FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to rule 13a-16 or 15d-16 of

The Securities Exchange Act of 1934

For the month of March, 2014

National Bank of Greece S.A.

(Translation of registrant’s name into English)

86 Eolou Street, 10232 Athens, Greece

(Address of principal executive offices)

[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.]

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.]

[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-           ]

National Bank of Greece S.A.

Group and Bank

Annual Financial Report

31 December 2013

March 2014

Table of Contents

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Table of Contents

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Table of Contents

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Certification of the Board of Directors

On the financial statements as at 31 December 2013

Certification of the Board of Directors

Certification by the Chairman of the Board of Directors, the Chief Executive Officer and the Deputy Chief Executive Officer pursuant to Article 4 of Law 3556/07

We, the members of the Board of Directors of National Bank of Greece S.A. certify that to the best of our knowledge:

(1)         The financial statements for the annual period ended 31 December 2013 have been prepared in accordance with the applicable accounting standards and present a true and fair view of the assets, liabilities, equity and results of operations of the Bank and of the companies included in the consolidation.

(2)         The Board of Directors annual report fairly presents the evolution, the performance and the position of the Bank and of the companies included in the consolidation, including the description of the main risks and uncertainties they face.

Athens, 20 March 2014

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Board of Directors Report

for the year ended 31 December 2013

Board of Directors’ Annual report

on the consolidated financial statements of National Bank of Greece S.A.

for the financial year 2013

Financial environment

The global economy is gaining traction, amid increased geopolitical concerns

During 2013, the global economic growth gained momentum, particularly in the second half of the year, driven mainly by the US and UK. In addition, the euro area economy exited recession in Q2:13, while growth prospects in emerging markets lost momentum, decoupling from developed markets in the course of 2013. For 2014, we expect the global economy to sustain its growth momentum, expanding by 3.7% y-o-y, from 3.0% in 2013 (according to International Monetary Fund (“IMF”), World Economic Outlook forecasts, January 2014). This prediction may change, given potential political and economic negative developments related with the euro area banking crisis, which may be intensified in the light of the European Central Bank’s (“ECB”) Comprehensive Assessment of the euro area banking sector, U.S. Fed tapering (i.e. the slow down of assets purchases under Fed Quantitative Easing (“QE”) programs), the Chinese economy facing slowed growth, amid intensified fears over the fragile shadow banking system of the Chinese economy and increased tensions between Ukraine and Russia in addition to continued geopolitical risks in the Middle East and North Africa regions.

The global financial markets conditions improved substantially during 2013. Developed markets equities rallied strongly, and more significantly in the US and Japan, on the back of ultra loose monetary policy, while emerging markets equities remained broadly flat in 2013, on the back of a less positive economic outlook. Government bond yields increased on both sides of the Atlantic, reflecting the increased expectations of a gradual slow down of asset purchases by the Fed, while the euro area periphery sovereign bond spreads tightened, in line with the improvement in fiscal outlook in these economies. In the beginning of 2014, developed market equities remained flat, despite a temporary weather-related distortion in the US economic data, as global Purchasing Managers Indices (“PMIs”) remained strong, while emerging markets equities continued to lag behind, on the back of ongoing concerns over structural weaknesses in specific emerging economies (such as Turkey and Brazil). In the euro area, growth prospects appear to have brightened in the first quarter of 2014, albeit heightened disinflationary pressures, particularly in the periphery, have increased pressures for monetary policy action. Indeed, during 2013, the ECB had cut its refinancing rate by 50 bps, and introduced rhetoric forward guidance for short-term rates in the light of ongoing economic weakness and increasing disinflationary pressures. Looking forward, the ECB is expected to ease monetary policy further, through additional rate cuts as well as unorthodox policy tools. The Fed brought tapering issue in May for a first time, triggering a negative market response. It finally announced tapering in December 2013, to take effect in January 2014 and in March reduced its asset purchases to USD 55 billion per month. In addition, the Fed decided to abandon quantitative forward guidance, for short-term interest rates, as the US unemployment rate has declined to 6.7% in February 2014). Looking forward, the Fed is expected to keep on with a gradual decrease of assets purchases, projecting to terminate them by Q4:14. In Asia, the Bank of Japan, expanded massively its QE program in April 2013, as part of the 3 “arrow” strategy of Abenomics and is expected to expand QE further during 2014, to mitigate the negative repercussions of planned fiscal tightening.

In 2013, the macroeconomic picture improved in South Eastern Europe-5 (“SEE-5”, comprising Albania, Bulgaria, FYROM, Romania and Serbia) while it remained mixed in Turkey

In Turkey, growth accelerated significantly and the banking sector performance remained strong. However, external imbalances worsened. The significant economic rebound was driven by strengthening domestic demand, despite tight liquidity conditions, as the authorities took measures to contain credit activity growth at 15% and to limit surging foreign capital inflows in order to avoid financial instability. Real GDP growth is estimated to have accelerated to 4% y-o-y from 2.2% in 2012. On a negative note, the current account deficit, the “Achilles heel” of this economy, widened to 7.8% of GDP from 6.2% of GDP in 2012. Note, however, that the widening of the current account in 2013 was driven exclusively by a temporary deterioration of gold trade balance.

Against a backdrop of strong economic growth and despite tight liquidity conditions, the Turkish banking sector’s fundamentals improved somewhat and its performance remained impressive. Specifically: i) the return on average equity ratio stood at 14.2% in 2013, slightly lower than the 2012 outcome of 15.7%; ii) the +90 dpd loans-to-total loans ratio receded to 2.8% in December 2013 from 2.9% in December 2012; and iii) the capital adequacy ratio moderated to 15.3% in December 2013 from 17.8% in December 2012, due to a surge in credit activity (up 32.2% y-o-y in December 2013 from 15.3% y-o-y in December 2012), but was well above the statutory threshold of 8.0%.

In SEE-5, economic activity accelerated, external imbalances receded, and the banking sector performance improved. The strong growth performance and the external balance adjustment were driven by a buoyant external demand. Indeed, exports soared in 2013, on the back, inter alia, of increasing penetration in non-EU fast-growing regions, broadening export base (especially in the automotive sector, which accounts currently for 40% of exports of goods in the largest SEE-5 economy, Romania), and, to a lesser extent, the ongoing timid recovery in the region’s main trading partner, the Eurozone. Subdued domestic demand contributed to the reduction of external imbalances, reflecting, inter alia, lower foreign capital inflows and weak credit activity, on the back of limited financing of the primarily foreign-owned banking sector by parent banks and bank tighter credit standards. Real GDP growth in SEE-5 accelerated to 2.8% y-o-y in 2013 from 0.3% in 2012, and the adjustment in external imbalances, which began in 2009 in the wake of the global economic and financial crisis, gained steam, with the current account deficit moderating to a record low of 1.5% of GDP in 2013 from 4.8% of GDP in 2012 and an all-time high of 15% of GDP in 2008.

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Amid a favourable operating environment, the SEE-5 banking sector’s fundamentals strengthened and its performance improved. Indeed, i) the bottom line turned positive in the first 3 quarters of 2013, standing at an estimated €716 million compared with a mild loss of €76 million in 2012; ii) the pace of creation of non-performing loans has embarked on a downward trend, with the ratio of problematic loans to total gross loans deteriorating at a slower pace, ranging between 11.6% (FYROM) and 24.3% (Albania) in September 2013 against 10.5% (FYROM) and 22.8% (Albania) in December 2012; and iii) the capital adequacy ratio remained broadly stable at comfortable levels, ranging between 13.9% (Romania) and 19.9% (Serbia) in September 2013 against 14.9% (Romania) and 19.9% (Serbia) in December 2012.

The Greek economy shows nascent signs of stabilization with a remarkable progress in the fiscal adjustment

After six years of recession, the Greek economy shows nascent signs of stabilization. The pace of GDP contraction slowed notably in Q3 and Q4:2013 (-3.2% y-o-y and -2.3% y-o-y, respectively, from -5.0% y-o-y in H1:2013), led by a strong positive contribution of net exports, but also reflecting less weak domestic demand. In this regard, the annual pace of GDP contraction in 2013 is slightly lower than stabilization program estimates (-3.9% y-o-y versus original estimates of -4.2% y-o-y).

Private consumption remains on a declining path that reflects the combined impact of wage adjustment (-8.5% y-o-y in 9m:2013, including the adjustment in working hours) and employment contraction (-4% in 2013), compounded by declining levels of real estate wealth. Business conditions are improving, especially in tourism-related services sectors, and capacity utilization rates in export-oriented industrial sectors are gradually returning towards their long-term averages. However, a broader based recovery in business investment is held back by the still tight liquidity conditions — despite the notable acceleration in the clearance of government arrears to the private sector, the timely implementation of the public investment program and the completion of the bank recapitalization — reflected in bank deleveraging and still high deposit rates. Regarding residential investment, the worst phase of the housing market adjustment now appears to be nearing an end, with the cumulative peak-to- Q4:2013 reduction in house valuations reaching 34% of GDP.

Net exports are estimated to have added 2.0% in real GDP growth in 2013, on the back of a further decline in imports (-5.3% y-o-y, in constant prices in 2013), and strong tourism service exports. It is important to note that total exports increased by only 1.8% y-o-y, in constant terms, reflecting a stagnation of merchandise exports. In this respect, external adjustment continued at a strong pace in 2013, with the current account balance (Bank of Greece, Balance of Payments data) heading for its first annual surplus in decades (0.7% of GDP in 2013). The annual adjustment in 2013 exceeded 3% of GDP, following a decline of 7.5% in 2012. The main sources of adjustment are the services balance (i.e. tourism) and the transfer balance (i.e. EU funds, Securities Markets Programme (“SMP”) revenue refunds), whereas the non-oil trade balance declined slightly (lower by -0.4% of GDP in 2013 compared to 2012).

Labour market conditions remain challenging, despite the notable slowing in the annual pace of employment decline in 2013 (to -4% y-o-y versus -8% in 2012). Against this backdrop, the unemployment rate increased to a 45-year high of 27.5% in Q4:2013, amplifying the social costs of economic crisis and the concomitant tensions on household and corporate balance sheets. On a positive note, the sharp and sustained decline in activity and unit labour costs (-6.4% y-o-y in 2013 and -13.1% cumulatively from their peak in 2009) has resulted in disinflationary trends in the economy, with headline inflation falling deeper in negative territory in 2013 (-0.9% y-o-y in 2013 and -0.4% y-o-y in 2014). This trend is supported by the continuing transmission of wage adjustment to final prices in labour intensive sectors, compounded by increasing evidence of sustainable gains in cost efficiency in the goods producing sector, especially in segments where the adjustment in domestic demand is severe (e.g. consumer durables).

Liquidity conditions in the economy remain tight. Banks continue to deleverage, with business and household lending declining by 5% and 3.5% y-o-y, respectively, at end-December 2013, and the peak-to-date adjustment in outstanding private-sector credit in gross terms exceeding -13.5% since 2009, and declining by 24.5% on a net of provisions basis during the same period. Moreover, the favourable trend in bank deposits following the virtual elimination of euro exit risk in 2012 was interrupted as a result of the uncertainty originating from the crisis management in Cyprus (March 2013). On a positive note, the increasing pace of clearance in government arrears (about €6.2 billion of payments in 12m:2013) are expected to contribute to a gradual improvement in liquidity conditions in the following quarters.

Greece’s intensive efforts to address the large fiscal imbalances, resulted in the first primary surplus in general government budget in 12 years. The over performance in general government budget implementation in 2013 —  compared to the Program target for a balanced budget — is expected to exceed 0.5% of GDP (EU Commission, winter estimates, January 2014) or 1.0% of GDP according to the latest government estimates. Final data will be approved by Eurostat on 23 April 2014. The expenditure-side adjustment continued at a solid pace, while revenue performance had been aligned with Budget targets, supported by a slowing in GDP contraction and some gains in tax collection efficiency, although the accumulation of tax payment arrears continued.

In the 4 months to July 2013 the 3rd and 4th Reviews of the program had been successfully completed leading to the approval of cumulative disbursements of €10.0 billion from European Financial Stability Fund (“EFSF”), €1.5 billion in the form of refund of income on the SMP portfolio accruing to euro area national central banks in 2012, and €1.8 billion of IMF money. The disbursement of these funds has been completed in August 2013. The disbursement of the remaining sub-tranches under the 3rd and 4th program Reviews — that amounted to €0.5 billion of EFSF and €0.5 billion of SMP revenue refund — was conditional on the achievement of additional program milestones in Q4:2013, as agreed between Greece and the IMF, the ECB and the European Union (“EU”) (collectively referred to as the “Troika”). The financing related to this sub-tranche has been passed on to Greece’s segregated account in December 2013.

