National Bank of Greece S A : ANNUAL GENERAL MEETING of 25 July 2024-Draft Resolutions/Board Remarks on the items on the agenda of the General Meeting (Correct Repetition)

ANNUAL GENERAL MEETING

of 25 July 2024

Draft Resolutions/Board Remarks

on the items on the agenda of the General Meeting

1. Submission for approval of the Board of Directors Report on the Annual Financial Statements of the Bank and the Group for the financial year 2023 (1.1.2023 - 31.12.2023), and submission of the respective

Auditors' Report.

Required quorum:	1/5 of total common (*) voting shares
Required majority:	50% of the total voting rights (present or represented
	by proxy) + 1 (present or represented by proxy)

The Board of Directors (the Board) shall propose that the Annual General Meeting (AGM) approves the Board of Directors' Report on the Bank's and the Group's Annual Financial Statements for the financial year 2023 as incorporated in the 2023 Group and Bank Annual Financial Report and approved by the Board at its meeting of 11 March 2024, and also submits the respective Independent Auditors' Report for information purposes.

These reports can be viewed by the shareholders on the Bank's website at:

https://www.nbg.gr/en/group/investor-relations/reports/annual-financial-report-forthe-group-and-the-bank-31-12-2023

*Please see Number of Shares and Voting Rights below

National Bank of Greece S.A.

2. Submission for approval of the Annual Financial Statements of the Bank and the Group for the financial year 2023 (1.1.2023 - 31.12.2023).

Required quorum:	1/5 of total common(*) voting shares
Required majority:	50% of the total voting rights (present or represented
	by proxy) + 1 (present or represented by proxy)

The Board shall propose that the AGM approves the Bank's and the Group's Annual Financial Statements for the financial year 2023 as incorporated in the 2023 Group and Bank Annual Financial Report, including the comparative data for 2022. The Annual Financial Statements of the Group and the Bank are comprised of the Statement of Financial Position, the Income Statement, the Statement of Comprehensive Income, the Statement of Changes in Equity, the Cash Flow Statement, and the Notes to the Financial Statements. The Financial Statements were approved by the Board on 11 March 2024 and can be viewed on the Bank's website at:

https://www.nbg.gr/en/group/investor-relations/reports/annual-financial-report-for-the-group-and-the-bank-31-12-2023

The Bank's website also includes a Press Release and a Presentation accompanying the announcement of the full-year results for 2023.

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National Bank of Greece S.A.

3. Submission of the annual Audit Committee Report on its activities during 2023 pursuant to Article 44 par. 1 case i) of Law 4449/2017, which is included, as a separate section, in the Annual Financial Statements of the Bank and the Group for the financial year 2023 (1.1.2023 - 31.12.2023).

[This item is submitted to the General Meeting in accordance with Article 44 par. 1 case i) of Law 4449/2017 as in force and does not require voting or decision taking.]

In accordance with article 44 par. 1 case i) of Greek Law 4449/2017 as in force, the Audit Committee Report on its activities during 2023 which, as per relevant Hellenic Capital Market Commission recommendation, is included, as a separate section, in the Annual Financial Report of the Bank and the Group for the financial year 2023 (1.1.2023

• 31.12.2023), is submitted to the Annual General Meeting of Shareholders.

The Audit Committee Report is available, as part of Annual Financial Report of the Bank and the Group for the financial year 2023 (1.1.2023 - 31.12.2023), on the website of the Bank:

https://www.nbg.gr/en/group/investor-relations/reports/annual-financial-report-forthe-group-and-the-bank-31-12-2023

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National Bank of Greece S.A.

4. Approval of the overall management by the Board of Directors as per Article 108 of Law 4548/2018 and discharge of the Auditors of the Bank, with respect to the financial year 2023 (1.1.2023 - 31.12.2023), in accordance with par. 1 case c) of article 117 of Law 4548/2018.

Required quorum:	1/5 of total common(*) voting shares
Required majority:	50% of the total voting rights (present or represented
	by proxy) + 1 (present or represented by proxy)

It is proposed that the AGM: i) approves the overall management by the Board of Directors as per Article 108 of Greek Law 4548/2018 with respect to the financial year 2023 and ii) decides on the discharge of the Auditors of the Bank from any liability, as per Article 117 par. 1 case (c) of Greek Law 4548/2018, with respect to the financial year 2023. More specifically:

i) the Board of NBG:Mr. Gikas Hardouvelis, Mr. Pavlos Mylonas, Ms Christina Theofilidi, Mr. Avraam Gounaris, Mr. Wietze Reehoorn, Ms Aikaterini Beritsi, Mr. Matthieu Kiss, Ms Anne Marion Bouchacourt, Ms Elena Ana Cernat, Mr. Claude Piret, Mr. Jayprakasa (JP) Rangaswami, Mr. Athanasios Zarkalis, Mr. Periklis Drougkas.

