Commentary & Deal Flow

Reoffer: PerpNC5: 6.750% / 100

Final Books: >€2.2bn.

Launched: PerpNC5: €200m @ 6.75% - Books >€1.8bn

IPTs: PerpNC5: 7.250%a

• Issuer: Optima bank S.A. (the "Issuer")
• Issuer LEI: 2138008NSD1X1XFUK750
• Issuer Ratings: Ba2 (stable) by Moody’s
• Exp Rating of the Notes: B3 by Moody’s
• Issue Type: Fixed Rate Reset Additional Tier 1 Perpetual Temporary Write-Down Notes
• Format: Reg S only (Category 2), Bearer
• Maturity: Perpetual Non-Call 5 years
• Denomination: EUR 200,000 and integral multiples of EUR 1,000 in excess thereof up to (and including) EUR 399,000
• Nominal Amount: €200,000,000
• Yield: 6.750% SA / 6.864% Ann
• Pricing: 10-Jun-26
• Settlement Date: 17-Jun-26 (T+5)
• First Reset Date: 17-Jun-31
• Optional Redemption: The Issuer may, in its sole and full discretion but subject to the provisions of Condition 6.10 (Conditions to redemption, purchase, substitution and variation) (including compliance with the Solvency Condition), subject to having given no less than 15 nor more than 60 calendar days' notice to the Noteholders (in accordance with Condition 16 (Notices)) and the Fiscal Agent, elect to redeem all (but not some only) of the Notes then outstanding on the First Reset Date or on any Interest Payment Date thereafter at their Current Nominal Amount plus (subject to Condition 4.1 (Cancellation of Interest)) any accrued but unpaid interest thereon up to, but excluding, the relevant date of redemption.
• Reset Dates: First Reset Date and every date which falls five, or a multiple of five, years following the First Reset Date
• Status of the Notes: The Notes and Coupons are direct, unsecured, unguaranteed and subordinated obligations of the Issuer and rank pari passu without any preference among themselves. The rights and claims of Noteholders and Coupon holders in respect of, or arising under or in connection with, their Notes and Coupons (including any damages awarded for breach of obligations in respect thereof) are subordinated as described in Condition 2 (Status and Subordination) and in Condition 3 (Winding-Up).
• Winding-Up: If a Winding-Up occurs, each Noteholder will be entitled to receive (in lieu of any other payment by the Issuer) an amount equal to the Current Nominal Amount of the relevant Note, together with any damages awarded for breach of any obligations in respect of such Note, whether or not the Solvency Condition is satisfied on the date upon which such amount would be due and payable; provided, however, that the rights and claims of the Noteholders against the Issuer in respect of, or arising under or in connection with the Notes shall be subordinated as provided in the Conditions to the claims of all Senior Creditors so that they shall rank on a Winding-Up:
• 1. junior to the rights and claims of the Senior Creditors;
  2. pari passu with the rights and claims of holders of all other present and future subordinated obligations of the Issuer which pursuant to their terms or mandatory provisions of law rank or are expressed to rank pari passu with the Notes on a Winding-Up of the Issuer, including those that constitute, or would but for any applicable limitation on the amount of such capital constitute, Additional Tier 1 Capital of the Issuer; and
  3. in priority to any present and future rights and claims in respect of (i) the share capital of the Issuer and (ii) any other obligations or capital instruments of the Issuer which rank or are expressed to rank junior to the Notes on a Winding-Up of the Issuer, including such instruments or items included in the common equity tier 1 capital (as that term is used in the Regulatory Capital Requirements) of the Issuer,
     and such rights and claims shall be postponed in favour of the rights and claims of the Senior Creditors and no payment shall be made to the Noteholders in respect of such rights and claims until payment has been made in full in respect of the rights and claims of the Senior Creditors.
• Solvency Condition: Except in a Winding-Up of the Issuer, all payments in respect of, or arising under or in connection with, the Notes (including any damages awarded for breach of any obligation in respect thereof) are conditional upon the Issuer being solvent (within the meaning given in Condition 2.2 (Solvency Condition)) at the time of payment by the Issuer. No payments shall be due and payable in respect of or arising under the Notes except to the extent that the Issuer could make such payment and still be solvent immediately thereafter.
• Waiver of Set-Off: Each Noteholder unconditionally and irrevocably waives any right of Set-off, compensation or retention which it might otherwise have, under the laws of any jurisdiction, in respect of the Notes. Accordingly, Noteholders will not be entitled to set off the Issuer's obligations to them under the Notes against obligations they owe to the Issuer.
