Exhibit 4.1


 


NATIONAL BANK OF GREECE
S.A.


 


ARTICLES OF ASSOCIATION


 


CHAPTER ONE


 


ESTABLISHMENT – NAME –
REGISTERED OFFICE – DURATION – PURPOSE


Article 1


 


1.          National Bank of Greece S.A. was
established in 1841. By Royal Decree of 26/27 February 1953, the Bank
merged with Bank of Athens S.A. (established in 1893) and adopted the name
National Bank of Greece and Athens S.A. The Bank’s present name, as determined
by the General Meeting of its Shareholders on 30 April 1958, is “EQNIKH TPAPEZA THS ELLADOS A.E.” The said name shall be
rendered as “National Bank of Greece S.A.” in English and either as a true
translation or in Latin characters in other languages.


 


2.          National Bank of Greece S.A. has its
registered office in Athens, at Aiolou 86 and may establish branches, agencies
and representative offices anywhere in Greece or abroad by resolution of its
Board of Directors (hereinafter the “Board”).


 


Article 2


 


The Bank’s duration is set until 27 February 2053
and may be extended by resolution of its General Meeting of Shareholders
(hereinafter the “GM”), whereby this Article is amended.


 


Article 3


 


1.          The Bank shall engage in all such
banking and financial activities in general, both in Greece and abroad, as are
allowed to banks pursuant to Greek, EU and international legislation, as
amended.  The Bank may also carry out the said activities on behalf of third
parties, either on a joint venture basis, or in association with other legal
entities or natural persons of any nationality, insofar as this is allowed by
legislation, as amended.


 


2.          Specifically, the Bank engages in
the following activities:


 


(a)        Extends all types of loans, credit or
guarantees;


(b)        Acquires or assigns claims thereunder;


(c)        Provides
intermediary services in the financing of business, inter-business cooperation
or in the underwriting of share capital issues through public subscription or
bond issues, and represents bondholders or other lenders;


(d)        Receives
loans, credit or guarantees and launches bond issues;


(e)        Accepts
cash deposits or other refundable funds, in euro and in foreign exchange or in
foreign currency;


(f)         Purchases, sells, keeps safe, manages or collects negotiable
instruments; also securities (whether listed or not), foreign exchange or
foreign currency;


(g)        Issues
and manages means of payment (credit cards, travellers cheques and letters of
credit);


(h)        Participates
in security issues and provides related services;


(i)         Provides consulting services to companies in respect of the capital
structure, industrial strategy and related matters; also provides consulting
and other services with respect to mergers, acquisitions or liquidation of
companies;


(j)         Provides intermediary services in the interbank markets;


(k)        Provides
portfolio management and related consulting services;


(l)         Provides credit information reports;


(m)       Leases
safe deposit boxes, and


(n)        Participates
in businesses at home and abroad.


 


3.          The Bank is entitled to establish
associations, foundations under Article 108 of the Greek Civil Code and
enterprises under Article 784 thereof engaging in cultural, educational
and financial activities, and to participate in such enterprises already
established.


 

















 


CHAPTER
TWO


 


SHARE CAPITAL - SHARES


 


Article 4


 


1.          The Bank’s
share capital amounts to Euro 2,511,331,495 and is divided into (a) 496,266,299
common shares, of a par value of Euro 5 each and (b) into 100,000,000
redeemable preference registered shares without voting rights and
non-cumulative dividend, as set out in sentence (xlvi) of par.2 of the present
article, of a par value of 0.30 Euro each.


 


2.          The said share capital level
has been reached as follows:


 


	
  (i)

  	
   

  	
  By Royal Decree of 26 February 1953, the share capital of the
  Bank was set at Old Drachmae 223,190,100,000, divided into 30,366 shares,
  fully paid, of a par value of Old Drachmae 7,350,000 each. This capital
  resulted from the transfer of all corporate property, including all assets
  and liabilities as at 27 February 1953, of “National Bank of Greece
  S.A.” and “Bank of Athens S.A.” to “National Bank of Greece and Athens S.A.”,
  which, as mentioned earlier, changed its name to “National Bank of Greece
  S.A.” and was subrogated, ipso jure and without any further formality, to all
  of the rights and obligations of “National Bank of Greece S.A.” and “Bank of
  Athens S.A.”, as the universal successor thereof, except obligations thereof
  relating to direct debt, guarantees or other grounds, issuing from bonds,
  securities in general, contracts or otherwise and relating to lending in gold
  or in foreign currency, in the form of bonds or otherwise, issued to bearer
  by various entities, such as companies, public entities, municipalities and
  communities (Legislative Decree 3504/1956).

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  By Board resolution of 10 September 1953, the Bank’s share
  capital increased to Old Drachmae 297,586,800,000 or New Drachmae 297,586,800
  (law 2824/1954), divided into 40,488 shares, of a par value of New Drachmae
  7,350 each.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By GM resolution of 2 April 1955, the said share capital was
  divided into 404,880 shares of a par value of Drachmae 735 each.

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  Pursuant to Royal Decree of 14/27 November 1956 “re Adjustment of
  companies’ financial statements”, the share capital was adjusted to Drachmae
  721,353,476. Following absorption of reserves amounting to Drachmae
  4,070,000, and deduction from such share capital of a Drachmae 139,716,416
  amount, representing the final debit balance of the Adjustment Difference
  account, the Bank’s share capital stood at Drachmae 581,637,060. A Drachmae
  229,380 portion thereof was transferred to reserves, to round off the par
  value of each share. Accordingly, pursuant to Article 10 of the said
  Royal Decree of 14/27 November 1956, the Bank’s share capital was set at
  Drachmae 581,407,680, divided into 404,880 shares of a par value of Drachmae
  1,436 each.

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  By GM resolution of 14 April 1962 and Board resolution of 12
  October 1962, the Bank’s share capital increased by Drachmae 290,703,840
  through the issue of 202,440 shares of a par value of Drachmae 1,436 each.
  Accordingly, the Bank’s share capital stands at Drachmae 872,111,520, divided
  into 607,320 shares of a par value of Drachmae 1,436 each.

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  By GM resolution of 19 May 1969, the Bank’s share capital
  increased by Drachmae 8,502,480 as a result of a withholding of Drachmae 14
  per share from the 1968 dividend; accordingly, the Bank’s share capital
  stands at Drachmae 880,614,000, divided into 1,214,640 shares, which resulted
  from the exchange of 1 old for 2 new shares, of a par value of Drachmae 725
  each.

  
	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  By GM resolution of 28 May 1970, and pursuant to Emergency Law
  148/1967, the Bank’s share capital increased by Drachmae 220,153,500 through
  capitalization of the Special Reserve of Drachmae 219,934,660, which resulted
  from the issue of new shares above par, and of a Drachmae 218,840 amount from
  the Extraordinary Reserve. As a result of the said capitalization, 303,660
  new shares were issued, of a par value of Drachmae 725 each, and distributed
  to the shareholders as prescribed by law, at a ratio of one 1 new to 4 old
  shares. Accordingly, the share capital stands at Drachmae 1,100,767,500,
  divided into 1,518,300 shares of a par value of Drachmae 725 each.

  



 

















 


	
  (vii)

  	
   

  	
  By resolution of extraordinary General Meeting (“EGM”) of 7
  September 1972, the Bank’s share capital further increased (a) by
  Drachmae 157,252,500 through the issue, against payment in cash, of 216,900
  new, registered shares, of a par value of Drachmae 725 each and (b) by
  Drachmae 366,922,500 from capitalization, pursuant to Emergency Law 148/1967,
  as amended, of a Drachmae 1,544,457,362 portion of gains from revaluation of
  fixed assets, through the issue of 506,100 new shares of a par value of
  Drachmae 725 each, distributed at a ratio of one (1) new to three
  (3) old shares; the remaining Drachmae 1,177,534,862 portion of such gains
  was applied to form Special Reserves in line with Legislative Decree
  1229/1972. Thus, the Bank’s share capital stands at Drachmae 1,624,942,500,
  divided into 2,241,300 shares of a par value of Drachmae 725 each.

  
	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  By GM resolution of 26 May 1975, the Bank’s share capital
  increased by Drachmae 64,997,700 through capitalization, pursuant to
  Emergency Law 148/1967, as amended, of a portion of the Special Reserves
  formed by the gains from revaluation of fixed assets, as above, through the
  issue of 89,652 new shares of a par value of Drachmae 725 each, distributed
  at a ratio of 1 new to 25 old shares. Accordingly, the Bank’s share capital
  stands at Drachmae 1,689,940,200, divided into 2,330,952 shares of a par
  value of Drachmae 725 each.

  
	
   

  	
   

  	
   

  
	
  (ix)

  	
   

  	
  By GM resolution of 2 June 1977 the Bank’s share capital further
  increased by Drachmae 2,779,566,434 in aggregate, through capitalization of a
  Drachmae 1,667,029,272 portion of gains from revaluation of realty, pursuant
  to law 542/1977, and of the Drachmae 1,112,537,162 balance of such gains that
  was not capitalized, pursuant to Emergency Law 148/1967. Subsequently, in
  line with law 542/1977: (a) 75% of the above aggregate amount was
  rounded off to Drachmae 2,039,583,000, in order for the new par value of each
  share to be a full number, and was applied to increase the par value of each
  share from Drachmae 725 to Drachmae 1,600 and (b) the remaining balance
  thereof, i.e. Drachmae 739,983,434, was supplemented by a Drachmae 5,920,566
  amount from the 1976 profits. Accordingly, the resulting total amount of
  Drachmae 745,904,000 was divided into 466,190 new shares of a par value of
  Drachmae 1,600 each and distributed to the shareholders at a ratio of 1 new
  to 5 old shares.

  
	
   

  	
   

  	
   

  
	
  (x)

  	
   

  	
  By GM resolution of 25 May 1979, the Bank’s share capital
  increased by Drachmae 895,086,400 through the issue of 559,429 shares of a
  par value of Drachmae 1,600 each.

  
	
   

  	
   

  	
   

  
	
  (xi)

  	
   

  	
  By EGM resolution of 24 September 1982, the Bank’s share capital
  further increased by capitalization of: (a) Drachmae 14,212,217,545.56,
  representing gains from revaluation of realty pursuant to law 1249/1982, and
  (b) a Drachmae 53,212,354.44 portion of the reserves that resulted from
  the issue of shares above par, i.e. by Drachmae 14,265,429,900 in total; of
  these, a Drachmae 9,734,055,900 portion was applied to increase the par value
  of each share from Drachmae 1,600 to Drachmae 4,500, and the remaining
  balance, of Drachmae 4,531,374,000, was divided into 1,006,972 new shares of
  a par value of Drachmae 4,500 each and distributed to the shareholders at a
  ratio of 3 new to 10 old shares.

  
	
   

  	
   

  	
   

  
	
  (xii)

  	
   

  	
  By GM resolution of 24 June 1983, a Drachmae 665,927,970 portion
  of the reserves that resulted from the issue of shares above par was
  transferred to supplement the share capital following a miscalculation during
  the process of revaluation of the Bank’s realty pursuant to law 1249/1982.
  Accordingly, the Bank’s share capital stands at Drachmae 19,635,943,500,
  divided into 4,363,543 shares of a par value of Drachmae 4,500 each.

