National Bank of Greece S A : Exchange offer / Tender offer Results Announcement

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Results announcement regarding the tender offer in respect of €400,000,000 Subordinated Fixed Rate Resettable Tier 2 Notes due 2029 issued by National Bank of Greece S.A.

National Bank of Greece S.A., 27 March 2024 - National Bank of Greece S.A. (the Offeror) announces the results of the invitation to holders of its €400,000,000 Subordinated Fixed Rate Resettable Tier 2 Notes due 2029 (ISIN: XS2028846363) (the Notes) issued by the Offeror, to tender any and all their Notes for purchase by the Offeror for cash (the Offer).

The Offer was launched on 19 March 2024 and was made on the terms and subject to the conditions set out in the tender offer memorandum dated 19 March 2024 (the Tender Offer Memorandum), including satisfaction of the New Issue Condition and the other conditions described therein. Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Offeror hereby announces it will accept for purchase all validly tendered Notes and that the Acceptance Amount is equal to €320,075,000, subject to the satisfaction of the New Issue Condition on or prior to the Settlement Date. 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.

Kroll Issuer Services Limited is acting as Tender and Information Agent of the Offer.

TENDER AND INFORMATION AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: [phone]

Attention: Owen Morris

Email:[e-mail]

Tender Offer Website:https://deals.is.kroll.com/nbg

DEALER MANAGERS

Commerzbank Aktiengesellschaft	Goldman Sachs Bank Europe SE
Mainzer Landstraße 151	Marienturm, Taunusanlage 9-10
DLZ-Geb. 2 Händlerhaus	60329 Frankfurt am Main
60327 Frankfurt am Main	Germany
Federal Republic of Germany
Telephone: [phone]	Telephone: [phone]
Attention: Liability Management Group	Attention: Liability Management Group
Email:	Email:[e-mail]
[e-mail]
Intesa Sanpaolo S.p.A.	J.P. Morgan SE
Divisione IMI Corporate & Investment Banking	Taunustor 1 (TaunusTurm)
60310 Frankfurt am Main
Germany
Italy
Telephone: [phone]	Telephone: [phone]
Attention: Liability Management Group	Attention: EMEA Liability Management Group
Email:[e-mail]	Email:[e-mail]
Morgan Stanley Europe SE	Natixis
Grosse Gallusstrasse 18	7, promenade Germaine Sablon
60312 Frankfurt-am-Main	75013 Paris
Germany	France
Telephone: [phone]	Telephone: [phone]
Attention: Liability Management Team, Global Capital	Attention: Liability Management Group
Markets	Email:[e-mail]
Email:[e-mail]

Via Manzoni 4 20121 Milan

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.