• Issue Price: 100.00%
• Interest: The Notes will bear interest on their outstanding Current Nominal Amount:
• 1. from (and including) the Issue Date to (but excluding) the First Reset Date at the rate of 6.750 per cent. per annum; and
  2. thereafter, at the rate per annum equal to the relevant Reset Rate of Interest (394.7bps). The Reset Rate of Interest consists of the sum of: (i) the prevailing 5-year Mid-Swap Rate and (ii) the Margin, with such sum converted from an annual to a semi-annual basis, as determined on each Reset Determination Date
• Interest Payment Date: 17-Jun and 17-Dec, commencing on 17-Dec-26
• Cancellation of Interest Payment: The Issuer may elect at any time (subject to the mandatory cancellation and non-payment of interest pursuant to Conditions 2.2 (Solvency Condition), 4.1 (Cancellation of interest) or 5.1 (Loss Absorption)) at its sole and full discretion to cancel (in whole or in part) payment of the interest otherwise scheduled to be paid on an Interest Payment Date. In addition, payment of interest on the Notes for the relevant interest period shall be cancelled:
• 1. in the event of a Winding-Up;
  2. if and to the extent that payment of such interest would cause, when aggregated together with other distributions of the kind referred to in Article 141(2) of CRD IV (or any provision of applicable law transposing or implementing Article 141(2) of CRD IV) and/or as referred to in any other applicable provisions of the Regulatory Capital Requirements which require a maximum distributable amount to be calculated, in each case to the extent applicable to the Issuer and/or the Group, the Maximum Distributable Amount (if any) to be exceeded; or
  3. in the event the Supervisory Authority otherwise directs the Issuer to exercise its discretion accordingly.
     In the event that the Issuer exercises its discretion not to pay interest or is prohibited from paying interest on any Interest Payment Date, such cancellation will not give rise to or impose any restriction on the Issuer or give rise to any other restriction on the Issuer making distributions or any other payments to the holders of any securities including, without limitation, those ranking pari passu with, or junior to, the Notes. The Issuer may use such cancelled payment without restriction.
• Non-Cumulative Interest: If the payment of interest scheduled on an Interest Payment Date is cancelled in accordance with the Conditions as described above, the Issuer shall not have any obligation to make such interest payment on such Interest Payment Date and the failure to pay such amount of interest or part thereof shall not constitute a default of the Issuer for any purpose. Any such interest will not accumulate or be payable at any time thereafter and Noteholders shall have no right thereto whether in a Winding-Up of the Issuer or otherwise, or to receive any additional interest or other payment or indemnity as a result of any such cancelled payment of interest.
• Write-down: Upon the occurrence of a Trigger Event, the Current Nominal Amount of each Note will be immediately and mandatorily Written Down by the relevant Write-Down Amount in accordance with Condition 5.1 (Loss Absorption) and any interest accrued and unpaid up to the relevant Write-Down Date shall be cancelled in accordance with Condition 5.1 (Loss Absorption).
• Trigger Event: Occurs if the Issuer or the Supervisory Authority (or any agent appointed for such purpose by the Supervisory Authority) determines in accordance with the requirements set out in Article 54 of the CRR that the Common Equity Tier 1 Ratio of the Group and/or the Issuer, as of any date, has fallen below 5.125 per cent.
• Current Nominal Amount: In respect of a Note on any date, means (x) on the Issue Date, the Original Nominal Amount and (y) thereafter, the Original Nominal Amount as adjusted (if applicable) from time to time (on one or more occasions) pursuant to a Write-Down and/or a Write-Up in accordance with Condition 5.4 (Reinstatement of principal amount) and/or as otherwise required by the Regulatory Capital Requirements.
• Write-up: To the extent permitted by the Regulatory Capital Requirements and subject to the Maximum Distributable Amount (if any) not being exceeded thereby, the Issuer may at its sole and full discretion, unless previously redeemed, repurchased or cancelled, reinstate the Current Nominal Amount of each Note, to a maximum of its Original Nominal Amount, on a pro rata basis with the other Notes and with any Written Down Additional Tier 1 Instruments, subject to certain conditions, including not exceeding the Maximum Write-Up Amount.
