**EXHIBIT 1**

 

 

## **NATIONAL BANKOF GREECE**

## ** **

 

### **ARTICLES OF ASSOCIATION**

### ** **

 

#### **English Translation**

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**BoDSECRETARIAT AND SHAREHOLDER SERVICES DIVISION**

**BANK’SSHARES**

 

**  July 2006**

 

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**NATIONALBANK OF GREECE S.A.**

 

**PREAMBLE**

 

The present Articles of Association are a codificationof the provisions of the Articles of Association of Banking Société Anonymeunder the name “National Bank of Greece, S.A.”, as approved by Minister ofTrade decision No 22883 of 19March 1953 and promulgated inGovernment Gazette No 58 of 20 March 1953 (Bulletin on Sociétés Anonymes),and subsequently amended as follows:

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 2 April 1955,approved by Minister of Trade decision No 44311/2399 of 9 November 1955and promulgated in Government Gazette No 368 of 16 November 1955 (Bulletinon Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 24 February 1956,approved by Minister of Trade decision No 12336/641 of 30 March 1956 andpromulgated in Government Gazette No 122 of 9 April 1956 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 29 April 1957,approved by Minister of Trade decision No 2467/685 of 22 August 1957 andpromulgated in Government Gazette No 420 of 5 September 1957 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 30 April 1958,approved by Minister of Trade decision No 21634/1239 of 10 June 1958 andpromulgated in Government Gazette No 233 of 10 June 1958 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 14 April 1962,approved by Minister of Trade decision No 47115/2727 of 5 September 1962and promulgated in Government Gazette No 551 of 20 September 1962(Bulletin on Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 22 April 1963,approved by Minister of Trade decision No 15439/790 of 15 April 1964 andpromulgated in Government Gazette No 224 of 25 April 1964 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 24 June 1967,approved by Minister of Trade decision No 62886/4407/599 of 4 October 1967and promulgated in Government Gazette No 935 of 18 October 1967 (Bulletinon Sociétés Anonymes and Limited Liability Companies).

 

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•By resolution passed at the Bank’s General Meeting of Shareholders on 27 June 1968,approved by Minister of Trade decision No 63889/5656 of 7 October 1968 andpromulgated in Government Gazette No 1046 of 22 October 1968 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 19 May 1969,approved by Minister of Trade decision No 47726/4146 of 16 July 1969 andpromulgated in Government Gazette No 1013 of 25 July 1969 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 28 May 1970,approved by Minister of Trade decision No 62699/5224 of 9 September 1970and promulgated in Government Gazette No 1331 of 21 September 1970(Bulletin on Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 7 September 1972,approved by Minister of National Economy decision No 14314 of 22 December 1972and promulgated in Government Gazette No 1960 of 27 December 1972(Bulletin on Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 25 May 1973,approved by Prefect of Attica decision No 211619 of 18 October 1973 andpromulgated in Government Gazette No 1796 of 30 October 1973 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 12th September 1974,approved by Prefect of Attica decision No 130905 of 9 January 1975 andpromulgated in Government Gazette No 48 of 17 January 1975 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 26 May 1975,approved by Prefect of Attica decision No 121044 of 5 November 1975 andpromulgated in Government Gazette No 2366 of 12th November 1975(Bulletin on Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 2 June 1977,approved by Prefect of Attica decision No 110201 of 20 August 1977 andpromulgated in Government Gazette No 2712 of 23 August 1977 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 7 June 1980,approved by Prefect of Attica decision No 32198 of 31 December 1980 andpromulgated in Government Gazette No 4002 of 31 December 1980 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 24 September 1982,approved by Prefect of Attica decision No 26825 of 2 December 1982

 

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and promulgated in Government Gazette No 4192 of 3December 1982 (Bulletin on Sociétés Anonymes and Limited LiabilityCompanies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 24 June 1983,approved by Prefect of Attica decision No 35117 of 28 December 1983 andpromulgated in Government Gazette No 3233 of 29 December 1983 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 8 June 1988,approved by Minister of Trade decision No K3-6804 of 7 September 1988 andpromulgated in Government Gazette No 2931 of 12 September 1988 (correctionin No 3010 of 22 September 1988) (Bulletin on Sociétés Anonymes andLimited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 21 June 1991,approved by Minister of Trade decision No 5040 of 5 August 1991 andpromulgated in Government Gazette No 3481 of 7 August 1991 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 21 June 1991,approved by Minister of Trade decision No K2-8133 of 26 November 1991 andpromulgated in Government Gazette No 4622 of 27 November 1991 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 26 June 1992,approved by Minister of Trade decision No K2-7620 of 20 October 1992 andpromulgated in Government Gazette No 4795 of 20 October 1992 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 13 July 1994,approved by Minister of Trade decision No K2-6176 of 2 September 1994 andpromulgated in Government Gazette No 5183 of 7 September 1994 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolution No1031 adopted by the Board of Directors on 18 November 1994, approved byMinister of Trade decision No K2-9536 of 12 December 1994 and promulgatedin Government Gazette No 6868 of 13 December 1994 (Bulletin on SociétésAnonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meetings of Shareholders on 15 June 1995 and5 July 1995, approved by Minister of Trade decision No K2-993 of 1 February 1996and promulgated in Government Gazette No 552 of 5 February 1996 (Bulletinon Sociétés Anonymes and Limited Liability Companies).

 

• By resolution No1047 adopted by the Board of Directors on 22 November 1995, approved byMinister of Trade decision No K2-9725 of 5 December 1995

 

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and promulgated in Government Gazette No 6919 of 7December 1995 (Bulletin on Sociétés Anonymes and Limited LiabilityCompanies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 14 March 1997,approved by Minister of Development decision No K2-3109 of 8 April 1997and promulgated in Government Gazette No 1498 of 11 April 1997 (Bulletinon Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 6 October 1997,approved by Minister of Development decision No K2-9775 of 24 November 1997and promulgated in Government Gazette No 8200 of 24 November 1997(Bulletin on Sociétés Anonymes and Limited Liability Companies).

 

• By resolution No1095 adopted by the Board of Directors on 9 December 1997, approved byMinister of Development decision No K2-11558 of 16 December 1997 andpromulgated in Government Gazette No 8712 of 17 December 1997 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 25 May 1998,approved by Minister of Development decision No K2-5862 of 16 June 1998and promulgated in Government Gazette No 4121 of 18 June 1998 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 9 September 1998,approved by Minister of Development decision No K2-9572 of 29 September 1998and promulgated in Government Gazette No 7797 of 2 October 1998 (Bulletinon Sociétés Anonymes and Limited Liability Companies).

 

• By resolution No1118 adopted by the Board of Directors on 16 December 1998, approved byMinister of Development decision No K2-12598 of 29 December 1998 andpromulgated in Government Gazette No 10056 of 31 December 1998 (Bulletinon Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 29 January 1999,approved by Minister of Development decision No K2-1135 of 29 January 1999and promulgated in Government Gazette No 631 of 5 February 1999 (Bulletinon Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 6 April 1999,approved by Minister of Development decision No K2-4122 of 24 June 1999and promulgated in Government Gazette No 4753 of 25 June 1999 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolution No1137 adopted by the Board of Directors on 14 June 1999, approved byMinister of Development decision No K2-7255 of 30 June 1999 and promulgatedin Government Gazette No 5122 of 2 July 1999 (Bulletin on SociétésAnonymes and Limited Liability Companies).

 

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• By resolution No1144 adopted by the Board of Directors on 15 November 1999, approved byMinister of Development decision No K2-13248 of 22 November 1999 (twice)and promulgated in Government Gazette No 9367 of 25 November 1999(Bulletin on Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 18 April 2000,approved by Minister of Development decision No K2-5175 of 21 April 2000and promulgated in Government Gazette No 2944 of 26 April 2000 (Bulletinon Sociétés Anonymes and Limited Liability Companies).

 

• By resolution No1165 adopted by the Board of Directors on 15 November 2000, approved byMinister of Development decision No K2-14485 of 22 November 2000 (twice),and promulgated in Government Gazette No 10860 of 24 November 2000(Bulletin on Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 26 April 2001,approved by Minister of Development decision No K2-6205 of 23 May 2001 andpromulgated in Government Gazette No 2999 of 25 May 2001 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolution No1188 adopted by the Board of Directors on 15 November 2001, approved byMinister of Development decision No K2-15939 of 21 November 2001 (twice)and promulgated in Government Gazette No 10409 of 22 November 2001(Bulletin on Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 26 November 2001,approved by Minister of Development decision No K2-17801 of 28 December 2001and promulgated in Government Gazette No 11546 of 31 December 2001(Bulletin on Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 9 May 2002,approved by Minister of Development decision No K2-11517 of 5 September 2002and promulgated in Government Gazette No 9257 of 6 September 2002(Bulletin on Sociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 20 November 2002and the Special Meeting of Bondholders on 20 November 2002, approved byMinister of Development decision No K2 15554 of 20 December 2002 and promulgatedin Government Gazette No 12826 of 22 December 2002 (Bulletin on SociétésAnonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 9 May 2003,approved by Minister of Development decision No K2 5653 of 23 May 2003 andpromulgated in Government Gazette No 3933 of 23 May 2003 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

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• By resolutionpassed at the Bank’s General Meeting of Shareholders on 18 May 2004,approved by Minister of Development decision No K2 6618 of 4 June 2004 andpromulgated in Government Gazette No 5338 of 8 June 2004 (Bulletin onSociétés Anonymes and Limited Liability Companies).

 

• By resolutionpassed at the Bank’s General Meeting of Shareholders on 3 November 2005,approved by Minister of Development decision No K2 15160 of 13th December 2005and promulgated in Government Gazette No 12650 of 13th December 2005(Bulletin on Sociétés Anonymes and Limited Liability Companies).

 

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**NATIONALBANK OF GREECE S.A.**

 

**ARTICLESOF ASSOCIATION**

 

**CHAPTERONE**

 

**ESTABLISHMENT– NAME – REGISTERED OFFICE – DURATION – OBJECTS**

 

**Article 1**

 

1.                             National Bank ofGreece S.A. was established in 1841. Under Royal Decree dated 26/27 February 1953,the Bank was merged with Bank of Athens S.A. (established in 1893) and adoptedthe name National Bank of Greece and Athens S.A. Its present name, as definedby the General Meeting of its Shareholders on 30 April 1958, is ENIKH TPAPEZA THS ELLADOS A.E. In Englishthe name shall read National Bank of Greece S.A.; in other languages, it shallbe either a true translation of its Greek name, or written in Latin characters.

 

2.                             National Bank ofGreece S.A. has its registered office in Athens, at 86 Eolou Street. Branchoffices, agencies and representative offices may be established anywhere inGreece or abroad upon a resolution of the Bank’s Board of Directors.

 

**Article 2**

 

The Bank’s duration is fixedup to 27 February 2053. By resolution of the General Meeting ofShareholders, which will amend this Article, the Bank’s duration may beextended.

 

**Article 3**

 

1.                             The Bank shallengage in all such banking and financial activities in general, both at homeand abroad, as shall be allowed to banking Sociétés Anonymes by Greek and EUlegislation as amended each time.

 

To the extent permitted bystanding legislation, the Bank may also carry out the said activities on behalfof third parties, either on a joint venture basis, or in association with otherlegal entities or natural persons of any nationality.

 

2.                             The objects ofthe Bank’s activities shall, in particular, be as follows:

 

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(a)                                  To extend alltypes of loans, credits or guarantees;

 

(b)                                 To acquire orassign claims thereunder;

 

(c)                                  To provideintermediary services in the financing of business, inter-business cooperationor in the underwriting of share capital issues through public subscription orbond issues; also to represent bond holders or other lenders;

 

(d)                                 To borrow funds,obtain credits or guarantees and issue bond loans;

 

(e)                                  To accept cashdeposits or other refundable funds, in euro and in foreign exchange or inforeign currency;

 

(f)                                    To purchase,sell, safe keep, manage or collect negotiable instruments; also securities(whether quoted on the Stock Exchange or not), foreign exchange or foreigncurrency;

 

(g)                                 To issue andmanage means of payment (credit cards, travellers cheques and letters ofcredit);

 

(h)                                 To participate insecurity issues and provide related services;

 

(i)                                     To provideconsulting services to companies in respect of the capital structure,industrial strategy and related matters; also to provide consultation andservices with regard to mergers, acquisitions or liquidation of companies;

 

(j)                                     To provideintermediary services in the interbank markets;

 

(k)                                  To manageportfolios and provide related consulting services;

 

(l)                                     To provide creditinformation reports;

 

(m)                               To lease safedeposit boxes, and

 

(n)                                 To participate inbusinesses at home and abroad.

 

3.                             The Bank mayestablish associations, foundations under Article 108 of the Greek CivilCode and firms under Article 784 of such Code, engaged in cultural, educationaland financial activities, as well as participate in such firms already existing.

 

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**CHAPTERTWO**

 

**SHARECAPITAL - SHARES**

 

**Article 4**

 

1.                                                 The Bank’s sharecapital amounts to euro 2,374,885,880 and is divided into 474,977,176 shares,of a nominal value of euro 5 each.

