Common use of Privatisation Clause in Contracts

Privatisation. Privatisation can help to make the economy more efficient and to reduce public debt. While the privatisation process has come to a standstill since the beginning of the year, the Government has now committed to proceed with an ambitious privatisation program and to explore all possibilities to reduce the financing envelope, through an alternative fiscal path or higher privatisation proceeds. To preserve the on-going privatisation process and maintain investor interest in key tenders, the Hellenic Republic commits to proceed with the on-going privatisation programme. The Board of Directors of the HRADF has already approved its Asset Development Plan (ADP) which includes for privatisation assets under HRDAF as of 31/12/2014. The implementation of this programme aims to generate annual proceeds (excluding bank shares) for 2015, 2016 and 2017 of EUR 1.4bn, EUR 3.7bn and EUR 1.3bn, respectively. As prior action, and to re-launch the privatisation programme the Government will adopt these measures: i. The authorities will endorse the Asset Development plan approved by HRADF on 30/7/2015. The ADP is attached to this Memorandum as annex and constitutes an integral part of this agreement. The ADP will be updated on a semi-annual basis and approved by HRADF; and the Cabinet or KYSOIP will endorse the plan; ii. The Government and HRADF will announce binding bid dates for Piraeus and Thessaloniki ports of no later than end-October 2015, and for TRAINOSE ROSCO, with no material changes in the terms of the tenders; iii. The authorities will take irreversible steps for the sale of the regional airports at the current terms with the winning bidder already selected; iv. The authorities will conclude around 20 selected pending actions identified by HRADF. The Government commits to facilitate the privatization process and complete all needed Government actions to allow tenders to be successfully executed. In this respect it will complete all actions needed as agreed on a quarterly basis between HRADF, the institutions and the Government. The List of Government Pending Actions has been approved by the Board of Directors of the Hellenic Republic Asset Development Fund and is attached to this Memorandum as an Annex and constitutes an integral part of this agreement. In line with the statement of the Euro Summit of 12 July 2015, a new independent fund (the “Fund”) will be established and have in its possession valuable Greek assets. The overarching objective of the Fund is to manage valuable Greek assets; and to protect, create and ultimately maximize their value which it will monetize through privatisations and other means. The Fund would be established in Greece and be managed by the Greek authorities under the supervision of the relevant European Institutions. The Fund is expected to fulfil its objective by adhering to international best practices in terms of governance, oversight and transparency of reporting standards, and compliance. By October 2015 the authorities shall appoint an independent Task Force to identify options and prepare recommendations on the operational goals, structure and governance of the Fund to be created. The Task Force would report by December 2015, and the government, in agreement with the institutions, will take steps to implement the recommendations by March 2016 (key deliverable). The mandate and composition of the Task Force would be drawn up by the authorities, in agreement with the European Institutions and in consultation with the Eurogroup. The authorities may request technical assistance on this matter. The mandate of the Task Force will include: 1. Identifying the possible assets which could be part of a new Fund and the best options for their monetization: particular attention would be paid to extracting value from the real estate assets of the Hellenic Republic including those already held by ETAD. 2. Identifying appropriate governance arrangements of the new Fund, including whether there should be specific sub-entities for different types of assets within the Fund drawing upon, where relevant, the experiences of entities such as Hellenic Republic Asset Development Fund (HRADF) and ETAD; whether such existing entities would be reformed and maintained separate to the Fund, terminated upon conclusion of their mandate, or absorbed into the new Fund. 3. Putting forward a proposal for the transition to the new Fund to ensure continuity from the previous arrangements, including the possible transfer of assets within the Asset Development Plan. 4. According to the Euro Summit Statement the monetization of the assets will be one source to make the scheduled repayment of the new loan of ESM and generate over the life of the new loan a targeted total of EUR 50bn of which EUR 25bn will be used for the repayment of the recapitalization of banks and other assets and 50% of every remaining euro (i.e. 50% of EUR 25bn) will be used for decreasing the debt to GDP ratio and the remaining 50% will be used for investments. The Task Force will identify options and make recommendations on how this will be operationalized. 5. Options for a legislative framework that would be adopted to ensure transparent procedures and adequate asset sale pricing, according to OECD principles and standards on the management of State Owned Enterprises (SOEs) and best international practices. Particular attention will be paid to maximising the value generation of the Fund’s assets and to avoid circumstances of asset sales below their fair value. 6. Based on international best practises, assess possible strategies to be designed and executed to monetise the assets through privatisation and other means; and examine options for the professional management of the assets. 7. Examine statistical classification of the new entity in terms of general government classification and in particular the implications for the issuance of debt or guarantees to ensure that these would not burden gross Greek debt or create contingent liabilities for Greek taxpayers.