  
	
   

  	
   

  	
   

  
	
  (xiii)

  	
   

  	
  By GM resolution of 8 June 1988 the Bank’s share capital
  increased by capitalization of: (a) a Drachmae 34,784,009,378 amount of
  gains from revaluation of realty pursuant to the National Economy and Finance
  Ministers’ joint decision of 22 February 1988 and (b) a Drachmae
  560,691,622 portion of the reserves that resulted from the issue of shares
  above par, thus amounting to Drachmae 35,344,701,000, divided into 7,854,378
  new shares of a par value of Drachmae 4,500 each and distributed to the
  shareholders at a ratio of 9 new to 5 old shares. Accordingly, the Bank’s
  share capital stands at Drachmae 54,980,644,500 divided into 12,217,921
  shares of a par value of Drachmae 4,500 each.

  
	
   

  	
   

  	
   

  
	
  (xiv)

  	
   

  	
  By GM resolution of 21 June 1991, the Bank’s share capital
  increased by (a) Drachmae 10,996,128,000 through the issue of 2,443,584
  shares of a par value of Drachmae 4,500 each, and (b) Drachmae
  5,498,064,000 through capitalization of an equal portion of the reserves that

  



 

















 


	
   

  	
   

  	
  resulted from the issue of shares above par. The said amount was
  divided into 1,221,792 new shares of a par value of Drachmae 4,500 each and
  distributed to the shareholders at a ratio of 1 new to 10 old shares.
  Accordingly, the Bank’s share capital stands at Drachmae 71,474,836,500
  divided into 15,883,297 shares of a par value of Drachmae 4,500 each.

  
	
   

  	
   

  	
   

  
	
  (xv)

  	
   

  	
  By GM resolution of 13 July 1994, the Bank’s share capital
  increased by Drachmae 16,424,627,006, representing gains from revaluation of
  realty and capitalization thereof in line with laws 2065/92 and 1839/89.
  Following addition thereto of a Drachmae 14,585,389 amount from the issue of
  shares above par, the resulting total amount of Drachmae 16,439,212,395 was
  applied to increase the par value of each share from Drachmae 4,500 to
  Drachmae 5,535. Accordingly, the Bank’s share capital stands at Drachmae
  87,914,048,895, divided into 15,883,297 shares of a par value of Drachmae
  5,535 each.

  
	
   

  	
   

  	
   

  
	
  (xvi)

  	
   

  	
  By Board resolution adopted at meeting No 1031 of 18
  November 1994, the Bank’s share capital increased by Drachmae 249,075
  through the issue of 45 new shares of a par value of Drachmae 5,535 each, as
  a result of conversion to shares of an equal number of convertible bonds
  issued in 1991. Accordingly, the Bank’s share capital stands at Drachmae
  87,914,297,970 divided into 15,883,342 shares of a par value of Drachmae
  5,535 each.

  
	
   

  	
   

  	
   

  
	
  (xvii)

  	
   

  	
  By Board resolution adopted at meeting No 1047 of 22
  November 1995, the Bank’s share capital increased by Drachmae 55,350
  through the issue of 10 new shares of a par value of Drachmae 5,535 each, as
  a result of conversion to shares of an equal number of convertible bonds
  issued in 1991. Accordingly, the Bank’s share capital stands at Drachmae
  87,914,353,320 divided into 15,883,352 shares of a par value of Drachmae
  5,535 each.

  
	
   

  	
   

  	
   

  
	
  (xviii)

  	
   

  	
  By EGM resolution of 14 March 1997, the Bank’s share capital
  increased by Drachmae 13,421,431,280 through capitalization of the reserve
  formed from gains from revaluation of fixed assets under Law 2065/1992. The
  said increase comprised (a) a Drachmae 4,209,088,280 amount to increase
  the par value of each share from Drachmae 5,535 to Drachmae 5,800 and
  (b) a Drachmae 9,212,343,000 amount to the issue of 1,588,335 new shares
  of a par value of Drachmae 5,800 each, distributed to the shareholders at a
  ratio of 1 new to 10 old shares. Accordingly, the Bank’s share capital stands
  at Drachmae 101,335,784,600, divided into 17,471,687 common shares of a par
  value of Drachmae 5,800 each.

  
	
   

  	
   

  	
   

  
	
  (xix)

  	
   

  	
  By EGM resolution of 6 October 1997, the Bank’s share capital increased
  by Drachmae 20,267,154,600 through the issue, against payment in cash, of
  3,494,337 new registered shares of a par value of Drachmae 5,800 each,
  distributed to the shareholders at a ratio of 2 new to 10 old shares. Accordingly,
  the Bank’s share capital stands at Drachmae 121,602,939,200 divided into
  20,966,024 common registered shares of a par value of Drachmae 5,800 each.

  
	
   

  	
   

  	
   

  
	
  (xx)

  	
   

  	
  By Board resolution adopted at meetings No 1094 and No 1095 of 9
  December 1997, the Bank’s share capital increased by Drachmae
  9,368,589,200 through the issue of 1,615,274 new shares of a par value of
  Drachmae 5,800 each, resulting from the conversion to shares of an equal
  number of convertible bonds issued in 1996. Accordingly, the Bank’s share
  capital stands at Drachmae 130,971,528,400, divided into 22,581,298 common,
  registered shares of a par value of Drachmae 5,800 each.

  
	
   

  	
   

  	
   

  
	
  (xxi)

  	
   

  	
  By GSM resolution of 25 May 1998, the Bank’s share capital
  increased by Drachmae 26,194,308,000 through capitalization of:
  (a) Drachmae 6,368,790,543.65 resulting from taxed reserves in line with
  law 2579/98, (b) the Drachmae 703,884,719 balance of gains from
  revaluation of realty in line with law 2065/92, and (c) Drachmae
  19,121,632,737.35 of reserves from the issue of new shares above par. As a
  result of the said increase, 4,516,260 new shares were issued, of a par value
  of Drachmae 5,800 each, and distributed to the shareholders on 25
  May 1998 as bonus shares at a ratio of 2 new to 10 old shares. Accordingly,
  the Bank’s share capital stands at Drachmae 157,165,836,400, divided into
  27,097,558 common shares of a par value of Drachmae 5,800 each.

  
	
   

  	
   

  	
   

  
	
  (xxii)

  	
   

  	
  By EGM resolution of 9 September 1998, the Bank’s share capital
  increased:

  



 

















 


(a)   by Drachmae 14,312,065,400 by the merger
through absorption, by the Bank, of “National Mortgage Bank of Greece S.A.”
(Companies’ Register No 6070/06/b/86/09), as per the provisions of Article 16
of law 2515/1997 in conjunction with the provisions of Article 69 et seq.
of Companies Act 2190/1920 (“Companies Act”).


 


(b)   by Drachmae 11,387,618,600 through
capitalisation of an equal amount of the Bank’s Share Premium Account reserve,
to maintain the par value of the Bank’s aggregate share capital at Drachmae
5,800 per share following the said merger. Accordingly, the Bank’s share
capital stands at Drachmae 182,865,520,400, divided into 31,528,538 common
registered shares of a par value of Drachmae 5,800 each.


 


	
  (xxiii)

  	
   

  	
  By Board resolution adopted at meetings No 1116 and No 1118 of 8
  December 1998 and 16 December 1998 respectively, the Bank’s share
  capital increased by Drachmae 9,368,589,200 through the issue of 1,615,274
  new shares of a par value of Drachmae 5,800 each, as a result of conversion
  to shares of an equal number of convertible bonds issued in 1996.
  Accordingly, the Bank’s share capital stands at Drachmae 192,234,109,600,
  divided into 33,143,812 common registered shares of a par value of Drachmae
  5,800 each.

  
	
   

  	
   

  	
   

  
	
  (xxiv)

  	
   

  	
  By Board resolution adopted at meetings No 1117 and No 1118 of 8
  December 1998 and 16 December 1998 respectively, the Bank’s share
  capital increased by Drachmae 13,096,005,600 through the issue of 2,257,932
  new shares of a par value of Drachmae 5,800 each, as a result of conversion
  to shares of 1,128,966 convertible bonds issued in 1991. Accordingly, the
  Bank’s share capital stands at Drachmae 205,330,115,200, divided into
  35,401,744 common registered shares of a par value of Drachmae 5,800 each.

  
	
   

  	
   

  	
   

  
	
  (xxv)

  	
   

  	
  By EGM resolution of 29 January 1999, each share was split into
  four whole shares and the par value thereof concurrently decreased from
  Drachmae 5,800 to Drachmae 1,450. Accordingly, the Bank’s share capital
  stands at Drachmae 205,330,115,200, divided into 141,606,976 common
  registered shares of a par value of Drachmae 1,450 each.

  
	
   

  	
   

  	
   

  
	
  (xxvi)

  	
   

  	
  By EGM resolution of 6 April 1999, the Bank’s share capital increased
  by Drachmae 21,522,384,800 through the issue, against payment in cash, of
  14,843,024 new common registered shares of a par value of Drachmae 1,450
  each. Of these, 682,326 were distributed to the employees and 14,160,698 to
  the shareholders of the Bank at a ratio of 1 new to 10 old shares.
  Accordingly, the Bank’s share capital stands at Drachmae 226,852,500,000
  divided into 156,450,000 common registered shares of a par value of Drachmae
  1,450 each.

  
	
   

  	
   

  	
   

  
	
  (xxvii)

  	
   

  	
  By Board resolutions adopted at meetings No 1136 and No 1137 of 14
  June 1999, the Bank’s share capital increased by Drachmae 5,092,400
  through the issue of 3,512 new shares of a par value of Drachmae 1,450 each,
  as a result of conversion to shares of 439 convertible bonds issued in 1991.
  Accordingly, the Bank’s share capital stands at Drachmae 226,857,592,400,
  divided into 156,453,512 common registered shares of a par value of Drachmae
  1,450 each.

  
	
   

  	
   

  	
   

  
	
  (xxviii)

  	
   

  	
  By Board resolutions adopted at meetings No 1143 and No 1144 of 15
  November 1999, the Bank’s share capital increased by Drachmae
  9,368,589,200 through the issue of 6,461,096 new shares of a par value of
  Drachmae 1,450 each, as a result of conversion into shares of 1,615,274
  convertible bonds issued in 1996. Accordingly, the Bank’s share capital
  stands at Drachmae 236,226,181,600, divided into 162,914,608 common
  registered shares of a par value of Drachmae 1,450 each.

  
	
   

  	
   

  	
   

  
	
  (xxix)

  	
   

  	
  By GM resolution of 18 April 2000, the Bank’s share capital
  increased by Drachmae 94,490,473,800 through capitalization of an equal
  portion of reserves from the issue of shares above par. As a result of the
  said increase, 65,165,844 new shares were issued of a par value of Drachmae
  1,450 each and distributed to the shareholders on 26 April 2000 as bonus
  shares at a ratio of 4 new to 10 old shares. Accordingly, the Bank’s share
  capital stands at Drachmae 330,716,655,400 divided into 228,080,452 common
  registered shares of a par value of Drachmae 1,450 each.

