NATIONAL BANK OF GREECE S.A.

ARTICLES OF ASSOCIATION

SECRETARIAT
BANKS SHARES

May 2003

NATIONAL BANK OF GREECE S.A.

ARTICLES OF ASSOCIATION

CONTENTS

ENGLISH TRANSLATION

NATIONAL BANK OF GREECE S.A.

ARTICLES OF ASSOCIATION

PREAMBLE

The present Articles of Association are a codification of the provisions of the Articles of Association of Banking Socit Anonyme under the name National Bank of Greece, S.A., as approved by Minister of Trade decision No 22883 of 19^th March 1953 and promulgated in Government Gazette Issue No 58 of 20^th March 1953 (Bulletin of Socits Anonymes), and subsequently amended as follows:

By resolution passed at the Banks General Meeting of Shareholders on 2^nd April 1955, approved by Minister of Trade decision No 44311/2399 of 9^th November 1955 and promulgated in Government Gazette issue No 368 of 16^th November 1955 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 24^th February 1956, approved by Minister of Trade decision No 12336/641 of 30^th March 1956 and promulgated in Government Gazette issue No 122 of 9^th April 1956 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 29^th April 1957, approved by Minister of Trade decision No 2467/685 of 22^nd August 1957 and promulgated in Government Gazette issue No 420 of 5^th September 1957 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 30^th April 1958, approved by Minister of Trade decision No 21634/1239 of 10^th June 1958 and promulgated in Government Gazette issue No 233 of

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10^th June 1958 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 14^th April 1962, approved by Minister of Trade decision No 47115/2727 of 5^th September 1962 and promulgated in Government Gazette issue No 551 of 20^th September 1962 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 22^nd April 1963, approved by Minister of Trade decision No 15439/790 of 15^th April 1964 and promulgated in Government Gazette issue No 224 of 25^th April 1964 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 24^th June 1967, approved by Minister of Trade decision No 62886/4407/599 of 4^th October 1967 and promulgated in Government Gazette issue No 935 of 18^th October 1967 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 27^th June 1968, approved by Minister of Trade decision No 63889/5656 of 7^th October 1968 and promulgated in Government Gazette issue No 1046 of 22^nd October 1968 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 19^th May 1969, approved by Minister of Trade decision No 47726/4146 of 16^th July 1969 and promulgated in Government Gazette issue No 1013 of 25^th July 1969 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 28th May 1970, approved by Minister of Trade decision No 62699/5224 of 9^th September 1970 and promulgated in Government Gazette issue No 1331 of 21^st September 1970 (Bulletin of Socits Anonymes and Limited Liability Companies).

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By resolution passed at the Banks General Meeting of Shareholders on 7^th September 1972, approved by Minister of National Economy decision No 14314 of 22^nd December 1972 and promulgated in Government Gazette issue No 1960 of 27^th December 1972 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 25^th May 1973, approved by Prefect of Attica decision No 211619 of 18^th October 1973 and promulgated in Government Gazette issue No 1796 of 30^th October 1973 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 12th September 1974, approved by Prefect of Attica decision No 130905 of 9^th January 1975 and promulgated in Government Gazette issue No 48 of 17^th January 1975 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 26^th May 1975, approved by Prefect of Attica decision No 121044 of 5^th November 1975 and promulgated in Government Gazette issue No 2366 of 12^th November 1975 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 2^nd June 1977, approved by Prefect of Attica decision No 110201 of 20^th August 1977 and promulgated in Government Gazette issue No 2712 of 23^rd August 1977 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 7^th June 1980, approved by Prefect of Attica decision No 32198 of 31^st December 1980 and promulgated in Government Gazette issue No 4002 of 31^st December 1980 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 24^th September 1982, approved by Prefect of Attica decision No 26825 of 2^nd December 1982 and promulgated in Government Gazette issue No

