SINEPIA D.A.C. (incorporated in Ireland as a designated activity company under registered number )

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1 SINEPIA D.A.C. (incorporated in Ireland as a designated activity company under registered number ) 150,000,000 Class A1 Asset Backed Floating Rate Notes due ,000,000 Class A2 Asset Backed Floating Rate Notes due ,000,000 Class A3 Asset Backed Floating Rate Notes due ,800,000 Class A4 Asset Backed Floating Rate Notes due ,100,000 Class M Asset Backed Floating Rate Notes due ,870,761 Class Z Asset Backed Floating Rate Note due 2035 The 150,000,000 Class A1 Asset Backed Floating Rate Notes due 2035 (the "Class A1 Notes"), the 35,000,000 Class A2 Asset Backed Floating Rate Notes due 2035 (the "Class A2 Notes"), the 50,000,000 Class A3 Asset Backed Floating Rate Notes due 2035 (the "Class A3 Notes"), the 88,800,000 Class A4 Asset Backed Floating Rate Notes due 2035 (the "Class A4 Notes" and, together with the Class A1 Notes, the Class A2 Notes and the Class A3 Notes, the "Class A Notes"), the 259,100,000 Class M Asset Backed Floating Rate Notes due 2035 (the "Class M Notes") and the 64,870,761 Class Z Asset Backed Floating Rate Note due 2035 (the "Class Z Note") of SINEPIA D.A.C. (the "Issuer") are together referred to hereafter as the "Notes". The Notes will be issued on 8 August 2016 (the "Closing Date"). The issue price of each class of the Notes is 100 per cent. of their principal amount. Interest on the Notes is payable on 18 October 2016 and thereafter quarterly in arrear on the 18th day of January, April, July and October in each year (adjusted in accordance with the Modified Following Business Day Convention). Interest on the Notes is payable in respect of each Interest Period at an annual rate equal to the sum of the European Interbank Offered Rate ("EURIBOR") for three month euro deposits except for the first Interest Period when the applicable EURIBOR will be the interpolated rate for one month and three month euro deposits plus a margin of 1.85 per cent. per annum in relation to the Class A1 Notes, 1.85 per cent. per annum in relation to the Class A2 Notes, 1.85 per cent. per annum in relation to the Class A3 Notes, 1.85 per cent. per annum in relation to the Class A4 Notes, 3.00 per cent. per annum in relation to the Class M Notes and 5.00 per cent. per annum in relation to the Class Z Note. This document comprises a prospectus for the purpose of Directive 2003/71/EC, as amended, to the extent that such amendments have been implemented in the relevant member state of the European Economic Area (the "Prospectus Directive"). The Central Bank of Ireland (the "Central Bank") has approved this Prospectus as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc (the "Irish Stock Exchange") for the Notes to be admitted to the official list of the Irish Stock Exchange (the "Official List") and to trading on its regulated market. References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to the Official List and to trading on the Irish Stock Exchange's regulated market. Particulars of the dates of, parties to and general nature of each document to which the Issuer is a party are set out in various sections of this Prospectus. Ratings are expected to be assigned to the Notes by Standard & Poor's Credit Market Services Europe Limited ("S&P") and Fitch Ratings Limited ("Fitch" and, together with S&P, the "Rating Agencies") as set out below on or before the Closing Date: Class A1 Notes... B-sf BB(sf) Class A2 Notes... B-sf BB(sf) Class A3 Notes... B-sf BB(sf) Class A4 Notes... B-sf BB(sf) Class M Notes... Unrated Unrated Class Z Note... Unrated Unrated The ratings reflect the views of the Rating Agencies and are based on the Receivables, the security therefor and the structural features of the transaction. The ratings assigned by S&P and Fitch address the likelihood of: timely payment of interest due to the Noteholders on each Interest Payment Date; and full payment of principal due to Noteholders by a date that is not later than the Final Maturity Date. As of the date hereof, each of Fitch and S&P is established in the European Union and registered under Regulation (EC) No 1060/2009, as amended, of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the "CRA Regulation"). Fitch S&P - i -

2 A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by any one or all of the Rating Agencies. National Bank of Greece S.A. ("NBG"), will undertake to the Issuer that it will retain, on an ongoing basis, a material net economic interest of at least 5 per cent. in the securitisation in accordance with each of Article 405 of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms (the "Capital Requirements Regulation" or the "CRR") and Article 51 of Regulation (EU) No 231/2013 of the European Parliament and of the Council of 19 December 2012 (the "Alternative Investment Fund Managers Regulation" or the "AIFMR") and Article 254(2) of the Commission Delegated Regulation (EU) 2015/35 of 10 October 2014 supplementing Directive 2009/138/EC of the European Parliament and of the Council on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (the "Solvency II Delegated Act") (which, in each case, does not take into account any corresponding national measures) (the "Retention Requirement"), to the extent of the requirements under the above regulations and in each case as they are interpreted and applied on the Closing Date (and in the case of AIFMR, taking into account Article 56 of the AIFMR). In order to satisfy the Retention Requirement on the Closing Date, NBG will purchase and thereafter hold an interest in the first loss tranche, in this case the Class Z Note (the "Retention Notes"), as required by Article 405 of the CRR, Article 51 of the AIFMR and Article 254(2) of the Solvency II Delegated Act. Any change to the manner in which such interest is held will be notified to investors. Particular attention is drawn to the section herein entitled "Risk Factors". HSBC Bank plc Joint Arrangers National Bank of Greece S.A. The date of this Prospectus is 3 August ii -

