Resolutions of the Extraordinary General Meeting of Shareholders of 22 December 2011.

National Bank of Greece announces that its Extraordinary General Meeting of Shareholders was held today, 22 December 2011, at Megaro Mela, Athens. The Meeting convened with a quorum of 32.02% of the paid-up share capital, and adopted the following resolutions:

1. Approved the increase in the Bank's share capital by € 1,000,000,000 through the issuance of 200,000,000 non-voting preference shares of a nominal value and offer price of € 5 each, and annulment of the pre-emptive rights of existing shareholders, in order that the newly issued shares be taken up by the Hellenic Republic through the transfer, by the Greek State to the Bank, of State-issued bonds of equal value, whose terms shall be specified by a relevant resolution of the Minister of Finance.
2. Revoked the resolution of the Extraordinary General Meeting of the Bank held on 26 November 2010 regarding the repayment by the Bank of 70,000,000 preference shares already held by the Hellenic Republic under Law 3723/2008.
3. Approved the amendment to articles 4 (on share capital) and 39 (transitional provision enabling implementation of Law 3723/2008) of the Bank's Articles of Association.
4. Provided relevant powers and authorities to the Bank's CEO, Deputy CEOs and the CFO, acting on a sole or joint basis, to go ahead with the preparation of the agreement between the Bank and the Hellenic Republic whereby preference shares will be acquired by the latter, plus whatever other actions may be required for the implementation of the resolutions of the General Meeting.

                                                                              Athens, 22 December, 2011