1. the Certified Auditors of NBG Group:The audit firm "PriceWaterhouseCoopers (PwC)" and the Certified Auditor Mr. Andreas Riris, who is in his first year in the role, following the compulsory rotation of the signing partner.

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National Bank of Greece S.A.

5. Election of regular and substitute Certified Auditors for the audit of the Financial Statements of the Bank and the Financial Statements of the Group for the financial year 2024, and determination of their remuneration.

Required quorum:	1/5 of total common(*) voting shares
Required majority:	50% of the total voting rights (present or represented
	by proxy) + 1 (present or represented by proxy)

Following the positive assessment and proposal by the Audit Committee, in accordance with article 28 par.2 of Greek Law 4701/2020, for the audit of the Group and Bank Annual Financial Statements for the financial year ending 31 December 2024 and the review of the Semi-annual Financial Statements for the six-month period ending 30 June 2024 (including sustainability reporting), the Board of Directors shall propose the appointment of PriceWaterhouseCoopers (PwC) as statutory auditor, which is responsible by law to appoint at least one regular and one substitute certified auditor, at its discretion. Namely, the Board of Directors proposes the re-appointment of PwC, having considered the level of service, professional competence, technical capacity and effectiveness of the specific firm, which has been proven throughout the cooperation with the particular firm also in previous years and which has been assessed as competent to assume the audit for the financial year 2024, following a recommendation to this end also by the Audit Committee. Furthermore, following proposal of the Audit Committee, the Board of Directors shall propose the remuneration of the Independent Auditors, for the statutory audit of the Financial Statements, and the Tax Audit of the Bank for the financial year 2024 to amount to €1,753,000 plus VAT and €220,000 plus VAT, respectively.

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National Bank of Greece S.A.

6. Submission of the Independent Non-Executive Directors' Report pursuant to Article 9 par. 5 of Law 4706/2020.

[This item is submitted to the General Meeting in accordance with Article 9 par. 5 of Law 4706/2020 as in force and does not require voting or decision taking].

In accordance with article 9 par. 5 of Law 4706/2020, the Independent Non-Executive Directors Report is submitted to the General Meeting of Shareholders.

Τhe Report is available on the website of the Bank:

https://www.nbg.gr/en/group/investor-relations/general-meetings-all-data

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National Bank of Greece S.A.

7. Approval of Board of Directors Suitability Assessment Policy and Procedure as per Article 3 of Law 4706/2020.

Required quorum:	1/5 of total common(*) voting shares
Required majority:	50% of the total voting rights (present or represented
	by proxy) + 1 (present or represented by proxy)

In accordance with Article 3 par. 3 of Law 4706/2020, the Board of Directors, following proposal of the Corporate Governance and Nominations Committee, submits for approval to the Annual General Meeting of Shareholders the Board of Directors Suitability Assessment Policy. Further, in accordance with the same Article 3 para 3 of Law 4706/2020, in conjunction with Circular no. 60/18.09.2020 "Guidelines on the Suitability Policy of article 3 of Law 4706/2020" of the Hellenic Capital Market Commission, any amendment to the Suitability Policy is approved by the Board and in case of a material change, the revised Policy is submitted for approval to the General Meeting of Shareholders; material are the amendments that provide for derogations or significantly change the content of the Suitability Policy in particular as to the applied general principles and criteria. In any case, the Policy is reviewed whenever deemed necessary, especially in the case of changes in the relevant regulatory framework or in case of significant changes or events, taking also into account among others the recommendations of the Corporate Governance and Nominations Committee.

The current NBG Board of Directors Suitability Assessment Policy and Procedure has been approved by the Annual General Meeting of Shareholders of 28.7.2022. Since then, a number of significant changes have taken place in the applicable relevant regulatory framework. In this context, the main amendments proposed within the revised draft are mainly aimed at:

• alignment of the Policy with the currently applicable regulatory framework and in particular:
• • the provisions of the Bank of Greece Executive Committee Act No 224/1/21.12.2023 on the assessment of suitability for the taking up of a post as a member of the Board of Directors and as a key function holder, adopting the joint EBA-ESMA Guidelines on the assessment of suitability of members of the management body and key function holders (EBA/GL/2021/06);
  • the provisions of the revised HFSF Law (Law 3864/2010), as lastly amended by Law 5092/2024 and the revised Relationship Framework Agreement signed on 26.10.2023;
• alignment to changes in internal policies of the Bank;
• non-materialchanges/rephrasing, in the context of improving the wording and facilitating clarification/comprehension in individual points.

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National Bank of Greece S.A.

