of Default, thereby entitling the Trustee to accelerate the Covered Bonds
subject to and in accordance with the Conditions and the Trust Deed.
Factors that may affect the realisable value of the Cover Pool or any part thereof
The realisable value of Loans and their Related Security comprised in the Cover Pool may be reduced
by:
(a)
default by borrowers (each borrower being, in respect of a Loan Asset, the individual
specified as such in the relevant mortgage terms together with each individual (if any) who
assumes from time to time an obligation to repay such Loan Asset (the "Borrower") in
payment of amounts due on their Loans;
(b)
changes to the lending criteria of the Issuer; and
(c)
possible regulatory changes by the regulatory authorities;
Each of these factors is considered in more detail below. However, it should be noted that the
Statutory Tests, the Amortisation Test and the Eligibility Criteria are intended to ensure that there will
be an adequate amount of Loan Assets in the Cover Pool to enable the Issuer to repay the Covered
Bonds following service of a Notice of Default and accordingly it is expected (but there is no
assurance) that the Loan Assets could be realised for sufficient value to enable the Issuer to meet its
obligations under the Covered Bonds.
Default by Borrowers in paying amounts due on their Loans
Borrowers may default on their obligations under the Loans in the Cover Pool. Defaults may occur
for a variety of reasons. The Loans are affected by credit, liquidity and interest rate risks. Various
factors influence mortgage delinquency rates, prepayment rates, repossession frequency and the
ultimate payment of interest and principal, such as changes in the national or international economic
climate, regional economic or housing conditions, changes in tax laws, interest rates, inflation, the
availability of financing, yields on alternative investments, political developments and government
policies. Other factors in Borrowers' individual, personal or financial circumstances may affect the
ability of Borrowers to repay the Loans. Loss of earnings, illness, divorce and other similar factors
may lead to an increase in delinquencies by and bankruptcies of Borrowers, and could ultimately
have an adverse impact on the ability of Borrowers to repay the Loans. In addition, the ability of a
Borrower to sell a property given as security for a Loan at a price sufficient to repay the amounts
outstanding under that Loan will depend upon a number of factors, including the availability of
buyers for that property, the value of that property and property values in general at the time.
Changes to the Lending Criteria of the Issuer
Each of the Loans originated by the Issuer will have been originated in accordance with its Lending
Criteria at the time of origination. It is expected that the Issuer's Lending Criteria will generally
consider, inter alia, type of property, term of loan, age of applicant, the loan-to-value ratio, status of
applicant and credit history. The Issuer retains the right to revise its Lending Criteria from time to
time but would do so only to the extent that such a change would be acceptable to a reasonable,
prudent mortgage lender. If the Lending Criteria change in a manner that affects the creditworthiness
of the Loans, that may lead to increased defaults by Borrowers and may affect the realisable value of
the Cover Pool, or part thereof, and the ability of the Issuer to make payments under the Covered
Bonds.
8

Risks relating to Subsidised Loans
In the Hellenic Republic subsidies are available to borrowers in respect of interest payments made
under residential mortgage loans. The availability and amount of subsidy is determined by reference
to the financial and social circumstances of a borrower and are made available from the Greek State
and/or the OEK. For the avoidance of doubt, any Subsidised Loans included in the Cover Pool are
only euro denominated.
The Issuer receives the subsidised component of interest due under the Subsidised Loans from the
OEK, the Greek State or any other applicable Greek State subsidised entity. The OEK will maintain
the OEK Savings Account and the Servicer will be authorised to deduct the amount of the subsidy
related to the relevant Subsidised Loan from this account and then transfer such amounts to the
Collection Account or, following an Issuer Event, to the Transaction Account according to the terms
of the Servicing and Cash Management Deed. On the other hand, until such withdrawal from the OEK
Savings Account by the Servicer, OEK remains liable to the Issuer for the relevant subsidy. If the
OEK Savings Account balance for any given month has not been sufficiently replenished by the OEK
in advance of the next month's automated deduction of the subsidy amounts, the remaining balance
owing to NBG and to be transferred by the Servicer into the Collection Account or, following an
Issuer Event, the Transaction Account will be deducted once additional funds have been deposited by
the OEK.
The Greek State will make payments of the subsidised interest amounts to NBG into the NBG BoG
Account and then the Servicer shall be authorised to transfer such amounts to the Collection Account
or, following an Issuer Event, to the Transaction Account according to the terms of the Servicing and
Cash Management Deed. The Servicer will notify the Greek State of the subsidised interest amounts
that are payable by them and will undertake to take action necessary to ensure that the Greek State
make payment of the subsidised interest amounts that are payable by them.
In respect of any other subsidies provided by a Greek State subsidised entity, the amounts paid by
way of subsidy will be transferred by the Servicer into the Collection Account or, following an Issuer
Event, to the Transaction Account in accordance with the standard procedures applicable to such
entity and the Servicer shall notify the relevant Greek State subsidised entity of the amount of any
such subsidy due as soon as possible.
