NBG » Topics » Dividend policy

This excerpt taken from the NBG 6-K filed Mar 31, 2009.

Dividend policy

 

The parent Bank’s net profit for 2008 was €480,3  million.

 

The Bank has distributed the amount of €32,7 million as interim dividend for the 25.000.000 Non-cumulative Non-voting Redeemable Preference Shares according to the terms of those shares and a Board of Directors resolution in November 2008. The General Assembly of the Bank’s Shareholders will be asked to approve the above mentioned interim dividend and the distribution of a $2,25 dividend for the 25.000.000 Preference Shares in the current year.

 

The Bank will not distribute any cash dividend for ordinary shares for year 2008, following its participation in the support plan for the strengthening of the liquidity of the Greek economy and the provisions of Law 3723/2008 and art.28 of Law «Dematerialized Securities System, provisions on Capital Markets, taxation issues and other provisions”.

 

For the Bank’s Board of Directors

 

Takis Arapoglou

Chairman and CEO

 

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This excerpt taken from the NBG 6-K filed Mar 19, 2008.
Dividend policy

 

The Bank’s net profit for the fiscal year 2007 has reached € 1,031,855 thousand.

 

After deducting the following:

 

·                  valuation gains from financial instruments of € 146,987 thousand. (Law 148/1967, article 3 as in force);

·                  income taxes of  € 77,118 thousand;

·                  other non-income taxes of € 4,091 thousand;

·                  prior years’ tax differences of the merged by absorption company National Management & Organization Co, paid in the current year of € 1,177 thousand;

 

the net profit remaining for distribution, according to Companies Act 2190/1920 art. 45 as in force in conjunction with Law. 148/1967 art. 3 as in force, for the year 2007 amounts to € 802,482 thousand.

 

After transferring € 32,919, according to C.A. 2190/1920 art. 45, as in force, for the formation of the statutory reserve and after deducting €103,784 thousand, which represent gains from the disposal of equity shares that were held for over a decade and represent a shareholding of over 20% (AGET Heracles), it is proposed to distribute a statutory and additional dividend of  1.40 per share, as set out below:

 

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a)                                      from profits for the year ended 31.12.2007, a regular cash dividend, in accordance with Companies’ Act 2190/1920 art. 45 as in force in conjunction with Law 148/1967 art. 3 as in force, of  € 0.383 per share, i.e a total amount of € 182.587 thousand for a total number of shares with a right to dividends of 476.695.961.

 

b)                                     from taxed profits from prior years an additional dividend of € 1.017 per share i.e. an amount € 484.787 thousand for a total number of shares with a right to dividends of 476.695.961 and BOD emoluments as a percentage on profit of € 60 thousand, as well as staff bonuses of € 30.000 thousand.

 

c)                                      from the above, € 0.40 will be paid in cash while for the remaining € 1 the shareholder will have the option to receive it either in cash or in the form of a stock dividend.

 

 

For the Bank’s Board of Directors

 

Takis Arapoglou

Chairman and CEO

 

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This excerpt taken from the NBG 20-F filed Jul 2, 2007.
Dividend policy—The Bank, on the basis of its statutory financial statements, Greek GAAP, pays dividends out of:

·       distributable profits for the year (i.e. profits net of: a) tax, b) losses carried forward, and c) prior years tax audit differences); and

·       retained earnings, special reserves or ordinary reserves to the extent they exceed the amount required to be maintained by law.

Each year the Bank is required to pay a minimum dividend out of the net profits according to IFRS for the year, if any, equal to the greater of:

·       6% of the Bank’s share capital; or

·       35% of the net profits for the year less unrealised gains.

Any distribution of the remainder of the distributable profits must be approved by a “General Meeting of the Shareholders” with the ordinary quorum and majority voting requirements. No distribution can be effected if, on the closing date of the last financial year, the total shareholders’ equity is, or will become after that distribution, lower than the sum amount of the share capital and the reserves, the distribution of which is prohibited by Greek law or the Bank’s Articles of Association.

