NATIONAL BANK OF GREECE S.A

ANNUAL GENERAL MEETING OF SHAREHOLDERS

30 July 2021

Terms and conditions for the remote Annual

General Meeting of Shareholders

"National Bank of Greece S.A." ("the Bank") will hold the Annual General Meeting of Shareholders ("General Meeting" or "AGM") on 30 July 2021, and a potential Repeat Meeting on 5 August 2021, remotely in real-time by teleconference without the physical presence of Shareholders.

Shareholders of the Bank (hereinafter "Shareholders") will participate at the General Meeting exclusively by electronic means.

Participation by Shareholders at the General Meeting is subject to the present terms and conditions for the remote General Meeting (the "Terms for the remote General Meeting").

Capitalized terms used have the meaning as defined in the Appendix to the present.

Besides these Terms for the remote General Meeting, the Terms of Use by Third Party Suppliers also apply.

The Bank reserves the right at any time to modify, suspend, cancel or limit the mechanisms for the electronic General Meeting and vote when necessary or appropriate for technical or security reasons.

1

1. Introductory Remarks

1.1. How can I participate and vote at the General Meeting?

In order for Shareholders to participate and vote at the General Meeting or at the Repeat Meeting, it is necessary that they, or their proxies, create and use an electronic account in the Internet Platform that has been developed by the Hellenic Exchanges-Athens Stock Exchange Group to provide remote General Meeting services, in real-time, by teleconference to listed companies on the website https://axia.athexgroup.gr/en/home

The Internet Platform is provided by "Hellenic Central Securities Depository S.A.", while the WEBEX set of tools / services, provided by Cisco Hellas S.A., is used for the teleconference.

As mentioned above, the Internet Platform is available in English, on the website https://axia.athexgroup.gr/en/home

1.2. How can I access the Internet Platform?

In order to access the Internet Platform a personal computer, a smartphone type mobile telephone or a tablet is required, with a browser application installed, and internet access.

1.3. How can I create an Account in the Internet Platform?

In order for a Shareholder or his/her proxy to create an account in the Internet Platform, a valid electronic mail (email) account and a mobile telephone number are required by the Shareholder or his/her proxy.

1.4. What do I do if the data entered in the Platform does not match the data registered in the Dematerialized Securities System (DSS)?

If, on accessing the Internet Platform the above information entered by the Shareholder does not match the data registered in the Dematerialized Securities System and provided to the Bank by the Hellenic Central Securities Depository as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies in accordance with Part 3 of Decision No 8 of the BoD of Hellenic Central Securities Depository S.A., "Technical terms and procedures for the provision of the Registry, Corporate and Other Related Actions Service", shareholders must provide or/and update the information above through their Participants, in order to create the account.

1.5. How can I verify that I have successfully connected to the Internet Platform?

Shareholders that have successfully connected to the Internet Platform will be able to participate at the General Meeting by teleconference in real time via link that will be sent to them by email.

1.6. What rights may I exercise via the Internet Platform?

By activating the teleconference application (Cisco WEBEX) via the link at the start of the General Meeting, Shareholders will be able to:

2

  1. follow the proceedings of the General Meeting with electronic or audiovisual means,
  2. take the floor and address the General Meeting orally during the General Meeting, while at the same time, through the Internet Platform they will be able to:
  3. vote in real time on the items of the daily agenda,
  4. receive information on the recording of their vote.

The deadlines, during which the rights of Shareholders can be exercised are included in detail in the Invitation to the General Meeting and in the present Terms for the remote General Meeting, while the time period that will be provided for voting will be announced during the General Meeting.

1.7. Can I participate and vote remotely in real-time by proxy at the General Meeting via the Internet Platform?

Yes, Shareholders may participate in the AGM and may vote either in person or by proxy.

Specifically for Shareholder participation by proxy at the Annual General Meeting on 30.07.2021 or the Repeat Meeting thereof, remotely in real-time by teleconference,

Shareholders or their custodian can appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours before the date of the General Meeting (i.e. by 11.00 am on 28.07.2021 at the latest), through the "FORM OF PROXY FOR PARTICIPATING REMOTELY BY TELECONFERENCE AT THE AGM", available through the Bank's branch network and on the Bank's website athttps://www.nbg.gr/en/the-group/investor-relations/general-assembliesor in case of Shareholders identified through intermediaries, through confirmations or notifications of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries as described in the Invitation.

Upon receipt of the information above by the Bank, and based on the email address and mobile telephone of the proxy, as declared in the proxy document, an account is created for the proxy on the internet platform; the proxy is informed by email in order to activate the account in order to exercise the rights of the shareholder in accordance with what is referred to in the AGM Invitation.