 

2.                                                 Such sharecapital has been arrived at as follows:

 

(i)                                               By virtue ofRoyal Decree dated 26 February 1953, the share capital was fixed to223,190,100,000 old Drachmae, divided into 30,366 shares fully paid, each of anominal value of 7,350,000 old Drachmae. This capital resulted from thetransfer of all “National Bank of Greece S.A.” and “Bank of Athens S.A.”corporate property, including all assets and liabilities as at 27 February 1953,to “National Bank of Greece and Athens S.A.”, which, as aforesaid, changed itsname into “National Bank of Greece S.A.” and ipso jure and without any furtherformalities entered as the universal successor of the above Banks into alltheir rights and obligations, except for their obligations under direct debts,guarantees, or other reasons originating from bonds, securities in general,contracts or otherwise, and relating to loans in gold or in foreign currencycontracted in the form of bonds or not, issued to bearer by Sociétés Anonymes,Legal Entities of Public Law, Municipalities and Communities, etc (LegislativeDecree 3504/1956).

 

(ii)                                            Following adecision reached by the Bank’s Board of Directors on 10 September 1953,the share capital was increased to 297,586,800,000 old Drachmae or 297,586,800new Drachmae (Law 2824/1954), divided into 40,488 shares, each of a nominalvalue of 7,350 new Drachmae.

 

By a resolution adopted atthe General Meeting of Shareholders on 2 April 1955, the said sharecapital was divided into 404,880 shares, each of a nominal value of Drachmae735.

 

(iii)                                         Pursuant to RoyalDecree dated 14/27 November 1956 “re Readjustment of Financial Statementsof Sociétés Anonymes”, the above share capital was readjusted to Drachmae721,353,476. After the absorption of reserves amounting to Drachmae 4,070,000and the “Difference due to Readjustment” account which showed a debit balanceof Drachmae 139,716,416 was deducted from Drachmae 721,353,476, it left a sumof

 

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Drachmae 581,637,060. Toround off the nominal value of each share, the amount of Drachmae 229,380 wastransferred to reserves; accordingly, pursuant to the provision of Article 10of the said Royal Decree of 14/27 November 1956, the Bank’s share capitalwas fixed at Drachmae 581,407,680 divided into 404,880 shares, each of anominal value of Drachmae 1,436.

 

(iv)                                        By a resolutionpassed on 14 April 1962 by the General Meeting of Shareholders and adecision reached by the Board of Directors on 12th October 1962, the Bank’sshare capital was increased by Drachmae 290,703,840 through the issue of202,440 shares each of a nominal value of Drachmae 1,436. As a result, the Bank’sshare capital was increased to Drachmae 872,111,520 divided into 607,320 sharesof a nominal value of Drachmae 1,436 each.

 

(v)                                           By a resolutionpassed by the General Meeting of Shareholders on 19 May 1969, the sharecapital of the Bank was increased by Drachmae 8,502,480 which was derived fromwithholding Drachmae 14 per share from the 1968 dividend; accordingly, the Bank’sshare capital rose to Drachmae 880,614,000, divided into 1,214,640 shares, eachof a nominal value of Drachmae 725; such 1,214,640 shares having resulted fromthe exchange of one (1) old for two (2) new shares.

 

(vi)                                        Subsequently, bya resolution adopted by the General Meeting of Shareholders on 28 May 1970,and in accordance with Emergency Law 148/1967, the Bank’s share capital wasincreased by Drachmae 220,153,500 through capitalization of the Special ReserveFund which amounted to Drachmae 219,934,660 and resulted from the issue of newshares above par, and of Drachmae 218,840 out of the Extraordinary ReserveFund. Such capitalization resulted in the issue of 303,660 new shares, of anominal value of Drachmae 725 each, distributed, as provided for by Law, to theshareholders at a ratio of one (1) new to four (4) old shares.Accordingly, the share capital came to Drachmae 1,100,767,500 divided into1,518,300 shares of a nominal value of Drachmae 725 each.

 

(vii)                                     By a resolutionpassed on 7 September 1972 by the Extraordinary General Meeting ofShareholders, the Bank’s share capital was further increased by (a) Drachmae157,252,500 through the issue against cash of 216,900 new registered shares,each of a nominal value of Drachmae 725 and (b) Drachmae 366,922,500 bycapitalization, according to Emergency Law

 

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148/1967 as amended, of partof the increased value, amounting in total to Drachmae 1,544,457,362 of theBank’s fixed assets, through the issue of 506,100 new shares of a nominal valueof Drachmae 725 each, distributed at a ratio of one (1) new to three (3) oldshares; Drachmae 1,177,534,862 being the balance of the increased valuethereof, having been brought to special reserves as provided for by LegislativeDecree 1229/1972. Thus, the Bank’s share capital came to Drachmae 1,624,942,500divided into 2,241,300 shares of a nominal value of Drachmae 725 each.

 

(viii)                                By a resolutionadopted on 26 May 1975 by the General Meeting of Shareholders, the Bank’sshare capital was increased by Drachmae 64,997,700 by capitalization, inaccordance with Emergency Law 148/1967 as amended, of part of the specialreserves that resulted from the increased value of the fixed assets, throughthe issue of 89,652 new shares, each of a nominal value of Drachmae 725,distributed at a ratio of one (1) new to twenty five (25) old shares.

 

The Bank’s share capitalthus came to Drachmae 1,689,940,200 divided into 2,330,952 shares of a nominalvalue of Drachmae 725 each.

 

(ix)                                        By a resolutionpassed on 2 June 1977 by the General Meeting of Shareholders, the Bank’sshare capital was further increased by a total of Drachmae 2,779,566,434through capitalization of the increased value of its real property, amountingto Drachmae 1,667,029,272, in accordance with Law 542/1977, and of the non-capitalizedbalance of the increased value of its real property, amounting to Drachmae1,112,537,162, as provided for by Emergency Law 148/1967.

 

According to Law 542/1977: (a) seventyfive per cent (75%) of the above total, rounded off to Drachmae 2,039,583,000in order that the new nominal value of each share may be made an integralnumber, was applied to increasing the nominal value of each share from Drachmae725 to Drachmae 1,600 and (b) the balance of Drachmae 739,983,434 wasincreased by Drachmae 5,920,566 drawn from the profits realized in 1976.

 

Accordingly, a total ofDrachmae 745,904,000 was divided into 466,190 new shares, each of a nominalvalue of Drachmae 1,600 and distributed to the shareholders at a ratio of one (1) newto five (5) old shares.

 

(x)                                           By a resolutionpassed by the General Meeting of Shareholders on 25 May 1979, the Bank’sshare capital was further increased by Drachmae

 

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895,086,400 through theissue of 559,429 shares of a nominal value of Drachmae 1,600 each.

 

(xi)                                        By a resolutionadopted by the Extraordinary General Meeting of Shareholders on 24 September 1982,the Bank’s share capital was further increased by capitalization of: (a) theincreased value that resulted from readjustment of its real property value, asprovided for by Law 1249/1982, amounting to Drachmae 14,212,217,545.56 and (b) Drachmae53,212,354.44 from the reserves which emanated from the issue of shares abovepar, i.e. by a total of Drachmae 14,265,429,900. Of this, the amount ofDrachmae 9,734,055,900 was applied to increasing the nominal value of eachshare from Drachmae 1,600 to Drachmae 4,500, and the balance of Drachmae4,531,374,000 was divided into 1,006,972 new shares of a nominal value ofDrachmae 4,500 each and distributed to the shareholders at a ratio of three (3) newto ten (10) old shares.

 

(xii)                                     By a resolutionadopted by the General Meeting of Shareholders on 24 June 1983, a sum ofDrachmae 665,927,970 was transferred from reserves, which resulted from theissue of shares above par, to the share capital to supplement it; such transferhaving been prompted by the erroneous calculation of readjustment of the Bank’sreal property value as provided for by Law 1249/1982. Accordingly, the Bank’sshare capital amounted to Drachmae 19,635,943,500 divided into 4,363,543 sharesof a nominal value of Drachmae 4,500 each.

 

(xiii)                                  By a resolutionpassed on 8 June 1988 by the General Meeting of Shareholders, the Bank’sshare capital was increased by capitalization of: (a) Drachmae34,784,009,378 i.e. the increased value that resulted from readjustment of theBank’s real property value, by virtue of joint decision taken by the Ministersof National Economy and Finance on 22 February 1988 and (b) Drachmae560,691,622 from 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 ofa nominal value of Drachmae 4,500 each and distributed to the shareholders at aratio of nine (9) new to five (5) old shares. Accordingly, the sharecapital rose to Drachmae 54,980,644,500 divided into 12,217,921 shares, each ofa nominal value of Drachmae 4,500.

 

(xiv)                                 By a resolutionadopted by the General Meeting of Shareholders on 21 June 1991, the Bank’sshare capital was increased by (a) Drachmae

 

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10,996,128,000 through theissue of 2,443,584 shares of a nominal value of Drachmae 4,500 each, and (b) Drachmae5,498,064,000 by capitalization of an equal amount from the reserves thatresulted from the issue of shares above par. The said amount was divided into1,221,792 new shares of a nominal value of Drachmae 4,500 each and distributedto the shareholders at a ratio of one (1) new to ten (10) old shares.Accordingly, the Bank’s share capital came to Drachmae 71,474,836,500 dividedinto 15,883,297 shares, each of a nominal value of Drachmae 4,500.

 

(xv)                                    By a resolutionadopted by the General Meeting of Shareholders on 13th July 1994, the Bank’sshare capital was increased by Drachmae 16,424,627,006 resulting fromreadjustment of the Bank’s real property value and capitalization thereof, asprovided for by Laws 2065/92 and 1839/89. The amount of Drachmae 14,585,389,that resulted from the issue of shares above par, was also added to the saidamount.

 

The aggregate amount ofDrachmae 16,439,212,395 was applied to increasing the nominal value of eachshare from Drachmae 4,500 to Drachmae 5,535 each.

 

Accordingly, the Bank’sshare capital amounted to Drachmae 87,914,048,895 divided into 15,883,297shares of a nominal value of Drachmae 5,535 each.

 

(xvi)                                 By resolution ofthe Board of Directors, adopted at meeting No 1031 of 18 November 1994,the Bank’s share capital was increased by Drachmae TWO HUNDRED FORTY NINETHOUSAND SEVENTY FIVE (249,075) through the issue of 45 new shares of a nominalvalue of Drachmae 5,535 each; such issue resulting from the conversion intoshares of an equal number of convertible bonds issued in 1991. Accordingly, theBank’s share capital amounted to Drachmae 87,914,297,970 divided into 15,883,342shares of a nominal value of Drachmae 5,535 each.

 

(xvii)                                By resolution ofthe Board of Directors, adopted at meeting No 1047 of 22 November 1995,the Bank’s share capital was increased by Drachmae FIFTY FIVE THOUSAND THREEHUNDRED FIFTY (55,350) through the issue of 10 new shares of a nominal value ofDrachmae 5,535 each; such issue resulting from the conversion into shares of anequal number of convertible bonds issued in 1991. Accordingly, the Bank’s sharecapital amounted to

 

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Drachmae 87,914,353,320divided into 15,883,352 shares of a nominal value of Drachmae 5,535 each.

 

(xviii)                           By resolutionadopted by the Extraordinary General Meeting of Shareholders on 14 March 1997,the Bank’s share capital was increased by Drachmae 13,421,431,280 throughcapitalization of the reserve fund arising from the increased value of fixedassets under Law 2065/1992. The increase was arrived at as follows: (a) anamount of Drachmae 4,209,088,280 was applied to increase the nominal value ofeach share from Drachmae 5,535 to Drachmae 5,800, (b) an amount ofDrachmae 9,212,343,000 was allocated to 1,588,335 new shares of a nominal valueof Drachmae 5,800 each, distributed to the shareholders at a ratio of one (1) newto ten (10) old shares. Accordingly, the Bank’s share capital amounted toDrachmae 101,335,784,600, divided into 17,471,687 common shares of a nominalvalue of Drachmae 5,800 each.

 

(xix)                                   By resolutionadopted by the Extraordinary General Meeting of Shareholders on 6 October 1997,the Bank’s share capital was increased by Drachmae 20,267,154,600 through theissue against cash of 3,494,337 new registered shares of a nominal value ofDrachmae 5,800 each, distributed to the shareholders at a ratio of two (2) newto ten (10) old shares.

 

Accordingly, the Bank’sshare capital amounted to Drachmae 121,602,939,200 divided into 20,966,024registered shares, of a nominal value of Drachmae 5,800 each.

 

(xx)                                      By resolution ofthe Board of Directors, adopted at meetings Nos 1094 and 1095 of 9 December 1997,the Bank’s share capital was increased by Drachmae 9,368,589,200 through theissue of 1,615,274 new shares of a nominal value of Drachmae 5,800 each; suchissue resulting from the conversion into shares of an equal number ofconvertible bonds issued in 1996. Accordingly, the Bank’s share capitalamounted to Drachmae 130,971,528,400, divided into 22,581,298 common registeredshares of a nominal value of Drachmae 5,800 each.

