National Bank of Greece announces that the Annual Ordinary General Meeting of its Shareholders was held on 17 April 2008 at Megaro Mela. The General Meeting convened with a quorum of 33.86% of the Bank's paid up share capital, i.e. 161,600,690 shares, was attended by 261 shareholders in person or by proxy and adopted the following resolutions:
1. Approved, following submission of the Board of Directors' and the Auditors' Reports, the annual financial statements for the year 2007, as same were prepared by the Bank's Board of Directors and duly published.
2. Approved the proposed profit distribution and decided for payment of a euro 1.40 dividend per share for the financial year 2007. Entitled to the dividend are the holders of Bank?s shares as at the closing of the Athens Exchange session of 15 May 2008. As from 16 May 2008 the Bank's shares shall be traded ex-2007 dividend. The method of dividend payment, within the time limits provided for by law, shall depend on the General Meeting resolution on the item regarding 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, and amendment to the relevant Article on Share Capital of the Bank's Articles of Association to reflect the share capital increase, which was postponed, due to lack of quorum, for a repeat General Meeting set for 2 May 2008, as specified below.
3. Discharged the members of the Board of Directors and the Auditors of the Bank and of National Management & Organization Co. S.A., which was absorbed by the Bank, from any liability for indemnity regarding the annual financial statements and management for the year 2007 (i.e. 1 January 2007 - 31 December 2007).
4. Approved the remunerations of the members of the Bank's and of National Management & Organization Co. S.A.'s Board of Directors for the financial year 2007 (pursuant to Companies Act 2190/1920 Article 24, par. 2). Approved the Chief Executive Officer's and the Deputy Chief Executive Officer's remunerations and determined the remunerations of non-executive members of the Board of Directors until the Ordinary General Meeting of 2009.
5. Approved NBG Directors', General Managers' and Managers' participation (pursuant to Companies Act 2190/1920 article 23 par. 1) in the Board of Directors or in the management of NBG Group companies pursuing similar or related business goals.
6. Elected auditors for the audit of the annual, semi-annual and consolidated financial statements of the Bank and its Group for the year 2008 from certified auditors Deloitte, Hatzipavlou, Sofianos and Cambanis S.A. and determined their remuneration.
7. Approved amendment to the Bank's Articles of Association and alignment thereof with the new provisions of the Companies Act (following law 3604/2007), except Article 3 of the Bank?s Articles of Association on the Bank's objects, for the amendment of which decision-taking was postponed pursuant to law 3601/2007 (due to lack of quorum) for the repeat General Meeting, as specified below.
8. Approved own shares buy-back programme (pursuant to Companies Act 2190/1920 Article 16) providing for the purchase, by the Bank, of own shares up to 10% of its total shares at a minimum price of euro 5 and a maximum of euro 60 per share from 25 May 2008 through 24 May 2009.
Discussion and decision-taking on the rest of the items of the Agenda was postponed, due to lack of the quorum required by law and the Bank's Articles of Association, for a repeat General Meeting set for Friday, 2 May 2008 at 11:00 a.m. at Megaro Mela (Aiolou 93) pursuant to a resolution subsequently adopted by the Board of Directors.