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Eurobank Ergasias Services and Holdings S.A.

Capital/Financing Update Nov 14, 2012

2644_rns_2012-11-14_0de4e7ba-3ed3-479d-8dc4-1509846a1750.pdf

Capital/Financing Update

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FINAL TERMS

Date: 14 November 2012

Series No.: 17

Tranche No.: $\mathbf{1}$

Eurobank Ergasias S.A.

EUR 20,000,000,000 Programme for the Issuance of Debt Instruments

guaranteed by The Hellenic Republic

Issue of

EUR 2,344,000,000 Fixed Rate Guaranteed Instruments due 14 February 2013

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 Instruments set forth in the Information Memorandum dated 4 February 2009, as supplemented by the Supplements dated 18 May 2010, 10 December 2010 and 1 June 2011 (together, the "Exempt Information Memorandum") which, for the purposes of the issue of the Instruments, does not constitute a prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC). This document constitutes the Final Terms of the Instruments described herein and must be read in conjunction with the Exempt Information Memorandum. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Exempt Information Memorandum. The Exempt Information Memorandum is available for viewing at the specified office of the Issue and Paying Agent and copies may be obtained, free of charge, from the registered office of the Issuer at 8 Othonos Street, Athens 10557, Greece.

1. Issuer: Eurobank Ergasias S.A.
2. Guarantor: The Hellenic Republic
The Guarantor has executed a Deed of Guarantee
dated on or about 14 November 2012 in respect of the
Instruments, a copy of which is available, upon
request, from the offices of the Issuer at 8 Othonos
Street, Athens 10557, Greece and from the specified
office of the Issue and Paying Agent. Copies of the
Guarantee Terms incorporated by reference therein
are available for inspection at the specified office of
the Issue and Paying Agent.
3. Status of the Instruments: Unsubordinated
4. Currency:
of Denomination: Euro ("EUR")
of Payment: EUR
(Condition 1.5)
5. Aggregate Principal Amount of Tranche: EUR 2,344,000,000
6. If fungible into an existing Series: Not Applicable
7. Issue Date: 14 November 2012
8. Issue Price: 100 per cent. of the Aggregate Principal Amount
9. Form of Instruments: Bearer
10. (a) Initially
represented
by
$\mathbf{a}$
Temporary Global Instrument or
Permanent Global Instrument:
Instruments will be represented initially by a
Temporary Global Instrument
(b) Temporary
Global
Instrument
exchangeable for Permanent Global
Instrument:
Interests in the Temporary Global Instrument will be
exchangeable for interests in a Permanent Global
Instrument not earlier than forty days after the Issue
Date upon certification as to non-U.S. beneficial
ownership thereof as required by U.S. Treasury
Regulations
(c) Permanent
Global
Instrument
exchangeable:
Interests in the Permanent Global Instrument will be
exchangeable for Definitive Instruments only in the
circumstances specified in "Provisions Relating to the
Instruments Whilst in Global Form" paragraph (B)(4)
(a), (b) and (d) only (clearing system failure, Event of
Default and at the option of the Issuer)
(d) Coupons
be
attached
to
to
Definitive Instruments:
Yes
(e) Talons for future Coupons to be
added to Definitive Instruments:
(Condition 1.2)
No
(f) Definitive Instruments to be in
ICMA or successor's format:
Yes
(g) New Global Instrument: Yes
11. (a) Denomination(s):
(Condition 1.4)
EUR 100,000
(b) Calculation Amount: EUR 100,000
11. Redenomination: Not Applicable
12. Partly Paid Instruments:
(Condition 1.6)
No
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13. Interest:
13. merest:
(Condition 5)
Interest bearing
٠ $\mathcal{D}$
14. Interest Rate:
(Condition 5.2)
The Interest Rate in
its Interest Accrual
annum
15. Relevant Screen Page:
(Condition 5.3)
Not Applicable
16. Relevant Margin:
(Condition 5.3)
Not Applicable
17. ISDA Rate:
(Condition 5.4)
Not Applicable
18. Minimum Interest Rate:
(Condition 5.5)
Not Applicable
19. Maximum Interest Rate:
(Condition 5.5)
Not Applicable
20. Interest Payment Dates or (if the Applicable
Business Day Convention is the FRN
Convention) Interest Period:
14 February 2013
21. Interest Period End Dates
or (if the
Applicable Business Day Convention is the
FRN Convention) Interest Accrual Period:
14 February 2013
22. Applicable Business Day Convention:
for Interest Payment Dates:
-
No Adjustment
for Interest Period End Dates: No Adjustment
for Maturity Date: No Adjustment
any other date: Not Applicable
23. Relevant Financial Centres:
(Condition 5.9)
(Condition 9B.2)
London
24. Day Count Fraction:
(Condition 5.9)
Actual/360
25. Interest Commencement Date:
(Condition 5.9)
Issue Date
26. Interest Determination Date:
(Condition 5.9)
Not Applicable
27. Relevant Time:
(Condition 5.9)
Not Applicable

