Announcement

Period and procedure of voluntary conversion of the contigent capital securities 1 ("CCS 1")

14 June 2019

Hellenic Bank Publίc Company Limited ("the Bank"), pursuant to the relevant provisions of the Prospectus dated 30 September 2013 ("the Prospectus") in relation to the voluntary conversion of CCS 1 into ordinary shares of the Bank of a nominal value of €0,50 each, announces the following: 

(a)    Conversion Period
Pursuant to the terms of the Prospectus, CCS 1 holders may exercise the right to convert the CCS 1 into ordinary shares, during the periods between 15-31 January and 15-31 July of each year ("the Conversion Period") with the first Conversion Period commencing on 15 January 2016 and the last Conversion Period commencing on 15 July 2023. lf the first and/or last date of any Conversion Period is not a business day, then this Conversion Period is deemed to commence on the next working day and/or end on the last working day before that, accordingly.

(b)    Upcoming Conversion Period
Pursuant to the terms of the Prospectus the upcoming Conversion Period commences on 15 July 2019 and ends on 31 July 2019.

(c)    Conversion Price
Pursuant to the terms of issue set out in the Prospectus, the conversion price in the event that the holder chooses to convert the CCS 1 into shares shall be equal to the higher of:
(i)    the Voluntary Reported Market Value, that is to say, the average closing price of the last 5 days of trading of the shares of the Bank on the Cyprus Stock Exchange ("CSE") prior to conversion with a 20% discount1;
(ii)    the minimum conversion price of €6,502, and
(iii)    the nominal value of the ordinary shares of the Bank at the time.

The minimum conversion price is subject to adjustment pursuant to the provisions of paragraph 10. C.1 of Part IV/8/111 of the Prospectus. 

Pursuant to the above the current relevant conversion price, for the period 15 July 2019 - 31 July 2019, is €6,50. 
ln the event that the price is adjusted, in accordance with the terms of the Prospectus the holders will be informed accordingly through publication in two national newspapers, the website of the Bank (www.hellenicbank.com) and the CSE and CYSEC with relevant announcements. 

(d) Conversion Procedure
Pursuant to the terms of the Prospectus:

  •  the submission of a Voluntary Conversion Application by the holder renders the application for the conversion of CCS 1 into shares irrevocable, 
  •  each (1) CCS 1 provides its holder with the right to convert into ordinary shares of the Bank with voting rights, 
  •  CCS 1 holders may request conversion of CCS 1 into shares of the Bank only on the dates that fall within the Conversion Periods, 
  •  in the event that the conversion results in fractional share rights, no share will be given for any fractions below 0,50, whereas an additional share will be given for any fractions above 0,50 (inclusive). 

(e)    lnterest accrued on Conversion
Jf a CCS 1 ho!der exercίses the Right to convert, any interest accrued ceases to b,e ca!cuJated and becomes due until the end of the Conversion Period during which the ho!der has exercised voluntary conversίon, according to the provisions of Paragraph 10.B.(d) of Part IV/B/II! of the Prospectus.

(f)    Exercising the right
CCS 1 holders may exercise the right to convert CCS 1 ίnto shares of a nominal value of €0,50 each by submitting a duly completed Conversion Application during the business days in the Conversion Period, from 08:00 hours to 14:00 hours:

  • at any branch of the Bank in Cyprus, or 
  • at the Shares and Bonds Registry Depariment of the Bank

For investors outside Cyprus, the rίght to convert may also be exercised within the aforesaid time limit and by 14:00 hours σf the 31 st Ju!y 2019 at the latest by sending the applίcation signed by the investor by faχ tσ 00357
22 500 065. 
The Conversion App!ication ίs available: 

  • σn the website of the Bank {www.helJenicbank.com, !nvestor Relations -Shareholder lnformation - Prospectuses-2013 -Latest CCS1 and CCS2}; 
  • at the Shares and Bonds Registry Department of the Bank and 
  • at all branches of the Bank ίn Cyprus. 

At the same time the holder submίts a Conversion App!ication, the holder, in consultation with his operator is required to proceed with a "commitment to convert" the CCS 1 that he wishes to convert and to nσtify the Shares and Bonds Registry Department ofthe Bank (e-mail: shares@hellenicbank,com, tel. 00357 22 500 650 and 00357 22 500 794) of the number of the said CCS 1 he wishes to commit. 

The CCS 1 tσ be converted into shares must be cleared and registered in the name of the ho!der and free of any charge by the date of submitting the Conversίon Application at the latest. 

The Bank, within the deadlines dictated by app!icab!e laws and reguJations, shall take all necessary actions to list the New Shares arising from the conversiσn of CCS -1 on the CSE. 

For any clarίficatiσns with regard to the CCS 1 conversion procedure into shares, please contact the Shares and Bonds Registry Department of the Bank on 00357 22 500 650 and 00357 22 500 794. 


HELLENIC ΒΑΝΚ PUBLIC COMPANY LIMITED 


THIS ANNOUNCEMENT DOES ΝΟT CΟΝSTITUTΕ ΑΝ ΙΝVΙΤΑΤΙΟΝ FOR SUBSCRIPTION, PROSPECTUS, ΙΝVΕSTΜΕΝΤ ADVICE OR ΑΝ ENCOURAGEMENT TO INVEST. 
THIS ANNOUNCEMENT IS ΝΟT ADDRESSED IΝ ΑΝΥ WAΥ OR FORM (DOCUMENT OR ΟTΗΕR), D/RECTLΥ OR INDIRECTLY, WITHIN OR TO TΗΕ UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR TO ΑΝΥ OTHER COUNTRY WHERE ACCORDING TO ITS LAWS ΤΗΕ CONDUCT OF WHATEVER IS REFERRED το IN THIS ANNOUNCEMENT IS UNLAWFUL OR CONSTITUTES Α BREACH OF ΑΝΥ APPLICABLE LEGISLAΤΙΟΝ, RULE OR REGULATION. 
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