Privatisation. Privatisation can help to make the economy more efficient and to reduce public debt. While The Government and the Privatisation Fund (HRADF) have taken important steps in advancing the privatisation process has come to a standstill since the beginning programme forward (e.g., signing of the yearregional airport agreement, the Government has now conclusion of the OLP tender) and are committed to proceed with an ambitious the ambitious, ongoing privatisation program of HRADF. Implementation of the agreed HRDAF Asset Development Programme (by means of direct sale, concessions, securitisations, or other forms monetisation) regarding all its core assets is key to stimulate private investment, increase efficiency, and provide financing to explore all possibilities to reduce the financing envelope, through an alternative fiscal path or higher privatisation proceedsstate. To preserve the on-going privatisation process and maintain investor interest in key tenders, the Hellenic Republic commits to proceed with the on-going privatisation programme. The Board of Directors of the HRADF has already approved its updated Asset Development Plan (ADP) which includes for privatisation assets under HRDAF as of 31/12/2014. The implementation of this programme aims to generate further annual proceeds (excluding bank shares) for 20152016, 2016 2017 and 2017 2018 of EUR 1.4bn2.5 bn, EUR 3.7bn 2.2 bn and EUR 1.3bn1.1 bn, respectively. As prior action, and to re-launch the privatisation programme the Government will adopt these measures: i. The authorities will endorse the Asset Development plan approved by HRADF on 30/7/2015. The ADP is attached to this Memorandum as annex and constitutes an integral part top of this agreement. The ADP will be updated on a semi-annual basis and approved by HRADF; and the Cabinet or KYSOIP will endorse the plan; ii. The Government and HRADF will announce binding bid dates for Piraeus and Thessaloniki ports of no later than end-October EUR 0.4bn collected in 2015, and for TRAINOSE ROSCO, with no material changes in the terms of the tenders; iii. The authorities will take irreversible steps for the sale of the regional airports at the current terms with the winning bidder already selected; iv. The authorities will conclude around 20 selected pending actions identified by HRADF. The Government commits to facilitate the privatization process and complete all needed Government actions to allow tenders to be successfully executed. In this respect it will complete all actions needed as agreed on a quarterly basis between HRADF, the institutions Institutions and the Government. The List list of Government Pending Actions has been approved by the Board of Directors of the Hellenic Republic Asset Development Fund and is attached to this Memorandum as an Annex and constitutes an integral part of this agreement. As prior actions, i. the authorities will: a. Endorse through KYSOIP the Asset Development Plan approved by HRADF on 26/04/2016 which includes 19 assets in line with the agreed December 2015 Action Plan. The decision, together with the ADP, shall be published in the Official Government Gazette. The ADP is attached to this Memorandum as Annex and constitutes an integral part of this agreement. The ADP will be updated on a semi-annual basis and approved by HRADF; and the Cabinet or KYSOIP will endorse the plan; b. Sign an MoU with the investor at the end of negotiations on Hellinikon for any revisions in the agreement and to proceed to the final stage for concluding the deal; c. Ratify in Parliament the Concession Agreement for the 14 regional airports, ; d. Approve through KYSOIP the concession agreement for OLTH in order to proceed with the uploading of the agreement for investors to place their binding bids; e. Constitute a working group that will formulate a timeline for finalisation of the regional airport and OLP transactions in 2016. This timeline will be shared with the Institutions, and any slippages that endanger the finalisation date will be addressed as a matter of urgency. The working groups will include TAIPED, the Ministry of Finance, the relevant ministries and a representative of the European Institutions; f. Approve the KYA on Pricing Policy for the Toll Station of Promachonas in Xxxxxxx Xxxx; launch discussion between Xxxxxxx Xxxx SA with Piraeus Bank on the restructuring of the outstanding debt of the Bond Loan with a target to conclude such negotiations in 2 months to be approved thereafter by the General Assembly of Xxxxxxx; g. Adopt a law strengthening the independence of the Port Regulator (RAL) as provided in Law 4150/2013 and clarifying the allocation of responsibilities between the port regulator and other port authorities, taking into account the final agreement for Piraeus Port and any other ports in the future; the legislation will enhance the port regulator’s independence in order to be able to play an impartial role as supervisor for the execution of the concession agreements and an economic regulator; h. Prepare a report -- and draft legislative proposals if needed -- on the legal framework of the Hellenic Civil Aviation Authority’s (HCAA), its compatibility with EU legislation, the concession agreements for the 14 regional airports, including its preparedness to undertake independently its economic regulator role and to supervise in an impartial manner the execution of the concession agreement; (ii) a workshop to be organised by the EC’s SRSS and which will be held in May 2016 will review this report, provide recommendations to the authorities for revisions, and further technical assistance needed; i. Conclude the remaining Government Pending Actions identified by the Institutions and HRADF and which are due by April 2016 and that are not listed in this section. i. The Authorities will ratify in Parliament the Share Purchase Agreement for Hellinikon as soon as possible after signature of the aforementioned MoU and no later than June 2016; ii. The Authorities take appropriate steps, and adopt legislation if needed by September 2016, on strengthening HCAA in line with the recommendations of the EC and of other stakeholders and experts involved in the May 2016 workshop and subsequent technical assistance provided. It should take account of the findings of the horizontal review of independent agencies (see Section 5.4). iii. By September 2016, drawing from technical assistance where needed, the Port Regulatory Authority will prepare its internal regulations and needed laws to ensure its full functionality. In line with the statement of the Euro Summit of 12 July 20152015 and the Action Plan agreed among the Greek Government and the institutions, a new independent fund (the “Fund”) will be established and have in its possession valuable Greek assets. The overarching objective of the Fund is to manage valuable Greek assets; and to protect, create and ultimately maximize their value which it will monetize through privatisations and other means. The Fund would be established in Greece and be managed by the Greek authorities under the supervision of the relevant European Institutions. The Fund will be managed by its Board of Directors, overseen by a Supervisory Board whose members will be selected jointly by the Greek Government and the European Institutions. The