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)
Date: 1999-06-01
Institutions: European Central Bank
Subjects: Greece, central bank, national law, share, stock exchange

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 Articles of incorporation of the Bank of Greece.

2.

The cases in which the ECB is competent to deliver 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  amendment  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 Procedure of the ECB, this ECB Opinion has been

adopted by the Governing Council of the ECB. 

3. 

The  shareholder  structure  of  the  Bank  of  Greece  has  the  legal  form  of  a  corporation,  as

already  pointed  out  at  the  EMI’s  Convergence  Report  of  March  1998  “Converge  Report  –

Report Required by Article 109 j of the Treaty establishing the European Community”.  The

registered shares are listed in the Athens Stock Exchange.  Pursuant to law 2396/1996, Article

39  thereof,  shares,  already  listed  or  to  be  listed  in  the  Athens  Stock  Exchange,  have  to  be

dematerialised.  

4. 

The  amendment  of  the  Articles  of  incorporation  of  the  Bank  is  the  first  step  towards  the

dematerialization of the registered shares quoted at the Athens Stock Exchange of the Bank of

Greece.    The  requirements  for  the  dematerialization  of  shares  are  laid  down  in  the  above

referenced  law  2396/1996.    The  authority,  entrusted  by  law  with  the  administration  of  the

dematerialised shares, may plan when the dematerialization of shares occurs.  With the draft

amendment  the  Bank  of  Greece,  explicitly  provides  for  the  dematerialization  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  incorporation  of  the  Bank  of  Greece  to  the  more  general

legislation  on  dematerialization  of  securities  listed  in  the  Athens  Stock  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  perspective,  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

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