NBG » Topics » Settlement and Clearance through Euroclear and Clearstream, Luxembourg

This excerpt taken from the NBG 20-F filed Jul 14, 2006.

Settlement and Clearance through Euroclear and Clearstream, Luxembourg

If any investor elects to hold its Ordinary Shares through Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), its Ordinary Shares will be held in accordance with the applicable terms and conditions and operating procedures governing use of Euroclear or Clearstream, Luxembourg, as amended from time to time. Any investor who so holds Ordinary Shares shall have the right to receive the number of Ordinary Shares so held, upon compliance with the foregoing terms, conditions and operating procedures of Euroclear or Clearstream, Luxembourg, subject to the applicable provisions of Greek law.

With respect to Ordinary Shares that are held through Euroclear or Clearstream, Luxembourg, such Ordinary Shares will be initially registered in the name of a nominee of Euroclear or Clearstream, Luxembourg, or in the name of its respective custodian located in Greece, as the case may be. Thereafter, investors may have direct access to Ordinary Shares so held, upon payment of the applicable fees and taxes described below, if any, compliance with the applicable provisions of Greek law regarding the transfer of ownership of such Ordinary Shares (which may restrict the transfer of the Ordinary Shares to the investor at the price it paid for such Ordinary Shares) from Euroclear or Clearstream, Luxembourg, or their nominee or respective custodian located in Greece, as the case may be, and obtaining the relevant recording in the book-entry registry kept by the Central Securities Depository.

Under Greek Law, only the record holder of the Ordinary Shares (according to the registry kept by the Central Securities Depository) is considered to be the owner of the Ordinary Shares and as a result entitled to sell, create a security interest over or otherwise deal with the Ordinary Shares, or receive dividends and other distributions and to exercise voting, pre-emptive and other rights in respect of such Ordinary Shares. Euroclear or Clearstream, Luxembourg, or its respective nominee or custodian located in Greece will be sole record holders of the Ordinary Shares held through Euroclear or Clearstream, Luxembourg, until such time as investors exercise their rights to cause them to transfer ownership of the Ordinary Shares in accordance with the applicable provisions of Greek Law and obtain the recording of the investor’s ownership of the shares in the book-entry registry kept by the Central Securities Depository.

Proceeds from the sale of Ordinary Shares, cash dividends or cash distributions, as well as stock dividends or other distributions of securities, received with respect to the Ordinary Shares that are registered with the Central Securities Depository in the name of Euroclear or Clearstream, Luxembourg or its respective nominee or custodian located in Greece will be credited by Euroclear or Clearstream, Luxembourg, to the cash accounts maintained on behalf of the investors or their custodians at Euroclear or Clearstream, Luxembourg, as the case may be, after deduction for applicable withholding taxes, in accordance with the applicable terms, conditions and procedures of Euroclear or Clearstream, Luxembourg, and the laws of Greece.

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Euroclear and Clearstream, Luxembourg, will endeavor to inform investors of any significant events of which they have notice affecting the Ordinary Shares recorded in their name or their respective nominee or custodian located in Greece and requiring action to be taken by investors. Each of Euroclear and Clearstream, Luxembourg may, at its discretion, take such action as it deems appropriate in order to assist investors to direct the exercise of voting rights in respect of the Ordinary Shares. Such actions may include: (i) acceptance of instructions from investors to execute or to arrange for the execution of, proxies, powers of attorney or other similar certificates for delivery to us or our agent; or (ii) voting of such shares by Euroclear or Clearstream, Luxembourg, or their respective nominee or custodian located in Greece in accordance with the instructions of investors, subject to compliance with the applicable provisions of Greek Law.

If we offer or cause to be offered to Euroclear or Clearstream, Luxembourg, or its respective nominee or custodian located in Greece, as the record holders of the Ordinary Shares, any rights to subscribe for New Shares or rights of any other nature with respect to the Ordinary Shares, each of Euroclear and Clearstream, Luxembourg, will endeavor to inform investors of the terms of any such rights issue of which it has notice in accordance with the provisions of the regulations and procedures referred to above. Such rights will be exercised, insofar as practicable and permitted by applicable law, according to written instructions received from investors, such rights may be sold and, in such event the net proceeds will be credited to the cash account maintained on behalf of the investor or its custodian with Euroclear or Clearstream, Luxembourg, as the case may be. Beneficial holders of Ordinary Shares held through either Euroclear or Clearstream, Luxembourg, will be subject to the settlement procedures of that clearing system and may experience delays in the trading and settlement as compared with holders of Ordinary Shares through an ATHEX member or authorized operator.

Pursuant to currently applicable Greek regulations, Euroclear will be required to notify the ATHEX if the percentage of our Ordinary Shares held by its nominee is more than 5% of the outstanding share capital. Any trade that may result in Euroclear or its nominee holding in excess of this threshold may in certain cases be rejected. In such event, the acquirer would be required to hold the shares in question either through a SAT account with the Central Securities Depository or through Clearstream, Luxembourg, or its custodian located in Greece.

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