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Prospectus Dated 2 October 2019

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Prospectus Dated 2 October 2019 PROSPECTUS DATED 2 OCTOBER 2019 HELLENIC PETROLEUM FINANCE PLC (incorporated with limited liability under the laws of England and Wales with registered number 05610284) €500,000,000 2.00 per cent. Guaranteed Notes due 4 October 2024 guaranteed by Hellenic Petroleum S.A. (a société anonyme organised and existing under the laws of the Hellenic Republic with registration number at GEMI 296601000, former registration number 2443/06/B/8623) The issue price of the €500,000,000 2.00 per cent. Guaranteed Notes due 4 October 2024 (the “Notes”) of Hellenic Petroleum Finance plc (the “Issuer” or “HPF”) is 99.41% of their principal amount. Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 4 October 2024. The Notes are subject to redemption in whole at their principal amount at the option of the Issuer at any time in the event of certain changes affecting taxation in the United Kingdom or in the Hellenic Republic. In addition, the holder of a Note may, by the exercise of the relevant option, require the Issuer to redeem such Note at its principal amount in accordance with Condition 6(c) (Redemption at the option of Noteholders:). See “Terms and Conditions of the Notes— Redemption and Purchase”. The Notes will bear interest from 4 October 2019 (the “Issue Date”) at the rate of 2.00% per annum payable semi-annually in arrear on 4 April and 4 October in each year commencing on 4 April 2020. Payments on the Notes will be made in euros without deduction for or on account of taxes imposed or levied by the United Kingdom or the Hellenic Republic to the extent described under “Terms and Conditions of the Notes—Taxation”. Hellenic Petroleum S.A. (the “Guarantor” or “Parent Company” or “Hellenic Petroleum”) will unconditionally and irrevocably guarantee the due and punctual payment of all amounts at any time becoming due and payable in respect of the Notes. This Prospectus has been approved as a prospectus by the Commission de Surveillance du Secteur Financier (the “CSSF”), as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered an endorsement of the Issuer or the Guarantor. By approving a prospectus in accordance with Article 6(4) of the Luxembourg law dated 16 July 2019 on prospectuses for securities (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières), the CSSF does not engage in respect of the economic or financial opportunity of the operation or the quality and solvency of the Issuer. This Base Prospectus constitutes a prospectus in respect of the Issuer for the purposes of Article 6(3) of the Prospectus Regulation. Application has been made to the Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange’s regulated market. The Prospectus has been published on the website of the Guarantor (www.helpe.gr) and the Luxembourg Stock Exchange (www.bourse.lu). The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the “Securities Act”), and are subject to United States tax law requirements. The Notes are being offered outside the United States by the Joint Bookrunners (as defined in the section below entitled “Subscription and Sale”) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be in bearer form and in denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. The Notes will initially be in the form of a temporary global note (the “Temporary Global Note”), without interest coupons, which will be deposited on or around the Issue Date with a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the “Permanent Global Note”, together with the Temporary Global Note, the “Global Note”), without interest coupons, not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non- U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000 and with interest coupons attached. See “Summary of Provisions Relating to the Notes in Global Form”. Global Coordinators and Joint Bookrunners Credit Suisse Goldman Sachs International Joint Bookrunners Alpha Bank Citigroup Eurobank National Bank of Greece Nomura Piraeus Bank LON54052787/1 166889-0006 2 CONTENTS Page IMPORTANT NOTICES ................................................................................................................................... 4 RISK FACTORS ................................................................................................................................................ 7 INFORMATION INCORPORATED BY REFERENCE ................................................................................ 29 OVERVIEW ..................................................................................................................................................... 33 TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 36 SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM .................................. 55 USE OF PROCEEDS ....................................................................................................................................... 58 DESCRIPTION OF THE ISSUER .................................................................................................................. 59 DESCRIPTION OF THE GUARANTOR ....................................................................................................... 65 DESCRIPTION OF THE GUARANTOR: OPERATING AND FINANCIAL REVIEW .............................. 92 DESCRIPTION OF THE GUARANTOR: INDUSTRY AND REGULATORY OVERVIEW ................... 124 TAXATION ................................................................................................................................................... 133 SUBSCRIPTION AND SALE ....................................................................................................................... 137 GENERAL INFORMATION ........................................................................................................................ 140 LON54052787/1 166889-0006 3 IMPORTANT NOTICES This Prospectus comprises a prospectus for the purposes of Article 8 of the Prospectus Regulation. When used in this Prospectus, “Prospectus Regulation” means Regulation (EU) 2017/1129. Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus and declares that, to the best of its knowledge, the information contained in this Prospectus is in accordance with the facts and makes no omission of anything likely to affect the import of such information. Neither the Issuer nor the Guarantor has authorised the making or provision of any representation or information regarding the Issuer, the Guarantor or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer and the Guarantor. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Guarantor or Credit Suisse Securities (Europe) Limited, Goldman Sachs International, Alpha Bank A.E., Citigroup Global Markets Limited, Eurobank Ergasias S.A., National Bank of Greece S.A., Nomura International plc and Piraeus Bank S.A. (the “Joint Bookrunners”). Neither the Joint Bookrunners nor the Trustee have independently verified all the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Bookrunners or the Trustee or any of their respective affiliates as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes. No Joint Bookrunner or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes or their distribution. 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 or the Guarantor since the date of this Prospectus or that the information contained in this
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