The disposal of the 10% of the National Bank held by the Financial Stability Fund (TFS) was completed yesterday with success and a large overpayment.

The HFSF completed the allocation of 10% of the share capital of National Bank, which it owned, which now stands at 8.39% from 40.4% before the start of divestment.

As stated in a HFSF announcement, the Public Offer attracted considerable interest from both Greek and foreign investors, with the total demand amounting to 7.2 billion euros and the total value of the transaction reaching 0.7 billion euros.

Statements

The Chairman of the Board of Directors of the HFSF, Mr. Andreas Verykiosshe expressed satisfaction for the successful completion: “The successful disposal of the second part of the HFSF shares to the National Bank, also marks the completion of the Disinvestment Cycle of the Fund by the systemic Banks. The HFSF, after the last amendment of the law, set as its mission, equally, the maintenance of financial stability but also the return of the banking system to the private economy. The HFSF responded to both of these objectives with absolute competence and success. Taking advantage of the recovery of the country’s investment grade, and the prospects it creates, with the right strategic choices, the HFSF has made the banking sector able to attract international investment interest and the country’s banking institutions to be an investment destination with the participation of strong international long-term investors. The achievement of these goals is a strong legacy for the country’s banking system and the dynamics of the national economy. Hearty congratulations to the entire HFSF team for carrying out this extremely demanding mission.”

The Managing Director of the HFSF, Mr. Ilias Xirouhakis stated: “With the new successful disposal of a significant part of the shares of the National Bank that the Fund still owns, the disinvestment program of the Fund from the systemic banks is completed in a way that is particularly beneficial for the interests of the Greek public. The over-coverage of the transaction (12 times for the international book, 1.5 times for the Greek book and 10.4 times for the total offer), even in a climate of unpredictable and strong geopolitical tensions and strong fluctuations in the international markets, is undoubtedly a very important achievement.

It is noted that the present sale managed to surpass in terms of coverage the previous divestment by Piraeus bank, which was to date the most successful sale of shares of a financial institution, through a Public Offer at a pan-European level.

The highly successful disinvestment of the HFSF by the National Bank demonstrates in the most emphatic way the absolute confidence of the markets in the auspicious prospects of the Greek financial system and the stable dynamics that the Greek economy is developing. At the same time, it is an indisputable recognition, at an international level, of the Fund’s contribution to the full recovery of the banking sector and to the consolidation of a strong climate of investment confidence in the country.

The admittedly very positive result of the public offering of the National Bank’s Share Fund rewards the systematic and painstaking effort made by all sides and proves the correctness of the strategic choices made.

I remind you that in the space of about a year, the HFSF and its executives have successfully implemented five divestment transactions, as well as a sixth program concerning Attica Bank and its merger with Pankritia Bank, with an exceptional level of professionalism, high technical know-how, and immediate response in the best possible way to every challenge presented. For this reason, they deserve credit and my warmest thanks for their support, painstaking and efficient effort that led, once again, to this very successful divestment transaction.

National Bank now acquires new perspectives after the second part of the disinvestment and multiple options for further dynamic growth in the coming years. I also take this opportunity to warmly thank its Management for the very good cooperation that led to this excellent result. And I want to repeat my thanks to the State for the trust it showed in the Fund for the undertaking, preparation and, finally, extremely successful implementation of a particularly demanding project”.

In more detail, today’s announcement by the HFSF

“EUROXX Securities SA” as Advisor to the Hellenic Public Offer and Coordinator Main Underwriter of the Hellenic Public Offer (as defined below) and the “National Sole Proprietorship A.E.P.E.Y.” as the Coordinator Main Contractor of the Greek Public Offer (as defined below) in the context of the disposal by the Financial Stability Fund (“TFS”) of a 10% participation in the share capital of “National Bank of Greece S.A.” (“ETE”), which corresponds to 91,471,515 existing ordinary, registered, intangible shares with voting rights, which are listed on the Regulated Market of the Athens Stock Exchange (“ATH”), with a nominal value of Euro1.00 each in share capital of NGE (the “Offered Shares”) and following the announcement of the HFSF on October 3, 2024 on the determination of the Offer Price, the final number of Offered Shares and the completion of the Offer, announce in accordance with circular no. 23/22.06.2004 of the Capital Market Commission (the “EC”), that:

1. The Offered Shares were offered simultaneously through:

(a) public offering in Greece, to Private Investors and Special Investors within the meaning of article 2(d) of Regulation (EU) 2017/1129 as amended and in force (the “Prospectus Regulation”), in accordance with the Prospectus Regulation , the delegated Regulations (EU) 2019/980 and 2019/979, the applicable provisions of Law 4706/2020 and the relevant executive decisions of the EC Board of Directors (the “Hellenic Public Offer”). EUROXX Stock Exchange S.A.E.P.E.Y. acted as the Greek Public Offering Advisor and Lead Underwriter of the Greek Public Offering and the National Securities Sole Proprietorship A.E.P.E.Y. acted as Greek Public Offering Coordinator and Lead Underwriter, and

