Agreement between Hellenic Bank and CNP for the subsidiaries in Cyprus and Greece

The agreement for its acquisition CNP Cyprus Insurance Holdings Limited announced the Hellenic Bank. As emphasized in a related announcement, the Hellenic Bank Public Company Limited (the “Bank”) announces that it has entered into exclusive negotiations and signed a Right to Sell agreement at a certain price with CNP Assurances for the acquisition of its subsidiary CNP Cyprus Insurance Holdings Limited (the “Transaction”), which operates in Cyprus and Greece and consists, among others, of: CNP Cyprialife Ltd, CNP Insurance Ltd, CNP Zois SA and CNP Cyprus Properties Ltd. Pursuant to the Right to Sell agreement, the CNP Assurances has the option to sell and Hellenic Bank is irrevocably committed to buy it CNP Cyprus Insurance Holdings if this put option is exercised.

Based on French law, the next step will be to inform and consult the European Works Council of CNP Assurances. The Transaction will then be subject to regulatory approvals (including the Commission for the Protection of Competition) and is expected to be completed by the first quarter of 2025.

THE CNP Cyprus Insurance Holdings Limited is a leading insurance company in Cyprus. It offers insurance products and services in the life and general insurance industries through the largest network of independent agents in the country. In 2023 it employed approximately 330 employees and had gross premiums of 236 million euros, with market shares of around 24% and 15% in the life and general insurance sectors, respectively.

The Transaction is expected to be an important milestone for the further development and strengthening of the Bank’s insurance activities, enriching the products and options that will be offered to an expanded customer base. Upon completion of the Transaction, the Bank is expected to have a leading position in the Cyprus insurance market, with market shares of approx. 30% and 23% in the life and general insurance industries, respectively.

The total price expected to be 182 million, representing a redemption multiplier of 1x redemption price to book value , with an estimated capital impact of approximately 2.6 percentage points. Considering the Bank’s strong capital position, with a total capital ratio of 28.4% as at 31 December 2023, the adjusted total capital ratio is expected to be approximately 25.8% at completion, significantly higher than the regulatory minimums requirements. Further, the Transaction is expected to consolidate the Bank’s presence in the insurance sector and create opportunities for revenue synergies, thereby increasing the income from insurance activities and enhancing the quality of the Bank’s profitability.

At this stage, the existing operations of the companies involved remain as they are and the companies will continue to operate autonomously and independently. The insurance contracts of the insurance companies, CNP Cyprialife and CNP Insurance but also those of Hellenic Life Insurance and Pancyprian Insurance remain in force and the benefits, rights and obligations of customers are not affected.

THE Interim Chief Executive Officer of the Bank, Antonis Rouvascommented: “With this Transaction, the Bank will significantly strengthen its insurance activities and become a leading financial group with a strong presence, both in the banking and insurance sectors in Cyprus. We are excited as the Transaction is expected to be complementary to our business model and will provide significant growth opportunities. We expect to combine the strengths, know-how and valuable experiences of the staff of CNP Cyprialife, CNP Insurance, Hellenic Life Insurance and Pancyprian Insurance to modernize and upgrade our services, expand the insurance options in response to the needs of our customers and offer an upgraded service at the market.”

The Bank has consulted the BNP Paribas for the acquisition, Ioannidis Dimitriou D.E.P.E. for legal matters, Cronje & Yiannas Actuaries and Consultants Ltd for actuarial and HR matters and Deloitte Ltd for financial and accounting matters. To the extent required by applicable laws and regulations, the Bank will keep the investing public informed of any developments on this matter.