NAT. BANK OF GREECE SA
Commencement of rights trading and subscription period for New Shares and Convertible Notes.
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
National Bank of Greece S.A.
Commencement of rights trading and subscription period for New Shares and Convertible Notes
In accordance with the press release that the Athens Exchange ("ATHEX") issued on 16 September 2010 and the press release that National Bank of Greece S.A (the "Bank") issued on 17 September 2010, commencement of rights trading occurred today, 27 September 2010, with respect to the following:
(a) 607,041,577 rights in respect of the 607,041,577 ordinary shares of the Bank currently outstanding in connection with the offering of 121,408,315 new ordinary shares (the "New Shares") to be issued by the Bank pursuant to its share capital increase of a nominal amount of €607,041,575, as approved by its Board of Directors on 10 September 2010; and
(b) 607,041,577 rights in respect of the 607,041,577 ordinary shares of the Bank currently outstanding in connection with the offering of 227,640,590 convertible equity notes (the "Convertible Notes") to be issued by the Bank and convertible into up to 227,640,590 new ordinary shares in the Bank, as approved by its Board of Directors on 10 September 2010.
Holders of the Bank's existing ordinary shares as at 23 September 2010 (the "Record Date") have received:
(1) one right for each existing ordinary share they hold on the Record Date in connection with the offering of New Shares. Each holder of rights will be entitled to subscribe for 1 New Share for every 5 rights held at the subscription price of €5.20 per New Share; and
(2) one right for each existing ordinary share they hold on the Record Date in connection with the offer of Convertible Notes. Each holder of rights will be entitled to subscribe for 3 Convertible Notes for every 8 rights held at the issue price of €5.20 per Convertible Note.
The subscription period for New Shares and Convertible Notes commenced on 27 September 2010 and will end on 11 October 2010. The rights will trade on the ATHEX from 27 September 2010 until and including 5 October 2010.
The Capital Market Commission has approved the Bank's prospectus in relation to the public offering of the New Shares and Convertible Notes on 16 September 2010 (the "Prospectus"). The Prospectus is available in electronic form on the website of the Bank (www.nbg.gr), the website of the Capital Market Commission (www.hcmc.gr) and the website of the Athens Exchange (www.athex.gr). Printed copies of the Prospectus will also be available free of charge at all branches of the Bank and the TT Hellenic Postbank S.A. in Greece throughout the subscription period.
United States
This release is not an offer of securities for sale in the United States. The securities discussed in this release have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States.
European Economic Area
No offer or invitation to acquire securities of the Bank is being made by or in connection with this release. Any such offer will be made solely by means of the Prospectus dated September 16, 2010 which has been approved by the Hellenic Capital Market Commission on that date and published in accordance with Greek law in connection with the public offer in Greece, or outside Greece in reliance upon any exemption set forth in the Prospectus Directive or other applicable law, rule or regulation.
U.K.
This communication is directed in the United Kingdom solely at persons who (i) have professional experience in matters relating to investments and who fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (ii) are high net worth entities and other persons to whom such communication may otherwise lawfully be made falling within Article 49(2)(A) to (D) (all such persons together being referred to as "Relevant Persons"). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Greece
This release does not constitute a prospectus in relation to the public offer of the securities to be issued by the Bank in Greece. Any investment decision in relation to securities referred to in this release and offered to the public in Greece should be based solely on the information in the Prospectus dated September 16, 2010 which has been approved by the Hellenic Capital Market Commission on that date and published in accordance with the law.
National Bank of Greece S.A.
Commencement of rights trading and subscription period for New Shares and Convertible Notes
In accordance with the press release that the Athens Exchange ("ATHEX") issued on 16 September 2010 and the press release that National Bank of Greece S.A (the "Bank") issued on 17 September 2010, commencement of rights trading occurred today, 27 September 2010, with respect to the following:
(a) 607,041,577 rights in respect of the 607,041,577 ordinary shares of the Bank currently outstanding in connection with the offering of 121,408,315 new ordinary shares (the "New Shares") to be issued by the Bank pursuant to its share capital increase of a nominal amount of €607,041,575, as approved by its Board of Directors on 10 September 2010; and
(b) 607,041,577 rights in respect of the 607,041,577 ordinary shares of the Bank currently outstanding in connection with the offering of 227,640,590 convertible equity notes (the "Convertible Notes") to be issued by the Bank and convertible into up to 227,640,590 new ordinary shares in the Bank, as approved by its Board of Directors on 10 September 2010.
Holders of the Bank's existing ordinary shares as at 23 September 2010 (the "Record Date") have received:
(1) one right for each existing ordinary share they hold on the Record Date in connection with the offering of New Shares. Each holder of rights will be entitled to subscribe for 1 New Share for every 5 rights held at the subscription price of €5.20 per New Share; and
(2) one right for each existing ordinary share they hold on the Record Date in connection with the offer of Convertible Notes. Each holder of rights will be entitled to subscribe for 3 Convertible Notes for every 8 rights held at the issue price of €5.20 per Convertible Note.
The subscription period for New Shares and Convertible Notes commenced on 27 September 2010 and will end on 11 October 2010. The rights will trade on the ATHEX from 27 September 2010 until and including 5 October 2010.
The Capital Market Commission has approved the Bank's prospectus in relation to the public offering of the New Shares and Convertible Notes on 16 September 2010 (the "Prospectus"). The Prospectus is available in electronic form on the website of the Bank (www.nbg.gr), the website of the Capital Market Commission (www.hcmc.gr) and the website of the Athens Exchange (www.athex.gr). Printed copies of the Prospectus will also be available free of charge at all branches of the Bank and the TT Hellenic Postbank S.A. in Greece throughout the subscription period.
United States
This release is not an offer of securities for sale in the United States. The securities discussed in this release have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States.
European Economic Area
No offer or invitation to acquire securities of the Bank is being made by or in connection with this release. Any such offer will be made solely by means of the Prospectus dated September 16, 2010 which has been approved by the Hellenic Capital Market Commission on that date and published in accordance with Greek law in connection with the public offer in Greece, or outside Greece in reliance upon any exemption set forth in the Prospectus Directive or other applicable law, rule or regulation.
U.K.
This communication is directed in the United Kingdom solely at persons who (i) have professional experience in matters relating to investments and who fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (ii) are high net worth entities and other persons to whom such communication may otherwise lawfully be made falling within Article 49(2)(A) to (D) (all such persons together being referred to as "Relevant Persons"). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Greece
This release does not constitute a prospectus in relation to the public offer of the securities to be issued by the Bank in Greece. Any investment decision in relation to securities referred to in this release and offered to the public in Greece should be based solely on the information in the Prospectus dated September 16, 2010 which has been approved by the Hellenic Capital Market Commission on that date and published in accordance with the law.