(b) outside Greece (i.e. by private placement through an offer book process, which does not constitute a public offer within the meaning of Article 2(d) of the Prospectus Regulation) (i) in the United States of America (the “USA” or “United States”) to persons reasonably believed to be special institutional buyers (“QIBs”) as defined and under Rule 144A (the “Rule 144A”) or pursuant to another exemption from or in a transaction not subject to the registration requirements of of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and (ii) outside the U.S., to certain other institutional investors pursuant to Regulation S under the U.S. Securities Act USA (in each case subject to applicable exemptions from applicable prospectus and registration requirements) (the “International Offer” and together with the Greek Public Offer, the “Offer”). JP Morgan SE acted as Lead Global Coordinator for the International Offering. The Lead Global Coordinator, Goldman Sachs Bank Europe SE, Morgan Stanley Europe SE and UBS Europe SE acted as Joint Global Coordinators for the International Offering. BofA Securities Europe SA, BNP PARIBAS, Citigroup Global Markets Europe AG and Deutsche Bank Aktiengesellschaft acted as Joint Bookrunners for the International Offering, and Euroxx Securities SA and AXIA Ventures Group Limited acted as Co-Underwriters -Co-Lead Managers for the International Offer.

2. The Offer was completed on October 2, 2024 and a total of 91,471,515 Offered Shares were offered.

3. With the decision of the Board of Directors of the HFSF taken on October 1, 2024, a narrower price range was decided within the price range between 7.40 euros – 7.65 euros per Offered Share.

4. With the decision of the Board of Directors of the HFSF taken on October 2, 2024, applications for the purchase of Offered Shares below 7.55 euros will probably not be considered for the distribution of the Offered Shares.

5. By decision of the Board of Directors of the HFSF taken on October 2, 2024, the offer price of the Offered Shares (“Offer Price”) was set within the narrowest price range (7.40 euros – 7.65 euros) at 7.55 euros per Offered Share.

6. In accordance with the above decision of the Board of Directors of the HFSF taken on October 2, 2024, from the Offered Shares:

(i) 13,720,727 Offered Shares (ie 15% of the total Offered Shares) were allocated to investors who participated in the Hellenic Public Offer. Specifically:

(a) 9,604,509 Offered Shares (i.e. 70% of the Offered Shares allocated in the Hellenic Public Offer) were allocated to Private Investors (as defined in the prospectus relating to the Hellenic Public Offer approved by the EC on 30 September 2024, the “Prospectus”) and

(b) 4,116,218 Offered Shares (ie 30% of the Offered Shares allocated in the Hellenic Public Offer) were allocated to Special Investors (as defined in the Prospectus).

(ii) 77,750,788 Offer Shares (ie 85% of the total Offer Shares) were allocated to investors participating in the International Offer.

7. Taking into account only the valid subscriptions, the total demand expressed in the Offer (i.e. cumulatively through the Greek Public Offer and the International Offer) amounted to 954,799,136 Offered Shares, exceeding the total number of 91,471,515 Offered Shares to be made available through of the Offer, by approximately 10.4 times.

In particular, taking into account only the valid subscriptions, the total demand expressed in the Greek Public Offer amounted to 20,788,653 Offered Shares, exceeding the 13,720,727 Offered Shares allocated in the Greek Public Offer, by approximately 1.5 times, divided as follows :

(a) the demand from the 3,630 purchase applications of the Private Investors submitted to the Greek Public Offer corresponds to 12,492,169 Offered Shares, exceeding the 9,604,509 Offered Shares allocated to this category, by approximately 1.3 times, and

(b) the demand from the 65 Special Investors’ purchase applications submitted to the Greek Public Offer corresponds to 8,296,484 Offered Shares, exceeding the 4,116,218 Offered Shares allocated to this category, by approximately 2.0 times.

Accordingly, upon completion of the Offer, all of the Offer Shares were sold.

8. The total revenues of the HFSF that will be collected from the Offer, before deducting the costs of the Offer borne by the HFSF, amount to 690,609,938.25 euros.

9. Pursuant to the underwriting agreement for the Greek Public Offer, the Coordinators of the Main Underwriters of the Greek Public Offer did not undertake any commitment to take over the Offered Shares. In addition, it is noted that the Coordinators Main Contractors of the Greek Public Offer did not submit applications to participate in the Greek Public Offer on their own behalf.

10. The expected date on which the Offered Shares will be credited to the investors’ securities accounts in accordance with the procedure defined in the EL.K.A.T. Regulation. 7 October 2024 (the “Settlement Date”) is set. It is noted that the specified Settlement Date depends on a number of unforeseen factors and is therefore subject to change. In any case, investors will be informed with a relevant announcement from the HFSF.