Capital/Financing Update • Apr 14, 2015
Capital/Financing Update
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Final Terms dated 14 April 2015
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, 15 April 2013, 12 May 2014, 5 January 2015 and 26 March 2015 (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.
| I. | Issuer: | National Bank of Greece S.A. | ||
|---|---|---|---|---|
| 2. | Guarantor: | The Hellenic Republic | ||
| The Guarantor has executed a Deed of Guarantee dated 9 April 2015 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. |
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| 3. | (i) | Series Number: | 14 | |
| (ii) | Tranche Number: | 1 | ||
| 4. | Specified Currency or Currencies: | Euro $(\epsilon)$ | ||
| 5. | Aggregate Nominal Amount of Notes: | |||
| (i) | Series: | €4,100,000,000 | ||
| (ii) | Tranche: | €4,100,000,000 | ||
| 6. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount | ||
| 7. | (i) | Specified Denominations: | €100,000 | |
| (ii) | Calculation Amount: | €100,000 | ||
| 8. | (i) | Issue Date: | 15 April 2015 | |
| (ii) Interest Commencement Date: |
15 April 2015 | |
|---|---|---|
| 9. | Maturity Date: | The Interest Payment Date falling in October 2015 |
| 10. | Interest Basis: | 6 month EURIBOR $+ 8$ per cent. per annum Floating Rate |
| 11. | Redemption/Payment Basis: | Redemption at par |
| 12. | Change of Interest or Redemption/Payment Basis: |
Not Applicable |
| 13. | Put/Call Options: | Not Applicable |
| 14. | Date Board approval for issuance of Notes obtained: |
23 March 2015 |
| 15. | Method of distribution: | Non-Syndicated |
| 16. | Fixed Rate Note Provisions | Not Applicable | ||
|---|---|---|---|---|
| 17. | Floating Rate Note Provisions | Applicable | ||
| (i) | Specified Period $(s)$ : | Not Applicable | ||
| (ii) | Specified Interest Payment Date: | Interest will be payable semi-annually in arrears on 15 October 2015, subject to adjustment in accordance with the Business Day Convention specified below. |
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| (iii) | First Interest Payment Date: | 15 October 2015 | ||
| (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 Interest is/are to be determined: |
Screen Rate Determination | ||
| (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: | 6 month EURIBOR | |||
| 6 month EURIBOR means the rate for deposits in Euro for a period of 6 months as quoted on the Relevant Screen Page. |
| $\frac{1}{2}$ | Interest Determination $Date(s)$ : |
The second day on which the TARGET2 System is open prior to the start of each Interest Period. |
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|---|---|---|---|---|
| $\longrightarrow$ | Relevant Screen Page: | Reuters Page EURIBOR01 | ||
| $\sim$ | Relevant Time: | 11.00 A.M. Brussels time | ||
| - | Relevant Financial Centre: | Euro-zone | ||
| (ix) | ISDA Determination: | |||
| Floating Rate Option: | Not Applicable | |||
| - | Designated Maturity: | Not Applicable | ||
| anno. | Reset Date: | Not Applicable | ||
| (x) | Margin(s): | $+8$ 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 |
| 25. | Form of Notes: |
|---|---|
Bearer Notes
TARGET, London, Athens
Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note
New Global Note: Yes
$27.$ Additional Financial Centre(s) or other special provisions relating to payment dates:
Details relating to Partly Paid Notes: Not Applicable 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:
$31.$ Redenomination, renominalisation and Not Applicable reconventioning provisions:
Consolidation provisions: Not Applicable
Other final terms:
| 34. | $\left( \mathbf{1}\right)$ | If syndicated, names of Managers: | Not Applicable |
|---|---|---|---|
| (11) | Stabilising Manager(s) (if any): | 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 |
Not Applicable
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.
The Issugr accepts responsibility for the information contained in these Final Terms.
NATIONAL BANK OF GREECE S.A. By: NATIONAL OF GREECE TT.O Duly authorised officer
$\epsilon$
$(i)$ 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 15 April 2015.
Ratings:
The Notes to be issued have been assigned the following rating:
Moody's: NP
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.
| (i) | ISIN Code: | XS1218234117 |
|---|---|---|
| (ii) | Common Code: | 121823411 |
| (iii) | Any clearing system(s) other than Not Applicable Euroclear Bank SA/NV and and Clearstream Banking, 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 Paying Agent(s) (if any): |
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.
THIS DEED OF GUARANTEE is executed on the Execution Date specified below by The Hellenic Republic.
The Guarantee Terms as issued and published by the Minister of Economy and Finance by means of Decision No. 2/5121/0025/26-01-2009, under Article 2 of Law 3723/2008 (which inter alia provide for the unconditional and irrevocable guarantee by The Hellenic Republic of the Debt Obligations in favour of the Beneficiaries as defined therein) shall be deemed to be incorporated in and form part of this Deed of Guarantee as if the same had been set out herein.
For the purposes of this Deed of Guarantee:
Credit Institution means National Bank of Greece S.A. with registered office at 86 Aiolou Street, Athens
Debt Obligations means any obligation arising from an issue, under law 3156/2003, on or about 07.04.2015, of bonds of an aggregate amount of euro 4.100.000.000 pursuant to the provisions of a programme established on 09.04.2009 and Final Terms dated on or about 08-04-2015 including, inter alia the following: (a) number and form of bonds: 41.000 bearer bonds; (b) denomination: euro 100,000; (c) interest rate: floating euribor 6m plus relevant margin 8.00% per annum; (d) maturity date: on or about 23 October 2015; (e) ISIN code XS 1218234117; and
Execution Date means $\Diamond$ April 2015.
This Deed of Guarantee is executed as a deed by the Minister of Finance on behalf of The Hellenic Republic.
Athens, & April 2015
Signed by Ioannis Varoufakis) Minister of Finance on behalf of the Hellenic Republic
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