On 19 March 2014, a staff-level agreement has been reached between the Troika and the Greek government on policies that could serve as the basis for completion of the pending review of the Program. The parliamentary approval of the omnibus bill incorporating the related measures and the concomitant Eurogroup decision in early April, will effectively release about €10 billion of EFSF and IMF funds related with the review, which will be used to finance the redemption of €9.4 billion government bonds in May 2014.

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Nonetheless, some shortfalls in the implementation of structural reform agenda continue, while the progress in the ambitious privatization program remains slow, although there are increasing signs of an improving momentum.  The slow progress reflects technical difficulties, poor market conditions and delays, which reflect in some cases, conflicts with EU standards for competition in network industries and energy. Nonetheless, an agreement was reached in June to sell the government’s 31% stake of Greece’s gas transportation system operator (DESFA), while the sale of the betting company OPAP has been concluded in Q4:2013.

In 2013, the Greek banking system underwent radical structural changes. The key factors behind this momentum were the successful bank recapitalization in mid-year and the series of mergers throughout the year that led to significant consolidation in the domestic banking sector. Another important event — the Cypriot banking crisis in April — had only a limited impact on the Greek banking industry despite the close alignment of the two countries and the significant presence of Cypriot banks in Greece. The smooth transfer of the local networks of Cypriot banks to a Greek bank eliminated risk to depositors and the likelihood of contagion.

The wave of mergers and acquisitions had a significant impact on banks’ balance sheets and financial results, while significantly increasing the level of consolidation. Banks recorded profit for the year, incorporating the positive impact of negative goodwill and capital buffers arising from the acquired banks. In the medium term the absorption of these franchises will generate substantial synergies coming in the form of operating and funding cost reductions. In the same vein, the collective wage agreement signed with OTOE, the Greek banking sector union, in July 2013 contributes to a further reduction in the wage bill by almost 10%. Voluntary early retirement schemes implemented across a number of banks have also played a significant role, resulting in the exit of over 6,000 bank employees during 2013.

The banking system underwent a tectonic shift that led to the formation of a new banking landscape, with fewer yet stronger banks, and the gradual elimination of excess capacity and better leveraging of synergies. As at 30 September 2013, the four systemic banks controlled more 91.6% of domestic bank assets, compared with 63.4% in 2009, according to data by the Bank of Greece (Bank Of Greece’s Governor’s Annual Report for 2013, published in February 2014).

In 2013, new loan delinquencies posted a slowdown compared with 2012, the year in which NPL formation hit a record high. However, asset quality continued to deteriorate, remaining under pressure due to ongoing recessionary forces in the economy and rising unemployment levels. As a result of these factors, the cost of risk, though lower, nevertheless remained high, burdening the financial results of banks as it constituted the key negative factor burdening profitability.

The total deposit base of Greek banks has recovered from the 8-year low level of June 2012 increasing by 8.1% (or €14.2 billion) in the July 2012-December 2013 period, although this favorable trend lost momentum since April 2013 following the introduction of the “bail in” strategy in the banking crisis in Cyprus in this period. This, coupled with ongoing balance sheet deleveraging, led to a significant improvement in the liquidity of domestic banks thereby enabling them to reduce their dependence on ECB funding and drastically decrease at industry level — or even eliminate altogether, in the case of some banks — the need to raise funds via the local ELA emergency liquidity mechanism.

With the completion of the capital raising process in June 2013, banks’ capital ratios were restored, placing the EBA Core Tier I ratio at the level of 11.9% for banking groups (Bank of Greece data at end June 2013).

Nevertheless, the Bank of Greece conducted a follow-up stress test on the basis of end-June 2013 data to update banks’ capital needs, as envisaged in the Memorandum. The resulting capital needs for all Greek commercial banks were estimated under the Baseline Scenario at €6.4 billion. The Bank of Greece requested banks to submit their capital plans by mid-April 2014 to cover the additional capital needs. Following that, Piraeus Bank and Alpha Bank announced new capital increases —already under way-, in addition to the planned capital increase of Eurobank. NBG announced that it will present a capital action plan which will be implemented within a reasonable time frame. This plan will address the capital needs without raising new equity capital.

Anticipated developments (risk and uncertainties)

Looking forward in 2014, the global economic activity and consequently the conditions in the global financial markets are expected to remain relatively positive, as fiscal consolidation is expected to be less severe in most part of the world, monetary policy is expected to remain supportive, albeit less so compared with past year, and tail event and political risks appear to have declined. Having said that, though, the balance of risks is skewed to the downside, stemming from a sharply tighter than expected financing conditions in the US, on the back of Fed tapering, a sharper than expected decline in Chinese economic activity, and increased uncertainty regarding the euro area governance. In addition, the ongoing turbulence in emerging markets is expected to remain a factor of uncertainty in the course of 2014, as most emerging economies are expected to tighten their monetary policy, in spite of the absence of increased inflationary pressures, or any evidence of overheating in their economic activity.

In 2014, the macroeconomic picture is set to improve further in SEE-5 and remain mixed in Turkey. In SEE-5, real GDP growth is expected to move further towards its long-term potential of 3.5%, standing at 3.0%, supported by reviving domestic demand. Indeed, strengthening real disposable income, on the back of improving labour market conditions and weaker inflation, should boost private consumption, while better absorption of EU funds should strengthen further investments. This benign operating environment, along with the expected slowdown in non-performing loans formation, should help improve further the profitability of the banking sector.

There are, however, downside risks to this positive outlook, stemming from a heavy election agenda in the region that could derail the reform drive and consequently lead to a weaker macroeconomic and banking sector performance. The ongoing FED’s tapering should not have a direct negative impact on SEE-5 countries, as they have not benefited from the past years’ QE in the US.

In Turkey, real GDP growth is expected to be moderate at 2.5%, due to weaker domestic demand, reflecting tighter global and domestic liquidity conditions. Indeed, the ongoing Fed “tapering” and the prospect of US monetary tightening are set to lead to further outflows

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from emerging markets. On the other hand, the Central Bank of the Republic of Turkey’s (“CBRT”) sharp hike of its effective funding rate in late-January 2014 (from 7.2% to a range of 10%-11%), along with the past year’s macro-prudential measures, in a bid to curb soaring credit activity, are set to reduce significantly liquidity in the domestic market. On a positive note, the current account deficit is expected to narrow significantly, not only due the anticipated compression of imports, reflecting weaker domestic demand, but also to the gradual return of the gold trade balance to normal levels. We see the current account deficit easing to 5.6% in 2014 from 7.8% in 2013. In this benign operating environment, the banking sector’s profitability should moderate to a still comfortable level, mainly on the back narrowing net interest margins, reflecting the fact that the upward loan re-pricing is likely to take 2 quarters while the upward deposit re-pricing is quasi immediate, as well as a weaker credit activity.

The macroeconomic and banking sector performance in Turkey would, however, be weaker than expected in 2014, should the political crisis, that erupted in mid-December 2013, be protracted until the end of the ongoing long election cycle (local elections on 30 March 2014, presidential elections in August 2014, and general elections in June 2015). Note that uncertainty has heightened since 17 December 2013, when a 14-month corruption investigation into the upper levels of the Government was suddenly announced by the Judiciary, to the surprise of the Government. This has led to the resignation of 3 senior ministers in Prime Minister Erdogan’s government, whose sons were among those detained as part of the investigation. Tensions have intensified later, as the Government dismissed members of the police and the judiciary on the grounds that they conducted the long-running investigation without the Prime Minister’s knowledge, and are part of a plot to displace the Prime Minister.

As regards prospective macroeconomic developments in Greece, 2014 is expected to be the first year of slightly positive growth following 6 years of recession. The adjustment in private consumption will continue in 2014 — albeit at a slower pace compared with 2013 (an estimated -1.8% y-o-y versus -6% y-o-y in 2013) — as labour market conditions will stabilize (also improving consumer confidence), wage adjustment is expected to be at an advanced stage, while some support to household real disposable income will come from continued disinflation of the economy and lower international prices of some consumption-related international commodities, already evident in H2:2013.

In this vein, improving trends in export orders, favourable momentum in the tourism sector and the planned restart of large infrastructure construction projects in early 2014, along with the gradual transmission of declining bank deposit rates to nominal lending rates, are expected to support an acceleration in the annual growth in non-residential business investment to +7.4% y-o-y in 2014, following a drop of 4.1% in 2013. In view of the near completion of the house price adjustment, the contraction of residential investment is expected to remain large but be lower in 2014 (-18.6% y-o-y versus an estimated -37.8% in 2013).

The support to economic activity from net exports is estimated to be broadly similar in 2014, reflecting a stronger export performance in the goods and shipping services segments, which will offset the impact from the significantly lower pace of contraction of imports, as domestic demand strengthens. Indeed, exports will be equivalent to 28.1% of GDP in 2014, up from 24.1% in 2008.

The unemployment rate is expected to peak in the vicinity of 28% in Q1:2014, from 27.5% in Q4:2013, and then decline slowly in parallel with the bottoming-out of economic activity. This improvement will be supported by hiring in labour intensive sectors (mainly tourism related services, specialized business services, transportation and storage) and a further decline in the labour force participation rate reflecting further retirements.

Once more, there are downside risks to our baseline scenario. First, a new round of uncertainty activated by the electoral cycle ahead of European parliament and local government elections in May 2014, or slow progress in the completion of planned Programme reviews. Second, a less favorable international environment, due to weaker-than-expected activity in the euro area, a potential resurgence of tensions in countries of EU periphery and/or international market turbulence linked to Fed tapering.

The Greek banking system is engaged in a process of restructuring and recovery following its recapitalization by the Hellenic Financial Stability Fund (“HFSF”), the recovery and stabilization of deposits — reflecting the significant improvement in confidence in the prospects of the country and its banking system — the drastic reduction in operating costs and the sustained reduction in the level of new loan impairments. These trends are expected to strengthen going forward as the economy returns to a growth trajectory. Last, the banks’ capital increases under way will further strengthen their capital structure and shield them against risks in the future.

Financial Results

For full year 2013, the Group profit attributable to NBG equity shareholders amounted to €809 million compared to substantial losses of €2,127 million as restated for 2012. This achievement was due in part to the improvement in the domestic economic climate that helped new NPL creation to slow, the write-back of provisions taken in 2012 against claims on the Hellenic Republic, and the elimination of the high trading losses of the previous year. The contribution by Finansbank was particularly strong, as it reported a profit for the year of €439 million, despite the adverse circumstances prevailing in the Turkish market in H2:2013, while the Group’s SEE-5 subsidiaries posted profits for the year of €32 million compared to losses of €65 million in 2012.

Group operating expenses are stable as cost cutting continued in Greece and SEE-5, offsetting the rise in expenditure in the developing Turkish market (93 new Finansbank branches were opened in 2013). In particular, staff expenses in Greece fell by 8.2% y-o-y, backed by the implementation of the new collective labour agreement effective as of 1 July 2013. Overall, expenses in Greece posted a 4.9% reduction. Reductions in operating expenses were also continued in SEE-5 (down 4.4% y-o-y), despite the significantly higher inflation experienced in the region.

With respect to the quality of the Group’s loan book, it is particularly encouraging that the slowdown in new loan delinquencies in Greece has gained further momentum. In 2013, new delinquencies in Greece totaled €1.5 billion, down by 57% y-o-y, as compared with 2012 at the peak of the crisis when they topped €3.6 billion. As a result, at Group level, provisions for loans and advances to customers were

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reduced to €1,627 million, down by 36%, compared with €2,532 million a year earlier. That said, the Group and the Bank improved provision coverage levels to 56.0% compared to 54.3% a year earlier, the highest level in the market. In addition, the 90+ dpd Group loan ratio stood at 22.5% at the end of December 2013, compared to 19.0% a year earlier.

Ongoing improvement in liquidity is another positive development. Specifically, the growth in Group deposits has led to an improvement in the liquidity ratio (loans-to-deposits) to 98% compared to 108% in December 2012.  In Greece the loan-to-deposit ratio stood at 90% (improved by 11 percentage points y-o-y) thereby placing the Bank comfortably in the best position in the domestic market in terms of liquidity. This development comprises tangible evidence of the Bank’s solid liquidity position and its improved ability to channel funding for the growth of the Greek economy. It is worth noting that the corresponding ratio for SEE-5, which stood at 99% (an improvement of 14 percentage points y-o-y), is low relative to peers in the same markets, while it has decreased by half when compared with pre-crisis levels. In Turkey, deposit growth of 16% y-o-y exceeded loan growth (up 13% y-o-y), while there was also a significant improvement in the deposit mix due to the higher share of low-cost sight deposits, which grew by 65% y-o-y.