3 The Notes The Notes will be direct and limited recourse obligations of the Issuer secured by certain assets of the Issuer. Payments on the Notes will be made in euro after deduction for or on account of income taxes (including withholding taxes) or other taxes. The Notes will not provide for additional payments by way of gross-up in the case that interest payable under the Notes is or becomes subject to income taxes (including withholding taxes) or other taxes (see "Principal Features Of The Notes Withholding Taxes"). The Notes will be redeemed at their Principal Amount Outstanding on the Final Maturity Date to the extent not previously redeemed. The Notes will be subject to mandatory redemption in whole or in part on each Interest Payment Date on which the Issuer has funds available for redeeming Notes in such class as calculated on the related Calculation Date (see "Principal Features of the Notes"). Both prior to and after the delivery of an Enforcement Notice, payments of principal on the Notes will be made sequentially by redeeming all principal due on the Class A Notes and thereafter by redeeming all principal due on the Class M Notes and thereafter by redeeming all principal due on the Class Z Note in accordance with the relevant Payments Priorities. The Notes will be subject to optional redemption (in whole but not in part) at their Principal Amount Outstanding together with accrued interest at the option of the Issuer on any Interest Payment Date following the occurrence of certain tax changes concerning, inter alia, the Issuer, the Receivables and/or the Notes. The Notes will also be subject to mandatory redemption in part following exercise of the Seller Defaulted Call Option which allows the Seller to provide notice to the Issuer to purchase and have assigned to it such Defaulted Receivables as are specified in such notice. In addition, the Notes are also subject to mandatory redemption in whole following exercise of the Seller Call Option which allows the Seller (following the occurrence of the fourth Interest Payment Date) to provide notice to the Issuer to purchase and have assigned to it the Portfolio on the next Interest Payment Date. The source of funds for the payment of principal and interest and other amounts due on the Notes will be the principal, interest and other payments which the Issuer will be entitled to receive (and retain net of tax) under a portfolio of Greek law-governed loans advanced or, in the case of bond loans, subscribed, in whole or in part, by National Bank of Greece S.A. to borrowers comprising small and medium-scale enterprises or, in certain cases, individual professionals in Greece (the "Borrowers") for the purpose of, inter alia, financing working capital requirements and/or the acquisition of assets (the "Receivables"). These Receivables will be sold to the Issuer by National Bank of Greece S.A. Each class of the Notes will initially be represented by a temporary global note in bearer form, without coupons or talons, which is expected to be deposited with a common safekeeper for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking Sociėtė anonyme, Luxembourg (Clearstream, Luxembourg and collectively, the "ICSD") on or about the Closing Date. Each such Temporary Global Note will be exchangeable 40 days after the later of the Closing Date and the commencement of the offering of the Notes upon certification of non-u.s. beneficial ownership for interests in a permanent global note in bearer form, without coupons or talons, for the relevant Class of Notes which will also be deposited with a common safekeeper for Euroclear and Clearstream, Luxembourg. The Notes are intended to be held in a manner which will allow for Eurosystem eligibility. This means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper. This 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. Responsibility Statements The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This statement does not - iii -

4 prejudice any liability which may arise under Irish law. The Issuer further confirms that this Prospectus contains all information which is material in the context of the issue of the Notes, that such information contained in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and the intentions expressed in it are honestly held by it and that there are no other facts the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect and all proper enquiries have been made to ascertain and to verify the foregoing. Where information has been sourced from a third party, the Issuer confirms that this information has been accurately reproduced and that as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Issuer accepts responsibility accordingly and the Issuer has confirmed to the Joint Arrangers that the Issuer accepts such responsibility. National Bank of Greece S.A. in its capacity as Seller, Servicer and Issuer Collection Account Bank accepts responsibility for the information in this document relating to itself, the description of its rights and obligations and all information relating to the Receivables to be transferred by itself, the Receivables Securitisation Deed, the Greek Transfer and Assignment Agreement, the Servicing Agreement and all information relating to the Portfolio and all information relating to the Receivables in any Servicer's Report (together the "NBG Information") and such NBG Information is in accordance with the facts and does not omit anything likely to affect the import of such information. NBG does not accept any responsibility for any other information contained in this Prospectus. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by NBG as to the accuracy or completeness of any information contained in this Prospectus (other than the NBG Information) or any other information supplied in connection with the Notes or their distribution. None of the Joint Arrangers, the Agents or the Trustee makes any representation, warranty or undertaking, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Prospectus or part thereof or any other information provided by the Issuer in connection with the Notes. None of the Joint Arrangers, the Agents or the Trustee accepts any liability in relation to the information contained in this Prospectus or any other information provided by the Issuer in connection with the Notes. Each potential purchaser of Notes should determine the relevance of the information contained in this Prospectus or part hereof and the purchase of Notes should be based upon such investigation as each purchaser deems necessary. None of the Joint Arrangers, the Agents or the Trustee undertakes or shall undertake to review the financial condition or affairs of the Issuer nor to advice any investor or potential investor in the Notes of any information coming to the attention of the Joint Arrangers, the Agents or the Trustee. The Notes will be obligations solely of the Issuer and will not be obligations of, and will not be guaranteed by, and will not be the responsibility of, any other entity. In particular, the Notes will not be the obligations of, and will not be guaranteed by any other Transaction Party. The Prospectus will be filed with the Irish Companies Registration Office in accordance with Regulation 38(1) of the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) of Ireland. The Issuer is not and will not be regulated by the Central Bank as a result of issuing the Notes. Any investment in the Notes does not have the status of a bank deposit and is not within the scope of the deposit protection scheme operated by the Central Bank. Financial Condition of the Issuer Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date of this Prospectus. Selling Restrictions Summary This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Joint Arrangers or any other Transaction Party to subscribe for or purchase any of the Notes and this document may not be used for or in connection with an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. - iv -

5 The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions is restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Arrangers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of the Notes and on distribution of this Prospectus and other offering material relating to the Notes, see "Subscription And Sale" herein. Representations about the Notes No person has been authorised to give any information or to make any representations, other than those contained in this Prospectus, in connection with the issue and sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the directors of the Issuer, the Cash Manager, the Trustee, the Seller or the Joint Arrangers. No action has been taken by the Issuer or the Joint Arrangers other than as set out in this Prospectus that would permit a public offer of the Notes in any country or jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus (nor any part hereof) nor any prospectus, form of application, advertisement or other offering materials may be issued, distributed or published in any country or jurisdiction except in circumstances that will result in compliance with applicable laws, orders, rules and regulations, and the Issuer and the Joint Arrangers have represented that all offers and sales by them have been made on such terms. Each person receiving this Prospectus shall be deemed to acknowledge that (i) such person has not relied on the Joint Arrangers or any person affiliated with the Joint Arrangers in connection with its investigation of the accuracy of such information or its investment decision, and (ii) no person has been authorised to give any information or to make any representation concerning the Notes offered hereby except as contained in this Prospectus, and, if given or made, such other information or representation should not be relied upon as having been authorised by the Issuer or the Joint Arrangers. If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of securities and the income from them can go down as well as up. Currency In this Prospectus, unless otherwise specified, references to " ", "EUR", "Euro" or "euro" are to the lawful currency of the member states of the European Union participating in Economic and Monetary Union as contemplated by the Treaty. Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. Interpretation References in this Prospectus to "Greece" or the "Greek State" are to the Hellenic Republic and all references to the "Government" are to the government of the Hellenic Republic. Capitalised terms used in this Prospectus, unless otherwise indicated, have the meanings set out in this Prospectus and, in particular in the Conditions. An index of defined terms used in this Prospectus appears on pages 141 to 144. A reference to a "Condition" or the "Conditions" is a reference to a numbered Condition or Conditions set out in the "Terms and Conditions of the Notes" below. The language of this Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. - v -

6 CONTENTS Page RISK FACTORS... 1 THE PARTIES PRINCIPAL FEATURES OF THE NOTES OVERVIEW OF THE TRANSACTION Section A The Portfolio, Portfolio Purchase and Servicing Section B Establishment of Accounts, credit and transfer of Collections and establishment of the Reserve Funds Section C Payment of Issuer Expenses Section D Payments from the Issuer Transaction Account and Calculation of Available Funds PAYMENTS PRIORITIES STRUCTURE CHART DESCRIPTION OF THE ISSUER THE SELLER AND ISSUER COLLECTION ACCOUNT BANK THE AGENT BANK, THE PRINCIPAL PAYING AGENT AND THE ISSUER ACCOUNTS BANK 65 OVERVIEW OF CERTAIN TRANSACTION DOCUMENTS USE OF PROCEEDS CHARACTERISTICS OF THE RECEIVABLES SUMMARY OF THE SECURITISATION PROVISIONS OF LAW SUMMARY OF PROVISIONS RELATING TO NOTES IN GLOBAL FORM TERMS AND CONDITIONS OF THE NOTES TAXATION SUBSCRIPTION AND SALE GENERAL INFORMATION INDEX OF DEFINED TERMS

