NAT. BANK OF GREECE SA
Resolutions of the Annual General Meeting of Shareholders
National Bank of Greece announces that its Annual General Meeting of Shareholders was held today, 23 June 2011, at Megaro Mela, Athens. The Meeting convened with a quorum of 41.16% 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 2010.
2. Resolved upon non-payment of a dividend to holders of ordinary shares, holders of preference shares under Law 3723/2008 owned by the Hellenic Republic, and holders of redeemable preference non-voting, non-cumulative shares, pursuant to the provisions of article 44a in combination with articles 42c and 43 of Codified law 2190/1920 (the Companies Act) and the Bank's Articles of Association.
3. Discharged the members of the Board of Directors and the Auditors of the Bank from any liability for indemnity regarding the Annual Financial Statements and management for the financial year 2010.
4. Approved the remuneration of the members of the Board of Directors of the Bank for the financial year 2010, pursuant to article 24, par. 2 of the Companies Act; determined the remuneration of the Chairman of the Board, the CEO, the Deputy CEOs and non-executive Directors through to the AGM of 2012; approved, for the financial year 2010, the remuneration of the Bank's Directors in their capacity as members of the Bank's Audit, Corporate Governance & Nominations, Human Resources & Remuneration, Risk Management, and Strategy Committees, and determined their remuneration through to the AGM of 2012.
5. Granted permission, as per article 23, par. 1 of the Companies Act and article 30, par. 1 of the Bank's Articles of Association, for Directors, General Managers, Assistant General Managers and Managers to participate on the Board of Directors or in the management of NBG Group companies pursuing similar or related business goals.
6. Elected Petros Sabatacakis, Alexandra Papalexopoulou, Stefanos Vavalidis, George Zanias and Maria Frangista as members of the NBG Board Audit Committee, with a term of office through to the AGM of 2012.
7. Elected Messrs. Emmanuel Pelidis and Epaminondas Giouroukos of certified auditors Deloitte Hadjipavlou Sofianos & Cambanis S.A. to undertake the audit of the annual and six-monthly financial statements of the Bank and consolidated statements of the Group for the year 2011, 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 2010.
2. Resolved upon non-payment of a dividend to holders of ordinary shares, holders of preference shares under Law 3723/2008 owned by the Hellenic Republic, and holders of redeemable preference non-voting, non-cumulative shares, pursuant to the provisions of article 44a in combination with articles 42c and 43 of Codified law 2190/1920 (the Companies Act) and the Bank's Articles of Association.
3. Discharged the members of the Board of Directors and the Auditors of the Bank from any liability for indemnity regarding the Annual Financial Statements and management for the financial year 2010.
4. Approved the remuneration of the members of the Board of Directors of the Bank for the financial year 2010, pursuant to article 24, par. 2 of the Companies Act; determined the remuneration of the Chairman of the Board, the CEO, the Deputy CEOs and non-executive Directors through to the AGM of 2012; approved, for the financial year 2010, the remuneration of the Bank's Directors in their capacity as members of the Bank's Audit, Corporate Governance & Nominations, Human Resources & Remuneration, Risk Management, and Strategy Committees, and determined their remuneration through to the AGM of 2012.
5. Granted permission, as per article 23, par. 1 of the Companies Act and article 30, par. 1 of the Bank's Articles of Association, for Directors, General Managers, Assistant General Managers and Managers to participate on the Board of Directors or in the management of NBG Group companies pursuing similar or related business goals.
6. Elected Petros Sabatacakis, Alexandra Papalexopoulou, Stefanos Vavalidis, George Zanias and Maria Frangista as members of the NBG Board Audit Committee, with a term of office through to the AGM of 2012.
7. Elected Messrs. Emmanuel Pelidis and Epaminondas Giouroukos of certified auditors Deloitte Hadjipavlou Sofianos & Cambanis S.A. to undertake the audit of the annual and six-monthly financial statements of the Bank and consolidated statements of the Group for the year 2011, and determined their remuneration.