$\label{eq:2.1} \mathbf{p}_0$

The Interest Rate in respect of the Interest Period and
its Interest Accrual Period will be 13.50 per cent. per

$\begin{array}{c} \text{I} \ \text{I} \end{array}$ $\frac{1}{10}$

28. Default Interest Rate:
(Condition 5.6)
Not Applicable
29. Calculation Agent:
(Condition 5.7)
Not Applicable
30. Reference Banks:
(Condition 5.9)
Not Applicable
31. Determination Date(s): Not Applicable
32. If non-interest bearing: Not Applicable
PROVISIONS RELATING TO REDEMPTION
33. Maturity Date:
(Condition 6.1)
14 February 2013
34. Dates for payment of Instalment Amounts
(Instalment Instruments):
(Condition 6.1)
Not Applicable
35. Maturity Redemption Amount:
(Condition 6.1)
Outstanding Principal Amount
36. Instalment Amounts:
(Condition 6.1)
Not Applicable
37. Early Redemption for Taxation Reasons:
(Condition 6.2)
Condition 6.2 applies
Early Redemption Amount (Tax): Outstanding Principal Amount
38. Optional Early Redemption (Call):
(Condition 6.3)
Condition 6.3 applies
(a) Early Redemption Amount (Call): Outstanding Principal Amount
(b) Series redeemable in part: Not Applicable
(c) Call Option Date(s)/Call Option
Period:
At any time
(d)
Maximum Redemption Amount:
(Condition 6.5)
Not Applicable
(e) Minimum Redemption Amount:
(Condition 6.5)
Not Applicable
39. Optional Early Redemption (Put):
(Condition 6.6)
Not Applicable

$\overline{4}$

$\label{eq:2.1} \begin{array}{c} \mathbf{1} & \mathbf{1} \ \mathbf{1} & \mathbf{1} \ \mathbf{1} & \mathbf{1} \end{array}$

$\sim 100$

40. Events of Default: (Condition 7.1)
(a) Early Termination Amount: Outstanding Principal Amount
(b) Any additional (or modifications
to) Events of Default:
Not Applicable
41. Payments:
(Condition 9)
(a) Unmatured Coupons missing upon
Early Redemption:
Paragraph (i) of Condition 9A.5 applies
(b) Specify any modification to the
adjustment provisions for payment
dates:
(Condition 9A.4): Not Applicable
42. Replacement of Instruments:
(Condition 12)
Condition 12 applies
43. Notices:
(Condition 14)
Condition 14 applies
DISTRIBUTION
44. Name of Dealer/Lead Manager: Eurobank Ergasias S.A.
8 Othonos Street
Athens 10557
Greece
45. Syndicated: No
46. If syndicated, names of other Dealers/
Managers (if any):
Not Applicable
47. Selling Restrictions:
United States of America: Regulation S, Category 2 restrictions apply to the
Instruments
TEFRA D Rules apply
Other: As set out in the Information Memorandum
48. Stabilising Institution: Not Applicable
FURTHER INFORMATION
49. Other relevant Terms and Conditions: Not Applicable

$\overline{R}$ , and $\overline{R}$

$\mathbf{z}$ and $\mathbf{z}$

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PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue of the Instruments described herein pursuant to the EUR 20,000,000,000 Programme for the Issuance of Debt Instruments of Eurobank Ergasias S.A. guaranteed by The Hellenic Republic.

$\langle \cdot | \psi \rangle$

RESPONSIBILITY

$\alpha$

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

EUROBANK ERGASIAS S.A. $By: $16$$ D., Authorised Signatory General Manager Date: SOFIA TATSI

PART B-OTHER INFORMATION

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

Yes. Application has been made by the Issuer (or on $(i)$ Listing: its behalf) for the Instruments to be admitted to the Official List of the UK Listing Authority with effect from the Issue Date. Application has been made by the Issuer (or on its $(ii)$ Admission to trading: behalf) for the Instruments to be admitted to trading on the regulated market of the London Stock Exchange with effect from the Issue Date.

$2.$ RATINGS

$\tau^{\rm c}$

Ratings:

Not Applicable

XS0850078154

085007815

    1. OPERATIONAL INFORMATION
  • $(i)$ ISIN Code:
  • $(ii)$ Common Code:
  • Any clearing system(s) other than $(iii)$ Euroclear Bank SA/NV and Banking. société Clearstream anonyme (together with the address of each such clearing system) and the relevant identification number(s):
  • Settlement Procedures: $(iv)$
  • $(v)$ Delivery:
  • $(vi)$ Names and addresses of additional Paying Agent(s) (if any):
  • $(vii)$ Intended to be held in a manner which would allow Eurosystem eligibility:

Not Applicable

Customary medium term note settlement and payment procedures apply

Delivery against payment

Not Applicable

No. Whilst the designation is specified as "no" at the date of these Final Terms, the Eurosystem eligibility criteria may be amended in the future such that the Notes are capable of being held in a manner which would allow Eurosystem eligibility. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

$\int$

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