 

(xxi)                                   By resolutionadopted by the General Meeting of Shareholders on 25 May 1998, the Bank’sshare capital was increased by Drachmae 26,194,308,000 through capitalizationof: (a) Drachmae 6,368,790,543.65 resulting from taxed reserves under Law2579/98, (b) the balance of the increased value that resulted from readjustmentof the real property value, as provided for

 

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by Law 2065/92, amounting toDrachmae 703,884,719 and (c) Drachmae 19,121,632,737.35 resulting from thereserves from the issue of new shares above par. Such increase resulted in theissue of 4,516,260 new shares, each of a nominal value of Drachmae 5,800,distributed to the shareholders as bonus shares on 25 May 1998, at a ratioof two (2) new to ten (10) old shares. Accordingly, the Bank’s sharecapital amounted to Drachmae 157,165,836,400 and is divided into 27,097,558common shares, of a nominal value of Drachmae 5,800 each.

 

(xxii)                              By resolutionadopted by the Extraordinary General Meeting of Shareholders on 9 September 1998,the Bank’s share capital was increased:

 

(a)                                  by Drachmae14,312,065,400 through the Bank’s absorption of the banking Société Anonymeunder the name “National Mortgage Bank of Greece S.A.” (Sociétés AnonymesRegistry No 6070/06/b/86/09), as provided for by Article 16 of Law2515/1997 in conjunction with the provisions of Article 69 et seq. ofCodified Law 2190/1920,

 

(b)                                 by Drachmae11,387,618,600 through an equal capitalisation of the Bank’s share premiumaccount reserve, in order to maintain the nominal value of the Bank’s aggregateshare capital at Drachmae 5,800 per share, subsequent to the merger of theBanking Société Anonyme under the name “National Mortgage Bank of Greece S.A.”through absorption by the Bank.

 

Accordingly, the Bank’sshare capital amounted to Drachmae 182,865,520,400, divided into 31,528,538common registered shares of a nominal value of Drachmae 5,800 each.

 

(xxiii)                           By resolution ofthe Board of Directors, adopted at meetings Nos 1116 and 1118 of 8 December 1998and 16 December 1998 respectively, the Bank’s (share) capital wasincreased by (Drachmae) 9,368,589,200 through the issue of 1,615,274 new sharesof a nominal value of Drachmae 5,800 each; such issue resulting from theconversion into shares of an equal number of convertible bonds issued in 1996.Accordingly, the Bank’s share capital amounted to Drachmae 192,234,109,600,divided into 33,143,812 common registered shares of a nominal value of Drachmae5,800 each.

 

(xxiv)                          By resolution ofthe Board of Directors, adopted at meetings Nos 1117 and 1118 of 8 December 1998and 16 December 1998 respectively, the Bank’s share capital was increasedby Drachmae 13,096,005,600 through the issue of 2,257,932 new shares of anominal value of Drachmae 5,800

 

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each; such issue resultingfrom the conversion into shares of 1,128,966 convertible bonds issued in 1991.Accordingly, the Bank’s share capital amounted to Drachmae 205,330,115,200,divided into 35,401,744 common registered shares of a nominal value of Drachmae5,800 each.

 

(xxv)          By resolution adopted by theExtraordinary General Meeting of Shareholders on 29 January 1999 eachshare was split into four complete shares, with a corresponding reduction inits nominal value from Drachmae 5,800 to Drachmae 1,450. Accordingly, the Bank’sshare capital amounted to Drachmae 205,330,115,200, divided into 141,606,976common registered shares of a nominal value of Drachmae 1,450 each.

 

(xxvi)         By resolution adopted by theExtraordinary General Meeting of Shareholders on 6 April 1999, the Bank’sshare capital was increased by Drachmae 21,522,384,800 through the issueagainst cash of 14,843,024 new common registered shares of a nominal value ofDrachmae 1,450 each; 682,326 of the above shares were distributed to the Bank’semployees and 14,160,698 shares were distributed to the shareholders at a ratioof one (1) new to 10 old shares. Accordingly, the Bank’s share capitalamounted to Drachmae 226,852,500,000 divided into 156,450,000 common registeredshares, of a nominal value of Drachmae 1,450 each.

 

(xxvii)        By resolutions ofthe Board of Directors, adopted at meetings No 1136 dated 14 June 1999 andNo 1137 dated 14 June 1999, the Bank’s share capital was increased byDrachmae 5,092,400 through the issue of 3,512 new shares of a nominal value ofDrachmae 1,450 each; such issue resulting from the conversion into shares of439 convertible bonds issued in 1991. Accordingly, the Bank’s share capitalamounted to Drachmae 226,857,592,400, divided into 156,453,512 common registeredshares of a nominal value of Drachmae 1,450 each.

 

(xxviii)       By resolutions ofthe Board of Directors, adopted at meetings No 1143 dated 15 November 1999and No 1144 dated 15 November 1999, the Bank’s share capital was increasedby Drachmae 9,368,589,200 through the issue of 6,461,096 new shares of a nominalvalue of Drachmae 1,450 each; such issue resulting from the conversion intoshares of 1,615,274 convertible bonds issued in 1996. Accordingly, the Bank’sshare capital

 

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amounted to Drachmae236,226,181,600, divided into 162,914,608 common registered shares of a nominalvalue of Drachmae 1,450 each.

 

(xxix)                           By resolutionadopted by the General Meeting of Shareholders on 18 April 2000, the Bank’sshare capital was increased by Drachmae 94,490,473,800 through an equalcapitalization of the Bank’s reserve fund emanated from the issue of sharesabove par.

 

Such increase resulted inthe issue of 65,165,844 new shares, each of a nominal value of Drachmae 1,450,distributed to the shareholders as bonus shares on 26 April 2000 at aratio of four (4) new to ten (10) old shares.

 

Accordingly, the Bank’sshare capital amounted to Drachmae 330,716,655,400 and is divided into228,080,452 common registered shares, of a nominal value of Drachmae 1,450each.

 

(xxx)                              By resolutions ofthe Board of Directors, adopted at meetings No 1164 dated 15 November 2000and No 1165 dated 15 November 2000, the Bank’s share capital was increasedby Drachmae 9,368,589,200 through the issue of 6,461,096 new shares of anominal value of Drachmae 1,450 each; such issue resulting from the conversioninto shares of 1,615,274 convertible bonds issued in 1996. Accordingly, theBank’s share capital amounted to Drachmae 340,085,244,600, divided into234,541,548 common registered shares of a nominal value of Drachmae 1,450 each.

 

(xxxi)                           By resolutionadopted by the General Meeting of Shareholders on 26 April 2001, the Bank’sshare capital was reduced by Drachmae 9,368,589,200 through the cancellation of6,461,096 own shares purchased from the Public Company for TransferableSecurities S.A. (DEKA S.A.)

 

Accordingly, the Bank’sshare capital amounts to Drachmae 330,716,655,400 and is divided into228,080,452 common registered shares, of a nominal value of Drachmae 1,450each.

 

(xxxii)                        By resolutionadopted by the General Meeting of Shareholders on 26 April 2001, the Bank’sshare capital was increased by Drachmae 19,016,207,686, with an increase in thenominal value of the Bank’s share from Drachmae 1,450 to Drachmae 1,533.375,via capitalization of (a) the adjustment, by Drachmae 10,637,258,098, inthe value of the Bank’s real property pursuant to Law 2065/1992, and (b) anamount of Drachmae

 

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8,378,949,588 resulting fromcapitalisation of the Bank’s share premium account reserve.

 

Accordingly, the Bank’sshare capital amounts to Drachmae 349,732,863,086, divided into 228,080,452common registered shares, of a nominal value of Drachmae 1,533.375 each.

 

(xxxiii)                     By resolutions ofthe Board of Directors, adopted at meetings No 1187 dated 15 November 2001and No 1188 dated 15 November 2001, the Bank’s share capital was increasedby Drachmae 9,907,289,213 through the issue of 6,461,100 new shares of a nominalvalue of Drachmae 1,533.375 each; such issue resulting from the conversion intoshares of 1,615,275 convertible bonds issued in 1996.

 

Accordingly, the Bank’sshare capital amounted to Drachmae 359,640,152,299, divided into 234,541,552common registered shares of a nominal value of Drachmae 1,533.375 each.

 

(xxxiv)                    By resolutionadopted by the General Meeting of Shareholders on 26 November 2001, theBank’s share capital was reduced by Drachmae 9,907,289,213 through thecancellation of 6,461,100 own shares which resulted from the conversion of1,615,275 bonds purchased from the Public Company for Transferable SecuritiesS.A.

 

Accordingly, the Bank’sshare capital amounts to Drachmae 349,732,863,086 and is divided into228,080,452 common registered shares, of a nominal value of Drachmae 1,533.375each.

 

(xxxv)                       By resolutionadopted by the General Meeting of Shareholders on 9 May 2002, and underthe provisions of Article 12 of Law 2842/2000, the share capital and thenominal value of the share were converted into euro only.

 

Accordingly, the Bank’sshare capital amounts to euro 1,026,362,034 and is divided into 228,080,452common registered shares, of a nominal value of euro 4.50 each.

 

(xxxvi)                    By resolutionadopted by the Repeat General Meeting of Shareholders on 20 November 2002,the Bank’s share capital was increased:

 

(a) by euro8,086,472.32, through the merger by absorption, by National Bank of Greece, ofthe banking Société Anonyme “National Investment Bank for IndustrialDevelopment S.A. (ETEBA)” (Register of Sociétés Anonymes Number6075/06/B/86/14), in compliance with the provisions

 

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of Article 16 of Law2515/1997, in conjunction with the provisions of Articles 69 seq. of CodifiedLaw 2190/1920.

 

(b) by euro8,970,930.68, resulting from an equivalent capitalisation of a part of the Bank’sshare premium account reserve, which was decided so that the nominal value ofthe total number of National Bank of Greece shares remains at euro 4.50following the decided merger by absorption of “National Investment Bank forIndustrial Development S.A. (ETEBA)” by the Bank.

 

Accordingly, the Bank’s share capital amounts to euro1,043,419,437 and is divided into 231,870,986 common registered shares, of anominal value of euro 4.50 each.

 

(xxxvii)                 By resolutionadopted by the Ordinary General Meeting of Shareholders on 9 May 2003, theshare capital was increased by euro 104,341,945.50 through the issue of23,187,099 new shares of a nominal value of euro 4.50 each, which resulted fromcapitalisation of reserves and were distributed to the shareholders as bonusshares, at a ratio of one (1) new to ten (10) old shares.

 

Accordingly, the Bank’sshare capital amounts to euro 1,147,761,382.50 and is divided into 255,058,085shares, of a nominal value of euro 4.50 each.

 

(xxxviii)              By resolutionadopted by the Ordinary General Meeting of Shareholders on 18 May 2004,the share capital was increased by euro 344,328,417 through the issue of76,517,426 new shares of a nominal value of euro 4.50 each, which resulted fromcapitalisation of reserves and were distributed to the shareholders as bonusshares, at a ratio of three (3) new to ten (10) old shares.

 

Accordingly, the Bank’sshare capital amounts to euro 1,492,089,799.50 and is divided into 331,575,511shares, of a nominal value of euro 4.50 each.

 

(xxxix)                      By resolutionadopted by the Second Repeat General Meeting of Shareholders on 3 November 2005,the share capital was increased:

 

(a) by euro101,274,438.72 through the absorption, by National Bank of Greece, of the Société Anonyme “NationalInvestmentCompany S.A.”, in compliance with the provisions of Article 16 of Law 2515/1997,in

 

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conjunction with theprovisions of Articles 1-5 of Law 2166/1993 and Articles 68,69-77 of CodifiedLaw 2190/1920.

 

(b) by euro22,311,177.78 resulting from an equivalent capitalisation of a part of the Bank’sshare premium account reserve, which was decided so that the nominal value ofthe total number of the Bank’s shares increases to euro 4.80, subsequent to themerger by absorption of “National Investment Company S.A” by National Bank ofGreece.

 

Thus, the Bank’s share capital amounts to euro1,615,675,416 and is divided into 336,599,045 shares, of a nominal value ofeuro 4.80 each.

 

(xl)                                     By resolutionadopted by the Second Repeat General Meeting of Shareholders on 3 February 2006,the share capital was increased:

 

(a) by euro 20,027,755through the absorption, by National Bank of Greece, of the Société Anonyme “NationalReal EstateS.A.”,in compliance with the provisions of Article 16 of Law 2515/1997, inconjunction with the provisions of Articles 1-5 of Law 2166/1993 and Articles68,69-77 of Codified Law 2190/1920.

 

(b) by euro 60,643,889resulting from an equivalent capitalisation of a part of the Bank’s sharepremium account reserve, which was decided so that the nominal value of thetotal number of the Bank’s shares increases to euro 5, subsequent to the mergerby absorption of “National Real Estate S.A” by National Bank of Greece.

 

Thus, the Bank’s sharecapital amounts to euro 1,696,347,060 and is divided into 339,269,412 shares,of a nominal value of euro 5 each.

 

(xli)                                  By resolutionadopted by the Second Repeat General Meeting of Shareholders on 1 June 2006,the share capital was increased by euro 678,538,820 through the issue againstcash of 135,707,764 new common registered shares of a nominal value of euro 5each, distributed to the shareholders at a ratio of 4 new to 10 old shares.

 

Thus, the Bank’s sharecapital stands at euro 2,374,885,880, divided into 474,977,176 common registeredshares, of a nominal value of euro 5 each.

 

**Article 5**

 

1.                                             With each issueof new shares, their price may not be set below par. In the event of issue ofnew shares above par, the difference between the par

 

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value and the issue pricemay not be applied to the payment of dividends or fractions.

 

2.                                                 The resolutionpassed by the governing body authorized, under Codified Law 2190/1920 and theseArticles of Association, to increase the share capital or issue a bond loan,must at least specify the amount of the capital increase or bond loan, the modeof cover thereof, the number and class of shares or bonds to be issued, theirnominal value and issue price, and the deadline for cover thereof.

 

3.                                                 Cash payments incover of the initial capital or any increase thereof, as well as shareholders’deposits intended for share capital increase in the future, shall be made intoa special account in the Company’s name, held with any bank legally operatingin Greece.

 

4.                                                 Under theprovisions of Article 13 of Codified Law 2190/1920, the General Meetingmay grant to the Board of Directors the power to increase the share capital orissue a bond loan, by a resolution subject to the publication formalitiesprovided for by Article 7b of the said Law. In this case, the sharecapital may be increased up to the sum of capital which has been paid up at thedate of delegation of the said power to the Board, whereas the amount of thebond loan may not exceed half of the sum of share capital which has been paidup at such date. The aforesaid powers of the Board may be renewed by theGeneral Meeting for periods not exceeding five years for each renewal andbecoming effective upon expiry of each five-year period. The said resolution ofthe General Meeting is subject to the publication formalities provided for by Article 7bof Codified Law 2190/1920. As an exception to the provisions of the previoussub-paragraph, when the company’s reserves exceed one fourth (1/4) of itspaid-up share capital, an increase in said share capital requires a GeneralMeeting resolution passed in conformity with the provisions of Article 29,Paragraphs 3 and 4 and Article 31, Paragraph 2 of Codified Law 2190/1920as amended, and a respective amendment to the Article hereof related tothe share capital.

 

Capital increases decidedupon under sub-paragraph 1 of this paragraph shall not constitute an amendmentto the Articles of Association.

 

5.                                                 In all cases ofshare capital increase not effected by contribution in kind, or of issue ofbonds convertible into shares, a preference right on the entire

 

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new capital or bond loan shallbe given to shareholders of record at the time of issue, in proportion to theirequity holding.

 

After expiry of the deadline(which shall in no case be less than fifteen days) for exercising thepreference right designated by the Company’s body which decided on theincrease, shares not taken up as above shall be allocated by the Board ofDirectors as it sees fit.

 

In the event that theCompany’s body which decides on the share capital increase fails to set adeadline for exercising the preference right, such deadline, or any extensionthereto, shall be set by the Board of Directors, by a decision taken within thetime limits provided for by Article 11 of Codified Law 2190/1920.

 

The invitation to exercisethe preference right, which must also indicate the deadline set for exercisingsuch right, shall be published in the Bulletin on Sociétés Anonymes and LimitedLiability Companies of the Government Gazette.

 

The invitation to exercisethe preference right may however be also sent to the shareholders by registeredmail against receipt.

 

The aforesaid invitation anddeadline for exercising the preference right may be omitted, if shareholderswho attended the General Meeting represented the entire share capital and wereinformed of the deadline set for exercising the preference right, or declaredwhether they decided to exercise the preference right or not.

 

6.                                                 The aforesaidpreference right may be limited or abolished by a resolution adopted by theGeneral Meeting of Shareholders and pursuant to the provisions of Article 13Paragraphs 6 and 7 of Codified Law 2190/1920.

 

**Article 6**

 

1.                                                 As specified byCodified Law 2190/1920, Article 11a, the shares are registered. Should itbe permitted to banks in the future to issue shares to bearer (deregistrationof shares), the conversion of currently registered shares to bearer sharesshall be effected by a resolution adopted by the General Meeting ofShareholders.

 

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2.                                                 Shares shall bedematerialised, registeredwith the Central Securities Depository S.A. (CSD) without any serial number, and monitored bymeans of entries with the said Depository.

 

3.                                                 Rights andobligations arising under each share apply to the person registered with theCSD as a shareholder.

 

4.                                                 Shares are indivisible.In case of joint ownership, the joint owners’ rights shall be exercised only bya joint representative. Joint owners shall be jointly and severally liable asregards the discharge of obligations deriving from the joint ownership.

 

5.                                                 Upon acquisitionof a share, the shareholder accepts the Bank’s Articles of Association, theresolutions of the General Meetings of Shareholders and the decisions reachedby the Board of Directors.

 

6.                                                 By a resolutionadopted under the provisions of Article 29 Paragraph 3 and 4 and Article 31Paragraph 2 of Codified Law 2190/1920, the General Meeting may establish a planfor allocating Company shares to the Directors and employees of the Company, aswell as of associated companies as defined under Article 42e Paragraph 5,in the form of stock purchase options under the terms of the said resolution, asummary of which shall be published in conformity with the formalities providedfor by Article 7b. Such General Meeting resolution must designate thehighest number of shares that may be issued, which cannot exceed 1/10 ofexisting shares if beneficiaries exercise the stock purchase option, and theprice and allocation terms of beneficiaries’ shares. Adopting a resolution tothis effect, the Company’s Board of Directors shall arrange all other detailsnot otherwise arranged by the General Meeting, issue stock option certificatesand, in December of each year, issue shares to beneficiaries who haveexercised their option, increasing the Company’s capital accordingly, and certifythis capital increase in conformity with Article 11. Such capitalincreases shall not constitute an amendment to the Articles of Association and Article 13,Paragraph 5 of Codified Law 2190/1920 shall not apply thereto.

 

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**CHAPTERTHREE**

 

**GENERALMEETING OF SHAREHOLDERS**

 

**Article 7**

 

The General Meeting of Shareholdersis the Bank’s supreme body entitled to decide on each single matter concerningthe Bank. Its lawful resolutions shall be binding upon all the shareholders,even those absent or dissenting.

 

**Article 8**

 

1.                  All Bank’s shareholders havethe right to participate in the General Meeting.

 

2.                  The shareholders may berepresented at the General Meeting by other person duly authorized.

 

3.                  Each share shall entitle theholder to one vote. The number of each shareholder’s votes shall be equal tothe number of his shares.

 

**Article 9**

 

1.                                       The GeneralMeeting alone shall be authorized to decide upon:

 

(a)                                  The amendments tothe Articles of Association. Such amendments shall be also deemed to includethe increases or decreases in the Bank’s share capital, excluding the sharecapital increase decided upon by the Board of Directors under Paragraph 4, Article 5hereof;

 

(b)                                 The election ofthe members of the Board of Directors and the auditors;

 

(c)                                  The approval ofthe Bank’s Annual Financial Statements;

 

(d)                                 The appropriationof the annual profits;

 

(e)                                  The issue of bondloans;

 

(f)                                    The merger,split, conversion, revival, extension of duration or dissolution of the Bank;

 

(g)                                 The appointmentof liquidators; and

 

(h)                                 Any other matterprovided for by Law.

 

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2.                             The election ofprovisional Directors to replace Directors who resigned, died or weredischarged for any reason whatsoever shall not fall within the authority of theGeneral Meeting.

 

3.                             The GeneralMeeting shall otherwise decide upon all such Board proposals as shall be listedon the agenda.

 

**Article 10**

 

1.                             The GeneralMeeting of Shareholders shall be convened by the Board of Directors and heldregularly at the Company’s registered office at least once a year, alwayswithin six months of the end of each financial year. An extraordinary GeneralMeeting may be convened by the Board of Directors whenever deemed appropriate.

 

Exceptionally, the GeneralMeeting may also be held at another place within Greek territory, upon specialpermission granted by the Minister of Trade, as more specifically defined in Article 25,Sub-paragraph 2 of Law 2190/1920. Such permission is not required whenshareholders representing the entire share capital are present or representedat the Meeting and none of them objects to holding the Meeting and adoptingresolutions.

 

2.                             The ordinaryGeneral Meeting shall examine the Annual Financial Statements and the reportsof the Board of Directors and of the auditors on such Statements and shalldecide on their approval.

 

3.                             The ordinaryGeneral Meeting shall elect at least one auditor and one substitute, as morespecifically provided for under Article 33, Paragraph 1 hereof.

 

4.                             After approval ofthe Annual Financial Statements, the General Meeting shall by special ballot,effected by roll-call, decide upon discharging the Board of Directors and theauditors from all personal liability. Such discharge shall have no effect inthe cases under Article 22a of Codified Law 2190/1920. The members of theBoard and such employees as are shareholders of the Bank may take part in suchvoting only in respect of the number of shares they own.

 

**Article 11**

 

1.                             With theexception of repeat meetings and meetings deemed similar to them, the GeneralMeeting shall be convened at least twenty days prior to

 

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the date fixed for themeeting. Non-business days shall be included in the said period. The date ofpublication of the notice convening the General Meeting and the date of themeeting itself shall not be included.

 

2.                             A noticeconvening the General Meeting is not required in the event that shareholdersrepresenting the entire share capital are present or represented at the Meetingand none of them objects to holding the Meeting and adopting resolutions.

 

3.                             The noticeconvening the General Meeting, clearly indicating at least the building, dateand time of the meeting and the items on the agenda, shall be displayed in aconspicuous place in the Bank’s Head Office premises and published as follows:

 

(a) in the Bulletin onSociétés Anonymes and Limited Liability Companies of the Government Gazettepursuant to the provisions of Article 3 of Presidential Decree dated 16 January 1930re Bulletin on Sociétés Anonymes,

 

(b) in a dailynewspaper selected amongst the newspapers under Article 3 of LegislativeDecree 3757/1957, as amended, published in Athens and having, at the discretionof the Board of Directors, wider circulation in Greece, and

 

(c) a daily financialnewspaper amongst those which:

 

(aa)                  are published 6days a week for at least 3 consecutive years as principally financialnewspapers,

 

(bb)                have had acirculation of at least 5,000 copies a day throughout the three-year period,

 

(cc)                  comply with thestandards designated by a joint decision of the Minister of Trade and theMinister of Press and Mass Media in order to be eligible as financialnewspapers, as more specifically defined in Article 26, Paragraph 2, Pointc of Law 2190/1920.

 

(d) in a daily or atleast weekly newspaper amongst those published in the place of its registeredoffice and, in the event that no newspaper is published there, in one daily orat least weekly newspaper amongst those published in the capital of thePrefecture where the Company has its registered office.

 

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Daily or weekly newspapersmust comply with the standards of Article 1 of Legislative Decree1263/1972 and Article 2 of Law 4286/1963, respectively, as amended, andhave been in uninterrupted circulation, at least as weekly newspapers, for aminimum period of three (3) years.

 

The notice shall bepublished ten (10) full days in advance in the aforesaid Bulletin onSociétés Anonymes and Limited Liability Companies of the Government Gazette andtwenty (20) full days in advance in the aforesaid daily or weekly newspapers orfinancial press. In the event of repeat General Meetings, the above time limitsshall be reduced by half.

 

**Article 12**

 

1.                             Shareholders whohave deposited with the Bank the relevant CSD certificate at least five (5) daysprior to the date fixed for the General Meeting shall be entitled toparticipate in and vote at the General Meeting.

 

2.                             The time limitset in the previous paragraph shall also apply to the deposit with the Bank ofthe documents legalizing the shareholders’ representatives or proxies.

 

3.                             The shareholdersthat have not complied with the provisions of this Article may take partin and vote at the General Meeting only by its permission.

 

4.                             Legal entitiesmay participate in the General Meeting designating up to three persons as theirrepresentatives.

 

**Article 13**

 

1.                             A list of the shareholderswho have voting power, indicating the number of shares and of votes of each,the names of their proxies, if any, as well as the shareholders’ and theirproxies’ addresses should be displayed in a conspicuous place in the Bank’sHead Office premises forty eight (48) hours prior to each General Meeting. TheBoard of Directors shall without fail indicate in the said list all suchshareholders as shall have complied with the provisions of the precedingarticle.

 

2.                             Should a shareholder orproxy thereof object to the list, such objection may be raised only at thecommencement of the meeting and prior to the discussion of the items on theagenda.

 

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**Article 14**

 

1.                             The Chairman of the Board ofDirectors shall also temporarily preside over the General Meeting. Should theChairman be unable to attend, he shall be replaced by the substitute designatedin article 21 paragraph 2.

 

Should such substitute be alsounable to attend, the General Meeting shall be temporarily presided over by suchshareholder as shall own most of the shares, or by such shareholder’s legalrepresentative. Two of the shareholders or proxies present, designated by theChairman, shall act as temporary secretaries.

 

2.                             After ratification of thelist of shareholders, the General Meeting shall forthwith proceed to elect thedefinitive Executive Committee, consisting of a Chairman and two (2) secretaries;the latter also acting as vote counters.

 

**Article 15**

 

1.                             The GeneralMeeting of Shareholders shall be considered to have the quorum required andshall duly deliberate on the items on the agenda when shareholders owning atleast one fifth (1/5) of the paid-up capital shall be present or represented.Should there be no such quorum, the General Meeting shall again be convenedwithin twenty (20) days as of the date the meeting was cancelled, with noticebeing given at least ten (10) clear days beforehand, whereupon it shall beconsidered to have the quorum required and shall duly deliberate on theoriginal items on the agenda whatever the paid-up share capital represented.

