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National Bank of Greece S.A.

Capital/Financing Update Oct 19, 2015

2642_rns_2015-10-19_494eed32-276d-49f5-be5e-2e8d41136035.pdf

Capital/Financing Update

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Final Terms dated 16 October 2015

NATIONAL BANK OF GREECE S.A.

Issue of €2,600,000,000 Floating Rate Notes due April 2016

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, 15 April 2013, 12 May 2014, 5 January 2015, 26 March 2015, 14 May 2015, 15 June 2015, 27 July 2015 and 14 October 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.

1. Issuer: National Bank of Greece S.A.
2. Guarantor: The Hellenic Republic
The Guarantor has executed a Deed of Guarantee
dated 15
October
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.
3. (i) Series Number: 19
(ii) Tranche Number: 1
4. Specified Currency or Currencies: Euro (€)
5. Aggregate Nominal Amount of Notes:
(i) Series: €2,600,000,000
(ii) Tranche: €2,600,000,000
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:
19
October
2015
(ii)
Interest Commencement Date:
19
October
2015
9. Maturity Date: The Interest Payment Date falling in
April
2016
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

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16. Fixed Rate Note Provisions Not Applicable
17. Floating Rate Note Provisions
(i)
Specified Period(s):
Applicable
Not Applicable
(ii) Specified Interest Payment Date: Interest will be payable semi-annually in arrears on
19
April
2016, subject to adjustment in accordance
with the Business Day Convention specified below.
(iii) First Interest Payment Date: 19
April
2016
(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.

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: Reuters Page EURIBOR01
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
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
or
other Redemption
Amount(s)
per
Calculation Amount payable on redemption
for taxation reasons or on event of default
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

Conditions):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25. Form of Notes: Bearer Notes
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
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):
No
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. (i)
If syndicated, names of Managers:
Not Applicable
(ii)
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

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 GREECESA By: Duly authorised officer Vassilis Kavalos Broup Treasurer

$\overline{\phantom{a}}$

PART B – OTHER INFORMATION

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
19
October
2015.

2. RATINGS

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.

3. OPERATIONAL INFORMATION

(i) ISIN Code: XS1308314860
(ii) Common Code: 130831486
(iii) Any clearing system(s) other than
Euroclear
Bank
SA/NV
and
Clearstream
Banking,
société
anonyme (together with the address of
each such clearing system) and the
relevant identification number(s):
Not Applicable
(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.

PART C - DEED OF GUARANTEE

DEED OF GUARANTEE

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 16.10.2015, of bonds of an aggregate amount of euro 2.600.000.000 pursuant to the provisions of a programme established on 09.04.2009 and Final Terms dated on or about 13-10-2015 including, inter alia the following: (a) number and form of bonds: 26.000 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 16 April 2016; (e) ISIN code XS 1308314860; and

Execution Date means 15 October 2015.

This Deed of Guarantee is executed as a deed by the Minister of Finance on behalf of The Hellenic Republic.

Athens. October 2015

Signed by Euclid Tsakalotos) Minister of Finance on behalf of the Hellenic Republic

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