NATIONAL BANK OF GREECE S.A. AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES DEPOSIT AGREEMENT (For preference shares – In series) Dated as of , 2008Deposit Agreement • May 28th, 2008 • National Bank of Greece Sa • Commercial banks, nec • New York
The Bank of New York as depositary (hereinafter called the “Depositary”), hereby certifies that , or registered assigns IS THE OWNER OF
NATIONAL BANK OF GREECE, S.A. (a société anonyme organized under the laws of the Hellenic Republic) EURO-DENOMINATED SERIES A NON-CUMULATIVE NON-VOTING PREFERENCE SHARES (LIQUIDATION PREFERENCE US$25 PER PREFERENCE SHARE) PURCHASE AGREEMENTPurchase Agreement • May 28th, 2008 • National Bank of Greece Sa • Commercial banks, nec • New York
The issuer will not be able to redeem the Series A preference shares (I) during the period from (and including) the date of issue of the Series A preference shares to (but excluding) the date of the issuer’s Annual General Meeting of shareholders that approves its 2008 financial statements and (ii) except in relation to the issuer’s option to redeem the Series A preference shares in respect of a depositary event (which will be exercisable at any time), during the period in each year from (but excluding) the dividend payment date in March to (but excluding) the date of the issuer’s next following Annual General Meeting of shareholders which approves its annual financial statements. The issuer may also repurchase Series A preference shares represented by Series A ADSs, in an amount per Series A preference share equal to the liquidation preference in whole, but not in part, in the same circumstances as it may effect a redemption. It may effect such mandatory repurchase on any date it coul
