OPINION OF THE EUROPEAN CENTRAL BANK
at the request of the Bank of Greece under Article 105 (4), first and second indents, of
the Treaty establishing the European Community and Article 4 (a) of the Statute of the
European System of Central Banks and of the European Central Bank on a draft
amendment of the Articles of incorporation of the Bank of Greece 
CON/99/04
1. On 4 May 1999 the European Central Bank (ECB) received a request from Bank of Greece for
an ECB Opinion on a draft amendment of the Arti cles of incorporation of the Bank of Greece.
2. The cases in which the ECB is competent to de liver an opinion are laid down in Article 2 of
the Council Decision (98/415/EC) of 29 June 1998 on  the consultation of  the ECB by national
authorities regarding draft legislative provisions.  These cases include draft legislative proposals
concerning national central banks.  Although it is acknowledged that the above amendment is
not in itself a draft legislative proposal in the sense of the above Council Decision, it is at the
same time acknowledged that the above amen dment requires a ratification by law and can,
thus, be regarded as a step in the legislative process, which for reasons of efficiency would
merit to provide for an opinion already at this  stage of such a process.  In accordance with
Article 17.5, first sentence, of the Rules of Pr ocedure of the ECB, this ECB Opinion has been
adopted by the Governing Council of the ECB. 
3. The shareholder structure of the Bank of Gr eece has the legal form of a corporation, as
already pointed out at the EMIs Convergenc e Report of March 1998 Converge Report 
Report Required by Article 109 j of the Treaty esta blishing the European Community.  The
registered shares are listed in  the Athens Stock Exchange.  Pursuant to law 2396/1996, Article
239 thereof, shares, already listed or to be lis ted in the Athens Stoc k Exchange, have to be
dematerialised.  
4. The amendment of the Articles of incorporatio n of the Bank is the first step towards the
dematerialization of the register ed shares quoted at the Athens  Stock Exchange of the Bank of
Greece.  The requirements for the dematerializat ion of shares are laid down in the above
referenced law 2396/1996.  The authority, entrus ted by law with the administration of the
dematerialised shares, may plan when the demate rialization of shares occurs.  With the draft
amendment the Bank of Greece, explicitly provides for the de materialization and addresses
related issues, thus, updating the Articles of incorporation of the Bank.  
5. The ECB understands the legislation to be of a merely technical nature in the sense that it
intends to adapt the Articles of incorporatio n of the Bank of Greece to the more general
legislation on dematerialization of securities listed in the Athens St ock Exchange.  The ECB
understands that the proposed amendment of the Articles of incorporation does not change,
nor does it purport to facilitate any change of the existing composition of the shareholding of
the Bank of Greece.  From the ECBs perspe ctive, the proposed amendment does not give
rise to any particular observations.
6. The ECB confirms that it has no objection to this ECB Opinion being made public by the
competent national authorities at their discretion.
Done at Frankfurt am Main on 1 June 1999.
The President of the ECB
[signed]
Willem F. Duisenberg