As regards capital adequacy, the Group’s Core Tier I ratio, which stood at 7.8% as at 31 December 2012 (pro-forma for the June capital increase), reached 10.3% at 31 December 2013, while if the changes introduced into the methodology for calculating Finansbank’s Risk Weighted Assets and the benefit to be derived from the agreement to dispose of the Astir Palace Vouliagmeni is taken into account, the ratio stood at 11.2%. The Core Tier I ratio was affected (approximately 80 bps in 2013) by unrealized FX losses deriving from the Turkish Lira, but was boosted by the positive profitability in 2013, the modest capital strengthening provided by the new acquisitions of FBB and Probank, the liability management exercises carried out in the first half of the year, as well as a number of capital actions of which the disposal of the 66% stake in NBG Pangaea REIC was the most important.

As regards the results of the diagnostic tests carried out by BlackRock, which was assigned with the task of estimating credit losses in the loan book, these attest that the Bank displays much lower credit loss projections (CLPs) for the period to end 2016 than the other systemic banks. Specifically, according to BlackRock’s models and prudential overlay by the Bank of Greece, CLPs in the domestic loan book for the period June 2013 to December 2016 total €8.7 billion. As the already existing provision stock provides coverage of 74%, net credit losses projections for the remaining 3.5 years amount to just €2.3 billion, significantly lower on an annual basis than the domestic credit losses charged in 2013 of €1.2 billion.

As regards the projected BoG-estimated capital generation of NBG, which was calculated at €1.5 billion for the three years through 2016, the Group succeeded in 2013 — a year of recession in Greece and of significant headwinds in Turkey — in posting pre provision profit of €1.6 billion, thereby covering the estimated gap in the course of just one year.

Management has announced its intention to meet the Bank of Greece estimated capital requirements of €2.2 billion within a reasonable timeframe, without arranging a share capital increase.

Greece: Signs of stabilization reverse the high losses of the previous year

In 2013, profit for the period from domestic business totalled €341 million, against losses of €2,724 million in 2012. The main contributors to this performance were:

i.                  41% growth in operating income to €1,758 million compared to €1,250 million in 2012, mainly due to the drastic reduction in trading losses and the improvements in net interest income and net fee and commission income in the second half of the year (in the fourth quarter, net interest income increased 4.9% q-o-q improving for the fourth consecutive quarter and net fee and commission income more than doubled);

ii.               the contraction of operating expenses by 4.9% y-o-y (adjusted for first-time FBB and Probank consolidation, one-off integration costs and exceptional taxes, the real reduction stood at 8%);

iii.            the 42% reduction in credit provisions and other impairment charges (or €841 million y-o-y) to €1,185 million, as a result of the significantly slower growth in new loan delinquencies in 2013;

iv.           the write-back of provisions against claims on the Hellenic Republic and other extraordinary provisions, due to the improved spreads on Greek government bonds, which contributed a cumulative €949 million on an annual basis.

The cost of the broad voluntary retirement scheme, in which more than 2,500 employees participated, was incorporated into the 2013 results and is expected to deliver a y-o-y benefit of €155 million or 20% of the cost base in 2014.

Finansbank: Profit for the period at TL1.1 billion, down by just 9.3%

Despite the adverse backdrop in Turkey in H2:2013, the profits for the period of Finansbank fell by just 9.3% y-o-y to TL1,106 million (€439 million). This reveals the high resilience of the business model of Finansbank and holds out the promise of a positive performance for 2014.

Operating income presented strong resilience (up 11.3% y-o-y, unchanged q-o-q), despite the changes in the regulatory framework for the country’s banking sector and the increase in interest rates. This strong performance was achieved thanks to an 11.3% improvement in net interest income and a 8.9% increase in fees and commission over the course of the year. In Q4:2013, net interest margin was under considerable pressure, mainly because of regulatory caps and the increase in the reference rates in Turkey. Nevertheless, net interest margin stood at the high level of 556 bps. Net interest income receded only 0.9% q-o-q and net fee and commission income 9.4% q-o-q.

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The efficiency ratio (cost/income) stood at 49.6%, incorporating the rise in expenses relating to the rapid network expansion (93 new units were opened in 2013) and the increase in staff by approximately 2,000 employees, as well as the relatively high level of inflation in the country.

The capital adequacy ratio reached 17.2%, the highest among its peers. It should be noted that, compared with other Turkish banks, Finansbank has by far the lowest exposure to government bonds.

SEE-5: Back to profitability after stabilization of provisions for credit risk

In 2013, the Group’s businesses in SEE-5 posted profits for the period of €32 million, in contrast to loss of €65 million in 2012. A key contributing factor to this positive result was the stabilization in the growth rate of NPLs, reflecting the normalization of economic activity in the region, as well as improved loan recoveries, especially in Q4:2013, which led to a 54.4% reduction in provisioning levels y-o-y.

Furthermore, the policy to reduce operating costs continued, delivering an annual reduction of 4.4% y-o-y.

Going Concern

Act 13/28.03.2013 issued by the Executive Committee of the Bank of Greece established new limits for Core Tier I (CT1) ratio and Common Equity ratio at 9% and 6% respectively. The Act also introduced a cap on the recognition on Deferred Tax Asset in CT1 ratio, set at 20% of CT1. This cap was removed by Act 36/23.12.2013 of the Executive Committee of the Bank of Greece on 31 December 2013.

As at 31 December 2013, the Group’s CT1 ratio has increased to 10.3%, (31 December 2012: 7.8%) following:

(a)         the completion, in June 2013, of the Bank’s recapitalization through the share capital increase of €9,756 million of which €1,079 million was contributed by private investors and €8,677 million by the HFSF, which now holds 84.4% of ordinary shares, but with restrictions on voting rights and on the sale of the shares;

(b)         2013 attributable profit for the period of €809 million, which was aided by the improving economic environment in Greece; and

(c)          certain actions completed by Management, such as the disposal of a 66% participation interest out of the 100% held in subsidiary NBG Pangaea REIC, Liability Management Exercises, deleveraging and de-risking and the buy-back of US Preference shares.

Furthermore, all actions currently completing (e.g. the application of the IRB approach for Finansbank’s loan portfolio and the disposal of our subsidiary Astir Palace) are expected to further increase the CT1 ratio (see also Note 4.7).

Although, the Group’s deposits in Greece, increased by €4.8 billion in 2013, the crisis in the Greek economy, in conjunction with the strict international supervisory rules, continue to restrict the Bank’s access to liquidity from other financial institutions and therefore the Eurosystem remains a major source of liquidity for the Bank. However, as of 13 March 2014, the funding from ECB has decreased to €19 billion (31 December 2012: €30.9 billion) all of which was through ECB Regular Open Market Operations. Furthermore, as of 31 December 2013, additional financial assets of nominal value €30 billion (31 December 2012: €18 billion) were available for further liquidity (see also Note 4.5.1 Liquidity risk management).

Based on the above, Management has concluded that the going concern principle is appropriate.

The Bank’s recapitalization

On 23 November 2012, the 2nd Repeat Extraordinary General Meeting of the Bank’s shareholders approved (i) the reduction in the Bank’s share capital through a reduction in the nominal value of the shares from €5.00 to €1.00 per share, as per article 4 par. 4a of the Company Law 2190/1920 as amended, with the formation of a special reserve of an equal amount, and (ii) the increase in the Bank’s share capital with the issuance of new ordinary shares that will be subscribed in kind, that is, shares of Eurobank Ergasias S.A. (“Eurobank”), up to 552,948,427 ordinary voting shares of Eurobank, of nominal value €2.22 per share. This share capital increase was covered exclusively by the shareholders of Eurobank, who accepted the tender offer, with abolition of the preemptive rights of existing shareholders. The Ministry of Development approved the above decision on 12 February 2013. This increase was partially covered (84.4%) through the contribution of 466,397,790 Eurobank shares (the “Tendered Shares”).

At its meeting of 22 February 2013 the Bank’s Board of Directors certified the increase, pursuant to partial coverage thereof. As a result the Bank’s share capital increased by €271 million by issuing 270,510,718 ordinary shares with nominal value of €1.00 per share.  The fair value of these shares issued as the consideration paid for Eurobank amounted to €273 million and was based on the closing price of Bank’s share on the ATHEX on 15 February 2013.

On 29 April 2013, the 2nd Repeat Extraordinary General Meeting of the Bank’s shareholders approved a) the reverse split of the ordinary shares at a ratio of 10 existing shares of €1.00 per share to be exchanged for 1 new share of €10.00 per share, b) the reduction in the nominal value from €10.00 per share to €0.30 per share as per article 4 par. 4a of the Company Law 2190/1920 as amended, with the formation of a special reserve of an equal amount and c) the share capital increase by €9,756 million in the context of recapitalization of the banks.

On 19 June 2013, the Board of Directors certified that €1,079 million was covered by private investors in cash and €8,677 million by the HFSF through the EFSF bonds already advanced to the Bank in 2012 and the Bank issued 2,274,125,874 ordinary shares of €0.30 per share.

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From the amount of €9,756 million, €682 million was credited to the share capital whereas the remaining amount of €9,074 million less expenses was credited to the share premium account.

Tender Offer to buy back the five series of Hybrid Instruments — repurchase of Preferred Securities

On 23 May 2013, the Bank announced the results of the Tender Offer, which commenced on 8 May 2013 and expired on 22 May 2013, for the buy back of up to the total amount of the five different series of preferred securities non-cumulative non-voting (hybrid instruments) issued by our subsidiary NBG Funding Limited and guaranteed on a subordinated basis by the Bank. Based on the total nominal values of the securities, which were offered in the Tender Offer, the Bank has calculated that the final amount of the total nominal values accepted for repurchase is as follows:

(1)  For every series, the defined as the current total nominal value of the relevant Series less (a) the Titles that have been purchased by the Bank before the commencement of the Tender Offer and (b) the Titles that have been purchased by the Bank according to the Tender Offer.

The profit that resulted from the buy back of the hybrid instruments for the Group and the Bank amounted to €55 million.

The expiration deadline for the repurchase of the securities in offer by the Bank was 27 May 2013. The repurchase was funded by the Bank’s own existing funds. Furthemore, the Bank proceeded in the acquisition of an additional portion of the outstanding preferred securities of an aggregate nominal amount of €2 million of series A, B and D.

Tender Offer to buy back American Depositary Shares

On 31 May 2013, the Bank announced an offer to purchase for cash 22,500,000 out of the 25,000,000 outstanding American Depositary Shares at 12.50 Dollar per ADS upon the terms and subject to the conditions set forth in the Offer to Purchase. The Offer aimed to generate Core Tier I capital for the Bank and to further strengthen the quality of its capital base.

As of 28 June 2013, which was the expiration time of the Offer, 12,360,169 ADSs were validly tendered, representing approximately 49.4% of the ADSs outstanding at the expiration time. Based on the results of the Offer, the aggregate purchase cost for the tendered ADSs was USD 155 million.

On 3 July 2013, the purchase of the 12,360,169 ADSs was settled by the Bank.

Therefore, following the purchase of the ADSs, 12,639,831 ADSs remain outstanding. The Bank cancelled any ADSs purchased pursuant to the Offer, and cancelled the Preference Shares represented thereby, following the completion of the requisite corporate approvals for cancellation of the Preference Shares.

Partial disposal of investment in NBG Pangaea REIC

On 25 November 2013, the Bank, after obtaining the consent of the HFSF and approval by the European Commission’s Directorate General for Competition (“DG Comp”), agreed with Invel Real Estate (Netherlands) II BV the transfer of a 66% participation interest out of the 100% held in its subsidiary NBG Pangaea REIC at current valuations (NAV) for a total consideration of €653 million, out of which an amount of €74 million relates to contribution in kind (property of fair value €68 million and receivables of fair value €6 million).

On 30 December 2013, after taking the approval of all regulatory authorities (including the Hellenic Capital Markets Commission “HCMC” and the HFSF), the above transaction was completed. NBG retains a 34% stake in NBG Pangaea REIC, maintaining control through a shareholders’ agreement.

This resulted in an increase in non-controlling interests of €629 million and an increase in equity attributable to NBG Shareholders of €24 million.

Voluntary retirement scheme

On 19 December 2013, the Bank announced to its employees terms of the voluntary retirement scheme (“VRS”). The deadline for applications was on 30 December 2013. Approximately, 2,500 employees participated in the VRS and the total cost amounted to approximately €193 million.

