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National Bank of Greece SA - Tender Offer 2024 (XS) - Launch

National Bank of Greece SA Tender Offer in respect of €400,000,000 Subordinated Fixed Rate Resettable Tier 2 Notes due 2029 - XS2028846363

19 MARCH 2024

Full announcement including disclaimers and offer restrictions available via Luxse

National Bank of Greece SA, 19 March 2024. National Bank of Greece SA (the Offeror) hereby announces the invitation to the holders (Noteholders) of its €400,000,000 Subordinated Fixed Rate Resettable Tier 2 Notes due 2029 (ISIN: XS2028846363) issued by the Offeror (the Notes) to tender any and all their Notes for purchase by the Offeror for cash (the Offer) subject to the satisfaction of the New Issue Condition (as defined below) and the other conditions described in the tender offer memorandum dated 19 March 2024 (the Tender Offer Memorandum) prepared in connection with the Offer, and subject to the offer and distribution restrictions set out below. Capitalized terms used herein but not defined have the meanings given to them in the Tender Offer Memorandum, which is available, subject to eligibility and registration on the offer website (the “Offer Website”):

The purpose of the Offer is to proactively manage the refinancing of the Notes in conjunction with the issue of the New Notes for the purposes of the Offeror managing its capital position. The Offer also provides Noteholders with the opportunity to sell their Notes ahead of the Optional Redemption Date and to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Notes, subject to the issue of the New Notes and the selling restrictions contained in the Tender Offer Memorandum relating to the New Notes. See paragraph “New Notes Priority" in the Tender Offer Memorandum. 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."


Summary of the Offer



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