INVITATION

 of the Extraordinary General Meeting of shareholders of “Agricultural Bank of Greece S.A.“

 AGRICULTURAL BANK OF GREECE S.A.

(Company Register Number 24402/06/Β/91/39)

 Pursuant to the law and the Bank's articles of association and upon decision of the Bank's Board of Directors dated 20 October 2011, the shareholders of the banking corporation Agricultural Bank of Greece S.A., having its registered office in the Municipality of Athens (23, Panepistimiou street) are called to an Extraordinary General Meeting on 15 November 2011, day of the week Tuesday, at 12.00 a.m., at the educational centre of the subsidiary company of Agricultural Bank of Greece S.A., under distinctive title «ΑΤΕxcelixi S.A.», located at 154, El. Venizelou and Antigonis streets- Nea Erythrea, Attiki, in order to discuss and decide on the following items of the agenda:

1. Cancellation of all of 937.500.000 preferred shares of the Bank, of nominal value 0,72 euro each that have been issued according to L. 3723/ 2008 and that have been repurchased by the Bank from the Greek State and respective amendment of article 6 of the Articles of Association.
2. Increase of the Bank's share capital to the amount of 289.999.999,80 euro by payment of cash, granting of pre-emption right to the old shareholders and issuance of new common nominal shares. Granting of relevant authorizations to the Bank's Board of Directors and respective amendment of article 6 of the Articles of Association.
3. Ratification of the decision of the Bank's Board of Directors regarding its participation in PSI (Private Sector Involvement).
4. Various Announcements-Approvals- Ratifications.

Only the Shareholders (owners of the Bank's common nominal shares) who shall be registered at the beginning of 10.11.2011 (record date) in the Bank's Dematerialized Shares register which is kept electronically by the company «Hellenic Exchanges Holding, Clearing, Settlement & Registry» (HELEX), are entitled to participate and vote at this General Meeting; blocking of their shares is not required. In case that the quorum required by the law for making a decision upon the items of the agenda is not achieved, the first Adjourned General Meeting shall convene on 28 November 2011, day of the week Monday, at 12.00 p.m. at the same place and with the same items of the agenda, without a new invitation being issued. The Shareholders who are registered in the Bank's shareholders' register at the beginning of 24 November 2011 are entitled to participate and vote at this First Adjourned General Meeting. Share ownership is proved by submission of a relevant written certificate issued by the above institution (HELEX) or alternatively through the Bank's direct on line connection with the register of this institution. Such written certificate or on line certification of share ownership shall be submitted to the Bank no later than 11 November 2011, i.e. the third (3rd) day before the General Meeting and in case of a First Adjourned General Meeting, on 25 November 2011. In case shareholders do not comply with the provisions of article 28a of Codified Law 2190/1920, they may participate in the General Meeting only upon its permission.

The Shareholders participate in the General Meeting and vote either in person or through proxies. Each Shareholder may appoint up to three (3) proxies. Legal entities may participate in the General Meeting by appointing up to three (3) natural persons as agents. A proxy acting for more than one shareholder may vote differently for each Shareholder. The Shareholder's proxy is obliged to notify the Bank, before the beginning of the General Meeting, of every single event that may be crucial to the shareholders for the evaluation of the risk that the proxy serves other interests, except for the interests of the Shareholder being represented. The appointment and revocation of a shareholder proxy is made in writing and is notified to the Bank in the same form at least three (3) days before the date of the General Meeting.

The Bank has made available the relevant forms at its Branches, on its website www.atebank.gr and at the Department of Corporate Announcements and Shareholders Service (23, Panepistimiou street, second floor, Mrs. Hliana Chasomeri, tel. 210-3298400). The forms used by the Bank for the appointment of a proxy, filled in and signed by the Shareholder, are filed or sent by post or by courier to the Bank's Department of Corporate Announcements and Shareholder Service (23, Panepistimiou street, secondfloor) or are sent by fax to 210 3298322, within the above deadline.

The Shareholders themselves shall see to confirm that their proxy appointment forms are properly received by calling Mrs. Chasomeri at 210 3298400.

With regard to the above Ordinary General Meeting the Bank's shareholders have the following rights as well:

(Α) Provided that they represent at least one twentieth (1/20) of the outstanding share capital, they may request from the Board of Directors, upon petition which has to be submitted to the Board of Directors at least fifteen (15) days before the General Meeting, to include additional items in the agenda of the Ordinary General Meeting. The petition has to be accompanied by a rationale or a draft of decision for approval by the General Meeting.

(Β) Provided that they represent at least one twentieth (1/20) of the outstanding share capital, they may request from the Board of Directors, upon petition which shall be submitted to the Board of Directors seven (7) days at least before the General Meeting, to make available to the shareholders by uploading on the Bank's website (www.atebank.gr), six at least days before the date of the General Meeting, a draft of decision for the items included in the initial agenda or the updated one.

  (C) Upon petition filed with the Bank by any Shareholder five (5) at least calendar days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with the specific information requested regarding the Bank's affairs to the extent that this is useful for the actual assessment of the items of the agenda. The Board of Directors has no obligation to provide any information when the relevant information is already available on the Bank's web page.

 (D)  Provided that shareholders represent one fifth (1/5) of the share capital outstanding, they may, upon petition submitted to the Bank at least five (5) calendar days before the General Meeting, request from the Board of Directors to provide to the General Meeting information regarding the course of the corporate affairs and the financial state of the Bank. The Board of Directors may deny the provision of such information for a material reason which is written down in the minutes.

In all the above cases, the Shareholders filing the petition shall prove their share ownership and the number of the shares they own at the time they exercise their relevant right.

 The information provided for by article 27 pargraph 3 of Codified Law 2190/20 is available at the Bank's branches and on the website www.atebank.gr

 Pursuant to the law, in case a shareholder is a legal entity, its corporate legal documents must be filed within the same deadline, unless they have already been filed with the Bank, in which case suffice to mention in the proxy documents the location where these documents have been delivered.

 Athens, 20 October 2011

By order of the Board of Directors

The Chairman of the Board of Directors

THEODOROS PANTALAKIS