Events after the reporting period

On 23 July 2013, NBG Pangaea REIC won a bid for the acquisition from Hellenic Republic Asset Development Fund S.A. (“HRADF”), of a commercial property of a total area of 888 sq. m., located at 19 Ermou street, Athens, Greece for a consideration of €6 million. The acquisition process was finalised on 3 February 2014.

On 18 October 2013, NBG Pangaea REIC was announced by HDRAF as the successful bidder for the acquisition of one of the two portfolios in the framework of the sale and leaseback transaction. The portfolio consists of 14 assets (11 properties are located in Attica, 2

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properties in Thessaloniki and 1 property in Evros). The properties will be leased by the Hellenic Republic for 20 years. The total area of the properties amounts to approximately 200 thousand sq.m., out of which approximately 134 thousand sq.m. are above ground area and approximately 66 thousand sq.m. are basement. The consideration for the acquisition of the portfolio amounts to €116 million. In order for the transaction to be concluded the approval of the Court of Audit was required and eventually granted with the decision communicated to NBG Pangaea REIC on 19 March 2014. The transaction is expected to be concluded in the next few months.

Risk management

The Group operates in a fast growing and changing environment and acknowledges its exposure to banking risks as well as the need for effective risk management.  Risk management and control forms an integral part of the Group’s commitment to providing continuous and high quality returns to its shareholders.

Since 1 January 2008, the Bank is following the Internal Ratings Approach for the calculation of capital charges arising from credit risk in its corporate and mortgage portfolios, which amounts to 69.9% of its risk weighted total loan portfolio on a standalone basis.  At the same time, the implementation of the “Basel II” program at Group level progresses steadily, targeting both the gradual compliance with the new capital adequacy regulatory requirements and the further enhancement of risk and capital management capacity.  Most of the ongoing “Basel II” projects concern the Bank’s financial sector subsidiaries and are being implemented without material deviation from the relevant time-schedule.

Credit risk

Credit risk is the risk of financial loss relating to the failure of a borrower to honour its contractual obligations. It arises in lending activities as well as in various other activities where we are exposed to the risk of counterparty default, such as our trading, capital markets and settlement activities. The risk of counterparty default is the largest single risk we face. Our credit risk processes are conducted separately by the Bank and each of our subsidiaries. The credit risk procedures established by the subsidiaries are coordinated by the Group Risk Control & Architecture Division.

The Group’s credit granting processes include:

·                  Credit-granting criteria based on the particular target market, the borrower or counterparty, as well as the purpose and structure of the credit and its source of repayment.

·                  Credit limits that aggregate in a comparable and meaningful manner different types of exposures, at various levels.

·                  Clearly established procedures for approving new credits as well as the amendment, renewal and re-financing of existing credits.

The Group maintains on-going credit administration, measurement and monitoring processes, including in particular:

·                  Documented credit risk policies.

·                  Internal risk rating systems.

·                  Information systems and analytical techniques that enable measurement of credit risk inherent in all relevant activities.

The Group’s internal controls that are implemented for the credit risk related processes include:

·                  Proper management of the credit-granting functions.

·                  Periodical and timely remedial actions on deteriorating credits.

·                  Independent, ongoing assessment of the credit risk management processes by Internal Audit, covering in particular the credit risk systems/models employed by the Group.

Active credit risk management is achieved through:

·                  The application of appropriate limits for exposures to a particular obligor, a group of associated obligors, obligors that belong in the same economic sector, etc.

·                  The use of credit risk mitigation techniques (such as collateral and guarantees).

·                  The estimation of risk adjusted pricing for most products and services.

Market risk

Market risk is the current or prospective risk to earnings and capital arising from adverse movements in interest rates, equity and commodity prices and exchange rates, and their levels of volatility. The Group engages in moderate trading activities in order to enhance profitability and service its clientele. These trading activities create market risk, which the Group seeks to identify, estimate, monitor and manage effectively through a framework of principles, measurement processes and a valid set of limits that apply to all of the Group’s transactions. The most significant types of market risk for the Group are interest rate, equity and foreign exchange risk.

Interest rate risk is the risk related to the potential loss on the Group’s portfolio due to adverse movements in interest rates.  A principal source of interest rate risk exposure arises from its trading and available-for-sale bond portfolios, as well as from the interest rate exchange traded and OTC derivative transactions.

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More specifically, the Bank retains a portfolio of Greek T-Bills, EFSF issuances and EU sovereign debt, as well as positions in Greek and international corporate bonds. Additionally, the Bank is active in the swap market and engages in vanilla and more sophisticated transactions for hedging and proprietary purposes and it maintains positions in bond and interest rate futures, mainly as a means of hedging and to a lesser extent for speculative purposes.

The other significant contributor to market risk in the Group is Finansbank, through its trading and available-for-sale portfolios. The market risk that Finansbank is mostly exposed is to interest rate risk that arises from the positions it retains in Turkish government bonds, denominated mainly in TL, USD and EUR. In addition, Finansbank enters into swap transactions either for hedging purposes, or for proprietary trading.  As a means of hedging, Finansbank enters into swap transactions in order to hedge the interest rate risk of its Eurobond portfolio.

Moreover, Finansbank draws liquidity in US dollars which are then converted into TL through Cross Currency Interest Rate Swaps, in order to offer loans to its clientele. These Cross Currency Interest Rate Swaps also act as a hedge of the interest rate risk of Finansbank’s instalment loan portfolio.

Equity risk is the risk related to the potential loss due to adverse movements in the prices of stocks and equity indices. The Group holds a portfolio of stocks, the majority of which are traded on the Athens Exchange (the “ATHEX”) and retains positions in stock and equity index derivatives traded on the ATHEX, as well as, on international exchanges. The cash portfolio comprises of trading (i.e. short-term) and available-for-sale (i.e. long-term) positions. The portfolio of equity derivatives is used for proprietary trading, as well as, for the hedging of equity risk arising from the Group’s cash position and equity-linked products offered to its clientele.  In the same context and to a lesser extent, the Group enters into OTC equity derivative transactions for trading and hedging purposes.

Foreign exchange risk is the risk related to the potential loss due to adverse movements in foreign exchange rates. The Open Currency Position (“OCP”) of the Bank primarily arises from foreign exchange spot and forward transactions. The OCP is distinguished between Trading and Structural. The Structural OCP contains all of the Bank’s assets and liabilities in foreign currency (for example loans, deposits, etc.), along with the foreign exchange transactions performed by the Treasury Division.

On a Group level, the foreign exchange risk comes from the OCP of each subsidiary, through the transactions in foreign currencies performed by the local treasury units.

The Group trades in all major currencies, holding mainly short-term positions for trading purposes and for servicing its institutional/corporate, domestic and international clientele. According to the Bank’s policy, the OCP should remain within the limits set by the Treasury Division and the Group Market & Operational Risk Management Division at the end of each trading day. The same policy applies to all of the Group’s subsidiaries.

The Group has established a framework of VaR limits in order to control and efficiently manage the market risk to which it is exposed. The limits refer to both individual types of risk (interest rate, foreign exchange and equity risk) and to the total market risk of the portfolio.

Additionally, the Group performs back testing on a daily basis in order to assess the predictive power of its VaR model. Supplementary to the VaR model, the Group conducts stress testing on a weekly basis on both the Trading and the Available for Sale portfolios, based on specific scenarios.

Operational risk

The Group, acknowledging the importance of operational risk, has since 2006 established and maintained a firm wide and effective, high quality framework for its management. The Group has implemented since 2009 Algorithmics OpVar system. This software also allows the Group to calculate operational risk capital charges, both on a standalone and on a consolidated basis, using an internal model for the quantification of its operational risk.

Interest rate risk in the banking book and liquidity risk

The Group systematically measures and manages the interest rate risk arising from its banking book items as well as liquidity risk, through:

·                  The analysis of re-pricing and liquidity gaps arising from its balance sheet structure.

·                  The measurement of economic value of equity and net interest income sensitivity under normal and exceptional changes in interest rates.

·                  The broadening and diversification of its liquidity sources.

·                  The maintenance of adequate stock of liquid assets.

·                  The establishment of relevant limits.

Financial instruments

In order to provide a hedge for the interest rate risk arising from positions in fixed rate Greek government bonds, the Group enters into future contracts on short, medium and long-term German government bonds.

Additionally, the Group is active in the swap market, by engaging into vanilla and more sophisticated deals for hedging and proprietary purposes.

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Related party transactions

Based on the existing regulatory framework, the Group must disclose any transaction between the Bank and all its related parties as defined in IAS 24, which took place during the fiscal year. Management’s total compensation, receivables and payables must be also disclosed separately. The following table presents the transactions between the Bank and its subsidiaries, while there are no significant transactions with its associates.

Subsidiaries

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For further details, see NOTE 45:  Related party transactions in the Group and Bank Annual Financial Report for the year ended 31 December 2013.

The Auditors

The Board of Directors’ Audit Committee reviews the independence of the external auditors, as well as their relationship with the Group, including monitoring mandates for non-audit services and the amount of audit and non-audit fees paid to the auditors.

Corporate social responsibility

NBG fully recognizes the value of Corporate Social Responsibility (“CSR”) as a prerequisite for the sustainable growth of the organization, and has been applying increasingly systematic management techniques in its approach to the concept of Social Responsibility, an issue that has long been high on the Bank’s agenda.

Standing by its commitments, NBG continued in 2013—within the framework of its strategy—its wide ranging community actions, attaining the targets set to promote economic development, support actions designed to foster environmentally friendly growth, enhance the quality of its workforce and the services offered to its customers, and contribute to the community in which it conducts its business.

Below are listed some of the key CSR actions carried out by the Bank:

·                  With initiatives to facilitate financing of enterprises, professionals and households, as well as measures to provide support to vulnerable social groups, the Bank has contributed to limiting the adverse impact of the financial crisis.  Specifically:

·                  In the area of Small & Medium Enterprises (“SMEs”) financing, the Bank continued to support healthy enterprises that have been put under strain by the domestic financial crisis, by providing essential liquidity, as well as enterprises facing difficulties in servicing their financial obligations, by offering favourable terms regarding their debts. In addition, NBG continued to support the liquidity of enterprises and subsequently their operation by enabling them to restructure debts that are in an early phase of distress, and by offering packages designed to facilitate the repayment of debts in arrears via rescheduling/restructuring. Rescheduling/restructuring of customer debts handled by the Small Business Loans Division (“SBLD”) as at 31 December 2013 totalled €826 million. These do not include restructured/rescheduled debts that have in the meantime been transferred to bad debt.

·                  The Bank provided liquidity to SMEs through participation in Co-funded Schemes that extended loans/credit at particularly low interest rates and with remarkable results so far through:

·                 JEREMIE initiative, enabling SMEs to meet working capital needs or to invest in fixed assets. Such loans are funded 50% by the National Strategic Reference Framework 2007—2013/ERDF and 50% by NBG’s own funds.

·                 ETEAN (Hellenic Fund for Entrepreneurship and Development) Schemes, and specifically:

·                  ACTION E “THEMATIC TOURISM, DESALINATION, WASTE MANAGEMENT, GREEN INFRASTRUCTURES, GREEN APPLICATIONS, RENEWABLE ENERGIES” aiming at financing renewable energy sources (“RES”).

·                  Action G “TEPIX- Business Restarting” aiming at covering working capital needs for business development and assisting businesses in carrying out their investment plans for micro, small and medium enterprises.

·                  Action H “TEPIX - Island Tourism Entrepreneurship” aiming at supporting micro and small enterprises which are active in the tourism sector in the Greek islands.

Total lending of these programmes (SBLD loans) for 2013 amounted to €47 million.

·                  Implementing an agreement with the European Investment Bank (“EIB”) the Bank was granted a loan with a view to financing SMEs and MidCap Businesses on favourable terms compared with other similar loans, up to the total amount of €12 million.

·                  With a view to assisting International Trade transactions by healthy domestic SMEs and MidCap Businesses whose trade counterparts face difficulties in accepting country risk, NBG implemented a new support programme through the provision of guarantees from EIB on behalf of NBG to selected foreign Correspondent Banks.

·                  With a view to creating value for the Bank and its employees through the enhancement of knowledge, competences and behaviours, 599 training sessions were carried out where attendance levels reached 11,946 (of which 5,109 participations entailed inhouse-company training sessions, 686 were run by external providers, and 6,151 were seminars of other types, e.g., e-learning, internet) equivalent to 124,569 training man-hours and a total investment of €3 million.

·                  In the context of the implementation of its Environmental Policy and Environmental Management Programme, the Bank also carried out the following actions:

·                  The development of processes/transactions with a view to reducing operating costs, rationalizing printing and saving natural resources (paper) was continued in 2013.

