The General Council of the Bank of Greece hereby notifies the shareholders of the Bank, according to its Statute, that the Annual General Meeting of Shareholders will be held on Wednesday 15 April 2009, at 12:00 noon, at the Head Office of the Bank of Greece in Athens, 21, El. Venizelos Avenue, 2nd floor, General Meetings Hall.
The agenda of the Meeting is as follows:
1. Presentation of the Governor's Annual Report on the Balance Sheet and the other Financial Statements, as well as on the Bank's activities for the year 2008, submitted by order of the General Council of the Bank.
2. Presentation of the Auditors' Report on the Balance Sheet and the other Financial Statements for the year 2008.
3. Approval of the Annual Report, the Balance Sheet and the other Financial Statements for the year 2008, as well as the relevant Auditors' Report.
4. Approval of the appropriation of net profits, in accordance with Article 71 of the Statute, totalling euro225,084,241, as follows:
- euro 13,309,473 for the payment of dividend equal to 12% of the Bank's capital, i.e. euro0.67 per share on 19,864,886 shares;
- euro 22,248,672 for increasing the ordinary reserve so that it remains equal to the share capital;
- euro 34,366,253 for the payment of an additional dividend of euro1.73 per share on 19,864,886 shares;
- euro 15,891,909 for the payment of tax on dividends (Article 6 of Law 3296/2004); and
- euro 139,267,934 payable to the Government.
5. Amendments to the Bank's Statute: Articles: 55 point 4 sentence 2, point 10 sentence 2 57A first paragraph, second paragraph, insertion of a new paragraph after the third paragraph
6. Announcement of the increase in the Bank's capital approved by Act No. 8/10 June 2008 of the Cabinet (Government Gazette A 107/11 June 2008).
7. Announcement of the appointment of Governor, Deputy Governors and Monetary Policy Council members.
8. Disclosure or approval of agreements between the Bank of Greece and the Greek State, credit institutions and organisations.
9. Approval of the remuneration and travel expenses of the members of the General Council.
10. Approval of the Auditors' fees for the year 2009.
11. Discharge of the members of the General Council and of the Auditors from all personal responsibility in connection with the Bank's activities and management for the year 2008.
12. Election of members of the General Council.
13. Election of Auditors for the year 2009.
14. Other announcements.
Owners of at least 75 shares who have registered with the Dematerialised Securities System (DSS) of the Hellenic Exchanges S.A. at least three (3) months prior to the Meeting, i.e. up to and including 14 January 2009, shall have the right to attend the Meeting and vote in person or by proxy, subject to the limitations of Article 14 of the Statute. Shareholders owning less than 75 shares may appoint a shareholder as their joint representative, who may attend the Meeting provided that he/she represents at least 75 shares (Articles 13 and 16 of the Statute, in conjunction with the 2/29 February 2000 General Council's decision).
Shareholders who are entitled to attend the Meeting are requested to instruct either their Operator (if the shares are kept in a DSS operator's account) or the Hellenic Exchanges S.A. (if the shares are kept in the beneficial owner's special DSS account) to block their shares and submit the relevant "Share Blocking Certificate" to the Bank's Secretariat Section - Shares Service by 9 April 2009, so that they may receive their admission tickets.
Instruments of proxy authorising a person to attend the General Meeting and vote should be submitted to the Bank's Secretariat Section - Shares Service by 7 April 2009.