1.8. Can I participate remotely, in person or by proxy, in the vote before the General Meeting (mail vote)?

Yes, Shareholders have the option to participate remotely, in person or by proxy, at the vote on the items of the General Meeting that will take place before the General Meeting.

Shareholders that wish to participate in and vote remotely on the items of the Annual General Meeting that will take place before the General Meeting, can make use of the following options:

3

  1. Either exercise the right to vote before the General Meeting through the internet platformhttps://axia.athexgroup.gr/en/homein which they have previously created an account and have successfully registered as described above,
  2. Or complete and send as described in the Invitation the "Mail vote document" available to shareholders in hard copy through the Bank's branch network, and in electronic form on the Bank's website (https://www.nbg.gr/en/the-group/investor-relations/general-assemblies)
  3. Or participate through confirmations or notices of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries.

Specifically for Shareholder participation by proxy at the Annual General Meeting on 30.07.2021 or the Repeat Meeting thereof, at the vote that will take place before the

General Meeting, Shareholders or their custodian can appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours before the date of the General Meeting (i.e. by 11.00 am on 28.07.2021 at the latest), through the "FORM OF PROXY FOR VOTING REMOTELY BEFORE THE AGM", available through the Bank's branch network and on the Bank's website athttps://www.nbg.gr/en/the-group/investor-relations/general-assembliesor in case of Shareholders identified through intermediaries, through confirmations or notifications of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries.

Upon receipt of the information above by the Bank, and based on the email address and mobile telephone of the proxy, as declared in the proxy document, an account is created for the proxy on the internet platform; the proxy is informed by email in order to activate the account in order to exercise the rights of the Shareholder as described above.

1.9. Until when can the vote before the General Meeting take place?

Shareholders that vote as above before the General Meeting are counted to form the quorum and majority, provided that the votes in question have been received by the Bank by 11.00 am on 29.07.2021 at the latest.

2. Right to participate and vote at the General Meeting

2.1. When will the General Meeting commence its proceedings?

The General Meeting is considered to have begun its proceedings with the announcement of the start of the General Meeting by the Chairperson of the Meeting to Shareholders.

Each Shareholder may participate, follow substantively the proceedings of the General Meeting and vote in real - time electronically, provided that he/she has taken the necessary steps mentioned in the Invitation to the General Meeting to create and use an electronic account in the Internet Platform according to clauses of the present document and to the instructions provided in the Invitation.

4

2.2. How and when must I connect to the Internet Platform in order to participate in the General Meeting?

Shareholders must connect through the Internet Platform, before the start of the General Meeting and declare that they intend to participate in the General Meeting.

Following the declaration of the intention to participate, Shareholders will receive a personalized information message by electronic mail with the link that must be followed to connect to the teleconference (video conference) of the General Meeting.

On the date of the General Meeting, in order to participate in the proceedings, Shareholders must connect in a timely fashion through the Internet Platform, at least fifteen minutes (15') before the start time of the General Meeting that has been announced in the Invitation, and declare the number of voting rights with which they will participate and vote at the General Meeting, and, whether they wish to modify them (to a lower number).

2.3. Can I participate in English?

It is noted that, shareholders that wish to participate in the General Meeting in English, will be able to do so via telephone, in accordance with the detailed instructions that will be provided.

2.4. If I do not connect οn time, will I be able to vote?

No, Shareholders that do not connect to the Internet Platform on time before the start of the General Meeting as above and up until the announcement of the start of the proceedings by the Chairperson of the General Meeting, will not be counted among the Shareholders present at the General Meeting, they will not be able to exercise the right to vote or to take the floor and submit questions to the General Meeting, and will only be able to follow the live feed of the General Meeting by teleconference (video conference).

2.5. What will happen if I have not appointed a proxy or representative?

Shareholders who have not appointed a proxy or representative by the deadline (i.e. at least 48 hours before the date of the General Meeting), but who, however, have connected on time through the Internet Platform before the start of the General Meeting will participate at the General Meeting, unless the General Meeting refuses for good reason and justifies its refusal.

In that case (of reasoned refusal) by the General Meeting, they will not be counted among the Shareholders that are present at the General Meeting and they will only be able to attend the live feed of the General Meeting by teleconference (video conference).

2.6. What are my rights after I have connected on time and in compliance with the formalities?

Shareholders who have complied with the formalities above and have connected on time through the Internet Platform before the start of the General Meeting:

(i) are considered to be present in person at the General Meeting;

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

National Bank of Greece SA published this content on 16 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 July 2021 08:02:14 UTC.