·                  Recycling programmes were implemented with the participation of employees. For example paper, 5,532 kg of small and large batteries, and approximately 51 tonnes of electronic and electrical equipment were recycled. In addition, 735 kg of low voltage lamps and lighting equipment were recycled through the expansion of recycling across the Bank’s branch network. In addition,

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1.9 tonnes of UPS equipment was withdrawn. All these recycling programmes were implemented in cooperation with licensed contractors.

·                  As an additional measure aiming at reducing travel and commuting by the Bank’s staff and customers, the Bank continues to expand and upgrade its alternative networks that have been integrated under an umbrella of electronic services (i-bank) that provide round-the-clock services via five state-of-the-art banking services networks: the ATM network, Internet Banking, the APS network, Phone Banking and Mobile Banking.

·                  Despite the extremely adverse economic climate NBG stood by its commitment to social support, continuing its tradition of contributing to the community. Accordingly, in 2013 NBG implemented a sponsorship programme amounting to €10 million. The Bank supported a wide range of corporate, social and cultural responsibility initiatives, both directly as a bank and via its funding of the activities of the NBG Cultural Foundation (MIET) and its Historical Archives. The core lines of action focused on the Community, Cultural Heritage and Environment. Specifically:

Community

·                  SOCIETY

·                 Strengthening of actions to upgrade health services.

·                 Development of social solidarity programmes.

·                 Supporting the work of bodies and organizations with distinguished track records in the alleviation of social problems.

·                 Supporting vulnerable social groups and individuals (the elderly, children, individuals with special needs).

·                  SCIENCE — RESEARCH — TRAINING

·                 Sponsorship for scholarship programmes for bachelor and master’s degrees in Greece and abroad.

·                 Contribution to the enhancement of the education provided and support for educational programmes.

·                 Sponsorship for research programmes, awards, and support for innovative ideas.

·                 Support for scientific work and promotion of research, predominately in the form of sponsoring scientific meetings (conferences, summer schools, seminars, workshops) covering the entire spectrum of sciences.

·                 Sponsorship for the publication of books and special editions.

·                  SPORTS

·                 Continuation of multiannual sponsorship to sports organizations.

Cultural Heritage

·                  CULTURE – HISTORY –ART

·                 Sponsoring the preservation and showcasing of the historical and cultural heritage.

·                 Sponsoring the preservation and restoration of monuments, and sponsoring of archaeological excavations.

·                 Sponsorship support for initiatives involving publications of cultural and historical interest.

·                 Supporting actions and events that involve music and the performing arts.

·                  MISCELLANEOUS

·                 Support for publications, conferences and other events dealing with investment and financial issues.

Environment

·                  Support for environmental training programmes.

·                  Participation in the rehabilitation of ecosystems in regions of Greece devastated by fire.

·                  Contribution to actions designed to support biodiversity.

·                  Support for the work of bodies that are involved in environmental preservation and sustainable development actions.

·                  The Bank, within the scope of its Environmental Policy, launched in 2013 the following green banking products, which contribute to environmental protection:

·                  Loan for participation in the “Energy-Saving at Home” program, in collaboration with the National Fund for Entrepreneurship and Development (ETEAN S.A. - former TEMPME), with 16,355 approvals for 2013, amounting €81 million in total.

·                  “Green Loan”: a loan granted under favourable terms for financing the purchase and installation of energy-saving products.

·                  “Photovoltaic Home” loan for the installation of Photovoltaic Systems in homes.

·                  “Estia Green Home”: a loan for the purchase, repair or construction of energy upgraded homes.

·                  DELOS “Green Energy” Mutual Fund.

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·                  The Bank participates in the JESSICA Program (Joint European Support for Sustainable Investment in City Areas) by managing the Urban Development Funds of Attica, Western Greece, the Ionian Islands and the Environment through an agreement with the European Investment Bank. The total assets under management for the Programme amount to €85 million.

·                  For yet another year the Bank contributed to the country’s efforts to improve its environmental footprint by financing RES projects worth €378 million.

Awards and Distinctions

In recognition of its ongoing endeavour to meet the needs of its customers and shareholders, and to provide full and transparent information on its CSR actions, NBG received a number of important awards and distinctions in 2013.

·                  Award for NBG’s 2012 Social Corporate Governance Report

For the sixth consecutive year, the University of the Aegean assessed the annual CSR reports published by Greek businesses active in all economic sectors. Under this assessment, NBG was awarded the second prize in the general ranking, and came first among all financial institutions.

·                  i-bank store awarded first prize in Marketing Excellence Awards

NBG’s pioneering i-bank store was awarded first prize in the “Distribution Network Administration & Trade Marketing” category of this year’s Marketing Excellence Awards.  The awards are run by the Hellenic Institute of Marketing of the Hellenic Management Association and aim at showcasing the best and most innovative activities in the sphere of marketing by companies in Greece. This year’s competition included 101 entrants from 61 companies in 6 areas of Marketing. It is worth mentioning that the Marketing Excellence Awards were first launched in 2007 and have been held every two years since then. Note that this is the third time in succession that NBG has been awarded first prize in the Marketing Excellence Awards.

·                  Triple award for NBG’s IT systems at the Business IT Excellence (BITE) Awards 2013

NBG Group’s IT unit took part in this year’s Business IT Excellence (BITE) Awards with particular success. These awards, launched by Netweek magazine with the academic support of ELTRUN, the E-Business Research Center of the Athens University of Economics and Business, are given to companies promoting IT and communication systems thereby contributing to the technological progress of the country. NBG Group’s IT unit won the following three awards:

·                  In the Governance, Risk & Compliance category, NBG won an award for adopting the new IT Governance Model, which facilitates the transformation of IT systems into a service-oriented unit. In the context of the transformation, the Group’s newly-launched Group IT Governance Sector developed a Management & Operation Framework based on international standards and best practices.

·                  In the System Integration category, the award was given in recognition of successful completion of the NBG Model Bank program designed for our overseas subsidiaries. This is a set of IT applications aiming at ensuring provision of bank services by overseas subsidiary banks by using a shared operational model that supports a network of more than 570 branches in 8 countries.

·                  In the Data Center & Green IT Infrastructures category, the award went to NBG’s Athens Data Center (ADC) in Gerakas, Attica, one of the largest data processing centers in SE Europe and a major communications hub.

·                  International award to National Bank of Greece for the “Best Developed Market Bank in Greece”

NBG was named “Best Developed Market Bank in Greece” by the international financial magazine Global Finance as part of its “World’s Best Developed Market Banks Awards 2013”, awarded for the 20th year. In awarding its “World’s Best Developed Market Banks Awards”, Global Finance identifies and rewards those banks that systematically manage, against a harsh economic backdrop, to meet customers’ needs, improve profitability and set the foundations for future success.  According to Global Finance, the best bank is chosen on the basis of specific objective criteria, both quantitative and quantitative, such as asset growth, profitability, reputation, management skills, geographical coverage, strategic relationships, as well as development of new innovative products. Top banks are proposed by bankers, senior financial officers and analysts throughout the world. This significant international award confirms once more NBG’s leading position in the Greek financial system and its commitment to its strategy focused on satisfying customer needs and contributing to the financial development of Greece.

·                  Best Bank in Greece for 2013 by Euromoney magazine

NBG was named “Best Bank in Greece” by the international finance magazine Euromoney, as part of its “Awards for Excellence 2013” awarded for the 23rd year. In awarding its “Awards for Excellence”, Euromoney collects and assesses qualitative and quantitative data on the performance of every bank. The award serves to recognize and single out those banks that have forged a leading and dynamic profile in the global and local markets where they conduct business and have outperformed their peers. According to Euromoney, against a particularly harsh economic backdrop NBG has taken initiatives to strengthen its capital position with the recent completion of its share capital increase, while it has also significantly reduced its operational costs and improved its liquidity and its loan-to-deposits ratio. This international award serves to vindicate yet again NBG’s strategic orientation with the further consolidation of its position in the Greek banking system, enabling it to continue to play its key role in the Greek economy — a role that NBG has consistently lived up to throughout its long history.

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·                  NBG wins award: “Greece Best Trade Finance Bank 2013”

NBG has been awarded the distinction “Greece Best Trade Finance Bank 2013” by Global Finance magazine. The selection of the best trade finance banks involved the input and evaluation of opinions of industry analysts and experts, while it is noteworthy that for the first time Greek and multinational companies participated by voting in the selection process. The criteria for choosing the winners focused on the scope and fullness of services provided, quality of customer service, and the degree of participation in developments on a global and regional level. This award reflects the emphasis that NBG places on trade finance and especially exports, which comprise an important pillar in the drive to reboot the Greek economy. At this extremely difficult time, NBG, in line with its longstanding institutional role, supports outward-looking Greek enterprises, helping them to penetrate their target markets and ensuring the normal flow of the supply and financial chain. The leading position of NBG, its pioneering role in the provision of specialized trade finance solutions and, more generally, transaction banking, its initiatives in collaboration with players that shape global trends, and its strong links with major international financial institutions all mean that it is ideally suited to serve the needs of Greek businesses within a constantly changing environment. The award also reflects the confidence shown in NBG by its business customers and how it effectively responds to evolving market needs. Moreover, the Bank’s international standing ensures Greek enterprises the best possible terms in their endeavours to penetrate the international marketplace.

·                  NBG earns two important distinctions at the Exports Ecosystem Awards 2013

NBG received two prizes at the award ceremony “Exports Ecosystem Awards 2013” at the annual Exports Money Conference of 2013. The Conference was organised by Ethos Media S.A. in cooperation with the Union of Diplomatic Employees of Economic and Commercial Affairs (UDE ECA) under the auspices of the Hellenic Ministry of Foreign Affairs, the Hellenic Ministry of Development & Competitiveness and the Hellenic Ministry of Rural Development and Food and its objective is to highlight and explore new export market development strategies and best practices.  NBG won the award “ARGO — Best Greek exports supporting company of the year” for the leading role it has played over the years in supporting the exports of Greek companies through its customer-focused business model.  When it comes to Greek companies penetrating emerging markets, the Bank’s contribution has been of vital importance, ensuring a smooth and effective flow of the supply and financial chain. Furthermore, NBG was awarded third prize “Financial Services supporting Exports 2013” for its innovative and individualized banking export services. NBG’s know-how in Trade Finance, active participation by its personnel in counterparty negotiations, specialised services for the Chinese and Russian markets, and engagement with leading players and organisations that shape economic developments ensure that NBG keeps in step with the ever changing needs of Greek businesses. NBG has gained the market’s trust, which is not only reflected in the increasing number of Greek exporting companies that choose NBG to support their export activities, but also in the fact that it enjoys the largest share of exports in the market.

Dividends

In accordance with article 1, par. 3 of Law 3723/2008 regarding the Hellenic Republic’s Bank Support Plan, banks participating in the plan are allowed to distribute dividends of up to 35% of distributable profits, in accordance with article 3, par. 1 of Law 148/1967. The Greek State representative in the Board of Directors of the participating banks has a veto right in any decision that relates to dividend distribution.

No dividend distribution to any class of shares was approved by the Repeat Annual General Meeting of the Bank’s Shareholders held on 12 July 2013, in compliance with the provisions of article 44a of Company Law 2190/1920.

Corporate Governance

Introduction

In accordance with article 43a, section 3(d) of Company Law 2190/1920, as amended, the Bank is obliged to include the Corporate Governance Statement, as a specific part of the annual Board of Directors’ Report. As per the said article, the Bank’s Corporate Governance Statement includes the following sections:

A.                NBG’s Corporate Governance Code (“CGC”);

B.                NBG’s Corporate Governance Practices over and above the requirements of the law;

C.                General Meeting of Shareholders and Shareholders’ rights;

D.                Board of Directors and other management, administrative and supervisory Bodies;

E.                 Internal Control System and Risk Management.

It is noted that additional information in relation to public offers for acquisitions, as mandated by Article 10 of the European Directive 2004/25/EC, is included in a separate section of the Board of Directors’ Report, namely, the Supplementary Report to the Annual General Meeting of Shareholders.

A.            NBG’S CORPORATE GOVERNANCE CODE

The Bank’s corporate governance framework is aligned with the requirements of Greek legislation, the rules of the HCMC, the Bank’s Articles of Association and regulations as well as with the stipulations of the Relationship Framework Agreement (“RFA”) between the Bank and the HFSF, and the obligations of the Bank towards the Monitoring Trustee. The Bank, being listed on the NY Stock Exchange (“NYSE”), is also subject to the US legal and regulatory framework (Sarbanes Oxley Act), the US Securities and Exchange Commission (“SEC”) rules and the NYSE regulations.