 

2.                            Exceptionally, inrespect of decisions regarding a change in the Company’s nationality,registered office or business object, an increase in the shareholders’liabilities, a share capital increase not provided for by the Articles ofAssociation in conformity with Article 13 Paragraphs 1 and 2 of Law2190/1920, as amended, or required by Law, or made by capitalisation ofreserves, a decrease in share capital, an issue of a bond loan, a change in themethod of distribution of profits, a conversion of the Company’s stock frombearer to registered shares, a merger, split, conversion, revival, extension ofduration or dissolution of the Company, a delegation, or renewal of, a power tothe Board of Directors to increase the share capital or issue a bond loan inaccordance with Article 13, Paragraph 1 of Law 2190/1920 as amended, theGeneral Meeting shall be considered to have a quorum and shall duly deliberateon the items on the agenda when

 

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shareholders representingtwo thirds (2/3) of the paid-up share capital are present or represented.

 

Should there be no quorum inthe first meeting as described in the preceding paragraph, a first repeatmeeting shall be convened within twenty (20) days as of the aforesaid meeting,with notice being given at least ten (10) clear days beforehand, and itshall be considered to have the quorum required and shall duly deliberate onthe original items on the agenda when at least one half (1/2) of the paid-upshare capital shall be represented.

 

Should neither such quorumbe obtained, a second repeat meeting shall be convened again within twenty (20)days, with notice being given at least ten (10) clear days beforehand, andit shall be considered to have the quorum required and shall duly deliberate onthe original items on the agenda when at least one third (1/3) of the paid-upshare capital shall be represented.

 

**Article 16**

 

1.                             General Meetingdecisions shall be reached by absolute majority of the votes representedthereat.

 

2.                             Exceptionally,decisions on issues under Article 15 paragraph 2 hereof shall be reachedby a majority of two thirds (2/3) of the votes represented at the GeneralMeeting.

 

**Article 17**

 

1.                             A summary of theGeneral Meeting minutes shall be recorded in a special book and shall beratified by the signatures of the Chairman of the General Meeting and twosecretaries. Should a shareholder so request, the Chairman of the GeneralMeeting shall record in the minutes an accurate summary of the shareholder’sopinion.

 

2.                             A list of suchshareholders as shall be present or represented at the General Meeting by proxyshall be also recorded in the same book; such list being prepared as providedfor in Article 13 hereof.

 

3.                             The copies orabstracts of the General Meeting minutes shall be ratified by the Chairman ofthe General Meeting or by the Chairman of the Board of Directors or his legalsubstitute.

 

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**CHAPTERFOUR**

 

# **BOARD OFDIRECTORS**

# ** **

**Article 18**

 

1.                             The Bank isadministered by a Board of Directors consisting of nine (9) to fifteen(15) members.

 

2.                             The Board ofDirectors is composed of executive and non-executive members and, in compliancewith Law 3016/2002 as amended from time to time, at least two of thenon-executive members shall be independent. The Board members are elected bythe General Meeting of Shareholders which shall each time determine the exactnumber of such members and specify which ones shall be independent. The membersof the Board of Directors may at any time be discharged by the General Meeting.

 

3.                             Should a Directorcease to be on the Board as a result of resignation, death or discharge due toany reason whatsoever, the remaining Directors shall, subject to at least five (5) ofthem being present, temporarily elect another Director to fill the vacancy forthe unexpired term of office of the Director replaced. Such election shall besubmitted for approval to the General Meeting of Shareholders immediatelyfollowing. The actions of the Directors so elected shall be deemed to be valideven if their election shall not have been approved by the General Meeting.

 

4.                             The appointmentand the discharge of the members of the Board of Directors under any reasonwhatsoever, as well as the persons authorized to represent the Bank jointly orindividually, together with their identification data, shall be published asprovided for by Articles 7a and 7b of Codified Law 2190/1920, as amended.

 

**Article 19**

 

1.                             Subject to Article 18paragraph 3, the Directors are elected by the General Meeting for a term ofthree (3) years. The term of office of the Directors shall end at theordinary General Meeting of the year in which the three-year term as of theirelection shall have expired.

 

2.                             The Directorsshall always be eligible for re-election.

 

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**Article 20**

 

1.                             The Directorsshall be discharged if they shall unduly fail to participate in or berepresented at the Board meetings for over six (6) months. The dischargefrom office shall be definitive as of the date on which the Board of Directorsshall decide thereon by resolution recorded in the minutes.

 

2.                             The resignationof a Director shall be submitted to the Board and shall become definitive whenreceived by the Bank, acceptance thereof not being necessary.

 

**Article 21**

 

1.                             The Board ofDirectors elects by absolute majority from among its members the Chairman ofthe Board, the Bank’s Chief Executive Officer, who shall manage the Bank’soperations, one Vice Chairman and one Deputy Chief Executive Officer.

 

The Chairman of the Boardmay also be elected as the Bank’s Chief Executive Officer, and the ViceChairman may also be elected as the Bank’s Deputy Chief Executive Officer.

 

2.                             Should theChairman be absent, prevented or deceased, he shall be substituted by the ChiefExecutive Officer and, should the Chief Executive Officer be absent, preventedor deceased, he shall be substituted by the Vice Chairman; and should the ViceChairman be absent, prevented or deceased, he shall be substituted by theDeputy Chief Executive Officer.

 

3.                             The Board ofDirectors shall be constituted into a body at its first meeting convened aftereach election of Directors by the General Meeting, as well as whenever theChairman’s or Chief Executive Officer’s post shall for any reason be vacant.Until the Board of Directors elects a new Chairman or Chief Executive Officer,the duties involved shall be discharged by his substitute.

 

4.                             The Chairman ofthe Board or his substitute presides over the meetings of the Board ofDirectors, introduces the subjects for discussion and manages the affairs ofthe Board.

 

5.                             The Board ofDirectors elects its secretary who may be either one of its members or a thirdparty.

 

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**Article 22**

 

1.                             The Board ofDirectors represents the Bank judicially and extra-judicially and may by itsdecision entrust the exercise of all or part of its powers and authorities, includingthe right of representation, to the Chief Executive Officer, the Deputy ChiefExecutive Officer, to one or more of its members, to the Bank’s GeneralManagers, to the Bank’s Managers, and to third parties; such decision shallalso specify the subjects in respect of which the said powers are conferred,excluding such subjects as may require collective action of the Board ofDirectors.

 

2.                             The Board ofDirectors may also decide to entrust the exercise of part of its powers andauthorities, including the right of legal representation to the staff of theBank or to such other persons as are technically or otherwise qualified, asprovided for by Article 18 paragraph 2 and Article 22 paragraph 3 ofCodified Law 2190/1920, as amended.

 

3.                             The Board ofDirectors may confer on the Chief Executive Officer, the Deputy Chief ExecutiveOfficer and the Bank’s General Managers the right of further conferring, on thestaff of the Bank or on lawyers, the powers and authorities mentioned underparagraphs 1 and 2.

 

4.                             The Board ofDirectors may designate that should the Chief Executive Officer be absent,prevented or deceased, he shall be substituted, in the exercise of the entirerange of his duties and powers, by the Deputy Chief Executive Officer and,should the latter be also absent, prevented or deceased, by the Director to benominated by the Board.

 

**Article 23**

 

1.                             The Board of Directors shall be the bodythat decides on each matter concerning the management of the Bank, its assetsand, generally, the attainment of its corporate objectives in conformity withthe provisions of Law 3016/2002 as amended from time to time. Such matters asmay fall, according to Law and these Articles of Association, under theexclusive authority of the General Meeting shall be excluded from the Board’sjurisdiction.

 

2.                             The acts of theBoard of Directors, even if in excess of the corporate objects, shall bebinding upon the Bank against third parties, unless it is proved that the thirdparty was, or should have been, aware of such excess.

 

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Mere observance of therequisite publication formalities regarding the Bank’s Articles of Associationor the amendments thereto does not constitute proof.

 

3.                             The powers of theBoard of Directors shall include:

 

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

 

(b)                                 Participation ofthe Bank in other banks in Greece or abroad, or divestment thereof;

 

(c)                                  Approval of theBank’s by-laws;

 

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

 

(e)                                  Audit andapproval of the Bank’s Annual and Consolidated Financial Statements;

 

(f)                                    Establishment ofassociations and foundations under Article 108 and participation inCompanies under Article 784 of the Greek Civil Code.

 

4.                             The Bank is boundin its transactions by the signatures of either one or two authorizedsignatories. The Board of Directors is duly empowered to confer sole signatureauthorization only on the Chief Executive Officer and the Deputy Chief Executive Officer.

 

**Article 24**

 

As provided for by Article 22 paragraph 4 ofthe Articles of Association, the Bank shall be represented in Courts by theChief Executive Officer or his substitute. Should the Bank be required toappear personally before a Court, the Public Prosecutor’s Office or any otherJudicial Authority, or in the event of: (a) taking an oath, (b) filinga complaint or suit and waiving same, (c) registering an appearance as aprosecuting party before criminal courts during preliminary and judicialhearings and waiving same, (d) exercising legal remedies upon criminaljudgments and decrees and waiving same, as well as generally in all casesrequiring personal appearance before a Court, the Public Prosecutor’s Office orany other judicial authority, the bank can be legally represented also by allGeneral Managers, Managers or Assistant Managers of the Bank’s Administration,

 

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Network Operations or Branch Networks and, inrespect of the affairs of its Branches and Sub-Branches, also the Branch orSub-branch Manager, his substitute, one of the Assistant Managers, or one ofthe Chief Supervising Officers.

 

**Article 25**

 

1.                             The Board ofDirectors shall ordinarily meet at the Company’s registered office once eachcalendar month, and extraordinarily when the Chairman sees fit, or at theDirectors’ request, as provided for by Paragraph 3 of this Article.

 

2.                             The Board ofDirectors shall be convened by the Chairman, by means of a notice given to theDirectors at least two working days prior to the meeting. The notice mustclearly specify the items on the agenda. Otherwise, a resolution may be adoptedonly if all Directors are present or represented and none of them objects toadopting a resolution.

 

3.                             A meeting of theBoard may be requested by two Directors submitting an application to theChairman, who is obliged to call the Board within ten (10) days of suchsubmission. Should the Chairman refuse to call the Board within the saidperiod, the Directors who applied for the meeting may call the Boardthemselves, within five (5) days of expiry of the ten-day period, givingnotice to that effect to the other Directors.

 

The aforesaid application ofthe Directors shall clearly specify the items on which the Board shalldeliberate.

 

4.                             At the request oftwo Directors, the Chairman is obliged to record on the agenda of the firstmeeting held after submission of the said request every item which shall beproposed.

 

5.                             Subject toParagraph 1 of this Article, the Board of Directors may legally meet at a placeother than the place of the Company’s registered office, whether in Greece orabroad, provided that all the Directors are present or represented at themeeting and none of them objects to holding the meeting and adoptingresolutions.

 

**Article 26**

 

1.                             The Board ofDirectors shall be considered to have the quorum required and shall dulydeliberate when one half plus one of the Directors is present or

 

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represented, but under nocircumstances may the number of Directors present in person be less than five.For the purpose of determining the number of the quorum required, any resultingfraction shall be omitted.

 

2.                             The resolutionsadopted by the Board of Directors shall be valid when reached by an absolutemajority of the votes of Directors present or represented, unless otherwiseprovided for by Law or by the Articles of Association.

 

3.                             Should a memberof the Board of Directors be absent or unable to attend the Board meeting, suchmember may by letter appoint any other Board member as his proxy. Each Directormay duly represent only one of the other Directors. No one may be appointedrepresentative if not a member of the Board.

 

**Article 27**

 

1.                             The proceedingsand decisions reached by the meeting of the Board of Directors shall berecorded in summary form in a special book which may also be stored on acomputer file. At the request of a Director, the Chairman is obliged to recordin the minutes an accurate summary of the Director’s opinion. A list of theDirectors who were present or represented at the meeting shall also be recordedin the said book.

 

2.                             Copies of theminutes of Board of Directors meetings, which are required to be registeredwith the Sociétés Anonymes Registry in conformity with Article 7a of Law2190/1920 as amended, shall be filed with the Ministry of Trade within twenty(20) days of the Board meeting.

 

3.                             Copies andexcerpts of the Board meeting minutes shall be validated by the Chairman or theSecretary of the Board of Directors.

 

**Article 28**

 

Subject to the provisions governing the legalityof transactions between the Bank and members of its Board of Directors, allfees and remuneration paid to a member of the Board for whatever reason shallbe considered legal and shall be borne by the Bank only if approved by aspecial resolution of the ordinary General Meeting.

 

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**Article 29**

 

In accordance with the provisions of Articles 22aand 22b of Codified Law 2190/1920, as amended, the members of the Board ofDirectors shall be liable to the Bank for their acts and/or omissions whilstmanaging its corporate affairs.

 

**Article 30**

 

1.                             The Bank’sDirectors, General Managers and Managers shall not, without General Meetingapproval, be allowed to engage professionally, either on their own behalf or onbehalf of third parties, in such business activities as may fall under any ofthe objectives of the Bank, or to participate as general partners in companiespursuing such objects. In the event of breach of this provision the Bank shallenforce the rights granted to it under Article 23 paragraphs 2 and 3 ofCodified Law 2190/1920 as amended.

 

2.                             Each Directorshall keep the Bank’s affairs brought to his knowledge in his capacity as amember of the Board strictly confidential.

