NAT. BANK OF GREECE SA
PUBLIC ANNOUNCEMENT ON THE ISSUE OF THE CONVERTIBLE EQUITY NOTES
Pursuant to previous announcements regarding the issue of 227,640,590 non-listed short term common registered convertible equity notes, of nominal value, issue price and conversion price of €5.20 per note (the Convertible Notes), National Bank of Greece SA (the Bank) informs the public that the Bank's Board of Directors on 13.10.2010 certified the payment of the total principal amount of the Convertible Notes, i.e. €1,183,731,068 and, accordingly, approved the issue of the Convertible Notes, in accordance with the terms and conditions of the Convertible Equity Notes Programme, as the latter was approved by the decision of the Bank's Board of Directors on 10.09.2010 (the Programme), which is attached in its entirety as an annex to the Prospectus of the Bank approved by the Hellenic Capital Market Commission. The issue date of the Convertible Notes is the 13th of October 2010. As of the same date (13 October 2010), the period for exercising the Conversion Right (as defined in the Programme) also commenced, which will end at 09:59 a.m. (Greek time) on 20 October 2010.
It should be further noted regarding the exercise of the Conversion Right that:
- the Conversion Right can be exercised by the noteholders only for all the Convertible Notes they hold and not for some of them;
- the Bank is exercising its right to repurchase all the Convertible Notes for which Conversion Rights will not have been exercised on or before 17.00 p.m. on October 19, 2010, in accordance with the relevant announcement of the Bank of 13.10.2010;
- unless previously converted or repurchased as described above, the Bank will pay to the noteholder an amount equal to the principal amount of all the Convertible Notes held by the noteholder without interest.
Detailed information with respect to the exercise of the Conversion Right is set out in the above Prospectus and the Bank's announcement dated 17 September 2010.
The convertible notes of National Bank of Greece S.A. referred to in this press release have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration.
It should be further noted regarding the exercise of the Conversion Right that:
- the Conversion Right can be exercised by the noteholders only for all the Convertible Notes they hold and not for some of them;
- the Bank is exercising its right to repurchase all the Convertible Notes for which Conversion Rights will not have been exercised on or before 17.00 p.m. on October 19, 2010, in accordance with the relevant announcement of the Bank of 13.10.2010;
- unless previously converted or repurchased as described above, the Bank will pay to the noteholder an amount equal to the principal amount of all the Convertible Notes held by the noteholder without interest.
Detailed information with respect to the exercise of the Conversion Right is set out in the above Prospectus and the Bank's announcement dated 17 September 2010.
The convertible notes of National Bank of Greece S.A. referred to in this press release have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration.