NAT. BANK OF GREECE SA
Resolutions of the Annual General Meeting of Shareholders of NBG.
National Bank of Greece announces that its Annual General Meeting of Shareholders was held today, 21 May 2010, at Megaro Mela, Athens. The Meeting convened with a quorum of 31,29% of the Bank?s paid-up share capital and adopted the following resolutions:
1. Approved, following submission of the Reports of the Board of Directors and the Auditors, the annual financial statements for the financial year 2009.
2. Approved (taking also into account Laws 3723/2008, 3756/2009 and 3844/2010) the non-payment of a dividend to ordinary shareholders; approved payment of a total of €42,220,221 to the holders of non-voting preference shares issued by virtue of General Meeting resolution dated 15 May 2008, together with corresponding tax, in accordance with the relevant provisions of the Articles of Association, deriving from the release of reserves and previous years' profits of the Bank; approved also payment of €35,000,000 to the Hellenic Republic, as per Law 3723/2008 and the Articles of Association.
3. Discharged the members of the Board of Directors and the Auditors of the Bank from any liability for indemnity regarding the annual financial statements and management for the financial year 2009.
4. Approved the remuneration of the members of the Board of Directors of National Bank for the business year 2009, pursuant to article 24, paragraph 2 of the Companies Act 2190/1920, and determined the remuneration of the Chairman of the Board, the Chief Executive Officer and the non-executive members of the Board through to the 2011 AGM; approved also the remuneration of NBG Board members for the business year 2009 in their capacity as members of the Audit, Corporate Governance and Nominations, Human Resources and Remuneration, Risk Management, and Strategy Committees, and determined their remuneration through to the 2011 AGM.
5. Approved participation (pursuant to article 23, paragraph 1 of the Companies Act 2190/1920) of members of the Bank?s Board of Directors, General Managers and Managers on the Boards of Directors or in the Management of NBG Group companies pursuing similar or related business goals.
6. Elected auditors Messrs Emmanouil Pilidis and Epaminondas Giouroukos for the audit of the annual, semi-annual and consolidated financial statements of the Bank and its Group for the financial year 2010 from certified auditors Deloitte, Hatzipavlou, Sofianos and Cambanis S.A., and determined their remuneration.
1. Approved, following submission of the Reports of the Board of Directors and the Auditors, the annual financial statements for the financial year 2009.
2. Approved (taking also into account Laws 3723/2008, 3756/2009 and 3844/2010) the non-payment of a dividend to ordinary shareholders; approved payment of a total of €42,220,221 to the holders of non-voting preference shares issued by virtue of General Meeting resolution dated 15 May 2008, together with corresponding tax, in accordance with the relevant provisions of the Articles of Association, deriving from the release of reserves and previous years' profits of the Bank; approved also payment of €35,000,000 to the Hellenic Republic, as per Law 3723/2008 and the Articles of Association.
3. Discharged the members of the Board of Directors and the Auditors of the Bank from any liability for indemnity regarding the annual financial statements and management for the financial year 2009.
4. Approved the remuneration of the members of the Board of Directors of National Bank for the business year 2009, pursuant to article 24, paragraph 2 of the Companies Act 2190/1920, and determined the remuneration of the Chairman of the Board, the Chief Executive Officer and the non-executive members of the Board through to the 2011 AGM; approved also the remuneration of NBG Board members for the business year 2009 in their capacity as members of the Audit, Corporate Governance and Nominations, Human Resources and Remuneration, Risk Management, and Strategy Committees, and determined their remuneration through to the 2011 AGM.
5. Approved participation (pursuant to article 23, paragraph 1 of the Companies Act 2190/1920) of members of the Bank?s Board of Directors, General Managers and Managers on the Boards of Directors or in the Management of NBG Group companies pursuing similar or related business goals.
6. Elected auditors Messrs Emmanouil Pilidis and Epaminondas Giouroukos for the audit of the annual, semi-annual and consolidated financial statements of the Bank and its Group for the financial year 2010 from certified auditors Deloitte, Hatzipavlou, Sofianos and Cambanis S.A., and determined their remuneration.