Fund is expected to fulfil its objective by adhering to international best practices and OECD guidelines in terms of governance, oversight and transparency of reporting standards, and compliance. By October 2015 the authorities shall appoint an independent Task Force to identify options , as well as best practices for socially and prepare recommendations on the operational goals, structure environmentally sustainable business and governance of the Fund to be createdconsultation with stakeholders. The Task Force would report by December 2015, Fund and its assets will be under professional management at arm's length from the government, in agreement with the institutions, will take steps to implement the recommendations by March 2016 (key deliverable)State. The mandate and composition of the Task Force would be drawn up by the authorities, in agreement with the European Institutions and in consultation with the Eurogroup. The authorities may request technical assistance on this matter. The mandate of the Task Force will include: 1. Identifying the possible assets which could be part of a new Fund and the best options for their monetization: particular attention would be paid to extracting value from the real estate assets of the Hellenic Republic including those already held by ETAD. 2. Identifying appropriate governance arrangements of the new Fund, including whether there should be specific sub-entities for different types of assets within the Fund drawing upon, where relevant, the experiences of entities such as Hellenic Republic Asset Development Fund (HRADF) and ETAD; whether such existing entities would be reformed and maintained separate to the Fund, terminated upon conclusion of their mandate, or absorbed into the new Fund. 3. Putting forward a proposal for the transition to the new Fund to ensure continuity from the previous arrangements, including the possible transfer of assets within the Asset Development Plan. 4. According to the Euro Summit Statement the monetization monetisation of the assets will be one source to make the scheduled repayment repayments of the new loan of ESM ESM, in line with the Euro Summit Statement. As a prior action, the Government will adopt the law establishing the new Fund in accordance with the Action Plan agreed as part of the milestones in December 2015. It will include the transfer of an agreed list of real-estate assets from TAIPED; the transfer of ETAD and generate over of the life legal ownership of all the Hellenic State owned assets under its management with limited agreed exceptions, notably where material obstacles exist to the future sale or commercial use of the asset, such as in relation to coastline properties, archaeological sites, etc; and an initial list of SOEs to the new Fund (see annex); specify key provisions of internal regulations needed to have the Fund operational, and list further internal regulations to be adopted within three months of the establishment of the Fund. Following the adoption of the law the following actions will need to be completed as key i. The Government will by June 2016 with the Institutions (a) agree nominations of the Supervisory Board which will be responsible for selecting the Board of Directors; and (b) finalise the internal regulations which must be fully in line with the Action Plan agreed with the Institutions in December 2015 as part of the 2nd set of milestones; ii. By September 2016 the Authorities will transfer to the new Fund a second group of SOEs to be mutually agreed with the institutions, and following the finalisation of an Fund-Government coordination mechanism; iii. By September 2016, the Authorities will agree with the Institutions on the processes for determining the remaining portfolios of real estate and SOEs that will be transferred to the Fund. The understanding is that exclusions from the total holdings of real estate assets and SOEs of the Hellenic State will take place based on solid grounds to be jointly agreed between institutions and the Greek Authorities. iv. By September 2016 TAIPED will assess its regional airport and port assets and will transfer to the new Fund those it does not plan to develop. TAIPED will continue to manage all these assets to prepare them with the help of the relevant ministries for potential monetisation/privatisation by the new Fund, until the later becomes operational. v. The Supervisory Board will complete the selection of the Board of Directors including the CEO by September 2016. The Supervisory Board, at the start of the selection process for the CEO, will seek non-binding guidance from the AGM on the characteristics of the person to be appointed. The Supervisory Board will undertake a non-binding consultation with the AGM of a final shortlist of candidates. The final appointment on whom to appoint will be taken by the Supervisory Board; vi. The Board of Directors will by end-September 2016 be constituted as a body; vii. The Board of Directors will finalise by end-October 2016 the outstanding issues of the internal regulations which will be endorsed by the Supervisory Board of the new loan a targeted total Fund and approved by the General Assembly; viii. The Board of EUR 50bn Directors will by November 2016 appoint the Boards of which EUR 25bn its subsidiaries; where Boards already exist, and with the exception of HFSF, it will be used for review these Boards and replace executive and non- executive members as needed based on the repayment internal rules. The Government will, in agreement with the Institutions, request from SRSS formally technical assistance to assist in determining additional inclusions of State-Owned Enterprises by May 2016, and additional inclusions of real estates by June 2016 in order to complete the recapitalization of banks and other assets and 50% of every remaining euro (i.e. 50% of EUR 25bn) will be used for decreasing asset allocation plan. Based on the debt to GDP ratio processes agreed among the Authorities and the remaining 50% will institutions and drawing from technical assistance to be used for investments. The Task Force will identify options and make recommendations on how this will be operationalized. 5. Options for a legislative framework that would be adopted to ensure transparent procedures and adequate asset sale pricingreceived by the Hellenic Republic, according to OECD principles and standards on the Government with the management of State Owned Enterprises (SOEs) and best international practices. Particular attention the new Fund will be paid take all necessary actions to maximising the value generation complete asset transfers/allocation for specific classes of the Fund’s assets and to avoid circumstances of asset sales below their fair value. 6. Based on international best practises, assess possible strategies to be designed and executed to monetise identified by the assets through privatisation and other means; and examine options for the professional management of the assetstechnical assistance (December 2016) (key deliverable). 7. Examine statistical classification of the new entity in terms of general government classification and in particular the implications for the issuance of debt or guarantees to ensure that these would not burden gross Greek debt or create contingent liabilities for Greek taxpayers.