  



 

















 


	
  (xxx)

  	
   

  	
  By Board  resolutions adopted at
  meetings No 1164 and No 1165 of 15 November 2000, the Bank’s share
  capital increased by Drachmae 9,368,589,200 through the issue of 6,461,096
  new shares of a par value of Drachmae 1,450 each, which resulted from
  conversion to shares of 1,615,274 convertible bonds issued in 1996.
  Accordingly, the Bank’s share capital stands at Drachmae 340,085,244,600,
  divided into 234,541,548 common registered shares of a par value of Drachmae
  1,450 each.

  
	
   

  	
   

  	
   

  
	
  (xxxi) 

  	
   

  	
  By GM resolution of 26
  April 2001 the Bank’s share capital decreased by Drachmae 9,368,589,200
  through cancellation of 6,461,096 own shares purchased by the Bank from the
  Public Company for Transferable Securities S.A. (DEKA S.A.) Accordingly, the Bank’s share capital stands
  at Drachmae 330,716,655,400, divided into 228,080,452 common registered
  shares of a par value of Drachmae 1,450 each. 

  
	
   

  	
   

  	
   

  
	
  (xxxii)

  	
   

  	
  By GM resolution of 26 April 2001, the Bank’s share capital
  increased by Drachmae 19,016,207,686, along with an increase in the par value
  of the Bank’s share from Drachmae 1,450 to Drachmae 1,533.375, via
  capitalization of (a) Drachmae 10,637,258,098 representing gains from
  revaluation of realty pursuant to law 2065/1992, and (b) Drachmae
  8,378,949,588 from capitalisation of the Bank’s Share Premium Account
  reserve. Accordingly, the Bank’s share capital stands at Drachmae
  349,732,863,086, divided into 228,080,452 common registered shares of a par
  value of Drachmae 1,533.375 each.

  
	
   

  	
   

  	
   

  
	
  (xxxiii)

  	
   

  	
  By Board resolutions adopted at meetings No 1187 and No 1188 of 15
  November 2001, the Bank’s share capital increased by Drachmae
  9,907,289,213 through the issue of 6,461,100 new shares of a par value of
  Drachmae 1,533.375 each, which resulted from conversion to shares of
  1,615,275 convertible bonds issued in 1996. Accordingly, the Bank’s share
  capital stands at Drachmae 359,640,152,299, divided into 234,541,552 common
  registered shares of a par value of Drachmae 1,533.375 each.

  
	
   

  	
   

  	
   

  
	
  (xxxiv) 

  	
   

  	
  By GM resolution of 26 November 2001 the Bank’s share capital
  decreased by Drachmae 9,907,289,213 through cancellation of 6,461,100 own
  shares from the conversion to shares of 1,615,275 bonds purchased from the
  Public Company for Transferable Securities S.A. (DEKA S.A.) Accordingly, the
  Bank’s share capital stands at Drachmae 349,732,863,086, divided into
  228,080,452 common registered shares of a par value of Drachmae 1,533.375
  each. 

  
	
   

  	
   

  	
   

  
	
  (xxxv)

  	
   

  	
  By GM resolution of 9 May 2002, and pursuant to Article 12
  of law 2842/2000, the share capital and the par value of the share were
  converted to euro only. Accordingly, the Bank’s share capital stands at Euro
  1,026,362,034, divided into 228,080,452 common registered shares of a par
  value of Euro 4.50 each.

  
	
   

  	
   

  	
   

  
	
  (xxxvi)

  	
   

  	
  By resolution of the Repeat GM of 20 November 2002, the Bank’s
  share capital increased:

  
	
   

  	
   

  	
   

  



(a)   by Euro 8,086,472.32 by the merger through
absorption, by National Bank of Greece, of “National Investment Bank for
Industrial Development S.A. (ETEBA)” (Companies Register No  6075/06/B/86/14), pursuant to the provisions
of Article 16 of law 2515/1997, in conjunction with the provisions of
Articles 69 ET seq. of the Companies Act.


 


(b)   by
Euro 8,970,930.68,
resulting from capitalisation of an equal portion of the Bank’s share premium
account reserve, to ensure that following the merger the par value of each
share of National Bank of Greece would remain at Euro 4.50. Accordingly, the
Bank’s share capital stands at Euro 1,043,419,437, divided into 231,870,986
common registered shares of a par value of Euro 4.50 each.


 


	
  (xxxvii)

  	
   

  	
  By GM resolution of 9 May 2003, the share capital increased by
  Euro 104,341,945.50 through the issue of 23,187,099 new shares of a par value
  of Euro 4.50 each, which resulted from capitalisation of reserves and were
  distributed to the shareholders as bonus shares, at a ratio of 1 new to 10
  old shares. Accordingly, the Bank’s share capital stands at Euro
  1,147,761,382.50, divided into 255,058,085 shares, of a par value of Euro 4.50
  each.

  
	
   

  	
   

  	
   

  
	
  (xxxviii)

  	
   

  	
  By GM resolution of 18 May 2004, the share capital increased by
  Euro 344,328,417 through the issue of 76,517,426 new shares of a par value of
  Euro 4.50 each, which resulted from capitalisation of reserves and were
  distributed to the shareholders as bonus shares at a ratio of 

  



 

















 


3 new to 10 old shares. Accordingly, the Bank’s share capital stands at
Euro 1,492,089,799.50, divided into 331,575,511 shares of a par value of Euro
4.50 each.


 


	
  (xxxix)

  	
   

  	
  By second Repeat GM resolution of 3 November 2005, the share
  capital increased:

  



 


(a)   by Euro 101,274,438.72 by the merger through
absorption, by National Bank of Greece, of “National Investment Company S.A.”, in line with the provisions of Article 16
of Law 2515/1997, in conjunction with the provisions of Articles 1-5 of Law
2166/1993 and Articles 68,69-77 of the Companies Act.


 


(b)   by
Euro 22,311,177.78 resulting from capitalisation of an equal portion  of the Bank’s Share Premium Account reserve,
to provide for an increase in the par value of the Bank’s share to Euro 4.80
following the said merger. Accordingly, the Bank’s share capital stands at Euro 1,615,675,416,
divided into 336,599,045 shares of a par value of Euro 4.80 each.


 


	
  (xl)

  	
  By second Repeat GM resolution of 3 February 2006, the share
  capital increased:

  



 


(a)   by Euro 20,027,755 by the merger through the
absorption, by National Bank of Greece, of “National Real Estate S.A.”, in line with the provisions of Article 16
of law 2515/1997, in conjunction with the provisions of Articles 1-5 of law
2166/1993 and Articles 68,69-77 of the Companies Act.


 


(b)   by Euro 60,643,889 resulting from
capitalisation of an equal portion of 
the Bank’s share premium account reserve, to provide for an increase in  the par value of the Bank’s share to Euro 5
following the said merger. Accordingly, the Bank’s share capital stands at Euro
1,696,347,060 and is divided into 339,269,412 shares of a par value of Euro 5
each.


 


	
  (xli) 

  	
   

  	
  By second Repeat GM resolution of 1 June 2006, the share capital
  increased by Euro 678,538,820 through the issue against payment in cash of
  135,707,764 new common registered shares of a par value of Euro 5 each,
  distributed to the shareholders at a ratio of 4 new to 10 old shares. Thus,
  the Bank’s share capital stands at Euro 2,374,885,880, divided into
  474,977,176 common registered shares, of a par value of Euro 5 each. 

  
	
   

  	
   

  	
   

  
	
  (xlii)

  	
   

  	
  By GM resolution of 25
  May 2007, and following a Board resolution of 21 December 2006, the
  share capital was adjusted to take into account, in line with par. 9, article
  13 of the Companies Act, the Euro 1,550,215 increase through the issue of
  310,043 new common registered shares of a par value of Euro 5 each,
  distributed exclusively to the beneficiaries of the Bank’s stock option
  programme who exercised the respective stock option rights, as per GM
  resolution of 22 June 2005 and the relevant board resolutions.
  Accordingly, the Bank’s share capital stands at Euro 2,376,436,095, divided into 475,287,219 shares
  of a par value of Euro 5 each.

  
	
   

  	
   

  	
   

  
	
  (xliii)

  	
   

  	
  By GM resolution of 25
  May 2007, the Bank’s share capital increased by Euro 1,750,000 through
  the issue of 350,000 new shares of a par value of Euro 5 each, and of issue
  price at par, by capitalization of an equal portion of the taxed 2006
  profits, distribution to the Bank’s staff of bonus shares and abolition of
  the old shareholders’ preemptive right, pursuant to Article 16, par. 2
  case f of the Companies Act and article 1 of Presidential Decree 30/1988.
  Thus, the Bank’s share capital stands at Euro 2,378,186,095, divided into
  475,637,219 shares of a par value of Euro 5 each.

  
	
   

  	
   

  	
   

  
	
  (xliv)

  	
   

  	
  By Board resolution
  adopted at meeting No 1342 of 20 December 2007, the share capital increased
  by Euro 7,806,210 through the issue of 1,561,242 new common registered shares
  of a par value of Euro 5 each, distributed exclusively to the beneficiaries
  of the Stock Options Programme who exercised the respective stock option
  rights in accordance with the GM resolutions of 22 June 2005 and 1 June 2006.
  Accordingly, the Bank’s share capital stands at Euro 2,385,992,305, divided
  into 477,198,461 shares of a par value of Euro 5 each.

  
	
   

  	
   

  	
   

  
	
  (xlv)

  	
   

  	
  By second Repeat GM
  resolution of 15 May 2008, pursuant to Article 45 par. 3 of the Companies Act
  the share capital increased by Euro 95,339,190 in total through the issue of
  19,067,838 new common registered shares of a par value of Euro 5 each,
  distributed to shareholders without payment instead of part of the additional
  dividend. Accordingly, the Bank’s share capital stands at Euro 2,481,331,495,
  divided into 496,266,299 shares of a par value of Euro 5 each.

  



 


	
  (xlvi)

  	
   

  	
  By
  a resolution of the second repeat Extraordinary Meeting of its shareholders
  of 15 May 2008, the share capital was increased by way of cash payment
  by an amount of Euro 30,000,000 through the issuance of 100,000,000
  redeemable preference registered shares without voting rights and
  non-cumulative dividend issued in one or more series (the “Preference Shares”)
  of a par value of 0.30 Euro each. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  The
  privileges of the Preference Shares are (i) the right to collect before
  the common shares and, if existing, other class of preference shares of the
  Bank ranking or expressed to rank junior to the Preference Shares, a Euro denominated
  annual dividend (which may be expressed as being equal to a USD amount) that
  may be payable by the Bank in USD, (the “Preferred Dividend”); in particular
  for the financial year 1 January 2008 to 31 December 2008 the aggregate
  amount of the Preferred Dividend may be increased by up to 3/4; (ii) the
  right to collect the Preferred Dividend before the payment of dividend
  amounts described under article 45 paragraph 2b of law 2190/1920 and until
  full exhaustion of such amounts; and (iii) the right to collect before
  the common shares and other Junior Obligations of the Bank an amount
  denominated in Euro equal to the sum of the nominal value and any premium
  paid, which may be determined by reference to a fixed US dollar amount, which
  may be payable in US dollars by the Bank, from the liquidation proceeds of the
  Bank, including above par
  reserves formed after the issuance of the Preference Shares (“Liquidation
  Preference”).