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4192 of 3^rd December 1982 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 24^th June 1983, approved by Prefect of Attica decision No 35117 of 28^th December 1983 and promulgated in Government Gazette issue No 3233 of 29^th December 1983 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 8th June 1988, approved by Minister of Trade decision No K3-6804 of 7^th September 1988 and promulgated in Government Gazette issue No 2931 of 12^th September 1988 (correction in issue No 3010 of 22^nd September 1988) (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 21^st June 1991, approved by Minister of Trade decision No 5040 of 5^th August 1991 and promulgated in Government Gazette issue No 3481 of 7^th August 1991 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 21^st June 1991, approved by Minister of Trade decision No K2-8133 of 26^th November 1991 and promulgated in Government Gazette issue No 4622 of 27^th November 1991 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 26^th June 1992, approved by Minister of Trade decision No K2-7620 of 20^th October 1992 and promulgated in Government Gazette issue No 4795 of 20^th October 1992 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 13th July 1994, approved by Minister of Trade decision No K2-6176 of 2^nd September 1994 and promulgated in Government Gazette issue No 5183 of 7^th September 1994 (Bulletin of Socits Anonymes and Limited Liability Companies).

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By resolution No 1031 adopted by the Board of Directors on 18^th November 1994, approved by Minister of Trade decision No K2-9536 of 12^th December 1994 and promulgated in Government Gazette issue No 6868 of 13^th December 1994 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meetings of Shareholders on 15^th June 1995 and 5^th July 1995, approved by Minister of Trade decision No K2-993 of 1^st February 1996 and promulgated in Government Gazette issue No 552 of 5^th February 1996 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution No 1047 adopted by the Board of Directors on 22^nd November 1995, approved by Minister of Trade decision No K2-9725 of 5^th December 1995 and promulgated in Government Gazette issue No 6919 of 7^th December 1995 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 14^th March 1997, approved by Minister of Development decision No K2-3109 of 8th April 1997 and promulgated in Government Gazette issue No 1498 of 11^th April 1997 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 6^th October 1997, approved by Minister of Development decision No K2-9775 of 24^th November 1997 and promulgated in Government Gazette issue No 8200 of 24^th November 1997 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution No 1095 adopted by the Board of Directors on 9^th December 1997, approved by Minister of Development decision No K2-11558 of 16^th December 1997 and promulgated in Government Gazette issue No 8712 of 17^th December 1997 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 25^th May 1998, approved by Minister of Development decision No K2-5862 of 16^th June 1998 and promulgated in Government Gazette issue No 4121

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of 18^th June 1998 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 9^th September 1998, approved by Minister of Development decision No K2-9572 of 29^th September 1998 and promulgated in Government Gazette issue No 7797 of 2^nd October 1998 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution No 1118 adopted by the Board of Directors on 16^th December 1998, approved by Minister of Development decision No K2-12598 of 29^th December 1998 and promulgated in Government Gazette issue No 10056 of 31^st December 1998 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 29^th January 1999, approved by Minister of Development decision No K2-1135 of 29^th January 1999 and promulgated in Government Gazette issue No 631 of 5^th February 1999 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 6^th April 1999, approved by Minister of Development decision No K2-4122 of 24^th June 1999 and promulgated in Government Gazette issue No 4753 of 25^th June 1999 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution No 1137 adopted by the Board of Directors on 14^th June 1999, approved by Minister of Development decision No K2-7255 of 30^th June 1999 and promulgated in Government Gazette issue No 5122 of 2^nd July 1999 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution No 1144 adopted by the Board of Directors on 15^th November 1999, approved by Minister of Development decision No K2-13248 of 22 November 1999 (twice) and promulgated in Government Gazette issue No 9367 of 25^th November 1999 (Bulletin of Socits Anonymes and Limited Liability Companies).