Privatisation. Privatisation can help to make the economy more efficient and to reduce public debt. While The Government and the Privatisation Fund (HRADF) have taken important steps in advancing the privatisation process has come to a standstill since the beginning programme forward (e.g., signing of the yearregional airport agreement, the Government has now conclusion of the OLP tender) and are committed to proceed with an ambitious the ambitious, ongoing privatisation program of HRADF. Implementation of the agreed HRDAF Asset Development Programme (by means of direct sale, concessions, securitisations, or other forms monetisation) regarding all its core assets is key to stimulate private investment, increase efficiency, and provide financing to explore all possibilities to reduce the financing envelope, through an alternative fiscal path or higher privatisation proceedsstate. To preserve the on-going privatisation process and maintain investor interest in key tenders, the Hellenic Republic commits to proceed with the on-going privatisation programme. The Board of Directors of the HRADF has already approved its updated Asset Development Plan (ADP) which includes for privatisation assets under HRDAF as of 31/12/2014. The implementation of this programme aims to generate further annual proceeds (excluding bank shares) for 20152016, 2016 2017 and 2017 2018 of EUR 1.4bn2.5 bn, EUR 3.7bn 2.2 bn and EUR 1.3bn1.1 bn, respectively. As prior action, and to re-launch the privatisation programme the Government will adopt these measures: i. The authorities will endorse the Asset Development plan approved by HRADF on 30/7/2015. The ADP is attached to this Memorandum as annex and constitutes an integral part top of this agreement. The ADP will be updated on a semi-annual basis and approved by HRADF; and the Cabinet or KYSOIP will endorse the plan; ii. The Government and HRADF will announce binding bid dates for Piraeus and Thessaloniki ports of no later than end-October EUR 0.4bn collected in 2015, and for TRAINOSE ROSCO, with no material changes in the terms of the tenders; iii. The authorities will take irreversible steps for the sale of the regional airports at the current terms with the winning bidder already selected; iv. The authorities will conclude around 20 selected pending actions identified by HRADF. The Government commits to facilitate the privatization process and complete all needed Government actions to allow tenders to be successfully executed. In this respect it will complete all actions needed as agreed on a quarterly basis between HRADF, the institutions Institutions and the Government. The List list of Government Pending Actions has been approved by the Board of Directors of the Hellenic Republic Asset Development Fund and is attached to this Memorandum as an Annex and constitutes an integral part of this agreement. As prior actions, i. the authorities will: a. Endorse through KYSOIP the Asset Development Plan approved by HRADF on 26/04/2016 which includes 19 assets in line with the agreed December 2015 Action Plan. The decision, together with the ADP, shall be published in the Official Government Gazette. The ADP is attached to this Memorandum as Annex and constitutes an integral part of this agreement. The ADP will be updated on a semi- annual basis and approved by HRADF; and the Cabinet or KYSOIP will endorse the plan; b. Sign an MoU with the investor at the end of negotiations on Hellinikon for any revisions in the agreement and to proceed to the final stage for concluding the deal; c. Ratify in Parliament the Concession Agreement for the 14 regional airports, ; d. Approve through KYSOIP the concession agreement for OLTH in order to proceed with the uploading of the agreement for investors to place their binding bids; e. Constitute a working group that will formulate a timeline for finalisation of the regional airport and OLP transactions in 2016. This timeline will be shared with the Institutions, and any slippages that endanger the finalisation date will be addressed as a matter of urgency. The working groups will include TAIPED, the Ministry of Finance, the relevant ministries and a representative of the European Institutions; f. Approve the KYA on Pricing Policy for the Toll Station of Promachonas in Xxxxxxx Xxxx; launch discussion between Xxxxxxx Xxxx SA with Piraeus Bank on the restructuring of the outstanding debt of the Bond Loan with a target to conclude such negotiations in 2 months to be approved thereafter by the General Assembly of Xxxxxxx; g. Adopt a law strengthening the independence of the Port Regulator (RAL) as provided in Law 4150/2013 and clarifying the allocation of responsibilities between the port regulator and other port authorities, taking into account the final agreement for Piraeus Port and any other ports in the future; the legislation will enhance the port regulator’s independence in order to be able to play an impartial role as supervisor for the execution of the concession agreements and an economic regulator; h. Prepare a report -- and draft legislative proposals if needed -- on the legal framework of the Hellenic Civil Aviation Authority’s (HCAA), its compatibility with EU legislation, the concession agreements for the 14 regional airports, including its preparedness to undertake independently its economic regulator role and to supervise in an impartial manner the execution of the concession agreement; (ii) a workshop to be organised by the EC’s SRSS and which will be held in May 2016 will review this report, provide recommendations to the authorities for revisions, and further technical assistance needed; i. Conclude the remaining Government Pending Actions identified by the Institutions and HRADF and which are due by April 2016 and that are not listed in this section. i. The Authorities will ratify in Parliament the Share Purchase Agreement for Hellinikon as soon as possible after signature of the aforementioned MoU and no later than June 2016; ii. The Authorities take appropriate steps, and adopt legislation if needed by September 2016, on strengthening HCAA in line with the recommendations of the EC and of other stakeholders and experts involved in the May 2016 workshop and subsequent technical assistance provided. It should take account of the findings of the horizontal review of independent agencies (see Section 5.4). iii. By September 2016, drawing from technical assistance where needed, the Port Regulatory Authority will prepare its internal regulations and needed laws to ensure its full functionality. In line with the statement of the Euro Summit of 12 July 20152015 and the Action Plan agreed among the Greek Government and the institutions, a new independent fund (the “Fund”) will be established and have in its possession valuable Greek assets. The overarching objective of the Fund is to manage valuable Greek assets; and to protect, create and ultimately maximize their value which it will monetize through privatisations and other means. The Fund would be established in Greece and be managed by the Greek authorities under the supervision of the relevant European Institutions. The Fund will be managed by its Board of Directors, overseen by a Supervisory Board whose members will be selected jointly by the Greek Government and the European Institutions. The Fund is expected to fulfil its objective by adhering to international best practices and OECD guidelines in terms of governance, oversight and transparency of reporting standards, and compliance. By October 2015 the authorities shall appoint an independent Task Force to identify options , as well as best practices for socially and prepare recommendations on the operational goals, structure environmentally sustainable business and governance of the Fund to be createdconsultation with stakeholders. The Task Force would