NAT. BANK OF GREECE SA
Second Repeat General Meeting of Shareholders to be held on Thursday, 15 May 2008
Pursuant to the provisions of Companies' Act 2190/1920 (the Companies Act) and of law 2396/96 on dematerialized shares, and to the Bank's Articles of Association (Article 11) and Board of Directors' resolution, the Shareholders of National Bank of Greece S.A., headquartered at Aiolou 86, Athens, Greece, are invited to the Bank's second repeat General Meeting to be held at 13:00 hours on Thursday, 15 May 2008 at Aiolou 93 (Megaro Mela), Athens.
AGENDA
1. The Bank's share capital increase through the issue of new shares, to be carried out by the exercise of shareholders' option to receive a portion of the dividend in shares instead of cash. Amendment to the relevant Article on Share Capital of the Bank's Articles of Association to reflect the share capital increase.
2. The Bank's share capital increase up to euro 1.5 billion through the issue of redeemable preferred shares as per Article 17b of the Companies Act, with abolition of the old shareholders' preemptive right, along with the relevant authorizations.
3. Transfer of powers to the Board of Directors for carrying out bond issues for a 5-year period (as per law 3156/2003 Article 1 par. 2).
4. Authorization of the Board of Directors to carry out share capital increases as per Article 13 of the Companies Act.
5. Amendment of Article 3 of the Bank's Articles of Association and alignment thereof with the new provisions of law 3601/2007.
All of the Bank's shareholders are entitled to participate in the General Meeting and to vote in person or by proxy. Each share entitles its holder to one vote. Shareholders who wish to participate in the General Meeting in person or by proxy are requested to proceed as follows:
1. Shareholders of dematerialized shares not held in the Special Securities Account (SSA) with the Central Securities Depository S.A. (CSD) should have their shares blocked, in all or in part, via their Securities Account Operators (SAOs) and submit the relevant certificate, issued by the CSD and delivered to them by their SAO to the Bank (Head Office, network branches or the Shareholders Department at Aiolou 93, Athens) at least 5 days before the date of the General Meeting (i.e. by Friday, 9 May 2008).
2. Shareholders of dematerialized shares held in the SSA with the CSD should have their shares blocked, in all or in part, by written declaration to the CSD, and submit the relevant certificate issued and delivered to them by the CSD to the Bank (Head Office, network branches or the Shareholders Department at Aiolou 93, Athens) at least 5 days before the date of the General Meeting (i.e. by Friday, 9 May 2008).
Shareholders that are legal entities are further required to submit their legalization documents to the Bank within the same deadline as above by law, unless they have already supplied them to an NBG Unit, in which case they need only specify in their proxy the NBG Unit with which their documents are held.
Similarly, shareholders who wish to participate in the General Meeting by proxy should deliver their proxy documents to the Bank by Friday, 9 May 2008.
For their convenience, Shareholders who wish to participate in the General Meeting may authorize the Bank to take steps to block their shares on their behalf. (Shareholders Department contact tel. nos. +30 210 334 3414/16/21/26/28/60/94, and fax nos. +30 210 334 3404/06/10).
AGENDA
1. The Bank's share capital increase through the issue of new shares, to be carried out by the exercise of shareholders' option to receive a portion of the dividend in shares instead of cash. Amendment to the relevant Article on Share Capital of the Bank's Articles of Association to reflect the share capital increase.
2. The Bank's share capital increase up to euro 1.5 billion through the issue of redeemable preferred shares as per Article 17b of the Companies Act, with abolition of the old shareholders' preemptive right, along with the relevant authorizations.
3. Transfer of powers to the Board of Directors for carrying out bond issues for a 5-year period (as per law 3156/2003 Article 1 par. 2).
4. Authorization of the Board of Directors to carry out share capital increases as per Article 13 of the Companies Act.
5. Amendment of Article 3 of the Bank's Articles of Association and alignment thereof with the new provisions of law 3601/2007.
All of the Bank's shareholders are entitled to participate in the General Meeting and to vote in person or by proxy. Each share entitles its holder to one vote. Shareholders who wish to participate in the General Meeting in person or by proxy are requested to proceed as follows:
1. Shareholders of dematerialized shares not held in the Special Securities Account (SSA) with the Central Securities Depository S.A. (CSD) should have their shares blocked, in all or in part, via their Securities Account Operators (SAOs) and submit the relevant certificate, issued by the CSD and delivered to them by their SAO to the Bank (Head Office, network branches or the Shareholders Department at Aiolou 93, Athens) at least 5 days before the date of the General Meeting (i.e. by Friday, 9 May 2008).
2. Shareholders of dematerialized shares held in the SSA with the CSD should have their shares blocked, in all or in part, by written declaration to the CSD, and submit the relevant certificate issued and delivered to them by the CSD to the Bank (Head Office, network branches or the Shareholders Department at Aiolou 93, Athens) at least 5 days before the date of the General Meeting (i.e. by Friday, 9 May 2008).
Shareholders that are legal entities are further required to submit their legalization documents to the Bank within the same deadline as above by law, unless they have already supplied them to an NBG Unit, in which case they need only specify in their proxy the NBG Unit with which their documents are held.
Similarly, shareholders who wish to participate in the General Meeting by proxy should deliver their proxy documents to the Bank by Friday, 9 May 2008.
For their convenience, Shareholders who wish to participate in the General Meeting may authorize the Bank to take steps to block their shares on their behalf. (Shareholders Department contact tel. nos. +30 210 334 3414/16/21/26/28/60/94, and fax nos. +30 210 334 3404/06/10).