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Bank of Greece

Capital/Financing Update May 2, 2013

2641_rns_2013-05-02_ba8b9b87-27c7-41e6-9cd6-4363ca880ae1.pdf

Capital/Financing Update

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Final Terms dated 1 May 2013

NATIONAL BANK OF GREECE S.A.

Issue of €4,500,000,000 Floating Rate Notes due May 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 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 30 April 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.
3. (i) Series Number: 9
(ii) Tranche Number: 1
4. Specified Currency or Currencies: Euro $(\epsilon)$
5. Aggregate Nominal Amount of Notes:
(i) Series: €4,500,000,000
(ii) Tranche: €4,500,000,000
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: 2 May 2013
Interest Commencement Date:
(ii)
2 May 2013
9. Maturity Date: The Interest Payment Date falling in May 2016
10. Interest Basis: 3 month EURIBOR $+12$ 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 2 May,
2 August, 2 November and 2 February in each year,
subject in each case to adjustment in accordance with
the Business Day Convention specified below.
(iii) First Interest Payment Date: 2 August 2013
(iv) Business Day Convention: Modified Following Business Day Convention
(v) Additional Business Centre(s): TARGET, London, Athens
(v i ) 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: 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.
$\overline{\phantom{a}}$ Relevant Screen Page: Reuters Page EURIBOR01
$\hspace{0.05cm}$ 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
$\overline{a}$ Reset Date: Not Applicable
$Margin(s)$ :
(x)
$+12$ per cent. per annum
(x i ) 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 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

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
in the limited circumstances
Definitive Notes
specified in the Permanent Global Note
26. New Global Note: Yes
27. Additional Financial Centre(s) or other TARGET, London, Athens
special provisions relating to payment
dates:
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. renominalisation
and
Redenomination,
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:

Duly authorised officer

LEC IROUP TREASURER

Vassilis Kavalos

Corporate Treasurer

PART B-OTHER INFORMATION

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

(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 2 May
2013.

$2.$ RATINGS

Ratings:

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

Moody's: $Caa2$

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

ISIN Code: XS0920832846
Common Code: 092083284
Bank SA/NV
Euroclear
and
Banking, société
Clearstream
anonyme (together with the address of
each such clearing system) and the
relevant identification number(s):
Delivery: Delivery free of payment
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
Any clearing system(s) other than Not Applicable

Intended to be held in a manner which $(vi)$ 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 26.04.2013, of bonds of an aggregate amount of euro 4.500.000.000 pursuant to the provisions of a programme established on 09-04-2009 and Final Terms dated on or about 15-04-2013 including, inter alia the following: (a) number and form of bonds:45,000 bearer bonds; (b) denomination: euro 100,000; (c) interest rate: floating rate 3 month EURIBOR + 12% per annum; (d) maturity date: on or about 26 April 2016; (e) ISIN code XS 0920832846 : and

Execution Date means SO April 2013

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

Athens, 30 April 2013

Signed by Ioannis Stournaras) Minister of Finance on behalf of the Hellenic Republic

$\mathcal{L}$

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