Commentary & Deal Flow

IPTs: PerpNC5: 7.250%a

• Issuer: "The Ethniki" Hellenic General Insurance Company S.A.
• Legal Entity Identifier: 549300KEWDUFHSXE9Z74
• Description: EUR-denominated Reset Subordinated Restricted Tier 1 Perpetual Temporary Write-Down Notes
• Issue Rating: Unrated
• Status of the Notes: Direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves
• Solvency Condition: Except in the event of the Winding-Up or liquidation of the Issuer, all payments in respect of the Notes are, in addition to the right or obligation of the Issuer to cancel payments under Condition 5 and Condition 6, conditional upon the Issuer being solvent at the time of payment by the Issuer and 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.
• Subordination of the Notes: In the event of the Winding -Up or liquidation of the Issuer, the rights and claims of the Noteholders against the Issuer in respect of the payment obligations of the Issuer under or arising from the Notes, shall be subordinated in the manner provided in Condition 3(a) of the Terms and Conditions of the Notes.
• Waiver of Set-off: Applicable
• Nominal Amount: €100m (WNG)
• Pricing Date: 2-Sep-26
• Settlement Date: 9-Sep-26 (T+5)
• Maturity: Perpetual
• Deferral of Redemption: Mandatory deferral of redemption if (i) Regulatory Deficiency Redemption Deferral Event ; or (ii) the Relevant Supervisor does not consent to the redemption, or the redemption otherwise cannot be effected in compliance with the Relevant Rules on such date, pursuant to Condition 7 of the Terms and Conditions of the Notes
• Early Redemption Rights: Redemption at par at the option of the Issuer in whole, but not in part, on (i) any date from (and including) 9-Sep-31 to (and including) the First Reset Date or (ii) on any Interest Payment Date thereafter, or upon the occurrence of a Deductibility Event / Gross -up Event / Capital Disqualification Event / 75% Clean -up Call Option, pursuant to Condition 7(c), 7(d), 7(e), 7(f) of the Terms and Conditions of the Notes Please also refer to “Conditions to Redemption, Substitution, Variation or Purchase”
• Substitution or Variation: Yes, upon a Deductibility Event / Gross -up Event / Capital Disqualification Event, subject to the satisfaction of certain conditions, as set out in Condition 7(h) of the Terms and Conditions of the Notes, and upon notice to Noteholders.
• Coupon: [•]% p.a. until the First Reset Date, then resets to then current EUR 5-year mid -swap rate + Margin, payable semi -annually on 9 March and 9 September in each year
• Reset Dates: 9-Mar-32 (the “First Reset Date”) and each fifth anniversary of the First Reset Date thereafter
• First Call Date: 9-Sep-31
• Mandatory Cancellation of Interest: Mandatory cancellation of interest if (i) insufficient Available Distributable Items, (ii) Regulatory Deficiency Interest Cancellation Event (as set out in Condition 5(c) of the Terms and Conditions of the Notes)
• Optional Cancellation of Interest: The Issuer may at its discretion elect to cancel any payment of interest on the Notes, subject to Conditions 3(b), 5(b), 5(c), and 6 of the Terms and Conditions of the Notes
• Regulatory Deficiency Interest Cancellation Event: Any event (including, without limitation, any event which causes any Solvency Capital Requirement or Minimum Capital Requirement applicable to the Issuer or all or part of any applicable Solvency II Group (which part includes the Issuer) to be breached and such breach is an event) which under the Relevant Rules requires the Issuer to cancel payment of interest in respect of the Notes (on the basis that the Notes are intended to qualify as Tier 1 Capital under the Relevant Rules) and where the Relevant Supervisor has not waived the requirement to cancel payment of interest under the Notes in accordance with any pre-conditions to such cancellation being capable of being granted as prescribed by the Relevant Rules (on the basis that the Notes are intended to qualify as Tier 1 Capital under the Relevant Rules).
• Substitution: Condition 14 provides that the Issuer may, without the consent of the Noteholders, substitute (A) a Relevant Subsidiary or (B) the Successor in Business, as the debtor under the Notes (and reverse any such substitution) in its place in the circumstances and subject to the conditions (which permit certain amendments to be made) described in Condition 14.
• Trigger Event: The Issuer or the Relevant Supervisor determines that (i) the SCR ratio is equal to or less than 75%, (ii) the SCR ratio is less than 100% but higher than 75% for a period of at least 3 months, (iii) the MCR ratio is equal to or less than 100%, each at Issuer or Solvency II Group level, as the case may be.
• Principal Write Down: Following a Trigger Event the Issuer shall immediately and irrevocably cancel any interest which has accrued, and reduce the then Prevailing Principal Amount of each Note by the relevant Write Down Amount, as provided in Condition 6(a) and 6(b) of the Terms and Conditions of the Notes .
• Principal Write Up: The Issuer shall, subject to any applicable pre -conditions, have full discretion to reinstate, to the extent permitted in compliance with the Relevant Rules, any portion of the principal amount of the Notes which has been Written Down and which has not previously been Written Up. The reinstatement of the Prevailing Principal Amount may occur on more than one occasion provided that the principal amount of each Note shall never be Written Up to an amount greater than its Initial Principal Amount .
• Day Count Fraction/Business Day Convention: Act/Act ICMA, following, unadjusted
• Business Days: T2
• Re-offer Price: 100%
• Documentation: Issuer’s Standalone Offering Circular expected to be dated 7-Sep-26. The Offering Circular, when available, will be published on the website of the Luxembourg Stock Exchange (www.luxse.com)
• Listing: Luxembourg Stock Exchange's Euro MTF market
• Clearing Systems: Euroclear and Clearstream
• ISIN / Common Code: XS3489952195 / 348995219
• Governing Law: English law, save that Conditions 3, 19, and 20(d) are governed by Greek law
• Use of Proceeds: General corporate and financing purposes of the Group, which may include refinancing the Issuer's existing indebtedness, and to further strengthen its solvency ratios.
• Specified Denomination: €200,000 + €1,000
• Form: Reg S, Category 2; Registered
• Selling Restrictions: No communications with or into the US; prohibition of Sales to UK or EEA Retail Investors – see further the Offering Circular
• Sole Global Coordinator: Goldman Sachs Bank Europe SE
• Joint Lead Managers: Goldman Sachs Bank Europe SE, Piraeus Bank, UBS Europe SE
• Statutory Loss Absorption Powers: Applicable.
• MiFID/UK MiFIR Target Market / No PRIIPs KID/DISC disclosure document: Manufacturer target market (MiFID/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) or disclosure document required by the FCA Product Disclosure Sourcebook (DISC) has been prepared as not available to retail in the UK (including as defined in COBS 3.4) or EEA
• Timing: Books open, today’s business.