NAT. BANK OF GREECE SA
Invitation to the Bank's repeat General Meeting of Shareholders to be held on Friday, 2 May 2008, at 11:00 a.m.
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 dated 17 April 2008, the Shareholders of National Bank of Greece S.A., whose registered office is at Aiolou 86, Athens, Greece, are invited to the Bank's repeat General Meeting to be held at 11:00 a.m. on Friday, 2 May 2008 at Aiolou 93 (Megaro Mela), Athens.
AGENDA
1. Amendment of Article 3 of the Bank's Articles of Association and alignment thereof with the new provisions of law 3601/2007.
2. Authorization of the Board of Directors to carry out bond issues for a 5-year period (as per law 3156/2003 Article 1 par. 2).
3. 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.
4. Authorization of the Board of Directors to carry out share capital increases as per Article 13 of the Companies Act.
5. The Bank's share capital increase up to euro 1.5 billion through the issuance 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.
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 and submit the relevant certificate, issued by the CSD and supplied to them by their Securities Account Operators, 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 Thursday, 24 April 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 Thursday, 24 April 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 Thursday, 24 April 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. Amendment of Article 3 of the Bank's Articles of Association and alignment thereof with the new provisions of law 3601/2007.
2. Authorization of the Board of Directors to carry out bond issues for a 5-year period (as per law 3156/2003 Article 1 par. 2).
3. 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.
4. Authorization of the Board of Directors to carry out share capital increases as per Article 13 of the Companies Act.
5. The Bank's share capital increase up to euro 1.5 billion through the issuance 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.
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 and submit the relevant certificate, issued by the CSD and supplied to them by their Securities Account Operators, 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 Thursday, 24 April 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 Thursday, 24 April 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 Thursday, 24 April 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).