In the event that the mandatory minimum dividend payments equal 35% of the net profits for the year, the Bank’s shareholders have two options. According to Greek Emergency Law 148/1967, as amended by Greek Law 2753/1999, a majority representing at least 65% of the paid-up share capital may vote to pay the lower dividend of 6% of the Bank’s share capital. The remaining undistributed dividend must then be transferred to a special reserve which must, within four years following the General Meeting, be distributed in the form of a stock dividend. Furthermore, a majority representing 70% of the Bank’s paid-up capital may vote to waive this stock dividend.

Normally, dividends are declared and paid in the year subsequent to the reporting period. Up to and including the fiscal year ended December 31, 2005, dividends are accounted for once declared. Beginning in 2006, the Group changed its policy and now records a liability related to the mandatory minimum dividend payment computed as 35% of the net profits for the year less unrealized gains. The mandatory minimum dividend liability recognized in 2006 amounts to  210,877 thousand. The effect of the mandatory minimum dividend in prior years is immaterial.

This excerpt taken from the NBG 6-K filed Mar 22, 2007.
Dividend policy

Given the positive picture presented by the Group’s profitability, the Bank’s Board of Directors proposes to the Annual General Meeting of Shareholders that €1 dividend per share be distributed, totalling €475 million comparing with €339 million in 2005, up 40% y-o-y. This amount will result from current and prior years results (€374.2 million) and taxed reserves (€100.8 million). On the basis of the closing price of the share at 31 December 2006, this figure represents a dividend yield of 2.9%.

Recognizing the crucial contribution of the staff in achieving these results and wishing to reward effort and efficiency, the Bank’s Board of Directors intends to propose to the Annual General Meeting of Shareholders that €32 million of the profit be distributed to the staff of the Bank. A further amount of €19 million will be distributed by the Bank’s subsidiary companies in Greece and abroad to their staff, raising the total distribution of profit to Group staff to €51 million, or 5% of net Group profit.

In November 2006, the Bank’s Board of Directors activated its Stock Options Programme for the staff of the Bank and its subsidiaries as approved by the General Meeting of Shareholders last year. In line with the Programme, Management approved the issue of 2,992,620 stock options for officers and staff of the Bank

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strictly on the basis of merit. The aim of the Programme is to link, on a long-term basis, pay with Group performance, as well as to enhance the value delivered to the Bank’s shareholders.

Takis Arapoglou
Chairman and CEO

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This excerpt taken from the NBG 20-F filed Jul 14, 2006.
Dividend policy—The Bank, on the basis of its statutory financial statements (Greek GAAP) pays dividends out of:

·       distributable profits for the year (i.e. profits net of: a) tax, b) losses carried forward, and c) prior years tax audit differences); and

·       retained earnings, special reserves or ordinary reserves to the extent they exceed the amount required to be maintained by law.

Each year the Bank is required to pay a minimum dividend out of the net profits according to IFRS for the year, if any, equal to the greater of:

·       6% of the Bank’s share capital; or

·       35% of the net profits for the year less unrealised gains.

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NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Any distribution of the remainder of the distributable profits must be approved by a ‘‘General Meeting of the Shareholders’’ with the ordinary quorum and majority voting requirements. No distribution can be effected if, on the closing date of the last financial year, the total shareholders’ equity is, or will become after that distribution, lower than the sum amount of the share capital and the reserves, the distribution of which is prohibited by Greek law or the Bank’s Articles of Association.

In the event that the obligatory dividend payments equal 35% of the net profits for the year, the Bank’s shareholders have two options. According to Greek Emergency Law 148/1967, as amended by Greek Law 2753/1999, a majority representing at least 65% of the paid-up share capital may vote to pay the lower dividend of 6% of the Bank’s share capital. The remaining undistributed dividend must then be transferred to a special reserve which must, within four years, following the General Meeting, be distributed in the form of a stock dividend. Furthermore, a majority representing 70% of the Bank’s paid-up capital may vote to waive this stock dividend.

Normally, dividends are declared and paid in the year subsequent to the reporting period. For US GAAP reporting purposes, dividends are accounted for once declared.

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