4. Membership of the Committee does not rule out the possibility of participating in other Board committees of the Bank.

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1 CHARTER OF NBG BOARD OF DIRECTORS CORPORATE GOVERNANCE & NOMINATIONS COMMITTEE I. Purpose of the Committee The purpose of the NBG Board Corporate Governance & Nominations Committee ( the Committee ) is to assist NBG s Board of Directors ( the Board ) in ensuring that its composition, organisation, policies and procedures fully meet all relevant legal and regulatory requirements governing the Bank and facilitate alignment of the Bank s and the Group s corporate governance with international best practices. II. Membership of the Committee 1. The Committee shall be composed of at least three Board members. The Committee members should not exceed 40% (rounded to the nearest whole number) of the total Board membership. 2. The members of the Committee shall be appointed by the Board at the proposal of the Chairman of the Board. All members of the Committee shall be non-executive Board members and the majority of them shall be independent non-executive Board members as per the definition of director independence included in NBG's Corporate Governance Code. One of the HFSF representatives to the NBG Board shall be among the Committee members. 3. The Committee members shall be selected on the basis of their competence and experience in corporate governance issues and appointed for a one-year term of office, which can be renewed indefinitely. 4. Membership of the Committee does not rule out the possibility of participating in other Board committees of the Bank. 5. According to NBG s Corporate Governance Code, Committee members shall receive an annual remuneration for their membership on top of their basic remuneration as Board members. III. Authorities and Responsibilities of the Committee In carrying out its task the Committee shall undertake the following duties and responsibilities:

2 A. Corporate Governance The Committee shall: 1. Review annually NBG's Corporate Governance Code, submit a relevant report to the Board and make relevant proposals to the Board for any amendments to or exceptions from its implementation. 2. Review annually the management s current delegation of authorities and make relevant proposals to the Board. Prepare and review annually, with the CEO s assistance, NBG s Board and Management Chart of Authorities. 3. Consider possible conflicts of interest between NBG non-executive Directors and NBG, including transactions by directors with NBG Group companies, and make relevant proposals to the Board in accordance with NBG s By-laws (as required by Greek law) and NBG's Corporate Governance Code. To this end, copies of the relevant Internal Audit reports shall be forwarded to the Committee. 4. Review any change in status (including fulfilment of independence requirements) and professional affiliation of current directors and make relevant proposals to the Board in accordance with NBG's Corporate Governance Code. 5. Make recommendations to the Board in cases of non-acceptance of a Director s request for provision of information or for access to officers of the Bank or the Group. 6. Review periodically, and at least annually, the structure, size, membership and function of the Board and make proposals to the Board for any changes it deems expedient. 7. Design and regularly review the evaluation process of the NBG Board and its members, in accordance with the Charter of the Human Resources & Remuneration Committee, and without prejudice to the responsibilities of the HRRC with regard to the evaluation of the performance of the executive Board members. 8. Review periodically, and at least annually, the expertise, skills and experience of the Board members individually and as a team regarding their fields of responsibility, and submit respective reports to the Board. 9. Select the external advisor who evaluates every 3 years the Board and its members. 10. Review regularly, in cooperation with the HRRC, the policy regarding the selection and appointment of senior executives, in the sense specified in case 9 of article 3.1 of Law 4261/2014, and submit respective proposals to the Board. 11. Submit proposals to the Board Chairman for planning induction and ongoing training and development of the Board members. 12. Review corporate governance policies and practices implemented in the principal NBG affiliates and make relevant proposals to the Board.

3 13. Prepare the draft annual corporate governance report in line with NBG s Corporate Governance Code. 14 Assist the Board in monitoring and reviewing periodically the effectiveness of corporate governance framework of the Bank and the Group. 15. Monitor trends and best market practices in corporate governance and nomination issues in order to properly discharge its duties. 16. Perform any other activities within the purview of this Charter at the request of the Board or as required by NBG s Corporate Governance Code. 17. Receive at regular intervals (and at least annually) from the Compliance & Corporate Governance Division a report on corporate governance issues, and extraordinary reports whenever deemed necessary. B. Nomination The Committee shall: 1. Formulate and review periodically the detailed policy for the selection process for candidates nominated to the Board (which policy shall be disclosed in the corporate governance statement), and submit relevant proposals to the Board regarding any changes in the policy. In the framework of implementing the said policy, the Committee is responsible, inter alia, for updating, at least annually, the Target Board Profile, which is included as an Annex to the Policy. 2. Plan and coordinate the implementation of the Board member selection process so as to propose director nominations to the Board in accordance with the Bank s Articles of Association and the Corporate Governance Code. In this context, the Committee identifies and proposes to the Board or the General Meeting for approval, candidates to the vacant posts of the Board, evaluates the combination of subject expertise, skills and experience of the Board members and states the individual skills and qualifications required, in its judgment, to fill the posts of the members and assesses the time that needs to be devoted to the respective posts. 3. Ensure adequate representation of both genders on the Board and prepare a policy regarding the way in which any significant imbalance, if any, will be addressed so as to meet this target. The target and policy, and their implementation are disclosed pursuant to EU Regulation No 575/ Submit recommendations to the Board vis-a-vis the members and chairmen of the Board Committees, in accordance with the Corporate Governance Code. 5. Review whether Board members meet the independence criteria, on the basis of appropriate documentation. In discharging its duties, the Committee shall be fully aware, on an ongoing basis and as far as possible, of the need to ensure that during the decision-making process the will of a single individual or a small group shall not outweigh the Bank s interests as a whole.