7 RISK FACTORS The following is a summary of certain aspects of the Notes, the Issuer, the Portfolio and the Seller of which prospective Noteholders should be aware. This summary is not intended to be exhaustive and prospective Noteholders should read the detailed information set out in this document and reach their own views prior to making any investment decision. General risk factors relating to the Notes Liability under the Notes The Notes are an obligation of the Issuer only and do not establish any liability or other obligation of any other person mentioned in this Prospectus including but not limited to the Transaction Parties. None of the Transaction Parties (other than the Issuer) or any other person has assumed any obligation in case the Issuer fails to make a payment due under any of the Notes. No holder of any Notes will be entitled to proceed directly or indirectly against any of the other Transaction Parties. General Investment Considerations The ability of the Issuer to meet its payment obligations under the Notes will be dependent primarily on receipts of interest and principal in respect of the Receivables. However, there can be no assurance that such receipts will be sufficient and that the Noteholders will receive the full amounts payable at any time by the Issuer under the Notes or that they will receive any return on their investment in the Notes. Prospective investors are therefore advised to review this entire Prospectus carefully and should consider, among other things, the risk factors set out in this section before deciding whether to invest in the Notes. Except as is otherwise stated below, such risk factors are generally applicable to all Classes of Notes, although the degree of risk associated with each Class of Notes will vary in accordance with the position of such Class of Notes in the Payments Priorities. In particular, all payments of interest, and all payments of principal in respect of the Class A Notes are higher in the Pre-Enforcement Payments Priorities than those in respect of the Class M Notes, which in turn are higher in the Pre-Enforcement Payments Priorities than those in respect of the Class Z Note. Neither the Joint Arrangers nor the Trustee undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of the Joint Arrangers or the Trustee which is not included in this Prospectus. Limited Recourse Nature of the Notes The Notes will be limited recourse obligations solely of the Issuer and therefore the Noteholders will have a claim under the Notes against the Issuer only to the extent of the assets which are derived from cashflows generated by the Portfolio and any other amounts paid to the Issuer pursuant to the Transaction Documents, subject to the payment of amounts ranking in priority to payment of amounts due in respect of the Notes. If there are insufficient assets available to the Issuer to pay in full all principal, interest and other amounts due in respect of the Notes at the Final Maturity Date or upon acceleration following delivery of an Enforcement Notice or upon mandatory early redemption in part or in whole as permitted under the Conditions, then the Noteholders will have no further claim against the Issuer in respect of any such unpaid amounts and such unpaid amounts shall be deemed to be discharged in full and any relevant payment shall be deemed to cease. None of the Noteholders, the Trustee or the other Secured Creditors (nor any other person acting on behalf of any of them) shall be entitled at any time to institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, examinership, reorganisation, suspension of payments, composition with creditors, arrangement, insolvency, winding-up or liquidation proceedings or other proceedings under any applicable bankruptcy or similar law in connection with any obligations of the Issuer relating to the Notes, the Trust Deed or otherwise owed to the Secured Creditors, save for lodging a claim in the liquidation of the Issuer which is initiated by another non-affiliated party or taking proceedings to obtain a declaration or judgment as to the obligations of the Issuer. None of the Noteholders, the Trustee or the other Secured Creditors (nor any other person acting on behalf of any of them) shall have any recourse against any director, shareholder, or officer of the Issuer in respect of any obligations, covenants or agreement entered into or made by the Issuer in respect of the Notes and the Transaction Documents and under any other related document or agreement to which it is a - 1 -

8 party, or for the payment by the Issuer of any other obligation or claim of or against the Issuer arising out of or based on the Notes and the Transaction Documents or any other related document or agreement to which it is a party except to the extent that any such person acts in bad faith or is negligent or is wilfully in default in the context of its obligations. None of the Transaction Parties or any other person has assumed any obligation if the Issuer fails to make a payment due under any of the Notes. Suitability Prospective purchasers of the Notes of any Class should ensure that they understand the nature of such Notes and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in such Notes and that they consider the suitability of such Notes as an investment in light of their own circumstances and financial condition. Absence of a Secondary Market There can be no assurance that there is an active and liquid secondary market for any of the Notes and no assurance is provided that a secondary market for the Notes will develop or, if a secondary market does develop, that it will provide the holders of such Notes with liquidity of investment or that it will continue for the life of the Notes. Consequently, any purchaser of the Notes must be prepared to hold the Notes until final redemption or earlier application in full of the proceeds of enforcement of the Security by the Trustee. The market price of the capital in the Notes could be subject to fluctuation in response to, among other things, variations in the value of the Receivables, the market for similar securities, prevailing interest rates, changes in regulation and general market and economic conditions. Moreover, at the date of this Prospectus, the secondary market for asset-backed securities in general is experiencing disruptions resulting from reduced investor demand for such securities. At times this has had a material adverse impact on the market value of asset-backed securities and resulted in the secondary market for asset-backed securities similar to the Notes experiencing limited liquidity. Limited liquidity in the secondary market may have an adverse effect on the market value of asset-backed securities, especially those securities that are more sensitive to prepayment, credit or interest rate risk and those securities that have been structured to meet the requirements of limited categories of investors. Whilst central bank schemes (including the European Central Bank's monetary policy operations) provide an important source of liquidity in respect of eligible securities, recent changes to the relevant eligibility