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By resolution passed at the Banks General Meeting of Shareholders on 18^th April 2000, approved by Minister of Development decision No K2-5175 of 21^st April 2000 and promulgated in Government Gazette issue No 2944 of 26^th April 2000 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution No 1165 adopted by the Board of Directors on 15^th November 2000, approved by Minister of Development decision No K2-14485 of 22^nd November 2000 (twice), and promulgated in Government Gazette issue No 10860 of 24^th November 2000 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 26^th April 2001, approved by Minister of Development decision No K2-6205 of 23^rd May 2001 and promulgated in Government Gazette issue No 2999 of 25^th May 2001 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution No 1188 adopted by the Board of Directors on 15^th November 2001, approved by Minister of Development decision No K2-15939 of 21^st November 2001 (twice) and promulgated in Government Gazette issue No 10409 of 22^nd November 2001 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 26^th November 2001, approved by Minister of Development decision No K2-17801 of 28th December 2001 and promulgated in Government Gazette issue No 11546 of 31^st December 2001 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 9^th May 2002, approved by Minister of Development decision No K2-11517 of 5^th September 2002 and promulgated in Government Gazette issue No 9257 of 6^th September 2002 (Bulletin of Socits Anonymes and Limited Liability Companies).

By resolution passed at the Banks General Meeting of Shareholders on 20^th November 2002 and the Special Meeting of Bondholders on 20^th November 2002, approved by Minister of Development decision No K2-15554 of 20^th December 2002 and promulgated in Government Gazette issue No 12826 of 22^nd December 2002 (Bulletin of Socits Anonymes and Limited Liability Companies).

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NATIONAL BANK OF GREECE S.A.

ARTICLES OF ASSOCIATION

CHAPTER ONE

ESTABLISHMENT NAME REGISTERED OFFICE DURATION OBJECTS

Article 1

1.		National Bank of Greece S.A. was established in 1841. Under Royal Decree dated 26/27th February l953, the Bank was merged with Bank of Athens S.A. (established in 1893) and adopted the name National Bank of Greece and Athens S.A. Its present name, as defined by the General Meeting of its Shareholders on 30 April 1958, is (GREEK TRANSLATION OF COMPANY NAME). In English the name shall read National Bank of Greece S.A.; in other languages, it shall be either a true translation of its Greek name, or written in Latin characters.
2.		National Bank of Greece S.A. has its registered office in Athens, at 86 Eolou Street. Branch offices, agencies and representative offices may be established anywhere in Greece or abroad upon a resolution of the Banks Board of Directors.

Article 2

The Banks duration is fixed up to 27th February 2053. By resolution of the General Meeting of Shareholders, which will amend this Article, the Banks duration may be extended.

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Article 3

1.		The Bank shall engage in all such banking and financial activities in general, both at home and abroad, as shall be allowed to banking Socits Anonymes by Greek and EU legislation as is in force each time.
		To the extent permitted by standing legislation, the Bank may also carry out the said activities on behalf of third parties, either on a joint venture basis, or in association with other legal entities or natural persons of any nationality.

2.

The objects of the Banks activities shall, in particular, be as follows:

	(a)		To extend all types of loans, credits or guarantees;
	(b)		To acquire or assign claims thereunder;
	(c)		To provide intermediary services in the financing of business, inter-business cooperation or in the underwriting of share capital issues through public subscription or bond issues; also to represent bond holders or other lenders;
	(d)		To borrow funds, obtain credits or guarantees and issue bond loans;
	(e)		To accept cash deposits or other refundable funds, in euro and in foreign exchange or in foreign currency;
	(f)		To purchase, sell, safe keep, manage or collect negotiable instruments; also securities (whether quoted on the Stock Exchange or not), foreign exchange or foreign currency;
	(g)		To issue and manage means of payment (credit cards, travellers cheques and letters of credit);
	(h)		To participate in security issues and provide related services;

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	(i)		To provide consulting services to companies in respect of the capital structure, industrial strategy and related matters; also to provide consultation and services with regard to mergers, acquisitions or liquidation of companies;
	(j)		To provide intermediary services in the interbank markets;
	(k)		To manage portfolios and provide related consulting services;
	(l)		To provide credit information reports;
	(m)		To lease safe deposit boxes, and
	(n)		To participate in businesses at home and abroad.

3.

The Bank may establish associations, foundations under Article 108 of the Greek Civil Code and firms under Article 784 of such Code, engaged in cultural, educational and financial activities, as well as participate in such firms already existing.

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CHAPTER TWO

SHARE CAPITAL SHARES

Article 4

 

1.		The Banks share capital comes to euro 1,147,761,382.50 and is divided into 255,058,085 shares of a nominal value of euro 4.50 each.
2.

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