NAT. BANK OF GREECE SA

Resolutions of NBG's Ordinary General Meeting of 9 May 2003

Resolutions of NBG's Ordinary General Meeting of 9 May 2003: Pursuant to Decision No 5/204/14.11.00 of the Board of Directors of the Capital Market Commission, National Bank of Greece S.A. announces that the Annual Ordinary General Meeting of its Shareholders, held on 9 May 2003, adopted the following resolutions: 1) Approved the Board of Directors' and the Auditors' Reports submitted to it and ratified the annual financial statements for the financial year 2002, as same were drawn up and published by the Bank's Board. 2) Decided the payment of a dividend of euro 0.45 per share for the financial year 2002. Entitled to the dividend are the holders of the Bank's shares as at the closing of the ASE on 9 May 2003. As from Monday, 12 May 2003, the Bank's shares shall be traded ex-2002 dividend. The dividend shall be paid within two months of the date of its approval by the General Meeting. The date of payment of the dividend shall be announced to investors and to the ASE via a subsequent announcement by NBG. 3) Discharged, by a vote held by roll call, the Board of Directors and the Auditors from any liability for indemnity for the financial year 2002. 4) Re-appointed Mr P. Lambropoulos and Mr G. Tsougiopoulos as independent members to the Bank's Board of Directors, pursuant to Law 3016/2002 as amended and currently in force. 5) Approved the remuneration received by the members of the Bank's Board of Directors, the Governor and the Deputy Governors and pre-approved their remuneration for the year 2003. 6) Pre-approved the remuneration of non-executive members of the Board of Directors in their capacity as members of the Audit Committee for the year 2003. 7) Approved the Directors', General Managers' and Managers' participation in the Board of Directors or in the management of NBG Group companies pursuing similar or related business goals (as per Cod. Law 2190/1920, Article 23, par. 1 and Article 30 par. 1 of the Bank's Articles of Association). 8) Elected Messrs Spyridon Koronakis and Georgios Kyrbizakis as regular and Messrs Alexios Kannas and Isaias Theodoridou as substitute Certified Auditors from the company SOL S.A. for the purposes of the audit of the Bank's financial statements and the Group's consolidated financial statements for the year 2003; also Mr Panaghiotis Kambanis as regular and Mr Panaghiotis Zafeiropoulos as substitute auditor from the company Deloitte & Touche S.A. 9) Approved the Bank's new organizational structure and the relevant provisions regarding the powers and authorities, the duties, the status and the remuneration of the General Managers appointed. 10) Approved the increase in the Bank's share capital by euro 104,341,945.50 through capitalization of reserves, and the issuance of 23,187,099 new bonus shares to be distributed to the Bank's shareholders in proportion of 1 new share for every ten old shares, and the amendment to Articles 4 and 39 of the Bank's Articles of Association to reflect the increase. Entitled to the bonus shares are the Bank's shareholders as at 30 May 2003, provided that the formalities for the cut-off are completed by that date.