report by December 2015, Fund and its assets will be under professional management at arm's length from the government, in agreement with the institutions, will take steps to implement the recommendations by March 2016 (key deliverable)State. The mandate and composition of the Task Force would be drawn up by the authorities, in agreement with the European Institutions and in consultation with the Eurogroup. The authorities may request technical assistance on this matter. The mandate of the Task Force will include: 1. Identifying the possible assets which could be part of a new Fund and the best options for their monetization: particular attention would be paid to extracting value from the real estate assets of the Hellenic Republic including those already held by ETAD. 2. Identifying appropriate governance arrangements of the new Fund, including whether there should be specific sub-entities for different types of assets within the Fund drawing upon, where relevant, the experiences of entities such as Hellenic Republic Asset Development Fund (HRADF) and ETAD; whether such existing entities would be reformed and maintained separate to the Fund, terminated upon conclusion of their mandate, or absorbed into the new Fund. 3. Putting forward a proposal for the transition to the new Fund to ensure continuity from the previous arrangements, including the possible transfer of assets within the Asset Development Plan. 4. According to the Euro Summit Statement the monetization monetisation of the assets will be one source to make the scheduled repayment repayments of the new loan of ESM and generate over ESM, in line with the life Euro Summit Statement. As a prior action, the Government will adopt the law establishing the new Fund in accordance with the Action Plan agreed as part of the new loan a targeted total milestones in December 2015. It will include the transfer of EUR 50bn an agreed list of which EUR 25bn will be used for real-estate assets from TAIPED; the repayment transfer of ETAD and of the recapitalization legal ownership of banks all the Hellenic State owned assets under its management with limited agreed exceptions, notably where material obstacles exist to the future sale or commercial use of the asset, such as in relation to coastline properties, archaeological sites, etc; and other assets an initial list of SOEs to the new Fund (see annex); specify key provisions of internal regulations needed to have the Fund operational, and 50% of every remaining euro (i.e. 50% of EUR 25bn) will be used for decreasing the debt list further internal regulations to GDP ratio and the remaining 50% will be used for investments. The Task Force will identify options and make recommendations on how this will be operationalized. 5. Options for a legislative framework that would be adopted to ensure transparent procedures and adequate asset sale pricing, according to OECD principles and standards on within three months of the management of State Owned Enterprises (SOEs) and best international practices. Particular attention will be paid to maximising the value generation establishment of the Fund’s assets and to avoid circumstances . Following the adoption of asset sales below their fair value. 6. Based on international best practises, assess possible strategies the law the following actions will need to be designed and executed to monetise completed as key deliverables: i. The Government will by June 2016 with the assets through privatisation and other means; and examine options for the professional management Institutions (a) agree nominations of the assets. 7. Examine statistical classification Supervisory Board which will be responsible for selecting the Board of the new entity in terms of general government classification and in particular the implications for the issuance of debt or guarantees to ensure that these would not burden gross Greek debt or create contingent liabilities for Greek taxpayers.Directors; and

Privatisation. Privatisation can help to make the economy more efficient and contribute to reduce reducing public debt. While The Government and the Hellenic Republic Asset Development Fund (HRADF or TAIPED) have taken important steps in advancing the privatisation process has come to a standstill since the beginning programme forward (e.g., completion of the yeartransaction on the regional airports, the Government has now conclusion of the Pireaus Port (OLP) privatisation, launching of Egnatia motorway concession tender, financial closing of Astir) and are committed to proceed with an ambitious the ambitious, ongoing privatisation program programme of HRADF. Implementation of the agreed HRADF Asset Development Programme (by means of direct sale, concessions, securitisations, or other forms of monetisation) regarding all its core assets is key to stimulate private investment, increase efficiency, and provide financing to explore all possibilities to reduce the financing envelope, through an alternative fiscal path or higher privatisation proceedsState. To preserve the on-going privatisation process and maintain investor interest in key tenders, the Hellenic Republic commits to proceed with the on-going privatisation programme. The Board of Directors of the HRADF has already approved its updated Asset Development Plan (ADP) ), which includes for privatisation assets under HRDAF HRADF as of 31/12/201426 April 2016. It was subsequently endorsed by XXXXXX on 20 May 2016 and was published in the Government Gazette on the 25 May 2016 [GG B/1472]. The implementation of this programme aims to generate further annual proceeds (excluding bank shares) for 2015, 2016 2017 and 2017 2018 of EUR 1.4bn, EUR 3.7bn [2.2] bn and EUR 1.3bn[2.3] bn, respectively. As prior action, on top of EUR 0.3 bn and to re-launch the privatisation programme the Government will adopt these measures: i. The authorities will endorse the Asset Development plan approved by HRADF on 30/7/2015. The ADP is attached to this Memorandum as annex of EUR 0.5 bn, collected in 2015 and constitutes an integral part of this agreement. The ADP will be updated on a semi-annual basis and approved by HRADF; and the Cabinet or KYSOIP will endorse the plan; ii. The Government and HRADF will announce binding bid dates for Piraeus and Thessaloniki ports of no later than end-October 2015, and for TRAINOSE ROSCO, with no material changes in the terms of the tenders; iii. The authorities will take irreversible steps for the sale of the regional airports at the current terms with the winning bidder already selected; iv. The authorities will conclude around 20 selected pending actions identified by HRADF2016 respectively. The Government commits to facilitate the privatization process and complete all needed Government actions to allow tenders to be successfully executed. In this respect it will complete all actions needed as agreed on a quarterly basis between HRADF, the institutions Institutions and the Government. The List list of Government Pending Actions has been approved by the Board of Directors of the Hellenic Republic Asset Development Fund HRADF and is attached to this Memorandum as an Annex and constitutes an integral part of this agreement. In line with the statement As prior actions, i. The term of the Euro Summit life of 12 July 2015, a new independent fund (the “Fund”) will HRADF shall be established and have in its possession valuable Greek assetsextended for three years; ii. The overarching objective of the Fund is to manage valuable Greek assets; and to protect, create and ultimately maximize their value which it will monetize Endorse through privatisations and other means. The Fund would be established in Greece and be managed by the Greek authorities under the supervision of the relevant European Institutions. The Fund is expected to fulfil its objective by adhering to international best practices in terms of governance, oversight and transparency of reporting standards, and compliance. By October 2015 the authorities shall appoint an independent Task Force to identify options and prepare recommendations on the operational goals, structure and governance of the Fund to be created. The Task Force would report by December 2015, and the government, in agreement with the institutions, will take steps to implement the recommendations by March 2016 (key deliverable). The mandate and composition of the Task Force would be drawn up by the authorities, in agreement with the European Institutions and in consultation with the Eurogroup. The authorities may request technical assistance on this matter. The mandate of the Task Force will include: 1. Identifying the possible assets which could be part of a new Fund and the best options for their monetization: particular attention would be paid to extracting value from the real estate assets of the Hellenic Republic including those already held by ETAD. 2. Identifying appropriate governance arrangements of the new Fund, including whether there should be specific sub-entities for different types of assets within the Fund drawing upon, where relevant, the experiences of entities such as Hellenic Republic Asset Development Fund (HRADF) and ETAD; whether such existing entities would be reformed and maintained separate to the Fund, terminated upon conclusion of their mandate, or absorbed into the new Fund. 3. Putting forward a proposal for the transition to the new Fund to ensure continuity from the previous arrangements, including the possible transfer of assets within KYSOIP the Asset Development PlanPlan approved by HRADF. The ADP is attached to this Memorandum as Annex and constitutes an integral part of this agreement. The ADP will be updated on a semi-annual basis and approved by HRADF; and the KYSOIP will endorse the plan; iii. HRADF will launch procurement processes to hire advisors for the key remaining tenders of the ADP including Hellenic Petroleum (HELPE); the electricity company (PPC), the gas company (DEPA), the water companies for Thessaloniki and Athens (EYATH, EYDAP, respectively), the telecom company (OTE) and the 30% stake in the Athens International Airport. 4iv. According Egnatia Motorway SA will launch tender for constructing and fully equipping the three toll stations (Venetiko, Thessaloniki, Aliakmonas); for three remaining stations (Asprovalta, Kavala and Stimoniko). Egnatia SA will submit the complete file on Environmental Impact Assessment Study and, the Ministry of Environment and Energy will initiate the procedure for the decision on environmental terms according to the Euro Summit Statement relevant legislation (4014/11)); Egnatia SA will finalise the monetization tender documents for the construction of these stations. The Hellenic Republic will issue a Ministerial Decision that will specify the optimization scheme of the assets will be one source to make existing “open” toll system, as proposed by the scheduled repayment Technical Advisor of the new loan of ESM and generate over the life of the new loan a targeted total of EUR 50bn of which EUR 25bn will be used for the repayment of the recapitalization of banks and other assets and 50% of every remaining euro (i.e. 50% of EUR 25bn) will be used for decreasing the debt to GDP ratio and the remaining 50% will be used for investments. The Task Force will identify options and make recommendations on how this will be operationalizedHRADF. 5. Options for a legislative framework that would be adopted to ensure transparent procedures v. On Hellenikon the Authorities will: (a) resolve the forestry and adequate asset sale pricing, according to OECD principles and standards on the management of State Owned Enterprises (SOEs) and best international practices. Particular attention will be paid to maximising the value generation of the Fund’s assets and to avoid circumstances of asset sales below their fair value. 6. Based on international best practises, assess possible strategies to be designed and executed to monetise the assets through privatisation and other means; and examine options for the professional management of the assets. 7. Examine statistical classification of the new entity in terms of general government classification and in particular the implications for the issuance of debt or guarantees to ensure that these would not burden gross Greek debt or create contingent liabilities for Greek taxpayers.archaeology issues;

Privatisation. Privatisation can help to make the economy more efficient and contribute to reduce reducing public debt. While The Government and the Hellenic Republic Asset Development Fund (HRADF or TAIPED) have taken important steps in advancing the privatisation process has come to a standstill since the beginning programme forward (e.g., completion of the yeartransaction on the regional airports, the Government has now conclusion of the Pireaus Port (OLP) privatisation, launching of Egnatia motorway concession tender, financial closing of Astir) and are committed to proceed with an ambitious the ambitious, ongoing privatisation program programme of HRADF. Implementation of the agreed HRADF Asset Development Programme (by means of direct sale, concessions, securitisations, or other forms of monetisation) regarding all its core assets is key to stimulate private investment, increase efficiency, and provide financing to explore all possibilities to reduce the financing envelope, through an alternative fiscal path or higher privatisation proceedsState. To preserve the on-going privatisation process and maintain investor interest in key tenders, the Hellenic Republic commits to proceed with the on-going privatisation programme. The Board of Directors of the HRADF has already approved its updated Asset Development Plan (ADP) ), which includes for privatisation assets under HRDAF HRADF as of 31/12/201426 April 2016. It was subsequently endorsed by KYSOIP on 20 May 2016 and was published in the Government Gazette on the 25 May 2016 (GG B/1472). The implementation of this programme aims to generate further annual proceeds (excluding bank shares) for 2015, 2016 2017 and 2017 2018 of EUR 1.4bn, EUR 3.7bn 1.9 bn and EUR 1.3bn2.5 bn, respectively, on top of EUR 0.3 bn and of EUR 0.5 bn, collected in 2015 and 2016 respectively. The Government commits to facilitate the privatization process and complete all needed Government actions to allow tenders to be successfully executed. In this respect, it will complete all actions needed as agreed on a quarterly basis between HRADF, the Institutions and the Government. The list of Government Pending Actions has been approved by the Board of Directors of the HRADF and is attached to this Memorandum as an Annex and constitutes an integral part of this agreement. As prior action, and to re-launch the privatisation programme the Government will adopt these measures:actions, i. The authorities will endorse term of life of HRADF shall be extended for three years; ii. Endorse through KYSOIP the Asset Development plan Plan approved by HRADF on 30/7/2015HRADF. The ADP is attached to this Memorandum as annex Annex and constitutes an integral part of this agreement. The ADP will be updated on a semi-annual basis and approved by HRADF; and the Cabinet or KYSOIP will endorse the plan; iiiii. The Government and HRADF will announce binding bid dates launch procurement processes to hire advisors for Piraeus the key remaining tenders of the ADP including Hellenic Petroleum (HELPE); the electricity company (PPC), the gas company (DEPA), the water companies for Thessaloniki and Thessaloniki ports of no later than end-October 2015Athens (EYATH, EYDAP, respectively), the telecom company (OTE) and for TRAINOSE ROSCO, with no material