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In February 2006, the Bank’s Board of Directors (“the Board”) adopted a directional framework that describes the Bank’s corporate governance structure and policy. This framework was based on international best practices and fosters continuity, consistency and efficiency in the modus operandi of the Board and also the governance of the Bank and the Group. In March 2011, in compliance with the provisions of the corporate governance framework, the Board adopted the Corporate Governance Code of the Bank, which was thereinafter amended in November 2013, with a view to bringing it into line with the RFA between the Bank and the HFSF as well as with the Bank’s obligations towards the Monitoring Trustee.

The Bank is in compliance with the Corporate Governance Code and provides explanations for any exceptions identified in accordance with Law 3873/2010. Within the context of its Corporate Governance Code, the Bank is in the process of developing a high level Chart of Authorities and Responsibilities of the Management at Group level, which is expected to be adopted by the Board in 2014, along with the relevant software. The completion of the Chart has been delayed due to the extraordinary market conditions faced by the Greek banking system during 2012 and 2013.

The Board has a self-evaluation system for assessing the effectiveness of its work and that of its committees, based on a methodology developed and approved by the Corporate Governance & Nominations Committee. Every three years, an in-depth evaluation is carried out by an external consultant whose selection and oversight are the responsibility of the Corporate Governance & Nominations Committee.

The Corporate Governance Code can be viewed on the Bank’s website: www.nbg.gr (section: The Group / Corporate Governance / Regulations & Principles).

B.            NBG’S CORPORATE GOVERNANCE PRACTICES

In its endeavour to maintain corporate governance excellence and enhance its existing risk management framework, the Bank has adopted the following main corporate governance policies and practices, which are aligned with its activities and ensure the transparency and effectiveness of its operations.

·                  Directors’ Nomination Policy

The Directors’ Nomination Policy is based on the Corporate Governance Code and the Corporate Governance & Nominations Committee Charter.

·                  Conflict of Interest Policy for Senior Executives

The Conflict of Interest Policy for Senior Executives aims at enhancing the Bank’s Internal Controls System, as well as preventing and managing potential conflicts of interest between the Bank and its Senior Executives, which could potentially have an adverse impact on the reputation and interests of the Bank as well as its clients, shareholders and employees.

·                  Code of Ethics

The Code of Ethics has been formulated on the basis of the fundamental values that the Bank upholds in its business activities and the provisions of national, European and international legislation and regulations which, accordingly, concern management and employees throughout the Bank and its Group in order to protect the interests of their employees, clientele and shareholders, ensure the proper operation of the financial environment, and maintain and enhance the reliability, solvency and goodwill of the Bank and its Group.

The Code of Ethics is available on the Bank’s website www.nbg.gr (section: The Group / Corporate Governance / Regulations & Principles).

·                  Insurance Cover for members of the Board of Directors of the Group companies

In compliance with the provisions of the CGC, the Bank has entered into a multi-insurance contract in order to cover the civil liability of the Directors and Executives of all the Group entities, the civil liability for claims against the Bank and its subsidiaries arising from negligence, error or oversight by Executives and employees, and damages arising from fraud, including electronic fraud.

·                  Code of Ethics for Financial Professionals

The Code of Ethics for Financial Professionals, amended in 2012, aims at preventing situations where conflict of interest may arise where the interests of the Covered Persons are not aligned with those of the Bank and the Group, as well as in the cases of unauthorized disclosure of confidential information obtained or created in connection with the Covered Persons’ duties. Furthermore, it stipulates that the information contained in public announcements and in official reports and documents is complete, accurate, timely and comprehensive, and that all such information is presented in accordance with applicable rules and regulations.

The Code of Ethics for Financial Professionals is available on the Bank’s website www.nbg.gr (section: The Group / Corporate Governance / Regulations & Principles).

·                  Whistleblowing Policy

The Bank, in compliance with the U.S. legal and regulatory framework and SEC rules as well as the relevant provisions of Bank of Greece Governor’s Act 2577/09.03.2006, as amended, has established a Whistleblowing Policy that sets out procedures for the submission of confidential reports or comments by any party, whether anonymously or not. These reports mainly relate to behaviours employed by the Bank’s and the Group’s executives and employees that raise concerns about irregular or illegal actions related to accounting and auditing matters, which are inconsistent with international practices and regulations.

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The Audit Committee of the Bank is responsible for the adoption and ongoing monitoring of the implementation of these procedures, which safeguard the confidentiality and anonymity of the received reports or comments.

The Bank’s website, at www.nbg.gr (section: The Group / Corporate Governance / Contact Information / Contact Audit Committee), provides the contact information for the submission of confidential reports.

·                  Bank and Group Anti-Bribery Policy

The Bank and Group Anti-Bribery Policy aims at further enhancing the current corporate governance procedures of the Bank and Group, and in particular, the current framework that sets out the various rules adopted in order to address bribery issues, as stipulated in the relevant provisions of the Code of Ethics and the Bank’s Labour Regulation.

The Bank’s website www.nbg.gr (section: NBG Group Compliance) provides additional information on the Anti-Bribery Policy.

·                  Bank and Group Remuneration Policy

The Bank’s and Group’s Remuneration Policy was adopted in 2010, in accordance with Management Act No 7/09.06.2010 of the Department for the Supervision of Credit and Financial Institutions of the Bank of Greece. Subsequently it was amended in 2012 to become fully aligned with the provisions of Bank of Greece Governor’s Act 2650/19.01.2012, which superseded the aforesaid Management Act No 7/09.06.2010. Additionally, the new Policy is consistent with Greek Laws 3723/2008 and 3864/2010, the RFA between the Bank and the HFSF and the Bank’s obligations towards the Monitoring Trustee. In any case, remuneration of the the Chairman, the CEO as well as other members of the Board of Directors, the General Managers and their deputies should not exceed the Bank of Greece Governor’s remuneration. Any other type of additional remuneration (bonus) of the aforementioned persons is abolished for the period during which the institution participates in the Recapitalization Plan of Greek Law 3864/2010, and as far as dividend is concerned, the provisions of the Article 1, (par. 3) of the Greek Law 3723/2008 apply proportionally. Information on the Bank and Group Remuneration Policy and general remuneration practices is available on the Bank’s website at www.nbg.gr (section: The Group / Investor Relations / Annual Reports and Offering Circulars).

·                  Corporate Social Responsibility Policy

The Bank has adopted a Corporate Social Responsibility Policy that reflects the keystones of the CSR framework, determines the CSR Action framework for the Bank and the Group and provides guidelines to NBG and its subsidiaries for the delegation of authorities and responsibilities for the planning, implementation and control of these Actions.

The CSR policy is posted on the Bank’s website, at www.nbg.gr (section: The Group / Corporate Social Responsibility / CSR framework).

C.            GENERAL MEETING OF SHAREHOLDERS AND SHAREHOLDERS’ RIGHTS

The Bank’s Articles of Association (articles 7-17 and 31-36) describe the modus operandi of the General Meeting of Shareholders (“GM”), its key responsibilities and authorities as well as the Shareholders’ rights. The Bank’s Articles of Association are available on the Bank’s website www.nbg.gr (section: The Group / Corporate Governance / Regulations & Principles).

·                  General Meeting of Shareholders functioning and responsibilities

The GM is the Bank’s supreme, collective body. Its lawful resolutions are binding to all Shareholders, even to those absent or dissenting. All of the Bank’s Shareholders are entitled to participate in the GM. Shareholders may be represented at the GM by other, duly authorised persons. Each share entitles the holder to one vote.

The GM is the sole corporate body vested with authority to decide on:

·                  amendments to the Bank’s Articles of Association. Such amendments shall be deemed to include share capital increases or decreases, except the share capital increase for which the Board decides as per the relevant legislation and the Articles of Association;

·                  election of the members of the Board and the auditors;

·                  approval of the Group and the Bank’s annual financial report;

·                  appropriation of the annual profits;

·                  merger, split-off, transformation, revival, extension of duration or dissolution of the Bank;

·                  appointment of liquidators; and

·                  any other matter provided for by law.

The provisions of the previous paragraph do not apply to:

a)             capital increases by Board resolution pursuant to paragraphs 1 and 14 of Article 13 of the Company Law 2190/1920 as well as capital increases imposed by provisions of other laws;

b)             amendments to the Articles of Association introduced by the Board under para. 5 of Article 11, pars 2 and 13 of Article 13 and para. 4 of Article 17b of the Company Law 2190/1920;

c)              the election of Directors in replacement of Directors resigned, deceased or having forfeited their office for whatever reason, in

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line with the provisions of the Articles of Association pursuant to para. 7 of Article 18 of the Company Law 2190/1920;

d)             the absorption of a company fully owned by another company as per Article 78 of the Company Law 2190/1920; and

e)              the option for distribution of profits or non-mandatory reserves within the current financial year by resolution of the Board, subject to prior GM authorisation.

The GM decides on all Board proposals included in the agenda. It is convened by the Board regularly at least once a year, always within six months of the end of each financial year. Ordinarily, it is held at the Bank’s registered office or in the region of another municipality within the prefecture where the Bank’s registered office is located. The GM may also be convened extraordinarily whenever deemed necessary, at the discretion of the Board. Moreover, at the auditors’ request, the Board is obliged to convene a GM within ten (10) days as of the date such request was submitted to the Chairman of the Board, determining the agenda thereof as per the auditors’ request. Furthermore, the representative of the HFSF to the Board has the right to convene the GM in accordance to the timeframe stipulated in para. 2 of article 7 of the Law 3864/2010.

The Annual General Meeting (“AGM”) reviews and approves the annual financial report. The AGM elects at least one auditor and one substitute auditor, as specifically provided for under par. 1 of Article 33 of the Articles of Association. Following approval of the annual financial report, the AGM, by special voting, by roll call, as per the Articles of Association, decides on the discharge from personal liability of the Board and the independent auditors. With the exception of repeated GMs and GMs deemed similar thereto, the GM shall be called at least 20 days before the date set for it. The said 20-day period shall be inclusive of non-business days, but exclusive of the date the invitation is published and the date the GM is held.

The invitation to the GM at a minimum must include the place, i.e. the premises along with the exact address where the GM is to be held, the date and time thereof. The items on the agenda should be clearly specified and the Shareholders entitled to participate therein, along with precise instructions as to the method of participation and exercise of the rights thereof in person or by proxy, is displayed in a conspicuous place at the Bank’s Head Office and published as per the legal stipulations.

Any person appearing as a Shareholder (i.e. holder of ordinary registered shares of the Bank) in the registry of the Dematerialized Securities System managed by Hellenic Exchanges S.A. (“HELEX”), in which the shares of the Bank are being held, is entitled to participate in the GM. Under article 1 of Law 3723/2008, the Bank’s preference shares entitle the representative of their holder (the Hellenic Republic) to attend the Meeting and to exercise its veto right regarding specific matters as per the provisions of art. 1 of Law 3723/2008. The HFSF exercises its voting right in the GM as stipulated in article 7α of Law 3864/2010 and the RFA between the Bank and the HFSF.

Proof of Shareholder status should be provided, by presenting to the Bank relevant written certification from HELEX at the latest by the third (3rd) day prior to the GM. The said deadline shall also apply to Shareholders’ representatives’ or proxies’ legalization documents being deposited at the Bank. Specifically, the shareholder capacity must be in effect during the registration date, as this is defined in the Notice of the General Meeting. Shareholders that have not adhered to the above provisions, may participate in and vote at the GM subject to permission thereof. Shareholders that are legal entities may participate in the GM by up to three (3) representatives each.

The annual financial statements, the Board and the auditors’ reports are available to Shareholders ten (10) days prior to the AGM, upon request.

Forty-eight (48) hours before each GM, a list of the names of the Shareholders entitled to vote thereat, along with each Shareholder’s number of shares and votes, the names of their proxies, where applicable, and the said Shareholders’ and proxies’ addresses is displayed in a conspicuous place at the Bank’s Head Office. The Board includes in the said list all the Shareholders that have adhered to the above provisions. Should a Shareholder or proxy thereof object to the list, such objection may be raised only at the commencement of the GM and prior to the deliberation on the agenda.

The Chairman of the Board provisionally chairs the GM. Should s/he be unable to attend the GM, s/he will be replaced by her/his substitute as per par. 2 of Article 21 of the Articles of Association. Should such substitute be also unable to attend, the GM will be provisionally chaired by the Shareholder that owns the largest number of shares, or by the proxy thereof. Two of the Shareholders or proxies present, designated by the Chairman, act as provisional secretaries. Following the ratification of the list of Shareholders, the GM promptly elects the Chairman and two (2) secretaries, the latter also acting as vote counters.