  



 


	
   

  	
   

  	
  (b)

  	
  The Preference Shares do not entitled their
  holders to cumulative dividends and are not convertible  into common shares. The
  Preference Shares are issued without voting rights, subject to those cases
  where voting rights exist by operation of mandatory provisions of law.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  The Preference Shares are in material form and may by listed for
  trading on a market other than organised markets operating within Greece.

  



 


	
   

  	
   

  	
  (d)

  	
  The payment of the Preferred Dividend,
  approved as per paragraph 7 of this article, is effected in a specified
  number of equal instalments on fixed dates in each year. As an exception, the
  payment, if any, of the Preferred Dividends prior to the approval of the 2008
  financial statements by the annual general meeting of the shareholders on
  2009 will be effected through profits resulting for the financial year 1
  January 2008 to 31 December 2008, subject to the provisions of article 46 of
  law 2190/1920.

  



 


	
   

  	
   

  	
  (e)

  	
  For the purposes of this article:

  



 


	
   

  	
   

  	
   

  	
  “First Call Date” is the date following 5
  years from the issuance date of the Preference Shares;

   

  “Distributable funds under 44a” means the
  funds that may be distributed under article 44a paragraph 2 of law 2190/1920
  during the current financial year to the shareholders of the Bank;

   

  “Additional Amounts” due to withholding means
  such additional amounts
  that the Bank will pay to each holder of the Preference Shares (the “Preferred
  Shareholders”) as may be necessary in order that every net payment in respect
  of the Preference Shares, after withholding for any taxes imposed by Greece,
  as the case may be, upon or as a result of such payment, will not be less
  than the amount otherwise required to be paid. The Bank will not be required
  and will not pay any Additional Amounts in the following cases: (i) the
  withholding on account of Greek tax is required or collected due to the
  relationship that the Preferred Shareholder may have with the Hellenic
  Republic, other than the holding of the Preference Shares; or (ii) where
  such withholding or deduction is imposed on a payment to or on behalf of an
  individual and is required to be made pursuant to European Council Directive
  2003/48/EC and law 3312/2005 or any law implementing or complying with, or
  introduced in order to conform to, such Directive;

  



 


“Capital Disqualification Event” means a change
in any applicable law or regulation, or in the official interpretation or
application thereof, as a result of which for the purposes of capital adequacy
requirements applicable to banks, at
that time an
amount equal to the sum of the aggregate par value and an amount in euro
credited as share premium in respect of the Preference Shares will not be
included in the Tier 1 capital of the Bank;


 


“Depositary Event” means, in respect of any
series of Preference Shares represented by American Depositary Receipts
evidencing American Depositary Shares, a percentage of the Preference Shares
representing 5 per cent. or more of the aggregate par value of the Preference
Shares of that series is no longer represented by American Depositary Receipts
evidencing American Depositary Shares;


 


“Junior Obligations” means to the extent existing
(i) ordinary shares of the Bank, (ii) each class of preferred shares
or similar securities of the Bank (if any) that rank junior to the Preference
Shares and (iii) any preference share or preferred security of a
Subsidiary entitled to the benefit of a guarantee or support agreement or
similar undertaking of the Bank that ranks junior to the Preference Shares;


 


“Liquidation Parity Obligations” means the most
senior preference shares or preferred securities or similar securities of the
Bank or any guarantee or support agreement or similar undertaking of the bank
(ranking pari passu with the Preference Shares as
regards participation in the assets of the Bank) in respect of Preference
Shares or similar securities of a Subsidiary (including but not limited to
claims under the guarantee of the Bank in favour of holders of preferred
securities issued by the Subsidiary of the Ban, National Bank of Greece Funding
Limited);


 


“Liquidation Preference Reduction Amount” means
an amount equal to a pro rata
portion of the total Preferred Dividends approved by the shareholders at the
most recent Annual General Meeting of the shareholders to reflect the length of
the period from (and including) the date fixed for redemption to (but
excluding) the next succeeding anniversary of the Issue Date;


 


“Ordinary Dividends” means the dividends in
respect of the Ordinary Securities;


 


“Ordinary Securities” means the ordinary shares
of the Bank;


 


“Parity Obligations” means Liquidation Parity
Obligations and Preferred Dividend Parity Obligations;


 


“Preferred Dividend Parity Obligations” means
i) the most senior preference shares or similar securities qualifying as Tier 1
capital of the Bank (other than the Preference Shares) and ii) the preference
shares or similar securities of Subsidiaries qualifying as Tier 1 capital of
the Bank on a consolidated basis and 


 

















 


entitled to the benefit of any guarantee,
support agreement or other similar contractual undertakings of the Bank ranking
pari passu with the Preference Shares as regards entitlement to dividends (or
other amounts such as claims under the guarantee of the Bank in favour of
holders of preferred securities issued by the Subsidiary of the Bank, National
Bank of Greece Funding Limited);


 


“Preferred Dividend Payment Date”   means each date on which a Preferred Dividend
is payable;


 


“Redemption Amount” means the Liquidation
Preference less the Liquidation Preference Reduction Amount (if any) plus (i) any
Preferred Dividends approved at the most recent Annual General Meeting of
shareholders but not yet paid out on the Preference Shares and (ii) any
Additional Amounts (if any);


 


“Redemption Date” means every date on which the
Preference Shares are redeemed by the Bank;


 


“Subsidiary”  means
any legal entity that is an affiliate of 
the Bank, which constitutes an “affiliated business” of the Bank in
accordance with the provisions of article 42e paragraph 5 of law 2190/1920.


 


(f)    The approval of the payment of Preferred
Dividends on the Preference Shares, in accordance with paragraph 5 herewith,
will be declared on an annual basis at the absolute discretion of the Annual
General Meeting of the shareholders of the Bank out of Distributable Funds.
Subject to the provisions relating to paragraphs 8 to 9  below, the Bank will not be permitted to pay
any Preferred Dividend on the Preference Shares if
such Preferred Dividend together with any dividends previously paid and/or
approved for payment in respect of Preferred Dividend Parity Obligations in the
then current financial year would exceed the Distributable Funds or  if
the Bank of Greece has requested in writing the non-payment of dividend
(including the amounts of dividend distributed under article 45 paragraph 2b of
law 2190/1920) to the common and preferred shareholders of the Bank.


 


(g)   Without prejudice to
the provisions of article 44a par. 2 of C.L. 2190/1920, if the Bank or any
Subsidiary of the Bank pays any distribution(s) (excluding the
distribution of bonus shares or in respect of Junior Obligations) in respect of
any class of Preferred Dividend Parity Obligations, the Bank is required to pay
Preferred Dividend (pro rata to the amount paid for Preferred Dividend Parity
Obligations) for the period during which the payment towards Preferred Dividend
Parity Obligations was made.


 


(h)   Without prejudice to
the provisions of article 44a par. 2 of C.L. 2190/1920, the Bank is required to
pay the full amount of the Preferred Dividend if the Bank or any of its
Subsidiaries pays any amount in respect of Junior Obligations (including the
buy back of ordinary shares or other Junior Obligations). The payment of the
Preferred Dividend is effected at the immediately following Preferred Dividend
Payment Date, which coincides or follows the day during which the Bank or any
of its Subsidiaries paid as above. However, the Bank is not required to pay the
Preferred Dividend if (i) the Bank or its Subsidiary bought back Junior
Obligations in accordance with the provisions of article 16 of Greek C.L.
2190/1920 and (ii) following such acquisition the total solvency ratio of
the Bank, on an unconsolidated and consolidated basis and the ratio of core
tier 1 capital to risk weighted assets of the Bank satisfy the limits set out
from time to


 

















 


time by the Bank of Greece, pursuant to the
applicable legislation as in force from time to time (including the Circulars
and Acts of the Governor of the Bank of Greece).


 


(i)    Without prejudice to
the provisions of article 44a par. 2 of C.L. 2190/1920, the Bank will pay to each Shareholder of the Preference Shares
Additional Amounts.


 


(j)    The Preference Shares
will be redeemable by the Bank in accordance with the provisions of article 17b
of C.L. 2190/1920(1), in whole but not in part. The Bank is entitled to
redemption at the First Call Date, as well as on any date thereafter following
an invitation to all the Preferred Shareholders. The redemption is effected by
payment to each Preferred Shareholder of an amount equal to the Redemption
Amount. Such redemption will be subject to the prior consent of the Bank of
Greece.


 


(k)   If, at any time
falling prior to but excluding the First Call Date, the Bank is required to pay
Additional Amounts due to withholding, due to a change in the Greek taxation
legislation, which becomes effective after the date of issue of any series of
Preference Shares, to the Preferred Shareholders, then the Preference Shares
will be redeemable at the option of the Bank, in whole but not in part, in
accordance with the provisions of article 17b of C.L. 2190/1920, on the next
Preferred Dividend Payment Date, upon not less than 30 nor more than 60 days’
notice by the Board of Directors of the Bank to all the holders of the
Preference Shares at the Redemption Amount. 
Any such redemption will be subject to the prior consent of the Bank of
Greece.


 


(l)    If a Capital Disqualification
Event has occurred, the Preference Shares may be redeemed, in whole but not in
part, at the Redemption Amount  at the option of the Bank, in accordance with the provisions of article
17b of C.L. 2190/1920, on the next Preferred Dividend Payment Date, upon not
less than 30 nor more than 60 days’ notice by the Board of Directors of the
Bank to all the Holders of the Preference Shares.  Any such redemption will be subject to the
prior consent of the Bank of Greece.


 


(m)  If , in respect of
any series of Preference Shares represented by American Depositary Receipts
evidencing American Depositary Shares, a Depositary Event has occurred, the
Preference Shares may be redeemed, at the Redemption Amount  at the option of the
Bank, in accordance with the provisions of article 17b of C.L. 2190/1920, on
any date following the occurrence of such event, upon not less than 30 nor more
than 60 days’ notice by the Board of Directors of the Bank to all the Holders
of the Preference Shares.  Any such
redemption will be subject to the prior consent of the Bank of Greece.


 


(n)   In the event of the
winding-up or liquidation of the Bank, the holders of the Preference Shares
will be entitled to receive, before the common shareholders, out of the Bank’s
liquidation proceeds (including the above par reserves) an amount per
Preference Share equal to the Liquidation Preference, which may be payable in
USD.


 


Article 5


 


1.          Each time new shares are issued,
their price may not be set below par. In the event of issue of new shares above
par, the difference between the par value and the issue price may not be
applied towards payment of dividends or fractional rights.


 

















 


2.          The resolution adopted by the
corporate body vested with authority to resolve on a share capital increase or
bond issue, as per the provisions of the Companies Act and these Articles of
Association, shall at least specify the amount of the capital increase or bond
issue, the method to be used for raising the relevant funds, the number and
category of shares or bonds to be issued, the par value and offering price
thereof, and the deadline for payment of such funds.


 


3.          Cash payments to meet the initial
capital level or any increase thereof, as well as shareholders’ deposits
intended for share capital increase in future, shall be made into a special
corporate account held with any bank legally operating in Greece.