changes the 30% stake in the terms of the tenders; iii. The authorities will take irreversible steps for the sale of the regional airports at the current terms with the winning bidder already selected;Athens International Airport. iv. The authorities Egnatia Motorway SA will conclude around 20 selected pending actions identified by HRADFlaunch tender for constructing and fully equipping the three toll stations (Venetiko, Thessaloniki, Aliakmonas); for three remaining stations (Asprovalta, Kavala and Stimoniko). Egnatia SA will submit the complete file on Environmental Impact Assessment Study and, the Ministry of Environment and Energy will initiate the procedure for the decision on environmental terms according to the relevant legislation (4014/11); Egnatia SA will finalise the tender documents for the construction of these stations. The Government commits to facilitate Hellenic Republic will issue a Ministerial Decision that will specify the privatization process and complete all needed Government actions to allow tenders to be successfully executed. In this respect it will complete all actions needed optimization scheme of the existing “open” toll system, as agreed on a quarterly basis between HRADF, the institutions and the Government. The List of Government Pending Actions has been approved proposed by the Board of Directors Technical Advisor of the Hellenic Republic Asset Development Fund and is attached to this Memorandum as an Annex and constitutes an integral part of this agreement. In line with the statement of the Euro Summit of 12 July 2015, a new independent fund (the “Fund”) will be established and have in its possession valuable Greek assets. The overarching objective of the Fund is to manage valuable Greek assets; and to protect, create and ultimately maximize their value which it will monetize through privatisations and other means. The Fund would be established in Greece and be managed by the Greek authorities under the supervision of the relevant European Institutions. The Fund is expected to fulfil its objective by adhering to international best practices in terms of governance, oversight and transparency of reporting standards, and compliance. By October 2015 the authorities shall appoint an independent Task Force to identify options and prepare recommendations on the operational goals, structure and governance of the Fund to be created. The Task Force would report by December 2015, and the government, in agreement with the institutions, will take steps to implement the recommendations by March 2016 (key deliverable). The mandate and composition of the Task Force would be drawn up by the authorities, in agreement with the European Institutions and in consultation with the Eurogroup. The authorities may request technical assistance on this matter. The mandate of the Task Force will include: 1. Identifying the possible assets which could be part of a new Fund and the best options for their monetization: particular attention would be paid to extracting value from the real estate assets of the Hellenic Republic including those already held by ETADHRADF. 2. Identifying appropriate governance arrangements of v. On Hellenikon the new Fund, including whether there should be specific sub-entities for different types of assets within Authorities will: (a) resolve the Fund drawing upon, where relevant, the experiences of entities such as Hellenic Republic Asset Development Fund (HRADF) forestry and ETAD; whether such existing entities would be reformed and maintained separate to the Fund, terminated upon conclusion of their mandate, or absorbed into the new Fund. 3. Putting forward a proposal for the transition to the new Fund to ensure continuity from the previous arrangements, including the possible transfer of assets within the Asset Development Plan. 4. According to the Euro Summit Statement the monetization of the assets will be one source to make the scheduled repayment of the new loan of ESM and generate over the life of the new loan a targeted total of EUR 50bn of which EUR 25bn will be used for the repayment of the recapitalization of banks and other assets and 50% of every remaining euro (i.e. 50% of EUR 25bn) will be used for decreasing the debt to GDP ratio and the remaining 50% will be used for investments. The Task Force will identify options and make recommendations on how this will be operationalized. 5. Options for a legislative framework that would be adopted to ensure transparent procedures and adequate asset sale pricing, according to OECD principles and standards on the management of State Owned Enterprises (SOEs) and best international practices. Particular attention will be paid to maximising the value generation of the Fund’s assets and to avoid circumstances of asset sales below their fair value. 6. Based on international best practises, assess possible strategies to be designed and executed to monetise the assets through privatisation and other means; and examine options for the professional management of the assets. 7. Examine statistical classification of the new entity in terms of general government classification and in particular the implications for the issuance of debt or guarantees to ensure that these would not burden gross Greek debt or create contingent liabilities for Greek taxpayers.archaeology issues;

Privatisation. Privatisation can help The Asset Development Plan will be implemented on a continuous basis. With a view to make swiftly attracting investment to support a sustained economic recovery, complete by end-2019 the economy more efficient transactions on Egnatia, DEPA commercial, regional ports of Alexandroupoli and to reduce public debtKavala, AIA shares, EYDAP and EYATH. While The momentum in the privatisation process has come observed over the previous months could not be maintained due to a standstill since the beginning of the year, the Government has now committed to proceed with an ambitious privatisation program and to explore all possibilities to reduce the financing envelope, through an alternative fiscal path or higher privatisation proceeds. To preserve the on-going privatisation process and maintain investor interest in key tenders, the Hellenic Republic commits to proceed with the on-going privatisation programmeCoronavirus outbreak. The Board of Directors of pandemic is impacting the HRADF has already approved its Asset Development Plan (ADP) which includes for privatisation assets under HRDAF as of 31/12/2014. The implementation of this programme aims to generate annual proceeds (excluding bank shares) for 2015, 2016 and 2017 of EUR 1.4bn, EUR 3.7bn and EUR 1.3bn, respectively. As prior action, and to re-launch the privatisation programme the Government will adopt these measures: i. The authorities will endorse the Asset Development plan approved by HRADF in many ways, inter alia through difficulties in engaging with potential investors, impacts on 30/7/2015. The ADP is attached asset valuations, reduced administrative capacity to this Memorandum as annex and constitutes an integral part of this agreement. The ADP will be updated on a semi-annual basis and approved by HRADF; implement necessary actions, and the Cabinet or KYSOIP will endorse interruption of construction works. Despite the plan; ii. The Government and HRADF will announce binding bid dates for Piraeus and Thessaloniki ports of no later than end-October 2015, and for TRAINOSE ROSCO, with no material changes in the terms of the tenders; iii. The authorities will take irreversible steps for the sale of the regional airports at the current terms with the winning bidder already selected; iv. The authorities will conclude around 20 selected pending actions identified by HRADF. The Government commits to facilitate the privatization process and complete all needed Government actions to allow