GENERAL BANK OF GREECE S.A.

Resolutions of the Extraordinary General Meeting of Shareholders of Geniki Bank on 24.7.2012

The Εxtraordinary General Assembly of the Shareholders of General Bank of Greece S.A. (Geniki Bank), was held on 24.7.2012 at 10:00, at the Auditorium of the headquarters of Geniki  Bank in Athens (Mesogion 109-111).The  Αssembly was attended (in person or by proxy) by 9 shareholders, representing 1,713,894,059  shares out of a total of 1,729,744,037 voting shares, representing  99.08% of the paid up share capital .

The   quorum achieved allowed the deliberation of all the issues of the  agenda and  more precisely  the Assembly  adapted the  following resolutions:

 1st  Issue.

Increase of the nominal value of GENIKI Bank share from 0.3 Euros to 30.0 Euros per share, by decrease of the number of shares (reverse split) in a ratio 100/1, from 1,729,744,037 to 17,297,440 shares and  accordingly modification of article 5 of the Bank's Articles of Incorporation. Granting of authorization to the Board of Directors to set the portion rights

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

Minimum Required Majority: 50% of the total (present or represented) voting rights plus (+) one

(present or represented) vote.

2nd  Issue

Nominal decrease of the share capital by 419,923,211.0 Euros by the decrease of the    par value  per share from 30.0 to 5.8 Euros by offsetting  the accumulated losses and accordingly modification of article 5 of the Bank's Articles of Incorporation.

Minimum Required Quorum: 2/3 of the total common, with voting  rights, shares issued by the Bank.

Minimum Required Majority: 2/3 of the total (present or represented)   voting rights.

The Board proposed  the following:

On 31/12/2011 the Bank's equity  was less than half (1/2) of its  share capital. This  is the case of Article 47 of CL 2190/1920 according to which "if the total equity of the company, as defined in the balance referred to in Article 42c,  is made ​​less than one half (1/2) of its share capital, the board must convene a general meeting within six months from the termination of use  (end of the year) which will decide the dissolution of the company or  the adoption  of  other measures.
In order for the Bank  to comlpy with the above,the Assembly  adopted the following resolutions:  

Increase of the nominal value of GENIKI Bank share from 0.3 Euros to 30.0 at rounding and in particular € 30.0000006417135  Euros per share, by decrease of the number of shares (reverse split) in a ratio 100/1, from 1,729,744,037 to 17,297,440 shares and  nominal decrease of the share capital by 418,598,059.10 Euros by the decrease of the par value  per share from 30.0000006417135 to 5.8 Euros by offsetting  the accumulated losses and accordingly modification of article 5 of the Bank's Articles of Incorporation.

Granting of authorization to the Board of Directors to set the portion rights.

      

YES :1.713.892.732 ( 100 %)      NO: 1.006 ( 0%) ABSTENTION: 321( 0 %)

Implementation  subject to registration  of the relevant decision of the Ministry of Development  in the Companies Registry.