criteria have reduced the range of asset-backed securities that can constitute eligible collateral for such schemes. Such eligibility criteria in their current form are likely to adversely affect secondary market liquidity for asset-backed securities in general. The Notes are subject to certain transfer restrictions (see "Subscription and Sale") and in addition can be transferred by the Initial Purchaser only on receiving the prior written consent of the Joint Arrangers. Such restrictions on the transfer of the Notes may further limit their liquidity. Economic conditions in the Eurozone Concerns relating to credit risk (including that of sovereigns and of those entities which have exposure to sovereigns), despite easing in some Member States recently, remain significant throughout the Eurozone. In particular, concerns have been raised with respect to continuing economic, monetary and political conditions in the Eurozone. If such concerns do not ease further and/or such conditions further deteriorate (including as may be demonstrated by any relevant credit rating agency action, any default or restructuring of indebtedness by one or more Member States or institutions and/or any changes to, including any break up of, the Eurozone), then these matters or uncertainty regarding the political stability in Greece or any other Member State may cause further severe stress in the financial system generally. Given the current uncertainty and the range of possible outcomes, no assurance can be given as to the impact of any of the matters described above and, in particular, no assurance can be given that such matters would not adversely affect the rights of the Noteholders, the market value of the Notes and/or the ability of the Issuer to satisfy its obligations under the Notes

9 Exit of the United Kingdom from the European Union On 23 June 2016 the United Kingdom voted to leave the European Union in a referendum (the "Brexit Vote"). At this stage both the terms and the timing of the UK's exit from the EU are unclear, and it is not currently possible to predict whether or not the Issuer's ability to make payments in respect of the Notes will be adversely affected as a consequence of the Brexit Vote. Ratings are Not Recommendations There is no obligation on the part of any of the Transaction Parties (other than the Issuer Accounts Bank) to maintain any rating for itself or the Notes. None of the Transaction Parties (other than the Issuer) or any other person has assumed any obligation in case the Issuer fails to make a payment due under any of the Notes. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Each securities rating should be evaluated independently of any other securities rating. In the event that the rating initially assigned to the Notes is subsequently lowered, withdrawn or qualified for any reason, no person will be obliged to provide any credit facilities or credit enhancement to the Issuer for the original rating to be restored. Any such lowering, withdrawal or qualification of a rating may have an adverse effect on the liquidity and market price of the Notes. The Rating Agencies rating of any Class A Notes addresses the likelihood that the Class A Noteholders will receive timely payments of interest and ultimate repayment of principal. The rating of "AAA" is the highest rating that S&P assigns to notes and the rating of "AAA" is the highest rating that Fitch assign to notes. The rating of BB is the highest rating that S&P assigns and the rating of B- is the highest rating that Fitch assigns to notes issued out of Greece due to the applicable ceiling in relation to the sovereign rating of Greece. The Issuer notes that the Class A Notes have been assigned a rating of BB(sf) by S&P and a rating of B-sf by Fitch. The Rating Agencies' ratings take into consideration the characteristics of the Receivables and the structural, legal and tax aspects associated with the Notes. However, the ratings assigned to the Notes do not represent any assessment of the likelihood or rate of principal prepayments. The ratings do not address the possibility that the Noteholders might suffer a lower than expected yield due to prepayments. The Rating Agencies' ratings address the expected loss posed to investors by the Final Maturity Date. The structure of the transaction allows for timely payment of interest and ultimate payment of principal at par on or before the Final Maturity Date. The Rating Agencies' ratings address only the credit risks associated with the transaction. Other non-credit risks have not been addressed but may have a significant effect on yield to investors. The Issuer has not requested a rating of the Notes by any rating agency other than the Rating Agencies; there can be no assurance, however, as to whether any other rating agency will rate the Notes or, if it does, what rating would be assigned by such other rating agency. The rating assigned by such other rating agency to the Notes could be lower than the respective ratings assigned by the Rating Agencies. Change in Law The structure of the transaction described in this Prospectus and, inter alia, the issue of the Notes and the ratings assigned to the Notes are based on law, tax rules, rates and procedures, and administrative practice in effect at the date of this document. No assurance can be given that there will be no change to such law, tax rules, rates, procedures or administrative practice after the date of this Prospectus which change might have an adverse impact on the Notes and the expected payments of interest and repayment of principal in respect of the Notes. Limited Resources of the Issuer The ability of the Issuer to meet its obligations under the Notes will be directly or indirectly dependent primarily upon the receipt by it of principal and interest from the Borrowers in respect of the Receivables. Other than the foregoing, any amount standing to the credit of the Cash Reserve Fund, the Commingling Reserve Fund and the Set-Off Reserve Fund (which may be deployed under certain circumstances as described in this Prospectus) and any interest earned by the Issuer in respect of the Issuer Accounts and the Collection Account, the Issuer is not expected to have any other funds available to it to meet its - 3 -

10 obligations under the Notes and/or any other payment obligation ranking in priority to, or pari passu with, the Notes. Upon enforcement of the security for the Notes, the Trustee or any receiver and the Noteholders will have recourse only to the Receivables, the Related Security and to any other assets of the Issuer (excluding its share capital and all monies from time to time standing to the credit of the Issuer Domestic Account) then in existence as described in this Prospectus. If the resources described above do not or cannot provide the Issuer with sufficient funds to make required payments on the Notes, no other assets of the Issuer or of any other person will be available for the payment of the shortfall in the amount of the required payments and the Issuer may not be able, after making the payments ranking in priority thereto, to repay in full the principal amount of the Notes of one or more classes, or to pay in full the interest accrued due and payable on the Notes or one or more classes. Claims of Creditors of the Issuer other than Noteholders Pursuant to the Security Deed and by operation of the Greek Law Security, the Issuer will create the Security over all of its assets (excluding its share capital and all monies from time to time standing to the credit of the Issuer Domestic Account). The Issuer does not and will not have any significant assets other than its rights in respect of the Receivables, the Issuer Accounts and its rights under the Transaction Documents (the "Issuer's Assets"). Both before and after an Insolvency Event in relation to the Issuer, amounts deriving from the Issuer's Assets will be available for the purposes of satisfying the Issuer's obligations to the Secured Creditors in priority to the Issuer's obligations to any other creditor. Pursuant to the Trust Deed, the Security Deed, the Cash Management Agreement and the Conditions the claims of certain other creditors will rank senior to the claims of the Noteholders by virtue of the relevant priority of payments agreed to therein. To this extent the Noteholders and certain other affected creditors have accepted that their rights in respect of payment by the Issuer of amounts owed to them under the Transaction Documents will be arranged in accordance with such priority of payments. Pursuant to the Security Deed, the Trustee alone will be empowered to enforce the Security and to direct the Issuer to deal with the Issuer's Receivables. Enforcement of Security The terms on which the Security for the Notes will be held will provide that, after the delivery of an Enforcement Notice, payments will rank in order of priority set out under the heading "Payments Priorities Post-Enforcement Payments Priorities". In the event that the Security for the Notes is enforced, no amounts will be paid in respect of any Class of Notes until all amounts owing in respect of any Class of Notes ranking in priority to such Notes (if any) and any other amounts ranking in priority to payments in respect of such Notes have been paid in full. Liquidity and Credit Risk for the Issuer The Issuer will be subject to the risk of delays in the receipt, or risk of defaults in the making, of payments due from Borrowers in respect of the Receivables. There can be no assurance that the levels or timeliness of payments of Collections and recoveries received from the Receivables will be adequate to ensure timely fulfilment of the Issuer's obligations in respect of the Notes on each Interest Payment Date or on the Final Maturity Date. This risk is mitigated to some extent by the Cash Reserve Fund which is established for credit enhancement purposes (see "Overview of the Transaction Establishment of Accounts, credit and transfer of Collections and establishment of the Reserve Funds"). No assurance can be made, however, as to the effectiveness of the Cash Reserve Fund or that it will protect the Noteholders from all risk of loss. Withholding Taxes Should any withholding or deduction for or on account of any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government or state with authority to tax or any political subdivision or any authority thereof or therein having power to tax be required to be made from any payment in respect of the Notes (as to which, in relation to the Republic of Ireland and Greece, see "Taxation" below), neither the Issuer, the Trustee nor any Paying Agent will be obliged to make any additional payments to Noteholders, Couponholders or Receiptholders to - 4 -

11 compensate them for the reduction in the amounts that they will receive as a result of such withholding or deduction. Floating Charge The Security includes a floating charge over the assets and revenues of the Issuer not otherwise charged or assigned under the Security Deed (excluding its share capital and all monies from time to time standing to the credit of the Issuer Domestic Account). This floating charge may not be recognised as an effective security interest other than in England and Ireland. However, the covenants given by the Issuer in the Master Framework Agreement will (i) restrict the Issuer from creating any security other than those created pursuant to the Transaction Documents, (ii) restrict the business activities of the Issuer and (iii) restrict the Issuer from having a place of business outside its jurisdiction of incorporation. Fixed charges may take effect under English law as floating charges The governing law of the Security Deed is English law. The law in England and Wales relating to the characterisation of fixed charges is unsettled. The fixed charges purported to be granted by the Issuer under the Security Deed (other than by way of assignment in security) may take effect under English law as floating charges if, for example, it is determined that the Trustee does not exert sufficient control over the Charged Property. No independent investigation in relation to the Receivables and reliance on the Seller's Representations and Warranties None of the Issuer, the Joint Arrangers or any other party to the Transaction Documents (other than the Seller) has undertaken or will undertake any investigation, searches or other actions to verify the details of the Portfolio sold by the Seller to the Issuer, nor has any such party undertaken, nor will any of them undertake, any investigations, searches or other actions to establish the creditworthiness of any Borrower. None of the Issuer, the Joint Arrangers or any other party to the Transaction Document (other than the Seller) has carried out any due diligence in respect of the Loan Documentation under which the Receivables arise in order to, without limitation, ascertain whether or not such agreements contain provisions limiting the transferability of the Receivables. If any of the Receivables fails to comply with any of the Seller Asset Warranties, is either not capable of remedy or is not remedied within the required timeframe and which could have a material adverse effect on the relevant Receivable or the failure in question is in relation to the Eligibility Criteria or Substitution Criteria (regardless of it having a material adverse effect on the relevant Receivable), the Seller shall, pursuant to the terms of the Receivables Securitisation Deed, be required to repurchase such Receivable from the Issuer for an amount equal to the Principal Outstanding Balance of such Receivable plus any accrued but unpaid interest together with all other amounts due in respect of such Receivable or, in certain circumstances, subject to the satisfaction of the Substitution Criteria, substituting or procuring the substitution of a Substitute Receivable. The Seller is also liable for any losses or damages suffered by the Issuer as a result of any breach or inaccuracy of the representations and warranties given in relation to itself or its entering into any of the Transaction Documents. The Issuer's rights arising out of breach or inaccuracy of the representations and warranties are however unsecured and, consequently, a risk of loss exists if a Seller Asset Warranty is breached and the Seller is unable to repurchase the relevant Receivable or, as applicable, procure the substitution of such Receivable with a Substitute Receivable subject to the satisfaction of the Substitution Criteria. Limited Liquidity of the Receivables on liquidation of Issuer In the event of the liquidation of the Issuer, the assets of the Issuer, including the Receivables, may be realised by the Issuer at a value agreed between the Issuer and the relevant purchaser of such assets. The amount realised by the Issuer in respect of the transfer of its assets to a purchaser in such circumstances may not be sufficient to redeem all of the Notes in full at their then Principal Amount Outstanding together with any accrued interest. In addition, the Issuer may not be able to sell its assets to a third party as there is not, at present, an active and liquid secondary market for Receivables of this type in Greece

12 Weighted Average Lives of the Notes The life of the Notes will depend on, among other things, the amount and timing of payment of principal (including prepayments, sale proceeds arising on enforcement of a Receivable and repurchases due to breaches of representations and warranties or following a Material Amendment (in each case where the Seller is unable to procure the substitution of the relevant Receivable with a Substitute Receivable)) in relation to a Receivable. Upon any early payment by the Borrowers in respect of the Receivables the principal repayment of the Notes may be earlier than expected, meaning Noteholders may hold their Notes for a shorter period of time than originally anticipated. In such circumstances, no assurance can be given that Noteholders would be able to source alternative investments to the Notes. The rate of prepayment of Receivables cannot be predicted and is influenced by a wide variety of economic and other factors, including prevailing interest rates, the economic circumstances of the Borrowers, the availability of alternative financing and local and regional economic conditions. Therefore, no assurance can be given as to the level of prepayment that the Portfolio will experience. Prepayment due to exercise of Seller Call Option Under the terms of the Receivables Securitisation Deed, the Issuer has granted to the Seller the Seller Call Option. Pursuant to the Seller Call Option, the Seller may, after the fourth Interest Payment Date, exercise an option to purchase, and have assigned to it, the Portfolio and all rights attaching thereto in full on the next Interest Payment Date by giving notice to the Issuer of not more than 70 days and not less than 40 days of such exercise. Such purchase will be in an amount equal to the aggregate Principal Outstanding Balance plus accrued but unpaid interest relating to the Portfolio on such Interest Payment Date provided that the Seller will only purchase the Portfolio on such Interest Payment Date if the Available Funds will be sufficient for the Issuer to discharge all his liabilities in respect of the Notes and any amounts to be paid pari passu with or in priority to the Notes according to the relevant Payments Priorities on such Interest Payment Date. On receipt by the Issuer of the Seller's notice of the exercise of the Seller Call Option, the Issuer will redeem all of the Notes at their Principal Amount Outstanding together with accrued interest on the next Interest Payment Date subject to, amongst other things, the Issuer having given not more than 60 and not less than 30 days' notice to the Trustee and the Noteholders of its intention to redeem all of the Notes. As a result, the Noteholders are subject to the prepayment risk in respect of their investment in the Notes due to the exercise by the Seller of the Seller Call Option. Deferral of interest payments on the Class M Notes and the Class Z Note If, on any Interest Payment Date, the Issuer has insufficient funds to make payment in full of all amounts of interest (including any accrued interest thereon) payable in respect of any Class of Notes (other than the Class A Notes), after having paid or provided for items of higher priority in the Pre-Enforcement Payments Priorities, then that amount shall not be due and payable and the Issuer will be entitled under Condition 7 (Interest) to defer payment of that amount (to the extent of the insufficiency) until the following Interest Payment Date or such earlier date as interest in respect of the relevant Class of Notes becomes immediately due and repayable in accordance