NAT. BANK OF GREECE SA
INVITATION TO A GENERAL MEETING OF SHAREHOLDERS to be held on Thursday, 14th JANUARY 2010, at 13:00.
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 resolution of the Board of Directors, the Shareholders of National Bank of Greece S.A., whose registered office is at Aiolou 86, Athens, Greece, are invited to an Extraordinary General Meeting to be held at 13:00 hours on Thursday, 14th January 2010 at Aiolou 93 (Megaro Mela), Athens:
AGENDA
1. Resolving upon the spin-off of the Bank's investment property business line, as per the provisions of Article 31.4 of Law 2778/1999, Articles 1-5 of Law 2166/1993 and the Companies Act, as amended, and its contribution to a real-estate investment company (societe anonyme) to be set up under the name "NBG PANGAEA Real Estate Investment Company".
2. Approval of (i) the Accounting Statement (conversion balance sheet), dated 30 September 2009, of the investment property business of the Bank, taking into consideration the relevant Auditor's Report (dated 7 December 2009) ascertaining the book value of the assets of the said business, and (ii) the draft terms of the spin-off and contribution of the said business to the real-estate investment company (societe anonyme) to be set up under the name "NBG PANGAEA Real Estate Investment Company".
3. Designation of Bank representatives to sign before a notary public the deed of establishment of the real-estate investment company (societe anonyme) to be set up under the name "NBG PANGAEA Real Estate Investment Company", and any other documents required.
4. Announcement of election of directors by the Board of Directors, in replacement of members who have resigned.
5. Election of a new Board of Directors. Designation of independent non-executive members of the Board.
6. Designation of members of the Board's Audit Committee, as per the provisions of Law 3693/2008.
7. Approval of the Bank's contracts with members of the Board of Directors.
8. Amendment of Articles 18, 19, 21, 22, 23 and 24 (on the Board of Directors) and adjustment of Article 4 (on share capital) of the Bank's Articles of Association.
9. Assignment by the General Meeting to the Board of Directors of the right to issue bonds convertible to shares, in accordance with the provisions of Articles 3a and 13 of the Companies Act and Article 5 of the Bank's Articles of Association, as amended.
10. Announcements and other approvals.
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 receive from them the relevant certificate, issued by the CSD, and submit it 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, 8 January 2010).
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, 8 January 2010).
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, 8 January 2010. 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. Resolving upon the spin-off of the Bank's investment property business line, as per the provisions of Article 31.4 of Law 2778/1999, Articles 1-5 of Law 2166/1993 and the Companies Act, as amended, and its contribution to a real-estate investment company (societe anonyme) to be set up under the name "NBG PANGAEA Real Estate Investment Company".
2. Approval of (i) the Accounting Statement (conversion balance sheet), dated 30 September 2009, of the investment property business of the Bank, taking into consideration the relevant Auditor's Report (dated 7 December 2009) ascertaining the book value of the assets of the said business, and (ii) the draft terms of the spin-off and contribution of the said business to the real-estate investment company (societe anonyme) to be set up under the name "NBG PANGAEA Real Estate Investment Company".
3. Designation of Bank representatives to sign before a notary public the deed of establishment of the real-estate investment company (societe anonyme) to be set up under the name "NBG PANGAEA Real Estate Investment Company", and any other documents required.
4. Announcement of election of directors by the Board of Directors, in replacement of members who have resigned.
5. Election of a new Board of Directors. Designation of independent non-executive members of the Board.
6. Designation of members of the Board's Audit Committee, as per the provisions of Law 3693/2008.
7. Approval of the Bank's contracts with members of the Board of Directors.
8. Amendment of Articles 18, 19, 21, 22, 23 and 24 (on the Board of Directors) and adjustment of Article 4 (on share capital) of the Bank's Articles of Association.
9. Assignment by the General Meeting to the Board of Directors of the right to issue bonds convertible to shares, in accordance with the provisions of Articles 3a and 13 of the Companies Act and Article 5 of the Bank's Articles of Association, as amended.
10. Announcements and other approvals.
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 receive from them the relevant certificate, issued by the CSD, and submit it 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, 8 January 2010).
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, 8 January 2010).
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, 8 January 2010. 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).