• Events of Default: Limited Events of Default. In particular, (i) if default is made in the payment of principal due in respect of the Notes on the due date and such default continues for a period of 14 days, any Noteholder may, to the extent allowed under applicable law, institute proceedings for the Winding-Up of the Issuer; (ii) if, otherwise than for the purposes of a reconstruction or amalgamation on terms previously approved by Extraordinary Resolution of the Noteholders, the Issuer is subject to a Winding-Up, any Noteholder may declare such Note to be due and payable whereupon the same shall become immediately due and payable. Following the occurrence of an Event of Default, no payments will be made to the Noteholders before all amounts due, but unpaid, to all Senior Creditors have been paid by the Issuer, as ascertained by the liquidator, special liquidator or other relevant insolvency official of the Issuer (as the case may be and to the extent applicable).
• Clean-up Call: If 75 per cent (or more) of the Notes originally issued has been purchased and subsequently cancelled in accordance with Condition 6 (Redemption, purchase, substitution and variation), the Issuer may, subject to 6.10 (Conditions to Redemption, Purchase, Substitution and Variation), having given not less than 15 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 16 (Notices) and the Fiscal Agent redeem all, but not some only, of the Notes then outstanding at any time at their Current Nominal Amount together with (subject to Condition 4.1 (Cancellation of Interest)) any accrued but unpaid interest thereon up to, but excluding, the relevant date of redemption.
• Redemption following a Capital Disqualification Event, an MREL Disqualification Event, Tax Event or a Clean-up Call option: The Issuer may, in its sole and full discretion (but subject to Condition 6.10 (Conditions to Redemption, Purchase, Substitution and Variation)) (including compliance with the Solvency Condition), redeem all (but not some only) of the Notes at any time following the occurrence of a Capital Disqualification Event, an MREL Disqualification Event, a Tax Event or in the circumstances described in Condition 6.6 (Redemption upon the exercise of a Clean-up Call option), in each case, at their Current Nominal Amount together with (subject to Condition 4.1 (Cancellation of Interest)) interest accrued but unpaid from and including the immediately preceding Interest Payment Date up to, but excluding, the relevant date of redemption.
• Substitution and Variation: Upon the occurrence of a Capital Disqualification Event, an MREL Disqualification Event, a Tax Event or an Alignment Event, or where otherwise required to ensure the effectiveness and enforceability of Condition 18 (Acknowledgement of Resolution and Statutory Loss Absorption Powers), the Issuer may, subject as provided Condition 6.10 (Conditions to Redemption, Purchase, Substitution and Variation, substitute all (but not some only) of the Notes for, or vary the terms of all (but not some only) of the Notes so that the Notes remain or become, Compliant Notes.
• Substitution of the Issuer: In accordance with Condition 14 (Substitution of the Issuer), the Issuer may, without the consent of the Noteholders, substitute for itself any Successor in Business or Holding Company of the Issuer as the debtor under the Notes (and reverse any such substitution).
• Contractual Acknowledgement of Resolution And Statutory Loss Absorption Powers: Acknowledgement of resolution and statutory loss absorption powers by the Relevant Resolution Authority in accordance with Condition 18
• Listing: Luxembourg Stock Exchange Euro MTF Market
• Clearing Systems: Euroclear and Clearstream, Luxembourg
• Documentation: Preliminary Standalone Offering Circular dated 9-Jun-26 and Final Standalone Offering Circular to be dated on or around 15-Jun-26
• Governing Law: English law (except that Conditions 2.1 (Status), 2.3 (No Set-Off), 3 (Winding-Up) and 18 (Acknowledgement of Resolution and Statutory Loss Absorption Powers) are governed by and shall be construed in accordance with Greek law)
• Day Count Fraction: Actual/Actual (ICMA), following business day convention unadjusted
• Use of Proceeds: The net proceeds from the issue of the Notes will be used by the Issuer for the general corporate and financing purposes of the Group and to further strengthen its capital base and capital adequacy ratios.
• Target Market: Manufacturer target market (MiFID II and UK MiFIR product governance) is Eligible Counterparties and Professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK PRIIPs KID or CCI product summary has been prepared as the Notes will not be available to retail investors in the EEA or the UK
• Selling Restrictions: See Documentation
• Stabilisation: FCA/ICMA stabilisation
• Global Coordinator: Morgan Stanley Europe SE
• Joint Lead Managers: BNP Paribas, Goldman Sachs Bank Europe SE, Morgan Stanley Europe SE (B&D)
• Co-Managers: Optima bank S.A.
• Timing: Priced. TOE: 14:55 UKT / 15:55 CET | FTT: 15:15 UKT / 16:15 CET
• ISIN / Common Code: XS3393974491 / 339397449