Tender Offer in respect of (i) €500,000,000 2.750% Green Fixed Rate Resettable Unsubordinated MREL Notes due 2026 and (ii) £200,000,000 8.750% Fixed Rate Resettable Unsubordinated MREL Notes due 2027 subject to New Issue Condition

National Bank of Greece SA (the Bank or the Offeror) announces pursuant to Regulation (EU) 596/2014 and Greek law 3556/2007 the launch on 10 July 2025 of  voluntary cash tender offers (the Tender Offers) in respect of (i) its  €500,000,000 2.750% Green Fixed Rate Resettable Unsubordinated MREL Notes due 2026 (the Euro Notes) (ISIN: XS2237982769) and (ii) its £200,000,000 8.750% Fixed Rate Resettable Unsubordinated MREL Notes due 2027 (the Sterling Notes) (ISIN: XS2562483441) (together, the Notes).

The Bank further announces its intention to proceed, subject to market conditions, with the issuance of a series of new euro-denominated unsubordinated MREL notes under the Bank’s €5,000,000,000 Global Medium Term Note Programme (the New Notes). Application will be made for the New Notes to be admitted to trading on the Luxembourg Stock Exchange.

Whether the Offeror will accept for purchase any Notes validly tendered in an Offer is conditional, without limitation, on the successful completion (in the sole determination of the Offeror) of the issuance of the New Notes (the New Issue Condition).

Settlement of the Tender Offers and the New Notes is expected to take place on the same day.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of the New Notes or the distribution of any offering material in any jurisdiction where action for that purpose is required. 

BofA Securities Europe SA, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, HSBC Continental Europe, Intesa Sanpaolo S.p.A., Morgan Stanley Europe SE and Société Générale are the Dealer Managers for the Tender Offers.

This announcement does not constitute an invitation to participate in the Tender Offers or the New Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement may be restricted in certain jurisdictions by law.