1. HELLENIC REPUBLIC MINISTRY OF FINANCE Press Release For Immediate Release 24 February, 2012 Athens, Greece. The Ministerial Council of the Hellenic Republictoday approved the terms of invitations to be made to private sectorholders outside the United States of bonds issued or guaranteed by theRepublic and selected to participate in the exchange offers and/or consentsolicitations to be made by the Republic in furtherance of the 26 October2011 Euro Summit Statement and the 21 February 2012 EurogroupStatement, referred to as the Private Sector Involvement. The bondsinvited to participate in PSI (listed by series in Annex I) have an aggregateoutstanding face amount of approximately Euro 206 billion. The exchange offers and/or consent solicitations will permit privatesector holders to exchange bonds selected to participate in PSI for (i) newbonds to be issued by the Republic on the PSI settlement date having aface amount equal to 31.5% of the face amount of their exchanged bonds,(ii) European Financial Stability Facility notes with a maturity date of twoyears or less from the PSI settlement date and having a face amountequal to 15% of the face amount of their exchanged bonds, and (iii)detachable GDP-linked securities issued by the Republic having a notionalamount equal to the face amount of each holder’s new bonds. On the PSIsettlement date, the Republic will also deliver short-term EFSF notes indischarge of all unpaid interest accrued up to 24 February 2012 onexchanged bonds. The terms of the new bonds, GDP-linked securitiesand EFSF notes are summarized in Annex II. The consent solicitation relating to Greek-law governed bondsissued by the Republic prior to 31 December, 2011 (having an aggregateoutstanding amount of approximately Euro 177 billion) will seek theconsent of the affected holders to the amendment of these bonds inreliance on Law 4050/2012 (the Greek Bondholder Act) enacted by theGreek Parliament on 23 February 2012. The proposed amendmentsprovide for the redemption of the affected bonds in exchange for the PSIconsideration described above. Under the collective action procedures
2. introduced by the Greek Bondholder Act, the proposed amendments willbecome binding on the holders of all the Republic’s Greek-law governedbonds issued prior to 31 December 2011 identified in the act of theMinisterial Council approving the PSI invitations, if at least two thirds byface amount of a quorum of these bonds, voting collectively withoutdistinction by series, approve the proposed amendments. One half byface amount of all the Republic’s bonds subject to the collective actionprocedures will constitute a quorum for these purposes. The Republic willalso separately solicit consents in favour of equivalent amendments fromthe holders of its foreign-law governed bonds and its foreign-lawguaranteed bonds in accordance with the terms of those bonds. To satisfy regulatory requirements applicable in a number ofjurisdictions, the Republic will invite the holders of certain series of bondsto participate in the Republic’s exchange offer but not its consentsolicitation, and holders of the Republic’s Swiss-law governed bonds maynot exchange their bonds but will be solicited to consent to theiramendment. Holders will receive substantially the same considerationirrespective of whether they participate in the exchange offer and/or aconsent solicitation. The Republic also intends to invite holders in theUnited States of America to participate in a concurrent exchange offer andconsent solicitation on substantially the same terms. The Republic willnot, however, deliver any EFSF notes to holders in the United States ofAmerica, who will instead be paid the cash proceeds realized from thesale of the EFSF notes they would otherwise have received. The full terms of each invitation will be made available in electronicform only through www.greekbonds.gr. In order to participate in aninvitation, holders will need to comply with the procedures and offer anddistribution restrictions described in the Republic’s related invitationmemorandum available online at www.greekbonds.gr. The invitations will be subject to certain conditions, including afinancing condition and a minimum participation condition. Under thefinancing condition, the Republic will not proceed with any of thetransactions contemplated in the invitations unless it meets all of theconditions under the financing agreements entered into with the EFSF forthe Republic to be entitled to receive the EFSF notes, which include theapproval by EWG, at its absolute discretion, of such disbursements. In addition, unless bonds representing at least 90% of theaggregate face amount of all bonds selected to participate in PSI arevalidly tendered for exchange, the Republic will not be required to settleany of the exchanges. However, if the Republic receives consents to theproposed amendments that would result in at least 90% of the aggregateface amount of all bonds selected to participate in PSI (including bondstendered for exchange) being exchanged on the terms proposed by theRepublic, the Republic intends, subject to all other conditions being 2
3. satisfied and in consultation with its official sector creditors, to declare theproposed amendments effective and to complete the exchange of allbonds selected to participate in PSI that would be bound by the proposedamendments. If at least 75% but less than 90% of the aggregate face amount ofall bonds selected to participate in PSI are validly tendered for exchange,the Republic, in consultation with its official sector creditors, may proceedto exchange the tendered bonds without putting any of the proposedamendments into effect. However, if less than 75% of the aggregate faceamount of the bonds selected to participate in PSI are validly tendered forexchange, and the Republic does not receive consents that would enableit to complete the proposed exchange with respect to bonds selected toparticipate in PSI representing at least 75% of the aggregate face amountof all bonds selected to participate in PSI, the Republic will not proceedwith any of the transactions described above. Deutsche Bank AG, London Branch, and HSBC Bank plc havebeen appointed to act as Closing Agents for the invitations madeoutside the United States. Bondholder Communications Group LLCand Hellenic Exchanges, S.A. have been appointed to act as the jointInformation, Exchange and Tabulation Agent. * * * *No offer or invitation to acquire or exchange any securities is being made pursuant to thisannouncement in any jurisdiction. Nothing in this announcement constitutes an invitation toparticipate in any of the transactions referred to in this announcement which will only be madethrough an invitation memorandum made available by the Hellenic