 

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**CHAPTERFIVE**

 

**MINORITYRIGHTS**

 

**AUDIT- FINANCIAL YEAR - ANNUAL FINANCIAL STATEMENTS**

 

**Article 31**

 

1.                             At the request ofshareholders representing one twentieth (1/20) of the paid-up share capital,the Board of Directors shall convene an extraordinary General Meeting ofShareholders and fix the date of the session, which may not be later thanthirty (30) days as of the date on which the request was handed to the Chairmanof the Board of Directors. The request shall indicate the items on the agenda.

 

2.                             At the request ofshareholders representing one twentieth (1/20) of the paid-up share capital,the Chairman of the General Meeting shall adjourn, only once, the passing ofresolutions by the General Meeting, whether ordinary or extraordinary, and fixthe date indicated in the shareholders’ request as the date for the session atwhich to take such decisions; this date, however, may not be later than thirty(30) days from adjournment.

 

The adjourned GeneralMeeting shall be a continuation of the previous meeting and shall not requirerepetition of the publication formalities regarding notice to shareholders; newshareholders may also participate therein, subject to Articles 12 and 13Paragraph 1 hereof.

 

3.                             At the request ofshareholders representing one twentieth (1/20) of the paid-up share capital,the decisions on the items on the General Meeting agenda shall be reached byroll-call.

 

4.                             At the request ofshareholders representing one twentieth (1/20) of the paid-up share capitalsubmitted to the Bank five (5) clear days prior to the date of theordinary General Meeting, the Board of Directors shall:

 

(a)                                  inform the GeneralMeeting of the amounts paid by the Bank over the last two years to Boardmembers, Managers or other Bank employees, for any purpose whatsoever, as wellas of any other payments made to them; also of any existing agreement betweenthe Bank and the said parties under any reason whatsoever.

 

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(b)                                 supply any suchspecific information requested about the Bank’s operations as shall be usefulto actually assess the items on the agenda.

 

The Board of Directors may,for well-founded reasons, refuse to supply information requested. Such reasonsshall be recorded in the minutes.

 

5.                            Upon requestsubmitted to the Bank five (5) days prior to the ordinary General Meetingby shareholders representing one third (1/3) of the paid-up share capital whoare not represented in the Board of Directors, the latter shall supply them ortheir legal representative either at the General Meeting or, at its discretionprior thereto, with information on the course of business and the Bank’sproperty structure. The Board of Directors may, for a substantial well-foundedreason, decline to supply the information requested, and the said reason shallbe recorded in the minutes.

 

6.                            In the cases ofsub-paragraph (b) of paragraph 4, as well as of paragraph 5 of thisArticle, any dispute as to the validity of the reason for declining to supplythe information shall be settled by judgment of the appropriate Court of theplace of the Bank’s registered office. By virtue of the said judgment, the Courtmay require the Company to supply the information it had declined.

 

7.                            In the cases ofparagraphs 1, 2, 4 and 5 of this Article, the shareholders submitting a requestshall, as provided for therein, hold the relevant Central Security Depositorycertificates, granting to them the right to submit such request, in deposit asfrom the date of submission until the date of the session of the GeneralMeeting. In the case of paragraph 6, such certificates shall remain depositeduntil the issue of the decision of the appropriate Court.

 

**Article 32**

 

1.                            An audit on theBank may, according to the procedure provided for by Law, be requested from theappropriate Court by the following persons, on the conditions set out hereinbelow:

 

(a)                                  Shareholders ofthe Bank representing at least one twentieth (1/20) of the paid-up sharecapital;

 

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(b)                                 The Athens StockExchange following a decision reached by a majority of two thirds (2/3) of itsBoard members;

 

(c)                                  The Minister ofTrade when there are serious reasons.

 

2.                            In the casesunder (a) and (b) above the audit shall be ordered if presumed thatthe alleged actions constitute violation of the Law, or of the Articles ofAssociation or of General Meeting resolutions. In the case under (c) theaudit shall obligatorily be ordered by the Court. In all cases the allegedactions must have occurred at a time not exceeding two years from the date ofapproval of the balance sheet for the year in which such actions took place.

 

3.                             Shareholdersrepresenting one third (1/3) of the paid-up share capital may, according to theprocedure provided for by Law, request the appropriate Court that an audit beconducted on the bank if the overall course of the corporate affairs leads tobelieve that such affairs have not been properly and fairly managed. Theprovision of this paragraph, however, shall not apply where the minorityrequesting the audit is represented in the Board of Directors.

 

4.                             In the cases ofParagraphs 1 and 3 of this Article, the shareholders submitting a request shallhold the relevant CSD certificates, granting the above rights to them,deposited with the Deposits and Loans Fund, the Bank of Greece or any otherprime Bank in Greece until the relative decision is issued, and at any rate fora period of at least thirty (30) days from submission of such request.

 

**Article 33**

 

1.                             In order that theGeneral Meeting may duly reach a decision on the Annual Financial Statements,such statements must have been previously audited by at least one auditor, whoshall be a member of the Association of Certified Public Accountants and whoshall be designated, together with a substitute, by the previous ordinaryGeneral Meeting. The auditors’ fee shall be set, in conformity with Article 36,Paragraph 3 of Codified Law 2190/1920, by the General Meeting resolutionappointing them.

 

2.                             Such auditors, aswell as an equal number of substitute auditors, shall be always designated bythe previous ordinary General Meeting.

 

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3.                             The appointmentand discharge of the auditors for whatever reason shall be published, togetherwith their identification data, as provided for by Articles 7a and 7b ofCodified Law 2190/1920 as amended.

 

**Article 34**

 

1.                             Throughout thefinancial year the auditors shall monitor the Bank’s accounts and financialposition and shall have access to all books, accounts and documents, includingthe minutes of the General Meeting and the Board of Directors.

 

They shall furthermore makeevery necessary recommendation to the Board of Directors and, in the event of abreach of the provisions of the Law or of the Articles of Association, referthe matter to the appropriate supervisory authority.

 

2.                             After the end ofthe financial year the auditors shall audit the Bank’s Annual FinancialStatements and shall submit a report on their findings to the ordinary GeneralMeeting. After a check on the accuracy and fairness of the entries in the Bank’sbooks is performed, such report must clearly show whether the Annual FinancialStatements reflect the Bank’s financial position at the closing date of thefinancial year audited and the Profit and Loss Account reflects the results ofsuch year.

 

3.                             The auditors’report shall, in particular, indicate:

 

(a)                                  Whether theinformation necessary to discharge their duties was supplied to them;

 

(b)                                 Whether a fullaccount of the operations of the Bank’s branch offices was brought to theirknowledge;

 

(c)                                  Whether there hasbeen a change in the method of taking an inventory over the previous financialyear.

 

4.                             The auditorsshall be present at the General Meeting and shall supply every informationrelated to their audit.

 

5.                             Whilstdischarging their duties, the auditors shall be liable for any offence andshall indemnify the Bank. Such liability cannot be eliminated or modified andthe Bank’s claim shall be statute-barred after two years.

 

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6.                             At the auditors’request the Board of Directors shall within 10 (ten) days as of the date suchrequest was submitted to the Chairman of the Board convene a General Meeting ofShareholders specifying that the item on the agenda shall be the item indicatedin the auditors’ request.

 

**Article 35**

 

1.                             The financialyear shall last twelve (12) months commencing on 1 January of each yearand ending on 31 December of same.

 

2.                             At the end ofeach financial year the Board of Directors shall close the accounts, make adetailed inventory of the corporate assets and prepare the Annual Financialstatements according to the provisions of Law; it shall furthermore submit suchAnnual Financial Statements, annual report for the period ending and theauditors’ report, to the ordinary General Meeting (together with anyexplanatory report indicating all that is provided for by Codified Law2190/1920, Article 43 paragraph 7, as was in force prior to theenforcement of Presidential Decrees 409/86 and 498/87).

 

3.                             The Company’sbalance sheet, profit and loss account and appropriation account, as well asthe relevant auditors’ report, shall be published by the Board of Directors atleast twenty (20) days prior to the session of the General Meeting as providedfor by Law.

 

4.                             A decision inrespect of the Annual Financial Statements, as approved by the Board of Directors,shall be duly reached by the General Meeting subject to such statements havingbeen signed by three different persons, i.e.: (a) the Chairman of theBoard of Directors or his legal substitute, (b) the Managing or theExecutive Director or, should there be no such Director or his capacitycoincides with the capacity of the aforesaid persons, by a Director appointedby the Board to that effect, and (c) the Chief Accountant.

 

Should the above partiesdisagree on the legality of the method of preparation of the Annual FinancialStatements, they shall submit their objections to the General Meeting inwriting.

 

5.                            Ten (10) daysprior to each ordinary General Meeting the Annual Financial Statements and thereports of the Board of Directors and of the auditors shall be made availableto any shareholders requesting them.

 

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**Article 36**

 

1.                            Net profits ofthe Bank shall be considered to be the profits resulting from the grossearnings after deduction of all expenses, losses, legally approved depreciationand any other corporate obligation.

 

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

 

(a)                                  Five to twentyper cent (5% - 20%) of the total net profits shall be applied towards anordinary reserve up to an amount equal to one half of the share capital. Uponcompletion of the above amount, the deduction shall no longer be mandatory andshall so remain unless the amount of the ordinary reserve is for any reasonwhatsoever reduced to less than one half of the share capital, whereupon suchdeduction shall again become mandatory.

 

(b)                                 As provided forby Emergency Law 148/1967, Article 3 and Law 876/79, Article 1 as arepresently in force, there shall be a deduction for the payment of the firstdividend corresponding to six per cent (6%) of the share capital.

 

(c)                                  After deductionof the first dividend there shall be another deduction which shall at thediscretion of the General Meeting be transferred to form extraordinaryreserves, and then a further deduction to cover Board of Directors’ fees; thebalance left being distributed to the shareholders as an additional dividend,or carried forward.

 

3.                            The amount to bedistributed shall be paid to the shareholders within two (2) months fromthe date when the Annual Financial Statements are approved by an ordinaryGeneral Meeting resolution, as more specifically provided for by the GeneralMeeting or the Board of Directors.

 

4.                             Subject to theprovisions regarding the decrease in the share capital, no distribution may bemade to the shareholders if at the closing date of the last financial year theBank’s equity capital is or shall as a result of the said distribution be lessthan the Bank’s share capital, plus reserves, which cannot be distributed underthe Law or the Articles of Association.

 

5.                             The amountsdistributed to the shareholders shall not exceed the results of the lastfinancial year ended, increased by the profits of the previous years and thereserves which are permitted to be distributed (their distribution having beenapproved by the General Meeting of Shareholders), reduced by

 

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the losses of the previousyears and by such amount as shall according to Law or the Articles ofAssociation be required to be applied towards the formation of reserves. Theamount to be distributed shall be paid to the shareholders within two monthsfrom adoption by the ordinary General Meeting of the resolution approving theAnnual Financial Statements.

 

6.                             The term “distribution”under paragraphs 4 and 5 hereof shall particularly include payment of dividendsand interest on shares.

 

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**CHAPTERSIX**

 

**WINDINGUP AND LIQUIDATION**

 

**Article 37**

 

1.                             The Bank shall bewound up:

 

(a)                                  Upon terminationof its duration as specified herein, unless the General Meeting shall havedecided to extend its duration, as provided for by Article 15 paragraph 2and Article 16 paragraph 2, hereof;

 

(b)                                 Following aGeneral Meeting decision reached in accordance with the provisions of Article 15paragraph 2 and Article 16, paragraph 2 hereof;

 

(c)                                  Upon the Bankhaving been declared bankrupt;

 

(d)                                 Following thedefinitive revocation of its operation license by the appropriate StateAuthority.

 

2.                             In the event ofloss of the share capital as designated in Article 47 of Codified Law2190/1920, the Board of Directors shall within six (6) months from thefinancial year end call the General Meeting to assemble to decide upon the Bank’swinding up or the adoption of other measures.

 

3.                             Concentration ofall shares in the hands of one single shareholder shall not constitute a reasonfor the Bank’s winding up.

 

**Article 38**

 

1.                             But for the eventof bankruptcy, the Company’s winding up shall be followed by liquidation. Inthe case of sub-paragraph (a) of Article 37 hereof, the Board ofDirectors shall act as liquidator until liquidators are appointed by theGeneral Meeting.

 

In the event ofsub-paragraph (b) of Article 37 hereof, the General Meeting shall bythe same decision appoint three (3) liquidators.

 

The appointment of theliquidators shall ipso jure result in the termination of the powers of theDirectors and auditors.

 

2.                             The liquidatorsappointed by the General Meeting shall, upon assuming their duties, take aninventory of corporate assets and publish a balance sheet in

 

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the press and in theBulletin on Sociétés Anonymes and Limited Liability Companies of the GovernmentGazette, also submitting a copy thereof to the appropriate supervisoryauthority; they shall also publish a balance sheet each year, as provided forunder Article 7a of Law 2190/1920, as amended.

 

3.                             Liquidators shallhave the same obligation upon completion of the liquidation.

 

4.                             Liquidators shallcomplete, without delay, the Company’s outstanding matters, convert itsproperty into cash, pay its debts and collect its accounts receivable. They mayalso take further action, should this be to the benefit of the liquidation andthe Company’s interests.