 


4.          Under the provisions of Article 13
of the Companies Act the GM may empower the Board to decide for a share capital
increase, or - insofar as the GM is the appropriate corporate body to decide
thereon -, for a bond issue, by GM resolution subject to the publication
formalities provided for by Article 7b of the Companies Act. In this case,
the share capital increase may be up to the level of the capital paid up at the
date the said powers are delegated to the Board, whereas the amount of the bond
issue may not exceed half of the share capital paid up at such date. The said
powers of the Board may be renewed by the GM for a period each time not
exceeding five years and shall come into effect on expiry of each such period.
The said GM resolution is subject to the publication formalities provided for
by Article 7b of the Companies Act.


 


By exception to the provisions
of the previous sub-paragraph, when corporate reserves exceed 1/4 of the
paid-up share capital the share capital increase is subject to a GM resolution,
to be adopted in accordance with the provisions of Article 29, par. 3 and
4 and Article 31, par. 2 of the Companies Act, as amended, along with a
respective amendment to the Article hereof regarding the share capital.


 


The share capital increase
provided for under sub-par. 1 of this paragraph shall not constitute an
amendment to the Articles of Association.


 


5.          The GM that resolves on a share
capital increase pursuant to pars 3 and 4 of Article 29 and par. 2 of Article 31
of the Companies Act may authorize the Board to resolve on the new shares’
offering price, and/or interest rate and method of determination thereof, in
the event of issue of interest-earning shares, within a term determined by the
GM, that cannot exceed one year. In this case, the time period for the payment
of the relevant funds under Article 11 of the Companies Act shall begin on
the date when the said resolution determining the shares’ offering price and/or
interest rate or method of determination thereof, as the case may be, is
adopted by the Board.


 


6.           In any share capital increase, even by
contribution in kind, or a convertible bond issue, a pre-emptive right to the
entire amount of the new capital or bond issue shall be granted to shareholders
of record, pro rata to their equity holding as at the time of issue. In the
event that the Bank has already issued shares of more than one category, and
voting rights, rights to profit distribution and liquidation proceeds vary
among  these different categories of shares,
then the share capital increase may be implemented through one such category of
shares alone; in this case, the holders of the other categories of shares shall
be granted a pre-emptive right only following non-exercise  thereof
by the holders  of shares of the same category
as the new shares.


 


The pre-emptive right shall be
exercised within the time period set by the corporate body that decided for the
share capital increase. The said time period, subject to the payment deadline
provided for in Article 11 of the Companies Act, shall not be less than 15
days. In the case of par. 5 of this Article, the time period for the exercise
of the pre-emptive right shall not begin before the date of the Board
resolution determining the new shares’ offering price. In the cases of sub-pars
2 and 3 of par. 6 of this Article, the corporate body that decided for the
increase shall also determine the time period for the exercise of the said
right by the rest of the shareholders; the said time period shall not be less
than 10 days and shall begin on the date following the expiry date of the
respective time period provided for the holders of shares of the same category
as the new shares.


 


Following expiry of the said
deadlines, any shares not taken up as above shall be freely disposed of by the
Board of Directors, at a price not lower than that paid by the existing
shareholders.


 

















 


In the event that the corporate body which decides for
the share capital increase fails to set a deadline for the exercise of the
pre-emptive right, such deadline, or any extension thereof, shall be set by
resolution of the Board adopted within the time limits provided for under Article 11
of the Companies Act.


 


The invitation to exercise the pre-emptive right,
which must also indicate the deadline set for the exercise thereof, shall be
published in the Bulletin of Companies and Limited Liability Companies of the
Government Gazette.


 


Without prejudice to par. 5 of this Article, the said
invitation and deadline for the exercise of the pre-emptive right may be
omitted in the event that the shareholders who attended the GM represented the
entire share capital and were informed of the deadline set for the exercise of
the pre-emptive right, or stated their decision to exercise same or not.
Publication of the invitation to exercise the pre-emptive right may be
substituted by registered letters, return receipt requested, to the
shareholders.


 


7.          The pre-emptive right may be limited
or abolished by GM resolution and subject to the provisions of par. 10 of Article 13
of the Companies Act.


 


8.          The share capital increase is
allowed through the issue of redeemable shares, which may be issued as
preferred shares, with or without voting right, pursuant to the provisions of Article 3
of the Companies Act. Redemption thereof shall be by corporate declaration to
shareholders, subject to the publication requirements of Article 11
hereof, and valid only on release to shareholders of the corresponding
contribution.  The capital increase, the
issue of redeemable shares and potential exclusion of the pre-emptive right
shall be subject to the provisions of this Article; the redemption option shall
be subject to the requirements of Article 17b of the Companies Act.
Furthermore, the Bank is entitled to issue preference shares of any type
permitted by applicable legislation. In departure from the provisions of Article 6
hereof, the said redeemable and preference shares may be physical shares.


 


9.          In the event that the capital raised
is less than the amount of the authorized share capital increase, the Board
shall, by its resolution confirming payment, also adjust Article 4 of
these Articles of Association to reflect the amount of such capital raised, as
same resulted from the share capital increase.


 


Article 6


 


1.          The Bank’s shares are registered,
pursuant to Article 11a of the Companies Act. Should banks be allowed to
issue bearer shares (deregistration of shares) in future, conversion of
currently registered shares to bearer shares shall be by GM resolution.


 


2.          The shares shall be dematerialised, registered
with Hellenic Exchanges Holding S.A. (HELEX) without serial numbers and monitored by means of entries
in the records thereof.


 


3.          The rights and obligations issuing
from each share of the Bank shall apply to the person registered with HELEX as a shareholder of the Bank.


 


4.          The shares are indivisible. In the
event of joint ownership of a share, the joint owners may exercise their rights
only by a joint representative thereof and are jointly and severally liable for
the performance of their obligations issuing from the share.


 


5.          On acquiring a share, the
shareholder accepts the Bank’s Articles of Association and GM and Board
resolutions.


 


6.          By resolution adopted in line with
the provisions of Article 29 par. 3 and 4 and Article 31 par. 2 of
the Companies Act, the GM may establish a plan for allocating corporate shares
to the Directors and employees of the Bank and of associated companies thereof
in the sense of Article 42e par. 5, in the form of stock options pursuant
to the provisions of Article 13, par. 13-14 of the Companies Act and of
the resolution of the said GM, a summary of which shall be subject to the
publication formalities provided for under Article 7b of the Companies
Act.


 






 










 


CHAPTER
THREE


 


GENERAL MEETING OF SHAREHOLDERS


 


Article 7


 


The General
Meeting of Shareholders (“GM”) is the Bank’s supreme corporate body entitled to
decide on each single matter concerning the Bank. Its lawful resolutions shall
be binding on all shareholders, even those absent or dissenting.


 


Article 8


 


1.                            All of the Bank’s shareholders are
entitled to participate in the GM.


 


2.                            Shareholders may be represented at the GM
by other, duly authorized persons.


 


3.                            Each share shall entitle the holder to
one vote. Each shareholder is entitled to a number of votes equal to the number
of shares held.


 


Article 9


 


1.                            The GM
is the sole corporate body vested with authority to decide on:


 


(a)                      Amendments
to the Bank’s Articles
of Association. Such amendments shall be deemed to include share capital
increases or decreases, except the share capital increase for which the Board
decides as per Article 5 par. 4 hereof;


 


(b)                     Election
of the members of the Board and the auditors;


 


(c)                      Approval
of the Bank’s annual financial statements;


 


(d)                     Appropriation
of the annual profits;


 


(e)                      Merger,
split-off, transformation, revival, extension of duration or dissolution of the
Bank;


 


(f)                        Appointment
of liquidators; and


 


(g)                     Any
other matter provided for by law.


 


2.                            The
provisions of the previous paragraph do not apply to: (a) capital
increases by Board resolution pursuant to pars 1 and 14 of Article 13 of
the Companies Act, or capital increases imposed by provisions of other laws, (b) amendments
to the Articles of Association introduced by the Board under par. 5 of Article 11,
pars 2 and 13 of Article 13 and par. 4 of Article 17b of the
Companies Act, (c) The election of Directors in replacement of Directors
resigned, deceased or having forfeited their office for whatever reason, in
line with the provisions of these Articles of Association pursuant to par. 7 of
Article 18 of the Companies Act, (d) the absorption of a company
fully owned by another
company  as per Article 78 of the Companies Act, and (e) the
option for distribution of profits or non-mandatory reserves within the current
financial year by resolution of the Board, subject to prior GM authorization.


 


3.                            The GM
shall decide on all Board proposals included in the agenda in all other
respects.


 


Article 10


 


1.                            The GM
shall be convened by the Board and held ordinarily (“AGM”) at the Bank’s
registered office or in the region of another municipality within the
prefecture where the Bank’s registered office is located, at least once a year,
always within six months of the end of each financial year. The GM may also be
convened extraordinarily (“EGM”) whenever deemed expedient, at the discretion
of the Board.


 


2.                            The
Annual General Meeting (AGM) shall review the annual financial statements and
the Board’s and the auditors’ reports thereon and shall decide on the approval
thereof.


 

















 


3.                            The
AGM shall elect at least one auditor and one substitute auditor, as
specifically provided for under par. 1 of Article 33 hereof.


 


4.                            Following
approval of the annual financial statements, the AGM shall, by special voting,
by roll-call, decide on the discharge from personal liability of the Board and
the auditors. Such discharge shall have no effect in cases falling under Article 22a
of the Companies Act. The members of the Board and employees that are shareholders
of the Bank may take part in the roll call only on the basis of the number of
shares they hold.


 


Article 11


 


1.                            With
the exception of repeat GMs and GMs deemed similar thereto, the GM shall be
called at least 20 days before the date set for it. The said 20-day period
shall be inclusive of business days, but exclusive of the date the invitation
to the GM is published or the date the GM is held.


 


2.                            Invitation
to the GM is not required in the event that shareholders representing the
entire share capital are present or represented at the meeting and none of them
objects to the GM being held or taking decisions.


 


3.                            The
invitation to the GM, including at least the place, i.e. the premises along
with the exact address, where the GM is to be held, the date and time thereof,
the items on the agenda, clearly specified, and the shareholders entitled to
participate therein, along with precise instructions as to the method of
participation and exercise of the rights thereof in person or by proxy, shall
be displayed in a conspicuous place at the Bank’s Head Office and published as
follows:


 


(a) In the Companies and Limited Liability
Companies Bulletin of the Government Gazette pursuant to the provisions of Article 3
of Presidential Decree dated 16 January 1930 re the companies bulletin.


 


(b) In a daily newspaper selected from the
newspapers provided for under Article 3 of Legislative Decree 3757/1957,
as amended, that are published in Athens and have, in the Board’s judgment, wide circulation
in Greece, and


 


(c) In a daily financial newspaper from those
which:


 


(aa)                  have
been published 6 days a week for at least 3 consecutive years as purely
financial newspapers,


 


(bb)                have
had a daily circulation of at least 5,000 copies throughout the said 3-year
period,


 


(cc)                  meet
the financial newspapers’ qualification standards set by joint decision of the
Minister of Trade and the Minister of Press and Mass Media, as specified in
par. 2 (c) of Article 26 of the Companies Act.