In this context, the draft revised Policy is now being submitted by the Board of Directors to the General Meeting for approval, following proposal by the Corporate Governance and Nominations Committee.

The draft revised Board of Directors Suitability Assessment Policy and Procedure is available on the website of the Bank: https://www.nbg.gr/en/group/investor-relations/general-meetings-all-data

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National Bank of Greece S.A.

8. Election of a new Board of Directors and appointment of independent non-executive members.

Required quorum:	1/5 of total common(*) voting shares
Required majority:	50% of the total voting rights (present or represented
	by proxy) + 1 (present or represented by proxy)

In accordance with Article 17 of the Bank's Articles of Association, the Bank is managed by a Board of Directors, consisting of 7 to 15 members; the exact number of members is each time determined by the General Meeting of Shareholders, which also determines the directors that shall be independent. In accordance with Article 18, Directors are elected for a term that shall not exceed three (3) years, which ends at the Annual General Meeting of the year in which such term expires and can be re-elected for an indefinite number of terms, subject to meeting the requirements set by the applicable legal and regulatory framework, as each time in force.

Taking into consideration the fact that the three-year term of the entire current NBG Board of Directors is due to end at the Annual General Meeting of 2024, the Board, following a proposal by the Corporate Governance and Nominations Committee,

• having considered especially the following: a) the Bank's internal framework
• 1. 
     (especially Articles of Association, Corporate Governance Code, Charter of the Corporate Governance and Nominations Committee, Policy for the Nomination of candidates to the NBG Board of Directors, Board of Directors Suitability Assessment Policy and Procedure, Diversity Policy); b) the existing applicable legal and regulatory framework and especially the provisions of Laws 4706/2020, 4548/2018, 4261/2014 and 3864/2010, and the Bank of Greece Executive Committee Act No 224/21.12.2023 (adopting the relevant EBA Guidelines 2021/06); c) the European Central Bank Guide to Fit and Proper assessments (December 2021) and the latest (February 2024) ECB expectations relating to bank board expertise on ICT and security risks; d) the existing contractual framework with the HFSF, and in particular the Relationship Framework Agreement (RFA) between the Bank and the HFSF,
  2. the provisions of Directive (EU) 2022/2381 on improving the gender balance among directors of listed companies and related measures; f) international corporate governance best practices; and also, having considered a variety of additional factors, as the proposed candidates are already serving on the Bank's
     Board, including:
     o the outcomes from the Board Suitability Assessment/Succession Planning/Target Board Profile exercise, in conjunction with the outcomes from the Board effectiveness evaluation (collective and peer-to-peer), the ESG readiness evaluation, and the CEO performance evaluation, which were conducted with the facilitation of an external independent advisor (Egon Zehnder), highlighting among others that:

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National Bank of Greece S.A.

• the current Board is highly effective and engaged, dedicated, experienced and professional;
• the current Board enjoys high levels of independence (over 80% of non- executive Board members are independent) and good level of gender diversity (4 out of 13 members are women, which is above 25% of total Board members as outlined in Article 3 of Law 4706/2020);
• Board composition is differentiated, with complementary experiences and skills offering a diversity of views, local and international expertise and functional know-how, and supported by a very high level of trust which allows the Board to be constructive and effective;
• there is genuine and unquestionable commitment to doing what is best for the Bank;
• the current size and composition of the Board is seen as suitable, both on a collective and on an individual level;

1. the outcomes from the annual review of the fulfillment of the independence criteria for the Independent Board members, prior to the publication of the

Annual Financial Results of the Bank and the Group,

1. the directors' independence of mind and challenging capacity based especially on feedback from the discussions taking place at Board and Board Committee level; all directors actively participate in meetings and follow the discussions,

ask questions and effectively challenge the management function;

1. attendance at Board and Committee meetings which is at a very high level, reflecting directors' dedication and commitment to their role [attendance for the year 2023 is available in theCorporate Governance Statement of the Annual

Financial Report 2023, page 177]; and

• 1. directors' overall contribution to the Board and ability to continue to contribute productively;
• the fact that all current Board members have already been previously subject successfully to the fit and proper assessment of the European Central Bank;
• lastly, taking into account longstanding best practices for board member re- election, issues such as ethics, accountability, transparency, fairness and compliance have also been considered;

the Board, following proposal of the Corporate Governance and Nominations Committee, decided to propose to the General Meeting the election of the Board of Directors, comprised of 13 members, out of which 9 independent non-executive members, with a term of 3 years, i.e. until the 2027 Annual General Meeting, as follows:

1. Mr. Gikas Hardouvelis
2. Mr. Pavlos Mylonas
3. Ms. Christina Theofilidi
4. Ms. Aikaterini Beritsi, as independent non-executive member of the Board
5. Ms. Elena Ana Cernat, as independent non-executive member of the Board

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