 

Liquidators may sell theCompany’s real estate, the business in its entirety, as well as its individualfixed assets after the lapse of four (4) months from its winding up.Within the said four-month period from winding up, every shareholder orcreditor may ask the appropriate Court of the place of the Company’s registeredoffice to enter a judgment specifying a minimum price for the sale of the realestate items or the business in its entirety. Such judgment shall be bindingupon the liquidators and shall not be subject to any legal remedy.

 

5.                             The annualfinancial statements, as well as the financial statements issued uponcompletion of the liquidation, shall be approved by the General Meeting. Theliquidation results shall be submitted to the General Meeting of Shareholderseach year, together with a report on any reasons preventing completion of theliquidation.

 

Upon completion of theliquidation, the liquidators shall prepare the final financial statements,which shall be published in the Bulletin on Sociétés Anonymes and LimitedLiability Companies of the Government Gazette, refund shareholders’contributions and distribute the balance of the Company’s liquidated propertyto the shareholders, in proportion to their paid-up equity holding.

 

6.                             The liquidationprocedure cannot exceed a five-year period from the effective date of theliquidation. To continue liquidation beyond the five-year limit, specialpermission must be granted by the Minister of Trade. The liquidation procedure,however, may not exceed a ten-year period.

 

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7.                             The provisionsregarding the Board of Directors shall also apply accordingly to liquidators.The liquidators’ proceedings and decisions shall be recorded in summary form inthe book of minutes of the Board of Directors.

 

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**CHAPTERSEVEN**

 

**FINALAND TRANSITIONAL PROVISIONS**

 

**Article 39**

 

Pursuant to Royal Decree dated 26 February 1953,the shareholders of “National Bank of Greece S.A.” and of “Bank of Athens S.A.”became ipso jure shareholders of the Bank. The ratio between the shares of suchBanks to the shares of the new Bank that resulted from their merger was formedas follows:

 

(i)                                    Following theincrease in the number of shares with a proportionate decrease in their nominalvalue decided upon by the General Meeting of Shareholders on 2 April 1955,ten (10) shares of the new Bank were exchanged for one (1) share ofthe former “National Bank of Greece S.A.” and twelve point zero five (12.05) sharesof the former “Bank of Athens S.A.”.

 

(ii)                                 Following thedecrease in the nominal value of each share from Drachmae 1,450 to Drachmae 725decided upon by the General Meeting of Shareholders on 19 May 1969, twenty(20) new shares of the Bank, each of a nominal value of Drachmae 725, areexchanged for one (1) share of the former “National Bank of Greece S.A.”and twelve point zero five (12.05) shares of the former “Bank of Athens S.A.”.

 

(iii)                              Following theincrease in the Bank’s share capital decided upon by the General Meeting ofShareholders on 28 May 1970 and distribution to the shareholders, as aresult thereof, of one (1) share for four (4) old shares of the samenominal value of Drachmae 725 each, twenty five (25) new shares of the Bank,each of a nominal value of Drachmae 725, shall be exchanged for one (1) shareof the former “National Bank of Greece S.A.” and twelve point zero five (12.05)shares of the former “Bank of Athens S.A.”.

 

(iv)                             Following theincrease in the Bank’s share capital decided upon by the General Meeting ofShareholders on 7 September 1972, in accordance with Emergency Law148/1967 as amended, by capitalization of part of the increased value of theBank’s fixed assets, and the distribution to the shareholders, as a resultthereof, of one (1) share for every three (3)

 

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shares of the same nominalvalue of Drachmae 725, thirty-three shares and one third of a share (33 1/3),each of a nominal value of Drachmae 725, shall be exchanged for one (1) former“National Bank of Greece S.A.” share and twelve point zero five (12.05) sharesof the former “Bank of Athens S.A.”.

 

(v)                                Following theincrease in the share capital decided upon by the General Meeting ofShareholders on 26 May 1975, in accordance with Emergency Law 148/1967 asamended, by capitalization of part of the special reserves from the increasedvalue of the fixed assets and the distribution to the shareholders, as a resultthereof, of one (1) share for every twenty five (25) shares of the samenominal value of Drachmae 725, thirty-four shares and two thirds of a share (342/3), each of a nominal value of Drachmae 725, shall be exchanged for one (1) former“National Bank of Greece S.A.” share and twelve point zero five (12.05) sharesof the former “Bank of Athens S.A.”.

 

(vi)                             Following theincrease in the Bank’s share capital decided upon by the General Meeting ofShareholders on 2 June 1977 by capitalization of the increased value ofits real property and the increase, as a result thereof, in the nominal valueof each share from Drachmae 725 to Drachmae 1,600 and the distribution to theshareholders of one (1) share for every five (5) shares of a nominalvalue of Drachmae 1,600, forty-one shares and three fifths of a share (41 3/5),each of a nominal value of Drachmae 1,600, shall be exchanged for one (1) shareof the former “National Bank of Greece S.A.” and twelve point zero five (12.05)shares of the former “Bank of Athens S.A.”.

 

(vii)                          Following theincrease in the Bank’s share capital decided upon by the Extraordinary GeneralMeeting of Shareholders on 24 September 1982, by capitalization of theincreased value of the real property, in accordance with Law 1249/1982, and theincrease, as a result thereof, in the nominal value of each share from Drachmae1,600 to Drachmae 4,500 and the distribution to the shareholders of three (3) newshares for ten (10) shares, of a nominal value of Drachmae 4,500, fiftyfour point zero eight (54.08) shares of the Bank, of a nominal value of Drachmae4,500 each, shall be exchanged for one (1) share of the former “NationalBank of

 

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Greece S.A.” and twelvepoint zero five shares (12.05) of the former “Bank of Athens S.A.”.

 

(viii)                       Following the Bank’sshare capital increase decided upon by the General Meeting of Shareholders on 8June 1988, in implementation of joint decision dated 22 February 1988,reached by the Ministers of National Economy and of Finance, by capitalizationof the increased value of its real property, and the distribution to theshareholders, as a result thereof, of nine (9) shares for every five (5) ofthe same nominal value of Drachmae 4,500, one hundred and fifty one point fourtwo four (151.424) shares of the Bank, each of a nominal value of Drachmae4,500 each, shall be exchanged for one (1) share of the former “NationalBank of Greece S.A.” and twelve point zero five (12.05) shares of the former “Bankof Athens S.A.”.

 

(ix)                               Following theBank’s share capital increase decided upon by the General Meeting ofShareholders on 21 June 1991, by capitalization of part of the reservesthat resulted from the issue of shares above par and the distribution to theshareholders as a result thereof of one (1) share for ten (10) sharesof the same nominal value of Drachmae 4,500, one hundred and sixty six pointfive six six (166.566) shares of the Bank, each of a nominal value of Drachmae4,500 each, shall be exchanged for one (1) share of the former “NationalBank of Greece S.A.” and twelve point zero five (12.05) shares of the former “Bankof Athens S.A.”.

 

(x)                                  Following theBank’s share capital increase decided upon by the General Meeting ofShareholders on 13th July 1994 by capitalization of (a) the increasedvalue of the Bank’s real property, amounting to Drachmae 16,424,627,006 and (b) theamount of Drachmae 14,585,389 that resulted from the issue of shares above par,i.e. by capitalization of the aggregate amount of Drachmae 16,439,212,395 andthe increase, as a result thereof, of the nominal value of each share fromDrachmae 4,500 to Drachmae 5,535, one hundred and sixty six point five six six(166.566) shares of the Bank, each of a nominal value of Drachmae 5,535, shallbe exchanged for one share of the former “National Bank of Greece S.A.” andtwelve point zero five (12.05) shares of the former “Bank of Athens S.A.”.

 

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(xi)                              By resolution ofthe Bank’s Board of Directors, adopted at meeting No 1031 of 18 November 1994,the Bank’s share capital was increased by Drachmae 249,075 through the issue of45 new shares of a nominal value of Drachmae 5,535 each; such issue resultingfrom the conversion into shares of an equal number of convertible bonds issuedin 1991.

 

Accordingly, one share of theformer “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for one hundred and sixty six point five sixsix (166.566) shares of the Bank, of a nominal value of Drachmae 5,535 each.

 

(xii)                           By resolution ofthe Bank’s Board of Directors, adopted at meeting No 1047 of 22 November 1995,the Bank’s share capital was increased by Drachmae 55,350 through the issue of10 new shares of a nominal value of Drachmae 5,535 each; such issue resultingfrom the conversion into shares of an equal number of convertible bonds issuedin 1991.

 

Accordingly, one share ofthe former “National Bank of Greece S.A.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for one hundred and sixty six point five sixsix (166.566) shares of the Bank, of a nominal value of Drachmae 5,535 each.

 

(xiii)                        Following theBank’s share capital increase decided upon by the Extraordinary General Meetingof Shareholders on 14 March 1997 by capitalization of an amount ofDrachmae 13,421,431,280 derived from the reserve fund arising from theincreased value of fixed assets under Law 2065/1992, which resulted in anincrease of the nominal value of each share from Drachmae 5,535 to Drachmae5,800 and in the distribution of bonus shares to the shareholders, at a ratioof one (1) new to ten (10) old shares of the same nominal value ofDrachmae 5,800, one hundred and eighty three point two two two (183.222) sharesof the Bank, each of a nominal value of Drachmae 5,800, shall be exchanged forone share of the former “National Bank of Greece S.A.” and twelve point zerofive (12.05) shares of the former “Bank of Athens S.A.”.

 

(xiv)                       By resolutionadopted by the Extraordinary General Meeting of Shareholders on 6 October 1997,the Bank’s share capital was increased by Drachmae 20,267,154,600 through theissue against cash of 3,494,337 new registered shares of a nominal value ofDrachmae 5,800 each,

 

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distributed to theshareholders at a ratio of two (2) new to ten (10) old shares.

 

Accordingly, one share ofthe former “National Bank of Greece SA” and 12.05 shares of the former “Bank ofAthens S.A.” shall be exchanged for one hundred and eighty three point two twotwo (183.222) shares of the Bank, of a nominal value of Drachmae 5,800 each.

 

(xv)                          By resolution ofthe Bank’s Board of Directors, adopted at meetings Nos 1094 and 1095 of 9 December 1997,the Bank’s share capital was increased by Drachmae 9,368,589,200 through theissue of 1,615,274 new shares of a nominal value of Drachmae 5,800 each; suchissue resulting from the conversion into shares of an equal number ofconvertible bonds issued in 1996.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for one hundred and eighty three point twotwo two (183.222) shares of the Bank, of a nominal value of Drachmae 5,800each.

 

(xvi)                       Following theincrease in the Bank’s share capital by Drachmae 26,194,308,000, decided uponby the General Meeting of Shareholders on 25 May 1998, by capitalizationof:

 

(a)                                  Drachmae6,368,790,543.65 resulting from taxed reserves under Law 2579/98,

 

(b)                                 the balance ofthe increased value that resulted from readjustment of the real property value,as provided for by Law 2065/92, amounting to Drachmae 703,884,719 and

 

(c)                                  Drachmae19,121,632,737.35 resulting from the reserves from the issue of new sharesabove par,

 

resulting in the issue of4,516,260 new shares, each of a nominal value of Drachmae 5,800, and theirdistribution to the shareholders as bonus shares, at a ratio of two (2) newto ten (10) old shares, two hundred and nineteen point eight six six(219.866) shares of the Bank, each of a nominal value of Drachmae 5,800, shallbe exchanged for one share of the former “National Bank of Greece S.A.” andtwelve point zero five (12.05) shares of the former “Bank of Athens S.A.”

 

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(xvii)                    By resolutionadopted by the Extraordinary General Meeting of Shareholders on 9 September 1998,the Bank’s share capital was increased:

 

(a)               by Drachmae14,312,065,400 through the Bank’s absorption of the Banking Société Anonymeunder the name “NATIONAL MORTGAGE BANK OF GREECE S.A.” (Sociétés AnonymesRegistry No 6070/06/b/86/09), as provided for by Article 16 of Law2515/1997 in conjunction with the provisions of Article 69 et seq. ofCodified Law 2190/1920,

 

(b)              by Drachmae11,387,618,600 through an equal capitalisation of the Bank’s share premiumaccount reserve, in order to maintain the nominal value of the Bank’s aggregateshare capital at Drachmae 5,800 per share, subsequent to the merger of theBanking Société Anonyme under the name “NATIONAL MORTGAGE BANK OF GREECE S.A.”through absorption by the Bank.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for two hundred and nineteen point eight sixsix (219.866) shares of the Bank, of a nominal value of Drachmae 5,800 each.

 

(xviii)                By resolutionadopted by the Extraordinary General Meeting of Shareholders on 9 September 1998,each shareholder of the Banking Société Anonyme “National Mortgage Bank ofGreece S.A.” exchanges 1.9 shares of the “National Mortgage Bank of Greece S.A.”for 1 (one) share of “National Bank of Greece S.A.”

 

(xix)                        By resolutions ofthe Board of Directors, adopted at meetings Nos 1116 of 8 December 1998and 1118 of 16 December 1998, the Bank’s share capital was increased byDrachmae 9,368,589,200 through the issue of 1,615,274 new shares of a nominalvalue of Drachmae 5,800 each, such increase resulting from the conversion intoshares of an equal number of convertible bonds issued in 1996.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for two hundred and nineteen point eight sixsix (219.866) shares of the Bank, of a nominal value of Drachmae 5,800 each.

