Announcement of Tender Offer and New Bond Issuance

(A)    HEF announced today via the Luxembourg Stock Exchange an invitation to holders of its outstanding €599,900,000 2.00 per cent Notes due in October 2024 (the “Notes”), which have been issued by HEF and guaranteed by (i) the Company and (ii) the Company’s wholly owned subsidiary “HELLENIC PETROLEUM R.S.S.O.P.P. S.A.” (jointly the "Guarantors"), to tender such Notes for purchase by HEF for cash (the “Offer”).    

According to the Offer, HEF will pay a cash purchase price to holders of the Notes of an amount equal to 100% of the nominal value of the Notes which will be validly tendered and accepted for purchase by HEF plus any accrued and unpaid interest in respect of the Notes, in accordance with the terms and subject to the conditions contained in the Tender Offer Memorandum dated 15 July 2024, which will be available to eligible holders of the Notes.

The purchase of any Notes, pursuant to the Offer, by HEF, is at the sole discretion of HEF and the Guarantors and subject to the successful pricing of the issue of new fixed rate notes, which HEF intends to proceed with, and which will be guaranteed by the Guarantors.

Citigroup Global Markets Limited, Goldman Sachs Bank Europe SE, Alpha Bank S.A., Eurobank S.A., HSBC Continental Europe S.A., National Bank of Greece S.A. and Piraeus Bank S.A. will act as Dealer Managers and Kroll Issuer Services Limited as the Tender Agent.

(B)   HEF announced today its intention to issue senior unsecured notes (the “Issue” and the “New Notes”, respectively), guaranteed by the Guarantors, which are expected to be listed and admitted to trading in the Euro MTF segment of the Luxembourg Stock Exchange.

The proceeds of the Issue will be used, in HEF' s sole discretion, (i) to purchase for cash certain of the Issuer’s existing Notes in accordance with the terms and subject to the conditions of the Offer, and (ii) for general corporate purposes.

The Issue is subject to conditions including the successful pricing (in the determination of HEF) of the New Notes.

In respect of the Issue, Citigroup Global Markets Limited and Goldman Sachs Bank Europe SE will act as Global Coordinators and Joint Bookrunners, HSBC Continental S.A. as Joint Bookrunner and Alpha Bank S.A., Eurobank S.A., National Bank of Greece S.A. and Piraeus Bank S.A.  acting as Co-Lead Managers.

The Offer, the Issue, the present announcement and any other document relevant to the Offer and/or Issue do not constitute a “public offer of securities” within the meaning of Regulation (EU) 2017/1129, or “public offer” within the meaning of Greek Law 3461/2006, for the purchase, sale or exchange or otherwise investment in securities within Greece. The Offer, the Issue or any other document or relevant material relating to the Offer and/or the Issue have not been nor will they be submitted to the Hellenic Capital Market Commission for approval under the aforementioned laws. The Offer, the Issue and any other document or relevant material related to the Offer and/or issue may be distributed, delivered or made available within Greece only under the conditions and exemptions of the relevant legal framework.