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National Bank of Greece S.A.

Capital/Financing Update Dec 11, 2013

2642_rns_2013-12-11_4774bae2-84b1-477d-91fc-6a625c77d15b.pdf

Capital/Financing Update

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Final Terms dated 11 December 2013

NATIONAL BANK OF GREECE S.A.

Issue of €4,107,700,000 Floating Rate Notes due 2014

Unconditionally and irrevocably guaranteed by

THE HELLENIC REPUBLIC

under the $£25,000,000,000$ Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the information memorandum dated 9 April 2009 (the Information Memorandum), as supplemented by the Supplements to the Information Memorandum dated 22 April 2010, 4 May 2010, 17 December 2010, 20 May 2011 and 15 April 2013 (together, the Supplements) which does not constitute a prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC). This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Information Memorandum as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Information Memorandum as so supplemented. The Information Memorandum and the Supplements are available for viewing at the specified office of the Fiscal Agent and copies may be obtained, free of charge, from the registered office of the Issuer at 86 Eolou Street, 10232 Athens, Greece.

1. Issuer: National Bank of Greece S.A.
2. Guarantor: The Hellenic Republic
The Guarantor has executed a Deed of Guarantee
dated 11 December 2013 in respect of the Notes, a
copy of which is attached at Part C of these Final
Terms. Copies of the Deed of Guarantee and the
Guarantee Terms incorporated by reference therein
are available for inspection at the specified office of
the Fiscal Agent.
$\mathfrak{Z}.$ (i) Series Number: $\mathbf{1}$
(ii) Tranche Number: $\overline{\phantom{a}}$
4. Specified Currency or Currencies: Euro $(\epsilon)$
5. Aggregate Nominal Amount of Notes:
(i) Series: €4,107,700,000
(ii) Tranche: €4,107,700,000
6. Issue Price: 100 per cent. of the Aggregate Nominal Amount
7. (i) Specified Denominations: €100,000
(ii) Calculation Amount: €100,000
8. Issue Date:
(i)
12 December 2013
(ii)
Interest Commencement Date:
12 December 2013
9. Maturity Date: The Interest Payment Date falling in December 2014
10. Interest Basis: 3 month EURIBOR +12.00 per cent. per annum
Floating Rate
11. Redemption/Payment Basis: Redemption at par
12. Change of Interest or Redemption/Payment Not Applicable
Basis:
13. Put/Call Options: Not Applicable
14. Date Board approval for issuance of Notes
obtained:
20 May 2011
15. Method of distribution: Non-Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16. Fixed Rate Note Provisions Not Applicable
17. Floating Rate Note Provisions Applicable
(i) Specified Period(s): Not Applicable
(ii) Specified Interest Payment Dates: Interest will be payable quarterly in arrears on 12
March, 12 June, 12 September and 12 December,
subject in each case to adjustment in accordance with
the Business Day Convention specified below.
(iii) First Interest Payment Date: 12 March 2014, subject to the Business Day
Convention specified below.
(iv) Business Day Convention: Modified Following Business Day Convention
(v) Additional Business Centre(s): TARGET, London, Athens
(vi) Manner in which the Rate(s) of Screen Rate Determination
Interest is/are to be determined:
(vii) Party responsible for calculating the
Rate(s) of Interest and/or Interest
Amount(s) (if not the Fiscal Agent):
Not Applicable
(viii) Screen Rate Determination:
Reference Rate: 3 month EURIBOR
3 month EURIBOR means the rate for deposits in
Euro for a period of 3 months as quoted on the
Relevant Screen Page.
Interest Determination
Date(s):
The second day on which the TARGET2 System is
open prior to the start of each Interest Period.
Relevant Screen Page:
$\overline{\phantom{a}}$
Reuters Page EURIBOR01
Relevant Time:
$\overline{\phantom{a}}$
11.00 A.M. Brussels time
Relevant Financial Centre: Euro-zone
(ix) ISDA Determination:
Floating Rate Option: Not Applicable
Designated Maturity: Not Applicable
Reset Date: Not Applicable
(x) Margin(s): $+12.00$ per cent. per annum
(xi) Minimum Rate of Interest: Not Applicable
(xii) Maximum Rate of Interest: Not Applicable
(xiii) Day Count Fraction: Actual/360
$(xiv)$ Fall back
provisions,
rounding
provisions, denominator
and any
other terms relating to the method of
calculating interest on Floating Rate
Notes, if different from those set out
in the Conditions:
As set out in the Conditions
18. Zero Coupon Note Provisions Not Applicable
19. Index-Linked Interest Note/other variable-
linked interest Note Provisions
Not Applicable
20. Dual Currency Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
21. Call Option Not Applicable
22. Put Option Not Applicable
23. Final Redemption Amount of each Note $€100,000$ per Calculation Amount
24. Early Redemption Amount
Early
Conditions):
Redemption
Amount(s)
per
Calculation Amount payable on redemption
for taxation reasons or on event of default
or other early redemption and/or the
method of calculating the same (if required
or if different from that set out in the
As set out in the Conditions

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25. Form of Notes: Bearer Notes
Temporary Global Note exchangeable
for
a a
Permanent Global Note which is exchangeable for
Definitive Notes in the
limited circumstances
specified in the Permanent Global Note
26. New Global Note: Yes
27. Additional Financial Centre(s) or other
special provisions relating to payment
dates:
TARGET, London, Athens
28. Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature):
N 0
29. Details relating to Partly Paid Notes:
amount of each payment comprising the
Issue Price and date on which each
payment is to be made and consequences
(if any) of failure to pay, including any
right of the Issuer to forfeit the Notes and
interest due on late payment:
Not Applicable
30. Details relating to Instalment Notes:
amount of each instalment, date on which
each payment is to be made:
Not Applicable
31. Redenomination,
renominalisation
and
reconventioning provisions:
Not Applicable
32. Consolidation provisions: Not Applicable
33. Other final terms: Not Applicable
DISTRIBUTION
34. If syndicated, names of Managers:
(i)
Not Applicable
Stabilising Manager(s) (if any):
(ii)
Not Applicable
35. If non-syndicated, name of Dealer: National Bank of Greece S.A.
36. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
37. Additional selling restrictions: Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue of the Notes described herein pursuant to the €25,000,000,000 Medium Term Note Programme of National Bank of Greece S.A. guaranteed by the Hellenic Republic.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

NATIONAL BANK OF GREECE S.A.

By: By: Duly authorised officers ADAKIS JP-THEASURER

Vassilis Kavalos Corporate Treasurer

PART B - OTHER INFORMATION

$\mathbf{1}$ . LISTING AND ADMISSION TO TRADING

$(i)$ Listing: London Stock Exchange plc $(ii)$ Admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on London Stock Exchange plc with effect from 12 December 2013.

$\overline{2}$ . RATINGS

Ratings:

The Notes to be issued have been assigned the following rating:

Moody's: Caal

Such credit rating agency is established in the European Union and is registered under Regulation (EU) No 1060/2009 (as amended) (the CRA Regulation). As such it is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation.

$3.$ OPERATIONAL INFORMATION

Paying Agent(s) (if any):

(i) ISIN Code: XS0993246353
(ii) Common Code: 099324635
(iii) Any clearing system(s) other than Not Applicable
Euroclear
Bank SA/NV
and
Banking,
Clearstream
société
anonyme (together with the address of
each such clearing system) and the
relevant identification number(s):
(iv) Delivery: Delivery free of payment
(v) Names and addresses of additional

Not Applicable

$(vi)$ Intended to be held in a manner which would allow Eurosystem eligibility:

Yes

Note that the designation "Yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

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