Commentary & Deal Flow

IPTs: 10.25NC5: MS+230a

• Issuer: "The Ethniki" Hellenic General Insurance Company
• Legal Entity Identifier: 549300KEWDUFHSXE9Z74
• Description: €-denominated Reset Subordinated Tier 2 Notes due 2036
• 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 defer payment of interest under Condition 5 and/or to defer redemption under 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)
• IPTs: MS+230a
• Pricing Date: 2-Sep-26
• Settlement Date: 9-Sep-26 (T+5)
• Maturity Date: 9-Dec-36, subject to “Deferral of redemption” as set out in Condition 6(a) of the Terms and Conditions of the Notes and subject to compliance with any applicable Regulatory Conditions
• Early redemption: Redemption at par at the option of the Issuer in whole, but not in part, on (i) any date in the period from (and including) 9-Sep-31 to (and including) the 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 6(c), 6(d), 6(e), 6(f) of the Terms and Conditions of the Notes
• 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 6(h) of the Terms and Conditions of the Notes, and upon notice to Noteholders
• Conditions to Redemption, Substitution, Variation or Purchases: As set out in Condition 6(b) of the Terms and Conditions of the Notes
• Coupon: Annual interest rate of [•]% p.a. from (and including) the Issue Date to (but excluding) the Reset Date. Resets to the sum of the then current € 5-year mid-swap rate and the Margin from (and including) the Reset Date to the Maturity Date.
• Deferral of Interest: The Issuer will be required to defer any payments of interest on the Notes which would otherwise be due on any Interest Payment Date: (i) if a Regulatory Deficiency Interest Deferral Event has occurred and is continuing or would occur if such payment of interest (in whole or in part) were made on such Interest Payment Date, unless the Relevant Supervisor has exceptionally waived the deferral of the relevant payment of interest in the circumstances provided in Condition 5(d); and (ii) if and to the extent that such payment could not be made in compliance with the Solvency Condition.
• Regulatory Deficiency Interest Deferral 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 defer payment of interest (or, if applicable, Arrears of Interest) in respect of the Notes (on the basis that the Notes are intended to qualify as Tier 2 Capital under the Relevant Rules) and where the Relevant Supervisor has not waived the requirement to defer payment of interest (or, if applicable, Arrears of Interest) under the Notes in accordance with any pre-conditions to such waiver being capable of being granted as prescribed by the Relevant Rules (on the basis that the Notes are intended to qualify as Tier 2 Capital under the Relevant Rules).
• Substitution: Condition 13 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 13.
• Day Count Fraction/Business Day Convention: Act/Act ICMA, following, unadjusted
• Business Days: T2
• 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: XS3489952435 / 348995243
• Governing Law: English law, save that Conditions 3, 18, and 19(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: €100,000 + €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 EEA or the UK
• Timing: Books open, Today's business.