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 Tuesday 27 April 2010, 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 2009, 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 2009.
3. Approval of the Governor's Annual Report, the Balance Sheet and the other Financial Statements for the year 2009, including the relevant Auditors' Report.
4. Approval of the appropriation of net profits, in accordance with Article 71 of the Statute, totalling €228,160,613, as follows:
- € 13,309,473 for the payment of dividend of €0.67 per share on 19,864,886 shares (equal to 12% of the Bank's capital);
- € 17,500,000 for extraordinary reserve;
- € 34,366,253 for the payment of an additional dividend of €1.73 per share on 19,864,886 shares;
- € 15,891,909 for the payment of tax on dividends (Article 6 of Law 3296/2004); and
- € 147,092,978 payable to the Government.
5. Announcement of the result of the sale of shares derived from the fractional shares outstanding after the Bank's capital increase [Cabinet Act 8/10.6.2008, Government Gazette A' 107/11.6.2008].
6. Disclosure or approval of agreements between the Bank of Greece and the Greek State, credit institutions and organisations.
7. Approval of the remuneration and travel expenses of the members of the General Council.
8. Approval of the Auditors' fees for the year 2010.
9. 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 2009.
10. Election of members of the General Council.
11. Election of Auditors for the year 2010.
12. 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 26 January 2010, 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, taken together with decision 2/29.2.2000 of the General Council, concerning the adjustment -from 25 to 75- of the minimum number of shares required for participating and voting in the General Meeting of Shareholders, following the stock split -under Article 9 of the Statute- pursuant to decision 1/17.1.2000 of the General Council, ratified by Cabinet Act 8/4.2.2000 - Government Gazette A' 17/7.2.2000).
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 21 April 2010, 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 19 April 2010.