 


(d) In a daily or at least weekly newspaper from
those published in the place of the Bank’s registered office.


 


Daily or weekly newspapers are required to meet the
standards of Article 1 of Legislative Decree 1263/1972 and Article 2
of law 4286/1963, respectively, as amended, and to have been in continuous
circulation, at least as weekly newspapers, for a minimum period of 3 years.


 


The Invitation shall be published 10 full days in
advance in the Companies and Limited Liability Companies Bulletin of the
Government Gazette and 20 full days in advance in the daily newspapers or
financial press as above. In the event of repeat GMs, such time limits shall be
reduced by half.


 

















 


Article 12


 


1.                            Shareholders
shall be entitled to participate in and vote at the GM provided they have
deposited the relevant CSD certificate
with the Bank at least 5 days before the date set for the GM.


 


2.                            The
said deadline shall also apply to shareholders’ representatives’ or proxies’
legalization documents deposited with the Bank.


 


3.                            Shareholders
that have not adhered to the provisions of this Article may participate in
and vote at the GM subject to permission thereof.


 


4.                            Shareholders
that are legal entities may participate in the GM by up to 3 representatives
each.


 


Article 13


 


1.                            48 hours before each GM, a list of the
names of the shareholders entitled to vote thereat, along with each shareholder’s
number of shares and votes, the names of their proxies, where applicable, and
the said shareholders’ and proxies’ addresses shall be displayed in a
conspicuous place at the Bank’s Head Office. The Board shall include in the
said list all shareholders shall have adhered to the provisions of the
preceding article.


 


2.                            Should a shareholder or proxy thereof
object to the list, such objection may be raised only at the commencement of
the GM and prior to deliberation on the agenda.


 


Article 14


 


1.                            The Chairman of the Board shall also
provisionally chair the GM. Should the Chairman be unable to attend the GM, he
shall be replaced by his substitute as per par. 2 of Article 21 hereof.


 


Should such substitute
be also unable to attend, the GM shall be provisionally chaired by the
shareholder that owns the largest number of shares, or by the proxy thereof.
Two of the shareholders or proxies present, designated by the Chairman, shall
act as provisional secretaries.


 


2.                            Following ratification of the list of
shareholders, the GM shall promptly elect the Chairman thereof and 2
secretaries, the latter also acting as vote counters.


 


Article 15


 


1.                            The GM
shall form a quorum and validly deliberate on the items on the agenda when
shareholders owning at least 1/5 of the paid-up capital are present or
represented thereat. Should there be no such quorum, the GM shall reconvene
within 20 days as of the date of the meeting that was cancelled, by at least 10
full days’  prior invitation to this effect; at such repeat meeting the GM shall
form a quorum and validly deliberate on the original agenda irrespective of the
portion of the paid-up share capital represented. If the place and time of the
repeat meetings prescribed by law in the event that no quorum is formed are
specified in the original invitation, no further invitation is required.


 


2.                            Exceptionally,
with respect to resolutions concerning a change in corporate nationality or
activities, an increase in shareholder liability, a share capital increase not
provided for by the Articles of Association, as per par. 1 and 2 of Article 13
of the Companies Act, as amended, unless imposed by law or implemented through
capitalization of reserves, a decrease in share capital, unless carried out in
accordance with par. 6 of Article 16 of the Companies Act, a change in the
profit appropriation method, a corporate merger, split-off, transformation,
revival, extension of duration or dissolution, delegation or renewal of powers
to the Board to decide for the share capital increase as per par. 1 of Article 13
of the Companies Act, as amended, and in any other case provided for by law,
the GM shall form quorum and validly deliberate on the agenda when shareholders
representing 2/3 of the paid-up share capital are present or represented
thereat.


 


Should no quorum be formed at the first meeting, as
described in the preceding paragraph, a first repeat meeting shall convene
within 20 days as of the first meeting, with at least 10 full days’ prior invitation, and
shall form quorum and validly deliberate on the original agenda when at least
1/2 of the paid-up share capital is represented thereat.


 

















 


If, again, no quorum is formed, a second repeat
meeting shall convene within 20 days, with at least 10 full days’ prior invitation, and
shall form quorum and validly deliberate on the original agenda when at least
1/5 of the paid-up share capital is represented thereat. If the place and time
of the repeat meetings prescribed by law in the event that no quorum is formed
are specified in the original invitation, no further invitation is required.


 


Article 16


 


1.                            Resolutions
shall be adopted by absolute majority of the votes represented at the GM.


 


2.                            Exceptionally,
resolutions on items relating to issues under par. 2 of Article 15 hereof
shall be adopted by a majority of 2/3 of the votes represented at the GM.


 


Article 17


 


1.                            The
minutes of the GM shall be recorded a special book in summary form and ratified
by the signatures of the Chairman and the two secretaries of the GM. Should a
shareholder so request, the Chairman of the GM shall enter an accurate summary
of the shareholder’s opinion in the minutes.


 


2.                            A list
of the names of the shareholders present at the GM in person or by proxy, to be
prepared as per Article 13 hereof, shall be entered in the said book also.


 


3.                            Copies
of or excerpts from the GM minutes shall be ratified by the Chairman of the GM
or by the Chairman of the Board or the legal substitute thereof.


 

















 


CHAPTER FOUR


 


BOARD OF DIRECTORS


 


Article 18


 


1.                           The Bank is managed by the Board of
Directors, consisting of 9 to 15 members, and is represented in all its affairs
as per articles 22-24 below.


 


2.                            The
Board is composed of executive and non-executive members, and at least two of
such non-executive members are independent pursuant to law 3016/2002, as
amended. The Board members are elected by the GM, which determines the number
of directors and the directors that shall be independent. Legal entities may
also be Board members. In such a case, the legal entity is required to appoint
an individual to exercise its powers as a director. Board membership may be
revoked by the GM at any time. Furthermore, the GM may also elect substitute
directors. Substitute directors so elected shall, in order of election, replace
any elected directors who resign, die, or forfeit their office or capacity for
whatever reason.


 


3.                            In the
event that a director ceases to be on the Board as a result of resignation,
death or forfeiture for whatever reason, and his replacement by substitute
directors elected by the GM, as per the previous paragraph, is not feasible,
the remaining directors shall, provided that at least 5 of them are present,
provisionally elect another director to fill the vacancy for the remaining term
of office of the director replaced. Such election shall be valid for the
remaining term of office of the director replaced, and announced by the Board to
the immediately following GM, which may replace the directors elected even if
no relevant item is included in the agenda.


 


Under all circumstances, the
remaining directors, irrespective of number, may call a GM solely for electing
a new Board.


 


4.                            The
appointment and the discharge, for whatever reason, of members of the Board and
persons authorized to represent the Bank on a joint or sole representation
basis, along with their identity particulars, shall be subject to publication
requirements as per Articles 7a and 7b of the Companies Act, as amended.


 


Article 19


 


1.                            Without
prejudice to the provisions of par. 3 of Article 18 hereof, the directors
shall be elected for a term of 3 years, and their term of office shall end at
the AGM of the year in which the three-year term as of their election by the GM
expires.


 


2.                            The
directors can be re-elected indefinitely.


 


Article 20


 


1.                            A
director who unjustifiably fails to participate in or be represented at the
Board meetings for over 6 months shall forfeit his office. The said forfeiture
shall be final as of the date the Board adopts a resolution to this effect, to be
recorded in the Board minutes.


 


2.                            A
director’s
resignation should be addressed to the Board. Such resignation becomes final on
receipt, not being subject to acceptance, by the Bank.


 


Article 21


 


1.                            The
Board elects by absolute majority from among its members the Chairman of the
Board, the Bank’s Chief Executive Officer, who manages the affairs of the Bank,
one Vice Chairman and one Deputy Chief Executive Officer.


 


The Chairman of the Board may also be elected as the
Chief Executive Officer and the Vice Chairman may also be elected as the Deputy
Chief Executive Officer of the Bank.


 

















 


2.                            Should
the Chairman be absent, obstructed or deceased, he shall be substituted by the
Chief Executive Officer and, should the Chief Executive Officer be absent,
obstructed or deceased, he shall be substituted by the Vice Chairman; and
should the Vice Chairman be absent, obstructed or deceased, he shall be
substituted by the Deputy Chief Executive Officer.


 


3.                            The
Board shall be constituted into a body at the first meeting thereof following
each election of Directors by the GM, as well as under any circumstances when
the Chairman’s or the Chief Executive Officer’s post is vacated for whatever
reason. Until the Board elects a new Chairman or Chief Executive Officer, the
relevant duties shall be exercised by the substitute thereof.


 


4.                            The
Chairman of the Board or his substitute shall chair the meetings of the Board,
introduce the items for deliberation and manage the affairs of the Board.


 


5.                            The
Board elects a Board secretary who may or may not be a member thereof.


 


Article 22


 


1.                            The
Board represents the Bank in court and out of court and may delegate its powers
and functions, in all or in part, including the right of representation, to the
Chief Executive Officer, the Deputy Chief Executive Officer, one or more of its
members, the Bank’s general managers, managers, staff members or other persons
meeting the requisite standards in terms of technical and other qualifications,
attorneys and third parties in general, by virtue of a Board resolution, which
shall also determine the matters in respect of which the said powers and
functions are delegated. Excluded are any such matters as may require
collective action by the Board. The Board may also delegate the Bank’s internal
control to one or more persons other than members of the Board, or to members
of the Board also, insofar as this is not prohibited by law. The persons
referred to in the previous sub-paragraphs may, insofar as this is provided for
under the relevant Board resolutions, further delegate all or part of the
functions delegated to them to, and further confer the powers conferred on them
on, other persons, directors, employees, attorneys or third parties in general.


 


2.                            The
Board may determine that should the Chief Executive Officer be absent,
obstructed or deceased, he shall be substituted in the entire range of his
powers and functions by the Deputy Chief Executive Officer and, should the
latter be also absent, obstructed or deceased, by a director to be determined by
the Board.


 


Article 23


 


1.                           The
Board is the corporate body vested with authority to decide on any matter
concerning the management, the assets and, generally, the pursuit of the Bank’s corporate
objectives in accordance with the provisions of law 3016/2002, as amended;
excluded are matters that by law or these Articles of Association fall within
the sole jurisdiction of the GM.


 


2.                            Board
acts, even if in excess of corporate objectives, shall be binding on the Bank
against third parties, unless there is proof that the third party was, or
should have been, aware of such excess, observance alone of the publication
formalities as regards the Bank’s Articles of Association or amendments thereto
not constituting proof. Limitations on the Board powers pursuant to the
Articles of Association or to GM resolutions, even if subjected to the
publication formalities, may not be asserted against third parties.