 

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(xx)                           By resolutions ofthe Board of Directors, adopted at meetings Nos 1117 of 8 December 1998and 1118 of 16 December 1998, the Bank’s share capital was increased byDrachmae 13,096,005,600 through the issue of 2,257,932 new shares of a nominalvalue of Drachmae 5,800 each, such increase resulting from the conversion intoshares of 1,128,966 convertible bonds issued in 1991.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for two hundred and nineteen point eight sixsix (219.866) shares of the Bank, of a nominal value of Drachmae 5,800 each.

 

(xxi)                        By resolutionadopted by the Extraordinary General Meeting of Shareholders of 29 January 1999,each share was split into four complete shares, with a corresponding reductionin its nominal value from Drachmae 5,800 to Drachmae 1,450.

 

Consequently, the Bank’sshare capital amounted to Drachmae 205,330,115,200, divided into 141,606,976common registered shares of a nominal value of Drachmae 1,450 each.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for eight hundred and seventy nine pointfour six four (879.464) shares of the Bank, of a nominal value of Drachmae1,450 each.

 

(xxii)                     By resolutionadopted by the Extraordinary General Meeting of Shareholders on 6 April 1999,the Bank’s share capital was increased by Drachmae 21,522,384,800 through theissue against cash of 14,843,024 new common registered shares of a nominalvalue of Drachmae 1,450 each; 682,326 of the above shares were distributed tothe Bank’s employees and 14,160,698 shares were distributed to the shareholdersat a ratio of one (1) new to 10 old shares.

 

Accordingly, one share ofthe eight hundred and seventy nine point four six four former “National Bank ofGreece S.Α.” and 12.05 shares of the former “Bank of Athens S.A.” shall beexchanged for eight hundred and seventy nine point four six four (879.464)shares of the Bank, of a nominal value of Drachmae 1,450 each.

 

(xxiii)                  By resolutions ofthe Board of Directors, adopted at meetings No 1136 dated 14 June 1999 andNo 1137 dated 14 June 1999, the Bank’s share

 

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capital was increased byDrachmae 5,092,400 through the issue of 3,512 new shares of a nominal value ofDrachmae 1,450 each, such increase resulting from the conversion into shares of439 convertible bonds issued in 1991.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for eight hundred and seventy nine pointfour six four (879.464) shares of the Bank, of a nominal value of Drachmae1,450 each.

 

(xxiv)                  By resolutions ofthe Board of Directors, adopted at meetings No 1143 dated 15 November 1999and No 1144 dated 15 November 1999, the Bank’s share capital was increasedby Drachmae 9,368,589,200 through the issue of 6,461,096 new shares of anominal value of Drachmae 1,450 each, such increase resulting from theconversion into shares of 1,615,274 convertible bonds issued in 1996.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for eight hundred and seventy nine pointfour six four (879.464) shares of the Bank, of a nominal value of Drachmae1,450 each.

 

(xxv)                    Following theincrease in the Bank’s share capital by Drachmae 94,490,473,800, decided uponby the General Meeting of Shareholders on 18 April 2000, through an equalcapitalization of the Bank’s share premium account reserve, resulting in theissue of 65,165,844 new shares, each of a nominal value of Drachmae 1,450 andtheir distribution to the shareholders as bonus shares, at a ratio of four (4) newto ten (10) old shares, one thousand two hundred and thirty one point twofive zero (1,231.250) shares of the Bank, each of a nominal value of Drachmae1,450, shall be exchanged for one share of the former “National Bank of GreeceS.A.” and 12.05 shares of the former “Bank of Athens S.A.”

 

(xxvi)                  By resolutions ofthe Board of Directors, adopted at meetings No 1164 dated 15 November 2000and No 1165 dated 15 November 2000, the Bank’s share capital was increasedby Drachmae 9,368,589,200 through the issue of 6,461,096 new shares of anominal value of Drachmae 1,450 each, such increase resulting from theconversion into shares of 1,615,274 convertible bonds issued in 1996.

 

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Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for one thousand two hundred and thirty onepoint two five zero (1,231.250) shares of the Bank, of a nominal value of Drachmae1,450 each.

 

(xxvii)              By resolutionadopted by the General Meeting of Shareholders on 26 April 2001, the Bank’sshare capital was reduced by Drachmae 9,368,589,200 through the cancellation of6,461,096 own shares purchased from the Public Company for TransferableSecurities S.A. (DEKA S.A.)

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for one thousand two hundred and thirty onepoint two five zero (1,231.250) shares of the Bank, of a nominal value of Drachmae1,450 each.

 

(xxviii)           By resolutionadopted by the General Meeting of Shareholders on 26 April 2001, the Bank’sshare capital was increased by Drachmae 19,016,207,686, through an increase inthe nominal value of the Bank’s share from Drachmae 1,450 to Drachmae1,533.375, by capitalization of (a) an amount of Drachmae 10,637,258,098which resulted from revaluation of the Bank’s real property pursuant to Law2065/1992, and (b) an amount of Drachmae 8,378,949,588 resulting from thereserves from the issue of shares above par.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for one thousand two hundred and thirty onepoint two five zero (1,231.250) shares of the Bank, of a nominal value of Drachmae1,533.375 each.

 

(xxix)                   By resolutions ofthe Board of Directors, adopted at meetings No 1187 dated 15 November 2001and No 1188 dated 15 November 2001, the Bank’s share capital was increasedby Drachmae 9,907,289,213 through the issue of 6,461,100 new shares of anominal value of Drachmae 1,533.375 each, such increase resulting from theconversion into shares of 1,615,275 convertible bonds issued in 1996.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for one thousand two hundred and thirty onepoint two five zero (1,231.250) shares of the Bank, of a nominal value of Drachmae1,533.375 each.

 

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(xxx)                      By resolutionadopted by the General Meeting of Shareholders on 26 November 2001, theBank’s share capital was reduced by Drachmae 9,907,289,213 through thecancellation of 6,461,100 own shares which resulted from the conversion of1,615,275 bonds purchased from the Public Company for Transferable SecuritiesS.A.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for one thousand two hundred and thirty onepoint two five zero (1,231.250) shares of the Bank, of a nominal value of Drachmae1,533.375 each.

 

(xxxi)                   By resolutionadopted by the General Meeting of Shareholders on 9 May 2002, and underthe provisions of Article 12 of Law 2842/2000, the share capital and thenominal value of the share were converted into euro only.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for one thousand two hundred and thirty onepoint two five zero (1,231.250) shares of the Bank, of a nominal value of euro4.50 each.

 

(xxxii)                By resolution adoptedby the Repeat General Meeting of Shareholders on 20 November 2002, theBank’s share capital was increased:

 

(a) by euro8,086,472.32, through the merger by absorption, by National Bank of Greece, ofthe banking Société Anonyme “National Investment Bank for IndustrialDevelopment S.A. (ETEBA)” (Register of Sociétés Anonymes Number6075/06/B/86/14), in compliance with the provisions of Article 16 of Law2515/1997, in conjunction with the provisions of Articles 69 et seq. ofCodified Law 2190/1920.

 

(b) by euro8,970,930.68, resulting from an equivalent capitalisation of a part of the Bank’sshare premium account reserve, which was decided so that the nominal value ofthe total number of National Bank of Greece shares remains at euro 4.50following the decided merger by absorption of “National Investment Bank forIndustrial Development S.A. (ETEBA)” by the Bank.

 

Accordingly, one share ofthe former “National Bank of Greece S.Α.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for 1,231.250 shares of the Bank, of anominal value of euro 4.50 each.

 

(xxxiii)             By resolutionadopted by the General Meeting of Shareholders on 9 May 2003, the sharecapital was increased by euro 104,341,945.50 through

 

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the issue of 23,187,099 newshares of a nominal value of euro 4.50 each, which resulted from capitalisationof reserves and were distributed to the shareholders as bonus shares, at aratio of one (1) new to ten (10) old shares.

 

Accordingly, one share ofthe former “National Bank of Greece S.A.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for 1,354.375 shares of the Bank, of anominal value of euro 4.50 each.

 

(xxxiv)            By resolutionadopted by the Ordinary General Meeting of Shareholders on 18 May 2004,the share capital was increased by euro 344,328,417 through the issue of76,517,426 new shares of a nominal value of euro 4.50 each, which resulted fromcapitalisation of reserves and were distributed to the shareholders as bonusshares, at a ratio of three (3) new to ten (10) old shares.

 

Accordingly, one share ofthe former “National Bank of Greece S.A.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for 1,760.688 shares of the Bank, of anominal value of euro 4.50 each.

 

(xxxv)               By resolutionadopted by the Second Repeat General Meeting of Shareholders on 3 November 2005,the share capital was increased:

 

(a) by euro101,274,438.72 through the absorption, by National Bank of Greece, of theSociété Anonyme “National Investment Company S.A.”, in compliance with theprovisions of Article 16 of Law 2515/1997, in conjunction with theprovisions of Articles 1-5 of Law 2166/1993 and Articles 68,69-77 of CodifiedLaw 2190/1920.

 

(b) by euro22,311,177.78 resulting from an equivalent capitalisation of a part of the Bank’sshare premium account reserve, which was decided so that the nominal value ofthe total number of the Bank’s shares increases to euro 4.80, subsequent to themerger by absorption of “National Investment Company S.A” by National Bank ofGreece.

 

Accordingly, one share ofthe former “National Bank of Greece S.A.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for 1,760.688 shares of the Bank, of anominal value of euro 4.80 each.

 

(xxxvi)            By resolutionadopted by the Second Repeat General Meeting of Shareholders on 3 February 2006,the share capital was increased:

 

(a) by euro 20,027,755through the absorption, by National Bank of Greece, of the Société Anonyme “NationalReal Estate S.A.”, in compliance

 

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with the provisions of Article 16of Law 2515/1997, in conjunction with the provisions of Articles 1-5 of Law2166/1993 and Articles 68,69-77 of Codified Law 2190/1920.

 

(b) by euro 60,643,889resulting from an equivalent capitalisation of a part of the Bank’s sharepremium account reserve, which was decided so that the nominal value of thetotal number of the Bank’s shares increases to euro 5, subsequent to the mergerby absorption of “National Real Estate S.A” by National Bank of Greece.

 

Accordingly, one share ofthe former “National Bank of Greece S.A.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for 1,760.688 shares of the Bank, of anominal value of euro 5 each.

 

(xxxvii)        By resolutionadopted by the Second Repeat General Meeting of Shareholders on 1 June 2006,the share capital was increased by euro 678,538,820 through the issue againstcash of 135,707,764 new common registered shares of a nominal value of euro 5each, distributed to the shareholders at a ratio of 4 new to 10 old shares.

 

Accordingly, one share ofthe former “National Bank of Greece S.A.” and 12.05 shares of the former “Bankof Athens S.A.” shall be exchanged for 1,760.688 shares of the Bank, of anominal value of euro 5 each.

 

**Article 40**

 

Share titles bearing the initial name of the Bankwhich originated from the merger, i.e. “National Bank of Greece and Athens S.A.”,shall continue to be valid until replaced by new share titles bearing the nameof National Bank of Greece S.A., as designated by the General Meeting ofShareholders on 30 April 1958.

 

**Article 41**

 

1.                             As soon as the amendments to thepertinent Articles hereof (i.e. Articles 18, 21, 22, 23, 24, 27, 30 and 41),decided upon by the Repeat General Meeting convened for the purpose on 17 June 2004,shall have been recorded in the Sociétés Anonymes Registry, the Bank’s currentBoard of Directors shall be convened and constituted into a body pursuant to Article 21hereof. The current Chairman and Governor shall take over as Chairman and ChiefExecutive Officer, and the current Deputy Governor as Deputy Chief ExecutiveOfficer.

 

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2.                             The level ofremuneration, compensation, pay, stipend, and other benefits and rewards thathas so far been determined to be paid to the Governor, Deputy Governor andmembers of the Board of Directors shall continue to be paid to them to the endof their term of office, and they shall not be entitled to any othercompensation deriving from their new capacity.

 

3.                             The term ofoffice of the Chairman, the Chief Executive Officer and the Deputy ChiefExecutive Officer shall continue to the end of such term, in conformity withthe General Meeting resolution on the basis of which they were elected.

 

**Article 42**

 

Shareholders who have not dematerialised theirshares shall be subject to the provisions of Codified Law 2190/1920 as amended,until dematerialisation of such shares, especially as regards deposit of sharetitles in advance, where such deposit is provided for as a condition for theexercise of shareholders’ rights. In such a case, the Bank shall consider as ashareholder a person recorded in the register of shareholders held by it.

 

**Article 43**

 

These Articles of Association were modified andcodified by a General Meeting resolution passed on 9 May 2002.

 

 

True translation from the original of National Bank ofGreece’s Codified Articles of Association now in force.

 
|   | NATIONAL  BANK OF GREECE S.A.                      |
|--------|----------------------------------------------------|
|   | BoD  SECRETARIAT AND SHAREHOLDER SERVICES DIVISION |
|   |                                               |
|   |                                               |
|   | A. Stavrou                                         | E. Andritsou |
|   | Manager                                            | Assistant  Manager |

 

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