Although the Greek State, the OEK or the relevant Greek State subsidised entity, as appropriate, is
required to pay the Subsidised Interest Amounts, the relevant borrowers remain liable to repay the full
amount of interest due under their Subsidised Loan. If the Greek State and/or the OEK fails to pay any
Subsidised Interest Amounts then the Borrower may be unable to meet payments due under the
relevant Subsidised Loan. If the Borrower fails to pay the full amount under the Subsidised Loan, this
may have an adverse impact on the funds available for the payments in respect of the Covered Bonds.
The OEK pays subsidised interest amounts under the relevant Subsidised Loans on a monthly basis
and up to two months in arrears and the Greek State pays subsidised interest amounts under the
relevant Subsidised Loans every six months in arrears. Accordingly, the Issuer will not receive the
portion of the interest that is subsidised by the OEK and the Greek State in respect of such Subsidised
Loan at the same time as the unsubsidised portion of interest paid by the Borrower. In addition, a
Greek State subsidised entity may not pay the subsidy at the same time as unsubsidised amounts are
paid by the Borrower.
By virtue of the terms and conditions stated in article 55 of Greek law 4305/2014, it has been allowed
for Borrowers to file a petition for the extension of the term of their OEK Subsidised Loans, provided
that at the date of such petition the amount of any due payments that remain unpaid does not exceed
the aggregate of six monthly instalments. Such petition should also have been filed within six months
from the aforementioned Greek law's publication (the Greek law was published in the Government
9

Gazette 237/A/31.10.2014) (such deadline was extended initially until 31 December 2015 by virtue of
Decision no. 19068/819/4.5.2015 of the Minister of Finance (Government Gazette 878/B/19.5.2015),
and subsequently until 31 December 2016 by virtue of Decision no. 21559/732/25.5.2016 of the
Minister of Finance (Government Gazette 1478/B/25.5.2016).
Under Greek law, the Greek State and OEK will not benefit from sovereign immunity in respect of
their obligations. Investors should also note that enforcement of judgments against the Greek State or
the OEK may be subject to limitations.
Any changes in Greek law or the administrative practice of the Greek State or the OEK which affect
the timing and amount of subsidised interest payable could result in an adverse affect of the ability of
the Issuer to make payments in respect of the Covered Bonds.
Sale of Loans and their Related Security following the occurrence of an Issuer Event
Following the occurrence of an Issuer Event, the Servicer will be obliged to sell in whole or in part
the Loan Assets in accordance with the Servicing and Cash Management Deed. The proceeds from
any such sale will be credited to the Transaction Account and applied in accordance with the
Priority of Payments. There is no guarantee that the Servicer will be able to sell in whole or in part
the Loan Assets as the Servicer may not be able to find a buyer at the time it is obliged to sell.
The Issuer will have the right to prevent the sale of a Loan Asset to third parties by removing the
Loan Asset made subject to sale from the Cover Pool and transferring within ten Athens Business
Days from the receipt of the offer letter, to the Transaction Account, an amount equal to the price set
forth in such offer letter, subject to the provision of a solvency certificate.
No representations or warranties to be given by the Servicer if Loan Assets are to be sold
Following an Issuer Event, the Servicer will be obliged to sell Loan Assets to third parties (subject in
certain circumstances to a right of pre-emption in favour of the Issuer) pursuant to the terms of the
Servicing and Cash Management Deed. In respect of any sale of Loan Assets to third parties,
however, the Servicer will not be permitted to give representations and warranties or indemnities in
respect of those Loan Assets. There is no assurance that the Issuer would give any representations and
warranties or indemnities in respect of the Loan Assets. Any representations and warranties
previously given by the Issuer in respect of the Loan Assets in the Cover Pool may not have value for
a third party purchaser if the Issuer is then insolvent. Accordingly, there is a risk that the realisable
value of the Loan Assets could be adversely affected by the lack of representations and warranties or
indemnities. See "Description of the Transaction Documents The Servicing and Cash Management
Deed".
Reliance on Hedging Counterparties
To provide a hedge against possible variances in the rates of interest payable on the Loans in the
Cover Pool (which may, for instance, include discounted rates of interest, fixed rates of interest or
rates of interest which track a base rate and other variable rates of interest) and EURIBOR for 1, 3 or
6 month euro deposits, the Issuer may enter into an Interest Rate Swap with the Interest Rate Swap
Provider in respect of each Series of Covered Bonds under the Interest Rate Swap Agreement. In
addition, to provide a hedge against interest rate, currency and/or other risks in respect of amounts
received by the Issuer under the Loans in the Cover Pool and the Interest Rate Swaps and amounts
payable by the Issuer under the Covered Bonds, the Issuer may enter into a Covered Bond Swap with
a Covered Bond Swap Provider in respect of a Series of Covered Bonds under the Covered Bond
Swap Agreement.
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