 


3.                            The
Board is the appropriate corporate body to decide on matters such as:


 


(a)                                           Establishment
of branch offices, agencies and representative offices in Greece and abroad;


(b)                                          Acquisition
of shareholdings in other banks in Greece or abroad, or divestment thereof;


(c)                                           Approval
of the Bank’s by-laws;


(d)                                          Nomination
of the Bank’s General Managers and Managers following the Chief Executive Officer’s recommendation;


(e)                                           Audit
and approval of the Bank’s annual and consolidated financial statements;


 

















 


(f)                                              Establishment
of associations and foundations under Article 108 and participation in
companies falling under Article 784 of the Greek Civil Code;


(g)                                           Bond
issues of any type, except those that by law fall exclusively within the
jurisdiction of the GM.


 


4.                            The
Bank is bound in its transactions by the signature of either one or two
authorized signatories. The Board may validly grant sole signature
authorization only to the Chief Executive Officer, the Deputy Chief Executive Officer and general
managers of the Bank.


 


Article 24


 


1.                           The Bank shall be represented in courts
as provided for by Article 22 above. The Chief Executive Officer, the
Deputy Chief Executive Officer and the general managers may delegate to one or
more of the Bank’s employees or attorneys-at-law, acting on a sole or joint
basis, powers to represent the Bank in any court action and with respect to any
matter relating to enforcement proceedings.


 


2.                           Should the Bank be required to appear in
person before a court, the public prosecutor or any other judicial or other
authority (including independent authorities), or in the event of oath-taking,
signing and filing complaints or suits and waiving same, registering an
appearance as a prosecuting party before criminal courts during preliminary
hearings and court hearings and waiving same, pursuing legal remedies against
judgments and decrees of criminal courts and waiving same, and generally under
all circumstances requiring appearance in person before a court, the public
prosecutor and any other judicial authority, the following persons may take
decisions on behalf of the Bank and legally represent the Bank: all general
managers, managers or their substitutes or deputy managers of the
Administration, or of the Bank’s network divisions or managers of regional
divisions,  or chiefs of section or
chiefs of service of the Administration or network divisions or regional divisions.


 


3.                           In respect of the affairs of the Bank’s
Non-Performing Loan units and branches, further to the above officers, the manager
of the Non-Performing Loan unit, of the branch or his/her substitute, or one of
the deputy managers, or one of the chief operations officers or officers or
substitutes thereof may also take decisions on behalf of the Bank and legally
represent same.


 


4.                           In respect of criminal matters concerning
the Bank that are heard by penal courts outside the place where the Bank’s unit
or branch that filed the relevant complaint, or charges, is domiciled, the manager
or the substitute thereof or a deputy manager or a chief operations officer of
the Bank’s branch located within the district of the court by which the case is
heard may also take decisions on behalf of the Bank and legally represent same.


 


5.                           By an ad-hoc resolution of the Board,
subject to the publication formalities provided for by law, the Bank may grant
special authorization to officers thereof to represent same as regards the
observance of tax, customs, city-planning, market regulation, labour, securities,
capital market, personal data, banking supervision and other special legal provisions
within the said officers’ areas of responsibility.


 


Article 25


 


1.                            The
Board of Directors shall meet at the Bank’s registered office when required by
law or corporate needs, or when the Chairman sees fit, or at the request of
directors, as provided for under par. 3 of this Article. Exceptionally, the
Board may hold meetings at places other then the Bank’s registered office, in
cities of Greece or of other EU countries or in other places where the Bank or
another company of its Group have established a presence. Under all
circumstances, Board meetings shall be validly held at any place other than the
Bank’s registered office, and whether in Greece or abroad, provided that at any
such meeting all directors are present or represented and no director objects
to the meeting being held or to resolutions being adopted thereat.


 

















 


2.                            The
Board shall be convened by the Chairman thereof, by means of an invitation to
the directors at least two business days prior to the meeting. The invitation
must clearly specify the items on the agenda, otherwise resolutions may not be
adopted at the meeting unless all directors are present or represented and no
director objects to resolutions being adopted thereat.


 


3.                            At the
request of two directors, to be filed with the Chairman or his substitute, the
Chairman or his substitute shall call a Board meeting to convene within 7 days
as of the date the request is filed.


 


                                     The
said directors should clearly specify in their request the agenda of the Board
meeting requested; failure to do so carries a penalty of inadmissibility. In
the event that such meeting is not convened within the 7-day deadline as above,
the directors are allowed to convene a Board meeting themselves within 5 days
as of expiry of the said deadline, by communicating the relevant invitation to
the rest of the directors.


 


4.                            At the
request of two directors, the Chairman shall enter any item proposed to him in
the agenda of the first meeting held following such request.


 


Article 26


 


1.                            The
Board shall form a quorum and validly deliberate when one half plus one of the
directors is present or represented, but under no circumstances may the number
of directors present in person be less than 5. In determining such quorum,
fractions shall be omitted.


 


2.                            For
resolutions to be validly adopted by the Board an absolute majority of the
votes of directors present or represented is required, unless otherwise
provided for by law or these Articles of Association.


 


3.                            Should
a member of the Board be absent or unable to attend the Board meeting, such
member may appoint by letter any other Board member as his proxy. Each director
may duly represent only one of the other directors. Board members may not
appoint persons other than Board members to represent them on the Board.


 


Article 27


 


1.                            The
Board may meet by teleconference, in which case the Invitation to the directors
shall include the information necessary for their participation in the meeting.


 


2.                            Board
deliberations and resolutions shall be recorded in summary form in a special
book, which may be maintained in electronic form also. At the request of a
director, the Chairman shall enter an accurate summary of the director’s
opinion in the Board minutes. A list of the names of the directors present or
represented at the meeting shall also be recorded in the said book.


 


3.                            Board
minutes drafted and signed by all directors or the representatives thereof
shall be equivalent to a Board resolution, even where no Board meeting has been
held.


 


4.                            Copies
of Board meeting minutes that are subject to filing with the Companies Register
pursuant to Article 7a of the Companies Act, as amended, shall be filed
with the Ministry of Trade within 20 days as of the Board meeting.


 


5.                            Board
meeting minutes shall be signed by the Board Chairman or Secretary; copies of
and excerpts from the said minutes issued by the said persons shall be official
without further validation, as per par. 8 of Article 20 of the Companies
Act also.


 


Article 28


 


Subject to the provisions governing the legality of
transactions between the Bank and its Board members, any fee or remuneration
paid to a member of the Board for whatever reason shall be deemed legal and be
borne by the Bank only if approved by an ad hoc resolution of the AGM.


 

















 


Article 29


 


Pursuant to Articles 22a and 22b of the Companies Act,
as amended, Board members are liable to the Bank for acts and/or omissions
thereof while managing corporate affairs. Specifically, no such liability
exists in the event that the Board member proves that he has acted with the
diligence of a prudent businessman, such diligence being determined also in the
light of the capacity and duties of each member of the Board, or in the event
of acts or omissions that are based on lawful resolutions of the GM or that
regard a reasonable corporate decision taken in good faith, on the basis of
adequate information and solely to serve corporate interests.


 


Article 30


 


1.                            The
Bank’s directors, general managers and managers are prohibited from engaging,
either on their own behalf or on behalf of third parties, in such business
activities as may fall under any corporate objective pursued by the Bank, or
from participating as general partners in companies pursuing such objectives,
without the approval of the GM. In the event of a breach of the said provision,
the Bank shall enforce its rights under par. 2 and 3 of Article 23 of the
Companies Act, as amended.


 


2.                            The
directors and any third parties to whom the Board has delegated powers and
authorities shall not pursue own interests conflicting with interests of the
Bank.


 


3.                            The
directors and any third parties to whom the Board has delegated powers and
authorities shall disclose to the other directors in a timely manner own
interests that may arise from corporate transactions within their
responsibility, and any other conflict of interests between them and the Bank
or any affiliate thereof that may arise in the course of their duties, in the
sense of par. 5 of Article 42e of the Companies Act.


 


4.                            Each
director shall observe strict confidentiality with respect to any affairs of
the Bank that he becomes aware of in his capacity as a member of the Board.


 














 


CHAPTER FIVE


 


MINORITY RIGHTS


 


AUDIT - FINANCIAL YEAR -
ANNUAL FINANCIAL STATEMENTS


 


Article 31


 


1.                             At the
request of shareholders representing 1/20 of the paid-up share capital, the
Board of Directors shall convene an EGM and set the date thereof not later than
45 days as of the date on which the request was submitted to the Chairman of
the Board. The request shall indicate the items on the agenda.


 


2.                             At the
request of shareholders representing 1/20 of the paid-up share capital, the
Chairman of the GM shall postpone, only once, decision-taking by the GM,
whether an AGM or an EGM, for a new GM to be held on the date indicated in the
shareholders’ request, but not later than 30 days as of the said postponement.


 


                                      The GM
held following such postponement, being a continuation of the previous GM, is
not subject to publication requirements as regards the invitation to
shareholders, and new shareholders may also participate therein subject to the
provisions of Articles 12 and 13 par. 1 hereof.


 


3.                             At the
request of shareholders representing 1/20 of the paid-up share capital,
decision-taking on the GM agenda shall be by roll-call.


 


4.                             At the
request of a shareholder filed with the Bank at least 5 full days before the
date of the GM, the Board shall provide the GM with any such specific
information on the Bank's business as may be requested, insofar as it serves
for real assessment of items on the agenda. Moreover, at the request of
shareholders representing 1/20 of the paid-up share capital, the Board shall
inform the GM, provided it is an AGM, of the moneys paid by the Bank to each
director or the managers of the Bank over the last two years, and of any
benefits received by such persons from the Bank for whatever reason or under
any agreement with the Bank. In all of these cases the Board is entitled to
decline to provide the information requested, for good reasons, to be recorded
in the minutes. Depending on the circumstances, one such good reason may be the
requesting shareholders’ representation on the Board as per par. 3 or 6 of
Article 18 of the Companies Act.


 


5.                             At the
request of shareholders representing 1/5 of the paid-up share capital, filed
with the Bank at least 5 full days before the GM, the Board of Directors shall
provide the GM with information on the current status of corporate affairs and
assets. The Board of Directors may decline to supply the information requested
for good reasons, to be recorded in the minutes.


 


6.                             In the
cases of sub-par. 2 of par. 4, and of par. 5 of this Article, any dispute as to
the validity of the Bank’s reason for declining to provide the information
requested shall be settled by a judgment rendered by the competent court of the
place of the Bank’s registered office. By virtue of the said judgment the Bank
may be required to provide the information it had declined.


 


7.                             Under
all circumstances, when requesting shareholders exercise their right the are
required to produce proof of their shareholder capacity and number of shares.
Means of such proof also include proof of shares deposited as per par. 1 and 2
of Article 28 of the Companies Act.


Article 32


 


1.                             The
following persons are entitled to file with the competent court a petition for
an audit of the Bank in accordance with the procedure provided for by law: (a)
Shareholders of the Bank representing at least 1/20 of
the paid-up share capital, (b) The Stock Exchange Commission, (c) The Minister
of Development or the appropriate supervisory authority, as the case may be.


 


2.                             The
said audit shall be ordered if the acts alleged by the petitioners are deemed
likely to contravene provisions of the law, or of these Articles of
Association, or of GM resolutions.


 

















 


Under all circumstances, audit requests as
above shall be filed within three (3) years of approval of the financial
statements for the year in which such acts allegedly occurred.