The GM forms a quorum and validly deliberates on the items on the agenda when Shareholders owning at least 1/5 of the paid-up capital are present or represented thereat. Should there be no such quorum, the GM must reconvene within twenty (20) days as of the date of the meeting that was cancelled, by at least ten (10) full days’ prior invitation to this effect; at such repeat meeting, the GM forms a quorum and validly deliberates on the original agenda irrespective of the portion of the paid-up share capital represented. In the event that no quorum is formed, if the place and time of the repeat meetings prescribed by law are specified in the original invitation, no further invitation is required.

Exceptionally, with respect to resolutions concerning:

a)             a change in corporate nationality;

b)             a change in corporate activities;

c)              an increase in Shareholder liability;

d)             a share capital increase, not provided for by the Articles of Association, as per para. 1 and 2 of Article 13 of the Company Law 2190/1920, as amended, or unless imposed by law or implemented through capitalization of reserves;

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e)              a decrease in share capital, unless carried out in accordance with par. 6 of Article 16 of the Company Law 2190/1920;

f)               a change in the profit appropriation method;

g)              a corporate merger, split-off, transformation, revival, extension of duration or dissolution;

h)             delegation or renewal of powers to the Board to decide for the share capital increase as per para. 1 of Article 13 of the Company Law 2190/1920, as amended; and

i)                 in any other case provided for by law;

the GM forms quorum and validly deliberates on the agenda when Shareholders representing 2/3 of the paid-up share capital are present or represented thereat. Should no quorum be formed at the first meeting, as described in the preceding paragraph, a first repeat meeting must convene within twenty (20) days as of the first meeting, with at least ten (10) full days’ prior invitation, and forms quorum and validly deliberates on the original agenda when at least 1/2 of the paid-up share capital is represented thereat. If, again, no quorum is formed, a second repeat meeting must convene within twenty (20) days, with at least ten (10) full days’ prior invitation, and forms quorum and validly deliberates on the original agenda when at least 1/5 of the paid-up share capital is represented thereat. In the event that no quorum is formed, if the place and time of the repeat meetings prescribed by law are specified in the original invitation, no further invitation is required.

Resolutions are adopted by absolute majority of the votes represented at the GM. Exceptionally, resolutions on items that require increased quorum are adopted by a majority of 2/3 of the votes represented at the GM.

·                  Minority Rights

The shareholders’ rights of minority are in accordance with the applicable provisions of the Company Law 2190/1920 as amended and also with the relevant Articles of Association.

At the request of Shareholders representing 1/20 of the paid-up share capital, the Board is obliged to convene an extraordinary GM setting the date thereof not later than forty-five (45) days as of the date on which the request was submitted to the Chairman of the Board. The request indicates the items on the agenda.

At the request of Shareholders representing 1/20 of the paid up share capital, the Chairman of the GM can postpone, only once, decision-making by the GM, whether it is annual or extraordinary, for a new GM to be held on the date indicated in the Shareholders’ request, but not later than thirty (30) days as of the said postponement.

The GM held following such postponement, being a continuation of the previous GM, is not subject to publication requirements as regards the invitation to Shareholders, and new Shareholders may also participate thereat subject to the provisions of Articles 12 and 13 par. 1 of the Articles of Association.

At the request of Shareholders representing 1/20 of the paid-up share capital, decision-taking on the GM agenda is by roll-call.

At the request of any Shareholder filed to the Bank at least five (5) full days before the date of the GM, the Board provides the GM with any such specific information on the Bank’s business as may be requested, insofar as it serves for real assessment of items on the agenda. Moreover, at the request of Shareholders representing 1/20 of the paid up share capital, the Board informs the GM, provided it is an annual one, of the amounts paid by the Bank to each Director or the Managers of the Bank over the last two years, and of any benefits received by such persons from the Bank for whatever reason or under any agreement with the Bank. In all of these cases the Board is entitled to decline the provision of the information requested, for good reasons, which are recorded in the minutes. Depending on the circumstances, one such good reason may be the requesting Shareholders’ representation on the Board as per para. 3 or 6 of Article 18 of the Company Law 2190/1920.

At the request of Shareholders representing 1/5 of the paid-up share capital, filed with the Bank at least five (5) full days before the GM, the Board shall provide the GM with information on the current status of corporate affairs and assets. The Board may decline to supply the information requested for good reasons, which are recorded in the minutes.

Any dispute as to the validity of the reason for declining to provide the Shareholders with the information requested shall be settled by a judgment rendered by the competent court of the place of the Bank’s registered office. By virtue of the said judgment, the Bank may be required to provide the information it had declined.

The Shareholders representing at least 1/20 of the paid-up share capital are entitled to file with the competent court a petition for an audit of the Bank in accordance with the procedure provided for by law. The said audit is ordered if the acts alleged by the petitioners are deemed likely to contravene provisions of the law, or of Articles of Association, or of GM resolutions. Under all circumstances, audit requests as above must be filed within three (3) years of approval of the annual financial statements for the year in which such acts allegedly occurred.

Shareholders representing 1/5 of the paid up share capital may file with the competent court a petition for an audit if the overall corporate performance suggests that the management of corporate affairs has not been based on sound or prudent practices.

·                  Other Shareholder Rights

Additional information on the Shareholder rights and their exercise is included in the Supplementary Report for the annual GM, as required by article 4 of Law 3556/2007, which is part of the Bank’s Annual Board of Directors’ Report.

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D.            BOARD OF DIRECTORS AND OTHER MANAGEMENT, ADMINISTRATIVE AND SUPERVISORY BODIES

·                  Board of Directors of the Bank

The Bank is managed by the Board, which is responsible for ensuring strategic direction, management supervision and adequate control of the Bank, with the ultimate goal of increasing the long-term value of the Bank and protecting the corporate interest at large, in compliance with the current legislation and regulatory framework, including the provisions of the RFA between the Bank and the HFSF and the obligations of the Bank towards the Monitoring Trustee.

The Board’s tasks, key responsibilities and authorities are stated in detail in the Bank’s Articles of Association and Corporate Governance Code which are available on the Bank’s website, at www.nbg.gr (section: The Group / Corporate Governance / Regulations and Principles).

·                  Board of Directors’ Operation

One representative of the Greek Government, as per Law 3723/2008, and one representative of the HFSF, as per Law 3864/2010, are members of the Board.  Additional information is provided below in the section “Board of Directors Structure”.

The Board elects by absolute majority, from its members, the Chairman and the Chief Executive Officer (“CEO”), who manages the Bank. Moreover, the Board may elect Vice-Chairman/-s and Deputy CEO/-s. The Chairman and the CEO may be the same person, and the same applies for the Vice Chairman and the Deputy CEOs. However, the Bank, remaining abreast of international developments in corporate governance issues while continuously updating its corporate governance framework, distinguishes the role of the Chairman from the CEO.

·                  Responsibilities of the Board of Directors

The Board is, indicatively, responsible for:

·                  reviewing and approving the strategic direction of the Bank and the Group, including the long-term business plan, the annual budget and the key strategic decisions as well as providing guidance to the Bank’s and the Group’s Management;

·                  reviewing the Group’s corporate structure, monitoring its embedded risks and ensuring the cohesiveness and effectiveness of the Group’s corporate governance system;

·                  acquiring shareholdings in other banks in Greece or abroad, or divestment thereof;

·                  establishing Branches, Agencies, and Representation Offices in Greece and abroad;

·                  establishing associations and foundations under Article 108 and participating in companies falling under Article 784 of the Greek Civil Code;

·                  approving the Bank’s internal labour regulations;

·                  nominating General Managers, Deputy General Managers and Managers following recommendation by the CEO;

·                  reviewing and approving the Group and the Bank’s annual and interim financial report;

·                  issuing Bond Loans, with the exception of those for which the Bank’s GM is exclusively responsible in accordance with Greek law;

·                  approving and reviewing a Code of Ethics for the employees of the Bank and the Group;

·                  approving the Bank’s and the Group’s CSR Policy; and

·                  approving and reviewing the NBG Group Remuneration Policy upon decision of its non-executive members, following recommendation by the Human Resources & Remuneration Committee of the Board.

The Bank’s Board is supported by competent Committees, which have been established and operate for this purpose, the operation of which is in accordance with legislation and the regulatory framework, including the provisions of the RFA between the Bank and the HFSF and the obligations of the Bank towards the Monitoring Trustee.

Moreover, pursuant to article 1 of Law 3723/2008, article 10 of Law 3864/2010, and the RFA with the HFSF, the representatives of the Greek Government and the HFSF can, inter alia, veto the decision making process of the Board in relation to dividend appropriation and remuneration of the Chairman of the Board and Board members, the CEO, the Deputy CEO as well as the General Managers and their substitutes.

·                  Directors Nomination

The nomination procedure and the qualification criteria for Directors are subject to specific rules that are set out in the Bank’s Articles of Association, the Corporate Governance Code and the Directors’ Nomination Policy. Each nominee shall fulfil such criteria that ensure the appropriate governance and guidance of the Bank’s strategy in respect of economic, business and policy issues.

In selecting and proposing to the GM potential members of the Board, or in appointing new members in replacement of members who resign, the Board shall endeavour to propose candidates who meet the fit and proper requirements, as set out in the Directors’

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Nomination Policy, who do not have any systematic conflict of interest with the Bank and whose nomination ensures that the Board as a collective body presents the following profile:

·                  has in-depth knowledge of the financial industry, counting amongst its members individuals that are or have been active in leadership positions in financial institutions;

·                  possesses significant business and professional experience and is socially distinguished, including, among its members, individuals that are serving or have served as Chairmen, CEOs or senior managers of large organizations and have built a reputation that demonstrates the ability to form judgments over important and sensitive matters upon which the Board is called to decide;

·                  has a full understanding of the Bank’s client base structure and dynamics, and of the main geographic markets in which the Bank is currently active;

·                  has considerable international experience and is able to contribute to NBG’s aspirations in the geographical region in which the Bank is active;

·                  has the financial expertise required to provide effective oversight of a diversified financial services Group that operates on an international scale;

·                  ensures, as far as possible, an adequate representation of the two genders.

·                 Directors Remuneration

The Board formulates a proposal on the remuneration of its members for the services they provide, which is submitted to the GM. This proposal is formulated in line with the Bank’s Remuneration Policy, the regulation of the HR & Remuneration Committee of the Board, as well as industry best practices, in a way that adequately reflects the time and effort the members are expected to contribute to the work of the Board, while at the same time promoting effectiveness of the Board’s operations. The remuneration of the Board’s Chairman, the CEO and the Deputy CEO are determined by non-executive members of the Board.

The Bank, as mentioned above, has adopted a Remuneration Policy for determining their pay in the wider context of determining the remuneration of senior managers with the aim to promote meritocracy and the shaping of a performance oriented culture. It should be noted that during the 2013 no variable remuneration was granted to the Chairman and the executive members of the Board, while the remuneration of non-executive directors does not include bonuses in accordance with the Remuneration Policy of the Bank.

Furthermore, Board remuneration is subject to the undertakings of the Bank vis-a-vis the Monitoring Trustee.

·                  Continuous education and training of Directors

New directors participate in an induction program/session provided by the Bank in which they are being informed on risk management, financial management of the Bank’s business plan, its key financial and accounting issues its compliance and corporate governance functions, its Code of Conduct, its management structure and executive officers, and its internal and external auditors. New directors are also being provided with training documentation, which also includes their rights and responsibilities within the Bank. The induction program may also include visits to key branches of the Bank and its Group companies. The Bank develops professional training programs for all members of the Board so as to enhance the Board’s supervisory capabilities; such programs/sessions fall within the framework of their ongoing training and updating in all the aforesaid matters related to the Bank’s normal operations.

·                  Board Membership - Structure

Pursuant to the Bank’s participation in the Hellenic Republic Bank Support Plan as per Law 3723/2008, the Greek Government has the right to participate in the Board through the appointment of a representative, who has veto powers on corporate decisions relating to executives and senior management compensation and dividend policy. The Greek Government representative may also influence the Group’s strategic decisions. Mr. Alexandros Makridis was appointed as the Hellenic Republic’s representative on the Bank’s Board in accordance with the said law.

Furthermore, pursuant to Greek Law 3864/2010 and the Presubscription Agreement dated 28 May 2012, as amended and restated on 21 December 2012, the HFSF appointed Mr. Charalampos Makkas as its representative on the Bank’s Board. The HFSF representative, according also to the stipulations of the RFA between the Bank and the HFSF, is entitled to participate in the Board Committees and the committee set up with the sole responsibility for monitoring the implementation of the restructuring plan which will be approved by the HFSF and European Commission.