Republic. The terms andconditions of the transactions referred to in this announcement will be as set out in the relatedinvitation memorandum. Invitations to participate in the transaction referred to herein will only bemade to holders who are eligible to participate in accordance with all applicable laws and the offerand distribution restrictions included in the related invitation memorandum.This announcement does not constitute an offer of securities for sale in the United States, Australia,Canada or Japan or elsewhere by the Hellenic Republic or any other sovereign or any other entity.Any securities that are ultimately offered pursuant to the invitations referred to herein will not beregistered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not beoffered or sold in the United States or to U.S. persons absent registration or an exemption from theregistration requirements of the Securities Act. Any offer of securities will be made only by means ofan invitation memorandum made available by the Hellenic Republic to persons eligible to receive theinvitation memorandum and the offer of securities made therein.This announcement and the information contained herein may not be distributed or sent into theUnited States, and should not be distributed to United States persons or to publications with ageneral circulation in the United States. All dealers effecting transactions in the United States in anyof the securities delivered by the Hellenic Republic pursuant to an invitation memorandum may berequired to deliver a prospectus relating to such securities for 40 days after the settlement date. 3
4. This announcement is not an offer to exchange, or a solicitation to invest in, securities issued orguaranteed by the Hellenic Republic addressed to any investor resident or located in Switzerland.Investors located in Switzerland may deliver proxies in respect of the consent solicitation (but maynot participate in any exchange offer) to which this announcement relates in accordance with theprocedures described in the related invitation memorandum.This announcement is only being distributed to and is only directed at, and an invitationmemorandum may only be distributed directly or indirectly (i) in Austria to qualified investors, (ii) inBelgium to qualified investors acting for their own account, (iii) in France to persons licensed toprovide portfolio management investment services for the account of third parties and qualifiedinvestors investing for their own accounts, (iv) in the Grand Duchy of Luxembourg to qualifiedinvestors, (v) in Spain to qualified investors, (vi) in the United Kingdom to investment professionals,high net worth companies and any other person to whom this announcement may lawfully becommunicated under the laws of the United Kingdom.The distribution of this announcement in certain other jurisdictions may also be restricted by law.Persons into whose possession this announcement comes are required by the Hellenic Republic toinform themselves about and to observe any such restrictions. This announcement does not constitutean offer to buy or a solicitation of an offer to sell securities, and tenders of securities pursuant to thisannouncement will not be accepted by or on behalf of the Hellenic Republic. 4
7. ANNEX II Summary Terms of the New Bonds, GDP-linked Securities, EFSF Notes and Short Term EFSF Notes to be delivered by the Republic Summary Terms of the New Bonds and GDP-linked SecuritiesCo-Financing Holders of the New Bonds will be entitled to the benefit of, andAgreement will be bound by, a Co-Financing Agreement among, inter alios, the Republic, the New Bond Trustee and the European Financial Stability Facility (the “EFSF”) linking the New Bonds to the Republic’s loan from the EFSF of up to EUR30 billion in a variety of ways, including the appointment of a common paying agent, the inclusion of a turnover covenant and the payment of principal and interest on the New Bonds and the EFSF loan on the same dates and on a pro rata basis.Final maturity 2042Amortization Commencing on the 11th anniversary of the issue date.Coupon 2.0% per annum for payment dates in 2013, 2014 and 2015 3.0% per annum for payment dates in 2016, 2017, 2018, 2019 and 2020 3.65% per annum for payment date in 2021 4.3% per annum for payment dates in 2022 and thereafter Interest will accrue from 24 February 2012Accrued Interest Any accrued and unpaid interest (including additional amounts, if any) on exchanged bonds will be discharged by delivery of 6- month EFSF notes.Negative Pledge YesCollective Action The New Bonds will contain an aggregated collective actionClause clause based on the latest draft collective action clause published by the EU Economic and Financial Committee’s Sub-Committee on EU Sovereign Debt Markets.
8. Form Registered in the Book Entry System of the Bank of Greece.Listing Application will be made to list the New Bonds on the Athens Stock Exchange and the Electronic Secondary Securities Market (HDAT) operated by the Bank of Greece.Clearing All New Bonds will clear through the Bank of Greece (BOGs) clearing system.Taxation The Republic will gross up any payments that become subject to withholding for tax imposed by the Republic, subject to exceptions.GDP-linked Each participating holder will also receive detachable GDP-linkedSecurities Securities of the Republic with a notional amount equal to the face amount of the New Bonds received by that holder. The GDP- linked Securities will provide for annual payments beginning in 2015 of an amount of up to 1% of their notional amount in the event the Republic’s nominal GDP exceeds a defined threshold and the Republic has positive GDP growth in real terms in excess of specified targets.Governing Law English law 8
9. Summary Terms of the EFSF NotesIssuer European Financial Stability FacilityIssue Up to €30,000,000,000 to be issued in two separate series of €15,000,000,000 eachInterest 12 March 2012CommencementDateFinal maturity 12 March 2013 and 12 March 2014 respectively for each seriesInterest Basis Fixed Rate to be determined on the Issue DateIssue Price 100 per cent. of the Aggregate Nominal AmountForm Global Bearer Note deposited with Clearstream, FrankfurtListing LuxembourgAdmission to trading Application has been made by the EFSF (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the Luxembourg Stock ExchangeClearing The Notes will clear through Clearstream, FrankfurtGoverning Law English law 9
10. Summary Terms of the Short Term EFSF NotesIssuer European Financial Stability FacilityIssue Up to €5,500,000,000Final maturity Six monthsInterest Basis Zero CouponForm Global Bearer Note deposited with Clearstream, FrankfurtClearing The Notes will clear through Clearstream FrankfurtGoverning Law English law 10