 


3.                             Shareholders
representing 1/5 of the paid-up share capital may file with the competent court
a petition for an audit as per par. 1 of this Article if the overall
corporate performance suggests that the management of corporate affairs has not
been based on sound or prudent practices.


 


4.                             Shareholders
requesting an audit as above shall provide the court with proof of ownership of
the shares entitling them to the audit request. Means of such proof also
include proof of shares deposited as per par. 1 and 2 of Article 28 of the
Companies Act.


 


Article 33


 


1.                             The
Bank’s annual financial statements shall be audited by at least one certified
auditor in accordance with the provisions of the relevant audit legislation.


 


2.                             The
audit provided for under the preceding paragraph is a necessary prerequisite
for valid approval of the annual financial statements by the AGM.


 


3.                             Certified
auditors as well as an equal number of substitute auditors shall be appointed by
the AGM held during the year to be audited, in accordance with the relevant
legislation. The Board members shall be liable to the Bank for omission of
certified auditors’ appointment in the event of failure to convene the AGM in a
timely manner. Under all circumstances, however, the validity of certified
auditors’ appointment shall not be affected in the event of appointment thereof
by a subsequent GM. For the purposes of this Article, certified auditors may be
reappointed for up to five consecutive financial years, and may be subsequently
appointed anew only after the lapse of an interval of two full financial years.


 


4.                             Certified
auditors appointed shall be notified by the Bank of their appointment and shall
be deemed to accept same unless they decline it within five business days.


 


5.                             Auditors’
appointment and discharge for whatever reason, along with their identification
particulars, shall be subject to publication requirements as per Articles 7a
and 7b of the Companies Act, as amended.


 


Article 34


 


1.                             The
auditors shall monitor the accounts and financial position of the Bank
throughout the financial year, being entitled to access any books, accounts and
documents thereof, including GM and Board minutes.


 


                                      The
auditors shall also make every necessary recommendation to the Board and, in
the event that they ascertain a breach of provisions of the law or of these
Articles of Association, they shall refer the matter to the appropriate
supervisory authority.


 


2.                             Following
the close of the financial year the auditors shall audit the annual financial
statements of the Bank and submit a report on their findings to the AGM. The
said report should clearly indicate whether, following confirmation of the
accuracy and legality of the entries made in the Bank’s books, the annual
financial statements and the Profit and Loss Account reflect the Bank’s
financial position and results, respectively, as at the closing date of the
audited financial year.


 


3.                             The
auditors shall specifically indicate in their report whether:


 


                                      (a)                        The
auditors were provided with all information necessary to discharge their
duties;


 


                                      (b)                       A full
account was obtained of the operations of the Bank’s branches,


 


                                      (c)                        There
was a change in inventory taking over the previous financial year.


 

















 


4.                             The
auditors shall be present at the AGM and provide all information relating to
their audit.


 


5.                             The
auditors shall be liable to the Bank for any wrongful act on their part while
discharging their duties, and for compensation with respect thereto. Such
liability cannot be excluded or modified. The Bank’s claim shall be
statute-barred after two years.


 


6.                             At the
auditors’ request the Board shall convene a GM within 10 days as of the date
such request was submitted to the Chairman of the Board, determining the agenda
thereof as per the auditors’ request.


 


Article 35


 


1.                             The
financial year shall last 12 months, commencing on 1 January and ending on
31 December of each year.


 


2.                             At the
end of each financial year the Board shall close the accounts, preparing a
detailed inventory of the corporate assets and the annual financial statements
according to the provisions of the law; furthermore, it shall submit to the AGM
such annual financial statements, annual report (along with any explanatory
report indicating all that is provided for under par. 7 of Article 43 of
the Companies Act, as it stood prior to Presidential Decrees 409/86 and 498/87)
and the auditors’ report.


 


3.                             The
Bank’s balance sheet, profit and loss account and appropriation account, as
well as the relevant auditors’ report, shall be published by the Board at least
twenty 20 days prior to the date of the AGM, as provided for by law.


 


4.                             For a
resolution in respect of the annual financial statements, as approved by the
Board, to be validly adopted by the AGM, the annual financial statements should
bear the signatures of three persons, i.e. (a) the Chairman of the Board,
or his legal substitute, (b) the Managing or the Executive Director or,
should there be no such Director, or should his capacity and the aforesaid
persons’ capacities be combined into a single person, by a director appointed
by the Board to that effect, and (c) the chief accountant.


 


                                      Should
the above parties disagree on the legality of the method of preparation of the
annual financial statements, they shall submit their objections by letter to
the AGM.


 


5.                             The
annual financial statements and the Board and the auditors’ reports shall be
available to shareholders 10 days before the AGM on request.


 


Article 36


 


1.                                      Net
profits of the Bank shall be deemed to be the profits resulting from the gross
earnings after deduction of all expenses, losses, legally authorized
depreciation and any other corporate obligation.


 


2.                                      The
Bank’s net profits shall be appropriated as follows:


 


                                      (a)                        5% -
20% of the total net profits shall be retained to apply towards an ordinary
reserve up to an amount equal to one half of the share capital. On formation of
the above amount, fund retention for these purposes shall no longer be
mandatory and shall so remain, unless the level of the ordinary reserve is for
whatever reason reduced to less than one half of the share capital.


 


                                      (b)                       A
further portion of the funds shall be retained for dividend payment as required
pursuant to Article 3 of Emergency Law 148/1967, as amended.


 


                                      (c)                        Following
retention of the first dividend amount, a portion of the funds, to be
determined by the AGM, shall be deducted to apply to the formation of
extraordinary reserves; lastly, a further portion of the funds shall be
retained to apply to Board fees. The 


 

















 


                                   remaining
balance shall be either distributed to the shareholders as an additional
dividend or carried forward.


 


3.                             The
funds to be distributed to shareholders shall be paid thereto within 2 months
as of the date the annual financial statements are approved by AGM resolution,
as specifically determined by the AGM or the Board.


 


4.                             Subject
to the provisions regulating the share capital decrease, such funds as above
cannot be distributed to shareholders if at the closing date of the last
financial year the Bank’s equity capital is, or as a result of the said
distribution shall be, less than the Bank’s share capital, plus mandatory
reserves, whose distribution is prohibited by law and these Articles of
Association.


 


5.                             The
level of funds to be distributed to the shareholders shall not exceed the
results of the last financial year ended, plus previous year’s profits and
non-mandatory reserves whose distribution is allowed (and has been approved by
the GM), reduced by previous years’ losses and by such amount as shall be
required by law or the Articles of Association to apply towards the formation
of reserves. The funds to be distributed shall be paid to the shareholders
within 2 months as of the date of AGM approval of the annual financial
statements.


 


6.                             The
term “distribution” under paragraphs 4 and 5 hereof shall principally refer to
payment of dividends and interest on shares.


 

















 


CHAPTER SIX


 


WINDING UP AND LIQUIDATION


 


Article 37


 


1.                             The
Bank shall be wound up:


 


                                      (a)                        On
termination of its duration as specified herein, unless the GM has decided to
extend its duration, as provided for by par. 2 of Article 15 and par. 2 of
Article 16 hereof;


 


                                      (b)                       Following
a GM resolution adopted pursuant to the provisions of Article 15 par. 2
and Article 16, par. 2 hereof;


 


                                      (c)                        In the
event that the Bank has been declared bankrupt;


 


                                      (d)                       By
court judgment as per Articles 48 and 48a of the Companies Act.


 


2.                             In the
event of share capital loss as per Article 47 of the Companies Act, the
Board shall convene a GM within six (6) months from the end of the
financial year to decide on the Bank’s winding up or other action to be taken.


 


Article 38


 


1.                             Except
in the event of bankruptcy, winding up shall be followed by liquidation. In the
case of sub-par. (a) of Article 37 hereof, the Board shall act as
liquidator until liquidators are appointed by the GM.


 


                                      In the
case of sub-par. (b) of Article 37 hereof, the GM shall, by the same
decision, appoint 3 liquidators.


 


                                      In the
case of Article 37 (d) hereof, the liquidator shall be determined by
the court, on the basis of the court judgment ordering the winding up of the
Bank.


 


                                      Upon
appointment of liquidators, the directors’ and auditors’ powers and authorities
shall cease ipso jure.


 


2.                             On
assuming their duties, the liquidators appointed by the GM shall take an
inventory of corporate assets and publish a balance sheet in the press and in
the Companies and Limited Liability Companies Bulletin of the Government
Gazette, with a copy to the appropriate supervisory authority; they shall also
publish a balance sheet each year, as provided for under Article 7a of Law
2190/1920, as amended.


 


3.                             The
same applies to liquidators on completion of the liquidation.


 


4.                             Liquidators
shall settle the Bank’s outstanding matters forthwith, convert assets to cash,
pay debt and collect receivables. They may also take further action, should
this be deemed to serve the liquidation process and corporate interests.


 


                                      Liquidators
may sell corporate realty, the business in its entirety, as well as various
fixed assets on an individual basis following the lapse of 4 months from
winding up. Within the said 4-month period every shareholder or creditor may
file a petition with the competent court of the place of the Bank’s registered
office, requesting the court to determine a minimum selling price for corporate
realty or the business in its entirety. The relevant court judgment shall be
binding on the liquidators and shall not be subject to any legal remedy.


 


5.                             The
annual financial statements and the financial statements issued on completion
of the liquidation shall be subject to GM approval. The results of the
liquidation process shall be submitted to the GM annually, along with a report
on any reasons preventing completion thereof. On completion of the liquidation process,
the liquidators shall prepare the final financial statements, to be published
pursuant to par. 5 of Article 43b of the Companies Act, release to 


 

















 


the shareholders contribution
and share premium amounts paid, and distribute the balance of the liquidation
proceeds thereto pro rata to each shareholder’s participation in the paid up
share capital.


 


6.                             Should
the liquidation process last for over a 5-year period, the liquidator shall
convene a GM and submit to it for approval a plan for speeding up its
completion. The plan shall include a report on the liquidation work performed
so far, the reasons for the delay and proposed measures to speed up completion
of the liquidation process. Proposed measures may include waiver of corporate
rights, legal proceedings and petitions, should they be deemed inexpedient
vis-à-vis expected benefits, or of uncertain outcome, or time consuming. The
plan may also include settlement, renegotiation, terminating contracts or
entering into new contracts. The GM resolution on such plan is subject to the
quorum and majority provisions of pars 3 and 4 of Article 29 and par. 2 of
Article 31 of the Companies Act. Should the plan be approved, the
liquidator shall complete administration of the liquidation process as provided
for in the plan. Otherwise, the liquidator or shareholders representing 1/20 of
the paid-up share capital may request the one-member court of the first
instance of the place of the Bank’s registered office to approve the plan by
filing with the said court a petition to that effect, to be heard by voluntary
jurisdiction proceedings. The court may introduce adjustments to measures
included in the plan, but not any new measures further to those included. The
liquidator shall not be liable for the implementation of a plan approved as
above.


 


7.                             On
appointment of liquidators, the directors’ powers and authorities shall cease
ipso jure.


 


                                      The
provisions applying to the Board shall also apply to liquidators on a pro rata
basis. The liquidators’ proceedings and decisions shall be entered the Board
minutes book in summary form.