with the Conditions and it shall not constitute an Event of Default. To the extent that there are insufficient funds on the following Interest Payment Date or such earlier date as interest in respect of the relevant Class of Notes is scheduled to be paid in accordance with the Conditions, the deferral of interest shall continue until the Final Maturity Date. However, if there is insufficient money available to the Issuer to pay interest on any Class of Notes, then the relevant Noteholders may not receive all interest amounts. Issuer reliance on other third parties The Issuer is party to contracts with a number of other third parties who have agreed to perform services in relation to the Notes. In particular, but without limitation, the Corporate Services Provider has agreed to provide certain corporate services to the Issuer, the Issuer Accounts Bank has agreed to provide the Issuer Accounts to the Issuer, the Servicer has agreed to service the Portfolio, the Back-Up Servicer has agreed to replace the Servicer following the termination of the Servicer's appointment as Servicer, the Cash Manager has agreed to provide cash management services to the Issuer and the Principal Paying Agent has agreed to provide certain agency services to the Issuer in connection with the Notes. In the event that any of the above parties were to fail to perform their obligations under the respective agreements to which they are a party, payments on the Notes may be adversely affected

13 Reliance on Performance by Servicer The Issuer has engaged the Servicer to administer the Portfolio pursuant to the Servicing Agreement and has appointed the Back-Up Servicer to administer the Portfolio upon the Servicer ceasing to do so pursuant to the Back-Up Servicing Agreement. While each of the Servicer and the Back-Up Servicer is under contract to perform certain services under the Servicing Agreement there can be no assurance that it will be willing or able to perform in the future. In the event the appointment of the Servicer is terminated by reason of the occurrence of a Servicer Termination Event, there can be no assurance that the transition of servicing will occur without adverse effect on investors or that an equivalent level of performance on collections and administration of the Receivables can be maintained by any replacement of the Servicer as many of the servicing and collections techniques currently employed were developed by the Servicer. If the appointment of the Servicer is terminated in accordance with the provisions of the Servicing Agreement and the performance of the Services is assumed by the Back-Up Servicer in accordance with the terms of the Back-Up Servicing Agreement, the collection of payments on the Receivables and the provision of the Services could be disrupted during the transitional period in which the performance of the Services is transferred to the Back-Up Servicer. Any failure or delay in collection of payments on the relevant Receivables resulting from a disruption in the servicing of the Receivables could ultimately adversely affect payments of interest and principal on the Notes. A failure or delay in the performance of the Services, in particular reporting obligations, could adversely affect the payments of interest and principal on the Notes. The Servicer has no obligation itself to advance payments that Borrowers fail to make in a timely fashion. The Back-Up Servicer If the appointment of the Back-Up Servicer is terminated or if the Back-Up Servicer is unable to perform the Services following a Servicer Termination Event, there can be no assurance that a replacement backup servicer with sufficient experience of administering SME loan receivables with characteristics similar to the Receivables would be found who would be willing and able to service the Receivables. The ability of any entity acting as a substitute back-up servicer to fully perform the required services would depend, among other things, on the information, software and records available at the time of the appointment. Any delay or inability to appoint a substitute back-up servicer may adversely affect payments on the Receivables and hence the Issuer's ability to make payments when due on the Notes. The failure of the Back-Up Servicer to assume performance of the Services following the termination of the appointment of the Servicer as servicer in accordance with the Servicing Agreement could result in the failure or delay in collection of payments on the relevant Receivables and ultimately could adversely affect payments of interest and principal on the Notes. Similarly, if the Back-Up Servicer assumes performance of the Services as replacement Servicer, there can be no assurance that, if required, a replacement back-up servicer could be found. The Back-Up Servicer has no obligation itself to advance payments that Borrowers fail to make in a timely fashion. The Back-Up Servicer may be replaced by any other entity willing to assume such function, provided that the Issuer has received a Ratings Confirmation from the Rating Agencies, provided that the requirements of Law 3156 are fulfilled and provided further that Noteholders representing not less than 10 per cent. of the aggregate Principal Amount Outstanding of the Most Senior Class of Notes have not notified their objection within the relevant timeframe under Condition 16 (Additional Right of Modification). Change of Counterparties The parties to the Transaction Documents who receive and hold monies pursuant to the terms of such documents (such as the Issuer Accounts Bank) are required to satisfy certain criteria in order to continue to receive and hold such monies. These criteria include requirements in relation to the short-term, unguaranteed and unsecured ratings ascribed to such party by Fitch and S&P. If the party concerned ceases to satisfy the applicable criteria, including such ratings criteria, then the rights and obligations of that party may be required to be transferred to another entity which does satisfy the applicable criteria. In these circumstances, the terms agreed with the replacement entity may not be as favourable as those agreed with the original party pursuant to the Transaction Documents

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