4 IV. Modus operandi of the Committee 1. The Committee shall meet at least three times a year and keep minutes of its proceedings. The Committee Chairman briefly informs the Board on the progress of the Committee s work following a meeting of the Committee, decides upon the agenda, the frequency and the duration of the meetings and, in general, ensures the Committee s effectiveness in discharging its duties. Should the Chairman resign, be absent or impeded, he shall be substituted by the Committee s most senior member. The General Counsel shall attend the Committee meetings without a voting right. At its first meeting of each calendar year the Committee will decide on its rolling agenda for that year. 2. The Committee may meet by video or conference call should its Chairman so decide. The Chairman may also ask the Committee to decide on certain documents through the exchange of s, faxes or correspondence. 3. The Committee shall be deemed to have quorum and duly convene when half plus one of its members (including the Chairman or his substitute) are present. A member s participation in a meeting by video link or audio link shall be deemed valid for these purposes. Decisions shall be validly taken by simple majority vote of members present. In the event of halved votes, the Chairman s vote shall be decisive. 4. Should a decision on any item of the Committee s agenda not be taken unanimously, the minority views shall be recorded in the minutes. 5. The Committee meetings shall be convoked by the Secretary of the Committee at the request of the Chairman. With specific regard to the HFSF representative, if he submits a request to hold a Committee meeting and the Chairman fails to call a meeting within 7 days of the said request, the HFSF representative shall be entitled to convoke an extraordinary Committee meeting within 5 days as of the expiry of the 7-day period. Notice shall be given to each member of the venue, time and date of each meeting. The agenda of items to be considered at each meeting, together with supporting documents, will normally be supplied to each member at least 3 business days in advance of the meeting, unless the Chairman decides not to forward them for a specific significant reason, on condition that the requirements under the Relationship Framework Agreement entered into between NBG and HFSF regarding information to the HFSF representative are fully met. The HFSF representative shall request the addition of items on the Committee s rolling agenda, by submitting same in writing to the Committee Chairman at least 2 days in advance of the meeting. If the items on the agenda (including the respective accompanying material) are forwarded less than 3 business days in advance of the scheduled date of the meeting, the said items shall be accepted for discussion at the said meeting only upon unanimous decision of the Committee members. The relevant documents may be circulated by . The decisions and minutes of the Committee shall become available 10 business days of its meeting. 6. The Committee may invite to its meetings any Board member, executive of NBG or of Group subsidiaries or such other person deemed appropriate to assist it in performing its responsibilities. When executive officers of NBG or of

5 Group subsidiaries are invited to a meeting, the Committee shall notify NBG s CEO accordingly. If invited to attend a Committee meeting, any executive of NBG and its Group is required to attend. 7. The Committee is authorized by the Board to hire and retain independent advisors to assist it in legal, non-executive director search or other matters, at its sole discretion, and to approve the related fees and retention terms in accordance with the Corporate Governance Code. The Committee shall also receive any funding it deems necessary or expedient for regular administrative expenses. 8. The Committee may delegate specific responsibilities and authorities within the purview of its responsibilities and authorities to one or more individual Committee members, insofar as this is permitted by applicable legislation, regulations, stock exchange rules and NBG s Articles of Association and Bylaws. 9. In discharging its duties, the Committee is supported by a Secretary, who may be the Bank s Board Secretary or another person appointed by the Chairman of the Board. The Chairman of the Board shall appoint a substitute for the Committee Secretary if the Secretary s support to the Committee is not considered adequate. The Committee prepares and submits to the Board of Directors a brief annual report of its work. In this context, the Committee reviews annually the adequacy of its Charter and submits to the Board for approval proposals on any amendments it deems expedient. This Charter will come into force upon its approval by the NBG Board, unless expressly stated otherwise, and can be amended at any time by Board decision to that effect.

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