TT HELLENIC POSTBANK S.A.

DRAFT AMENDMENT OF THE BANK’ S ARTICLES OF ASSOCIATION

 DRAFT AMENDMENT OF ARTICLES 6 AND 7 OF THE BANK’ S ARTICLES OF ASSOCIATION (article 19, Law 3556/2007) - 3rd ITEM OF THE DAILY AGENDA OF THE EGM

Hellenic Postbank, announces, in accordance with article 19 par. 2 of L. 3556/2007, the draft amendment of articles 6 (about Share capital) and 7 (about Shares) of the Bank’s Articles of Association, which will be discussed and decided by the Extraordinary General Meeting of shareholders, of September 30th, 2011, or any other deferred or iterative General Meeting. The amendment is as follows:

(i) Article 6 of the Bank’s Articles of Association on “Share Capital”, is supplemented as follows:

“Following the meeting, dated ………… 2011 of the Extraordinary General Meeting of Shareholders, holders of common shares, the increase of the share capital of the Company was decided, as a consequence of the merger, by absorption, of the company “T Bank S.A.”, pursuant to the provisions of article 16 of Law 2515/1997, articles 69 - 77a of codified Law 2190/1920 and articles 1 - 5 of Law 2166/1993.

More specifically, the increase of the common share capital of the Company was decided, by the amount of fifty eight million, seven hundred thirty seven thousand, seven hundred nineteen Euros and ninety six cents (€58.737.719,96), as a consequence of a) the merger, by an amount equal to the share capital of the Absorbed company (TBank) i.e. by €58.251.414, after deducting the amount which corresponds to the total nominal value of ΤΒΑΝΚ’s shares already held by the Bank (Absorbing company) and b) the capitalization of a part of the Bank’s share premium reserve amounting to €486.305,96, for rounding purposes, with an increase of the par value of the Bank’s common registered shares from €3.70 to €3.88 each and through the issuance of 1.941.713 new, common, registered shares with voting rights.

After the abovementioned increase, the Share Capital of the Company amounts to one billion three hundred thirty six million two hundred twenty one thousand seven hundred eighty six Euros and seventy six cents (€ 1.336.221.786,76).”

(ii) Article 7 of the Bank’s Articles of Association on “Shares” is supplemented as follows:

“Following the meeting, dated …………. 2011 of the Extraordinary General Meeting of Shareholders, holders of  common shares, the increase of the share capital of the Company was decided, as a consequence of the merger, by absorption, of the company “T Bank S.A.”, pursuant to the provisions of article 16 of Law 2515/1997, articles 69 - 77a of codified Law 2190/1920 and articles 1 - 5 of Law 2166/1993, with the issuance of one million nine hundred forty one thousand seven hundred thirteen (1,941,713) new, common, registered, shares with voting rights and with a concurrent increase of the nominal value of the common shares from three Euros and seventy cents (€3.70), to three Euros and eighty eight cents (€3.88) each.

Following the abovementioned increase, the capital share is divided, respectively, into two hundred eighty six million four hundred seven thousand six hundred seventy seven (286.407.677) common registered shares with voting rights, of a nominal value of three Euros and eighty eight cents (€3.70) each, and in sixty million eight hundred thousand (60,800,000) preferred shares, tangible and compulsory redeemable by the Bank within five years, pursuant to the conditions of article 1, Law 3723/2008, of a nominal value of three Euros and seventy cents (€3.70) each, which are entirely undertaken by the Hellenic Republic, by contribution of equal in value bonds, of its issuance."