tenders to be successfully executed. In this respect it will complete all actions needed as agreed on a quarterly basis between HRADF, the institutions and the Government. The List of Government Pending Actions has been approved overall negative commercial environment caused by the Board of Directors of pandemic, the Hellenic Republic Asset Development Fund is advancing with maturing actions on its transactions, and the authorities are supportive and are taking the required actions on their side. This will make possible the launching of the next steps in the respective transactions, at a time that the situation normalises. At this stage, the situation regarding the ongoing transactions is attached as follows: Hellinikon (a specific 2018 commitment): Despite the continued strong engagement of the authorities to this Memorandum as an Annex complete the conditions precedent to allow the transfer of shares to the preferred investor (Lamda), the financial closing is delayed by complications in the tender process for the award of the casino licence. Following the dismissal of a first appeal, the excluded bidder lodged a petition for annulment along with interim relief measures before the Council of State. The Council of State rejected the petition for interim relief measures on 7 May 2020. This opens the way for a continuation of the tender process though its finalisation will need to await the Council of State decision on the merit of the petition for annulment. The authorities are pursuing steps to address the remaining pending issues. Xxxxxx of Alimos concession (a mid-2019 specific commitment): the Cabinet Act authorising the signature of the concession agreement was published in the Official Gazette on 7 April 2020 and constitutes an integral part the concession agreement was signed by all stakeholders on 13 May 2020. The financial closing of this the transaction is set to follow within 120 days of the signature of the concession agreement. In line with Hellenic Petroleum (a mid-2019 specific commitment): The authorities are yet to decide on the statement approach to be followed after the failure of the Euro Summit of 12 July 2015, a new independent fund (the “Fund”) will be established and have first tender in its possession valuable Greek assets. The overarching objective of the Fund is to manage valuable Greek assets; and to protect, create and ultimately maximize their value which it will monetize through privatisations and other means. The Fund would be established in Greece and be managed by the Greek authorities under the supervision of the relevant European Institutionsmid-2019. The Fund is expected to fulfil its objective by adhering to international best practices considering all options. However, following the recent significant fall in terms of governance, oversight and transparency of reporting standards, and compliance. By October 2015 the authorities shall appoint an independent Task Force to identify options and prepare recommendations on the operational goals, structure and governance capitalisation value of the company, the Fund considered appropriate to delay further the launching of the transaction to a later point of time. Sale of 30% of Athens International Airport (an end-2019 specific commitment): At end-January 2020, nine investment parties were considered qualified to proceed to the binding offers phase. However, due to the impact of the pandemic, the deadline for the submission of binding offers had to be created. The Task Force would report by December 2015, adjusted and the government, process will resume once the situation improves. Public Gas Corporation – DEPA Commercial (an end-2019 specific commitment) – DEPA Infrastructure (a mid-2021 specific commitment): Good progress was achieved with both tenders attracting strong investment interest. Nine interested parties submitted Expressions of Interest in agreement each of the two international tenders. Their evaluation is underway but the launch of the binding offers phase for both transactions will be delayed due to the Coronavirus outbreak. Xxxxxxx: The authorities have stressed their commitment to proceed with the institutions, will take steps to implement the recommendations by March 2016 (key deliverable). The mandate transaction and composition took a number of the Task Force would be drawn up by the authorities, actions in agreement with the European Institutions April and in consultation with the Eurogroup. The authorities may request technical assistance on this matter. The mandate beginning of the Task Force will include: 1. Identifying the possible assets which could be part of a new Fund and the best options for their monetization: particular attention would be paid to extracting value from the real estate assets of the Hellenic Republic including those already held by ETAD. 2. Identifying appropriate governance arrangements of the new Fund, including whether there should be specific sub-entities for different types of assets within the Fund drawing upon, where relevant, the experiences of entities such as Hellenic Republic Asset Development Fund (HRADF) and ETAD; whether such existing entities would be reformed and maintained separate to the Fund, terminated upon conclusion of their mandate, or absorbed into the new Fund. 3. Putting forward a proposal for the transition to the new Fund to ensure continuity from the previous arrangementsMay 2020, including the possible transfer signing of assets within a Joint Ministerial Decision on key elements of the Asset Development Plan. 4concession agreement and further administrative steps. According Meanwhile the authorities and Egnatia S.A. are expected to proceed with the implementation of all remaining pending actions related to the Euro Summit Statement specification of works for bridges to qualify as safe, the monetization licencing of the assets will be one source to make tunnels, the scheduled repayment completion of the new loan construction of ESM all toll stations and generate resolution by Xxxxxxx S.A. of the open issues related to the four motorist service stations contracts that have been inactive since 2011. Regional Ports: Following a long period of delays, good progress has been achieved over the life last months, with the Fund given the flexibility of designing the transactions on a case-by-case basis and the initiation of preparatory work on tenders for four ports. However, due to the unfavourable environment, it was considered reasonable to delay the launching of the new loan a targeted total of EUR 50bn of which EUR 25bn will be used for the repayment of the recapitalization of banks and other assets and 50% of every remaining euro (i.e. 50% of EUR 25bn) will be used for decreasing the debt to GDP ratio and the remaining 50% will be used for investments. The Task Force will identify options and make recommendations on how this will be operationalizedtransactions. 5. Options for a legislative framework that would be adopted to ensure transparent procedures and adequate asset sale pricing, according to OECD principles and standards on the management of State Owned Enterprises (SOEs) and best international practices. Particular attention will be paid to maximising the value generation of the Fund’s assets and to avoid circumstances of asset sales below their fair value. 6. Based on international best practises, assess possible strategies to be designed and executed to monetise the assets through privatisation and other means; and examine options for the professional management of the assets. 7. Examine statistical classification of the new entity in terms of general government classification and in particular the implications for the issuance of debt or guarantees to ensure that these would not burden gross Greek debt or create contingent liabilities for Greek taxpayers.