Results announcement regarding the Tender Offer in respect of €400,000,000 Subordinated Fixed Rate Resettable Tier 2 Notes due issued by National Bank of Greece SA

National Bank of Greece SA, 27 March 2024 – National Bank of Greece SA (the Offeror) announces, pursuant to Regulation (EU) 596/2014 and Greek law 3556/2007, with respect to the voluntary cash tender offer launched on 19 March 2024 (the Offer) to holders of its €400,000,000 Subordinated Fixed Rate Resettable Tier 2 Notes due 2029 (ISIN: XS2028846363) (the Notes) issued by the Offeror that the Offeror will accept for purchase all validly tendered Notes and that the Acceptance Amount is equal to €320.075.000, subject to the successful completion (in the sole determination of the Offeror) of the issuance of the New Notes (the New Issue Condition) on or prior to the Settlement Date (as defined below). A summary of the results is set out below: 

Description of the Notes ISIN Acceptance Amount Purchase Price
€400,000,000 Subordinated Fixed Rate Resettable Tier 2 Notes due 2029 XS2028846363 €320.075.000 101.400% of the nominal amount of Notes accepted for purchase

The Settlement Date for the Offer is expected to be 28 March 2024. 

The Offeror’s €500,000,000 Subordinated Fixed Rate Resettable Tier 2 Notes due 2035 (the New Notes) are expected to be issued on 28 March 2024. 

On the Settlement Date, subject to satisfaction of the New Issue Condition, the Offeror will pay the Purchase Price Consideration and the Accrued Interest Payment to Noteholders who have validly tendered their Notes for purchase pursuant to the Offer. The Accrued Interest Payment is part of the total consideration under the Offer and is not, for the avoidance of doubt, a payment pursuant to the terms of the Notes.

Notes repurchased by the Offeror pursuant to the Offer will be cancelled following the Settlement Date and the obligations of the Offeror in respect of any such Notes shall be discharged. The aggregate nominal amount of Notes that will remain outstanding after the Settlement Date will be equal to €79.925.000.

Commerzbank Aktiengesellschaft, Goldman Sachs Bank Europe SE, Intesa Sanpaolo S.p.A., J.P. Morgan SE, Morgan Stanley Europe SE and Natixis are acting as Dealer Managers of the Offer. 

This announcement does not constitute an invitation to participate in the Tender Offer or the New Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement may be restricted in certain jurisdictions by law.