RESOLUTIONS  OF THE  EXTRAORDINARY GENERAL ASSEMBLY  OF THE  SHAREHOLDERS  OF  GENERAL  BANK  OF GREECE  ON 15.11.2012  

 (paragraph 4.1.3.3. of the Athens Exchange Regulations)  

The Extraordinary  General Meeting of Shareholders of Geniki  Bank, which was held on 15.11.2012  at 10:00, was attended in person or by proxy by 10  Shareholders, representing 17,145,365  common, nominal, paperless, voting shares, out of a total of  17,297,440  namely  99.12 % of the share capital of the Bank. Therefore the quorum achieved, allowed the General Meeting to deliberate on all items of the Agenda.

1^st  Issue  

Granting of permission to GENIKI Bank  for the entering into “related party transactions” with Société Générale, in accordance with article 23a  of Codified Law 2190/1920 in view of  the transfer of the shares  of Societe Generale to Pireaus Bank  – Granting of authorization to the Board of Directors.

Minimum  Required Quorum: 20% of the total common, with voting  rights, shares issued by  the Bank.

Achieved   Majority: 99.12 % of the total (present or represented) voting rights.

Granting of permission for the entering into by Geniki Bank of related party transactions with Société Générale, in accordance with article 23a of Codified Law 2190/1920 – Granting of authority to the Board of Directors.

Ιn view  of the  transfer  of  Société Générale's stake in Geniki Bank  to Piraeus Bank  which will  result  that  Geniki Bank will cease to be a member of Société Générale's group, it was  proposed that  Société Générale and Geniki Bank  ( mother  and affiliate  companies) will enter into agreements  for which the permission of the General Assembly was granted as the above agreements  constitute «related party transactions» under article 23a of Greek Codified Law 2190/1920 .More precisely the following agreements  will be concluded: 

(a) The “Trademark Assignment Agreement”, pursuant to which Société Générale will transfer to Geniki Bank the trademark “Geniki” for a price of €5,000.

(b) Τhe  “Transition Agreement” which provides that (i) Société Générale and Geniki Bank will terminate three intragroup agreements to which they are parties (i.e. the Intra-Group IT Services Fees Agreement, the Intra-Group Corporate Services Fees Agreement and the Brahms Agreement), (ii) Société Générale will provide Geniki Bank with certain information and data related to Geniki Bank which were available to Société Générale and stored in the various systems to which Geniki Bank will no longer have access as a consequence of the termination of such intragroup agreements, and (iii) Société Générale and Geniki Bank will enter into an amendment to the “Agreement on access by subsidiaries of the Société Générale group to the SWIFTNET network and associated services” dated October 16, 2006.

(c) The  “Agreement Regarding the Subordinated Bond Loan”, which provides for the (i) repayment by Geniki Bank to Société Générale of the €125 million principal amount subordinated bond loan (plus accrued and unpaid interest) granted by the latter to the former, pursuant to a Programme and a Subscription Agreement dated December 14, 2006, with funds to be granted by Société Générale to Geniki Bank through a capital advance in order to enable the latter to proceed with such repayment, the effect of this transaction being the transformation of the subordinated loan into the aforementioned capital advance, and (ii) the termination of such Programme and the Subscription Agreement.

(d) The “Funding Termination Agreements” which provide for the termination of three facility agreements entered into between Société Générale and Geniki Bank on April 2, 2007, December 22, 2011 and January 4, 2012, respectively, pursuant to which Société Générale granted to Geniki Bank credit facilities which are all undrawn as of today.

The  Board of Directors of Geniki Bank  is authorized to sign those agreements through its authorized representative(s) and any other documents relevant thereto and, in general, to proceed with any other act or action which may be required or necessary to give effect to the present resolution.

For : 17,143,341 votes  ( 99.999  % of the share capital)

Against : 10 votes   ( 0.00005781 % of the share capital)
Abstain :  14  votes   ( 0.0008094 % of the share capital)