In the context of overseeing the implementation of the restructuring plan of the banking sector, and specifically, the implementation of any other commitments undertaken by the Greek Government relating to the Bank’s operations, Grant Thornton has been appointed as “Monitoring Trustee” with a view to ensuring compliance of the Bank with the aforesaid commitments. More specifically, the Monitoring Trustee is responsible for monitoring the implementation of the commitments concerning an effective internal control system, the implementation of the appropriate credit, deposit and risk management policies, scaling down Government assistance, control over payment of dividends, interest payments and the acquisition of own financial instruments.  The Monitoring Trustee does also have access to all the relevant files and records and is entitled to interview credit analysts and risk officers.

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The current Board, whose term expires in 2016, was elected (with the exception of the representatives of the Hellenic Republic and the Hellenic Financial Stability Fund) by the 2nd Repeat Extraordinary General Meeting of Shareholders held on 23 November 2012 and was constituted as a body in its 23 November 2012 meeting.

During 2013, the following changes were made to the Board’s membership:

·                  Mr. Georgios Zanias was elected Chairman of the Board Risk Committee on 28 February 2013, replacing Mr. Stefanos Vavalidis.

·                  H.E. the Metropolitan of Ioannina Theoklitos resigned as member of the Board and its Committees at the meeting held on 9 April 2013.

·                  Mrs Maria (Marily) Frangista resigned as member of the Audit Committee on 25 April 2013.

·                  Mr. Panagiotis-Aristeides Thomopoulos was elected member of the Board of Directors. He was also appointed Chairman of the Board Risk Committee on 19 December 2013 replacing Mr. Georgios Zanias.

·                  Mr. Spyridon Theodoropoulos was elected member of the Corporate Governance & Nominations Committee on 19 December 2013.

Furthermore, on 20 February 2014, Mr. Ioannis Giannidis resigned as member of the Board and its Corporate Governance and Nomination Committee and Mr. Dimitrios Afendoulis was elected member of the Board of Directors.

The following table sets forth the current Board of Directors:

Board of Directors of the Bank

*At the Board of Directors’ meeting held on 28 January 2014, Mr. Panagiotis Dasmanoglou was elected as the Secretary of the Board replacing Mr. Michael A. Frousios.

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During 2013, the Bank’s Board convened thirty-four times in total.

During 2013, the BoD Committees convened in total forty three times.

14.3% (2 out of 14) of the Board Members are women.

Directors’ short CVs have been posted on the Bank’s website, at www.nbg.gr (section: The Group / Corporate Governance / Board of Directors).

·                  Board Committees

Five Committees have been set up and operate at Board level. Respective charters have been posted on the Bank’s website, at www.nbg.gr (section: The Group / Corporate Governance / Board of Directors / Committees). The Committee’s members are remunerated annually for their participation in each.

Board Risk Committee

The Board Risk Committee was established by Board decision (meeting no. 1308/20.7.06) in accordance with the requirements of Bank of Greece Governor’s Act No. 2577/9.3.2006.

In 2013, the Board Risk Committee convened seven times. The Committee amended its Charter in order to comply with the provisions of the RFA between the Bank and the HFSF. The updated Charter was approved by the Board on 27 November 2013. In 2013, the Committee was informed in detail on a regular basis, and consulted, concerning the risk appetite of the Bank, reviewed the Risk Management Annual Report 2012 and gave relevant information to the Board of Directors. Furthermore, the Committee recommended to the Board of Directors the appointment of the new Chief Risk Officer. Finally, it received and assessed significant methodologies which fall within its scope of work, such as the IT Disaster Recovery Plan, and advised on important decisions that affect the Bank’s business plan under its risk appetite.

Since 19 December 2013 the Committee has been composed exclusively of non-executive Board members, at least three in number, of which the majority (including the Chairman) are independent members of the Board, in accordance with the definition of independence specified in the Bank’s Corporate Governance Code. The members and the Chairman of the Committee are elected by the Board of the Bank, following recommendation by the Board’s Corporate Governance & Nominations Committee.

Detailed information on the responsibilities, composition and modus operandi of the Committee are included in the charter of the Committee available on the Bank’s website at www.nbg.gr (section: The Group / Corporate Governance / Board of Directors / Committees).

Human Resources & Remuneration Committee

The Human Resources & Remuneration Committee (“HRRC”) was established by Board decision (meeting no. 1259/ 5.5.2005).

In 2013, the HRRC convened seven times. The Committee amended its Charter in order to comply with the provisions of the RFA between the Bank and the HFSF. The updated Charter was approved by the Board on 24 October 2013. In 2013, the Committee worked on the implementation of Bank of Greece Governor’s Act No. 2650/2012 and 2651/2012 taking the necessary remedial measures, and carried out a review of the Benefits Policy. Furthermore, it reviewed the management appraisal system of Group staff performance and the implementation of payroll software, as well as the redefinition of wage costs of the Bank. In addition, the Committee approved the Board of Directors and Committees members’ remunerations for the fiscal year 2012 and set the remunerations of the Chairman, the CEO, Deputy CEO and of the non-executive members of the Board until the General Meeting of 2014. Last, the Committee dealt with the contracts, upgrade and appointments of General Managers and Deputy General Managers of the Bank, and the Voluntary Retirement Scheme for the employees of NBG.

Detailed information on the responsibilities, composition and modus operandi of the Committee are included in the charter of the Committee posted on the Bank’s website, at www.nbg.gr (section: The Group / Corporate Governance / Board of Directors / Committees).

Corporate Governance & Nominations Committee

The Corporate Governance & Nominations Committee (“CGNC”) was established by Board decision (meeting no. 1259/ 5.5.2005).

In 2013, the CGNC convened four times. During the course of the year, the Committee worked on the implementation and alignment of the Bank with international corporate governance best practices, reappointing its members, evaluating the methodology for measuring Board performance and effectiveness and amending its Charter in compliance with the RFA between the Bank and the HFSF. In addition, the Committee was updated regarding the new regulatory framework introduced by the new EU Directive 2013/36 (CRD IV). The updated Charter was approved by the Board on 27 November 2013.

Detailed information on the responsibilities, composition and modus operandi of the Committee are included in the Committee’s charter posted on the Bank’s website, at www.nbg.gr (section: The Group / Corporate Governance / Board of Directors / Committees).

Strategy Committee

The Strategy Committee was established by Board decision (meeting no. 1387/ 29.9.2009).

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In 2013, the Strategy Committee met eight times and examined strategic restructuring of the Bank and the Group, including the acquisition of FBB and Probank, the proposal to merge with Eurobank-Ergasias S.A., and its recall, participation in the TT’s disposal process, and strategic decision making regarding NBG Group companies.

Detailed information on the responsibilities, composition and modus operandi of the Committee are included in the Committee’s charter has been posted on the Bank’s website, at www.nbg.gr (section: The Group / Corporate Governance / Board of Directors / Committees).

Audit Committee

The Audit Committee was established in 1999 and operates in accordance with the provisions of the Bank of Greece Governor’s Act No. 2577/2006, Law 3693/2008 (article 37) and the Sarbanes-Oxley Act (“SOX”).

The members of the Committee are elected by the GM upon recommendation of the Corporate Governance & Nominations Committee to the Board Chairman. The Chairman and the Vice Chairman of the Committee are appointed by the Board. The Committee is composed of five non-executive and independent Directors, at least one of whom is a financial expert with adequate knowledge and experience in auditing issues. The Committee’s members are appointed for a one-year term of office, which can be renewed indefinitely. The Committee employs a specialised consultant who reports directly to the Chairman of the Committee.

The current Audit Committee members were elected, as per the requirements of Law 3693/2008, by the Repeat General Meeting of Shareholders on 12 July 2013, following the consent of the Corporate Governance & Nominations Committee and the Board. The Committee’s term of office was set for one year.

In 2013, the Audit Committee convened seventeen times. The Committee amended its Charter in order to comply with the provisions of the RFA between the Bank and the HFSF. The updated Charter was approved by the Board on 24 October 2013. During the course of the year the Committee reviewed the quarterly and annual financial statements of the Bank and its Group, monitored on a quarterly basis and evaluated on an annual basis the operations of the NBG Group Internal Audit Division and NBG Group Compliance Division, and assessed the adequacy of the internal audit systems in line with Bank of Greece Governor’s Act No. 2577/2006, carried out the external auditor selection process for the Bank and its Group, ensuring the independence, objectivity and effectiveness of its operation, and submitted to the Board the respective proposals for the appointment of the external auditor to be elected by the General Meeting. In addition, the Committee was updated on a regular basis regarding the scope of evaluation and progress of work in the framework of the Bank’s compliance with the legal requirements of SOX (articles 404 and 302), progress in the organization and IT projects of the Group, the Conflict of Interest Policy for Senior Executives of the Bank, governance of compliance risk, and the Whistle Blowing Policy of the Bank and its Group. Finally, the Committee prepared on a quarterly and annual basis performance reports, in line with the approved monthly rolling agenda of the Committee for 2013.

Detailed information on the responsibilities, composition and modus operandi of the Committee are included in the Committee’s charter on the Bank’s website, at www.nbg.gr (section: The Group / Corporate Governance / Board of Directors / Committees).

The table below sets out the attendance of each member of the Board and the Board Committees’ meetings in 2013 as well as the respective compensation.

Attendance of members of the Board (times) in 2013 and respective compensation

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(1) Mr. Georgios Zanias is Chairman of the Corporate Governance & Nominations Committee and the Strategy Committee.

(2) On 20 February 2014, Mr. Ioannis Giannidis resigned as member of the Board and its Corporate Governance and Nomination Committee.

(3) Until 28 February 2013 the Chairman of the Board Risk Committee was Mr. Stefanos Vavalidis. For the period 28.2.2013 — 19.12.2013 Mr. Georgios Zanias was Chairman of the Committee. On 19 December 2013 Mr. Panagiotis-Aristeides Thomopoulos was elected Chairman of the Board Risk Committee.

(4) Ms. Alexandra Papalexopoulou-Benopoulou is Chairperson of the Human Resources & Remuneration Committee and Audit Committee Vice Chairperson.

(5) Mr. Petros Sabatacakis is Chairman of the Audit Committee.

* Members of the Board Risk Committee until 19 December 2013.

Mr. Miltiadis Stathopoulos, the Bank’s General Counsel and General Manager of Corporate Governance, participates in all Board Committees without voting rights.

As a result of the relationship with the Bank, in 2013 the Chairman, the Executive members and the Non-executive members of the Board, received compensation as set out in the table below.

In 2013, the above individuals did not receive any additional compensation (bonus).

·                  Management, administrative and supervisory bodies of the Bank

The key supervisory, management and administrative bodies of the Bank in which executive members of the Board participate, include the Senior Executive Committee, the Asset and Liability Committee (“ALCO”), the Executive Credit Committee, the Disclosure & Transparency Committee, the Provisions and Write-Off Committee, the Risk Management Council, the Crisis Management Committee and the Compliance & Reputational Risk Committee.

Senior Executive Committee

The Senior Executive Committee was established in 2004 and it is the supreme executive body that supports the Chief Executive Officer of the Bank in his duties. The Senior Executive Committee has strategic and executive powers in regard to the more efficient operation of the Group and the monitoring of the execution of the Bank’s business plan, as well as approval authority that cannot be delegated to other members of the Bank’s management or to other collective bodies of the Bank.

The Committee is currently comprised of the following members:

*Since 16 July 2013.

**Since 19 December 2013. Until 19 December 2013, Mr Mylonas was a member of the Executive Committee as General Manager of Strategy and International Activities. Till 30 September 2013, the position of General Manager of Risk Management was held by Mr. Michael Oratis.

***Since 28 June 2013. Till 28 June 2013, the position of General Manager of Retail Banking was held by Mr. Andreas Athanasopoulos.

Also, Mr. Omer Aras, Chairman and Group Chief Executive Officer of Finansbank is invited every two months so as to inform the Senior Executive Committee on issues related to international activities and Finansbank. Members’ short CVs have been posted on the Bank’s website www.nbg.gr (section: The Group / Corporate Governance / Management and Organizational structure/ Members).

Asset and Liability Committee (ALCO)

ALCO was established in 1993. The Committee’s key purpose is to establish the Bank’s and its Group financial sector entities’ strategy and policy as to matters relating to the structuring and management of assets and liabilities taking into account the current regulatory

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framework and market conditions, as well as the risk limits set by the Bank.  The Committee is currently comprised of the following members: