NAT. BANK OF GREECE SA
Resolutions of the Annual General Meeting of NBG Shareholders.
National Bank of Greece announces that its Annual General Meeting of Shareholders was held today, 2 June 2009, at Megaro Mela, Athens. The Meeting convened with a quorum of 33.91% of the Bank's paid-up share capital and adopted the following resolutions:
1. Approved, following submission of the Reports of the Board of Directors and the Auditors, the annual financial statements for the financial year 2008, as previously approved by the Bank's Board of Directors and duly published.
2. Approved the proposal regarding distribution of profit and, specifically, approved the non-payment of dividend to ordinary shareholders, pursuant to Law 3756/2009 and related legal provisions. Approved payment of a total of euros 74,878,273 to holders of non-voting preference shares issued by virtue of General Meeting of Shareholders resolution dated 15 May 2008, together with corresponding tax amounting to euros 8,319,808, in accordance with the relevant provisions of the Articles of Association, deriving from profits of previous financial years of the Bank, which have already been taxed. Approved also the granting of a bonus to staff and officers of the Bank, excluding members of the Management, members of the Board of Directors, General Managers and their Deputies, pursuant also to Law 3723/2008 and related legislation, deriving also from profits of previous financial years of the Bank, which have already been taxed.
3. Discharged the members of the Board of Directors and the Auditors of the Bank and of the absorbed P&K Investment Securities S.A. from any liability for indemnity regarding the annual financial statements and management for the financial year 2008 (1 January 2008 - 31 December 2008).
4. Approved the remuneration of the members of the Board of Directors of National Bank and of the absorbed P&K Investment Services S.A. for the business year 2008, pursuant to article 24, paragraph 2 of the Companies Act 2190/1920, as well as the determination of the remuneration, in general, of the Chief Executive Officer, the Deputy Chief Executive Officer and the non-executive members of the Board of Directors through to the 2010 AGM. Approved the remuneration of NBG Board members for the business year 2008 in their capacity as members of the Audit, Corporate Governance and Nominations, Human Resources and Remuneration, and Risk Management Committees, as well as the determination of their remuneration through to the 2010 AGM.
5. Approved participation (pursuant to article 23, paragraph 1 of the Companies Act 2190/1920) of the Bank's Directors, General Managers and Managers on 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 financial year 2009 from certified auditors Deloitte, Hatzipavlou, Sofianos and Cambanis S.A., and determined their remuneration.
1. Approved, following submission of the Reports of the Board of Directors and the Auditors, the annual financial statements for the financial year 2008, as previously approved by the Bank's Board of Directors and duly published.
2. Approved the proposal regarding distribution of profit and, specifically, approved the non-payment of dividend to ordinary shareholders, pursuant to Law 3756/2009 and related legal provisions. Approved payment of a total of euros 74,878,273 to holders of non-voting preference shares issued by virtue of General Meeting of Shareholders resolution dated 15 May 2008, together with corresponding tax amounting to euros 8,319,808, in accordance with the relevant provisions of the Articles of Association, deriving from profits of previous financial years of the Bank, which have already been taxed. Approved also the granting of a bonus to staff and officers of the Bank, excluding members of the Management, members of the Board of Directors, General Managers and their Deputies, pursuant also to Law 3723/2008 and related legislation, deriving also from profits of previous financial years of the Bank, which have already been taxed.
3. Discharged the members of the Board of Directors and the Auditors of the Bank and of the absorbed P&K Investment Securities S.A. from any liability for indemnity regarding the annual financial statements and management for the financial year 2008 (1 January 2008 - 31 December 2008).
4. Approved the remuneration of the members of the Board of Directors of National Bank and of the absorbed P&K Investment Services S.A. for the business year 2008, pursuant to article 24, paragraph 2 of the Companies Act 2190/1920, as well as the determination of the remuneration, in general, of the Chief Executive Officer, the Deputy Chief Executive Officer and the non-executive members of the Board of Directors through to the 2010 AGM. Approved the remuneration of NBG Board members for the business year 2008 in their capacity as members of the Audit, Corporate Governance and Nominations, Human Resources and Remuneration, and Risk Management Committees, as well as the determination of their remuneration through to the 2010 AGM.
5. Approved participation (pursuant to article 23, paragraph 1 of the Companies Act 2190/1920) of the Bank's Directors, General Managers and Managers on 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 financial year 2009 from certified auditors Deloitte, Hatzipavlou, Sofianos and Cambanis S.A., and determined their remuneration.