National Bank of Greece S.A., 3 February 2026 - National Bank of Greece S.A. (the Offeror) announces the results of the invitation to holders of its €500,000,000 Fixed Rate Resettable Unsubordinated MREL Notes due 2027 (ISIN: XS2558592932) (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 26 January 2026 and was made on the terms and subject to the conditions set out in the tender offer memorandum dated 26 January 2026 (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 €215,165,000, 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 | Aggregate Nominal Amount Outstanding after Settlement Date |
€500,000,000 Fixed Rate Resettable Unsubordinated MREL Notes due 2027 | XS2558592932 | €215,165,000 | 103.75% of the nominal amount of Notes accepted for purchase | €284,835,000 |
The Settlement Date for the Offer is expected to be 4 February 2026.
The Offeror's €600,000,000 Fixed Rate Resettable Green Unsubordinated MREL Notes due 2031 (the New Notes) are expected to be issued on 4 February 2026.
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.
Banco Santander S.A., BofA Securities Europe SA, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe 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 LimitedThe News Building
3 London Bridge Street London SE1 9SG United Kingdom
Telephone: +44 20 7704 0880 Attention: Owen Morris Email: nbg@is.kroll.com
Tender Offer Website: https://deals.is.kroll.com/nbg
Banco Santander S.A. Avenida de Cantabria s/n Edificio Encinar DEALER MANAGERS BofA Securities Europe SA51 rue La Boétie 75008 Paris
28660, Boadilla del Monte, Madrid Spain
Email: liabilitymanagement@gruposantander.com Attention: Liability Management
France
Tel: + 33 1 8770 1057
Attention: Liability Management Group Email:
DG.LM-EMEA@bofa.com
Deutsche Bank AktiengesellschaftMainzer Landstr. 11-17 60329 Frankfurt am Main Germany
Telephone: +44 20 7545 8011 Attention: Liability Management
Goldman Sachs Bank Europe SE Marienturm, Taunusanlage 9-10 60329 Frankfurt am Main GermanyTelephone: +44 20 7774 4836 Attention: Liability Management Group Email: liabilitymanagement.eu@gs.com
Morgan Stanley Europe SEGrosse Gallusstrasse 18
60312 Frankfurt-am-Main Germany
Telephone: +44 20 7677 5040 Attention: Liability Management Team, Global
Capital Markets Email:
liabilitymanagementeurope@morganstanley.com
Natixis7 promenade Germaine Sablon 75013 Paris
France
Attention: Liability Management Group Email: ld-m-liability-management-fig@natixis.com
Tel: +33 1 58 55 13 72
DISCLAIMERThis 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.