Announcement of Preliminary Results

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Hugh Rich
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1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (a U.S. Person ), OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. 12 November 2015 Announcement of Preliminary Results (the Bank ) hereby announces the preliminary results of the Offers described in (and as defined in) the tender offer memorandum made available from the Offer Agent by the Bank and on 29 October 2015 (the Offer Memorandum ), together with the preliminary results of certain other purchases of that the Bank has agreed to make on the same terms as the Offers from holders who were not able to participate in the Offers (such other purchases are referred to herein as the "Non-"). The amount of of each Series purchase pursuant or that are the subject of Non-, the relevant Early Repurchase Price and/or amount of any payable each Series (if applicable), and the aggregate Purchase the each Series are set out in the Annex to this Announcement. holders should note that the results presented in the Annex are preliminary and before the application of any scaling of acceptances. holders who have pursuant should note that if a Scaling Factor is applied to acceptances and the application of such Scaling Factor reduces the Purchase Proceeds a Series in relation to any holder that is not a Qualified Investor to an amount that is less than the Minimum Tender Requirement, then the acceptance of the tender of such Series by the relevant holder will be cancelled. The full results of the Offers (and the Non-) after any scaling of acceptances are expected to be announced on 19 November Capitalised terms used but not defined in this announcement have the meanings ascribed to them in the Offer Memorandum. Terms and conditions and other parties The terms and conditions of the Offers, governed by English law, are contained in the Offer Memorandum. The Offer Memorandum is (subject to the offer and distribution restrictions) available to eligible holders through the Offer Agent. The Offerors have retained BNP Paribas, HSBC Bank plc, Mediobanca Banca di Credito Finanziario S.p.A. and Merrill Lynch International to act as Dealer Managers (see contact details below) for the Offers and Deutsche Bank AG, London Branch to act as Offer Agent. The Bank, in its capacity as Share Delivery Agent (see contact details below), will be solely responsible for the delivery of the New Shares Amounts on the Equity Settlement Date. The distribution of this announcement and the Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer Memorandum comes are required by the Offerors, the Dealer Managers and the Offer Agent to inform themselves about, and to observe, any such restrictions.

2 For the avoidance of doubt, the Dealer Managers and the Offer Agent have, and have had, no role in, and assume no responsibility for, any Non-Offer Purchase, each of which has been conducted solely by, or any documentation related thereto. Further information about the Offers: Further details about the Offers can be obtained from: The Dealer Managers: BNP Paribas Tel: +44 (0) Attn: Liability Management Group HSBC Bank plc Tel: +44 (0) Attn: Liability Management Mediobanca Banca di Credito Finanziario S.p.A. Telephone: Attention: Liability Management FIG Merrill Lynch International Telephone: +44 (0) Attention: Chris Dodman The Offer Agent: Deutsche Bank AG, London Branch Tel: + 44 (0) Attn: Issuer Services Debt and Agency Services xchange.offer@db.com The Share Delivery Agent: Tel: Attn: Investors Information Services Division investorsinfo@eurobank.gr Further information about Non-: Further details about the Non- can be obtained only from: Tel.: Attn: Foreign Markets Corporate Actions Dept. CAFM@eurobank.gr Page 2

3 ANNEX A EXISTING TIER ONE SECURITIES Offeror Issuer Series ISIN each Existing amount Purchase from of 200,000,000 Series A CMS-Linked Noncumulative Guaranteed Non-voting Preferred Securities DE000A0DZVJ6 294, , % of the N/A 263, , , ,000,000 Series B Fixed to Floating Rate Non-cumulative Guaranteed Non-voting Preferred Securities XS , , % of the N/A 462, , , ,000,000 Series C 6.00 per cent. Non-cumulative Guaranteed Non-voting Preferred Securities XS ,413, , % of the N/A 15,852, ,852, ,705, ,000,000 Series D 8.25 per cent. Non-cumulative Guaranteed Non-voting Exchangeable Preferred Securities XS , , % of the N/A 750, , ,500, TOTALS 33,482, ,175, ,328, ,328, ,657,000.00

4 EXISTING TIER TWO SECURITIES Offeror Issuer Series ISIN each Existing amount Purchase from of 750,000,000 Callable Step-Up Subordinated Floating Rate XS ,037, , % of the 550, ,032, ,370, ,402, TOTALS 191,037, , , ,032, ,370, ,402, EXISTING SENIOR SECURITIES Offeror Issuer Series ISIN 500,000, per cent. Instruments due ,000,000 One Coupon Invest I Instruments due ,000,000 Range Accrual Instruments due ,000,000 Inflation Capped Floating Rate Instruments due 2016 such Existing XS ,825, , % of the XS % of XS % of XS ,250, % of amount, if applicable Purchase from of 4,100, ,325, N/A 256,325, N/A 0.00 N/A 0.00 N/A 0.00 N/A 0.00 N/A 5,250, N/A 5,250, Page 4

5 EXISTING SENIOR SECURITIES Offeror Issuer Series ISIN 50,000,000 One Coupon Invest IV 70,000,000 One Coupon Profit Lock II 70,000,000 Profit Lock Gold Instruments due ,000,000 One Coupon Invest III 15,000,000 Autocallable Pegasus (EUR) Instruments linked to the performance of the Dow Jones Euro Stoxx 50SM, S&P 500 and Nikkei 225 Indices due ,950,000 Fixed Rate Puttable Instruments due ,400,000 Fixed Rate Puttable Instruments due 2019 such Existing XS ,600, % of XS ,100, % of XS ,000, % of XS ,900, % of XS , , % of XS , , % of the XS , , % of the amount, if applicable Purchase from of N/A 14,742, N/A 14,742, N/A 32,708, N/A 32,708, N/A 22,068, N/A 22,068, N/A 59,959, N/A 59,959, N/A 355, N/A 355, , , N/A 202, , , N/A 361, Page 5

6 Offeror Issuer Series ISIN 31,293,000 Fixed Rate Puttable Instruments due ,000,000 Coupon TEMPLE Instruments due ,000,000 One Coupon Invest II U.S.$4,350, Year Callable Range Accrual EXISTING SENIOR SECURITIES such Existing XS % of the XS ,000, % of XS ,000, % of XS % of amount, if applicable Purchase from of N/A 0.00 N/A 52,142, N/A 52,142, N/A 49,698, N/A 49,698, N/A 0.00 N/A 0.00 TOTALS 415,150, , ,108, ,811, ,811, AGGREGATE PURCHASE PROCEEDS PAYABLE TO SHARE CAPITAL INCREASE ACCOUNT IN RESPECT OF ALL EXISTING SECURITIES: 665,172, AGGREGATE REDUCTION IN CAPITAL SHORTFALL: 720,871, Page 6

7 holders who have pursuant should note that if a Scaling Factor is applied to acceptances and the application of such Scaling Factor reduces the Purchase Proceeds a Series in relation to any holder that is not a Qualified Investor to an amount that is less than the Minimum Tender Requirement, then the acceptance of the tender of such Series by the relevant holder will be cancelled. Page 7

NOTICE AND EXTRAORDINARY RESOLUTION

NOTICE AND EXTRAORDINARY RESOLUTION THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF SECURITYHOLDERS. IF SECURITYHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD