Yesterday the board of directors approved the offering of a 20% stake in the share capital of National Bank, with an upsize option of up to 18,294,303 shares, at an offering price ranging between 5 euros and 5.44 euros per share of the Financial Stability Fund.

In particular, as stated, among others, in today’s announcement by the HFSF:

“On November 12, 2023, the Board of Directors of the Financial Stability Fund (the “THS” or “selling shareholder”) approved, among other things, the disposal of a 20% stake in the share capital of National Bank (“NBC” or “Bank”), which corresponds to 182,943,031 existing common, registered, intangible, voting shares, which are listed on the regulated market of the Athens Stock Exchange (AX), with a nominal value of 1 euro each in the share capital of NBG, which the selling shareholder may increase at its absolute discretion of up to 18,294,303 shares (the “upsize option”, and all shares offered in the Offer the “Offered Shares”), at an offering price (“Offer Price”) ranging between 5 euros and 5.44 euros per Offered Share. The Bank is not offering shares through the Offer and will not receive any proceeds from the sale of the Offer Shares, the net proceeds from the sale of the Offer Shares will be collected by the Selling Shareholder.

The Offered Shares will be allocated:

(a) in Greece, to private individuals and special investors in accordance with Regulation (EU) 2017/1129 of the European Parliament on the publication of a prospectus when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation Bulletin”), the applicable provisions of Law 4706/2020 and the executive decisions of the Board of Directors of the Capital Market Commission (the “Hellenic Public Offering”) and

(b) outside Greece through a private placement to (i) persons reasonably believed to be special institutional buyers (“QIBs”) in the US as defined under Rule 144A (the “Rule 144A”) or pursuant to another exemption from or in a transaction not subject to the registration requirements of the US Securities Act of 1933, as amended (the “US Securities Act”), and

(ii) certain other special investors outside the United States, pursuant to Regulation S under the US Securities Act (the “International Offering” and together with the Greek Public Offering, the “Offering”).

The H.B.I.P. will remain open during the period of the Greek Public Offer (i.e. from 14 November to 16 November 2023) from 10:00 Greek time until 17:00 Greek time, except on the last day of the Greek Public Offer period, i.e. on November 16, 2023, when it will close at 16:00 Greek time.

The Offer Price for each offered share, cannot be lower than 5 euros or higher than 5.44 euros per Offered Share, and which will be exactly the same in the Greek Public Offer and in the International Offer, will be determined by the Selling Shareholder , based on the outcome of the International Offer after the close of the offer book period for the International Offer on or about November 16, 2023.

The Offer Price will be common to all investors who will participate in the Greek Public Offer.

Further information on NBG, the Selling Shareholder, the Offered Shares and the Greek Public Offer are included in the relevant prospectus, which has been prepared and is available in English and includes a translation of the Summary Note in Greek, according.

The Prospectus will be available in electronic form from November 13, 2023.